DEAR MEMBERS,

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

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

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

Rs. 1,168 crore for the financial year ended March 31, 2024.

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

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.

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

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

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations), the Bank has formulated and adopted a Dividend Distribution Policy duly approved by the Board and the same is available on the website of the Bank at https://www.rblbank.com/investor-relations.

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

During the financial year ended March 31, 2025, your Bank added Rs. 38.16 crore (including premium) through allotment of 27,76,174 equity shares pursuant to exercise of stock options by the employees of the Bank under various Employees Stock Option Plans.

Consequent to the above, the paid-up equity share capital of your Bank increased by Rs. 2.78 crore and share premium increased by Rs. 35.38 crore.

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

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

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

The Board at its meeting held on August 29, 2025 considered the need of the Bank to maintain adequate capitalization over and above the regulatory minimum and improve balance sheet strength. The Board reckoned that enhancing the core capital, namely the Tier-I capital (which is currently at 14.06% as of March 31, 2025) will enable the Bank to be in a strong position to support its future growth and expansion plans. Considering the above, the Board in order to enable the Bank to capitalize on the opportunities that could arise going forward and facilitate raising of funds approved the proposal to grant an enabling approval to the Bank to raise funds through issuance of equity (ordinary) shares of the Bank by way of a qualified institutions placement ("QIP") for an amount upto Rs. 3500 crore by way of placement of equity shares to Qualified Institutional Buyers, in one or more tranches, which shall constitute upto 15% of the post-issue paid -up equity share capital of the Bank in accordance with the provisions of the Companies Act, 2013, Securities and Exchange

Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018, as amended and such other acts, rules and regulations and subject to such regulatory / statutory approvals, as may be applicable.

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

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

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

The Bank has paid the listing fees as payable to BSE Limited and National Stock Exchange of India Limited for the financial year ended March 31, 2025.

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

The USD denominated unsecured Tier 2 subordinated notes were issued in FY2023 in accordance with the Reserve Bank of India's ("RBI") Master Circular Basel III Capital Regulations dated April 1, 2022, as amended from time to time ("Basel III Capital Regulations") aggregating up to USD 100 million (equivalent Rs. 854.75 crore as on March 31, 2025) [the "Notes"] offered under Section 4(a)(2) of the United States Securities Act of 1933, as amended, continue to be held by United States International Development Finance Corporation ("USDFC") with maturity date of February 15, 2032.

Your Bank is well capitalized with a Capital Adequacy Ratio ("CAR") of 15.54% as on March 31, 2025 as against the minimum requirement of 11.50%. Your Bank complies with the Capital Adequacy guidelines of the Reserve Bank of India, also known as ‘Basel III Guidelines'.

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

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

A detailed Corporate Governance Report as envisaged under

Regulation 34(3) of the SEBI Listing Regulations is annexed as Annexure I to this Report.

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

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

The Bank had identified sustainability as a key core area of operations. Therefore, it had decided to come up with an integrated report as per the International Integrated Reporting

Council's (IIRC, now part of the Value Reporting Foundation) Framework. The Bank also published standalone sustainability reports based on GRI framework during financial year ended 2017-18 to financial year ended 2019-20. From financial ended 2019-20, the sustainability report has been part of the integrated report. This is a testament of maturity of Bank's ESG framework over time.

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

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

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

Summary of measures taken by your Bank with respect to conservation of energy and technology absorption are covered in this Annual Report, specifically in Management Discussion and Analysis Report forming part of this Annual Report. Your Bank is constantly pursuing its goal of upgrading technology to deliver quality services to its customers in a cost-effective manner.

During the financial year ended March 31, 2025, your Bank earned Rs. 524.28 crore and spent Rs. 609.46 crore in foreign currency. This does not include foreign currency cash flows in derivatives and foreign currency exchange transactions.

The Board of Directors ("Board") of your Bank is constituted in accordance with the provisions of the Companies Act, 2013, the Banking Regulation Act, 1949 ("the BR Act, 1949"), the SEBI Listing Regulations and the Articles of Association of the Bank.

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

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

The Bank adheres to the process and methodology prescribed by the Reserve Bank of India in respect of the ‘Fit & Proper' criteria as applicable to Private Sector Banks, signing of deed of covenants which binds the Directors to discharge their responsibilities to the best of their abilities, individually and collectively in order to be eligible to be appointed/re-appointed as a Director of the Bank. The said declarations are obtained from all the Directors on an annual basis and also at the time of their appointment / re-of appointment, in compliance with the said laws. An assessment on whether the Directors fulfil the said criteria is also carried out by the Nomination and Remuneration Committee and the Board on an annual basis and before considering their candidature for re-appointment.

As on March 31, 2025, the Board comprised of Eleven (11) Directors, of these, Nine (9) were Non-Executive Directors of which Seven (7) Directors were Non-Executive Independent Directors (one of whom being the Part-Time Chairman of the Bank and one being an Independent Woman Director) and Two (2) Directors were Non-Executive Non-Independent Directors (including one Woman Director). The remaining Two (2) Directors were Whole time Directors of which one is Managing Director & CEO and the other is an Executive Director.

Further details have been provided in the below section.

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.

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

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

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

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

The Reserve Bank of India vide its letter dated

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

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

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

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

Ms. Ranjana Agarwal (DIN: 03340032) was appointed as an Independent Director of the Bank with effect from November 30, 2019 for a period of five years upto November 29, 2024. The Members of the Bank vide Special Resolution passed by means of postal ballot on November 21, 2024 accorded their approval for the re-appointment of Ms. Ranjana Agarwal as a Non-Executive Independent Director of the Bank for the second consecutive term of three years with effect from November 30, 2024 upto November 29, 2027 i.e. till the completion of her 8 continuous years as Director on the Board of the Bank, under Section 10A(2A) of the Banking Regulation Act, 1949. In terms of Section 149(13) of the Companies Act, 2013, Ms. Ranjana Agarwal is not liable to retire by rotation.

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

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

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

Ms. Veena Mankar (DIN: 00004168), Non-Executive Non-Independent Director of the Bank whose term of office had come up for retirement by rotation at the 81st Annual General Meeting and being eligible she had offered herself for re-appointment and was re-appointed by the Members of the Bank at the 81st Annual General Meeting held on August 7, 2024.

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

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

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

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

Mr. R. Subramaniakumar (DIN: 07825083), Managing Director & CEO, Mr. Rajeev Ahuja, (DIN: 00003545), Executive Director, Mr. Buvanesh Tharashankar, Chief Financial Officer and Ms. Arya, Company Secretary are the Key Managerial Personnel of the Bank pursuant to Sections 2(51) and 203 of the Companies Act, 2013.

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

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

As on March 31, 2025, Mr. Chandan Sinha (DIN: 06921244), Ms. Ranjana Agarwal (DIN: 03340032), Dr. Somnath Ghosh (DIN: 00401253), Mr. Manjeev Singh Puri (DIN: 09166794), Dr. Sivakumar Gopalan (DIN: 07537575), Mr. Murali

Ramakrishnan (DIN: 01028298) and Mr. Soma Sankara Prasad (DIN: 02966311) were Non-Executive Independent Directors of the Bank. All the Independent Directors have submitted their respective declarations stating that they meet the criteria prescribed for independence under Section 149(6) of the Companies Act, 2013 & Rules made thereunder and Regulation 16 of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the aforesaid criteria and possess requisite integrity, qualifications, proficiency, experience, expertise and are independent of the management.

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

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

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

The performance evaluation of the Board as a whole as well

Niti 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.

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

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

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

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

Remuneration for Non-Executive Directors (including Part-Time Chairman) includes sitting fees and fixed remuneration paid to them. For a few Directors who were appointed/completed their tenure during FY2024-25, the fixed remuneration was paid on pro-rata basis. The amount(s) considered as remuneration for the calculation of the ratio and percentage increase in remuneration for Non-Executive Directors is explained below: a Pursuant to the approval granted by the Reserve Bank of India, Mr. Chandan Sinha, Non-Executive Independent Director of the Bank was appointed as Non-Executive Part-Time Chairman of the Bank w.e.f. August 3, 2024 till May 20, 2026 at a fixed remuneration of Rs. 27 lakh per annum. Accordingly, a fixed remuneration of Rs. 17.83 lakh was paid to Mr. Chandan Sinha on pro-rata basis for the period August 3, 2024 till March 31, 2025 in addition to sitting fee(s) for attending Board/Committee meeting(s). During FY2024-25, Mr. Chandan Sinha was also paid fixed remuneration pertaining to the previous financial year 2023-24 on similar basis as paid to other Non-Executive Directors. For the purpose of calculating the ratio and percentage increase in remuneration paid to Mr. Chandan Sinha, only the fixed remuneration pertaining to the financial year 2023-24 paid on similar basis as paid to other Non-Executive Directors in the financial year 2024-25 has been considered. The remuneration (for the period August 3, 2024 till March 31, 2025) paid to him in his capacity as Non-Executive Part-Time Chairman has not been included (had such remuneration been included, the ratio would have been 10.45x and percentage increase would have been 74.60%). b The total remuneration paid to Mr. R. Subramaniakumar, Managing Director & CEO, during FY2024-25 has been considered. This includes the revised Fixed Pay along with perquisites paid to him with effect from April 1, 2024 and Variable Pay-Cash paid during FY2024-25 (as per deferral schedule in line with the Bank's Policy) as approved by the Reserve Bank of India and the Members of the Bank. c The total remuneration paid to Mr. Rajeev Ahuja, Executive Director, during FY 2024-25 has been considered. This includes the revised Fixed Pay along with perquisites paid to him with effect from April 1, 2024 and Variable Pay-Cash paid during FY2024-25 (as per deferral schedule in line with the Bank's Policy) as approved by the Reserve Bank of India and the Members of the Bank.

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

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

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

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

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

‘x' denotes the median remuneration of the employees.

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

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

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

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

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

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

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

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

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

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

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

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

In terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has, on recommendation of the Nomination and Remuneration Committee, framed a Policy on Appointment & Compensation to Non-Executive

Directors (including Independent Director) and Criteria for evaluation of Board and its Directors ("Policy") which inter-alia specifies the criteria for identifying persons who are qualified be appointed as Non-Executive Directors (including Independent

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

The Policy is based on the principles of Board diversity with respect to representation on the Board of the mandatory areas of special knowledge/practical experience and also other areas of expertise that would be beneficial to the Bank. The

Nomination and Remuneration Committee will thus determine the optimum size of the Board which would be commensurate to the size, scale and operations of the Bank. The Nomination and Remuneration Committee while shortlisting candidates will be guided by fit and proper credentials, criteria of independence and other aspects as prescribed by the Reserve Bank of India guidelines, the Companies Act, 2013 and the SEBI Listing Regulations, as amended, from time to time. The Policy was last reviewed and amended by the Board in April 2025 to inter-alia incorporate the amendments as prescribed by SEBI to SEBI Listing Regulations.

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

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

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

India and hence the remuneration or revision in remuneration is payable to them only post receipt of the approval from the Reserve Bank of India and Members of the Bank.

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

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

The Part-Time Chairman is also entitled to sitting fees and meeting of expenses for attending the Board and Committees. Apart from the payment of sitting fees for attending meeting of the Board of Directors or any Committees thereof, the Part-Time Chairman is also entitled to a remuneration as approved by the to Reserve Bank of India. As per the terms of approval granted by the Reserve Bank of India for the current Part-Time Chairman, he is entitled to be paid a remuneration of Rs. 27 lakh per annum.

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

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

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

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

Part-Time Chairman) in the form of fixed remuneration not exceeding Rs. 30 lakh per annum. The Board shall stipulate the suitable criteria each time the remuneration is being determined and approve the amount of fixed remuneration to be paid to the NEDs each year based on such criteria within the overall ceiling of Rs. 30 lakh per annum.

The fixed remuneration for the financial year ended March 2024 which was paid during financial year ended March 31, 2025 is appropriately disclosed in the Corporate Governance Report annexed as Annexure I to this Report.

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

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

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

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

ESOP 2013 and ESOP 2018 schemes of the Bank are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (SBEB & SE Regulations) and there were no material changes made to the said Schemes during the Financial Year

2025. The certificate from the Secretarial Auditor of the Bank certifying that the Bank's Employees Stock Option Plans are being implemented in accordance with the provisions of the SBEB & SE Regulations and the respective resolutions passed by the Members of the Bank, shall be available for inspection electronically by the Members at the ensuing Annual General Meeting.

Further details of the ESOP are given in the notes to accounts in the attached financial statements and the statutory disclosure as mandated under Regulation 14 of SBEB & SE Regulations forms part of this report and the same is available electronically on the website of the Bank at https://www.rblbank.com/investor-relations.

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

During the financial year under review, Sixteen (16) Board meetings were convened and held. The intervening gap between the Board meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The details of the Board composition, its meetings held during the year alongwith the attendance of the respective Directors thereat are set out in the Corporate Governance Report forming part of this Report as Annexure I.

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

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

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

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

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

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

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

The Bank obtains approval of the Audit Committee before entering into any Related Party Transactions and subsequent material modifications, if any. Approval of the Board of Directors in terms of the Companies Act, 2013 is also obtained for entering into Related Party Transactions by the Bank, as applicable. A quarterly update on the Related Party Transactions is provided to the Audit Committee and the Board of Directors for their review and consideration.

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

Details of related party transactions as per Accounting Standard 18 (AS-18) entered into during the financial year ended March 31, 2025 are given in Note No. 13 in Schedule 18, forming part of ‘Notes to Accounts'.

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

As on March 31, 2025, your Bank has one wholly owned subsidiary i.e. RBL FinServe Limited (RFL), which is not a material subsidiary as per the SEBI Listing Regulations. RBL FinServe Limited; headquartered in Mumbai, India, is a Business Correspondent, distributing various financial services and products for the Bank, in the rural and semi urban markets.

RFL continues to source microfinance loans for the Bank through its branches. During the financial year 2024-25, RFL has diversified its portfolio and ventured into sourcing of Secured lending products viz Affordable Housing Loans (AHL) & Loan against Property (LAP).

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

• Secured Business update:

During the financial year under review, RFL has also started sourcing secured loans for the Bank. As on March 31, 2025, the products of small ticket LAP and AHL are offered across 50+ co-housed locations where the Bank has an underwriting presence. During the financial year under review, total disbursements for this vertical stood at Rs. 48.84 crore.

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

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

( RS. in crore)

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

Further, in accordance with the fourth proviso of Section 136(1) of the Companies Act, 2013 read with the applicable rules, the audited annual accounts of the said wholly owned subsidiary company of the Bank have been hosted on the Bank's website at https://www.rblbank.com/investor-relations. Any Member interested in obtaining a physical copy of the said financial statements may write to the Company Secretary at the Registered Office of the Bank or by email investorgrievances@rblbank.com. The same is also open for inspection electronically on all working days between 11:00 a.m. to 01:00 p.m. upto the date of Annual General Meeting.

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

Proper internal financial controls were in place and the financial controls were adequate and were operating effectively. Further, the statutory auditors have, in compliance with the requirements of Companies Act, 2013, issued an opinion with respect to the adequacy of the internal financial controls over financial reporting of the Bank and the operating effectiveness of such controls, details of which may be referred to in the Independent Auditor's report attached to the financial statements of financial year ended March 31, 2025.

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

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,

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

Pursuant to Section 186(11) read with Section 134(3)(g) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided or acquisition of securities by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in note number 8 of Schedule 18 of the financial statements for the financial year ended March 31, 2025, as per the applicable provisions of the Banking Regulation Act, 1949.

Auditors at Statutory Auditors

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

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

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

As the appointment of Joint Statutory Auditors is subject to approval of the RBI for each year, the appointment of M/s. Singhi & Co., Chartered Accountants, has been approved by RBI for the financial year i.e. FY2025-26, along with M/s. KKC & Associates LLP, Chartered Accountants. In 2025. accordance with the requirement of the RBI Guidelines, the Bank has also framed a Board approved Policy on appointment of Statutory Auditors.

M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was established in 1953 offering services in the areas of audit & assurance, risk advisory, internal audit, corporate finance, tax consulting, business process re-engineering, Ind-AS and offshoring. The firm is a member of Moore Global, a prominent global accounting network. The firm has varied experience in the Banking, Financial Services and Insurance (BFSI) sector, having provided audit / non-audit and consultancy services to private, public and foreign banks. M/s. KKC & Associates LLP, Chartered Accountants and M/s. Singhi & Co , Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 read with the relevant rules made thereunder and the RBI Guidelines, to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors of the Bank. Further, as required under the relevant provisions of the SEBI Listing Regulations, both the Joint Statutory Auditors have also confirmed that they had subjected themselves to the peer review process of ICAI and they hold a valid certificate issued by the Peer Review Board of ICAI. Further, they have confirmed that they fulfill the eligibility norms for appointment of Statutory Auditor of Private Sector Banks as prescribed by the Reserve Bank of India.

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

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

Bank provided all assistance and facilities to the Secretarial

Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to this report as Annexure II.

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

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

in M/s. S. N. Ananthasubramanian & Co. (SNA & Co.), Practicing

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

M/s. S. N. Ananthasubramanian & Co. have consented for the above mentioned appointment. They have also confirmed that they have subjected themselves to peer review process of ICSI and hold a valid certificate issued by the Peer Review Board of ICSI and fulfilment of the eligibility norms for the above mentioned appointment in accordance with the provisions of Regulation

24A of SEBI Listing Regulations and have also affirmed that they have not incurred any of the disqualifications as specified . under SEBI Listing Regulations read with SEBI Circular dated December 31, 2024.

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

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

Pursuant to Section 143(12) of the Companies Act, 2013 read with Rule 13(1) to (2) of the Companies (Audit and Auditors) and Rules, 2014 and Circular No. NF-25013/2/2023 dated June 26, 2023 issued by National Financial Reporting Authority, there were 2 (Two) instances of fraud committed during FY 2024-25 which were reported to the Central Government in Form ADT- 4 by the Statutory Auditors of the Bank.

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

Auditors to the Audit Committee of the Board. The details relating to the same as required under Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014 is provided below:

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

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

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

Your Bank has Zero tolerance towards any action on the part of any executive which may fall under the ambit of ‘Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every woman executive working in the Bank. The Bank has formulated a Policy and has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. As a part of Anti Sexual Harassment initiatives, the Bank created a mandatory e-learning module for all the employees called "Prevention of Sexual Harassment (POSH)". The disclosure in respect of complaints filed including the cases pending for more than ninety days (i.e. received & pertinent to POSH) under the said Policy during the financial year ended March 31, 2025 is disclosed under Corporate Governance Report annexed as Annexure I to this Report.

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

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

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.

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.

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.

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.

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

Your Bank also has a Board approved Policy on Corporate Social Responsibility ("CSR Policy") in place. In alignment with the CSR Mission Statement, the Bank has focused on various initiatives for the financial year ended March 31, 2025, the details of CSR activities with the brief outline of CSR Policy including overview of the programs/ Projects undertaken by the Bank, amount spent and other relevant details are furnished in Annexure III to this report.

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

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

As on March 31, 2025, the CSR Committee comprised of five members of which three were Independent Directors which included the Part-Time Chairman of the Bank who is the Chairman of the Committee and Managing Director & CEO and Executive Director. The composition of the CSR Committee and its terms of reference are detailed in the Corporate Governance Report forming part of this report as Annexure I.

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.

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

Asset Triple A Digital Awards 2025 Best API Project - Inward Remittance API Best Core System Project - Future Ready Core Banking System 20th Banking Technology Citations Ceremony BEST AI&ML BANK (WINNER) BEST DIGITAL SALES, PAYMENTS & ENGAGEMENT (RUNNER UP) BEST TECHNOLOGY BANK (SPECIAL MENTION) . BEST IT RISK MANAGEMENT (SPECIAL MENTION)

Jombay

Jombay's WOW Workplace Awards

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

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

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

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

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

Research & Learning (CAFRAL) and College of Agricultural

Banking (CAB), Pune to enhance their awareness in evolving KYC AML issues.

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

Pursuant to the provisions of Regulation 33(2)(a) read with Regulation 17(8) of the SEBI Listing Regulations, the certificate issued by Managing Director & CEO and Chief Financial Officer the Bank on the financial statements for the financial year ended March 31, 2025 was placed before the Board of Directors at its meeting held on April 25, 2025.

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

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

i. The applicable accounting standards have been followed in preparation of the annual accounts for the financial year ended 2024-25 and there have been no material departures;

ii. Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made to give a true and fair view of the Bank's state of affairs and of its Profit for financial ended 2024-25; iii. Proper and sufficient care has been taken for the a 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 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.

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

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

The Board also conveys its sincere thanks to the Customers, Vendors, Business Partners, Government and all other Business

Associates for their continued support and patronage to the an Bank and the Management.

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