RBL Bank Ltd Directors Report

The Policy aims at balancing the dual objectives of appropriately rewarding shareholders through dividends and retaining capital in order to maintain a healthy capital adequacy ratio to support future growth.

Acquisition of Shareholding by Emirates NBD Bank (P.J.S.C) in RBL Bank

The Board of Directors of the Bank ("Board") at its meeting held on October 18, 2025, had inter-alia approved the issuance of up to 95,90,45,636 fully paid up equity shares of the Bank each having a face value of T 10/- [or such lower number of equity shares which is equivalent to 60% of the post preferential equity share capital of the Bank (subject to the adjustments provided for in the Investment Agreement)] to Emirates NBD Bank (P.J.S.C.) ("ENBD/Investor"), at a price of T 280 per equity share aggregating to T 2,68,53,27,78,080 ("Transaction"), subject to the approval of the Members, Reserve Bank of India ("RBI") and other applicable regulatory approvals. The Board at its aforesaid meeting had also approved the execution of the investment agreement dated October 18, 2025 ("Investment Agreement") between the Investor and the Bank.

Pursuant to the execution of the Investment Agreement, ENBD made a mandatory open offer to the public shareholders of the Bank for acquisition of up to 41,55,86,443 equity shares of the Bank, representing 26% of the expanded voting share capital of the Bank, from the public shareholders of the Bank ("Open Offer"), pursuant to and in compliance with the requirements of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI Takeover Regulations"). No shares were tendered by the Shareholders of the Bank in the Open Offer.

After receipt of the applicable regulatory approvals, the Board at its meeting held on June 18, 2026 approved the allotment of 92,91,34,820 (Ninety Two Crore Ninety One Lakh Thirty Four Thousand Eight Hundred and Twenty) fully paid up equity shares of the Bank each having a face value of T 10/- (Indian Rupees Ten) at a price of T 280 (Indian Rupees Two Hundred Eighty) per equity share, aggregating to T 2,60,15,77,49,600 (Indian Rupees Twenty Six Thousand and Fifteen Crore Seventy Seven Lakh Forty Nine Thousand and Six Hundred) by way of a preferential issue on a private placement basis to ENBD and re-constitution of the Board of the Bank pursuant to the provisions of the Investment Agreement dated October 18, 2025 as amended by way of amendment agreement dated April 11, 2026. Upon completion of the preferential allotment, ENBD was classified as a promoter of the Bank and such classification is reflected in the shareholding pattern in accordance with Regulation 31 of the SEBI Listing Regulations.

Scheme of amalgamation of the India Branches of the Emirates NBD Bank (P.J.S.C.) (ENBD) with the Bank

The Board at its meeting held on October 18, 2025, approved a scheme of amalgamation ("Scheme") for the amalgamation of Emirates NBD Bank (P.J.S.C.), India Branch with and into the

Bank under Section 44A of the Banking Regulation Act, 1949 and the directions issued thereunder, on a going concern basis.

Pursuant to the Scheme becoming effective in terms thereof, Emirates NBD Bank (P.J.S.C.), India Branchs operations including, all assets and liabilities comprised therein will be transferred to and vested in the Bank on a going concern basis, in consideration for which the Bank shall issue and allot to Emirates NBD Bank (P.J.S.C.) an aggregate of 8,70,89,286 (Eight Crores Seventy Lakhs Eighty Nine Thousand Two Hundred and Eighty Six) equity shares of the Bank having face value of T 10/- (Indian Rupees Ten only) each.

The Scheme was duly approved by the Shareholders of the Bank at the extraordinary general meeting held on November 12, 2025 and the effectiveness of the Scheme is subject to receipt of approval from the RBI, for which an application has been made under Section 44A of the Banking Regulation Act, 1949, and approval of the RBI is currently awaited.

Share Capital Authorised Share Capital

The Authorised Share Capital of the Bank as of March 31, 2026 stood at T 1,000 crore divided into 1,00,00,00,000 equity (ordinary) shares of T 10/- each.

The Authorised Share Capital of the Bank was increased from T 10,00,00,00,000 (Rupees One Thousand Crore) divided into 1,00,00,00,000 (One Hundred Crore) equity (ordinary) shares of T 10/- (Rupees Ten) each to T 18,00,00,00,000 (Indian Rupees One Thousand Eight Hundred Crore) divided into 1,80,00,00,000 (One Hundred and Eighty Crore) equity (ordinary) shares of T 10/- (Rupees Ten) each by creation of additional 80,00,00,000 (Eighty Crore) equity (ordinary) shares of T 10/- (Rupees Ten) each, ranking pari-passu with the existing equity shares of the Bank. The increase in the Authorised Share Capital and amendment to the Capital Clause of the Memorandum of Association of the Bank was approved by the Shareholders at the extraordinary general meeting held on November 12, 2025 and became effective from April 9, 2026, the date on which the amendment to the Capital Clause was taken on record by the RBI.

As on the date of this Report, the Authorised Share Capital of the Bank is T 18,00,00,00,000 (Indian Rupees One Thousand Eight Hundred Crore) divided into 1,80,00,00,000 (One Hundred and Eighty Crore) equity (ordinary) shares of T 10/- (Rupees Ten) each.

During the financial year under review, the Bank had not issued any sweat equity shares or equity shares with differential voting rights.

The equity shares of your Bank continue to remain listed on BSE Limited and National Stock Exchange of India Limited.

The Bank has paid the listing fees as payable to BSE Limited and National Stock Exchange of India Limited for the financial year ended March 31,2026.

Paid-up Share Capital

Accretion to paid-up share capital pursuant to exercise of stock options

During the financial year ended March 31, 2026, your Bank added T 159.75 crore (including premium) through allotment of 1,02,35,345 equity shares pursuant to exercise of stock options by the employees of the Bank under various Employees Stock Option Plans.

Consequent to the above, the paid-up equity share capital of your Bank increased by T 10.23 crore and share premium increased by T 149.52 crore.

The paid-up equity share capital of the Bank as on financial year ended March 31, 2026 stood at T 618.11 crore divided into 61,81,11,404 equity shares of T 10/- each.

Accretion to paid-up share capital pursuant to allotment of shares by way of a preferential issue on a private placement basis

Pursuant to receipt of all applicable regulatory approvals, the Board at its meeting held on June 18, 2026 approved the allotment of 92,91,34,820 (Ninety Two Crore Ninety One Lakh Thirty Four Thousand Eight Hundred and Twenty) fully paid up equity shares of the Bank each having a face value of T 10/- (Indian Rupees Ten) at a price of T 280 (Indian Rupees Two Hundred Eighty) per equity share, aggregating to T 2,60,15,77,49,600 (Indian Rupees Twenty Six Thousand and Fifteen Crore Seventy Seven Lakh Forty Nine Thousand and Six Hundred), to ENBD, by way of a preferential issue on a private placement basis in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder, SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 (as amended) and other applicable laws.

Pursuant to the aforesaid allotment and the allotment of 13,11,809 equity shares under the Employees Stock Option Scheme(s) during the period from April 1, 2026 to June 30, 2026, the paid-up equity share capital of the Bank as on June 30, 2026 is T 15,48,55,80,330 divided into 1,54,85,58,033 equity shares of T 10/- (Indian Rupees Ten) each.

Debt Securities

During the financial year under review, the Bank has not issued any debt securities.

The USD denominated unsecured Tier 2 subordinated notes were issued in FY2023 in accordance with the RBI Basel III Capital Regulations aggregating up to USD 100 million (equivalent T 948.35 crore as on March 31,2026) [the "Notes"] offered under Section 4(a)(2) of the United States Securities Act of 1933, as amended, continue to be held by United States International Development Finance Corporation ("USDFC") with maturity date of February 15, 2032.

Capital Adequacy Ratio

Your Bank is well capitalized with a Capital Adequacy Ratio ("CAR") of 14.25% as on March 31,2026 as against the minimum requirement of 9%. Your Bank complies with the Capital Adequacy guidelines of the RBI, also known as Basel III Guidelines.On

June 18, 2026, your Bank completed a preferential allotment of equity shares to ENBD for a consideration of T 26,016 crore. The CAR as on June 30, 2026 is 33.28%.

Net Worth

Your Banks net worth, as on March 31, 2026 is T 16,013.70 crore. It comprises of paid-up equity share capital of T 618.11 crore and reserves of T 15,395.59 crore (excluding Revaluation Reserve and Foreign Currency Translation Reserves and reduced by Deferred Tax assets). On June 18, 2026, your Bank completed a preferential allotment of equity shares to ENBD for a consideration of T 26,016 crore. The Banks networth as on June 30, 2026 is T 42,078.97 crore.

D. CORPORATE GOVERNANCE

Your Banks philosophy on Corporate Governance is aimed at efficient conduct of business operations and meeting its obligations towards the stakeholders. Your Bank is committed to be transparent and merit-based organization and ensures fairness, transparency and responsiveness in all its dealings. The Bank understands its responsibility towards all the Stakeholders and strives hard to meet their expectations. The corporate structure, business, operations and regulatory compliance of the Bank have been strictly aligned to the Corporate Governance Philosophy of the Bank.

A detailed Corporate Governance Report as envisaged under Regulation 34(3) of the SEBI Listing Regulations is annexed as Annexure I to this Report.

The Certificate issued by Mr. S. N. Viswanathan, Practicing Company Secretary (FCS: 13685) of M/s. S. N. Ananthasubramanian & Co., Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations is annexed as Annexure IA and forms an integral part of this Report.

E. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Bank had identified sustainability as a key core area of operations. Therefore, it had decided to come up with an integrated report as per the International Integrated Reporting Councils (IIRC, now part of the Value Reporting Foundation) Framework. The Bank also published standalone sustainability reports based on GRI framework during financial year ended 2017-18 to financial year ended 2019-20. From financial year ended 2019-20, the sustainability report has been part of the

integrated report. This is a testament of maturity of Banks ESG framework over time.

The integrated sustainability report for the financial year ended March 31,2026, forms an integral part of this Report.

F. STATUTORY DISCLOSURES

Annual Return

Conservation of Energy and Technology Absorption

Summary of measures taken by your Bank with respect to conservation of energy are covered in this Annual Report, specifically in BRSR Principle 6 forming part of this Integrated Annual Report. The Bank is constantly pursuing its goal of upgrading technology to deliver quality services to its customers in a cost-effective manner.

Foreign Exchange Earnings and Outgo

During the financial year ended March 31,2026, your Bank earned ^ 669.87 crore and spent ^ 609.77 crore in foreign currency. This does not include foreign currency cash flows in derivatives and foreign currency exchange transactions.

Board of Directors

The Board of your Bank is constituted in accordance with the provisions of the Companies Act, 2013, the Banking Regulation Act, 1949 read with applicable RBI Directions, the SEBI Listing Regulations and the Articles of Association of the Bank.

The Bank has always embraced the importance of a diverse Board with an optimum combination of Independent & Non-Independent Directors, equipped with appropriate balance of both technical and behavioral skills, experience and diversity of perspectives as relevant for the banking business; thereby ensuring effective Board governance while discharging its fiduciary obligations towards the Stakeholders of the Bank.

In line with the above, the Board of the Bank is well structured and comprises of eminent personalities having wide, diverse and practical experience and comprehensive professional credentials, has appropriate balance of skill sets and knowledge, which helps the Bank to gain insights for strategy formulation and direction setting, thus adding value to its growth objectives.

The Bank adheres to the process and methodology prescribed by the RBI in respect of the Fit & Proper criteria as applicable to Private Sector Banks, signing of deed of covenants which binds the Directors to discharge their responsibilities to the best of their abilities, individually and collectively in order to be eligible to be appointed / re-appointed as a Director of the Bank. The said

declarations are obtained from all the Directors on an annual basis and also at the time of their appointment / re-appointment, in compliance with the said laws. An assessment on whether the Directors fulfil the said criteria is also carried out by the Nomination and Remuneration Committee and the Board on an annual basis and before considering their candidature for re-appointment.

As on March 31,2026, the Board comprised of ten (10) Directors, of these, eight (8) were Non-Executive Directors of which six (6) Directors were Non-Executive Independent Directors (one of whom being the Part-Time Chairman of the Bank and one being an Independent Woman Director) and two (2) Directors were Non-Executive Non-Independent Directors. The remaining two (2) Directors were Whole time Directors of which one is Managing Director & CEO and the other is an Executive Director.

Further details have been provided in the below section:

Details of Directors and Key Managerial Personnel

During the financial year under review and up to the date of this Report, the following changes took place in the composition of the Board and Key Managerial Personnel.

Appointment/Re-appointment of Directors

Appointment of Mr. Soma Sankara Prasad (DIN: 02966311) as a Non-Executive Independent Director of the Bank

Mr. Soma Sankara Prasad (DIN: 02966311), was appointed as an (Additional) Non-Executive Independent Director of your Bank, with effect from January 15, 2025. The Members of the Bank through Special Resolution passed by way of Postal Ballot on April 9, 2025, accorded their approval for the appointment of Mr. Soma Sankara Prasad as a Non-Executive Independent Director of the Bank w.e.f. January 15, 2025, for a period of four (4) years. In terms of Section 149(13) of the Companies Act, 2013, Mr. Soma Sankara Prasad is not liable to retire by rotation.

Re-appointment of Mr. R. Subramaniakumar (DIN: 07825083) as the Managing Director & CEO of the Bank

The RBI vide its letter dated February 13, 2025, approved the re-appointment of Mr. R. Subramaniakumar (DIN: 07825083) as the Managing Director & CEO of the Bank for a period of three (3) years with effect from June 23, 2025 to June 22, 2028, the same was also approved by the Members of the Bank through Ordinary Resolution passed on April 9, 2025 by way of Postal Ballot. Mr. R. Subramaniakumar is not liable to retire by rotation.

Retirement by rotation and re-appointment of Non-Executive Non-Independent Director of the Bank at the 82^nd Annual General Meeting

Mr. Gopal Jain (DIN: 00032308), Non-Executive Non-Independent Director of the Bank whose term of office had come up for retirement by rotation at the 82^nd Annual General Meeting and who being eligible had offered himself for re-appointment was re-appointed by the Members of the Bank at the 82^nd Annual General Meeting held on September 26, 2025.

Re-appointment of Mr. Chandan Sinha (DIN: 06921244) as a Non-Executive Independent Director and Part-Time Chairman of the Bank for second term

Mr. Chandan Sinha (DIN: 06921244) was appointed as a Non - Executive Independent Director of the Bank with effect from May 21, 2021 for a period of five (5) years upto May 20, 2026. The Members of the Bank through Special Resolution passed by way of Postal Ballot on February 12, 2026 accorded their approval for the re-appointment of Mr. Chandan Sinha as a Non-Executive Independent Director of the Bank for the second consecutive term of three (3) years with effect from May 21, 2026 up to May 20, 2029 i.e. till the completion of his eight (8) continuous years as Director on the Board of the Bank, under Section 10A(2A) of the Banking Regulation Act, 1949. In terms of Section 149(13) of the Companies Act, 2013, Mr. Chandan Sinha is not liable to retire by rotation. Further, the RBI vide its letter dated February 23, 2026, approved the re-appointment of Mr. Chandan Sinha as the Non-Executive Part-Time Chairman of the Bank for a second term of three (3) years with effect from May 21, 2026 till May 20, 2029 i.e. till the completion of his second term as an Independent Director.

Appointment of Mr. Jaideep Iyer (DIN: 06384037), as a Director and Whole-time Director of the Bank (designated as Executive Director)

Pursuant to the approval granted by the RBI vide its letter dated December 29, 2025, Mr. Jaideep Iyer (DIN: 06384037) was appointed as an Additional Director and Whole-time Director (designated as Executive Director) and Key Managerial Personnel of the Bank with effect from February 21, 2026 for a period of three (3) years. The Members of the Bank through Ordinary Resolution passed by way of Postal Ballot on February 12, 2026, accorded their approval for the appointment of Mr. Jaideep Iyer as a Whole-time Director to be designated as Executive Director and Key Managerial Personnel of the Bank for a period of three (3) years commencing from February 21, 2026 up to February 20, 2029. Mr. Jaideep Iyer shall be liable to retire by rotation, in terms of the relevant provisions of Section 152 of the Companies Act, 2013.

Appointment of Mr. Suryanarayan Subramanian (DIN: 11746038) (Mr. Surya Subramanian) as a Non-Executive Independent Director of the Bank

Mr. Surya Subramanian (DIN: 11746038) was appointed as an (Additional) Non-Executive Independent Director of the Bank, for a period of four (4) years w.e.f. June 5, 2026. The Special Resolution for the appointment of Mr. Surya Subramanian has been included in the Notice of the ensuing Annual General Meeting for approval of the Members of the Bank.

Completion of Term of Directors

1. Dr. Somnath Ghosh (DIN: 00401253), Non-Executive Independent Director completed his term as a Non-Executive Independent Director of the Bank on December 6, 2025, and accordingly ceased to be a Director of the Bank.

The Board placed on record its appreciation for the valuable contribution made by Dr. Somnath Ghosh during his term with the Bank as an esteemed member of the Board.

2. Mr. Rajeev Ahuja (DIN: 00003545), Executive Director of the Bank, retired from the services of the Bank upon completion of his term and accordingly ceased to be the Whole-time Director (designated as Executive Director) and Key Managerial Personnel of the Bank with effect from the close of business hours of February 20, 2026.

The Board expressed its profound appreciation for Mr. Rajeev Ahujas leadership through multiple phases of the Banks journey and acknowledged his resilience and commitment during challenging periods and his pivotal role and efforts in building the Bank.

3. Mr. Manjeev Singh Puri (DIN: 09166794), Non-Executive Independent Director completed his term as a Non-Executive Independent Director of the Bank on May 20, 2026, and accordingly ceased to be a Director of the Bank.

The Board placed on record its appreciation for the valuable contribution made by Mr. Manjeev Singh Puri during his term with the Bank as an esteemed member of the Board.

Re-constitution of the Board pursuant to the investment agreement dated October 18, 2025 (as amended) entered between the Bank and ENBD

The Investment Agreement (as amended) between the Bank and ENBD, among other things, set out the director nomination rights of the Investor which were incorporated in the Articles of Association of the Bank ("Articles"). These rights also qualify as special rights under Regulation 31B of the SEBI Listing Regulations. The Shareholders of the Bank had approved the director nomination rights of the Investor and the subsequent amendment to the Articles at the Extra-Ordinary General Meeting held on May 4, 2026. Further, the RBI had also approved the amendment to the Articles on May 6, 2026. Upon consummation of the Transaction, the Board was re-constituted on June 18, 2026 to induct five (5) Nominee Directors of ENBD. The Board also took on record the resignations of two (2) Non-Executive Non-Independent Directors. The details are explained below:

Appointment of Nominee Directors of ENBD

Basis the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on June 18, 2026, approved the appointment of the below named individuals as (Additional) Non-Executive Non-Independent Directors (Nominee Directors of ENBD), liable to retire by rotation.

• Mr. Shayne Keith Nelson (DIN: 02191937)

• Mr. Patrick John Sullivan (DIN: 11710803)

• Mr. Neeraj Makin (DIN: 11699792)

• Mr. Manoj Chawla (DIN: 11716190)

• Mr. Marwan Mahmood Mohammad Hadi (DIN :11711479)

The Ordinary Resolutions for appointments of Mr. Shayne Keith Nelson, Mr. Patrick John Sullivan, Mr. Neeraj Makin, Mr. Manoj Chawla and Mr. Marwan Mahmood Mohammad Hadi have been included in the Notice of the ensuing Annual General Meeting for approval of the Members of the Bank.

Resignation of Non-Executive Non-Independent Directors

The Board took on record the following resignations:

• Ms. Veena Mankar (DIN: 00004168) tendered her resignation as Non-Executive Non-Independent Director of the Bank with effect from the conclusion of the meeting of the Board held on June 18, 2026 (No. 8/2026-27) as part of the Board reorganization initiated by the Bank, pursuant to the investment by ENBD in accordance with the terms of the Investment Agreement dated October 18, 2025 (as amended).

• Mr. Gopal Jain (DIN: 00032308) tendered his resignation as Non-Executive Non-Independent Director of the Bank with effect from the conclusion of the meeting of the Board held on June 18, 2026 (No. 8/2026-27) on account of his other professional commitments and as part of the Board reorganization initiated by the Bank, pursuant to the investment by ENBD in accordance with the terms of the Investment Agreement dated October 18, 2025 (as amended).

The Board placed on record its appreciation for the valuable contributions made by Mr. Gopal Jain and Ms. Veena Mankar during their tenure as Non-Executive Non-Independent Directors of the Bank.

After the re-constitution on June 18, 2026, as well as on the date of this Report, the Board comprises of thirteen (13) Directors, of these, eleven (11) are Non-Executive Directors of which six (6) Directors are Non-Executive Independent Directors (one of whom being the Part-Time Chairman of the Bank and one being an Independent Woman Director) and five (5) Directors are (Additional) Non-Executive Non-Independent Directors of the Bank [the same being Nominee Directors of ENBD]. The remaining two (2) Directors are Whole-time Directors of which one (1) is Managing Director & CEO and the other is an Executive Director.

Changes in Key Managerial Personnel

During the year under review, Mr. Rajeev Ahuja (DIN: 00003545), Executive Director of the Bank, retired from the services of the Bank upon completion of his term and accordingly ceased to be the Whole-time Director (designated as Executive Director) and Key Managerial Personnel ("KMP") of the Bank with effect from the close of business hours of February 20, 2026. Pursuant to receipt of regulatory / statutory approvals, Mr. Jaideep Iyer was

appointed as a Whole-time Director (designated as Executive Director) and KMP of the Bank for a period of three (3) years commencing from February 21,2026 up to February 20, 2029.

Mr. Buvanesh Tharashankar ceased to be the Chief Financial Officer and KMP of the Bank with effect from close of business hours of December 15, 2025. Mr. Deepak Ruiya, Deputy Chief Financial Officer was appointed as an Interim Chief Financial Officer and KMP of the Bank with effect from December 30, 2025, till such time a Chief Financial Officer is appointed. Mr. Bhavin Lakhpatwala was appointed as the Chief Financial Officer and KMP of the Bank with effect from June 12, 2026. Consequent to the appointment of Mr. Bhavin Lakhpatwala, Mr. Deepak Ruiya ceased to be the KMP of the Bank and presently continues as the Deputy Chief Financial Officer of the Bank.

Mr. R. Subramaniakumar (DIN: 07825083), Managing Director & CEO, Mr. Jaideep Iyer, (DIN: 06384037), Executive Director, Mr. Bhavin Lakhpatwala, Chief Financial Officer and Ms. Niti Arya, Company Secretary are the Key Managerial Personnel of the Bank pursuant to Sections 2(51) and 203 of the Companies Act, 2013.

Retirement by rotation

Of the current board strength of thirteen (13) directors, the Managing Director & CEO, in terms of the approval granted by the Shareholders through Postal Ballot resolution passed on April 9, 2025, and the six (6) Non-Executive Independent Directors, pursuant to Section 149(13) of the Companies Act, 2013, are not liable to retire by rotation. Of the remaining six (6) directors, one director is an Executive Director liable to retire by rotation as per the terms of approval granted by the Shareholders through Postal Ballot passed on February 12, 2026 and five (5) directors are (Additional) Non-Executive Non-Independent Directors (Nominee Directors of ENBD) appointed by the Board at its meeting held on June 18, 2026 and the ordinary resolution for their appointments as directors liable to retire by rotation is included in the notice of the ensuing 83^rd Annual General Meeting. Accordingly, they shall be considered for the purpose of reckoning the directors being eligible to retire by rotation only post their appointment as Directors by the Shareholders of the Bank at this Annual General Meeting.

Thus, in terms of Section 152 of the Companies Act, 2013, Mr. Jaideep Iyer, Executive Director of the Bank retires by rotation at the ensuing 83^rd Annual General Meeting and being eligible, has offered himself for re-appointment. The resolution for the same along with the explanatory statement is included in the Notice convening the 83^rd Annual General Meeting for the approval of the Members of the Bank.

Independent Directors

As on March 31, 2026, Mr. Chandan Sinha (DIN: 06921244), Ms. Ranjana Agarwal (DIN: 03340032), Mr. Manjeev Singh Puri (DIN: 09166794), Dr. Sivakumar Gopalan (DIN: 07537575), Mr. Murali Ramakrishnan (DIN: 01028298) and Mr. Soma Sankara Prasad (DIN: 02966311) were Non-Executive Independent Directors of the Bank.

As on the date of this Report, Mr. Chandan Sinha (DIN: 06921244), Ms. Ranjana Agarwal (DIN: 03340032), Dr. Sivakumar Gopalan (DIN: 07537575), Mr. Murali Ramakrishnan (DIN: 01028298), Mr. Soma Sankara Prasad (DIN: 02966311) and Mr. Suryanarayan Subramanian (DIN: 11746038) (Mr. Surya Subramanian) are Non-Executive Independent Directors of the Bank.

All the Independent Directors have submitted their respective declarations stating that they meet the criteria prescribed for independence under Section 149(6) of the Companies Act, 2013 & Rules made thereunder and Regulation 16 of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the aforesaid criteria and possess requisite integrity, qualifications, proficiency, experience, expertise and are independent of the Management.

The Independent Directors of the Bank have complied with the requirements of the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Independent Directors who were required to comply with the requirement of online proficiency self-assessment test have duly completed the same within the required timelines.

Pursuant to consummation of the transaction with ENBD and the regulatory approvals, the Bank is classified as a foreign bank in subsidiary mode, with ENBD as its parent foreign bank and the provisions applicable to Foreign Banks operating in wholly owned subsidiary mode (including the board composition requirements) as stated in Chapter IV of the RBI (Commercial Banks - Governance) Directions, 2025, dated November 28, 2025, shall be applicable to the Bank except the requirement to have at least half of the directors attending the meetings of the Board to be independent directors shall not apply. The provisions of Chapter IV of the RBI (Commercial Banks - Governance) Directions, 2025, inter-alia stipulate that not less than one-third of the directors shall be independent of the management of the subsidiary in India, its parent and any subsidiary or other associate of the foreign bank parent. All the Independent Directors as on the date of this Report have also affirmed the adherence to the aforesaid independence criteria.

During the financial year under review, none of the Independent Directors of the Bank had resigned before the expiry of their respective term(s).

None of the Independent Directors of the Bank are being re-appointed at the ensuing Annual General Meeting.

Board Level Performance Evaluation

The performance evaluation of the Board as a whole as well as that of its Committees, Directors (including Independent Directors) and Chairman of the Board is carried out by the Board based on the criteria for evaluation / assessment as laid down by the Nomination and Remuneration Committee, in accordance with the relevant provisions of the Companies Act, 2013, the relevant Rules made thereunder and the SEBI Listing Regulations.

The manner in which the said performance evaluation has been carried out is outlined in the Corporate Governance Report forming part of this Report as an Annexure I.

Particulars of Employee Remuneration

A. The ratio of the remuneration of each director to the median employees remuneration, the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Bank for the financial year and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, are given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Bank and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Bank for the financial year:

Fixed remuneration pertaining to FY2024-25 was paid to NonExecutive Directors in FY2025-26 and fixed remuneration pertaining to FY2025-26 was paid in FY2026-27. For the purpose of calculating the ratio for Non-Executive Directors (other than Part-Time Chairman), the sitting fees paid to them during FY2025-26 and fixed remuneration paid to them during FY2025-26 as mentioned above, for FY2024-25 has been considered. The percentage increase has not been provided for Non-Executive Directors, as the remuneration paid across FY2025-26 and FY2024-25 is not directly comparable due to variations in the number of meetings held during the respective financial years and, in certain cases, fixed remuneration being paid on a pro-rata basis corresponding to the directors tenure during the respective financial years.

a Pursuant to the approval granted by the RBI, Mr. Chandan Sinha, Non-Executive Independent Director of the Bank was appointed as Non-Executive Part-Time Chairman of the Bank w.e.f. August 3, 2024 till May 20, 2026 at a fixed remuneration of X 27 lakh per annum. Accordingly, a fixed remuneration of X 27 lakh was paid to Mr. Chandan Sinha during FY2025-26 in addition to sitting fee(s) for attending Board/Committee meeting(s). During FY2025-26, Mr. Chandan Sinha was also paid fixed remuneration pertaining to the previous FY2024-25 on similar basis as paid to

The RBI, vide its letter dated February 23, 2026, has approved the re-appointment of Mr. Chandan Sinha as Non-Executive Part-Time Chairman of the Bank for a further period of three (3) years with effect from May 21, 2026 till May 20, 2029. The RBI vide the aforesaid letter has also approved the fixed remuneration of X 30 lakh per annum payable to Mr. Chandan Sinha in his capacity as Non-Executive Part-Time Chairman of the Bank in addition to the sitting fees and reimbursement of other expenses for attending Board and Committee meetings.

d Mr. Soma Sankara Prasad was appointed as a director with effect from January 15, 2025 and the fixed remuneration for FY2024-25 (paid in FY2025-26) was paid on a pro-rated basis.

Remuneration Policy

Remuneration policy for employees

Your Banks Remuneration Policy keeps in mind the strategy, ethos and financial performance of the Bank and market compensation trends at any given time. Your Bank recognizes that talent is critical to the long-term growth and success of the Bank, and it is a pre-requisite to have a compensation structure comparable with the industry.

Your Bank has set out its Remuneration Policy based on the concept of CTC (Cost to Company) and TEC (Total Employee Compensation), to make compensation packages for officers across all grades, competitive enough to attract, nurture and retain high caliber professionals in the Bank and have an organization structure that reflects specialization, focus and scale.

Your Banks Remuneration Policy is designed and aimed at attracting and retaining best possible / available talent that it requires to effectively grow the business and be considered a highly respected institution. It comprises of a balanced mix of Fixed & Variable cash and non-cash compensation and benefits / perquisites to deliver maximum value to the employee and other stakeholders.

Policy on appointment & compensation to Non-Executive Directors (including Independent Director) and Criteria for evaluation of Board and its Directors

In terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has, on recommendations of the Nomination and Remuneration Committee, framed a Policy on Appointment & Compensation to Non-Executive Directors (including Independent Director) and Criteria for evaluation of Board and its Directors ("Policy") which inter-alia specifies the criteria for identifying persons who are qualified to be appointed as Non-Executive Directors (including Independent Director) and

the appointment and the remuneration structure of the aforesaid Directors, along with criteria for evaluating their performance.

The Policy is based on the principles of Board diversity with respect to representation on the Board of the mandatory areas of special knowledge / practical experience and also other areas of expertise that would be beneficial to the Bank. The Nomination and Remuneration Committee will thus determine the optimum size of the Board which would be commensurate to the size, scale and operations of the Bank. The Nomination and Remuneration Committee while shortlisting candidates will be guided by fit and proper credentials, criteria of independence wherever the same is applicable and other aspects as prescribed by the RBI guidelines, the Companies Act, 2013 and the SEBI Listing Regulations, as amended, from time to time. The Policy was last reviewed by the Board in April 2026 to incorporate minor reference changes to the RBI (Commercial Banks - Governance) Directions, 2025 dated November 28, 2025.

Remuneration of Managing Director and Executive Director

The Board considers the recommendations of Nomination and Remuneration Committee and approves the remuneration of Managing Director and Executive Director, with or without modifications, subject to the approval of Members of the Bank and applicable regulatory approval.

The remuneration payable to Managing Director and Executive Director is subject to prior approval of the RBI and hence the remuneration or revision in remuneration is payable to them only post receipt of the approval from the RBI and Members of the Bank.

Remuneration of Part-Time Chairman

The Nomination and Remuneration Committee recommends the remuneration of the Part-Time Chairman to the Board which is considered and approved by the Board subject to the approval of the Members of the Bank and applicable regulatory approval.

The remuneration payable to the Part-Time Chairman is subject to prior approval of the RBI. Therefore, the remuneration or any revision therein is payable to the Part-Time Chairman only post receipt of the approval from the RBI and Members of the Bank.

The Part-Time Chairman is also entitled to sitting fees and reimbursement of other expenses for attending the Board / Committee meetings of the Bank. Apart from the payment of sitting fees for attending meeting of the Board of Directors or any Committees thereof, the Part-Time Chairman is also entitled to a remuneration as approved by the RBI. With respect to Mr. Chandan Sinha, the current Part-Time Chairman, for his first term approved by the RBI which was from August 3, 2024 upto May 20, 2026, the remuneration approved by RBI was Rs. 27 lakh per annum. While approving the re-appointment of Mr. Chandan

Sinha for the second term i.e. from May 21, 2026 till May 20, 2029 as a Part-Time Chairman, the remuneration approved by RBI was Rs. 30 lakh per annum.

Remuneration of Non-Executive Directors

The remuneration payable to Non-Executive Directors is governed by the provisions of the Banking Regulation Act, 1949, directions or guidelines issued by the RBI from time to time and provisions of the Companies Act, 2013 and rules made thereunder to the extent it is not inconsistent with respect to the provisions of the Banking Regulation Act, 1949 or the RBI directions or guidelines.

The Non-Executive Directors are eligible to be paid sitting fees for attending each meeting of the Board of Directors or any Committee thereof. The sitting fee for attending meetings of the Board is Rs. 1 lakh, Rs. 50,000 for attending meetings of Audit Committee, Risk Management Committee and Nomination and Remuneration Committee, respectively, Rs. 50,000 for Committee of Independent Directors (constituted by the Board at its meeting held on October 13, 2025) and Rs. 30,000 for the remaining Committees, names of which are mentioned in the section on "Audit Committee and other Board Sub-Committees".

Pursuant to RBI directions, Non-Executive Directors (other than the Chair of the Board) are eligible for a fixed remuneration not exceeding Rs. 30 lakh per annum. The Bank shall set suitable criteria, such that the fixed remuneration is commensurate with an individual directors responsibilities and demands on time and are considered sufficient to attract qualified competent individuals. Accordingly, based on the approvals granted by the Board, the Members of the Bank through Ordinary Resolution passed on June 28, 2024 by way of Postal Ballot approved the revised ceiling of Rs. 30 lakh per annum and accorded their consent to pay compensation to each Non-Executive Director of the Bank (other than the Part-Time Chairman) in the form of fixed remuneration not exceeding Rs. 30 lakh per annum. The Board shall stipulate the suitable criteria each time the remuneration is being determined and approve the amount of fixed remuneration to be paid to the Non-Executive Directors each year based on such criteria within the overall ceiling of Rs. 30 lakh per annum. The Bank does not grant any Stock Options to Non-Executive Directors.

With respect to the Non-Executive Non-Independent Directors (Nominee Directors of ENBD) appointed by the Board on June 18, 2026, the Bank has been communicated by ENBD that sitting fees and fixed remuneration that would otherwise be payable to the aforesaid Nominee Directors of ENBD is being waived. However, similar to other Non-Executive Directors, they will be eligible to travelling / halting allowance and all other reasonable expenses incurred in connection with board duties on an actual basis.

The fixed remuneration for the financial year ended March 31, 2025 which was paid during financial year ended March 31,2026

to the eligible directors is appropriately disclosed in the Corporate Governance Report annexed as Annexure I to this Report.

Employees Stock Option Plans

The Bank has formulated and adopted Employee Stock Option Plans ("ESOP") in terms of the Regulations / Guidelines issued by the Securities and Exchange Board of India.

The underlying philosophy of the Banks ESOP is to empower the present and future employees to share the value that they help to create for the Bank over a period of time. ESOP is also expected to strengthen the sense of ownership and belonging among the recipients. ESOP has been designed and implemented in such a manner that the compensation structure goes a long way in aligning the objectives of an individual with those of the Bank. In addition, during the year, your Bank continued with its plan of rewarding long-serving employees with ESOPs thus making them true partners in the Banks growth.

The Nomination and Remuneration Committee inter-alia administers and monitors the ESOP. The Bank has two active ESOP schemes viz. Employee Stock Option Plan 2013 (ESOP 2013) and Employee Stock Option Plan 2018 (ESOP 2018) under which stock options are issued to the employees of the Bank and its subsidiary.

ESOP 2013 and ESOP 2018 schemes of the Bank are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, ("SBEB & SE Regulations") and there were no material changes made to the said Schemes during the Financial Year 2026. The certificate from the Secretarial Auditor of the Bank certifying that the Banks Employees Stock Option Plans are being implemented in accordance with the provisions of the SBEB & SE Regulations and the respective resolutions passed by the Members of the Bank, shall be available for inspection electronically by the Members at the ensuing Annual General Meeting.

Board Meetings

Your Bank holds at least four (4) Board meetings in a year, one in each quarter, inter-alia to review the financial results of the Bank and the dates of the Board meetings are finalized well in advance after seeking concurrence of all the Directors. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting. In case of urgent matters, additional Board meetings are held in between the quarterly meetings to address business or regulatory requirements.

During the financial year under review, nineteen (19) Board meetings were convened and held. The intervening gap between the Board meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The details of the Board composition, and its meetings held during the year alongwith the attendance of the respective Directors thereat are set out in the Corporate Governance Report forming part of this Report as Annexure I.

Audit Committee of the Board and other Board Sub-Committees

Your Bank has a duly constituted Audit Committee of the Board ("ACB ) as per the provisions of Section 177 of the Companies Act, 2013, provisions of the SEBI Listing Regulations and the RBI Guidelines / Directions.

As on March 31, 2026, the ACB comprised of four (4) Directors, the majority of whom were Independent Directors including the Chairperson of the Committee.

The Board of Directors have also constituted other sub-committees. During the financial year under review, certain changes to the composition of the Committee were approved by the Board.

As on March 31,2026, there were twelve (12) sub-committees of the Board namely - ACB, Stakeholders Relationship Committee, Board Investment and Credit Committee, Special Committee of the Board for Monitoring and Follow-up of cases of Frauds, Nomination and Remuneration Committee, Risk Management Committee, Capital Raising Committee, Corporate Social Responsibility Committee, IT Strategy Committee, Customer Service Committee, Review Committee for Wilful Defaulters and Committee of Independent Directors (constituted by the Board at its meeting held on October 13, 2025). The Board at its meeting held on March 17, 2026, considered and approved the dissolution of the Branding, Marketing & Communications Committee.

The details of composition of the Board sub-committees, their terms of reference and other details are set out in the Corporate Governance Report forming part of this Report as Annexure I.

The ACB and other Board sub-committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board.

Related Party Transactions

Your Bank has in place a Policy on Dealing with the Related Party Transactions as per the provisions of the SEBI Listing Regulations and the Companies Act, 2013 read with the rules made thereunder.

The Bank obtains approval of the ACB before entering into any Related Party Transactions and subsequent material modifications, if any. Approval of the Board of Directors in terms of the Companies Act, 2013 is also obtained for entering into

Related Party Transactions by the Bank, as applicable. A quarterly update on the Related Party Transactions is provided to the ACB and the Board of Directors for their review and consideration.

All Related Party Transactions entered during the financial year under review were in the ordinary course of business and on an arms length basis. There were no material transactions entered into by the Bank with any related party during the financial year under review. Pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions, as required under Section 134(3)(h) of the Companies Act, 2013 read with the applicable Rules in Form AOC-2 is not applicable to the Bank.

Details of related party transactions as per Accounting Standard 18 (AS-18) entered into during the financial year ended March 31, 2026 are given in Note No. 13 in Schedule 18, forming part of Notes to Accounts.

Subsidiary Company

As on March 31, 2026, your Bank has one wholly owned subsidiary i.e. RBL FinServe Limited ("RFL"), which is not a material subsidiary as per the SEBI Listing Regulations. RBL FinServe Limited; headquartered in Mumbai, India, is a Business Correspondent, distributing various financial services and products for the Bank, in the rural and semi urban markets.

RFL continues to source microfinance loans for the Bank through its branches and has diversified its portfolio and ventured into sourcing of Secured lending products viz Affordable Housing Loans ("AHL") & Loan against Property ("LAP").

Microfinance business update:

As on March 31, 2026, RFL has presence across 18 states and 324 districts with a network of 1,080 JLG Branches as compared to 1,165 branches as on March 31, 2025. It serves a client base of 34.05 lakhs with assets under management ("AUM") of 9,832 crore (including portfolio written off at the Bank), with the states of Bihar, Uttar Pradesh and Rajasthan comprising ~53.5% of the total book.

Secured Business update:

As on March 31, 2026, the products of small ticket LAP and AHL are offered across 43 locations where the Bank has an underwriting presence. During the year, total disbursements for this vertical stood at ^ 198.21 crore.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rules made thereunder, your Bank has prepared consolidated financial statements of the Bank with its wholly owned subsidiary company, RBL FinServe Limited, in the same form and manner as that of the Bank which forms part of this Annual Report and shall be laid before the ensuing Annual General Meeting of the Bank along with the laying of the Banks Standalone Financial Statements under Section 129(2) of the Companies Act, 2013.

The comparative consolidated financial performance of the Bank for the financial year ended March 31, 2026, with that of March 31, 2025, is summarized in the following table:

A statement containing the salient features of the financial statements of the wholly owned subsidiary company in Form AOC-1, pursuant to the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to the Financial Statements forming part of this Annual Report.

Names of Companies which have become or ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year

During the year under review, no company has become or ceased to be a subsidiary, joint venture or associate of your Bank.

In terms of the approval granted by RBI, on June 18, 2026, the Bank allotted 92,91,34,820 equity shares to ENBD by way of preferential allotment, pursuant to which ENBD acquired 60% of the paid-up equity share capital of the Bank and became the Promoter of the Bank.

Adequacy of Internal Financial Controls with reference to Financial Statements

Proper internal financial controls were in place and the financial controls were adequate and were operating effectively. Further, the statutory auditors have, in compliance with the requirements of Companies Act, 2013, issued an opinion with respect to the adequacy of the internal financial controls over financial reporting of the Bank and the operating effectiveness of such controls, details of which may be referred to in the Independent Auditors report attached to the financial statements of financial year ended March 31,2026.

Material changes and commitments affecting the financial position of the Bank

The material changes and commitments, affecting the financial position of the Bank that have occurred between the end of the financial year of the Bank i.e. March 31, 2026 upto the date of the Directors Report i.e. July 17, 2026 have been disclosed under the relevant sections in this Report.

Deposits

Being a Banking company, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 and 74 of the Companies Act, 2013 are not applicable to your Bank. The details of the deposits received and accepted by your Bank as a banking company are enumerated in the financial statements for the financial year ended March 31,2026.

Nature of Business

Your Bank has not changed its nature of business during the financial year under review.

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186(11) read with Section 134(3)(g) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided or acquisition of securities by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in note number 8 of Schedule 18 of the financial statements for the financial year ended March 31, 2026, as per the applicable provisions of the Banking Regulation Act, 1949.

Auditors

Statutory Auditors

In accordance with the requirements of the RBI guidelines, M/s. KKC & Associates LLP, Chartered Accountants, (Firm Registration Number - 105146W/W100621) and M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) are the joint statutory auditors of the Bank, as per the details of their appointment being mentioned hereinafter.

Pursuant to the approvals granted by the Members of the Bank, M/s. KKC & Associates LLP, Chartered Accountants,

(Firm Registration Number - 105146W/W100621) will hold office until the conclusion of the 84^th Annual General Meeting and M/s. Singhi & Co., Chartered Accountants, (Firm Registration Number - 302049E) will hold office until the conclusion of the 85^th Annual General Meeting. The appointment of the Statutory Auditors is subject to approval of the RBI every year.

The RBI vide its letter dated June 4, 2026, has approved the appointment of M/s. KKC & Associates LLP and M/s. Singhi & Co., Chartered Accountants as the Joint Statutory Auditors of the Bank for the year 2026-27 i.e. for their third and second year respectively.

M/s. KKC & Associates LLP and M/s. Singhi & Co., Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013 read with the relevant rules made thereunder and the RBI Guidelines, to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors of the Bank. Further, as required under the relevant provisions of the SEBI Listing Regulations, both the Joint Statutory Auditors have also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and they hold a valid certificate issued by the Peer Review Board of ICAI. Further, they have confirmed that they fulfil the eligibility norms for appointment of Statutory Auditor of Private Sector Banks as prescribed by the RBI.

In accordance with the requirement of the RBI Guidelines, the Bank has also framed a Board approved Policy on appointment of Statutory Auditors.

Secretarial Auditor

M/s. S. N. Ananthasubramanian & Co. (SNA & Co.), Practicing Company Secretaries (Firm Registration No. P1991MH040400 and Peer Review Certificate No.5218/2023), were appointed as the Secretarial Auditors of the Bank at the 82^nd Annual General Meeting, for a term of five (5) consecutive years, i.e. from FY 2025-26 till FY 2029-30, on such terms and conditions, including remuneration, as may be approved by the ACB / Board. The Bank provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this report as Annexure II.

During the financial year under review, your Bank has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Reporting of Frauds by Auditors

Pursuant to Section 143(12) of the Companies Act, 2013 read with applicable rules and Circular No. NF-25013/2/2023 dated June 26, 2023 issued by National Financial Reporting Authority, during FY2025-26, the statutory auditors reported to the Audit

Committee, the frauds as identified by the Bank details of which are given below:

13 fraud cases were reported where Bank employees were involved in fraud, however, out of 13 instances only 8 instances were in the nature of financial fraud. The details as required under Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014 is provided below:

During the financial year under review, pursuant to Section 143(12) of the Act, the Secretarial Auditors of the Bank have not reported any instances of frauds committed in the Bank by its officers or its employees.

Qualifications/Reservation in Statutory and Secretarial Audit Reports

There was no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors or the Secretarial Auditor in their respective Reports.

During the financial year under review, there was no revision of financial statements and Directors Report of the Bank.

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Bank has zero tolerance towards any action on the part of any executive which may fall under the ambit of Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every woman executive working in the Bank. The Bank has formulated a Policy and has complied with

provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. As a part of Anti Sexual Harassment initiatives, the Bank created a mandatory e-learning module for all the employees called Prevention of Sexual Harassment ("POSH"). The disclosure in respect of complaints filed including the cases pending for more than ninety days (i.e. received & pertinent to POSH) under the said Policy during the financial year ended March 31,2026 is disclosed under Corporate Governance Report annexed as Annexure I to this Report.

Confirmation w.r.t compliance of the provisions relating to the Maternity Benefit Act, 1961

Your Bank has complied with the provisions relating to the Maternity Benefit Act, 1961.

Whistle Blower Policy (Vigil Mechanism)

Details required to be disclosed in this regard have been provided under Corporate Governance Report annexed as Annexure I to this Report.

Significant and material order passed by regulators or courts or tribunals impacting the going concern status and operations of the Bank

During the financial year under review, there were no significant / material orders passed by the Regulators / Courts / Tribunals etc. which would impact the going concern status of the Bank and its future operations.

There is no application or proceeding pending against the Bank under the Insolvency and Bankruptcy Code 2016 during the financial year under review.

Risk Management Policy

The Board of the Bank has constituted a Risk Management Committee in accordance with the provisions of Regulation 21 of the SEBI Listing Regulations and the RBI Directions. The details with respect to its terms of reference, composition and meetings held during the year under review are set out in the Corporate Governance Report forming part of this Report as Annexure I.

Your Bank has a robust Risk Management framework with dedicated policies to manage specific risks, in place. The details of the Risk Management framework are separately provided in Management Discussion and Analysis Report which forms an integral part of this Annual Report.

G. OTHER DISCLOSURES Code of Conduct for Employees

For a financial institution, trust is the most important asset. To this end, your Bank strives to ensure that its actions are in accordance with the highest standards of personal and professional integrity and highest level of ethical conduct. Your Bank has adopted a Code of Conduct which all its employees have to adhere to. The employees have to conduct their duties according to the

aforesaid Code and avoid even the appearance of improper behaviour. Some of the areas which are covered by the Code of Conduct are fairness of employment practices, protection of intellectual property, integrity, customer confidentiality, conflict of interest, prevention of insider trading, etc.

Bribery and Corruption

Your Bank has a responsibility both to the Members of the Bank and to the communities in which we do business to be transparent in all our dealings. Your Banks Code of Conduct requires that we do not engage in bribery or corruption in any form and explicitly mentions that the Bank will not pay or procure the payment of a bribe or unlawful fee to encourage the performance of a task or one which is intended or likely to compromise the integrity of another. Your Bank & its employees will not accept any payment, gift or inducement from a third party which is intended to compromise our own integrity. The Code of Conduct also includes procedures dealing with Gifts & Entertainment, Conflicts of Interest and other important matters.

Corporate Social Responsibility ("CSR")

Your Bank strives to proactively encourage inclusive growth and development, thereby participating towards building a sustainable future.

Your Bank also has a Board approved Policy on Corporate Social Responsibility ("CSR Policy") in place. In alignment with the CSR Mission Statement, the Bank has focused on various initiatives for the financial year ended March 31, 2026, the details of CSR activities with the brief outline of CSR Policy including overview of the programs / Projects undertaken by the Bank, amount spent and other relevant details are furnished in Annexure III to this Report.

Corporate Social Responsibility Committee ("CSR Committee")

The Bank has duly constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013 to assist the Board and the Bank in fulfilling the corporate social responsibility objectives of the Bank.

As on March 31, 2026, the CSR Committee comprised of four (4) members of which two (2) were Independent Directors which included the Part-Time Chairman of the Bank who is the Chairman of the Committee, Managing Director & CEO and Executive Director. As on the date of this Report, the CSR Committee comprised of five (5) members of which three (3) are Independent Directors which includes the Part-Time Chairman of the Bank who is the member of the Committee, one (1) Whole-time Director i.e. Managing Director & CEO and one (1) (Additional) Non-Executive Non-Independent Director (Nominee of ENBD). The composition of the CSR Committee and its terms of reference are detailed in the Corporate Governance Report forming part of this Report as Annexure I.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year under review, as per Regulation 34(2)(e) of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

Awards and Recognitions

During the year under review, your Bank was recipient of the following awards:

• Asset Triple A Digital Awards 2026

• Best Core System Project (Imanage)

• Best Data Analytics Project (Rinsights)

• Best Financial Artificial Intelligence Project (Mule Hunter)

• 21^st Banking Technology Citations Ceremony

• Al & ML Adoption (WINNER)

• Tech Talent & Organization (WINNER)

• Digital Sales & Engagement (SPECIAL MENTION)

• Infosys Finacle Innovation Awards.

• Business Model Innovation

• Gold Winner - Software Development Kit for Gift City

Ratings

Your Bank has been assigned Issuer Rating of "AAA" with Stable Outlook by ICRA Limited ("ICRA").

Your Banks Basel III Tier II Bonds have been rated as "AAA" with Stable Outlook by ICRA and Infrastructure Bonds have been rated as "AAA" with Stable Outlook by CRISIL. Instruments rated with this rating are considered to have lowest credit risk.

Your Banks Fixed Deposits have been rated as "AAA" with Stable Outlook by CRISIL and ICRA. Fixed deposit programme with this rating is considered to have lowest credit risk.

Your Banks Certificate of Deposits carries a rating of "A1+" by CRISIL and ICRA which indicates the lowest short term credit risk. Further, the Banks short term fixed deposit programme carries a rating of "A1+" by ICRA which indicates lowest short term credit risk.

Your Banks ratings were assigned by CRISIL and upgraded by ICRA in June / July 2026.

Know Your Customer/Anti-Money Laundering Measures

The Bank maintains a robust framework for compliance with applicable Know Your Customer ("KYC"), Anti-Money Laundering ("AML"), and Countering the Financing of Terrorism ("CFT") requirements. The Banks KYC/AML Policy is formulated in accordance with the Prevention of Money Laundering Act, 2002, Prevention of Money-Laundering (Maintenance of Records) Rules, 2005, RBI (Commercial Banks - Know Your Customer)

Directions, 2025, and various other guidelines issued by SEBI/ PFRDA/IFSCA/IBA etc. issued from time to time. The Bank undertakes necessary due diligence and maintains records in accordance with applicable laws and regulatory requirements. The Bank complies with all relevant reporting and disclosure obligations prescribed by regulatory authorities, including the RBI, the Financial Intelligence Unit-India ("FIU-IND"), and other competent authorities, as applicable. The Board of Directors and senior management exercise oversight over the Banks KYC/ AML framework, ensuring that appropriate policies, systems, and controls are in place to identify, assess, monitor, and mitigate money laundering and terrorist financing risks. The Bank also conducts periodic training and awareness programmes for its employees and officials on KYC/AML matters and keeps abreast of evolving regulatory expectations through participation in industry forums, workshops, and seminars conducted by regulators and industry bodies including FIU, RBI, IBA, Centre for Advanced Financial Research & Learning ("CAFRAL") and College of Agricultural Banking ("CAB").

Requirement for maintenance of cost records

The Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

CEO/CFO Certificate

Pursuant to the provisions of Regulation 33(2)(a) read with Regulation 17(8) of the SEBI Listing Regulations, the certificate issued by Managing Director & CEO and Chief Financial Officer of the Bank on the financial statements for the financial year ended March 31, 2026 was placed before the Board of Directors at its meeting held on April 25, 2026.

The said certificate is forming part of this Report as an Annexure IC to Corporate Governance Report.

H. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. The applicable accounting standards have been followed in preparation of the annual accounts for the financial year ended 2025-26 and there have been no material departures;

ii. Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made to give a true and fair view of the Banks state of affairs and of its Profit for financial year ended 2025-26;

iii. Proper and sufficient care has been taken 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;

iv. The annual financial statements have been prepared on a going concern basis;

v. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGMENT

The Board is grateful to the valuable and steady support, guidance and co-operation provided to the Bank from time to time by the Government of India, the RBI, Securities and Exchange Board of India, Indian Banks Association, other Regulatory Authorities, Rating Agencies, Financial Institutions, other banks and correspondents in India and abroad. The Board acknowledges the trust and confidence reposed by the depositors, clients and investors and convey their deep appreciation and request for their continued patronage.

The Board expresses its deep gratitude and appreciation to all the employees of the Bank for their remarkable efforts as well as their exemplary commitment and contribution to the Banks performance. The Board appreciates the healthy relationship with the Officers Organization and Employee Union, which has facilitated the growth and development of the Bank and has created a positive work environment.

The Board also conveys its sincere thanks to the Customers, Vendors, Business Partners, Government and all other Business Associates for their continued support and patronage to the Bank and the Management.

The role of Members of the Bank in terms of being the key partners in the Banks progress is well appreciated. The Board acknowledges the continued support of the Members and is grateful for the confidence that they have placed in the Board and the Banks Management.