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

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

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

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

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

way to integrate generative artificial
intelligence (Gen AI) into banking
products and services. In addition,
it has established a technology
innovation center in Bengaluru
to facilitate and incubate new
technology ideas and initiatives
and support fintech companies in
emerging banking technologies.

A culture built on mutual trust,
confidence, fairness and equal
opportunities remains central
to your Bank's DNA. The Bank
has been consistently winning
pole positions in 'Great Place to
Work' annual awards in various
categories.

FINANCIAL HIGHLIGHTS AND STATE OF THE BANK'S AFFAIRSThe financial performance for FY 2025-26 is summarized below:
A. Growth

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

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

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

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

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

CREDIT RATING

During FY 2025-26, CRISIL Ratings
Limited reaffirmed the Bank's Tier II
Bonds rating as CRISIL AA-/Stable
and the Certificates of Deposit

DIVIDEND

Your Board is pleased to recommend
an enhanced dividend of '1.45 per

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

Program and Short-term Fixed
Deposit Program ratings as CRISIL
A1 . CARE Ratings Limited also
reaffirmed the Bank's Tier II Bonds

equity share of '10.00 each for the
financial year ended March 31, 2026,

C. Asset Quality

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

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

Provisions Other Than Tax
increased to '318.78 Crores
in FY 2025-26 from '208.39
Crores in FY 2024-25. The Bank
continues to follow conservative
provisioning for Non-Performing
Assets (NPA), while also
maintaining periodic floating
provision and provision against
standard assets. For FY 2025¬
26, the Gross NPAs ratio stood
at 2.45%, while the Net NPA
Ratio was 0.89%. The overall
Provision Coverage Ratio stood
at 78.42%.

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

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

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

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

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

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

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

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

DIRECTORS

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

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

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

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

Further, Mr. Shaffiq Dharamshi, on
May 08, 2026 has resigned from the
position of Non-Executive (Non¬
Independent Director) of the Bank with
effect from close of business hours
on May 08, 2026, due to his other
professional and time commitments.
The Board of Directors of the Bank
at its meeting held on February
17, 2026, has approved the re¬
appointment of Mr. Krishnan Sridhar
Seshadri as the Whole Time Director
(Executive Director) of the Bank for
a period of One (1) year with effect
from June 13, 2026 to June 12, 2027
(both days inclusive), subject to the
approval of the RBI and subsequent
Shareholders' approval. Pursuant
to the application made by the Bank
in this regard, the RBI vide its letter
no. CO.DOR.HGG.NO.S1681/29-
03-001/2026-2027 dated May 25,
2026, has conveyed its approval for
the said reappointment. The proposal
in this regard is also recommended
to the Shareholders of the Bank
for their approval at the ensuing
AGM. A brief resume relating to his
re-appointment, are furnished in the
notice of the 31^st AGM.

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

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

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

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

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

Mr. Krishnan Sridhar Seshadri -
Whole Time Director,

Mr. Ravi Kumar - Chief Financial
Officer and

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

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

During the year under review,

Ms. Anuradha T.P. had tendered
her resignation from the services
of the Bank to pursue a full-time
professional education course
outside India and ceased to be the
Chief Internal Auditor (CIA) and
Senior Management Personnel of
the Bank with effect from close of
business hours on September 16,

2025.

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

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

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

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

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

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

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

www.dcb.bank.in/about-us/investor-
relations (Website ^ About Us ^
Investor relations ^ Corporate
Governance ^ Familiarisation
Programme)

Declaration by Independent
Directors

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

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

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

STATUTORY AUDITORS

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

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

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

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

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

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

regard. Also, the Board of Directors
of the Bank had recommended
for approval of the RBI, the
reappointment of M/s. Varma &
Varma, Chartered Accountants
(Registration No. 004532S) for their
third and final year for FY 2026-27.
The RBI has vide, its letter
Ref CO.DOS.RPD.No.
S915/08.37.005/2026-27 dated
May 07, 2026 has approved the
reappointment of M/s. Varma &
Varma, Chartered Accountants
(Registration No. 004532S) and
appointment of M/s Deloitte Haskins
& Sells, Chartered Accountants
(FRN:117365W), as the Joint
Statutory Auditors of the Bank for the
FY 2026-27, being their third year
and first year respectively.

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

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

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

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

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

ANNUAL RETURN

A copy of the Annual Return as
of March 31,2026 pursuant to
sub-section (3) of Section 92 of
the Companies Act, 2013 read
with Rule 11(1) of the Companies
(Management and Administration)
reported by the Statutory Auditors
and Secretarial Auditor under Section
143(12) of the Act, to the Audit

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

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

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

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

Committee or the Board of Directors
of the Bank.

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

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

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

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

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

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

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

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

No person of age less than
21 years shall be appointed
as a Director on the Board.

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

www.dcb.bank.in/about-us/investor-
relations (Website ^ About Us ^
Investor relations ^ Corporate
from an environmental, social and
governance perspective forms part
of this Report and has been hosted
on the website of the Bank at the
following Link: www.dcb.bank.in/

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

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

• Majority of the Directors as
required under BR Act shall

Governance ^ Code and Policies)

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

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

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

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

PARTICULARSOF LOANS, GUARANTEES OR INVESTMENTS BY THE BANK

Pursuant to Section 186(11) 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 by a
banking company in the ordinary
course of business. The particulars

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

and on arm's length basis and
there were no 'material' contracts
or arrangement or transactions with

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

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

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

as may be approved by the

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

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

• Independent Directors are not
entitled for Employee Stock
Options.

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

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

• Policy For Appointment, Re¬
appointment and Remuneration
for Whole Time Directors
including Managing Director &
CEO is available at:
www.dcb.bank.in/about-us/
investor-relations (Website ^
About Us ^ Investor relations
^ Corporate Governance ^
Code and Policies)

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

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

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

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

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

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

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

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

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

• provide means to enable
the Bank to attract and

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

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

f) Affirmation that the

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

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

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

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

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

CSARs were granted

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

• The provisions of SEBI
(Share Based Employee
Benefits and Sweat Equity)
Regulations, 2021 (“SEBI
(SBEB&SE) Regulations,
2021”), do not apply

to cash settled SARs
Scheme. As the Bank's

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

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

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

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

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

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

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

Bank has appointed M/s. S.N.
Ananthasubramanian & Co.,
Practicing Company Secretaries
(COP 1774) as the Secretarial
Auditor for FY 2025-26 and their
report is attached separately to this
Report.

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

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

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

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

The Bank is in compliance with the
applicable Secretarial Standards

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

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

ONE-TIME SETTLEMENT

There was no instance of one-time settlement with any other Bank or financial institution during the FY 2025-26.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE BANK

financial year of the Bank i.e.,
March 31, 2026 and the date of the
Directors' Report.

AUDIT COMMITTEE OF THE BOARD (ACB)

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

CORPORATE GOVERNANCE

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

Corporate Social Responsibility (CSR):1. Brief outline of the CSR Policy of the Bank

CSR Activities shall mean all the Corporate Social Responsibility activities / programs / initiatives of the Bank,
either ongoing or new, dealing with the activities mentioned in CSR thrust areas. The activities shall conform to
those specified in Schedule VII to the Act (as amended from time to time) and as recommended by the CSR &
ESG (Corporate Social Responsibility & Environmental, Social and Governance) Committee and approved by
the Board. Thrust areas or activities ascribed to them are defined in the Policy, as amended by the Board, from
time to time.

Projects/ programs to be undertaken are related with CSR thrust areas of the Bank.

Thrust areas shall mean and include any one or more of the following CSR activities:

a) Conservation of water/ water storage/ water usage/ protecting water bodies

b) Waste management

c) Recycling

d) Promote waste to energy and renewal energy

e) Support technology incubators attached to academic institutions

f) Preservation and promotion of archaeological, cultural, artistic, historical heritage and national treasures
with focus on protection of water sources, promotion of harvesting of water, propagation of waste
management, promoting recycling and adoption of renewable energy

g) Disaster Relief

*Mr. Farokh N. Subedar ceased to be a member with effect from close of business hours on October 14, 2025 on
account of cessation his directorship from the Board of the Bank. Further, Mr. Nadir Bhalwani was inducted as a
member of CSR & ESG Committee with effect from April 14, 2026.

3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the
board are disclosed on the website of the Bank.

www.dcb.bank.in/about-us/corporate-social-responsibility

www.dcb.bank.in/about-us/board-committees

4. Provide the executive summary along with the web link(s) of Impact Assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8, if applicable: NA

5. a) Average net profit of the Bank as per sub-section (5) of Section 135: '717.63 Crores

b) Two percent of average net profit of the Bank as per sub-section (5) of Section 135: '14.35 Crores

c) Surplus arising out of the CSR Projects or programs or activities of the previous financial years: NIL

d) Amount required to be set-off for the Financial Year, if any: NIL

e) Total CSR obligation for the Financial Year [(b) (c)- (d)]: '14.35 Crores

6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): '14.61 Crores

b) Amount spent in Administrative Overheads: '0.13 Crores

c) Amount spent on Impact Assessment, if applicable: NA

d) Total amount spent for the Financial Year [(a) (b) (c)]: '14.74 Crores

e) CSR amount spent or unspent for the Financial Year:

f) Excess amount for set-off, if any:

Particular

(i) Two percent of average net profit of the
Bank as per Section 135(5)

(ii) Total amount spent for the Financial Year

(iii) Excess amount spent for the Financial Year [(ii)-(i)]

(iv) Surplus arising out of the CSR projects or programs or activities of
the previous financial years, if any

(v) Amount available for set off in succeeding financial years [(iii)-(iv)]

7. Details of unspent Corporate Social Responsibility amount for the preceding three Financial Years: NA

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in
the Financial Year: NA

9. Specify the reason(s) if the Company has failed to spend two per cent of the average net profit as per subsection (5) of
Section 135: NA

Sd/- Sd/-

Praveen Achuthan Kutty Nasser Munjee

Managing Director & CEO Chairman- CSR & ESG Committee

ACKNOWLEDGEMENTS

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

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

On behalf of the Board of Directors

Sd/- Sd/-

Praveen Achuthan Kutty Pushan Mahapatra

Managing Director & CEO Independent Director

Place: Mumbai
Date: June 05, 2026