About RBL Bank Ltd

RBL Bank Limited (formerly known as Ratnakar Bank), incorporated in 1943 in Kolhapur, Maharashtra, is one of India's fastest growing private sector banks with an expanding presence across the country. The Bank is engaged in providing a wide range of banking and financial services including wholesale banking, retail banking, treasury operations and other banking related activities. The Bank commenced its operations at its International Financial Services Centre Banking Unit (IBU) in Gujarat International Finance Tec (GIFT) City, Gujarat in April 2017 and does not have a branch in any foreign country. RBL Bank started a transformational journey under a new management team in 2010. On 9 August 2013, Ratnakar Bank announced that that it has agreed to acquire Royal Bank of Scotland's Business Banking business, Credit Cards business & Mortgage portfolio in India subject to approvals from Competition Commission of India (CCI). This transaction would complement well with Ratnakar Bank's existing business and would help it add strength in the desired product and customer segments. The transaction is expected to help the bank create further capabilities in a very short span of time and enhance CASA. On 10 April 2014, Ratnakar Bank announced the completion of a Rs 328 crore capital infusion as part of its third round of financing in the last three years led by leading global investors like CDC Group Plc and Asia Capital and Advisors Pte Ltd. Existing investors, including International Finance Corporation and Gaja Capital also participated in this round. These new funds will assist the bank in expanding its branch network in semi-urban and rural areas of India as well as providing a suite of financial products and services to the unbanked sections of society. The name of the bank was changed from Ratnakar Bank to its present name RBL Bank pursuant to a fresh certificate of incorporation issued by the RoC on 24 November 2014. On 20 December 2015, RBL Bank announced completion of a Rs 488-crore pre-IPO preferential placement to certain international investors including Asian Development Bank (ADB) and CDC Group Plc among others. The fresh capital was raised for the purpose of augmenting the Bank's tier 1 capital base to meet the future capital requirements expected to arise out of growth in the Bank's assets and to comply with RBI's Basel III guidelines. In August 2016, RBL Bank's maiden initial public issue was oversubscribed 70 times. The stock debuted at Rs 273.70 on BSE on 31 August 2016, a 21.64% premium over the IPO price of Rs Rs 225 per share. On 27 September 2016, RBL Bank announced that it has raised Rs 330 crore from the UK-based development finance institution, CDC Group Plc (CDC), through Basel III compliant Tier II capital. The Tier II debt will strengthen the capital base of the bank, which in turn will support its businesses such as SME lending, agribusiness financing and financial inclusion. The infusion will also help the bank expand to new regions within India. On 3 October 2016, RBL Bank announced the acquisition of a 9.99% stake in Utkarsh Micro Finance Ltd (UMFL) in what is a strategic move to reach out to the unbanked and underbanked segments of society. The bank is also entering into a MoU to extend its product portfolio to Utkarsh customers. UMFL has received in-principle approval from the RBI for setting up a small finance bank and is expected to commence operations soon. On 7 October 2016, RBL Bank, NeoGrowth Credit Pvt. Ltd and Overseas Private Investment Corporation (OPIC), the US Government's development finance Institution, jointly committed to provide financing for small and medium enterprises (SMEs) in the Indian retail space. RBL Bank will lend to NeoGrowth to enable it to provide loans to SMEs excluded from mainstream funding. This financing will be backed by a $5 million loan guarantee from OPIC. NeoGrowth, a non-banking finance institution, uses innovative technology to serve the funding requirements of SMEs, which do not get loans easily from commercial banks owing to their small size, inadequate credit history and lack of collateral. On 28 November 2016, RBL Bank and Bajaj Finance Ltd, one of the most diversified NBFCs in India, jointly announced a partnership to launch a series of co-branded credit cards for the Indian customers. This partnership will help RBL Bank further strengthen scale of operations in its rapidly growing credit cards business. These co-branded Credit Cards will be available for both existing as well as new customers of Bajaj Finance Ltd. On 30 November 2016, RBL Bank announced that it has become the first bank in India to launch Aadhaar Payment Bridge System (APBS) for micro finance loan disbursements. This was achieved by doing the first successful cashless disbursement to various beneficiaries in the rural segment across the country. On 6 April 2017, RBL Bank announced the opening of its IFSC Banking Unit (IBU) at the Gujarat International Finance Tec-City (GIFT City). With this, RBL Bank has commenced offshore banking operations from India. The IBU will give RBL Bank access to international financial markets and the bank will offer a range of products and services to its clients. RBL Bank will raise foreign currency funds to meet its requirements in IBU and fund offshore subsidiaries of Indian companies, other foreign firms, and eligible Indian companies (via ECBs, Bonds etc.). On 14 August 2017, RBL Bank announced that it has successfully completed the capital infusion of Rs 1680 crore from a set of marquee investors. The bank has issued 3.26 crore equity shares on preferential basis at a price of Rs 515 per share. On 27 November 2017, RBL Bank announced that it has increased its stake from 30% to 60.48% in Swadhaar Finserve Pvt. Ltd. (SFPL) - a captive business correspondent of RBL Bank - engaged in offering services to the financial inclusion segment covering MSME & Micro banking in rural and semi-urban areas. RBL Bank bought the additional 30.48% stake in Swadhaar Finserve, in line with its business strategy to leverage technologies and partnerships and extend its service offerings to the under-banked. During the FY2018, the total deposits of the Bank grew by 26.93% to Rs 43,902.26 crore as against Rs 34,588.09 crore in the previous year. The bank's Net advances upsurged by 36.74% from Rs 29,449.04 crore in FY 2016-17 to Rs 40,267.84 crore in FY 2017-18. At the end of the previous fiscal FY 2016-17, the Bank's shareholding in Swadhaar Finserve Private Limited ('Swadhaar') was at around 30%. During FY 2017-18, the Bank had increased its shareholding in Swadhaar to 60.48%. Accordingly Swadhaar ceased to be an Associate Company of the Bank and had become a subsidiary of the Bank. As on 31 March 2018, the bank had a distribution network of 265 branches, 807 BC branches and 388 ATMs across the country. During the FY2018, the bank had issued 32,621,354 equity shares of Rs 10 each on preferential basis, each share allotted at a price of Rs 515/- aggregating to Rs 1,680.00 crore. During the year 2018, the bank awarded the MOST PROMISING COMPANY OF THE YEAR at the CNBC TV18 India Business Leader Awards 2018. Also bagged the BEST BANK OF THE YEAR award at the Outlook Money Awards 2018. Also received the BEST SMALL BANK OF THE YEAR' Award at the Business Today Banking Awards 2018. The bank also won the HIGH GROWTH - PRIVATE SECTOR BANK' award at the Dun & Bradstreet Banking Awards 2018. Also received the FASTEST GROWING BANK award at the Business World Magna Awards 2018. During the fiscal 2019, the total deposits of the Bank grew by 33.01% to Rs 58,394.42 Crore as against Rs 43,902.26 Crore in the previous year. The Bank's Net advances surged 34.87% from Rs 40,267.84 Crore in FY 2017-18 to Rs 54,308.24 Crore in FY 2018-19. During the FY2019, the Bank had increased its shareholding in RBL Finserve Limited (Formerly Swadhaar Finserve Private Limited) to 100%. Accordingly, RBL Finserve Limited is now a wholly owned subsidiary of the Bank. On 28 June 2018, RBL Bank announced that it has acquired 100% stake in Swadhaar Finserve Pvt. Ltd. (SFPL) - an exclusive business correspondent of RBL Bank engaged in offering services to the underbanked segment in rural and semi-urban areas. RBL Bank has brought this additional stake from marquee investors including global financial inclusion nonprofit Accion, which has been instrumental in shaping Swadhaar into one of India's most effective lenders for underserved families and businesses. SFPL works as a last-mile distributor of comprehensive financial services and products, particularly loans and savings products, to low-income households and microenterprises across India. As on 31 March 2019, the bank had a distribution network of 324 branches, 993 BC branches and 341 ATMs across the country. The bank bagged the MOST PROMISING COMPANY OF THE YEAR award at the CNBC-AWAAZ CEO Awards 2019. Also received the INDIA'S BEST BANK FOR MICROFINANCE award at the Asiamoney Awards 2019. The bank also won the BEST SMALL BANK award at the Business Today Financial Awards 2019. Also bagged the BEST ENTERPRISE MOBILITY award at the BFSI Digital Innovation Awards by Express Computers. During the fiscal 2020, the total deposits of the Bank marginally declined by 1.00% to Rs 57,812.22 Crore as against Rs 58,394.42 Crore in the previous year. The Bank's Advances Net advances grew by 6.83% from Rs 54,308.24 Crore in FY 2018-19 to Rs 58,019.05 Crore in FY 2019-20. During the FY2020, the Bank has issued and allotted 57,700,000 equity shares to eligible qualified institutional buyers at a issue price of Rs 351.00 per equity share (including a premium of Rs 341.00 per equity share) aggregating to Rs 2025.27 crore on 06 December 2019. Approval of Shareholders was obtained on 27 December, 2019 under Section 23, 42, 62(1)(c) of the Companies Act, 2013 by way of passing Special Resolutions to create, offer, issue and allot equity shares of Rs 10 each at the price of Rs 340.70 per equity share including premium on preferential basis to (i) 4,402,700 Equity Shares at the Issue Price aggregating to an amount Rs 1,499,999,890 to East Bridge Capital Master Fund I Ltd ; (ii) 2,527,140 Equity Shares at the Issue Price aggregating to an amount Rs 860,996,598 to FEG Mauritius FPI Limited; (iii) 6,310,530 Equity Shares at the Issue price aggregating to an amount of Rs 2,149,997,571 to Ishana Capital Master Fund; and (iv) 6,595,240 Equity Shares at the Issue Price aggregating to an amount of Rs 2,246,998,268 to WF Asian Reconnaissance Fund Limited. As on 31 March 2020, the bank had a distribution network of 386 branches, 1245 BC branches and 389 ATMs across the country. During the FY2020, the bank received the award for OUTSTANDING PERFORMANCE IN POS DEPLOYMENT IN NORTHEAST at Digital Payments Award by MeitY. Also received the BEST NOMINATED BANK FOR SILVER OF THE YEAR 2018-19 at India International Gold Convention. The bank also bagged BEST DATA QUALITY AWARD at TransUnion CIBIL Awards. During the quarter ended December 2020, the bank has raised an additional capital of Rs 1566 crore on preferential basis through an issuance of 88,474,577 fresh equity shares of Rs 10 each at a price of Rs 177 per share. RBL Bank opened 173 new BC branches during FY 2020-21, taking the total to 1200 in FY 2020-21. During year 2021, RBL Bank had a distribution network of 435 branches, 1,424 BC branches and 380 ATMs across the country. During FY 2021-22, RBL Bank opened 49 new BC branches, bringing total up to 1,240 branches servicing a customer base of 61.86 lakh. During year 2022, RBL Bank had a distribution network of 502 branches, 1,418 BC branches and 414 ATMs across the country. During year 2023, RBL Bank had a distribution network of 517 branches, 1,166 BC branches and 414 ATMs across the country.

RBL Bank Ltd Chairman Speech

R Subramaniakumar

MANAGING DIRECTOR & CEO

Dear Stakeholders,

It is indeed a proud moment for me to present to you RBL Bank's Integrated Annual Report for FY 2022-23, which signi es a momentous milestone as we celebrate the 80th anniversary of our Bank's foundation. In doing so, I am equally inspired and awed. Inspired by my journey in this organisation - which began a little more than a year ago, and awed by the significant strides we have made together.

I am pleased to share that we have achieved our highest annual profit this year. This achievement was made possible through the successful implementation of various initiatives, including new product launches and the scale up of granular retail products. I extend my heartfelt gratitude to the dedication and persistence of our 18,000+ team members, whose hard work has been instrumental in achieving this. As we move forward, we plan to scale up existing products and introduce new ones, both digitally and through our branches, in the coming year. This approach will contribute to a more comprehensive and widespread growth. This marks just the beginning of our journey towards RBL Bank 2.0. Numerous more steps will follow as we work diligently to accomplish our strategic roadmap for Vision 2026.

Guided by our esteemed Board and with the collective efforts of everyone associated with RBL Bank, we have significantly strengthened our franchise and positioned ourselves as a trusted partner for our customers and stakeholders.

FY 2022-23, an Overview

FY 2022-23 was the first full year of the post-pandemic era. We exhibited undaunted determination towards recovery and business growth.

Despite the immense pressure stemming from the global macroeconomic situation and the ongoing impacts of the Russia-Ukraine con ict, both the Indian banking sector and the economy displayed remarkable resilience and surged ahead steadily. The BFSI sector has admirably served the country through this challenging period by reimagining its services and products digitally.

Being a proud participant in the BFSI space, we demonstrated our abilities as a strong and agile institution. We made sincere efforts during the year to steer the Bank's return to pro tability and growth. Our efforts have been recognised in ways that are reflected not just in our financial performance but also in an overall enhancement of our relationships with each of our key stakeholders. Our journey over the past year evidences the value of teamwork with 'One Bank, One Approach', truly making us 'Apno ka Bank'.

Our growth and performance have also been acknowledged by various institutions and this recognition really motivates us to march ahead with renewed vigour. In 2023, we re-entered the Top 100 most valued brands in India list as per Brand Finance, world's leading brand valuation and research agency which values over 5,000 brands globally. Additionally, UMEED 1000, our agship CSR initiative won us India's Best Bank for CSR at the International AsiaMoney Best Bank Awards, 2023.

Our vision is focussed on achieving significant growth while maintaining a strong commitment to delivering excellent service. We view FY 2022-23 as a pivotal period for establishing the groundwork of our aspirations, as we continue to focus sharply on:

Strengthening our balance sheet and franchise

Focussing on customer-centricity

Enhancing our financial performance

Optimising operational efficiency through technology

Building a diversi ed bank

Here are some of the key highlights of the year that have shaped our path forward:

? Growing customer acquisition and retention have led to a significant boost in our CASA (14% year-on-year) to reach `31,717 crore, while deposits grew by 7.4% to `84,887 crore.

? Our balance sheet strength improved significantly, with net advances growing by 17% to reach `70,209 crore. Out of this, retail - our key focus area - showed significant growth of 21% at `37,778 crore

? We registered the highest ever Pro t After Tax of `883 crore, compared to a loss of `75 crore reported in FY 2021-22.

? Our other income increased to ` 2,490 crore.

? Our key financial ratios such as Return on Assets, CASA, Net Interest Margin stood at 0.83%, 37.4%, and 4.67% as against - 0.07%, 35.3%, and 4.45%, respectively.

? Our asset quality continued to witness steady improvement, with GNPA and NNPA at 3.4% and 1.1%, respectively, as against 4.4% and 1.3% in FY 2021-22.

New Business Verticals

I would also like to draw your attention to the robust growth of our new business verticals, viz. tractor, home loans and mortgage loans since these new verticals accounted for 8% of our advances during the year. I am delighted to share that we have successfully launched additional retail asset products, including gold loans, business loans, two-wheeler & four-wheeler loans and used car loans. Most of these products are set to scale in FY 2023-24.

Our primary focus has been on widening our product suite to cater to our 13 million plus customer base. Through conscious efforts, we are driving these secured retail asset products, which will significantly strengthen our balance sheet. Already, two of our retail agship products - credit cards and micro nance loans - are scaling as per the plan. Besides, our consistent focus on cross-selling through data analytics will further contribute to achieving our targets.

Digital Journey

Our digital journey is focussed on improving customer experience and services. This agenda is underpinned by robust data governance and information security while enabling our people to achieve higher levels of productivity by automating repetitive tasks and processes.

We continue to prioritise investments in technology that help us target a wider customer base across all segments. We have also automated several processes, which have helped free up the bandwidth of our people, enabling better engagement with revenue-positive activities.

We continued to launch solutions and features to serve our customers better. Additionally, we have developed the Abacus 2.0 Common Data Platform, which uni es customer data across all business segments, thereby enhancing our understanding of our customer's needs.

We are incorporating digital technologies wherever possible to deliver value at scale. As we continue to re ne our products across various categories, we will actively seek opportunities to increase cross-sell and upsell.

Customer-Centricity, Our Mantra

Through the year, we have aligned our focus to nurture customer relationships based on personal engagement, facilitated by our dedicated relationship managers, and strong user engagement through our digital portals. Our focussed efforts in this direction, notably the impactful campaigns like #FarzBantaHai, customer-centricity training initiatives designed for our customer support trainers and our enhanced product suite, have significantly enriched our connections with our valued customers.

I would like to appreciate our branches for paving the way for enhanced customer engagement. They have consistently come up with innovative ways to have meaningful interactions with various customer segments. These include round-the-year hosting of numerous events, activities and celebrations at our branches to support and educate our customers across all ages.

Moreover, we have continued to strengthen our partnerships with leading brands, financial institutions, and start-ups to deliver hybrid products and services that enrich our customers' experience. A prime example of this is the RBL Bank-RuPay National Common Mobility Card along with BMRCL, which is set to revolutionise the way Indian citizens travel, shop, and manage their spending.

Future-Proof Strategies

FY 2022-23 has also characterised certain decisions and activities that contribute towards making the organisation future-proof. As part of our Vision 2026, we have devised strategies and identified ve key goals based on our engagements with stakeholders and the analysis of emerging trends and macro opportunities. These goals are as follows:

? Strengthening the core business and expanding into nascent verticals through portfolio diversi cation, product differentiation, and continuous innovation.

? Focussing on distribution-led growth, with a strong emphasis on cross-selling by leveraging our existing operational investments.

? Building a data led omnichannel approach with a customer- first focus by utilising digital expertise and technical know-how to deliver personalised and seamless customer experiences.

? Promoting responsible banking by effectively leveraging RBL Finserve and focussing on driving scale through sustainability.

? Enhancing workplace diversity and cultivating a future-ready workforce that is equipped with the skills and knowledge needed to thrive in an ever-changing business landscape.

Paying Back to the Society

Corporate Social Responsibility (CSR) is a vital aspect of any responsible organisation. We recognise that genuine success goes beyond financial metrics; it lies in the transformative impact we make on the lives of those in need. As a part of our long-term focus, we actively engage in initiatives that promote health, education, and livelihood opportunities, which we collectively term as 'HELO.' We rmly believe that by investing in these key areas, we can create a positive and lasting impact on the communities we serve.

Marching Towards a Sustainable Tomorrow

Our Vision 2026, which encompasses our strategy for the near term, also spotlights our commitments towards upholding the ESG principles for a more sustainable tomorrow.

We value our role within the society as an enabler for progress and growth for our customers, our people, our partners, and the communities we work with.

We are actively taking strides to strengthen the management of our climate risks by endorsing the 'Taskforce on Climate-related Financial Disclosures (TCFD)' in August 2022. Furthermore, we are proud to have achieved our first three qualified Green Loans under IFC's US$ 150 million credit line. Throughout the year, we actively supported and furthered our existing customer education and awareness programs dedicated to community development.

In addition to this, we have introduced several initiatives within the Bank speci cally tailored to drive the growth and advancement of our women colleagues. These include hiring returnee women through our second career program (RETAKE), protecting the ratings of women on maternity leave, conducting women leadership development programs, tying up with diversity consultants and conducting gender sensitisation workshops for campus hires and employees, among others.

Re ecting our performance in sustainability practices, we were recently recognised under the 'Strong' category of the ESG Risk management band in CRISIL's Sustainability Yearbook 2022. Similarly, ESG Risk AI has given an overall rating of ESG-RISK BBB, which signi es that the Bank has a good track record of risk management. Also, Re nitiv has given us an ESG score of 67/100 in FY 2022.

Badhte Kadam

Going forward, our core priority continues to be granularity and retailisation of our portfolio, while maintaining our asset quality standards. To this end, we are innovating and enhancing our products suite, and strengthening our efforts through wider reach and higher quality customer service and engagement.

During my conversations with our customers, employees, investors , partners, and others in this past year,

I was constantly reminded of the potential of an institution like ours and the expectations that follow. We are the 'Apno ka Bank' and these apne of ours want us to succeed. I can con dently say on behalf of my people that this expectation gives us the motivation to march ahead with Badhte Kadam.

To our shareholders and investors once again, I would like to extend a note of deeply felt gratitude with your continued support and direction, we are building a Bank that will scale heights and offer testimony to the relationships nurtured through these 80 years.

Thanking You,

R Subramaniakumar

MANAGING DIRECTOR & CEO

   

RBL Bank Ltd Company History

RBL Bank Limited (formerly known as Ratnakar Bank), incorporated in 1943 in Kolhapur, Maharashtra, is one of India's fastest growing private sector banks with an expanding presence across the country. The Bank is engaged in providing a wide range of banking and financial services including wholesale banking, retail banking, treasury operations and other banking related activities. The Bank commenced its operations at its International Financial Services Centre Banking Unit (IBU) in Gujarat International Finance Tec (GIFT) City, Gujarat in April 2017 and does not have a branch in any foreign country. RBL Bank started a transformational journey under a new management team in 2010. On 9 August 2013, Ratnakar Bank announced that that it has agreed to acquire Royal Bank of Scotland's Business Banking business, Credit Cards business & Mortgage portfolio in India subject to approvals from Competition Commission of India (CCI). This transaction would complement well with Ratnakar Bank's existing business and would help it add strength in the desired product and customer segments. The transaction is expected to help the bank create further capabilities in a very short span of time and enhance CASA. On 10 April 2014, Ratnakar Bank announced the completion of a Rs 328 crore capital infusion as part of its third round of financing in the last three years led by leading global investors like CDC Group Plc and Asia Capital and Advisors Pte Ltd. Existing investors, including International Finance Corporation and Gaja Capital also participated in this round. These new funds will assist the bank in expanding its branch network in semi-urban and rural areas of India as well as providing a suite of financial products and services to the unbanked sections of society. The name of the bank was changed from Ratnakar Bank to its present name RBL Bank pursuant to a fresh certificate of incorporation issued by the RoC on 24 November 2014. On 20 December 2015, RBL Bank announced completion of a Rs 488-crore pre-IPO preferential placement to certain international investors including Asian Development Bank (ADB) and CDC Group Plc among others. The fresh capital was raised for the purpose of augmenting the Bank's tier 1 capital base to meet the future capital requirements expected to arise out of growth in the Bank's assets and to comply with RBI's Basel III guidelines. In August 2016, RBL Bank's maiden initial public issue was oversubscribed 70 times. The stock debuted at Rs 273.70 on BSE on 31 August 2016, a 21.64% premium over the IPO price of Rs Rs 225 per share. On 27 September 2016, RBL Bank announced that it has raised Rs 330 crore from the UK-based development finance institution, CDC Group Plc (CDC), through Basel III compliant Tier II capital. The Tier II debt will strengthen the capital base of the bank, which in turn will support its businesses such as SME lending, agribusiness financing and financial inclusion. The infusion will also help the bank expand to new regions within India. On 3 October 2016, RBL Bank announced the acquisition of a 9.99% stake in Utkarsh Micro Finance Ltd (UMFL) in what is a strategic move to reach out to the unbanked and underbanked segments of society. The bank is also entering into a MoU to extend its product portfolio to Utkarsh customers. UMFL has received in-principle approval from the RBI for setting up a small finance bank and is expected to commence operations soon. On 7 October 2016, RBL Bank, NeoGrowth Credit Pvt. Ltd and Overseas Private Investment Corporation (OPIC), the US Government's development finance Institution, jointly committed to provide financing for small and medium enterprises (SMEs) in the Indian retail space. RBL Bank will lend to NeoGrowth to enable it to provide loans to SMEs excluded from mainstream funding. This financing will be backed by a $5 million loan guarantee from OPIC. NeoGrowth, a non-banking finance institution, uses innovative technology to serve the funding requirements of SMEs, which do not get loans easily from commercial banks owing to their small size, inadequate credit history and lack of collateral. On 28 November 2016, RBL Bank and Bajaj Finance Ltd, one of the most diversified NBFCs in India, jointly announced a partnership to launch a series of co-branded credit cards for the Indian customers. This partnership will help RBL Bank further strengthen scale of operations in its rapidly growing credit cards business. These co-branded Credit Cards will be available for both existing as well as new customers of Bajaj Finance Ltd. On 30 November 2016, RBL Bank announced that it has become the first bank in India to launch Aadhaar Payment Bridge System (APBS) for micro finance loan disbursements. This was achieved by doing the first successful cashless disbursement to various beneficiaries in the rural segment across the country. On 6 April 2017, RBL Bank announced the opening of its IFSC Banking Unit (IBU) at the Gujarat International Finance Tec-City (GIFT City). With this, RBL Bank has commenced offshore banking operations from India. The IBU will give RBL Bank access to international financial markets and the bank will offer a range of products and services to its clients. RBL Bank will raise foreign currency funds to meet its requirements in IBU and fund offshore subsidiaries of Indian companies, other foreign firms, and eligible Indian companies (via ECBs, Bonds etc.). On 14 August 2017, RBL Bank announced that it has successfully completed the capital infusion of Rs 1680 crore from a set of marquee investors. The bank has issued 3.26 crore equity shares on preferential basis at a price of Rs 515 per share. On 27 November 2017, RBL Bank announced that it has increased its stake from 30% to 60.48% in Swadhaar Finserve Pvt. Ltd. (SFPL) - a captive business correspondent of RBL Bank - engaged in offering services to the financial inclusion segment covering MSME & Micro banking in rural and semi-urban areas. RBL Bank bought the additional 30.48% stake in Swadhaar Finserve, in line with its business strategy to leverage technologies and partnerships and extend its service offerings to the under-banked. During the FY2018, the total deposits of the Bank grew by 26.93% to Rs 43,902.26 crore as against Rs 34,588.09 crore in the previous year. The bank's Net advances upsurged by 36.74% from Rs 29,449.04 crore in FY 2016-17 to Rs 40,267.84 crore in FY 2017-18. At the end of the previous fiscal FY 2016-17, the Bank's shareholding in Swadhaar Finserve Private Limited ('Swadhaar') was at around 30%. During FY 2017-18, the Bank had increased its shareholding in Swadhaar to 60.48%. Accordingly Swadhaar ceased to be an Associate Company of the Bank and had become a subsidiary of the Bank. As on 31 March 2018, the bank had a distribution network of 265 branches, 807 BC branches and 388 ATMs across the country. During the FY2018, the bank had issued 32,621,354 equity shares of Rs 10 each on preferential basis, each share allotted at a price of Rs 515/- aggregating to Rs 1,680.00 crore. During the year 2018, the bank awarded the MOST PROMISING COMPANY OF THE YEAR at the CNBC TV18 India Business Leader Awards 2018. Also bagged the BEST BANK OF THE YEAR award at the Outlook Money Awards 2018. Also received the BEST SMALL BANK OF THE YEAR' Award at the Business Today Banking Awards 2018. The bank also won the HIGH GROWTH - PRIVATE SECTOR BANK' award at the Dun & Bradstreet Banking Awards 2018. Also received the FASTEST GROWING BANK award at the Business World Magna Awards 2018. During the fiscal 2019, the total deposits of the Bank grew by 33.01% to Rs 58,394.42 Crore as against Rs 43,902.26 Crore in the previous year. The Bank's Net advances surged 34.87% from Rs 40,267.84 Crore in FY 2017-18 to Rs 54,308.24 Crore in FY 2018-19. During the FY2019, the Bank had increased its shareholding in RBL Finserve Limited (Formerly Swadhaar Finserve Private Limited) to 100%. Accordingly, RBL Finserve Limited is now a wholly owned subsidiary of the Bank. On 28 June 2018, RBL Bank announced that it has acquired 100% stake in Swadhaar Finserve Pvt. Ltd. (SFPL) - an exclusive business correspondent of RBL Bank engaged in offering services to the underbanked segment in rural and semi-urban areas. RBL Bank has brought this additional stake from marquee investors including global financial inclusion nonprofit Accion, which has been instrumental in shaping Swadhaar into one of India's most effective lenders for underserved families and businesses. SFPL works as a last-mile distributor of comprehensive financial services and products, particularly loans and savings products, to low-income households and microenterprises across India. As on 31 March 2019, the bank had a distribution network of 324 branches, 993 BC branches and 341 ATMs across the country. The bank bagged the MOST PROMISING COMPANY OF THE YEAR award at the CNBC-AWAAZ CEO Awards 2019. Also received the INDIA'S BEST BANK FOR MICROFINANCE award at the Asiamoney Awards 2019. The bank also won the BEST SMALL BANK award at the Business Today Financial Awards 2019. Also bagged the BEST ENTERPRISE MOBILITY award at the BFSI Digital Innovation Awards by Express Computers. During the fiscal 2020, the total deposits of the Bank marginally declined by 1.00% to Rs 57,812.22 Crore as against Rs 58,394.42 Crore in the previous year. The Bank's Advances Net advances grew by 6.83% from Rs 54,308.24 Crore in FY 2018-19 to Rs 58,019.05 Crore in FY 2019-20. During the FY2020, the Bank has issued and allotted 57,700,000 equity shares to eligible qualified institutional buyers at a issue price of Rs 351.00 per equity share (including a premium of Rs 341.00 per equity share) aggregating to Rs 2025.27 crore on 06 December 2019. Approval of Shareholders was obtained on 27 December, 2019 under Section 23, 42, 62(1)(c) of the Companies Act, 2013 by way of passing Special Resolutions to create, offer, issue and allot equity shares of Rs 10 each at the price of Rs 340.70 per equity share including premium on preferential basis to (i) 4,402,700 Equity Shares at the Issue Price aggregating to an amount Rs 1,499,999,890 to East Bridge Capital Master Fund I Ltd ; (ii) 2,527,140 Equity Shares at the Issue Price aggregating to an amount Rs 860,996,598 to FEG Mauritius FPI Limited; (iii) 6,310,530 Equity Shares at the Issue price aggregating to an amount of Rs 2,149,997,571 to Ishana Capital Master Fund; and (iv) 6,595,240 Equity Shares at the Issue Price aggregating to an amount of Rs 2,246,998,268 to WF Asian Reconnaissance Fund Limited. As on 31 March 2020, the bank had a distribution network of 386 branches, 1245 BC branches and 389 ATMs across the country. During the FY2020, the bank received the award for OUTSTANDING PERFORMANCE IN POS DEPLOYMENT IN NORTHEAST at Digital Payments Award by MeitY. Also received the BEST NOMINATED BANK FOR SILVER OF THE YEAR 2018-19 at India International Gold Convention. The bank also bagged BEST DATA QUALITY AWARD at TransUnion CIBIL Awards. During the quarter ended December 2020, the bank has raised an additional capital of Rs 1566 crore on preferential basis through an issuance of 88,474,577 fresh equity shares of Rs 10 each at a price of Rs 177 per share. RBL Bank opened 173 new BC branches during FY 2020-21, taking the total to 1200 in FY 2020-21. During year 2021, RBL Bank had a distribution network of 435 branches, 1,424 BC branches and 380 ATMs across the country. During FY 2021-22, RBL Bank opened 49 new BC branches, bringing total up to 1,240 branches servicing a customer base of 61.86 lakh. During year 2022, RBL Bank had a distribution network of 502 branches, 1,418 BC branches and 414 ATMs across the country. During year 2023, RBL Bank had a distribution network of 517 branches, 1,166 BC branches and 414 ATMs across the country.

RBL Bank Ltd Directors Reports

DEAR MEMBERS,

The Board of Directors of RBL Bank Limited ("the Bank") take great pleasure in presenting the 80th Annual Report of the Bank along with the Audited statement of accounts for the financial year ended March 31,

A. FINANCIAL PERFORMANCE

The comparative standalone financial performance of the Bank for the financial year ended March 31, 2023 with that of March 31, 2022 is summarized in the following table:

			R
Particulars	FY 23	FY 22	Change (%)
Advances (Net)	70,209	60,022	17.0%
Deposits	84,887	79,007	7.4%
Net interest income	4,451	4,027	10.6%
Other income	2,490	2,340	6.4%
Net total income	6,941	6,367	9.0%
Operating expenses	4,738	3,622	30.8%
Provisions and contingencies	1,320	2,820	(53.2)%
Net profit	883	(75)	–
Gross NPA ratio	3.37%	4.40%	–
Net NPA ratio	1.10%	1.34%	–
Capital Adequacy Ratio	16.92%	16.82%	–
Business per employee	14.06	15.02	(6.4)%
Business per branch	299.99	276.95	8.3%
Appropriations
Transfer to Statutory Reserve	221	–	–
Transfer to Capital Reserve	3	43	–
Transfer to Revenue and Other Reserves	200	–	–
Transfer to Investment Fluctuation Reserve	187	(36)	–
Transfer to Special Reserve	10	–	–
Dividend for the year, including tax thereon	–	–	–

The Bank posted a net total income of Rs 6,941 crore and net profit ofRs 883 crore for the financial year ended March 31, 2023 as against a net total income of Rs 6,367 crore and net loss of Rs 75 crore for the financial year ended March 21, 2022.

The Bank proposes to transfer an amount of Rs 221 crore to the Statutory Reserve. An amount of Rs 226 crore is proposed to be retained in the Statement of Profit and Loss.

Appropriations from net profithave been done as detailed herein above.

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 Rs 1.50 (15%) per Equity (ordinary) Share of the face value of Rs 10/- each for the financial year ended March 31, 2023.

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, 2023, your Bank added Rs 0.71 crore (including premium) through allotment of 54,300 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 0.05 crore and share premium increased by Rs 0.65 crore.

The paid up Equity Share Capital of the Bank as on financial year ended March 31, 2023 stood at Rs 599.57 crore divided into 59,95,68,063 equity shares of Rs 10/- each.

During the financial year under review, there has been no change in the Authorized share capital of the Bank. The Authorized share capital of the Bank as at March 31, 2023 stood at Rs 700 crore divided into 700,000,000 equity shares of Rs 10/- each.

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, 2023.

Debt Securities

Pursuant to the authority granted vide the resolution passed by the Members of the Bank at the 78th Annual General Meeting held on September 21, 2021, for borrowing / raising of funds by issue of debt securities, the Bank in the first quarter of financial year ended March 31, 2023 raised funds by issue of USD denominated unsecured Tier 2 subordinated notes in accordance with the Reserve Bank of India's 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 776.98 crore) [the "Notes"] offered under Section 4(a)(2) of the United States Securities Act of 1933, as amended to United States International Development

Finance Corporation ("USDFC").

The Unsecured Redeemable Non-Convertible Debentures ("NCDs") issued by the Bank on a private placement basis aggregating to Rs 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 the Stock Exchanges.

Capital Adequacy Ratio

Your Bank is well capitalized with a Capital Adequacy Ratio ("CAR") of 16.92 % as on March 31, 2023, as against the minimum requirement of 11.50%. Your Bank complies with the Capital Adequacy guidelines of Reserve Bank of India, also known as ‘Basel III Guidelines'.

Net Worth

Your Bank's net worth as on March 31, 2023 is Rs 12,996.26 crore. It comprises of paid-up Equity Share Capital of Rs 599.57 crore and Reserves of Rs 12,396.69 crore (excluding Revaluation Reserve, Foreign Currency Translation Reserves and Deferred Tax assets).

D. CORPORATE GOVERNANCE

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

A detailed Corporate Governance Report as envisaged under

Regulation 34(3) of the SEBI Listing Regulations is annexed as Annexure I to this Report. The Certificateissued by M/s. Alwyn Jay & Co., Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated in SEBI Listing

Regulations is annexed as Annexure IA and forms an integral part of this Report.

E. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

Council's (IIRC) recommendations. The Bank also published standalone sustainability reports based on GRI framework during financial year ended 2017-18 to financial year ended 2019-20. From financial year ended 2019-20, the sustainability report is part of the integrated report. This integrated report is a testament of maturity of Bank's ESG framework over time. The integrated sustainability report forthefinancialyear ended March 31, 2023, also forms an integral part of this Report.

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

F. STATUTORY DISCLOSURES Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014; 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 Management Discussion and Analysis Report and 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, 2023, your Bank earned Rs 254.40 crore and spent Rs 230.84 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"), 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 / reappointment, in compliance with the said laws. An assessment on whether the Directors fulfil the said criteria is also carried out by the Nomination & Remuneration Committee and the Board on an annual basis and before considering their candidature for re-appointment.

As on March 31, 2023, the Board comprised of thirteen (13) Directors, of these, Eleven (11) 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), Three (3) Directors were Non-Executive Non Independent Directors (including one Woman Director) and One (1) Director was an Additional Director (appointed by Reserve Bank of India). 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 of Regular Managing Director & CEO

Mr. Vishwavir Ahuja (DIN: 00074994), Managing Director & CEO of the Bank proceeded on leave effective December 25, 2021. The Board appointed Mr. Rajeev Ahuja (DIN 00003545), Executive Director as interim Managing Director & CEO on December 25, 2021. The said appointment of Mr. Rajeev Ahuja as interim Managing Director & CEO was approved by the Reserve Bank of India and Members of the Bank vide postal ballot on May 27, 2022.

The Board of the Bank initiated the steps to identify and evaluate candidates for the position of regular Managing Director & CEO and constituted a Search Committee for this purpose. The Board at its meeting held on April 20, 2022, basis the recommendations of the Nomination & Remuneration Committee and pursuant to the provisions of Banking Regulation Act, 1949 and the extant Reserve Bank of India guidelinesfinalized the names of candidates for the position of regular Managing Director & CEO of the Bank, application in this regard was duly submitted to the Reserve Bank of India. The Reserve Bank of India vide letter dated June 10, 2022 approved the appointment of Mr. R. Subramaniakumar (being one of the candidates as proposed by the Bank) as the Managing Director & CEO of the Bank for a period of three years with effect from the date on which he assumes charge as Managing Director & CEO (RBI Approval).

The Nomination & Remuneration Committee and Board at their respective Meetings held on June 11, 2022, noted the aforesaid RBI Approval and further at their meetings held on June 23, 2022 approved / noted the below:

Appointment of Mr. R Subramaniakumar (DIN: 07825083) as an Additional Director of the Bank, with effect from June 23, 2022.

Appointment of Mr. R. Subramaniakumar as the regular Managing Director & Chief Executive Officer and Key Managerial Personnel of the Bank for a period of three (3) years commencing from June 23, 2022 (A/N Afternoon) up to June 22, 2025, subject to approval of the Members of the Bank.

Mr. Rajeev Ahuja's position as interim Managing Director & CEO was an interim position approved by the Reserve Bank of India till June 24, 2022 or till the appointment of a regular Managing Director & CEO whichever is earlier. Hence, consequent to the aforesaid appointment of Mr. R. Subramaniakumar as regular Managing Director & CEO, Mr. Rajeev Ahuja ceded the title of interim Managing Director & CEO effective June 23, 2022 (F/N-Forenoon) and continued to perform his role as Executive Director on the same terms and conditions as approved by the Reserve Bank of India and Members of the Bank.

Consequent to the appointment of Mr. R. Subramaniakumar as the regular Managing Director & CEO of the Bank effective June 23, 2022 (A/N - Afternoon), Mr. Vishwavir Ahuja's term as Managing Director & CEO of the Bank ended on June 23, 2022 (F/N - Forenoon).

The Nomination & Remuneration Committee and Board at their respective Meetings held on August 22, 2022, inter alia approved the below: Appointment of Dr. Sivakumar Gopalan (DIN: 07537575), as an Additional Non-Executive Independent Director of the Bank w.e.f. August 22, 2022, for a term of five (5) years.

Appointment of Mr. Gopal Jain (DIN: 00032308), as an Additional Non-Executive Non Independent Director of the Bank.

Appointment/Re-appointment/Retirement by rotation approved/concurred by the Members at the 79th Annual General Meeting of the Bank held on September 21, 2022:

Mr. Vijay Mahajan (DIN: 00038794), Non-Executive Non Independent Director whose term of office was to retire by rotation, expressed his desire not to seek re-appointment upon expiry of his term at the 79th Annual General Meeting.

Appointment of Mr. R Subramaniakumar (DIN: 07825083) as Director of the Bank and further as Managing Director & Chief Executive Officer of the Bank for a period of three (3) years, effective June 23, 2022 (A/N - Afternoon) upto June 22, 2025.

Appointment of Dr. Sivakumar Gopalan (DIN: 07537575) as Non-Executive Independent Director of the Bank for a period of 5 (five) years i.e. from August 22, 2022 to August 21, 2027.

Appointment of Mr. Gopal Jain (DIN: 00032308) with effect from August 22, 2022 as Non-Executive Non Independent Director of the Bank, liable to retire by rotation.

Re-appointment of Executive Director

Basis the recommendations of Nomination & Remuneration Committee, the Board at its Meeting held on October 10, 2022, approved the re-appointment of Mr. Rajeev Ahuja (DIN:00003545) as an Executive Director of the Bank for a period of 3 years effective from February 21, 2023 till February 20, 2026, which was approved by the Reserve Bank of India on February 7, 2023. The re-appointment was further approved by Members of the Bank vide Ordinary Resolution passed on April 27, 2023, by means of Postal Ballot.

Key Managerial Personnel

During the financial year under review, there was a casual vacancy caused in the office of Chief Financial due to sad and untimely demise of Mr. Amrut Palan who had been associated as a CFO with the Bank since August 2019. The Bank placed on record its appreciation for his contribution and the benefits gained from his vision and leadership during his tenure. With respect to the casual vacancy, the Bank with the approval of the Board, elevated Mr. Deepak Ruiya, Head-Financial Control to the position of Deputy CFO with effect from March 6, 2023. Till such time a CFO is appointed, Mr. Deepak Ruiya in his capacity as Deputy CFO is responsible for all the functions as are executed by a CFO and is also designated as a Key Managerial Personnel of the Bank.

Mr. R. Subramaniakumar (DIN: 07825083), Managing Director & CEO, Mr. Rajeev Ahuja, (DIN: 00003545), Executive Director, Mr. Deepak Ruiya, Deputy Chief Financial Officer and Ms. Niti Arya,

Company Secretary were 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 Articles of Association of the Bank, Mr. Vimal Bhandari (DIN: 00001318), Non-Executive Non Independent Director of the Bank retires by rotation at the ensuing (80th) Annual General Meeting. Although being eligible he has not offered himself for re-appointment. Accordingly, he would cease to hold the office as Non-Executive Non Independent Director of the Bank on expiry of his term ending at the ensuing (80th) Annual General Meeting and the vacancy so created be not filled. Consequently, he would cease to be Chairman/Member of the respective Board Committees from the said date. The Board places on record its made by sincere appreciation for the significant Mr. Bhandari in guiding and supporting the management during his tenure with the Bank.

The resolution for the same is included in the Notice convening the 80th Annual General Meeting.

Independent Directors

As on March 31, 2023, 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) are Non-Executive Independent Directors of the Bank. All the Independent Directors have submitted their respective declarations stating that they meet the criteria prescribed for independence under Section 149(6) of the Companies Act, 2013 & Rules made thereunder and Regulation 16 of the SEBI Listing Regulations. In the opinion of the Board the Independent Directors fulfill the aforesaid ,proficiency criteriaandpossessrequisiteintegrity,qualifications, experience, expertise and are independent of the management.

The Independent Directors of the Bank have complied with the requirements of 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 complete the online proficiency self assessment test by March 31, 2023 have duly completed the same within 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 due for reappointment at the ensuing Annual General Meeting.

Board Level Performance Evaluation

The performance evaluation of the Board as a whole as well as that of its Committees, Directors (including Independent

Directors) and Chairman of the Board is carried out by the Board based on the criteria for evaluation / assessment as laid down by the Nomination & 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 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 2022-23 are as under:

Sr. No. Name of the Director	Designation	Ratio
1 Mr. Prakash Chandra	Non-Executive Independent Director (Part-time Chairman)	8.08x
2 Mr. R Subramaniakumar	Managing Director & CEO	34.54x
3 Mr. Rajeev Ahuja	Executive Director	34.07x
4 Mr. Ishan Raina	Non-Executive Independent Director	6.04x
5 Ms. Ranjana Agarwal	Non-Executive Independent Director	5.70x
6 Dr. Somnath Ghosh (CFO)	Non-Executive Independent Director	5.93x
7 Mr. Chandan Sinha	Non-Executive Independent Director	4.95x
8 Mr. Manjeev Singh Puri	Non-Executive Independent Director	5.13x
9 Dr. Sivakumar Gopalan	Non-Executive Independent Director	1.37x
10 Mr. Vimal Bhandari	Non Executive Non Independent Director	4.91x
11 Ms. Veena Mankar	Non Executive Non Independent Director	4.76x
12 Mr. Gopal Jain	Non Executive Non Independent Director	1.63x
13 Mr. Yogesh Dayal	Additional Director (appointed by RBI)	Note 2

‘x' denotes the median remuneration of the employees.

Note 1 - During the financial year under review, the Bank has not paid any compensation in the form of fixed remuneration to Non-Executive Directors of the Bank except for the payment of honorarium to Mr. Prakash Chandra, Non-Executive Independent Director (Part-time Chairman) as per approval received from RBI and hence sitting fees paid to other Non Executive Directors (excluding additional director appointed by RBI) have been considered as remuneration while calculating the ratio of the remuneration to the median remuneration of the employees of the Bank.

Note 2 - The sitting fees is not paid to the Additional Director appointed by the Reserve Bank of India.

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary of the Bank for the financial year 2022-23 are as under:

Sr. No. Name of the Director / KMP	Designation	% Increase
1. Mr. R Subramaniakumar	Managing Director & CEO	Note 3
2. Mr. Rajeev Ahuja	Executive Director	Note 4
3. Mr. Deepak Ruiya	Deputy Chief Financial Officer	Note 5
4. Ms. Niti Arya	Company Secretary	15%

The percentage increase in remuneration for Mr. Vishvavir Ahuja who held the position of Manging Director & CEO till June 23, 2022 (F/N) and Mr. Amrut Palan who held the position of CFO upto September 8, 2022 was Nil.

Note 3 - Mr. R. Subramaniakumar was appointed as the Managing Director & CEO for a period of three years with effect from June 23, 2022 (A/N), on the terms of remuneration as approved by the Reserve Bank of India. The said appointment and remuneration were further approved by Members of the Bank at the 79th Annual General Meeting held on September 21, 2022.

Note 4 - Mr. Rajeev Ahuja held the position of interim Managing Director & CEO upto June 23, 2022 (F/N) and thereafter continued to perform his role as Executive Director of the Bank.

Reserve Bank of India vide its letter dated February 7, 2023 approved the revision in the annual fixed pay to Mr. Rajeev Ahuja from Rs 2.13 Crore per annum to Rs 2.34 Crore per annum with effect from February 21, 2022. Further, the RBI also approved variable pay of Rs 1.7 Crore comprising of cash variable pay of Rs 0.85 Crore and non-cash variable pay (share-linked instruments) of Rs 0.85 Crore for FY2021-22 to Mr. Rajeev Ahuja. The above revision in remuneration and variable pay was approved by the Members of the Bank vide postal ballot on April 27, 2023. Accordingly, on receiving Members' approval, the revision in his Fixed Pay with effect from February 21, 2022, along with Variable Pay -Cash (as per deferral schedule in line with the Bank's Policy) was paid in the month of May 2023.

Note 5 - Mr. Deepak Ruiya was appointed as the Deputy CFO and Key Managerial Personnel w.e.f. March 6, 2023 and is responsible for all the functions as are executed by CFO (till such time a regular CFO is appointed). From the date of his appointment as Deputy CFO till March 31, 2023, there was no increase in his remuneration.

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 honorarium of Rs 18 lakh per annum as per approval of the Reserve Bank of India. The other Non-Executive Directors (excluding additional director appointed by Reserve Bank of India) were only paid sitting fees for the Board/Committee meetings attended by them during FY2022-23.

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%.

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, 2023 was 10,759.

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 11.4% for employees other than managerial personnel and 6.07% for managerial personnel (including Managing Director & CEO, Executive Director, ChiefFinancialOfficer .Secretary) and Company

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 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 Companies Act, 2013 read with second proviso of Rule 5 (3) 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 compensation 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 Compensation Policy based on the concept of CTC (Cost to Company) and TEC (Total Employee Compensation), to make compensation packages for across all grades, competitive enough to attract, nurture and retain high caliber professionals in the Bank and have an organization structure that reflects scale.

Your Bank's Compensation 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 Companies Act, 2013 and SEBI Listing Regulations, the Board has, on recommendations of the Nomination & 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 p>

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 & 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 & 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, Companies Act, 2013 and SEBI Listing Regulations as amended from time to time.

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 &

Remuneration Committee and approves the remuneration of officers the Managing Director and Executive Director, with or without modifications, subject to the approval of Members of the Bank and applicable regulatory approval. specialization, focus and The remuneration payable to the 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 Chairman

The Nomination & Remuneration Committee recommends the remuneration (honorarium) of the Chairman to the Board which is considered and approved by the Board subject to the approval of Members of the Bank and applicable regulatory approval.

The remuneration (honorarium) payable to the Chairman is subject to prior approval of the Reserve Bank of India. Therefore, the remuneration (honorarium) or any revision therein is payable to the Chairman only post receipt of the approval from the Reserve Bank of India.

The 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 Chairman is also entitled to a honorarium of Rs 18 lakh per annum as per the last approval granted by the Reserve Bank of India and the Members.

Remuneration of Non-Executive Directors (NEDs)

The remuneration payable to Non-Executive Directors (NEDs) is governed by the provisions of Banking Regulations Act, 1949,

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 provisions of the Banking Regulations Act, 1949 or the Reserve Bank of India guidelines.

The NEDs (other than Additional Director appointed by RBI) are paid sitting fees for attending each meeting of the Board of Directors or any Committees 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 & 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/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 Rs 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 Rs 20,00,000 (Rupees Twenty Lakh Only), per annum, for a period of five (5) years, with effect from the financial year 2021-22. The Board determines the amount of fixed remuneration to be paid to the Non-Executive Directors within the above overall limit.

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

Employees Stock Option Plan (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 & 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.

In terms of Regulation 7(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (SBEB & SE Regulations), the Nomination & Remuneration Committee and the Board at their respective meetings held on August 22, 2022 also approved certain amendments to ESOP 2013 as well as few amendments to ESOP 2018 which required approval of Members and few other amendments not being of a nature requiring approval of Members which was only for the purpose of meeting the regulatory requirements of SBEB & SE Regulations. The amendments made to the ESOP 2013 and ESOP 2018, respectively are not detrimental to the interest of the existing option grantees.

The Members of the Bank at the Annual General Meeting held on September 21, 2022, approved the amendment to ESOP 2018 relating to definition of Employee, Exercise Price and the .enhancement in the quantum of equity stock options for the purpose of grant. The Members of the Bank approved to create, offer, issue and grant / allot 1,75,00,000 additional equity stock options exercisable into not more than 1,75,00,000 equity shares of face value of Rs 10 each. Post this approval, the maximum limit with respect to the aggregate number of equity shares upon exercise of options under ESOP 2018 available to be granted to eligible employees of the Bank and its subsidiary is 5,50,00,000 Equity Shares of face value of Rs 10 each.

ESOP 2013 and ESOP 2018 schemes of the Bank are in compliance with the SBEB & SE Regulations and there were no material changes made to the said Schemes except as described above. 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 financialyear under review, Eighteen (18) 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, 2023, the Audit Committee comprised of six Directors of which four were Independent Directors including the Chairman of the Committee and the remaining two were Non-Executive Non Independent Directors of which one was an Additional Director appointed by the Reserve Bank of India.

The Board of Directors have also constituted other subcommittees. During the financial year under review, certain changes, apart from the changes to the composition of the Committee, were approved by the Board to some of the subcommittees as detailed hereinafter. The Board at its meeting held on May 6, 2022, considered, and approved the segregation of the Customer Service, Branding & Marketing Committee into two different Committees of the Board, with the nomenclature "Customer Service Committee (CSC)" and "Branding, Marketing & Communications Committee" (BMCC), respectively. The Board at its meeting held on September 29, 2022 inter alia approved merger of Wilful Defaulter Review Committee ("WDRC") and Non-Cooperative Borrower Review Committee ("NCBRC") into a single committee with the nomenclature "Review Committee for Wilful Defaulters and Non-Cooperative Borrowers". The Board at its meeting held on January 19, 2023 approved the change in the nomenclature of Anti Fraud Committee to "Fraud Monitoring Committee".

As on March 31, 2023, there were twelve sub-committees of the Board namely - Audit Committee, Stakeholders' Relationship Committee, Board Investment & Credit Committee, Fraud Monitoring Committee, Nomination & 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 ensures 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, 2023 are given in Note No. 14 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, 2023, your Bank has one wholly owned subsidiary i.e. RBL FinServe Limited (RFL) (formerly Swadhar Finserve Private Limited), which is not a material subsidiary as per the SEBI Listing Regulations. RBL Finserve Ltd; 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, RFL has presence across 18 states and 295 districts with a network of 821 branches. As on March 31, 2023, RBL Finserve Ltd was sourcing the following products for RBL Bank through its branches: Micro-finance loans

Small savings accounts

RBL Finserve Ltd has an active client base of 2.85 million customers and an AUM of Rs 6,767 crore across the above businesses.

Pursuant to Section 129(3) of 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.

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 Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to the Financial Statements forming part of the 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 investorgrievances@rblbank.com. The same is also open for inspection by the Members of the Bank and Trustees of the Debenture holders 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 financial year under review, no company has become or ceased to be a subsidiary, joint venture or associate of your Bank.

Adequacy of Internal Financial Controls with reference to Financial Statements

Proper internal financial controls were in place and the financial controls were adequate and were operating effectively. Further, the statutory auditors have, in compliance with the requirements of Companies Act, 2013, issued an opinion with respect to the adequacy of the internal financial controls over financial reporting of the Bank and the operating effectiveness of such controls, details of which may be referred to in the Independent Auditor's report attached to the financial statements of financial year ended March 31, 2023.

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, 2023 upto the date of the Directors' Report i.e. July 22, 2023, 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 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, 2023.

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, 2023, as per the applicable provisions of the Banking Regulation Act, 1949.

Auditors

The Reserve Bank of India vide its Circular No. RBI/2021-22/25 Ref.No.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 had issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (‘RBI Guidelines'). The provisions prescribed that Statutory Auditors shall be appointed for a continuous period of three years, subject to the Audit firms satisfying the eligibility norms as stipulated therein, each year. Further,Clause year 2023-24 forof theirsaid third RBI Guidelines provided that the Statutory Audit of banks with asset size above Rs 15,000 Crore as end of previous financial year should be conducted under joint audit with a minimum of two eligible audit firms. Pursuant to these Associates LLP, Chartered Accountants, (Firm Registration No. 101961 W/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.

The Members of the Bank at the 78th Annual General Meeting held on September 21, 2021 approved the appointment of M/s. CNK & Associates LLP, Chartered Accountants, (Firm Registration No. 101961 W/W100036) as Joint Statutory Auditor for a period of three (3) years to hold office till the conclusion of the 81st Annual General Meeting. M/s. Haribhakti & Co LLP who was the other joint Statutory Auditor whose appointment was approved by the Members of the Bank at the 77th Annual General Meeting held on July 17, 2020 to hold office upto the conclusion of the 79th Annual General Meeting had been debarred by Reserve Bank Limited vide their Press Release dated October 12, 2021 from undertaking any type of audit assignments in the entities regulated by RBI for a period of two years, effective April 1, 2022.

Accordingly, the Bank had sought and obtained the approval of the Members of the Bank at the 79th Annual General Meeting for appointment of M/s G.M. Kapadia & Co., Chartered Accountants, Mumbai, (Firm Registration Number:104767W), as the other Joint Statutory Auditor for a period of three (3) years to hold office from the conclusion of the 79th Annual General Meeting until the conclusion of 82nd Annual General Meeting, subject to the approval of the Reserve Bank of India every year and on such terms and conditions, including remuneration, as may be approved by the Audit Committee.

M/s. CNK & Associates LLP, Chartered Accountants and M/s. G.M. Kapadia & Co., Chartered Accountants have confirmed their eligibility under Section 141 of 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 confirmedthat they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI. Further, they have confirmed that they fulfill for appointment of Statutory Auditor of Private Sector Banks as prescribed by the Reserve Bank of India.

Reserve Bank of India vide its letter dated June 27, 2023 has approved the appointment of M/s. CNK & Associates, LLP and M/s. G. M. Kapadia & Co as the Joint Statutory Auditors of the Bank for the financial year, respectively.

Pursuant to Section 204 of Companies Act 2013, the Board had M/s. CNK& appointed M/s. Alwyn Jay & Co., Practicing Company Secretaries, Mumbai as its Secretarial Auditors for the financialyear ended March 31, 2023. The Bank provided all assistance and facilities to the Secretarial Auditor for conducting their audit as prescribed under Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2023 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 information relating to complaints received and disposed- theeligibilitynorms off / resolved during the financial year ended March 31, 2023 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

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 Credit Policy and its 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 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 towards 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

Integrated Annual Report 2022-23 for the financial year ended March 31, 2023, 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, 2023, the CSR Committee comprised of five members including three Independent Directors including 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 financialyear under review, your Bank was recipient of the following awards:

IBA Banking Technology Awards 2022 - Best Technology

Bank

Asiamoney Best Bank Awards 2022 - Best Bank For Digital

Solutions In India

Digital Payments Award by MeitY - Onboarding maximum merchants on digital payment modes in Jammu & Kashmir

Ratings

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

Your Bank's Certificate of Deposits carries a rating of "A1+" by ICRA 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 ratingof care "A1+" by ICRA which indicates lowest credit risk.

Your Bank's ratings were reaffirmed by ICRA in September 2022 and by CARE in October 2022

Know Your Customer (KYC)/Anti-Money Laundering

(AML) Measures

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

Requirement for maintenance of cost records

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

Certificate CEO/CFO

Pursuant to the provisions of Regulation 17(8) of SEBI Listing Regulations, the certificate issued by the Managing Director & CEO and Deputy CFO of the Bank (appointed as KMP responsible for the role & responsibility of a CFO till the appointment of a regular CFO), for the financial year ended March 31, 2023 was placed before the Board of Directors at its meeting held on April 29, 2023.

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

H. DIRECTORS' RESPONSIBILITY STATEMENT

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

i. The applicable accounting standards have been followed in preparation of the annual accounts for the financial year ended 2022-23 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 2022-23; sufficient hasiii. beenPropertakenand 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, Reserve Bank of India, Securities and Exchange Board of India, IBA, other Regulatory Authorities, Rating Agencies, Financial Institutions, banks and correspondents in India and abroad for their valuable and unflinching support as well as co-operation and guidance to the Bank from time to time. The Board acknowledges the trust and confidence reposed by the depositors, clients and investors and convey their deep appreciation and request for their continued patronage.

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

The Members of the Bank have been the key partners in the Bank's progress. The Board of Directors appreciates their support and is grateful for the confidence that they have placed in the Board of Directors and the Bank's management.

The Directors would also like to thank its Customers, Vendors, Business Partners, Government and all other Business

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

	For and on behalf of the Board of Directors
Prakash Chandra	R Subramaniakumar
Chairman	Managing Director & CEO
(DIN: 02839303)	(DIN: 07825083)
Place : Mumbai
Date : July 22, 2023

   

RBL Bank Ltd Company Background

Prakash ChandraR. Subramaniakumar

Incorporation Year	1943
Registered Office	1st Lane Shahupuri, Kolhapur,Maharashtra-416001
Telephone	91-231-2653006,Managing Director
Fax	91-231-2653658
Company Secretary	Niti Arya
Auditor	CNK & Associates LLP/G M Kapadia & Co
Face Value	10
Market Lot	1
Listing	BSE,NSE,
Registrar	Link Intime India Pvt Ltd C-101 247 Park,L B S Marg,Vikhroli West,Mumbai-400083

RBL Bank Ltd Company Management

Director Name	Director Designation	Year
Prakash Chandra	Chairman & Independent Directo	2023
R. Subramaniakumar	Managing Director & CEO	2023
Rajeev Ahuja	Executive Director	2023
Ishan Raina	Independent Non Exe. Director	2023
VEENA VIKAS MANKAR	Non-Exec & Non-Independent Dir	2023
Ranjana Agarwal	Independent Non Exe. Director	2023
Vimal Bhandari	Non-Exec & Non-Independent Dir	2023
Somnath Ghosh	Independent Non Exe. Director	2023
Chandan Sinha	Independent Non Exe. Director	2023
Manjeev Singh Puri	Independent Non Exe. Director	2023
Yogesh Kumar Dayal	Additional Director	2023
G Sivakumar	Independent Non Exe. Director	2023
Gopal Jain	Non-Exec & Non-Independent Dir	2023
Vimal Bhandari	Director	2023
Niti Arya	Company Sec. & Compli. Officer	2023

RBL Bank Ltd Listing Information

Listing Information
BSE_500
CNX500
BSESMALLCA
CNXSMALLCA
BSEALLCAP
BSEFINANCE
BSESMALLSE
NFTPVTBANK
SML250
MSL400
BSEPVTBNK
NFTYMSC400
NFTYSC50
NFTYSC250
NF500M5025
NFTYTOTMKT

RBL Bank Ltd Finished Product

Product Name	Unit	Installed Capacity	Production Quantity	Sales Quantity	Sales Value
Interest/disc on advance/bills	Rs.	0	0	0	6316.8766
Income on Investments	Rs.	0	0	0	1347.5638
Interest on bal with RBI	Rs.	0	0	0	362.1077
Other Interest	Rs.	0	0	0	149.2398