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RBL Bank Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 62735.50 Cr. P/BV 1.46 Book Value (Rs.) 276.47
52 Week High/Low (Rs.) 420/262 FV/ML 10/1 P/E(X) 71.38
Bookclosure 14/08/2026 EPS (Rs.) 5.67 Div Yield (%) 0.25
Year End :2026-03 

During the current year, options were granted at exercise price R 189.52, R 253.26, R 260.02, R 271.00, R 297.25, R 305.80, R 312.00 and R 318.65 respectively as on the date of grant of options. The corresponding market price per share for these grants at the time of respective grant was R 189.52, R 253.26, R 260.02, R 271.00, R 297.25, R 305.80, R 312.00 and R 318.65 respectively, per option being the latest available closing price on the previous trading day prior to the grant date on the Stock Exchange which recorded the higher trading volume.

During the previous year, options were granted at exercise price R 149.46, R 166.16, R 206.70, R 243.85 and R 262.25 respectively as on the date of grant of options. The corresponding market price per share for these grants at the time of respective grant was R 149.46, R 166.16, R 206.70, R 243.85 and R 262.25 respectively, per option being the latest available closing price on the previous trading day prior to the grant date on the Stock Exchange which recorded the higher trading volume.

The Reserve Bank of India (RBI), through its clarification dated August 30, 2021, on guidelines on Compensation of Whole Time Directors/CEO/Material Risk Takers and Control Function Staff, has advised banks that the fair value of share-linked instruments granted after March 31,2021 should be recognised as an expense.

The fair value of stock options is estimated on the date of grant using the Black-Scholes model and is recognised as employee expense over the vesting period.

Expected volatility refers to the anticipated fluctuation in the equity share price over a specific period. In the Black-Scholes option pricing model, volatility is quantified as the annualized standard deviation of continuously compounded rates of return on the share across a defined timeframe. The expected volatility has been determined by analysing historical data on daily closing price volatility of RBL Bank Limited's equity shares on the NSE, corresponding to the expected duration of each option vesting tranche.

4. Appropriation to/ Withdrawal from Reserve

Statutory Reserve

In accordance with the Banking Regulation Act, 1949, all banking companies incorporated in India are required to establish a reserve fund from their annual profit, as reflected in the Profit and Loss Account, prior to any dividend declaration. A minimum of twenty-five percent of such profit must be transferred to this fund. For the year ended March 31,2026, the Bank has allocated R 206.00 crore (previous year: R 174.00 crore) to Statutory Reserves.

Capital Reserve

According to RBI guidelines, profits from the sale of investments classified under the 'Held to Maturity' category are recognised in the Profit and Loss Account and subsequently allocated (net of applicable taxes and statutory reserve requirements) to Capital Reserve. Similarly, profit on the sale of premises, after deduction of taxes and transfer to Statutory Reserve, is also appropriated to Capital Reserve as mandated by RBI. For the financial year ended March 31, 2026, the Bank has allocated R 150.00 crore (previous year: R 27.00 crore) to Capital Reserves.

Special Reserve

In accordance with Section 36(1)(viii) of the Income Tax Act, 1961, designated entities such as banks are permitted to claim a deduction for any special reserve created and maintained. This deduction is limited to an amount not exceeding twenty percent of profits derived from eligible business, as computed under "Profits and Gains of Business or Profession,” and transferred to such reserve account. The provision remains applicable until the cumulative amounts transferred to the reserve exceed twice the sum of the paid-up share capital and general reserves of the entity. For the year ended March 31,2026, the Bank has appropriated R 4.00 crore (previous year: R 10.00 crore) to Special Reserves.

Revenue and Other Reserve

For the year ended March 31, 2026, the Bank appropriated R 400.00 crore (previous year: R 400.00 crore) to the Revenue and Other Reserve. In the previous year, the Bank implemented the revised framework in accordance with the RBI Master Direction on Classification, Valuation and Operation of Investment Portfolio dated September 12, 2023. Pursuant to the transition provisions of this framework, the Bank established general reserves of R 75.58 crore (net of tax), which has been included in the Revenue and Other Reserve.

Additionally, during the year ended March 31, 2026, a transfer of R 6.75 crore (previous year: R 3.28 crore) was made from the ESOP Reserve to Revenue and Other Reserves on account of cancellation or lapse of vested options.

ESOP Reserve

For the year ended March 31, 2026, transfers from the ESOP Reserve amounted to R 6.75 crore (previous year: R 3.28 crore) to Revenue and Other Reserves due to vested options that were cancelled or lapsed, and R 50.68 crore (previous year: R 9.74 crore) to Share Premium on account of ESOPs exercised. These transactions were effected in accordance with the guidance note on Accounting for Share-based Payments issued by The Institute of Chartered Accountants of India.

AFS Reserve

As of March 31,2026, the aggregate valuation gains and losses on all performing investments classified under the AFS category have resulted in a net depreciation of R 3.19 crore (previous year: net appreciation of R 17.40 crore). This amount has been directly recognized in the AFS Reserve.

Investment Fluctuations Reserve

For the year ended March 31,2026, the Bank did not appropriate any amount (previous year: R Nil) to the Investment Fluctuation Reserve, in compliance with RBI guidelines.

Cash Flow Hedge Reserve

As of March 31, 2026, the Bank has recorded a Cash Flow Hedge Reserve of R 6.91 crore (previous year: R 12.71 crore) on derivative contracts designated as cash flow hedges.

6. Capital Adequacy

As per capital adequacy guidelines under Basel III, the Bank is required to maintain a minimum CAR of 9% {11.50% including Capital Conservation Buffer (CCB)} as of March 31,2026, with minimum Common Equity Tier I (CET I) CAR of 5.5% {8% including CCB}. The minimum CAR required to be maintained by the Bank for the year ended March 31,2026 is 9% {11.5% including CCB}.

8. Investments:

8.1 The Bank's shareholding in Sical Logiexpress Private Limited (formerly known as PNX Logistics Private Limited) and Opal Luxury Time Product Limited exceeded 20% as at the date of acquisition. These equity shares were acquired pursuant to the exercise of pledge invoked on shares held by defaulting borrowers and/or as part of borrower restructuring arrangements. The Bank acquired and continues to hold these equity shares exclusively with a view to their subsequent disposal in the near future and does not exercise significant influence or participate in the financial or operating policy decisions of the investee companies. Accordingly, these investments have not been accounted for as associates in terms of 'AS 23 - Accounting for Investments in Associates' in Consolidated Financial Statements. These equity shares have been classified under the Fair Value Through Profit or Loss (FVTPL) - Non HFT category and the carrying value of these investments is R 1.

8.2 The Bank holds 100% stake in RBL Finserve Limited, and thus the company is a 'Wholly Owned Subsidiary' (WOS) of the Bank. The investment in the WOS is classified in Held to Maturity (HTM) category, in accordance with the RBI guidelines.

c) During the previous year, the Bank has adopted the revised framework as detailed in the RBI Master Direction on Classification, Valuation and Operation of Investment Portfolio issued on September 12, 2023. Accordingly, as prescribed under the transition provisions of the aforesaid framework, the Bank has created general reserves of R 75.58 crore (net of tax) which is included in the Revenue and Other Reserve, resulting in an increase in the networth of the Bank, on account of:

a. reversal of the balance in provision for depreciation on investments as at March 31, 2024; and

b. adjustment to the Revenue and Other Reserve as on April 1,2024, being the difference between the carrying value of its investment portfolio as per the revised framework and the previous carrying value as at March 31,2024, including for adjustment due to amortization of discount on securities classified under the Held to Maturity category.

Further, in compliance with the above-mentioned RBI Master Direction, the valuation gains and losses at the year ended March 31,2025, as across all performing investments (irrespective of classification), held under Available for Sale ("AFS”) is aggregated and the net gain / loss has been directly credited / debited respectively to a reserve named "AFS Reserve”. The securities held in Fair Value through Profit and Loss ("FVTPL”) (including Held for Trading) is fair valued at the year ended March 31, 2025 and the revaluation gain / loss arising on such valuation has been credited / debited respectively to the Profit and Loss Account.

h) During the current and previous year, the Bank has not reclassified any of its investments from one category to another category, in terms of Reserve Bank of India (Commercial Banks - Classification, Valuation and Operation of Investment Portfolio) Directions, 2025.

8.4 Repo / Reverse Repo Transactions:

During the current year, the Bank has undertaken Repo / Reverse Repo transactions including Repo/ Reverse Repo transactions under Standing Deposit Facility (SDF) with RBI. Outstanding lending under Reverse Repo deals with RBI under SDF as at March 31, 2026 stood at R 10,523.00 crore (previous year: R 7,208.00 crore). Outstanding borrowing under Repo deals with RBI under LAF / MSF as at March 31,2026 stood at Nil (previous year: Nil).

9.5 Risk Exposure in Derivatives:

Qualitative disclosures:

Derivatives are financial instruments whose attributes are based on underlying assets, interest rates, exchange rates, or indices. The Bank engages in interest rate and foreign exchange (FX) derivatives for purposes including balance sheet management, proprietary trading, and market making. Through offering derivative products to clients, the Bank enables them to effectively hedge various risks.

Proprietary traders manage trading positions within established risk parameters, operating in fixed income, equity, and forex markets. The Bank executes transactions in derivative products such as FX options, currency swaps, interest rate swaps, foreign currency interest rate swaps, and long-term foreign exchange contracts (LTFX), assisting customers in mitigating market risk. Additionally, the Bank conducts derivative transactions to hedge its own balance sheet assets and liabilities.

Such transactions subject the Bank to multiple risks, including credit, market, and operational risk. To address these exposures, the Bank has implemented a structured mechanism for managing risks associated with derivative transactions.

a) The structure and organization for management of risk in derivatives trading.

The Bank maintains distinct Treasury Front Office, Treasury Middle Office, Treasury Back Office, and Market Risk functions. The Treasury Front Office originates derivative transactions in accordance with RBI guidelines and the Bank's derivatives policy. The Treasury Middle Office and Market Risk teams are responsible for identifying, measuring, monitoring, and analyzing risks associated with derivatives. The Treasury Back Office manages confirmations, settlements, documentation, and accounting processes. All Treasury operations are subject to concurrent audit.

b) The scope and nature of risk measurement, risk reporting and risk monitoring systems.

Derivative transactions are managed in accordance with the Bank's Derivative Policy, Credit Policy, Market Risk Policy, Liquidity Risk Management Policy, Asset-Liability Management (ALM) Policy, and Client Suitability and Appropriateness Policy, as well as applicable RBI regulations.

The Bank establishes comprehensive risk limits that reflect market volatility, strategic objectives, and management expertise. The risks associated with the derivatives portfolio are measured and monitored by employing metrics such as Value at Risk (VaR), stop-loss limits, PV01, and other relevant indicators. All exposures are reviewed daily against these prescribed limits, and any breaches are promptly reported to senior management or the Asset and Liability Committee (ALCO) for corrective action or ratification.

Similarly, all counterparty exposures are tracked daily against established credit limits, with any exceptions escalated to senior management or ALCO for timely resolution or approval.

c) Accounting policy for recording hedge and non-hedge transactions, recognition of income, premiums and discounts, valuation of outstanding contracts.

The Bank operates under a Board-approved FX and Derivative Policy that governs the use of derivatives for hedging purposes. The Bank engages in derivative transactions for both market making/trading and hedging activities, with trading and hedging transactions recorded separately. For hedge transactions, the Bank designates the underlying asset or liability at the inception of the hedge and assesses effectiveness both at inception and periodically thereafter. Trading positions are marked to market daily, with resulting gains or losses recognized in the Profit and Loss Account. Receivables and payables arising from marking contracts to market are reported under 'Other Assets' and 'Other Liabilities' in the Balance Sheet.

Forward contracts entered into for purposes other than trading - to determine the amount of reporting currency required or available at the settlement date of a transaction - are accounted for in accordance with Accounting Standard (AS) 11, The Effects of Changes in Foreign Exchange Rates. Any premium or discount at the inception of such contracts is amortised over the tenure of the contract and recognised in the Profit and Loss Account as income or expense.

The Bank adheres to the option premium accounting framework outlined by FEDAI guidelines. Premiums on option transactions are recognized as income or expense upon expiry or unwinding of the transaction, while mark-to-market

gains or losses are recorded under 'Other Income'. Amounts received or paid on cancellation of option contracts are recognized as realized gains or losses on options.

Charges receivable or payable upon cancellation or termination of foreign exchange forward contracts and swaps are recognized as income or expense on the date of cancellation or termination under 'Other Income'. In accordance with RBI guidelines, any receivables (crystallized receivables and positive MTM) under forex and derivatives contracts remaining overdue for more than 90 days are reversed through the Profit and Loss Account and maintained in a separate Suspense account.

d) Counterparty Credit Risk Mitigation

The credit risk associated with customer derivative transactions is addressed through a comprehensive policy governing the sanction of Loan Equivalent Risk (LER) limits. This includes established mechanisms for the ongoing monitoring of LER limits, as well as defined trigger events that prompt escalation, margin calls, or potential termination of transactions.

The Bank assesses counterparty risk by employing the current exposure method, as prescribed by the Reserve Bank of India (RBI). Counterparty limits are sanctioned in accordance with the Bank's Credit Policies. Depending on specific circumstances, terms of approval may require clients to provide upfront collateral or additional collateral if the mark to market (MTM) value surpasses predetermined thresholds. Furthermore, the Bank reserves the right to terminate transactions as a risk mitigation measure should clients fail to comply with agreed-upon terms.

Collateral requirements for derivative transactions are established through the standard credit appraisal process and are explicitly outlined in the credit sanction terms for each transaction.

11.2 Divergence in Asset Classification and Provisioning for NPAs

According to RBI guidelines, banks must disclose divergences in asset classification and provisioning arising from RBI's annual supervisory process in the notes to accounts to the financial statements. Such disclosure is mandated if either or both of the following criteria are met:

(a) the additional provisioning for NPAs assessed by RBI exceeds 5% of the reported profit before provisions and contingencies for the reference period and

(b) the additional Gross NPAs identified by RBI exceed 5% of the published incremental Gross NPAs for the reference period.

Based on these parameters, no disclosure regarding divergence in asset classification and provisioning for NPAs is required pursuant to the RBI's annual supervisory process for the financial year ended March 31,2025 and March 31, 2024 respectively.

11.11 In the current financial year, there were no accounts for which a Resolution Plan (excluding changes in ownership) was implemented under 'Reserve Bank of India (Commercial Banks - Resolution of Stressed Assets) Directions, 2025 dated November 28, 2025 - 'Chapter V - Prudential Norms Applicable to Restructuring'

In the previous year, a Resolution Plan (excluding changes in ownership) was implemented for one borrower entity with an aggregate exposure of R 35.01 crore, as per the applicable Prudential Norms for Restructuring. The Resolution Plan for the said borrower involved Regularizations of Dues.

11.12 For the current and previous financial year ended March 31, 2026, and March 31, 2025, respectively, there were no accounts where Resolution Plan (RP) involving change in ownership was implemented under 'Reserve Bank of India (Commercial Banks - Resolution of Stressed Assets) Directions, 2025 dated November 28, 2025 - 'Chapter V - Prudential Norms Applicable to Restructuring' or under Insolvency and Bankruptcy Code, 2016 (IBC).

11.13 For the current and previous financial year ended March 31, 2026, and March 31, 2025, respectively, there were no accounts where the Bank has acquired equity shares in terms of Resolution Plan (RP) implemented under 'Reserve Bank of India (Commercial Banks - Resolution of Stressed Assets) Directions, 2025 dated November 28, 2025 - 'Chapter V - Prudential Norms Applicable to Restructuring' or under Insolvency and Bankruptcy Code, 2016 (IBC).

11.14 During the year ended March 31, 2026, the RBI has issued directions with regard to Non-Fund Based (NFB) Credit Facilities (Master Direction in Commercial Banks - Credit Facilities, 2025) which shall come into force for the Bank from April 1, 2026. Accordingly, the NFB Credit Facilities disclosure is not applicable for FY 2025-26.

11.15 During the year ended March 31, 2026, the RBI has issued directions with regard to circular (Master Direction in Commercial Banks - Credit Facilities, 2025), which shall come into force for the Bank from April 1, 2026. Accordingly, the Loan against gold and silver collateral disclosure is not applicable for FY 2025-26.

11.16 During the year ended March 31,2026, the RBI has issued "Commercial Banks - Credit Risk Management, Amendment Directions 2026” which shall come into force for the Bank from April 1, 2026. Accordingly, the disclosure on exposures to Related Parties is not applicable for FY 2025-26.

12. Business and Geographical Segment Reporting i) Business Segments

The Reserve Bank of India in it's Master Direction on Financial Statements - Presentation and Disclosures has stipulated specified business segments and their definitions, for the purpose of public disclosures for banks in India which includes:

• Corporate/Wholesale Banking: Includes lending, deposits and other banking services provided to corporate customers of the Bank.

• Retail Banking: Includes lending, deposits, credit cards and other banking services provided to retail customers of the Bank through branch network or other approved delivery channels. In terms of RBI Master Direction on Financial Statements -Presentation and Disclosures, the Bank has disclosed the Digital Banking Segment as a sub-segment within the existing 'Retail Banking Segment'.

• Treasury: includes investments, all financial markets activities undertaken on behalf of the Bank's customers, proprietary trading, bullion business, maintenance of reserve requirements and resource mobilization from other banks and financial Institutions. Intersegment earnings of Balance Sheet management function are included in the Treasury segment.

• Other Banking Operations: Includes para banking activities like Bancassurance, etc.

Segment revenues include earnings from external customers and earnings from other segments on account of funds transferred at negotiated rates, which are determined by the management. Segment results includes segment revenues as reduced by interest expense, charge from other segments on account of funds transferred at internal Fund Transfer Pricing (FTP) rates and operating expenses and provisions either directly identified or allocated to each segment.

• 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 the same is included in Corporate and wholesale Banking segment.

• Income, expenses, assets, liabilities, depreciation for the year and Capital expenditure for the year have been either specifically identified to individual segment or allocated to segments on a reasonable basis or are classified as unallocated.

• Unallocated items include Property, Plant & Equipment, realized gains/losses on their sale, income tax expense, deferred income tax assets/liabilities, advance tax, cash in hand, share capital and reserves.

• The Bank do not have any Digital Banking Units (DBUs) as mentioned in the RBI Master Direction on Financial Statements - Presentation and Disclosures. The disclosure in respect to sub-segment DBU within the Retail Banking Segment is hence nil for the current and previous financial year.

Geographical Segments

The Bank reports its operations under the following geographical segments.

Domestic operations comprise branches in India.

Foreign operations comprise business conducted through IFSC Banking Unit (IBU) of the Bank situated in GIFT City, Gujarat.

The following table sets forth the geographical segment results:

1) For the purpose of disclosing the maturity pattern, loans and advances that have been subject to risk participation vide Inter-Bank Participation Certificates ('IBPCs') have been classified in the maturity bucket corresponding to the contractual maturities of such IBPC.

2) Classification of assets and liabilities under the different maturity buckets for both current and previous financial years is based on the same estimates and assumptions as used by the Bank for compiling the return submitted to the RBI, which is also relied on by the auditors. Maturity profile of assets and liabilities excludes off balance sheet items.

3) Term deposits are bucketed based on behavioral maturity profile developed on behavioral studies of premature withdrawal and rollover (Definition of retail term deposits and bulk deposits is as applicable for period as per RBI).

4) Bucketing of inflows arising from overdue term loans is carried out in accordance with the Bank's approved ALM and Liquidity Policy.

25. Penalties imposed by RBI

During the current year, RBI has imposed a total penalty of R 11,850. This amount comprises a R 10,000 penalty for the nonexchange of a mutilated note during an Incognito visit to the RBL Bank branch and R 1,850 across three instances related to short notes detected in the CVPS.

In the previous year, the RBI levied penalties totalling R 6,151,150. This included a penalty of R 6,140,000 pursuant to Sections 35, 35A, 46, and 47A of the Banking Regulation Act, 1949 ('Act'), for non-compliance with specific provisions of RBI-issued directions. Additionally, penalties of R 8,300 were issued for discrepancies detected in CVPS, and R 2,850 for shortages observed in soiled notes, discrepancies identified during the processing of soiled note remittances, and shortages at Currency Chest remittances (two instances).

36. Disclosure on Remuneration

Qualitative Disclosures

A. Information relating to the composition and mandate of the Nomination and Remuneration Committee (NRC).

The constitution of the Nomination and Remuneration Committee of the Bank is in accordance with the provisions of the Companies Act, 2013 ('the Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), guidelines/circulars/notifications issued by Reserve Bank of India.

The list of members of the committee is given below

1. Mr. Manjeev Singh Puri - Committee Chairperson - (Non-executive Independent Director)

2. Mr. Chandan Sinha - Member (Part time Chairman & Non-executive Independent Director)

3. Ms. Veena Mankar (Non-executive Director)

4. Mr. Gopal Jain (Non-executive Director)

5. Mr. Murali Ramakrishnan (Non-executive Independent Director)

6. Dr. Sivakumar Gopalan (Non-executive Independent Director)

Role of NRC include the following:

i) formulation of criteria in accordance with applicable regulatory requirements for determining qualifications, positive attributes and independence of a Director, as applicable, and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

ii) identifying persons who are qualified to become Directors in accordance with the criteria laid down, determining the 'Fit and Proper' status of the Directors based on their 'Fit and Proper' declarations in line with the requirement of RBI and recommending to the Board their appointment/re-appointment and removal;

iii) formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

iv) devising a policy on diversity of Board of Directors;

v) to decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;

vi) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

vii) evaluate and approve key HR policies of the Bank;

viii) Administration and Superintendence of the Employee Stock Option Scheme and deciding on grant of stock options to employees of Bank and its subsidiary;

ix) to oversee the framing, review and implementation of compensation policy of our Bank on behalf of our Board;

x) to work in close co-ordination with the Risk Management Committee of our Bank, in order to achieve effective alignment between remuneration and risks;

xi) to ensure that the cost/income ratio of our Bank supports the remuneration package consistent with maintenance of sound capital adequacy ratio;

xii) appoint/discontinue trustees on the board of trustees of 'RBL Bank Limited Employees Provident Fund, 'RBL Bank Limited Employees Gratuity Fund' and 'RBL Bank Limited Employees Pension Fund' and to approve operational changes in the related trust deeds and/or decide on related matters;

xiii) to decide on granting of mandate to the Indian Bank Association for negotiating industry level wage settlements for workmen employee;

xiv) specify manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review the implementation and compliance.

xv) recommend to the Board, all remuneration, payable to senior management.

xvi) carry out any other functions as mandated by the Board or as prescribed under SEBI regulations, Companies Act, 2013, RBI circulars and any other applicable laws as issued/amended from time to time.

• Description of the scope of Bank's remuneration policy, type of employees covered and number of such employees:

The Bank has a Remuneration Policy based on the concept of CTC (Cost to Company). The Bank's Remuneration Policy is applicable to all full-time & permanent CTC category employees of the Bank, across regions and business lines. The policy is not applicable to employees under the purview of Indian Banks' Association (IBA). As on March 31, 2026, 12,950 employees are covered under the policy.

B. Information relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy.

Bank's remuneration policy is designed and aimed at attracting & retaining best possible / available talent that it requires to effectively grow the business and become 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.

The remuneration is divided into following components:

Fixed Pay & Perquisites:

Employees covered by the Indian Banking Association's (IBA) employment and compensation rules receive remuneration according to industry-wide bipartite wage settlement agreements negotiated with employee unions. These regulations establish basic salary, allowances, and certain retirement benefits that are uniformly applicable to all employees under the IBA scale.

For employees compensated under the 'Cost to Company' (CTC) framework—namely, those not governed by the IBA scale—the CTC denotes the Bank's total direct and fixed expenditure across all components of compensation, including contributions to retirement benefits. The CTC package encompasses Basic Salary, House Rent Allowance, Personal or Special Allowances, Car Benefits, Leave Travel Assistance, Reimbursements, Retiral Benefits, and other relevant elements.

Variable Pay

Share Linked Instruments

In order to align the interests of the Bank, its senior management, shareholders, and employees, the Bank endeavours to foster long term ownership and commitment among senior officers. This initiative also seeks to recognise and suitably compensate key employees for the intellectual capital, domain expertise, product and market knowledge, and business relationships they bring to the organisation. Accordingly, the Bank has formulated an Employee Stock Option Programme (ESOP) and grants Joining ESOPs based on factors such as the individual's role within the Bank, domain knowledge, experience, current capability, future potential, and overall expertise.

Further, to reward sustained performance and recognise employee contributions, the Bank has instituted a Performance Employee Stock Option Programme (PESOP). PESOPs are granted based on periodic evaluations of individual performance, the performance of the relevant business unit, and the overall performance of the Bank during the review period. These programmes are designed and implemented to effectively align individual objectives with the long term goals of the Bank.

These stock option programs are administered by the NRC.

Variable Pay - Cash (VPC):

Variable Pay - Cash is paid as a percentage of CTC as defined under the Bank' Remuneration Policy.

Employees who are covered under monthly / quarterly incentives plans are not eligible for annual Variable Pay - Cash for the period during which such incentive arrangements are applicable.

In accordance with the RBI guidelines, Variable Pay - Cash will be paid in a staggered manner based on the quantum of such variable pay. The payout schedule, including the timing and proportion of deferred payments, is detailed in the relevant sections of the Compensation Policy applicable to different categories of employees. However, where the total Variable Pay - Cash is below R 0.25 crore, deferral requirements are not applicable.

During the FY 2025-26, no changes were made to the Bank' remuneration policy.

The Remuneration policy of the Bank separately defines the remuneration applicable to Risk and Compliance staff. The policy is fully aligned with the Reserve Bank of India (Commercial Banks - Governance) Directions, 2025 dated November 28, 2025 and stipulates that staff engaged in financial and risk control, including internal audit, are to be compensated in a manner that is independent of the business areas they oversee and commensurate with the criticality of their roles within the Bank. The functions covered under the guidelines for Risk Management & Compliance Staff includes Audit, Operations, Compliance, Finance, Risk and Vigilance.

C. Description of the ways in which current and future risks are taken into account in the remuneration processes. It should include the nature and type of the key measures used to take account of these risks.

For the Whole Time Directors (WTDs) / Chief Executive Officers (CEOs) / Material Risk Takers (MRTs):

a) Compensation is adjusted for all types of risk

b) Compensation outcomes are symmetric with risk outcomes

c) Compensation pay-outs are sensitive to the time horizon of the risk and

d) Mix of cash, equity and other forms of compensation is consistent with risk alignment

The Bank will employ measures encompassing credit, market, liquidity, and various other risk types to facilitate risk adjustment. This approach integrates both quantitative and qualitative assessments and fully adheres to all statutory requirements.

The variable compensation will be subject to malus/clawback arrangements in the event of subdued or negative financial performance of the Bank and/or the relevant line of business in any year.

The Bank shall adopt modalities to incorporate malus/ clawback mechanism in respect of variable pay to address misconduct, risk and relevant statutory and regulatory stipulations, as applicable.

The basis for arriving at the representative set of situations to invoke the malus and clawback clauses applicable on entire variable pay are Misconduct, assessed divergence in performance, working against the interest of the Bank.

D. Description of the ways in which the Bank seeks to link performance during a performance measurement period with levels of remuneration.

The Performance Management process includes employees setting performance goals at the beginning of the fiscal year that are aligned to five themes namely, Shareholder Value as the Focus, Customer at the Heart, Employee as the Pillar and Community as the Cause and Risk Compliance. Employees are appraised and evaluated against these set of goals at the end of the review period. Employee performance and competence assessment are both considered for determining the performance rating. This has a direct correlation with the increments and variable pay to be awarded to the employee for the period of assessment.

E. A discussion of the bank's policy on deferral and vesting of variable remuneration and a discussion of the bank's policy and criteria for adjusting deferred remuneration before vesting and after vesting.

The variable pay will be in the form of share-linked instruments, or a mix of cash (referred as variable pay - cash or VPC) and share-linked instruments.

The Bank has defined composition, limit, deferral and period of deferral arrangement for Variable Pay. It has also laid down guidelines on vesting, inclusion of share linked instruments as a part of variable pay and malus/ clawback norms.

As per the RBI guidelines, Variable Pay - Cash will be paid in a staggered manner based on the quantum of Variable Pay -Cash. The schedule (timing and quantum) of payout of Variable Pay - Cash is described in the Compensation policy of the Bank.

• For WTDs and MRTs, a minimum of 60% of the total variable pay will be under deferral arrangements. Further, if Variable Pay - Cash is being paid as a part of variable pay, at least 50% of Variable Pay - Cash will also be deferred. However, in cases where Variable Pay - Cash is under R 0.25 crore, deferral requirements would not be necessary

• For Risk Control & Compliance Staff and other category employees, Deferral will be applicable in case where Variable Pay - Cash is more than 40% of fixed pay and if it is greater than or equal to r 0.25 crore.

For variable pay in the form of share-linked instruments, i.e., ESOPs, deferred remuneration will either vest fully at the end of the deferral period or be spread out over the course of the deferral period. The first such vesting shall not be one year before the commencement of the deferral period. The vesting shall not be faster than on a pro rata basis. Additionally, vesting shall not take place more frequently than on a yearly basis to ensure a proper assessment of risks before the application of ex post adjustments.

Period of deferment and vesting for share-linked instruments i.e., ESOP will be as per the schedule specified in the ESOP scheme.

F. Description of the different forms of variable remuneration (i.e., cash and types of share-linked instruments) that the

Bank utilizes and the rationale for using these different forms.

Various forms of variable remuneration used by the Bank are:

Variable Pay - Cash (VPC): VPC provides cash bonus in short to medium term to employees. The Bank utilizes VPC to reward superior performance.

Employee stock option (ESOP) plan: Employee stock option plan is a long-term remuneration benefit. ESOP is equity settled through which the employees will receive one equity share per option after vesting/ exercise. The stock options granted to employees vest over a period of three / four years, generally. Apart from rewarding for superior performance, ESOP is also used as a reward to align employee interests with the Bank, create long term ownership and commitment.

37. Contingent Liabilities

Description of nature of contingent liabilities is set out below:

i) Claims against the Bank not acknowledged as debts:

These represent claims filed against the Bank in the normal course of business relating to various legal cases currently in progress.

ii) Liability for partly paid investments:

These represent contingent liability on account of possible claims for uncalled amount by the issuer of the securities held by the Bank.

iii) Liability on account of forward exchange and interest rate contracts:

The Bank engages in foreign exchange contracts, currency options, forward rate agreements, currency swaps with interbank participants both for its own account and on behalf of its clients. Forward exchange contracts represent obligations to purchase or sell foreign currencies at a predetermined future date and rate. Currency swaps involve commitments to exchange cash flows in the form of interest or principal in one currency for another, according to specified rates. Interest rate swaps entail the exchange of fixed and floating interest rate cash flows. The amounts disclosed as contingent liabilities relating to these contracts reflect the notional values of the underlying agreements.

iv) Guarantees given on behalf of Constituents:

As a part of its corporate banking activities, the Bank issues documentary credit and guarantees on behalf of its customers. Documentary credits such as letters of credit enhance the credit standing of the customer of the Bank, by providing assurance of payment to the beneficiary on submission of credit compliant documents. Guarantees generally represent irrevocable assurances that the Bank will make the payment in the event of the customer failing to fulfill its financial or performance obligations.

v) Acceptances, endorsements and other obligations:

These include documentary credit issued by the Bank on behalf of its customers and bills drawn by the Bank's customers that are accepted or endorsed by the Bank.

vi) Other contingent items:

a. Commitments for settlement date accounting for securities transactions;

b. Demands raised by income tax and other statutory authorities and disputed by the Bank.

c. Amount transferred to RBI under the Depositor Education and Awareness Fund (DEAF).

The Provident Fund, comprising of Employees' as well as Employer contribution, is administered by an independent Trust. The Bank is currently in dispute with the Provident Fund authorities regarding applicability of the Employees Provident Funds and Miscellaneous Provisions Act, 1952 (the 'Act'). The matter is pending with Central Government Industrial Tribunal, Mumbai ('CGIT') for further adjudication.

Any potential / likely impact on the financial statements, in view of the above will be ascertained, on the decision of the Central Government Industrial Tribunal, Mumbai and on clarification from the Provident Fund authorities / courts, if any.

Refer Schedule 12 for amounts relating to contingent liabilities.

38. The Bank has not issued any Letters of comfort during the year (previous year - Nil)

39. Liquidity Coverage Ratio (LCR)

Qualitative disclosure around LCR

The Liquidity Coverage Ratio (LCR) is a globally accepted minimum standard designed to measure and promote the short-term resilience of banks to potential liquidity stress. The LCR ensures that a bank maintains an adequate level of High Quality Liquid Assets (HQLAs) that can be readily converted into cash to meet its liquidity needs during a 30-day period of significant stress. The LCR is calculated as the ratio of the Bank's stock of HQLAs to its total net cash outflows over the next 30 calendar days under prescribed stress scenarios.

The Board of Directors has overall responsibility for the Bank's liquidity risk management framework. The Board determines the Bank's liquidity risk appetite and approves the related strategies, policies, and procedures to ensure effective management of liquidity risk.

The Board has constituted a Risk Management Committee (RMC) comprising the Managing Director & Chief Executive Officer (MD & CEO) / Chairman and other Board members. The RMC is responsible for overseeing the Bank's overall risk profile, including liquidity risk, and for evaluating the interaction of liquidity risk with other risks such as credit, market, and operational risks.

At the executive level, the Asset Liability Management Committee (ALCO) is responsible for implementing the liquidity risk management strategy approved by the Board and for ensuring adherence to the prescribed risk limits. ALCO monitors the Bank's liquidity position on an ongoing basis and takes corrective actions where necessary.

The Asset Liability Management (ALM) team, operating within the Treasury function, is responsible for day-to-day and intra-day liquidity management, including cash flow monitoring, compliance with regulatory metrics such as LCR, and management of HQLA portfolios.

ALCO also provides strategic direction to various business segments to achieve an optimal asset-liability mix, ensuring a balance between the Bank's profitability objectives and liquidity requirements, while maintaining a robust and sustainable liquidity profile.

For the purpose of Liquidity Coverage Ratio (LCR), High Quality Liquid Assets (HQLAs) are classified into Level 1 and Level 2 HQLAs in accordance with the Reserve Bank of India (RBI) guidelines.

Level 1 HQLAs primarily comprise cash balances, excess Cash Reserve Ratio (CRR) balances, Government securities held in excess of Statutory Liquidity Ratio (SLR) requirements, Marginal Standing Facility (MSF) (currently permissible up to 2% of Net Demand and Time Liabilities), and the Facility to Avail Liquidity for Liquidity Coverage Ratio (FALLCR), as permitted under prudential guidelines (currently up to 16%). These assets are included in the LCR without application of haircuts, subject to regulatory limits.

Level 2 HQLAs comprise investments in highly rated non-financial corporate bonds, debentures, and commercial papers issued by non-financial institutions. These assets are included in the LCR computation after applying the prescribed regulatory haircuts, in accordance with RBI guidelines.

Cash outflows are computed by applying the prescribed run-off factors to contractual outflows arising from various categories of liabilities. Cash inflows are computed by applying the prescribed inflow factors and caps to contractual inflows. In addition, potential outflows arising from contingent liabilities, including letters of credit (LCs), bank guarantees (BGs), and undrawn commitments (both fund-based and non-fund-based), are included based on the prescribed run-off factors.

The impact of the Bank's derivative portfolio has been considered in the LCR computation as per RBI guidelines and does not have a material impact on the Bank's liquidity position. The Bank does not provide clearing or custodial services that qualify for operational deposits under the extant guidelines and, accordingly, operational deposits are not applicable.

The Bank computes the LCR on a daily basis in accordance with RBI guidelines. For disclosure purposes, the LCR is reported as the simple average of daily observations during the relevant quarter. The Bank has considered all material inflows and outflows that could arise under a liquidity stress scenario for the purpose of LCR computation.

53. The Bank has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Bank reviewed and recorded adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) in the books of account and disclosed the same under the relevant notes in the financial statements.

54. During the current and previous year, other than the transactions undertaken in the normal course of banking business and in accordance with extant regulatory guidelines and Bank's internal policies, as applicable:

• the Bank has not granted any advance/loans or investments or provided guarantee or security or the like to any other person(s) or entities with an understanding, whether recorded in writing or otherwise, to further lend/invest/provide guarantee or security or the like to any other person on behalf of the Bank.

• the Bank has not received any funds from any person(s) or entities with an understanding, whether recorded in writing or otherwise, that the Bank shall further lend or invest or provide guarantee; or security or the like in any other person on behalf of and identified by such person(s)/entities.

55. Investor Education and Protection Fund

The unclaimed dividend amount, due for transfer to the Investor Education and Protection Fund (IEPF) during the current and previous year, has been transferred without any delay.

56. As on March 31,2026, exposures under factoring stood at R 754.62 crore (previous year R 760.00 crore).

57. Implementation of IFRS converged Indian Accounting Standards (Ind AS)

The Institute of Chartered Accountants of India (ICAI) has issued a revised set of accounting standards, Indian Accounting Standards (Ind AS) which largely converges the existing Accounting Standards (AS) as issued by ICAI and further notified by Ministry of Corporate Affairs (MCA) with global accounting standards, named, International Financial Reporting Standards (IFRS). The Ministry of Corporate Affairs (MCA), Government of India notified the Companies (Indian Accounting Standards (Ind AS)) Rules, 2015 on February 16, 2015 for adoption and outlining the roadmap for implementation of Ind AS for banking companies. The Reserve Bank of India (RBI) vide its latest circular on Ind AS implementation dated March 22, 2019 has further deferred the implementation of Ind AS for scheduled commercial banks till further notice.

To facilitate the transition, the Bank has constituted a Steering Committee responsible for overseeing Ind AS implementation. This Committee monitors progress and offers guidance on key matters such as technology, personnel, business impact, and project management. Updates on Pro-forma Ind AS financials are presented to the Audit Committee on a half yearly basis. The Bank has submitted Pro-forma Ind AS financial statements to RBI for the periods as required by RBI.

58. Figures for the previous year have been regrouped / reclassified wherever necessary to conform to current years' presentation.


 
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