RBL Bank Director Report

The Board of Directors of RBL Bank Limited (the Bank”) take great pleasure in presenting the 81st Annual Report of the Bank along with the Audited statement of accounts for the financial year ended March 31, 2024.

A. FINANCIAL PERFORMANCE

The comparative standalone financial performance of the Bank for the financial year ended March 31, 2024 with that of March 31, 2023 is summarized in the following table:

Particulars	FY 24	FY 23	(Rs in crore) Change(%)
Advances (Net)	83,987	70,209	19.6%
Deposits	103,494	84,887	21.9%
Net interest income	6,043	4,998	20.9%
Other income	3,043	2,490	22.2%
Net total income	9,086	7,488	21.3%
Operating expenses	6,055	5,285	14.6%
Provisions and contingencies	1,779	1,022	74.1%
Profit before Tax	1,252	1,181	6.0%
Taxes	84	298	(71.8%)
Profit after Tax	1,168	883	32.3%
Gross NPA ratio	2.65%	3.37%	-
Net NPA ratio	0.74%	1.10%	-
Capital Adequacy Ratio	16.18%	16.92%	-
Business per employee	15.03	14.06	6.9%
Business per branch	344.00	299.99	14.7%
Appropriations
Transfer to Statutory Reserve	292	221	-
Transfer to Capital Reserve	0.02	3	-
Transfer to Revenue and Other Reserves	800	200	-
Transfer to Investment Fluctuation Reserve	-	187	-
Transfer to Special Reserve	10	10	-
Dividend Paid	90	-	-

The Bank posted 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 as against a net total income of R 7,488 crore and net profit of R 883 crore for the financial year ended March 31, 2023.

The Bank has appropriated R 292 crore towards Statutory Reserves, R 0.02 crore towards Capital Reserves, R 800 crore towards Revenue & Other Reserves and R 10 crore towards Special Reserves created under section 36(1)(viii) of 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 R 1.50 (15%) per Equity (ordinary) Share of the face value of R 10/- each for the financial year ended March 31,2024.

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://ir.rblbank.com/codes-and-policies.aspx.

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, 2024, your Bank added ? 79.32 crore (including premium) through allotment of 5,531,822 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 ? 5.53 crore and share premium increased by ? 73.79 crore.

The paid-up equity share capital of the Bank as on financial year ended March 31, 2024 stood at ? 605.10 crore divided into 605,099,885 equity shares of ? 10/- each.

During the financial year under review, there has been no change in the Authorized capital of the Bank. The Authorized capital of the Bank as at March 31, 2024 stood at ? 700 crore divided into 700,000,000 equity (ordinary) shares of ? 10/- each.

The Board at its meeting held on June 27, 2024 considered the need of the Bank to maintain adequate capitalisation 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 14.38% as of March 31,2024) 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 below proposals/resolutions and granted its consent to include the resolutions for the below proposals in the Notice of the ensuing Annual General Meeting:

(i) Proposal to increase the authorized capital of the Bank from ? 700 crore divided into 700,000,000 equity (ordinary) shares of ? 10/- each to ? 1000 crore divided into 1000,000,000 equity (ordinary) shares of ? 10/- each. The Board also approved the consequential alteration to the Capital Clause in the Memorandum of Association subject to the approval of the RBI and Members of the Bank.

(ii) 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 ? 3,500 Crore by way of placement of equity shares to Qualified Institutional Buyers, in one or more tranche or tranches, which shall constitute up to 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 Ordinary Resolution for the matter specified under (i) above and the Special Resolution for the matter specified under (ii) above is included in the Notice convening the 81st 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 under (ii) 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 31,2024.

Debt Securities

The Unsecured Redeemable Non-Convertible Debentures (NCDs”) issued by the Bank, on a private placement basis aggregating to ? 330 crore which were listed on BSE Limited were fully redeemed on April 15, 2023, with the redemption of said NCDs, the Bank has redeemed all its outstanding NCDs listed with BSE Limited and as on date of this report there are no outstanding NCDs listed with Stock Exchanges.

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 ? 834.05 crore as on March 31, 2024) [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 16.18% as on March 31,2024 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''.

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 [email protected].

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://ir.rblbank.com/.

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 Business Responsibility and Sustainability 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 31,2024, your Bank earned ? 420.93 crore and spent ? 536.00 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 & NonIndependent 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, 2024, 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 re-appointment of Mr. Rajeev Ahuja (DIN: 00003545) as an Executive Director for a period of 3 years from February 21, 2023 till February 20, 2026 which was approved by the Reserve Bank of India on February 7, 2023 was approved by Members of the Bank vide Ordinary Resolution passed on April 27, 2023 by means of Postal Ballot.

Mr. Murali Ramakrishnan (DIN: 01028298), was appointed as an Additional Non-Executive Independent Director of the Bank w.e.f. April 11, 2024 for a period of four (4) years by the Board of Directors at their meeting held on April 11, 2024 on the recommendation of Nomination and Remuneration Committee. In terms of Section 149(13) of the Companies Act, 2013, Mr. Murali Ramakrishnan shall not be liable to retire by rotation. Approval of the Members by way of a special resolution has been sought for the aforesaid appointment vide Postal Ballot Notice dated May 25, 2024 for which the remote e-voting period is from Thursday, May 30, 2024, 10:00 a.m. (IST) and ends on Friday, June 28, 2024, 5:00 p.m. (IST).

Retirement by rotation approved/concurred by the Members at the 80th Annual General Meeting of the Bank held on August 28, 2023

Mr. Vimal Bhandari (DIN: 00001318), Non-Executive Non-Independent Director whose term of office was to retire by rotation did not offer himself for re-appointment and he retired by rotation, at the 80th Annual General Meeting held on August 28, 2023. The Board placed on record their appreciation for the valuable contribution made by Mr. Vimal Bhandari during his tenure as Non-Executive Non-Independent Director of the Bank.

Completion of tenure of Directors

Mr. Yogesh K. Dayal (DIN: 07594913), Additional Director, appointed by the Reserve Bank of India (RBI), ceased to be a Director upon completion of his term on December 23, 2023 as per the period stipulated by the RBI in their letter dated December 24, 2021. The Board placed on record its deep appreciation for the valuable contribution made by Mr. Yogesh K. Dayal during his tenure as an Additional Director (appointed by the RBI) on the Board of the Bank.

Mr. Ishan Raina (DIN: 00151951), Non - Executive Independent Director ceased to be a 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.

Key Managerial Personnel

Mr. Buvanesh Tharashankar who joined the Bank as Head-Finance and was part of the Senior Management w.e.f. August 14, 2023 was appointed as Chief Financial Officer (CFO”) and whole time Key Managerial Personnel (KMP”) of the Bank effective September 29, 2023 with the approval of the Board.

Consequent to the aforesaid appointment, Mr. Deepak Ruiya, Deputy CFO who had been designated as a KMP with effect from March 6, 2023 and had been entrusted with the responsibilities to carry out all functions executed by a CFO, till such time a CFO is appointed, ceased to be a KMP effective September 29, 2023 and continues as Deputy CFO of the Bank.

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.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Bank, Ms. Veena Mankar (DIN: 00004168), Non-Executive Non-Independent Director of the Bank retires by rotation at the ensuing (81st) Annual General Meeting and being eligible, offers herself for re-appointment. The resolution for the same is included in the Notice convening the 81st Annual General Meeting for the approval of the Members of the Bank.

Independent Directors

As on March 31, 2024, Mr. Prakash Chandra (DIN: 02839303), Mr. Ishan Raina (DIN: 00151951), Ms. Ranjana Agarwal (DIN: 03340032), Dr. Somnath Ghosh (DIN: 00401253), Mr. Chandan Sinha (DIN: 06921244), Mr. Manjeev Singh Puri (DIN: 09166794)

and Dr. Sivakumar Gopalan (DIN: 07537575) 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.

Mr. Murali Ramakrishnan (DIN: 01028298) who was appointed as an Additional Non-Executive Independent Director by the Board at its meeting held on April 11, 2024, has also submitted the declaration of independence and the Board has taken on record that he meets the criteria for independence and possesses the necessary attributes as mentioned above. Approval of the Members by way of a special resolution has been sought for the aforesaid appointment vide Postal Ballot Notice dated May 25, 2024 for which the remote e-voting period is from Thursday, May 30, 2024, 10:00 a.m. (IST) and ends on Friday, June 28, 2024, 5:00 p.m. (IST).

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 is being reappointed at the ensuing Annual General Meeting.

Mr. Ishan Raina (DIN: 00151951), Non - Executive Independent Director ceased to be a 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.

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 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 for

the financial year

Sr. No.	Name of the Director	Designation	Ratio
1	Mr. Prakash Chandra	Non-Executive Independent Director (Part-time Chairman)	6.33x
2	Mr. R Subramaniakumar &	Managing Director & CEO	60.03x
3	Mr. Rajeev Ahuja $	Executive Director	50.19x
4	Mr. Ishan Raina #	Non-Executive Independent Director	7x
5	Ms. Ranjana Agarwal	Non-Executive Independent Director	6.61x
6	Dr. Somnath Ghosh	Non-Executive Independent Director	6.97x
7	Mr. Chandan Sinha	Non-Executive Independent Director	6.36x
8	Mr. Manjeev Singh Puri	Non-Executive Independent Director	6.38x
9	Dr. Sivakumar Gopalan	Non-Executive Independent Director	4.6x
10	Mr. Vimal Bhandari @	Non - Executive Non-Independent Director	4.37x
11	Ms. Veena Mankar	Non - Executive Non-Independent Director	5.82x
12	Mr. Gopal Jain	Non - Executive Non-Independent Director	5.42x
13	Mr. Yogesh K Dayal	Additional Director appointed by the RBI	Note 2
& For calculation of the ratio, the total remuneration paid to Mr. R. Subramaniakumar, Managing Director & CEO, during FY2023-24

has been considered which includes the revised Fixed Pay paid to him with effect from June 23, 2023 and Variable Pay -Cash (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.

$ For calculation of the ratio, the total remuneration for FY 23-24, paid to Mr. Rajeev Ahuja, Executive Director has been considered which includes the revision in his Fixed Pay with effect from April 1, 2023 and Variable Pay Cash for FY 2022-23 (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 and excludes the arrear payments made in FY 23-24 with respect to the Fixed Pay for the period February 21, 2022 to March 31, 2023 and Variable Pay Cash for FY 21-22 (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.

# Mr. Ishan Raina ceased to be an Independent Director effective close of business hours on April 29, 2024, upon completion of the maximum permissible tenure of 8 (eight) years, under the Banking Regulation Act, 1949.

@ Mr. Vimal Bhandari whose term of office was to retire by rotation, did not offer himself for re-appointment and retired by rotation at the 80th Annual General Meeting held on August 28, 2023.

''x'' denotes the median remuneration of the employees.

Note 1 - During the financial year under review, the Bank paid compensation in the form of fixed remuneration to Non-Executive Directors (other than Non-Executive Part Time Chairman and Additional Director appointed by the RBI) of the Bank. The fixed remuneration paid pertained to financial year 2022-23 which was paid in financial year 2023-24. Mr. Prakash Chandra, Non-Executive Part-time Chairman was paid remuneration (honorarium) as approved by the RBI. The above fixed remuneration/honorarium (for Chairman) alongwith the sitting fees paid to Non-Executive Directors (excluding additional director appointed by RBI) for attending Board/ Committee meetings during FY2023-24 have been considered as remuneration while calculating the ratio of the remuneration to the median remuneration of the employees of the Bank.

Note 2 - No sitting fee or fixed remuneration was paid to Mr. Yogesh K. Dayal, Additional Director appointed by the RBI on the Board of the Bank. Mr. Yogesh K Dayal ceased to be a Director upon completion of his term on December 23, 2023 as per the period stipulated by the Reserve Bank of India (RBI) in their letter dated December 24, 2021.

Note 3 - Mr. Murali Ramakrishnan was appointed as an Additional Non-Executive Independent Director of the Bank effective April 11, 2024 by the Board subject to approval of the Members of the Bank and hence there are no details reportable with respect to Mr. Murali Ramakrishnan as on March 31, 2024.

2. The peri Chief E Compan Sr. No.	centage increase in ixecutive Officer, iy Secretary of the Name of the Director / KMP	remuneration of ea Chief Financial ( Bank for the financ Designation	ch Director, fficer and al year % Increase
1.	Mr. R Subramaniakumar	Managing Director & CEO	9.8%
2.	Mr. Rajeev Ahuja	Executive Director	10.1%
3.	Mr. Buvanesh Tharashankar*	Chief Financial Officer	NA
4.	Mr. Deepak Ruiya$	Deputy Chief Financial Officer	7%
5.	Ms. Niti Arya	Company Secretary	11%
* Mr. Buvanesh Tharashankar was appointed as Chief Financial Officer (CFO) and whole time Key Managerial Personnel (KMP) of the Bank effective September 29, 2023.

$ Mr. Deepak Ruiya, Deputy CFO was designated as the KMP effective March 6, 2023, however, upon appointment of Mr. Buvanesh Tharashankar as CFO and wholetime KMP, he ceased to be a KMP effective September 29, 2023 and continues as Deputy CFO of the Bank.

There is no percentage increase in the remuneration paid to Non-Executive Part time Chairman, who apart from being paid sitting fees for the Board/Committee meetings attended by him is eligible to a remuneration (honorarium) of T 18 lakh per annum as per approval of the Reserve Bank of India. The other Non-Executive Directors (excluding Additional Director appointed by the Reserve Bank of India) in addition to sitting fees for the Board/Committee meetings attended by them were also paid fixed remuneration of T 15 lakh for Financial Year 2022-23 during FY2023-24 (on a prorata basis to the Non-Executive Directors who were on the Board for the financial year or part thereof).

3. 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 9.5% .

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

The number of permanent employees on the rolls of the Bank as on March 31,2024 was 12,202.

5. 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% for employees other than managerial personnel and 9.6% 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 where 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 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 01:00 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 at the Bank''s website at the web-link: https://www.rblbank.com/pdf-pages/ bank-policies.

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

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

The Policy is based on the principles of Board diversity with respect to representation on the Board of the mandatory areas of special knowledge/practical experience and also other areas of expertise that would be beneficial to the Bank. The Nomination and Remuneration Committee will thus determine the optimum size of the Board which would be commensurate to the size, scale and operations of the Bank. The Nomination and Remuneration Committee while shortlisting candidates will be guided by fit and proper credentials, criteria of independence 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 2024 to inter-alia incorporate the amendment with respect to the revised ceiling of fixed remuneration to Non-Executive Directors (other than Part Time Non-Executive Chairman) from T 20 lakh to T 30 lakh as stipulated in the RBI Circular dated February 9, 2024 on Review of Fixed Remuneration granted to Non-Executive Directors. The Board shall stipulate criteria each time the remuneration is being determined and approve the amount of fixed remuneration to be paid to the Non Executive Director each year.

The Policy as mentioned above is available on the website of the Bank at https://ir.rblbank.com/.

Remuneration of Managing Director and Executive Director

The Board considers the recommendations of Nomination and Remuneration Committee and approves the remuneration

of Managing Director and Executive Director, with or without modifications, subject to the approval of Members of the Bank and applicable regulatory approval.

The remuneration payable to Managing Director and Executive Director is subject to prior approval of the 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.

Remuneration of Part-Time Chairman

The Nomination and Remuneration Committee recommends the remuneration (honorarium) 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 (honorarium) payable to the Part-Time Chairman is subject to prior approval of the Reserve Bank of India. Therefore, the remuneration (honorarium) or any revision therein is payable to the Part-Time Chairman only post receipt of the approval from the Reserve Bank of India.

The Part-Time Chairman is also entitled to reimbursement of expenses for participation in the meetings of the Board and Committees thereof. 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 of T 18 lakh per annum as per the last approval granted by the Reserve Bank of India and the Members of the Bank.

Remuneration of Non-Executive Directors (NEDs)

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 (other than Additional Director appointed by RBI who was on the Board of the Bank till December 23,2023) are paid sitting fees for attending each meeting of the Board of Directors or any Committee thereof. NEDs are paid sitting fee of T 1 lakh for attending meetings of the Board, T 50,000 for attending meetings of Audit Committee, Risk Management Committee and Nomination and Remuneration Committee, respectively and T 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/2021-22/24 DOR.GOV REC.8/29.67.001/2021-22 dated April 26, 2021 prescribed that, in addition to sitting fees and expenses related to attending meetings of the Board and its Committees as per extant statutory norms/ practices, the bank may provide for a payment of compensation to Non-Executive Directors of the Bank, other than the Part Time Non-Executive Chairperson, in the form of fixed remuneration not exceeding T 20,00,000 (Rupees Twenty Lakh Only) per annum which is commensurate with the individual director''s responsibilities and demands on time and which are considered sufficient to attract qualified competent individuals.

Pursuant to the above regulatory provisions, the Members of the Bank at their 78th Annual General Meeting held on September 21, 2021 had accorded their consent to pay compensation to each Non-Executive Director of the Bank (other than the Part Time Non-Executive Chairman) in the form of fixed remuneration not exceeding T 20,00,000 (Rupees Twenty Lakh Only), per annum, for a period of five (5) years, with effect from the financial year 202122. The Board determines the amount of fixed remuneration to be paid to the Non Executive Directors within the above overall limit.

RBI further vide its Circular RBI/2023-24/121 DoR.HGG.GOV REC.75/29.67.001/2023-24 dated February 9, 2024 referring to the aforesaid circular of April 26, 2021 provided that considering the crucial role of NEDs in efficient functioning of bank Boards and its various Committees and in order to further enable the banks to sufficiently attract qualified competent individuals on their Boards, the ceiling for fixed remuneration to NEDs has been revised from T 20 Lakh per annum to T 30 Lakh per annum. The instructions in the circular of February 9, 2024 was prescribed as being enforceable with immediate effect.

Accordingly, based on the approvals granted by the Board, approval of the Members by way of an Ordinary Resolution has been sought by means of Postal Ballot dated May 25, 2024 for the revised ceiling of T 30 Lakh per annum with respect to fixed remuneration payable to Non-Executive Directors (other than Part Time Non-Executive Chairman) effective from February 10, 2024, for which the remote e-voting period is from Thursday, May 30, 2024, 10:00 a.m. (IST) and ends on Friday, June 28, 2024, 5:00 p.m. (IST). 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 T 30 lakh per annum.

The fixed remuneration for the financial year ended March 31, 2023 which was paid during financial year ended March 31,2024 is appropriately disclosed in the Corporate Governance Report annexed as Annexure I to this Report.

Employees Stock Option Plans (ESOP)

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 enable 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 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 2024. The certificate from the Secretarial Auditors 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://ir.rblbank.com/.

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, Fourteen (14) 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, 2024, the Audit Committee comprised of four Directors all of them were Independent Directors including the Chairman 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, 2024, there were twelve sub-committees of the Board namely - Audit Committee, Stakeholders'' Relationship Committee, Board Investment & Credit Committee, 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 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 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, 2024 are given in Note No. 13 in Schedule 18, forming part of ''Notes to Accounts''.

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

Subsidiary Company

As on March 31,2024, your Bank has one wholly owned subsidiary

i.e. RBL FinServe Limited, 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. Currently, RBL FinServe Limited has presence across 18 states and 299 districts with a network of 952 branches. As on March 31, 2024, RBL FinServe Ltd was sourcing the following products for RBL Bank through its branches:

• Micro-finance loans

• Small savings accounts

RBL FinServe Limited has an active client base of 3.04 million customers and an AUM of R 8,458 crore across the above businesses.

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, 2024, with that of March 31, 2023, is summarized in the following table:

		(R in crore)
Particulars	FY24	FY23
Advances (Net)	83,987	70,186
Deposits	103,470	84,875
Net interest income	6,044	4,998
Other income	3,060	2,507
Net total income	9,104	7,505
Operating expenses	5,977	5,262
Provisions and contingencies	1,778	1,022
Profit before Tax	1,349	1,221
Taxes	89	301
Net profit	1,260	920

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://ir.rblbank.com/. 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 [email protected]. 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 the 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, 2024.

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, 2024 upto the date of the Directors'' Report i.e. June 27, 2024, 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 31,2024.

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, 2024, as per the applicable provisions of the Banking Regulation Act, 1949.

Auditors

In accordance with the requirements of the RBI guidelines, M/s. C N K & Associates LLP, Chartered Accountants, (Firm Registration No. 101961W/W100036) and M/s G.M. Kapadia & Co., Chartered Accountants, Mumbai, (Firm Registration Number:104767W) are the joint statutory auditors of the Bank, as per the details of their appointment being mentioned hereinafter.

Pursuant to the approvals granted by the Members of the Bank M/s. C N K & Associates LLP, Chartered Accountants, (Firm Registration No. 101961W/W100036) will hold office till the conclusion of the ensuing i.e. 81st Annual General Meeting and M/s G.M. Kapadia & Co., Chartered Accountants, Mumbai, (Firm Registration Number:104767W) will hold office until the conclusion of the 82nd Annual General Meeting. The appointment of the Statutory Auditors is subject to approval of the RBI every year.

Considering the completion of term of M/s. C N K & Associates LLP, Chartered Accountants at the ensuing Annual General Meeting, the Board at its meeting held on June 27, 2024 basis

the recommendation of the Audit Committee, pursuant to the approval received from the Reserve Bank of India and subject to the approval of Members of the Bank, approved the appointment of M/s. KKC & Associates LLP, Chartered Accountants, (Firm Registration Number - 105146W/W100621) 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 81st Annual General Meeting until the conclusion of the 84th 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.

M/s. KKC & Associates LLP is a Chartered Accountancy Firm registered with The Institute of Chartered Accountants of India (ICAI) with Firm Registration No. 105146W/W100621 and they hold a valid certificate issued by the Peer Review Board of ICAI. M/s. KKC & Associates LLP was established in 1936 and are providing services in the fields of Statutory audit, Internal audit, Transaction Advisory, Tax Advisory, Corporate & FEMA Advisory, Accounting Advisory, Account Support Service. M/s. KKC & Associates LLP have been associated as Statutory Auditor for various banks in India.

M/s G.M. Kapadia & Co., Chartered Accountants and M/s. KKC & Associates LLP, 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 RBI has approved the appointment of M/s G.M. Kapadia & Co., Chartered Accountants and M/s. KKC & Associates LLP, Chartered Accountants as the Joint Statutory Auditors of the Bank for the year 2024-25 i.e. for their third and first year, respectively. In accordance with the requirement of the RBI Guidelines, the Bank has also framed a Board approved Policy on appointment of Statutory Auditors.

The resolution alongwith the details of the remuneration for seeking approval of the Members of the Bank for the appointment of M/s. KKC & Associates LLP, Chartered Accountants as one of the Joint Statutory Auditors alongwith M/s G.M. Kapadia & Co., Chartered Accountants as the other Joint Statutory Auditor forms part of the Notice convening the 81st Annual General Meeting.

Pursuant to Section 204 of the Companies Act 2013, the Board had appointed M/s. S. N. Ananthasubramanian & Co., Practicing Company Secretaries, Mumbai as its Secretarial Auditors for the financial year ended March 31, 2024. The Bank provided all assistance and facilities to the Secretarial Auditor for conducting their audit as prescribed under the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this report as Annexure II.

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

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any matter under Section 143 (12) of the Companies Act, 2013 to the Audit Committee or Board, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013 in connection with frauds reported by auditors.

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

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 Auditors in their respective Reports.

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 (i.e. received & pertinent to POSH) under the said Policy during the financial year ended March 31,2024 is disclosed under Corporate Governance Report annexed as Annexure I to this Report.

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, 2024, 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://ir.rblbank.com/.

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, 2024, the CSR Committee comprised of five members of which three were Independent Directors which included the Part time Non-Executive Chairman 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:

• ASIAMONEY Best Bank Awards 2023- India''s best Bank for CSR

• Infosys Finacle Innovation Awards 2023- Platinum winner for Transformation Excellence in building digital core

• Finnoviti Award by Banking Frontiers- For BMRCL Cobranded National Common Mobility Cards

• Asset Triple A Digital Awards 2024 - BEST DIGITAL UPGRADE PROJECT (SAARTAK APPLICATION)

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 2023-24 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 2023-24;

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 Government of India, the Reserve

Bank of India, Securities and Exchange Board of India, IBA, other