The Board of Directors of RBL Bank Limited ("the Bank”) take great pleasure in presenting the 82nd Annual Report of the Bank along
with the Audited statement of accounts for the financial year ended March 31, 2025.

A. FINANCIAL PERFORMANCE

The comparative standalone financial performance of the Bank for the financial year ended March 31, 2025 with that of March 31,
2024 is summarized in the following table:

(R in crore)

The Bank posted a net total income of R 10,269 crore and net
profit of R 695 crore for the financial year ended March 31, 2025
as against a net total income of R 9,086 crore and net profit of
R 1,168 crore for the financial year ended March 31,2024.

The Bank has appropriated R 174 crore towards Statutory
Reserves, R 27 crore towards Capital Reserves, R 400 crore
towards Revenue & Other Reserves and R 10 crore towards
Special Reserves created under section 36(1) (viii) of the Income
Tax Act, 1961.

B. BUSINESS UPDATE AND STATE OF AFFAIRS OF
THE BANK

The details on the business update and state of affairs of the
Bank are separately provided in Management Discussion and

Analysis Report which forms an integral part of the Annual
Report.

C. FINANCIAL DISCLOSURES
Dividend

In view of the overall performance of the Bank, your Directors
are pleased to recommend a dividend of Re. 1 (10%) per Equity
(ordinary) Share of the face value of R 10/- each for the financial
year ended March 31,2025.

In terms of the Income Tax Act, 1961, the dividend income is
taxable in the hands of the Members. Therefore, the dividend will
be paid to the Members after deduction of applicable tax, if any.

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as

amended (SEBI Listing Regulations), the Bank has formulated
and adopted a Dividend Distribution Policy duly approved by the
Board and the same is available on the website of the Bank at
https://www.rblbank.com/investor-relations.

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.

Share Capital

During the financial year ended March 31, 2025, your Bank
added ? 38.16 crore (including premium) through allotment of
27,76,174 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 ? 2.78 crore and share premium increased by
? 35.38 crore.

The paid-up equity share capital of the Bank as on financial
year ended March 31, 2025 stood at ? 607.88 crore divided into
60,78,76,059 equity shares of ? 10/- each.

The Members at the 81st Annual General Meeting held on August
7, 2024, had approved the increase in the Authorised Capital of
the Bank from ? 7,00,00,00,000 (Rupees Seven Hundred crore)
divided into 70,00,00,000/- (Seventy crore) equity (ordinary)
shares of ? 10/- (Rupees Ten) each to ? 10,00,00,00,000 (Rupees
One Thousand crore) divided into 1,00,00,00,000 (One Hundred
crore) equity (ordinary) shares of ? 10 each by creation of
additional 30,00,00,000/- (Thirty crore) equity (ordinary) shares
of ? 10 each, ranking pari-passu with the existing equity shares
of the Bank.

Accordingly, the Authorised capital of the Bank as of March 31,
2025 stood at ? 1,000 crore divided into 1,00,00,00,000 equity
(ordinary) shares of ? 10/- each.

The Board at its meeting held on August 29, 2025 considered
the need of the Bank to maintain adequate capitalization over
and above the regulatory minimum and improve balance sheet
strength. The Board reckoned that enhancing the core capital,
namely the Tier-I capital (which is currently at 14.06% as of
March 31,2025) will enable the Bank to be in a strong position to
support its future growth and expansion plans. Considering the
above, the Board in order to enable the Bank to capitalize on the
opportunities that could arise going forward and facilitate raising
of funds approved the proposal to grant an enabling approval
to the Bank to raise funds through issuance of equity (ordinary)
shares of the Bank by way of a qualified institutions placement
("QIP”) for an amount upto ? 3500 crore by way of placement
of equity shares to Qualified Institutional Buyers, in one or more
tranches, which shall constitute upto 15% of the post-issue

paid -up equity share capital of the Bank in accordance with the
provisions of the Companies Act, 2013, Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended and such other acts, rules and
regulations and subject to such regulatory / statutory approvals,
as may be applicable.

The Special Resolution for the same is included in the Notice
convening 82nd Annual General Meeting for the approval of the
Members of the Bank. Pursuant to the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended, the
authority granted under the Special Resolution for the matter
specified above proposed for approval of the Members of the
Bank will need to be exercised within 365 days from the date of
passing the Special Resolution.

During the financial year under review, the Bank has 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, 2025.

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 Reserve Bank of India's
("RBI”) Master Circular - Basel III Capital Regulations dated
April 1, 2022, as amended from time to time ("Basel III Capital
Regulations”) aggregating up to USD 100 million (equivalent
? 854.75 crore as on March 31, 2025) [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 15.54% as on March 31,2025 as against the minimum
requirement of 11.50%. Your Bank complies with the Capital
Adequacy guidelines of the Reserve Bank of India, also known as
'Basel III Guidelines'.

Net Worth

Your Bank's net worth, as on March 31, 2025 is ? 14,930.02
crore. It comprises of paid-up equity share capital of ? 607.88
crore and reserves of ? 14,322.14 crore (excluding Revaluation
Reserve and Foreign Currency Translation Reserves and reduced
by Deferred Tax assets).

D. CORPORATE GOVERNANCE

Your Bank's 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 SEBI Listing Regulations is annexed as Annexure IA
and forms an integral part of this Report.

E. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34 (2) (f) of the SEBI Listing Regulations,
a Business Responsibility and Sustainability Report ("BRSR”)
has to be furnished by the top One Thousand listed companies
based on market capitalization in the format prescribed by SEBI.
Accordingly, the report describing the initiatives taken by the
Bank from an Environmental, Social and Governance ("ESG”)
perspective is presented in a separate section forming part of
this Annual Report. The BRSR is also available on the website of
the Bank at https://www.rblbank.com/investor-relations.

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
Council's (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 Bank's ESG
framework over time.

The integrated sustainability report for the financial year ended
March 31,2025, forms an integral part of this Report.

Any Member interested in obtaining a copy of BRSR may write
to the Company Secretary of the Bank at the Registered Office of
the Bank or by email at investorgrievances@rblbank.com.

F. STATUTORY DISCLOSURES

Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Bank in the
prescribed Form MGT-7, is being made available on the website
of the Bank at https://www.rblbank.com/investor-relations.

Conservation of Energy and Technology Absorption

Summary of measures taken by your Bank with respect to
conservation of energy and technology absorption are covered in
this Annual Report, specifically in Management Discussion and
Analysis Report forming part of this Annual Report. Your 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 31,2025, your Bank earned
? 524.28 crore and spent ? 609.46 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 Directors ("Board”) of your Bank is constituted in
accordance with the provisions of the Companies Act, 2013,
the Banking Regulation Act, 1949 ("the BR Act, 1949”), 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.

Thus, 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 Reserve Bank of India 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, 2025, the Board comprised of Eleven (11)
Directors, of these, Nine (9) were Non-Executive Directors of
which Seven (7) 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
(including one Woman Director). 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 upto the date of this
Report, the following changes took place in the composition of
the Board and Key Managerial Personnel.

Appointment/Re-appointment

The below appointment(s)/re-appointment(s) were made
with the approval of the Board, based on the recommendation
of the Nomination and Remuneration Committee and were
subsequently approved by the Members of the Bank and the
Reserve Bank of India (as applicable):

• Appointment of Mr. Chandan Sinha (DIN: 06921244),
Non-Executive Independent Director of the Bank as the
Non-Executive Part-Time Chairman of the Bank

Pursuant to approval granted by the Reserve Bank of India
vide its letter dated July 22, 2024, Mr. Chandan Sinha
(DIN: 06921244), Non-Executive Independent Director of
the Bank since May 21, 2021 was appointed as the Non¬
Executive Part-Time Chairman of the Bank w.e.f. August
3, 2024 till May 20, 2026 in place of Mr. Prakash Chandra
who had completed his term as Non-Executive Part-Time
Chairman and Non-Executive Independent Director of the
Bank on August 2, 2024.

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

The Reserve Bank of India 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
years with effect from June 23, 2025 to June 22, 2028, the
same was also approved by the Members of the Bank vide
Ordinary Resolution passed on April 9, 2025 by means of
Postal Ballot. Mr. R. Subramaniakumar is not liable to retire
by rotation.

• Appointment of Mr. Murali Ramakrishnan (DIN: 01028298)
as a Non-Executive Independent Director of the Bank

Mr. Murali Ramakrishnan (DIN: 01028298), was appointed
as an Additional Non-Executive Independent Director of
your Bank, with effect from April 11, 2024. The Members
of the Bank vide Special Resolution passed by means of
postal ballot on June 28, 2024, accorded their approval
for the appointment of Mr. Murali Ramakrishnan as a
Non-Executive Independent Director w.e.f. April 11, 2024,
for a period of 4 years. In terms of Section 149(13) of the
Companies Act, 2013, Mr. Murali Ramakrishnan is not liable
to retire by rotation.

• Re-appointment of Ms. Ranjana Agarwal (DIN: 03340032)
as a Non-Executive Independent Director of the Bank for a
Second Term

Ms. Ranjana Agarwal (DIN: 03340032) was appointed as an
Independent Director of the Bank with effect from November
30, 2019 for a period of five years upto November 29, 2024.
The Members of the Bank vide Special Resolution passed
by means of postal ballot on November 21, 2024 accorded
their approval for the re-appointment of Ms. Ranjana
Agarwal as a Non-Executive Independent Director of the
Bank for the second consecutive term of three years with
effect from November 30, 2024 upto November 29, 2027

i.e. till the completion of her 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, Ms. Ranjana Agarwal is not
liable to retire by rotation.

• 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 vide Special Resolution passed by means 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 4 years. In terms of Section 149(13)
of the Companies Act, 2013, Mr. Soma Sankara Prasad is
not liable to retire by rotation.

• Retirement by rotation and re-appointment of
Ms. Veena Mankar (DIN: 00004168), Non-Executive
Non-Independent Director of the Bank at the 81st Annual
General Meeting

Ms. Veena Mankar (DIN: 00004168), Non-Executive Non¬
Independent Director of the Bank whose term of office
had come up for retirement by rotation at the 81st Annual
General Meeting and being eligible she had offered herself
for re-appointment and was re-appointed by the Members

of the Bank at the 81st Annual General Meeting held on
August 7, 2024.

Completion of Tenure of Directors

1. Mr. Ishan Raina (DIN: 00151951), Non-Executive
Independent Director ceased to be an Independent Director
of the Bank with effect from close of business hours on April
29, 2024, upon completion of the maximum permissible
tenure of eight years, under the Banking Regulation Act,
1949.

The Board placed on record their appreciation for the
valuable contribution made by Mr. Ishan Raina during his
tenure as an Independent Director of the Bank.

2. Mr. Prakash Chandra (DIN: 02839303), completed his tenure
as Non-Executive Part-Time Chairman ("Chairman”) and
Non-Executive Independent Director of the Bank on August
2, 2024, and ceased to be Chairman and Independent
Director of the Bank upon the completion of his term.

The Board placed on record their appreciation for the
remarkable leadership and valuable insights provided
by Mr. Prakash Chandra to the Bank during his tenure as
Chairman and an esteemed member of the Board.

Key Managerial Personnel

Mr. R. Subramaniakumar (DIN: 07825083), Managing Director
& CEO, Mr. Rajeev Ahuja, (DIN: 00003545), Executive Director,
Mr. Buvanesh Tharashankar, 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.

During the year under review, there have been no changes in the
Key Managerial Personnel of the Bank.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013
and the Articles of Association of the Bank, Mr. Gopal Jain
(DIN: 00032308), Non-Executive Non-Independent Director
of the Bank retires by rotation at the ensuing (82nd) Annual
General Meeting and being eligible, has offered himself for
re-appointment. The resolution for the same is included in the
Notice convening the 82nd Annual General Meeting for the
approval of the Members of the Bank.

Independent Directors

As on March 31, 2025, Mr. Chandan Sinha (DIN: 06921244),
Ms. Ranjana Agarwal (DIN: 03340032), Dr. Somnath Ghosh
(DIN: 00401253), 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. 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.

During the financial year under review, none of the Independent
Directors of the Bank had resigned before the expiry of their
respective tenure(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 employee's 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:

Note- During the financial year under review, the Bank paid
compensation in the form of fixed remuneration to Non-Executive
Directors (other than Part-Time Chairman) of the Bank in accordance
with RBI guidelines. RBI vide its Circular dated February 9, 2024
revised the ceiling for fixed remuneration payable to NEDs from

t 20 lakh per annum to t 30 lakh per annum. Accordingly, during
FY2024-25, the Non-Executive Directors (other than Part-Time
Chairman) were paid fixed remuneration pertaining to the FY2023-
24, considering a ceiling of t 20 lakh p.a. for the period from April 1,
2023 till February 9, 2024 and a ceiling of t 30 lakh p.a. for the period
from February 10, 2024 till March 31, 2024. The Non-Executive Part¬
Time Chairman is paid the fixed remuneration as approved by the
Reserve Bank of India and Members of the Bank. Also, all the Non¬
Executive Directors were paid sitting fee(s) for the Board/Committee
meeting(s) attended by them during FY2024-25. Details of payment
made to each Director are covered under Corporate Governance
Report forming part of this Report as Annexure I.

Remuneration for Non-Executive Directors (including Part-Time
Chairman) includes sitting fees and fixed remuneration paid to
them. For a few Directors who were appointed/completed their
tenure during FY2024-25, the fixed remuneration was paid on pro¬
rata basis. The amount(s) considered as remuneration for the
calculation of the ratio and percentage increase in remuneration for
Non-Executive Directors is explained below:

^a Pursuant to the approval granted by the Reserve Bank of India,
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 t 27 lakh per annum. Accordingly, a fixed remuneration of
t 17.83 lakh was paid to Mr. Chandan Sinha on pro-rata basis
for the period August 3, 2024 till March 31, 2025 in addition to
sitting fee(s) for attending Board/Committee meeting(s). During
FY2024-25, Mr. Chandan Sinha was also paid fixed remuneration
pertaining to the previous financial year 2023-24 on similar basis
as paid to other Non-Executive Directors.

For the purpose of calculating the ratio and percentage increase
in remuneration paid to Mr. Chandan Sinha, only the fixed
remuneration pertaining to the financial year 2023-24 paid on
similar basis as paid to other Non-Executive Directors in the
financial year 2024-25 has been considered. The remuneration
(for the period August 3, 2024 till March 31, 2025) paid to him in
his capacity as Non-Executive Part-Time Chairman has not been
included (had such remuneration been included, the ratio would
have been 10.45x and percentage increase would have been
74.60%).

^b The total remuneration paid to Mr. R. Subramaniakumar, Managing
Director & CEO, during FY2024-25 has been considered. This
includes the revised Fixed Pay along with perquisites paid to him
with effect from April 1, 2024 and Variable Pay-Cash paid during
FY2024-25 (as per deferral schedule in line with the Bank's Policy)
as approved by the Reserve Bank of India and the Members of the
Bank.

^c The total remuneration paid to Mr. Rajeev Ahuja, Executive Director,
during FY 2024-25 has been considered. This includes the revised
Fixed Pay along with perquisites paid to him with effect from
April 1, 2024 and Variable Pay-Cash paid during FY2024-25 (as per
deferral schedule in line with the Bank's Policy) as approved by the
Reserve Bank of India and the Members of the Bank.

^d Dr. Sivakumar Gopalan and Mr. Gopal Jain were appointed as
Non-Executive Independent Director and Non-Executive Non
Independent Director, respectively, during the financial year 2022¬
23 i.e. on August 22, 2022.

^e Mr. Murali Ramakrishnan and Mr. Soma Sankara Prasad were
appointed as Non-Executive Independent Directors during
the financial year 2024-25 i.e. on April 11, 2024 and January
15, 2025, respectively and the remuneration paid to these
directors comprising of sitting fees for the Board/Committee
meetings attended by them during the period i.e. from the date
of their appointment till March 31, 2025, has been considered as
remuneration for the purpose of calculating the ratio.

^f Mr. Prakash Chandra completed his term as Part-Time Chairman
and Non-Executive Independent Director of the Bank on August 2,
2024. Pursuant to the approval granted by the Reserve Bank of
India, Mr. Prakash Chandra was eligible for a fixed remuneration of
t 18 lakh per annum, thus a fixed remuneration of t 6.11 lakh was
paid to him on pro-rata basis for the period April 1, 2024 till August
2, 2024 in addition to sitting fee(s) for attending Board/Committee
meeting(s). The same has been considered as remuneration for
the purpose of calculating the ratio.

^g Mr. Ishan Raina ceased to be an Independent Director effective
close of business hours on April 29, 2024, upon completion of
tenure. The fixed remuneration paid for FY2023-24 and sitting fees
paid for the Board/Committee meeting(s) attended by him for the
period from April 1, 2024 upto the date of his completion of tenure
on close of business hours of April 29, 2024 has been considered
as remuneration for calculating the ratio.

^h Fixed remuneration pertaining to FY2022-23 was paid to Directors
in FY 2023-24 and fixed remuneration pertaining to FY 2023-24 was
paid in FY 2024-25. Hence, percentage increase in remuneration is
provided only for those Non-Executive Directors who were on the
Board for full financial year in FY 2022-23 and FY 2023-24.

'x' denotes the median remuneration of the employees.

2. The percentage increase in the median remuneration of
employees in the financial year

The percentage increase in the median remuneration of
employees in the financial year was 9.6%.

3. The number of permanent employees on the rolls of Bank

The number of permanent employees (female-3,217 and
male-10,840) on the rolls of the Bank as on March 31,2025
was 14,057.

4. Average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial

remuneration.

Average increase in remuneration is 10.52% for employees
other than managerial personnel and 7.7% for managerial
personnel (including Managing Director & CEO, Executive
Director, Chief Financial Officer and Company Secretary).

It is hereby affirmed that the remuneration paid to Directors
and KMPs is as per the Remuneration Policy of the Bank
and whereever applicable has been approved by the
Reserve Bank of India.

B. The statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended by the Companies (Appointment
and Remuneration of Managerial Personnel) Amendment
Rules, 2016 forms part of this report. In terms of Section 136
of the Companies Act, 2013 read with second proviso of Rule
5 (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Annual Reports
are being sent to the Members of the Bank, excluding the
information as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended, as mentioned aforesaid and the
same is open for inspection electronically on all working
days between 11:00 a.m. to 1:00 p.m. upto the date of
Annual General Meeting. A copy of this statement may
be obtained by the Members by writing to the Company
Secretary of the Bank at the Registered Office of the Bank
or by email at investorgrievances@rblbank.com.

Remuneration Policy

Remuneration policy for employees

Your Bank's 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 Bank's 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.

Your Bank strongly believes that an equity component in the
compensation goes a long way in aligning the objectives of
employees with those of the Bank. The underlying philosophy of
stock options is to enable the employees, present and future, to
get a share in the value that they help to create for the Bank over
a certain period of time. This Policy is available on the Bank's
website at https://www.rblbank.com/investor-relations.

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 recommendation
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
and other aspects as prescribed by the Reserve Bank of India
guidelines, the Companies Act, 2013 and the SEBI Listing
Regulations, as amended, from time to time. The Policy was last
reviewed and amended by the Board in April 2025 to inter-alia
incorporate the amendments as prescribed by SEBI to SEBI
Listing Regulations.

The Policy as mentioned above is available on the website of the
Bank at https://www.rblbank.com/investor-relations.

Remuneration of Managing Director and Executive
Director

The Board considers the recommendation 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 Reserve Bank of
India and hence the remuneration or revision in remuneration
is payable to them only post receipt of the approval from the
Reserve Bank of India 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 Reserve Bank of India. Therefore, the
remuneration or any revision therein is payable to the Part-Time
Chairman only post receipt of the approval from the Reserve
Bank of India and Members of the Bank.

The Part-Time Chairman is also entitled to sitting fees and
meeting of expenses for attending the Board and Committees.
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
Reserve Bank of India. As per the terms of approval granted by
the Reserve Bank of India for the current Part-Time Chairman,
he is entitled to be paid a remuneration of ? 27 lakh per annum.

Remuneration of Non-Executive Directors

The remuneration payable to Non-Executive Directors (NEDs) is
governed by the provisions of the Banking Regulation Act, 1949,
the Reserve Bank of India guidelines issued 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 Reserve
Bank of India guidelines.

The NEDs are paid sitting fees for attending each meeting of
the Board of Directors or any Committee thereof. NEDs are paid
sitting fee of ? 1 lakh for attending meetings of the Board, ? 50,000
for attending meetings of Audit Committee, Risk Management
Committee and Nomination and Remuneration Committee,
respectively and ? 30,000 for the remaining Committees, names
of which are mentioned in the section on "Audit Committee
and other Board Sub-Committees”. All NEDs are entitled to
reimbursement of expenses for participation in the meetings of
the Board and Committees thereof. The Bank does not grant any
Stock Options to NEDs.

RBI vide its Circular RBI/2023-24/121 DoR.HGG.GOV
REC.75/29.67.001/2023-24 dated February 9, 2024 referring
to its earlier circular dated April 26, 2021, revised the ceiling for
fixed remuneration payable to NEDs from ? 20 lakh per annum
to ? 30 lakh per annum. This revision was considering the crucial
role of NEDs in efficient functioning of bank Boards and their
various committees and to enable banks to sufficiently attract
qualified and competent individuals to their board.

Accordingly, based on the approvals granted by the Board,
the Members of the Bank vide Ordinary Resolution passed on
June 28, 2024 by means of Postal Ballot approved the revised
ceiling of ? 30 lakh per annum and accorded their consent to
pay compensation to each NED of the Bank (other than the

Part-Time Chairman) in the form of fixed remuneration not
exceeding ? 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
NEDs each year based on such criteria within the overall ceiling
of ? 30 lakh per annum.

The fixed remuneration for the financial year ended March 31,
2024 which was paid during financial year ended March 31,2025
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 Bank's 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 Bank's 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.

The Members of the Bank at the 79th Annual General Meeting
held on September 21, 2022, inter-alia approved the amendment
to ESOP 2018 relating to definition of Employee, Determination
of Exercise Price and the enhancement in the quantum of equity
stock options for the purpose of grant.

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
2025. The certificate from the Secretarial Auditor of the Bank
certifying that the Bank's 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.

Further details of the ESOP are given in the notes to accounts in
the attached financial statements and the statutory disclosure

as mandated under Regulation 14 of SBEB & SE Regulations
forms part of this report and the same is available electronically
on the website of the Bank at https://www.rblbank.com/investor-
relations.

Board Meetings

Your Bank holds atleast four 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, Sixteen (16) 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, 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 and other Board Sub-Committees

Your Bank has a duly constituted Audit Committee as per the
provisions of Section 177 of the Companies Act, 2013, provisions
of the SEBI Listing Regulations and the Reserve Bank of India
Guidelines.

As on March 31, 2025, the Audit Committee comprised of five
Directors, the majority of whom were Independent Directors
including the Chairperson of the Committee.

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

As on March 31, 2025, there were twelve sub-committees of the
Board namely - Audit Committee, Stakeholders' Relationship
Committee, Board Investment and Credit Committee, Special
Committee of the Board for Monitoring and Follow-up of cases
of Frauds (erstwhile Fraud Monitoring Committee), Nomination
and Remuneration Committee, Risk Management Committee,
Capital Raising Committee, Corporate Social Responsibility
Committee, IT Strategy Committee, Customer Service Committee,
Branding Marketing & Communications Committee and Review
Committee for Wilful Defaulters (erstwhile Review Committee
for Wilful Defaulters and Non-Cooperative Borrowers).

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 Audit Committee 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 Audit Committee 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 Audit Committee 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
arm's 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, 2025 are given in Note No. 13 in Schedule 18, forming part of
'Notes to Accounts'.

The Policy on Dealing with the Related Party Transactions is
available on the website of the Bank at https://www.rblbank.com/
investor-relations.

Subsidiary Company

As on March 31,2025, 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. During the financial year 2024-25, RFL 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, 2025, RFL has presence across 18 states
and 332 districts with a network of 1165 JLG Branches
as compared to 952 branches as on March 31, 2024. It
serves an active client base of 28.8 lakh with assets under
management (AUM) of R 6,166 crore, with the states of
Bihar, Rajasthan, UP, Odisha and Karnataka comprising ~
68% of the total book.

• Secured Business update:

During the financial year under review, RFL has also
started sourcing secured loans for the Bank. As on March
31, 2025, the products of small ticket LAP and AHL are
offered across 50 co-housed locations where the Bank
has an underwriting presence. During the financial year
under review, total disbursements for this vertical stood at
R 48.84 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 Bank's 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, 2025, with that of
March 31, 2024, is summarized in the following table:

(R in crore)

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.

Further, in accordance with the fourth proviso of Section
136(1) of the Companies Act, 2013 read with the applicable
rules, the audited annual accounts of the said wholly owned

subsidiary company of the Bank have been hosted on the
Bank's website at https://www.rblbank.com/investor-relations.
Any Member interested in obtaining a physical copy of
the said financial statements may write to the Company
Secretary at the Registered Office of the Bank or by email at
investorgrievances@rblbank.com. The same is also open for
inspection electronically on all working days between 11:00 a.m.
to 01:00 p.m. upto the date of Annual General Meeting.

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.

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
Auditor's report attached to the financial statements of financial
year ended March 31,2025.

Material changes and commitments affecting the
financial position of the Bank

There are no material changes and commitments, affecting the
financial position of the Bank that have occurred between the
end of the financial year of the Bank i.e. March 31, 2025 upto
the date of the Directors' Report i.e. August 29, 2025, except as
disclosed.

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 31,2025.

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, 2025, 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. G. M. Kapadia & Co., Chartered Accountants, Mumbai, (Firm
Registration Number:104767W) and M/s. KKC & Associates LLP,
Chartered Accountants, (Firm Registration Number - 105146W/
W100621) are the joint statutory auditors of the Bank for
financial year 2024-25, as per the details of their appointment
being mentioned hereinafter.

Pursuant to the approvals granted by the Members of the Bank,
M/s G.M. Kapadia & Co., Chartered Accountants, Mumbai,
(Firm Registration Number:104767W) will hold office till the
conclusion of the ensuing i.e. 82nd Annual General Meeting
and M/s. KKC & Associates LLP, Chartered Accountants, (Firm
Registration Number - 105146W/W100621) will hold office until
the conclusion of the 84th Annual General Meeting.

Considering the completion of term of M/s. G.M. Kapadia & Co.,
Chartered Accountants at the ensuing Annual General Meeting,
the Board at its meeting held on July 18, 2025, basis the
recommendation of the Audit Committee, and pursuant to the
approval of the Reserve Bank of India and subject to the approval
of the Members of the Bank, approved the appointment of
M/s. Singhi & Co., Chartered Accountants, (Firm Registration
Number - 302049E) as one of the Joint Statutory Auditors of
the Bank, to hold office as such for a period of 3 years from
the conclusion of the 82nd Annual General Meeting until the
conclusion of the 85th Annual General Meeting, subject to the
approval of the RBI every year and on such terms and conditions,
including remuneration, as may be approved by the Audit
Committee and the Board.

As the appointment of Joint Statutory Auditors is subject
to approval of the RBI for each year, the appointment
of M/s. Singhi & Co., Chartered Accountants, has been
approved by RBI for the financial year i.e. FY2025-26, along
with M/s. KKC & Associates LLP, Chartered Accountants. In
accordance with the requirement of the RBI Guidelines, the Bank
has also framed a Board approved Policy on appointment of
Statutory Auditors.

M/s. Singhi & Co., Chartered Accountants (Firm Registration
No. 302049E), was established in 1953 offering services in the
areas of audit & assurance, risk advisory, internal audit, corporate
finance, tax consulting, business process re-engineering, Ind-AS
and offshoring. The firm is a member of Moore Global, a prominent
global accounting network. The firm has varied experience in the
Banking, Financial Services and Insurance (BFSI) sector, having
provided audit / non-audit and consultancy services to private,
public and foreign banks. M/s. KKC & Associates LLP, Chartered
Accountants 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 ICAI and they hold a valid certificate issued by the
Peer Review Board of ICAI. Further, they have confirmed that they
fulfill the eligibility norms for appointment of Statutory Auditor of
Private Sector Banks as prescribed by the Reserve Bank of India.

The resolution alongwith explanatory statement providing the
details of the remuneration for seeking approval of the Members
of the Bank for the appointment of M/s. Singhi & Co., Chartered
Accountants as one of the Joint Statutory Auditors alongwith
M/s. KKC & Associates LLP, Chartered Accountants (as the other
Joint Statutory Auditor) is included in the Notice convening the
82nd Annual General Meeting.

Secretarial Auditor

Section 204 of the Companies Act 2013 as well as
Regulation 24A of SEBI Listing Regulations mandate the
requirement of Secretarial Audit Report given by a Company
Secretary in practice to be annexed with the Board's Report.
Pursuant to these requirements, the Board had appointed
M/s. S. N. Ananthasubramanian & Co., Practicing Company
Secretaries, Mumbai as its Secretarial Auditor for the financial
year ended March 31, 2025 to carry out Secretarial Audit. 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, 2025 is annexed to this
report as Annexure II.

Securities and Exchange Board of India (SEBI) notified certain
amendments to Regulation 24A of SEBI Listing Regulations
effective from December 13, 2024 which stipulates inter-alia
that on the basis of recommendation of the Board of Directors,
a listed entity shall appoint or re-appoint a Secretarial Audit
firm as Secretarial Auditor for not more than two terms of five
consecutive years each with the approval of its shareholders in
its Annual General Meeting. The SEBI Listing Regulations have
also prescribed the requirements for eligibility, qualifications and
disqualifications of the Secretarial Auditor.

In compliance with the above, basis the recommendation of
the Audit Committee, the Board of Directors of the Bank at
their meeting held on August 29, 2025 have recommended for
the approval of the Members of the Bank, the appointment of
M/s. S. N. Ananthasubramanian & Co., Practicing Company
Secretaries, as the Secretarial Auditor of the Bank, for a term of

five consecutive years to undertake the Secretarial Audit of the
Bank.

M/s. S. N. Ananthasubramanian & Co. (SNA & Co.), Practicing
Company Secretaries (Firm Registration No. P1991MH040400)
has a rich history that stretches over three decades. Ever since
1991, when the firm commenced practice, they have dedicated
themselves to provide services in their chosen fields, with the
highest standard of integrity in all their endeavours. Founded as
a proprietorship by S. N. Ananthasubramanian, SNA & Co., was
converted into a partnership firm in the year 2015. SNA & Co.,
could assimilate its experience of more than three decades to
strive to become one of the preferred firms. They have a strong
team of Qualified Company Secretaries who are very experienced
and professional in terms of their knowledge, regulatory insight
and their thorough and systematic approach to audit.

M/s. S. N. Ananthasubramanian & Co. have consented for the
above mentioned appointment. They have also confirmed that
they have subjected themselves to peer review process of ICSI
and hold a valid certificate issued by the Peer Review Board of
ICSI and fulfilment of the eligibility norms for the above mentioned
appointment in accordance with the provisions of Regulation
24A of SEBI Listing Regulations and have also affirmed that
they have not incurred any of the disqualifications as specified
under SEBI Listing Regulations read with SEBI Circular dated
December 31, 2024.

The resolution alongwith the explanatory statement providing
relevant details as prescribed under SEBI Listing Regulations is
included in the Notice of the 82nd Annual General Meeting for
seeking approval of the Members of the Bank for appointment of
M/s. S. N. Ananthasubramanian & Co as the Secretarial Auditor
of the Bank, for a term of 5 (five) consecutive years, i.e. from
FY 2025-26 till FY 2029-30.

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 Rule 13(1) to (2) of the Companies (Audit and Auditors)
Rules, 2014 and Circular No. NF-25013/2/2023 dated June 26,
2023 issued by National Financial Reporting Authority, there
were 2 (Two) instances of fraud committed during FY 2024-25
which were reported to the Central Government in Form ADT- 4
by the Statutory Auditors of the Bank.

Further, there were 35 (Thirty Five) instances of frauds
aggregating to t 1.09 crore committed during FY 2024-25, by the
officers or employees of the Bank and reported by the Statutory

Auditors to the Audit Committee of the Board. The details relating
to the same 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 were 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 Director's 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 31,2025 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 proceedings 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 Reserve Bank of India
Guidelines. 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 Bank's 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, 2025, 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.

The CSR Policy of the Bank is available on the website of the
Bank at https://www.rblbank.com/investor-relations.

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, 2025, the CSR Committee comprised of five
members of which three were Independent Directors which
included the Part-Time Chairman of the Bank who is the
Chairman of the Committee and Managing Director & CEO and
Executive Director. 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 2025

Best API Project - Inward Remittance API

Best Core System Project - Future Ready Core Banking

System

• 20th Banking Technology Citations Ceremony
BEST AI&ML BANK (WINNER)

BEST DIGITAL SALES, PAYMENTS & ENGAGEMENT
(RUNNER UP)

BEST TECHNOLOGY BANK (SPECIAL MENTION)

BEST IT RISK MANAGEMENT (SPECIAL MENTION)

• Jombay

Jombay's WOW Workplace Awards
Ratings

Your Bank's Basel III Tier II Bonds have been rated as "AA-"
with Stable Outlook by CARE Ratings Limited (CARE) and ICRA
Limited (ICRA). Instruments rated with this rating are considered
to have high degree of safety regarding timely servicing of
financial obligations.

Your Bank's Certificate of Deposits carries a rating of "A1 ” by
ICRA and CARE which indicates the lowest short term credit risk.
Further, your Bank's Fixed Deposit programme carries rating of

"AA-” with Stable Outlook by ICRA which indicates low credit risk
and the Bank's short term fixed deposit programme carries a
rating of "A1 ” by ICRA which indicates lowest credit risk.

Your Bank's ratings were reaffirmed by ICRA in August 2025 and
by CARE in September 2024.

Know Your Customer (KYC)/Anti-Money Laundering
(AML) Measures

Your Bank complies with the RBI's KYC/AML guidelines. The
Bank's KYC/ AML Policy is prepared in accordance with the
Prevention of Money Laundering Act, 2002, Master Direction
- Know Your Customer (KYC) Direction, 2016 issued by RBI
and various other guidelines issued by SEBI/PFRDA/IFSCA/
IBA etc. Various regulatory reporting requirements, as set
out by the Financial Intelligence Unit (FIU) of the Government
of India, are complied with by the Bank. Your Bank uses
automated transaction monitoring system under supervision
of centralised AML team. Further, your Bank's employees are
imparted training on KYC/AML aspects on a regular basis.
Executives of the Bank also attend periodic workshops/seminars
organised by FIU, RBI, IBA, Centre for Advanced Financial
Research & Learning (CAFRAL) and College of Agricultural
Banking (CAB), Pune to enhance their awareness in evolving
KYC AML issues.

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, 2025 was placed before the Board of Directors at its
meeting held on April 25, 2025.

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 2024-25 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 Bank's state of affairs and of its Profit for financial year
ended 2024-25;

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 Reserve Bank of India, Securities and
Exchange Board of India, IBA, 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 Bank's
performance. The Board appreciates the healthy relationship
with the Officer's 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 Bank's progress is well appreciated. The Board of
Directors acknowledges the continued support of the Members
and is grateful for the confidence that they have placed in the
Board of Directors and the Bank's management.

For and on behalf of the Board of Directors

Chandan Sinha R Subramaniakumar

Chairman Managing Director & CEO

(DIN: 06921244) (DIN: 07825083)

Place : Mumbai
Date : August 29, 2025