As on: Sep 03, 2026 12:59 AM
Dear Members,
Your Directors have the pleasure of presenting the 102 nd Annual Report of the Bank together with the Audited Statement of Accounts for the financial year ended March 31, 2026, and the Auditors' Report thereon. The highlights of the operational performance are as under:
OPERATIONAL PERFORMANCE
H in crore
Note: The figures mentioned above are on a standalone basis. The consolidated financial statements are furnished separately as part of this report.
BUSINESS OVERVIEW
As on March 31, 2026, the Aggregate Business (Gross) of the Bank has reached H1,92,118.67 crore with a YoY growth of 5.12%. During FY 26, the Bank registered net profit of H1,310.50 crore with YoY growth of 3.00%. The deposits and Gross advances grew by 3.79% and 6.90% YoY, respectively. As of March 31, 2026, the CD ratio was 76.61%. The Bank has maintained the share of CASA at 33.61%. The asset quality has improved with a 30 bps and 33 bps reduction, respectively, under Gross NPAs and Net NPAs. As on March 31, 2026, Provision Coverage Ratio (PCR) was 83.54%. CRAR was at 20.07%. Overall, the financial year 2025-26 was yet another year of satisfactory performance, witnessing further strengthening of the fundamentals of the Bank.
DEPOSITS AND CASA
The total deposits grew by 3.79% during the FY under review, with CASA at 33.61% of total deposits. The CASA deposits grew by 9.85% YoY.
ADVANCES
The advances grew by 6.90% YoY. The lending profile was well balanced, with the share of retail advances at 50.88% & mid corporate advances at 19.08% and Large corporate advances at 30.04% of the loan book.
The priority sector advances increased from H37,569.19 crore to H44,475.24 crore, forming 51.72% of applicable Adjusted Net Bank Credit (ANBC), and agricultural advances increased from H 16,614.37 crore to H19,822.09 crore, which, together with eligible deposits under the Rural Infrastructure Development Fund (RIDF), constituted 23.05% of ANBC during Q4FY26. The Bank also focuses on lending under various socio-economic schemes, weaker section schemes, MSMEs, etc.
ASSET QUALITY AND PROVISION COVERAGE RATIO (PCR)
The Bank has been focusing on improving the asset quality through better credit appraisal and effective monitoring, as well as intensified recovery efforts. In terms of absolute numbers, the GNPAs decreased to H2,320.93 crore as on March 31, 2026, from H2,402.08 crore as on March 31, 2025. The percentage of Gross NPAs reduced from 3.08% as on March 31, 2025, to 2.78% as on March 31, 2026.
The amount of Net NPAs (NNPAs) reduced to H803.22 crore (0.98%) as on March 31, 2026, as against H1,004.55 crore (1.31%) and during the period, the percentage of NNPAs substantially improved to 0.98% as against 1.31% last year. The Provision Coverage Ratio (PCR) stood at 83.54% on March 31, 2026.
INVESTMENTS
The total investments increased by 8.98% and the ID ratio stood at 24.58% as on March 31, 2026, as against 23.41% on March 31, 2025.
OPERATIONAL METRICS
The gross income of the Bank for the year ended March 31, 2026, stood at H10,320.72 crore compared to H10,283.12 crore last year, recording a YoY growth of 0.37%.
The total expenditure (excluding provisions and contingencies) decreased by 1.30% to H8,346.55 crore for the year ended March 31, 2026, as against H8,456.08 crore for the last financial year. The cost-to-income ratio decreased by 377 bps to 56.34%.
During FY 2025-26, Net Interest Income (NII) declined to 5.79% over the previous year, while Net Interest Margin (NIM) moderated to 2.88% from 3.19%. This was mainly due to the decline in yield on advances following repricing of external benchmark-linked loans, which led to compression in spreads despite a reduction in the cost of deposits.
The operating profit increased by 8.05% to H1,974.17 crore for FY 2025-26 from H1,827.04 crore. The provisions (other than tax) and contingencies for FY 2025-26 were H316.07 crore vis-à-vis H186.44 crore for the previous year, owing to increased provisioning towards NPA in order to improve the Provision Coverage Ratio (excluding technically written-off accounts), which improved from 58.18% to 65.39%.
The net profit reached to H1,310.50 crore from H1,272.37 crore during the previous year, an increase of 3.00%.
APPROPRIATIONS
The net profit of H1,310.50 crore, along with a sum of H189.50 crore brought forward from the previous year, aggregating to H1,500 crore, has been appropriated as under:
DIVIDEND
Having regard to the overall performance of the Bank, the Board of Directors has recommended a dividend of H5.00/- per share (50%) for the year ended March 31, 2026 (previous year H5.00/- per share (50%). The dividend payout ratio for the year works out to 14.43% as against 14.84% for the previous year. In accordance with Accounting Standard (AS)4–Contingencies & Events occurring after the balance sheet date, the proposed dividend amounting to H189.09 crores (Previous year H188.97 crores) has not been shown as an appropriation from the Profit for the year ended March 31, 2026, in line with the Dividend Distribution Policy of the Bank and directions from the Reserve Bank of India for the payment of dividend.
EARNINGS PER SHARE (EPS) AND BOOK VALUE
The Earnings Per Share stood at H34.66 (basic) and H34.60 (diluted) for the year ended March 31, 2026. This was H33.69 (basic) and H33.61 (diluted) during the previous year. The Book Value per share has further improved to H349.69 as on March 31, 2026, as against H319.77 during the last year.
CAPITAL FUNDS AND CAPITAL ADEQUACY RATIO (CRAR)
The capital funds of the Bank increased from H12,219 crore to H13,383.02 crore. The Capital to Risk- Weighted Assets (CRAR) Ratio improved to a high of 20.07% as on March 31, 2026, as against the previous year's 19.85%. The Bank has consistently maintained the CRAR ratio well above the minimum requirement of 11.50%, including the Capital Conservation Buffer of 2.50% stipulated by the Reserve Bank of India and the internal policy of the Bank of maintaining the CRAR 1.50% over and above the regulatory requirement.
EQUITY CAPITAL BASE
As on March 31, 2026, the paid-up capital of your Bank stood at H 3,78,18,15,620.00 comprising 37,81,81,562 equity shares of H10/- each. During the year, 1,71,066 equity shares of H 10/- each were allotted to option grantees upon exercise of stock options under KBL Employees Stock Options Scheme 2018 and 73,834 equity shares of H10/- each were allotted to option grantees upon exercise of stock options under Karnataka Bank Employees Stock Options Scheme, 2023.
CHANGE IN CAPITAL BASE AFTER THE CLOSE OF THE FINANCIAL YEAR
After the close of the Financial Year 73,665 equity shares of H10/- each were allotted to option grantees upon exercise of stock options under KBL Employees Stock Options Scheme 2018 and 85,977 equity shares of H10/- each were allotted to option grantees upon exercise of stock options under Karnataka Bank Employees Stock Options Scheme, 2023.
LISTING
The Equity Shares of the Bank continue to remain listed on BSE Limited and the National Stock Exchange of India Limited.
DEBT INSTRUMENTS & CREDIT RATING
The Bank has issued subordinated debt instruments (i.e., Unsecured Non-Convertible Subordinated BASEL III Debt Instruments) as a part of Tier-2 Capital on a private placement basis. These bonds are listed on the debt segment of the National Stock Exchange of India Limited (NSE). The details of the debt instruments outstanding as on March 31, 2026, are as under:
Your Bank has paid interest on this debt instrument on time since the issue of the debt instrument as per the terms of the issue.
BUSINESS SOLUTIONS GROUP JOURNEY – 'KBL VIKAAS 3.0'
The Bank's aspirational transformation journey, 'KBL VIKAAS' was launched in the year 2017 and has successfully completed eight impactful years. Building on this strong foundation, the initiative has evolved into 'KBL VIKAAS 3.0', reflecting a renewed focus on innovation, agility, and customer-centricity. In line with the Bank's vision to emerge as a 'Digital Bank of the Future', KBL VIKAAS 3.0 continues to drive key initiatives aimed at enhancing business growth, strengthening customer experience, and improving operational efficiency through digital enablement.
During FY 2025–26, the Bank has continued its journey under KBL VIKAAS 3.0 with the rollout of various initiatives, as detailed below:
LEVERAGING THROUGH WHOLLY OWNED SUBSIDIARY OF THE BANK
Wholly owned subsidiary of the Bank "KBL Services Limited (KSL)" was incorporated as a non-financial services wholly owned subsidiary of The Karnataka Bank Limited on 21.06.2020. The setting up of KSL was envisioned with an objective of achieving higher operational efficiency and creating value over the longer run for the group as a whole. The scope of activities permitted to be carried out by KSL is business sourcing, data entry work, contact center management, management of alternate banking channels, back-end processing activities, IT projects & support, digital capabilities and providing sub-staff / house-keeping / maintenance staff / attenders to the parent Bank. To begin with, the Company has taken up Business Sourcing, Data entry work, back-end processing activities and an outbound calling center and expects to widen its service offering to other permitted activities in the upcoming financial years. There has been no change in the business of the Company during the financial year ended March 31, 2026.
RISK MANAGEMENT AND GOVERNANCE
In the normal course of business, the Banks are exposed to various risks, namely, Credit Risk, Market Risk and Operational Risk, besides other residual risks such as Liquidity Risk, Interest Rate Risk, Concentration Risk, Strategic Risk, Reputation Risk, etc. With a view to efficiently manage such risks, your Bank has put in place various risk management systems and practices. In line with the guidelines issued by the Reserve Bank of India from time to time, your Bank continues to strengthen various risk management systems that include policies, tools, techniques, systems and other monitoring mechanisms.
Your Bank aims at achieving an appropriate trade-off between risks and returns. Risk management objectives of the Bank broadly cover proper identification, assessment, measurement, monitoring, controlling, mitigation and reporting of the risks across various business segments of the Bank. The risk management strategy adopted by your Bank is based on a clear understanding of the risks and the level of risk appetite, which is dependent on the willingness of your Bank to take risks in the normal course of business. A Board-level committee, viz., Risk & Capital Management Committee (RCMC), periodically reviews the risk profile, evaluates the overall risks encountered by the Bank and develops policies and strategies for its effective management.
The various senior management committees such as Credit Risk Committee (CRC), Asset–Liability Management Committee (ALCO), Operational Risk Management Committee (ORMC), etc. operate within the broad policy framework of the Bank to ensure and enhance the risk control and governance framework within the Bank. The Risk Management Department at Head Office oversees the overall implementation of various risk management initiatives across the Bank.
In line with guidelines issued by the RBI, your Bank has nominated a Chief Information Security Officer (CISO), who is responsible for articulating and enforcing the policies that the Bank uses to protect the information assets, apart from coordinating security-related issues in the implementation of new systems under Information Technology in the Bank.
Further, in compliance with regulatory expectations and the Digital Personal Data Protection (DPDP) Act, your Bank has also appointed a Data Protection Officer (DPO) who is responsible for ensuring that customer data is handled safely, monitoring compliance with data protection laws, addressing privacy-related concerns, and promoting awareness of data protection practices within the Bank.
OFSAA (Oracle Financial Services Analytical Applications):
Your Bank has all the necessary systems and tools in place for ALM, MRM, LRM, FTP and IRRBB. An advanced application, i.e., OFSAA, has been implemented which covers ALM, LRM, FTP, PFT & IFRS9.
More elaborate discussion on how the Bank manages the key risks associated with its operations is provided under Management Discussion and Analysis attached to this report.
Basel III Capital Regulations – Implementation of Leverage Ratio:
To mitigate the risk of excessive leverage and enhance financial stability, the RBI mandated the minimum Leverage Ratio (LR) under Basel III Regulations for banks in India. Both the capital measure and the exposure measure, along with the leverage ratio, are to be disclosed on a quarter-end basis. However, banks must meet the minimum leverage ratio requirements at all times. As on March 31, 2026, your Bank had a comfortable leverage ratio of 8.77% as against the regulatory minimum requirement of 3.50%.
Capital Adequacy & Capital Adequacy Assessment Process (ICAAP):
Under Pillar 2 of the Basel II Accord, the Internal Capital Adequacy and Assessment Process (ICAAP) was introduced as a measure of the adequacy of a capital resource of the Bank in relation to its current liabilities and in relation to the risks associated with its assets. An appropriate level of capital adequacy ensures that the entity has sufficient capital to support its activities and that its net-worth is sufficient to absorb adverse changes in the value of its assets without becoming insolvent. An assessment of the capital requirement of the Bank is carried out through comprehensive projections of future business that takes cognizance of the strategic intent of the Bank, profitability of particular business and opportunities for growth. The proper mapping of credit, operational and market risks to this projected business growth enables assignment of capital that not only adequately covers the minimum regulatory capital requirements but also provides headroom for growth. The calibration of risk to business is enabled by a strong risk culture in the Bank, aided by an effective, technology-based risk management system.
The Disclosure under Pillar III of the Basel III accord has been annexed to this report in Annexure-I .
In compliance with Basel guidelines, the Bank has put in place a policy document for the Internal Capital Adequacy Assessment Process (ICAAP) to evaluate its capital adequacy requirements. A stress testing framework for various stress scenarios is also put in place for a better understanding of the likely impact of adverse market movements / events on the capital and earnings. The results of the ICAAP and stress testing are reviewed periodically to assess the capital requirement for the projected business growth, keeping in view the risk appetite and risk profile of the Bank. A Board-level Risk & Capital Management Committee (RCMC) reviews the risk appetite, risk profile, business projections as well as capital assessments of your Bank at periodic intervals.
SEGMENT REPORTING
Business Segment-
For the purpose of segment reporting in terms of AS 17 and as prescribed in the RBI guidelines, the business of the Bank has been classified into, i.e., (a) Treasury (b) Corporate / Wholesale Banking (c) Retail Banking (including Digital Banking Unit (DBU) and other Retail Banking) (d) Other Banking Operations.
Geographical Segment-
The Bank does not have any overseas branch. Thus, reporting under the geographic segment does not arise. Segment assets have been identified, and segment liabilities have been allocated on the basis of segment assets.
(Previous year's figures have been regrouped/rearranged wherever necessary.)
H in Crore
STANDALONE SEGMENT RESULTS
The details about aforesaid business segments are discussed in Management Discussion and Analysis attached to this report.
Banking Outlets and Alternate Delivery Channels (ADCs):
As on March 31, 2026, your Bank had 2,450 service outlets including 975 branches, one extension counter, 767 ATMs and 707 recyclers with a presence in 619 centers spread across 22 States and 2 Union Territories. Apart from the above, the Bank also has one Data Centre with a Disaster Recovery Centre and Near Line Site (NLS), one Service branch, five Currency Chests, two Central Processing Centers, one Digital Centre of Excellence, 14 Asset Recovery Management Branches and 14 Retail Loan Processing and Sanctioning Centres (RLPSCs) and 1 Centralized Loan Processing and Sanctioning Centre (CLPSC). During the financial year under review, your Bank has opened twenty-three new branches.
Mobile Banking and Net Banking:
Mobile banking app - KBL Mobile Plus, Internet banking-KBL Money Click and Omni channel KBL ONE are the prominent Digital Banking channels. Apart from ATM/CR, value-added features such as Deposit Loan Opening and Closure, Email OTP enablement for NRI customers, a new platform for bill payment/ recharge through Bill Desk Hexagon Solutions, and re-KYC in Mobile Banking.
During the FY, the Bank has completely revamped the Retail Mobile Banking app to give users a new user interface and experience (UI/UX) with new added features such as overview of accounts, spend analyzer, transfer using Mobile number, Simplified and complete UPI functionalities. As on March 31, 2026, 95.99% of transactions were performed through the digital Banking channels.
Government Business:
Pursuant to the policy of deregulation by the Government of India and the Reserve Bank of India (RBI), eligible scheduled private sector banks have been permitted to act as agency banks of the RBI for undertaking government business. In accordance with the prescribed eligibility criteria, the Bank was appointed as an Agency Bank of the RBI vide letter No. DGBA.GBD. No. S363/42.01.033/2021-22 dated July 20, 2021, followed by execution of the requisite agreement with the RBI on July 27, 2021. Accordingly, the Bank is authorized to undertake collection of revenue receipts and disbursement of payments on behalf of the Central and State Governments, Pension disbursements, Collection of stamp duty, and such other transactions as may be approved by the concerned user departments and concurred by the RBI.
Leveraging its pan-India presence and robust digital infrastructure, the Bank is well-positioned to deliver seamless, scalable, and technology-driven financial services to Central and State Government entities. The Bank's government business operations enhance customer convenience in statutory payments, deepen relationship stickiness, and augment fee-based income through agency commission in line with applicable guidelines.
Bank has operationalized multiple government business modules and commenced collection of statutory tax payments, including Customs Duty and Goods and Services Tax (GST) on behalf of the Central Board of Indirect Taxes and Customs (CBIC), as well as Direct Taxes (Income Tax and Advance Tax) on behalf of the Central Board of Direct Taxes (CBDT). The Bank has also introduced structured onboarding frameworks for Government departments, bodies, and corporations to accelerate liability acquisition and deepen institutional relationships.
Bank has commenced acceptance of public applications for Capital Gains Tax Exemption Bonds issued under the relevant provisions of the Income Tax Act, 2025. These bonds, issued by Government-backed entities and public sector undertakings, provide investors with an avenue to mitigate long-term capital gains tax liabilities arising from transfer of eligible assets, subject to applicable regulatory provisions. The Bank is presently facilitating investments in such bonds issued by Power Finance Corporation Limited (PFC), REC Limited, and Indian Railway Finance Corporation Limited (IRFC). This initiative strengthens the Bank's engagement with Government-related entities while expanding its suite of investment-linked customer offerings.
The Bank has entered into an agreement with the Department of Treasuries, Government of Karnataka, for integration with the Khajane II - Integrated Financial Management System (IFMS). Under this arrangement, the Bank facilitates seamless collection of government receipts and tax payments through the Khajane II platform, and has commenced collection of Karnataka Government revenue receipts, strengthening its presence in the State Government business ecosystem.
The Bank continues to focus on expanding its Government Business portfolio through onboarding of Central and State Government departments, integration with key digital platforms, and participation in emerging government mandates. Strategic emphasis is placed on increasing low-cost CASA deposits, enhancing digital payment capabilities, and strengthening fee-based income streams, thereby contributing to sustainable balance sheet growth.
Third Party Products
With an aim to provide diversified financial products & services and to maximize value-added services to the customers, your Bank provides a bouquet of Third-Party Products, which include Life Insurance, General Insurance, Health Insurance, Mutual Funds, Demat Account, Trading Account, Co-branded Credit Cards, PoS Network, KBL FASTag, NPS, SGB, APY, etc. A summary of the major third-party products is provided in the Management Discussion and Analysis attached to this report.
Customer Service:
Your Bank is consistently focused on setting new benchmarks in customer service to enhance its competitiveness. This involves designing an innovative and cost-effective mechanism to deliver banking services efficiently. The Bank is actively engaged in establishing systems and procedures for providing quality services to customers, along with an effective grievance redressal mechanism, including an Internal Ombudsman (IO), in line with the guidelines issued by the RBI and IBA from time to time.
The Bank ensures inclusive and barrier-free banking services for persons with disabilities (PwDs), in line with RBI guidelines and the Rights of Persons with Disabilities Act, 2016. This includes provision of accessible branch infrastructure (ramps, tactile paths, low-height counters) wherever feasible, Talking ATMs with audio and Braille support, and doorstep banking services free of charge for customers with mobility constraints. The Bank also facilitates alternative modes of account operations, including acceptance of thumb impressions. Digital channels, including internet banking and mobile applications, are being progressively aligned with recognized accessibility standards to ensure usability for visually, hearing, and cognitively impaired customers. Further, staff sensitization programs and grievance redress mechanisms have been put in place to ensure non-discriminatory service delivery and enhanced financial inclusion for PwDs. These measures aim to promote financial inclusion and independence, ensure dignity and equal participation and provide safe, convenient, and barrier-free banking experience.
Credit Monitoring Excellence:
To strengthen post-sanction monitoring and collection / recovery mechanisms, the Bank has established a dedicated Credit Monitoring Department (CrMD) at Head Office. A Centralized Contact Centre has also been set up to facilitate timely follow-up of stress accounts during the early stages of stress identification. Regional Monitoring and Collection Centre (RMCC) comprising of Regional Retail Collection Team (RRCT) and Regional Corporate Collection Team (RCCT) has been established across the Regional Offices to initiate timely DPD-wise follow-up and recovery actions for regularization of the loan accounts. In addition, a dedicated Credit Monitoring Team (CrMT) functioning under RMCCs undertakes post-sanction monitoring of loan accounts across their respective Regions. In addition to this, for large ticket loan accounts, direct borrower follow-up is undertaken by CrMD. Further, during the visits by HO-executives to RO / Branches, borrower interactions & field visits are conducted to support regularization and strengthen recovery efforts.
To enhance the efficiency of monitoring & follow-up activities, the Bank has implemented Behavioral Analytics, EWS & call prioritization modules to identify the loan accounts with potential repayment stress and classify the borrowers based on risk categories. Various collection channels, including SMS, emails, tele calling & customer visits, etc., are prioritized based on risk assessment. Web-based collection platform "KBL-Kollect+" has been fine-tuned for undertaking prioritized collection activity.
The Bank continues to make sustained efforts to reduce overall SMA (SMA 0, 1, 2) level in the advances portfolio and the impact of these initiatives is clearly visible. Systems such as Auto Sweep - automatic recovery of EMI / Installment/Interest from borrower's operating accounts, E-Connect solution enabling UPI-based repayment to loan accounts and automated capture of Early Warning Signals, etc., have been implemented to strengthen collection efficiency and improve portfolio monitoring.
The Regular Asset Monitoring Cell under CrMD monitors diversion of funds in OD accounts through an offsite surveillance mechanism. Drawing Power updation activities for OD accounts with a sanctioned limit of H 4.00 crore & above are being processed at CrMD under a maker-checker framework to ensure enhanced control and compliance.
The Restructured Advances Monitoring Cell and Consortium & Multiple Banking Arrangement Cell have been constituted under CrMD to monitor restructured loan accounts and accounts under Consortium & Multiple Banking Arrangement, respectively. In addition, a system-enabled auto-submission process for Exchange of Information (EOI) has been introduced to ensure timely submission of EOI to member banks in compliance with regulatory requirements.
A dedicated Quality Assurance Cell has also been established under CrMD for purification and validation of MIS data pertaining to loan accounts. Newly opened loan accounts are reviewed on an ongoing basis to ensure proper MIS classification. Further, while sanctioning Agri gold loans above H 2 lakh, the Quality Assurance Cell verifies RTC/Land ownership documents or any other valid proof establishing ownership of agricultural land.
SUPPORT AND CONTROL FUNCTIONS
Information Technology:
The Bank has a robust Core Banking System (CBS) since the year 2000 and all its branches and offices are under the CBS network. Alternate Delivery channels viz. ATM, Internet Banking, Mobile Banking, UPI, PoS have been integrated with the Core Banking System.
The Disaster Recovery [DR] arrangement also exists to ensure business continuity in the event of primary site failure for all business-critical applications (CBS, ATM, Internet Banking, Mobile Banking, UPI). The Bank has implemented 3-Way replication (DC, DR and NLS) and Oracle Data Guard (ODG) configuration, besides taking offline backups and DR tests are being done on a quarterly basis. The critical applications like CBS, ATM, Mobile Banking and UPI are part of this arrangement. The primary Data Centre of the Bank is hosted in a Tier 4 Data Centre and the DR Data Centre is hosted in a Tier 3 Data Centre.
The IT infrastructure of the Bank is headed by GM IT & MIS and other executives of the IT Dept. Your Bank will continue to take note of technological revolutions and take appropriate decisions at the right time to provide premier banking services and also continue to be a tech-savvy Bank aiming for a Digital Bank of the Future.
The Bank is also extending facilities like Funds Transfer through electronic means [NG-RTGS, NEFT, IMPS, UPI, ECS, NECS etc.], Speed Clearing, CTS, Financial Inclusion, IVR and other technology-enabled services and products.
Analytical Centre of Excellence (ACoE):
Data & Analytics as a Strategic Asset
Data and analytics have matured into a core enterprise capability. Platforms such as the unified cloud data repository, CRM and Early Warning System are embedded across business, risk and customer functions. Integrated insights across systems have been enabled by the Business teams to improve efficiency, portfolio quality and enhanced customer engagement.
Intelligence in Business & Risk Decisions
Analytics / ML models are embedded into critical processes such as collections prioritization, cross-sell targeting for ETB customers basis the changing market conditions & customer behavior. These interventions have assisted the business teams with rolling out targeted campaigns, identification of risk parameters through EWS triggers, and improvement in operational efficiency through CRM adoption.
Customer Engagement & Outreach
The focus shifted toward maximizing customer outreach and conversions. Digital channels were leveraged for strong customer connect, while branch teams ensured immediate consumption of digital leads. Insights on demographics, banking behavior and product usage aided in better customer outreach and strengthened relationships across branch teams.
Operational Efficiency & Conversions
Frontline teams at Branches adopted CRM tools extensively, benefiting from scheduling, reminders and Customer 360 views. Branches and senior teams were provided with dashboards for monitoring performance and driving continuous improvements. The emphasis was on maximizing conversions, enhancing digital channel usage and ensuring campaigns are translated into business.
Human Resources:
As on March 31, 2026, the Bank had 9047 employees, of which 2950 are women employees constituting around 32.61% of the total strength. Your Bank has put in place an institutional mechanism for the protection of women employees at the workplace and adopted a policy pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, providing for the protection of women employees against sexual harassment of women at the workplace and redressal of such complaints. At the start of the fiscal year, no complaints were pending. During the year, five complaints were received, and all were closed.
Compliance Function
The Bank effectively manages compliance risk through a well-established Compliance Function, which constitutes a key pillar of its corporate governance framework, alongside internal controls and risk management processes. A robust and independent Compliance Department has been instituted to foster a strong culture of compliance across the organization. The Bank ensures strict adherence to all applicable statutory provisions, regulatory guidelines issued by the Reserve Bank of India (RBI) and other authorities, as well as industry standards, internal policies and fair practice codes.
The Compliance Function is responsible for the interpretation and dissemination of regulatory requirements and for ensuring that appropriate controls and procedures are in place to capture and report relevant information to Senior Management, thereby supporting effective risk management. Under the supervision of the Chief Compliance Officer, the Bank operates a risk-based compliance programme that ensures comprehensive coverage across all business segments, including periodic compliance testing of branches and business units to assess adherence levels.
Further, the Bank undertakes an annual compliance risk assessment to identify, evaluate and proactively mitigate significant compliance risks. The strong tone set by Top Management consistently underscores the importance of compliance, thereby driving continuous improvement and strengthening the Bank's overall compliance culture.
Vigil Mechanism
The Bank has implemented the Protected Disclosure Policy (Whistle Blower Policy) since the year 2007. The Policy provides a formal mechanism for employees at all levels to report concerns relating to unethical behaviour, corruption, misuse of office, criminal offences, suspected or actual fraud, non-compliance with the Bank's rules and regulations, and any acts or events that may adversely impact the interests of the Bank, its depositors, or the public, including those leading to financial loss, operational risk, or reputational damage.
The mechanism established under the Policy enables Whistle Blowers to report genuine concerns or grievances in a secure and confidential manner. It also provides for adequate safeguards against victimization of individuals availing such mechanism and ensures direct access to the Chief of Internal Vigilance (CIV). The detailed Whistle Blower Policy is hosted on the Bank's website and is available at the following link: https://karnatakabank.bank.in/investors/policies-codes
Corporate Social Responsibility
Corporate Social Responsibility (CSR) initiatives of the Bank are designed to make a positive impact on a wide range of areas of social life like healthcare, education, livelihood enhancement, empowering women / socially and economically disadvantaged, environmental sustainability / green initiatives, protection of heritage / culture, rural development, Swachh Bharat, etc., aimed at promoting the overall development of the society.
Further, pursuant to Section 135 of the Companies Act, 2013 (Act), read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted 'Corporate Social Responsibility (CSR) Committee' of the Board and has also put in place a Policy on Corporate Social Responsibility (CSR Policy) to undertake projects / programmes in pursuance of the said Policy. Under CSR activities, the Bank has so far funded 2,532 projects with a total financial outlay of H 148.31 crore, and these projects have exhibited a welcome positive impact on the society.
Pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the contents of the CSR Policy, along with the report on amounts spent on various projects/ programmes during FY2025-26, are detailed in Annexure- II to this report. Further, in terms of Rule 4(5) of the CSR rules, certification from the Chief Financial Officer has been obtained for the CSR spending during FY 2025-26.
Financial Inclusion:
Through the Financial Inclusion Plan, your Bank aims at connecting people with the Bank and not just opening accounts. This includes meeting the small credit needs of the rural public, giving them access to the payments system, providing remittance facilities, life insurance and health insurance, etc. Your Bank has 454 branches, apart from 35 Ultra Small Branches, located in the rural and semi-urban areas and offers banking facilities to the rural clientele. Our rural branches are also acting as Financial Literacy Centers (FLCs) and imparting banking literacy among the rural populace. In accordance with Prime Minister's Jan Dhan Yojana (PMJDY), the Bank has implemented the revised Strategy and Guidelines for Financial Inclusion activities. Your Bank is actively participating in the Direct Benefit Transfer (DBT) Programme of the Government of India to transfer the benefits of various Schemes / LPG subsidies directly to the beneficiaries' Aadhaar-enabled bank accounts.
As part of the Financial Inclusion plan, the Bank has been offering the following services:
1. Business Correspondent (BC) services: Sub-K Impact Solutions Limited: -
The Bank has tied up with Sub-K Impact Solutions Limited to provide BC services, and as on March 31, 2026, 179 BC Agents are covering allocated villages in the states of Karnataka, Andhra Pradesh and Chhattisgarh.
M/s. Vakrangee Ltd:-
Bank is associated with M/s Vakrangee Limited as Corporate BCs since July 2024 to tap assets & liabilities business across India under the BC model. As on March 31, 2026, 22 BC agents are onboard, who are carrying eKYC based account opening and AEPS transactions. Aadhaar Enabled Payment System (AEPS): The Bank has introduced AEPS transaction services offered by the National Payments Corporation of India (NPCI) at all Business Correspondent (BC) locations of the Bank, and with this, the customers of the Bank having an Aadhaar-enabled SB account can transact at the BC point.
2. Financial Literacy and Credit Counseling Centers (FLCs): The Bank is running 5 FLCs at B.C Road – Bantwal, Hangal, Kundagol, Tiptur and Alur (Karnataka). During FY 2026, 5 FLCCs conducted 940 Financial Literacy campaigns in which 57,293 participants took part. In adherence to RBI guidelines, all the rural branches of your Bank are also conducting financial literacy Camps.
3. Social Security Schemes: All the branches of your Bank are actively involved in providing three Social Security Schemes-Pradhan Mantri Jeevan Jyothi Bima Yojana (PMJJBY), Pradhan Mantri Suraksha Bima Yojana (PMSBY) and Atal Pension Yojana (APY) schemes to customers across the country.
4. Pradhan Mantri Jan Dhan Yojana (PMJDY): All the branches across the country are opening accounts under PMJDY and are issuing RuPay Debit Cards.
5. The Bank is one of the trustees of Karnataka Farmers Resource Center (KFRC), Bagalkot, established to impart training and act as a resource center for farmers under the umbrella of SLBC Karnataka. The Bank has contributed H50.00 lakhs towards the capital expenditure/corpus of KFRC.
6. In line with the Pradhan Mantri Street Vendor's Atmanirbhar Scheme, the Bank has rolled out the KBL- PM – SVANidhi scheme providing working capital loans up to H 50,000/- to the street vendors to support their businesses.
AWARDS AND ACCOLADES:
Your Bank has bagged the following awards during the financial year under review in recognition of its achievements:
1. The Bank has bagged "Award of Excellence" under "Special Appreciation campaign" for achieving the target under APY during the period 2024-25 at the APY Felicitation Programme and Strategy Review Meeting (South Zone) held on 25.04.2025 in Chennai.
2. The Bank has bagged the prestigious Infosys Finacle Innovation Awards 2025 - "Gold" under Product Innovation.
3. Karnataka Bank has received two IBA CISO Awards under Private Sector – Small Bank Category. Awards received at the 4 th IBA CISO Summit & Citations held on 06.06.2025 in Mumbai.
a) Cyber Security Team of the Year b) Cyber Security Transformation of the Year
4. Karnataka Bank has been honored with a special award in the category "Leader in Ethical Collection Practices" in recognition of the Bank's significant efforts in ensuring ethical collection practices. This Accolade was presented by The Brainalytics in association with India's Largest AI-Powered Collection Platform Spocto-X at the first-ever Collection Summit "Bharath Collection Summit and Award 2025" held at Mumbai on 12.06.2025.
5. Bank has bagged "Award of Excellence Achiever" under "APY Annual Awards FY 2024-25" campaign from PFRDA for excellent performance during FY 2024-25. The award was received at the APY Annual Felicitation Programme held on 25.08.2025 at New Delhi.
6. Bank has been honored with a Certificate of Encouragement for Achievement of 89% of the Annual Target for the Atal Pension Yojana in FY 2024-25 under SLBC Karnataka by Pension Fund Regulatory & Development Authority (PFRDA) at an event held on 27.11.2025 at Bengaluru.
7. Bank has bagged 5 Awards in IBA 21 st Annual Banking Technology Conference, Expo and Citations- 2024-2025 event held on 09.01.2026 at Mumbai under the following categories:
a) Best Fintech & DPI Adoption -Winner b) Best Tech Talent – Runner-up c) Best Technology Bank- Special Mention d) Best Digital Financial Inclusion – Special Mention e) Best Digital Sales – Special Mention
IMPLEMENTATION OF IFRS CONVERGED INDIAN ACCOUNTING STANDARDS (IND AS):
The Reserve Bank of India (RBI) has deferred implementation of Ind AS for all Scheduled Commercial Banks until further notice. The Bank has been submitting the Proforma Ind AS financials to the RBI every half year as per the RBI guidelines. Also, as a prudent measure, the Bank is preparing Proforma Ind AS financials on a quarterly basis, and the estimated impact, along with the latest update on Ind AS implementation in the Bank, is placed before the Audit Committee of the Board. Towards effective implementation of the Standards, the Bank has also endeavored and onboarded Oracle Financial Services Analytical Application (OFSAA), which includes the IFRS 9 module to compute Effective Interest Rate (EIR) and Expected Loan Loss Provisioning (ECL) through the Core Banking System. With respect to the notified RBI directions on the ECL and EIR framework, the Bank has done a preliminary assessment and has already initiated steps towards implementation within the regulatory guidelines effective from 1 st April 2027.
DIVIDEND DISTRIBUTION POLICY
Your Bank has adopted a Policy on the Distribution of Dividend to the shareholders pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The gist of the Dividend Distribution Policy is as under:
Being a Banking entity, Dividend Distribution is guided by the RBI Circular RBI/DOR/2025-26/168 DOR.ACC.REC.87/21-02-067/2025-26 dated November 28, 2025, with regard to eligibility criteria for distribution of dividend.
Factors considered for a recommendation of dividend include both internal factors such as financial performance, dividend payout trends, tax implications, and corporate actions and external factors such as shareholders' expectations, macro environment, etc.
Factors considered for determining the quantum of dividend include financial performance, capital fund requirements to support future business growth, having regard to the dividend payout ratio prescribed under the aforesaid RBI Guidelines, etc.
The Dividend Distribution Policy of the Bank is available on the website of the Bank at https://karnatakabank.bank.in/ investors/policies-codes
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 ("Act"), read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Bank for FY2026 prepared in accordance with Section 92(1) of the Act would be placed on the website of the Bank https://karnatakabank.bank.in/investors/ after the Annual General Meeting (AGM).
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014, the Bank has prepared Consolidated Financial Statement including its subsidiary - KBL Services Limited and pursuant to the provisions of Accounting Standard ('AS') 21, the Consolidated Financial Statements notified under Section 133 of the Act, read together of the Companies (Accounting Standards) Rules, 2021, the Consolidated Financial Statements of the Bank along with its subsidiary for the financial year ended March 31, 2026 forms part of the Annual Report. The financial position and performance of the subsidiary are given in Form AOC-1 attached to this Report as Annexure-III.
In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Bank, containing therein its Standalone and Consolidated Financial Statements, has been hosted on the website, https://karnatakabank.bank.in. Further, as per the fourth proviso to the said Section, the Audited Annual Accounts of the said subsidiary Company of the Bank, considered as part of the Consolidated Financial Statements, have also been hosted on the website of the Bank: https://karnatakabank.bank.in. The documents/details available on the website of the Bank: https://karnatakabank.bank.in will also be available for inspection by any Member at its Registered Office.
INVESTOR RELATION CELL
To maintain a regular connect with the investors, your Bank has a dedicated Investor Relations Cell at the Registered Office. Besides redressing the grievances, if any, from the investors, the Cell proactively disseminates corporate information on a voluntary basis to the shareholders through email (wherever made available) about financial results, major events and coverage about the Bank in the media, etc.
CORPORATE GOVERNANCE
Your Bank is committed to adopt the best practices of corporate governance to protect the interests of all the stakeholders of the Bank, viz. shareholders, depositors and other customers, employees and society in general and maintain transparency at all levels. A detailed report on corporate governance practices is given in Annexure-IV to this report.
Further, pursuant to Regulation 34(3) of the Listing Regulations read with Part E of Schedule V of the Listing Regulations, a certificate from M/s. SVJS & Associates, Bengaluru, Practicing Company Secretaries certifying compliance with various provisions of the Corporate Governance is annexed to this Report as Annexure-V .
The Bank has received a certificate from M/s. SVJS & Associates, Bengaluru, Practicing Company Secretaries, pursuant to clause 10(i) of Part C under Schedule V of Listing Regulations that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority and same is attached as Annexure-VI to this report.
EMPLOYEE STOCK OPTIONS (ESOP)
The shareholders of the Bank, on March 30, 2023, have approved 'KBL Employee Stock Option Scheme-2023' (ESOS-2023) with a total of 15,00,000 stock options available for grant. During the reporting year, the details of the grant of options under the scheme ESOS-2023 are as follows:
The options are granted as part of the variable pay package:
The Bank has received a certificate from M/s. SVJS & Associates, Bengaluru, Practicing Company Secretaries, pursuant to Regulation 13 of the SBEB Regulations, confirming that the Bank has implemented the ESOP Schemes in accordance with the applicable provisions of the SBEB Regulations issued by SEBI and Resolution(s) of the Bank in the General Meeting(s) and through postal ballots, as the case may be and the same is attached as Annexure-VII to this report.
DIRECTORS AND CHANGES IN THE BOARD
As of March 31, 2026, the Board of the Bank comprised Eight Directors with One Non-Executive Independent Woman Director. Except Mr. Raghavendra Srinivas Bhat (DIN: 11165725), Managing Director & CEO and Mr. B R Ashok (DIN: 00415934), Non-Executive Director, all other directors are Independent Directors. The details of the criteria for appointment and remuneration of Directors are provided in the report on Corporate Governance under Annexure-IV .
Further, as per Section 152(6) of the Act, at the ensuing AGM, Mr. B R Ashok, Non-Executive Non-Independent Director, being the longest in office, shall retire by rotation. Further, being eligible, he has offered himself for re-appointment. In the opinion of the Board, Mr. B R Ashok, Non-Executive Non-Independent Director, has the integrity, expertise and requisite experience, which is beneficial to the business interests of the Bank. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee (NRC) of the Board, the Board recommends his re-appointment for seeking approval from the members of the Bank. Accordingly, a resolution seeking the re-appointment of Mr. B R Ashok, Non-Executive Non-Independent Director, has been included in the Notice of the 102 nd AGM.
RESIGNATIONS
During the year under report, the following Directors resigned from the Board of the Bank.
Mr. Srikrishnan H (DIN: 00318563), resigned from the position of Managing Director & CEO of the Bank, w.e.f. July 15, 2025.
Mr. Sekhar Rao (DIN: 06830595), resigned from the position of Executive Director of the Bank, w.e.f. July 31, 2025.
Dr. D S Ravindran (DIN: 09057128), resigned from the position of Non-Executive Independent Director of the Bank, w.e.f. March 06, 2026.
CESSATION
During the year under report, Mr. Justice A V Chandrashekar (DIN: 08829073) ceased to hold office as Non-Executive Independent Director w.e.f. August 18, 2025 upon completion of his tenure.
APPOINTMENT
Mr. Raghavendra Srinivas Bhat (DIN: 11165725) was appointed as Managing Director & CEO of the Bank w.e.f. July 16, 2025 for an interim period of 3 months and thereafter the tenure was extended for a period of one month. Subsequently, he was appointed as Managing Director & CEO of the Bank w.e.f. November 16, 2025, for a period of one year, i.e., up to November 15, 2026, pursuant to the approvals of the shareholders and the Reserve Bank of India, as applicable.
Mr. P. Pradeep Kumar (DIN: 03614568) was re-appointed as a Non-Executive Independent Director w.e.f. August 19, 2025.
Mr. B R Ashok (DIN: 00415934) was re-appointed as a Non-Executive Non-Independent Director of the Bank w.e.f. September 23, 2025.
Mrs. Uma Shankar (DIN: 07165728) was re-appointed as a Non-Executive Independent Director w.e.f. November 01, 2025.
Mr. Balakrishna Alse S (DIN: 08438552) was re-appointed as a Non-Executive Independent Director w.e.f. May 26, 2026.
Mrs. Biji S.S. (DIN: 11534526) was appointed as an Additional Director in the capacity of Executive Director of the Bank w.e.f. July 15, 2026, subject to the approval of shareholders.
Dr. M. Aruna Shyam (DIN: 11789970) was appointed as an Additional Director in the category of Non-Executive Independent Director w.e.f. July 18, 2026, subject to the approval of shareholders.
Mr. Parthasarathi Periaswamy (DIN: 08507318) was appointed as an Additional Director in the category of Non-Executive Independent Director w.e.f. July 29, 2026, subject to the approval of shareholders.
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER (MANAGING DIRECTOR & CEO)
Mr. Raghavendra Srinivas Bhat (DIN: 11165725) was appointed as Managing Director & CEO of the Bank w.e.f. July 16, 2025 for an interim period of 3 months and thereafter the tenure was extended for a period of one month. Subsequently, he was appointed as Managing Director & CEO of the Bank w.e.f. November 16, 2025, for a period of one year i.e., up to November 15, 2026.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149(7) of the Act, and Regulation 25(8) of the Listing Regulations, your Bank has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence applicable to Independent Directors as on March 31, 2026.
FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS
All Directors, including Independent Directors, are familiar with their roles, rights, and responsibilities in the Bank at the time of appointment and also on a recurrent basis. The Bank facilitates a familiarisation programme and other programmes, including a Certification programme for its Directors. The details of various programmes undertaken / arranged for familiarising the Independent Directors and other programmes arranged for the directors during the Financial Year 2025-26 are disclosed in the Report on Corporate Governance under Annexure-IV , which forms part of this Report.
PERFORMANCE EVALUATION OF THE BOARD
Your Board of Directors has laid down criteria and processes for performance evaluation of Directors, Chairman, Whole-time Directors, Committees of the Board and Board as a whole. The NRC annually reviews and approves the criteria and the mechanism for carrying out the evaluation exercise effectively. The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Committees of the Board, etc., is given in detail in the report on Corporate Governance under Annexure-IV . In pursuance of the above, the Independent Directors, in their separate meeting held on March 26, 2026, have reviewed and evaluated the performance of the Board as a whole and the Non-Executive Directors. Further, the Board has also reviewed the performance of the individual Independent Directors at its meeting held on March 27, 2026.
As per the Policy of the Bank on Performance Evaluation, the performance evaluation of the Managing Director & CEO and the Executive Director is being carried out by the Independent Directors.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions with the related parties that were entered into during the financial year under review are in the ordinary course of the business of the Bank and on an arm's length basis. There were no materially significant related party transactions entered into by the Bank with the Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. As such, a disclosure in Form AOC-2 is not applicable. The Policy on dealing with Related Party Transactions as approved by the Audit Committee / Board has been placed on the website of the Bank under the Investor Portal.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(3)(c), 134(5) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 and other applicable provisions, your Directors state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank as of the end of the financial year March 31, 2026, and profit and loss for that period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors have laid down the internal financial controls followed by the Bank and that such internal financial controls are adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS a. Statutory Auditors:
At the 101 st Annual General Meeting held on 23 rd September 2025, M/s. Ravi Rajan & Co LLP, Chartered Accountants (Firm Registration No./LLP No. 009073N/N500320), and M/s. R. G. N. Price & Co., Chartered Accountants (FRN 002785S), were appointed as the Joint Statutory Auditors of the Bank, to hold office up to the conclusion of the 102 nd and 103 rd Annual General Meetings, respectively.
In accordance with the extant Reserve Bank of India (RBI) guidelines and the Bank's Policy on Appointment of Statutory Auditors, M/s. Ravi Rajan & Co LLP, Chartered Accountants (Firm Registration No./LLP No. 009073N/N500320), will be completing their tenure of Three years as Statutory Auditors of the Bank upon completion of their maximum tenure of three years at the conclusion of the 102 nd Annual General Meeting. Further, based on the recommendation of the Audit Committee of the Board, the Board of Directors at its meeting held on 29 th July, 2026 has approved the re-appointment of M/s. R.G.N. Price & Co., Chartered Accountants (Firm Registration No.: 002785S), Chennai, as one of the Joint Statutory Auditors of the Bank for the remaining tenure of one year, i.e., until the conclusion of the 103 rd Annual General Meeting (AGM).
As per the applicable RBI guidelines, the Bank is required to have a minimum of two Statutory Auditors considering its asset size. Accordingly, the Board of Directors of the Bank, at its meeting held on 29 July 2026, based on the recommendation of the Audit Committee of the Board has proposed the appointment of M/s. Batliboi & Purohit, Chartered Accountants (Firm Registration No. 101048W), as one of the Joint Statutory Auditor of the Bank to hold office from the conclusion of this Annual General Meeting until the conclusion of the One Hundred and Fifth (105 th ) Annual General Meeting of the Bank, subject to satisfying the eligibility norms prescribed by the Reserve Bank of India on an annual basis along with M/s. R. G. N. Price & Co., Chartered Accountants (Firm Registration No. 002785S) who is holding the office till the conclusion of the One Hundred and Third (103 rd ) Annual General Meeting,
Pursuant to Section 30(1A) of the Banking Regulation Act, 1949, the Bank has obtained the prior approval of the RBI vide its letter Ref. No. CO.DOS.RPD.No.53635/08.11.005/2026-27 dated 11 August 2026 for the aforesaid appointments.
The Bank has received the consent of the proposed auditor and the necessary confirmation from the firm that it is not disqualified from being appointed as Statutory Auditor of the Bank under the applicable provisions of the Companies Act, 2013 and the rules made thereunder. b. Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, and Regulation 24A of the Listing Regulations, the shareholders had appointed M/s. SVJS & Associates, Bengaluru, Company Secretaries in practice as the Secretarial Auditor of the Bank for a period of 5 (five) consecutive years, commencing from April 01, 2025, until March 31, 2030. Accordingly, they have conducted the Secretarial Audit for the financial year ended March 31, 2026. The secretarial audit report from the Secretarial Auditor is annexed to this report as Annexure-VIII .
Pursuant to Regulation 24A of the Listing Regulations, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Bank has obtained the Annual Secretarial Compliance Report, certified by CS Lekha Ashok (COP: 9011), Partner, M/s. SVJS & Associates, Company Secretaries in practice, Bengaluru, for the financial year ended March 31, 2026, on the compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and a copy was submitted to the Stock Exchanges within the prescribed timeline. The Secretarial Compliance Report is annexed to this report as a part of Annexure-IX . c. Reporting of frauds by Auditors
There is no qualification in the Auditors' Report. During the year, pursuant to Section 143(12) of the Act, Auditors have reported one fraud (where amount involved is more than rupees one crore) and reported the same to the Central Government under Form ADT-4.
STATUTORY DISCLOSURES
The disclosures required under Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 and other applicable provisions are furnished below:
a) Conservation of energy and technology absorption: Considering the nature of the business of the Bank, the provisions of Section 134(3)(m) of the Act, relating to conservation of energy and technology absorption are not applicable to your Bank. The Bank has, however, used information technology in its operations extensively. Further, to promote renewable sources of energy, the Bank has installed solar panels at the Registered & Head Office, a few Regional Offices and a few owned premises of the Bank.
b) During the year ended March 31, 2026, the Bank earned H 33.85 crore and spent H 4.11 crore in foreign currency.
c) There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the operations in the future of the Bank.
d) Internal financial control systems and their adequacy: Your Bank has laid down standards, processes and structure facilitating the implementation of internal financial control across the Bank and ensures that the same are adequate and operating effectively.
e) Key Managerial Personnel:
Mr. Raghavendra Srinivas Bhat, Managing Director & CEO, Mr. Vijayakumar P H, CFO and Mr. Sham K, Company Secretary, were the Key Managerial Personnel of the Bank as on March 31, 2026, as per the provisions of the Act,.
f) Remuneration of Directors: Disclosure pursuant to Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-X to this report. It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees of the Bank during the financial year 2025-26 is in accordance with the Remuneration Policy of the Bank, as approved by the Board of Directors on the recommendation of the Nomination & Remuneration Committee.
g) During the financial year 2025-26, no employee received remuneration requiring disclosure as per the limits prescribed under Section 197 of the Act, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the remuneration (including variable pay determined in the subsequent financial year) pertaining to the Whole Time Directors is subject to prior approval of the Reserve Bank of India. The details of remuneration paid to Mr. Raghavendra Srinivas Bhat, Managing Director & CEO, Mr. Srikrishnan H, the then Managing Director & CEO (up to July 15, 2025), and Mr. Sekhar Rao, the then Executive Director (up to July 31, 2025), are provided in the Corporate Governance Report attached to this report in Annexure-IV .
h) In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the Top 10 employees in terms of remuneration drawn forms part of this annual report. In accordance with the provisions of Section 136(1) of the Act, the annual report excluding the aforesaid information is being sent to the members of the Bank and others entitled thereto. The said information is available for inspection by the members at the Registered Office of the Bank during business hours of the Bank up to the date of the ensuing AGM. Any member interested in obtaining a copy thereof may write to us at investor. grievance@ktk.bank.in
i) There were no material changes affecting the financial position of the Bank which have occurred between the end of the financial year of the Bank to which the financial statements relate and the date of this Report.
j) Particulars of loans, guarantees or investments under Section 186: The provisions of Section 186 of the Act, are not applicable to loans made, guarantees given, securities provided or investments made by a Banking Company in the ordinary course of its business. Accordingly, the said provisions are not applicable to the Bank.
k) Any changes in nature of business during the year under review: There has been no change in the nature of business of the Bank during the year under review.
l) Policy on Directors' Appointment: The Bank has put in place a Board-approved "Policy on Appointment of Directors", as recommended by the Nomination & Remuneration Committee. The Policy, inter alia, lays down the criteria for determining qualifications, positive attributes and independence of a Director, the 'Fit and Proper' criteria in line with RBI guidelines and the Banking Regulation Act, 1949, the manner of identification of persons qualified to become Directors and Senior Management, Key Managerial Personnel, Senior Management and other employees, and the framework for performance evaluation. The said Policy is available on the Bank's website at https://karnatakabank.bank.in/investors/policies-codes
m) Statement on Integrity, Expertise, Experience and Proficiency of Independent Directors appointed / re-appointed during the year: Pursuant to Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014, and based on the declarations received under Section 149(7), the 'Fit and Proper' due diligence by the Nomination & Remuneration Committee, registration in the IICA Independent Directors' Databank and the proficiency test status, and the outcome of the performance evaluation, the Board of Directors hereby places on record its opinion that the Independent Directors re-appointed during the financial year are persons of high integrity and continue to possess the requisite expertise, experience and proficiency to discharge their duties as Independent Directors of the Bank.
n) Companies which became or ceased to be Subsidiaries, Joint Ventures or Associate Companies: During the financial year under review, no company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of the Bank. As on March 31, 2026, the Bank has one wholly owned subsidiary, namely M/s. KBL Services Limited, and does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Act. A statement containing the salient features of the financial statements of the subsidiary in the prescribed Form AOC-1, pursuant to the first proviso to sub-section (3) of Section 129 of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, is annexed as part of this Annual Report as Annexure-III .
o) Deposits under Chapter V of the Act: Being a Banking Company, the provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 do not apply to the Bank, in view of the express exclusion under Section 73(1) of the Act, and Rule 1(3)(i) of the said Rules. Accordingly, the disclosure prescribed under Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 does not apply to the Bank. The deposits accepted by the Bank in the ordinary course of its banking business are governed by the provisions of the Banking Regulation Act, 1949 and the directions issued by the Reserve Bank of India from time to time, and the relevant disclosures form part of the Financial Statements and the Notes to Accounts for the financial year ended March 31, 2026.
p) Difference between the valuation at the time of One Time Settlement and at the time of availing loan from Banks or Financial Institutions: During the financial year under review, the Bank has not undertaken any One Time Settlement in respect of any loan availed by it from any Bank or Financial Institution. Accordingly, the disclosure relating to the difference between the amount of the valuation done at the time of One Time Settlement and the valuation done at the time of availing the loan, along with the reasons thereof, as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, does not apply to the Bank for the financial year under review.
q) Application or proceeding under the Insolvency and Bankruptcy Code, 2016: During the financial year under review, no application has been made by or against the Bank under the Insolvency and Bankruptcy Code, 2016, and no such proceeding is pending as at the end of the financial year, in respect of any loan availed by the Bank
r) Compliance with Secretarial Standards: The Bank has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India during the year under review.
s) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Bank had constituted Internal Complaints Committee, as per letter and spirit contained in the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013", to prevent and redress the complaints relating to sexual harassment and to organize workshops / awareness programmes to empower women employees while handling cases relating to sexual harassment. During the financial year 2025-26, the Bank received 5 (five) complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, all of which were satisfactorily disposed of during the year, and no complaint remained pending as at the end of the financial year.
t) Compliance with respect to the provisions of Maternity Benefit Act,1961: The Bank has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder during the financial year under review.
u) Maintenance of Cost Records: Being a Banking Company, the Bank is not required to make and maintain such accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, read with the Companies (Accounts) Rules, 2014.
NUMBER OF BOARD MEETINGS
During the financial year under review, the Board met 22 times and the details thereof are provided in the report on Corporate Governance attached to this report. The maximum gap between any two Board Meetings was less than one hundred and twenty days.
COMMITTEES OF THE BOARD
As on March 31, 2026, the Bank had 9 Committees of the Board which were constituted to comply with the requirements of relevant provisions of the applicable laws and for operational efficiency. The details of the meetings of the Board and the Committees, their composition (as on March 31, 2026), terms of reference, powers, roles etc., are furnished in the report on Corporate Governance attached to this report in Annexure-IV .
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The details of transfer of unclaimed dividend, shares, share application money to IEPF are given in the Report on Corporate Governance Annexure-IV to this report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Bank has adopted various policies that imbibe the best practices with regard to Environmental, Social and Governance (ESG) principles. In this context, Bank has prepared a Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2025-26 in accordance with the requirements under Regulation 34(2)(f) of the Listing Regulations and as per the format devised by the Securities and Exchange Board of India vide Circular dated March 28, 2025 (SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42). The same is provided under Annexure-XI .
MANAGEMENT DISCUSSION AND ANALYSIS:
In compliance with Regulation 34 of the Listing Regulations, a separate Section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Bank, forms part of this Board's Report.
ACKNOWLEDGEMENTS
The Board of Directors would like to place on record their sincere gratitude to the customers of the Bank, depositors and shareholders for their unwavering support, patronage and goodwill. Your Directors also place on record their gratitude for the continued guidance and support provided by the Reserve Bank of India, other government and regulatory authorities, financial institutions and correspondent banks. Your Directors express their deep sense of appreciation to all the staff members for their contribution to the quest for sustained growth and profitability of the Bank and look forward to their continued contribution to scaling greater heights.
For and on behalf of the Board of Directors
Place: Bengaluru P Pradeep Kumar Date :29.08.2026 Chairman
DISCLOSURE UNDER PILLAR III OF BASEL III ACCORD
1. SCOPE OF APPLICATION
The Karnataka Bank Limited, a premier Private Sector Bank, was incorporated on February 18 th , 1924 in Mangaluru.
As per capital adequacy guidelines under Basel III, insurance and non-financial subsidiaries / joint ventures/associates etc. of banks are not to be consolidated. The Bank's Subsidiary, KBL Services Limited, is a non-financial entity, and hence not consolidated for capital adequacy purpose.
The Bank presently is not involved in insurance business. However, Bank holds equity investments to the extent of 6.00 per cent in Universal Sompo General Insurance Company Limited. The financials of the said company are not consolidated with the balance sheet of the Bank. The investment in the company is not deducted from the capital funds of the Bank but is assigned risk weights as an investment.
Name of the Head of the Banking group to which the framework applies- THE KARNATAKA BANK LIMITED
2. CAPITAL STRUCTURE:
The Bank's shares are listed on the National Stock Exchange of India Limited and the BSE Limited. During Q4 of FY 2025-2026, the Bank has issued 41,218 equity shares upon exercise of vested stock options under employee stock options (ESOPs). a. Breakup of Capital Funds
The Tier I Capital of the Bank comprises of
(Rs in Crore)
The Tier II Capital of the Bank comprises of
The Total capital comprises of:
Details of the aggregate amounts of the Bank's total interests in insurance entities, which are risk-weighted:
* As per latest financials disclosed in their website/MCA, i.e., up to March, 2026
Based on revised investment norms, Investment in Joint Venture is part of Banking Book and risk weighted as part of Credit Risk.
b. TABLE DF-2: CAPITAL ADEQUACY: ASSESSMENT OF CAPITAL ADEQUACY:
1. Qualitative Disclosures:
An assessment of the capital requirement of the Bank is carried out through comprehensive projections of future business that takes cognizance of the strategic intent of the Bank, profitability of particular business and opportunities for growth. The proper mapping of credit, operational and market risks to this projected business growth enables assignment of capital that not only adequately covers the minimum regulatory capital requirements but also provides headroom for growth. The calibration of risk to business is enabled by a strong risk culture in the Bank aided by effective, technology based risk management systems.
2. Quantitative Disclosures:
A summary of the Bank's Capital requirement under Basel III for credit, market and operational risk and the capital adequacy ratio is detailed below.
3. RISK MANAGEMENT: OBJECTIVES AND ORGANIZATION STRUCTURE
The various risks taken by the Bank during the course of the business development are identified, assessed, measured, controlled, monitored, mitigated and reported effectively. The key components of the Bank's risk management rely on the risk governance architecture, comprehensive processes and internal control mechanism. The Bank's risk governance architecture focuses attention on key areas of risk such as credit, market and operational risk and quantification of these risks wherever possible for effective and continuous monitoring. a. Objectives and Policies
The Bank's risk management processes are guided by well-defined policies appropriate for various risk categories, independent risk oversight and periodic monitoring through the sub-committees of the Board of Directors. The Bank has a well-documented Board approved 'Policy on Risk Management' in place. The Board sets the overall risk appetite and philosophy for the Bank. The Board of Directors, the Risk & Capital Management Committee and the Audit Committee of the Board review various aspects of risk arising from the businesses of the Bank. b. Structure and Organization
The Bank has a risk management system that is centralized with a three track committee approach. The committees are - Credit Risk Committee (CRC), Asset Liability Management Committee (ALCO) and Operational Risk Management Committee (ORMC). Risk & Capital Management Committee (RCMC) evaluates the overall risk factors faced by the bank and directly reports to the Board of directors.
CRC deals with credit policies and procedures, ALCO deals with Asset Liability Management (ALM), Investment and Market Risk policies of the Bank and ORMC formulates policies and procedures for managing operational risk.
4. TABLE DF-3: CREDIT RISK: GENERAL DISCLOSURES CREDIT RISK MANAGEMENT
Qualitative Disclosures
(a) General qualitative disclosure with respect to credit risk
Bank has developed an online comprehensive credit risk rating system for all borrower accounts. Risk rating of borrowers is intended to help banks in quantifying and aggregating the credit risk across various exposures. The Bank has validated its existing rating models and refined/revised the corporate models, besides introduction of specialized lending rating models, retail score card models [Pool based approach], facility rating and Business Rule Engine based KB-96 scorecard are used for digital journey. Accordingly, Bank is rating its credit portfolio as per the criteria laid down for rating in the Policy on Loans & Advances of the Bank. The rating serves as a single point indicator of diverse risk factors of counterparty and for taking credit decisions. The risk rating system is drawn up in a structured manner, incorporating different factors such as borrower and industry specific characteristics. The Bank also undertakes periodic validation exercise of its rating models and also conducts migration and default rate analysis to test robustness of its rating models.
The Bank has formulated a comprehensive Policy on Loans & Advances by incorporating various parameters & prudential limits to manage and control default, transaction and intrinsic/concentration risk. The credit exposures are taken after subjecting the proposals to analysis of various risk factors such as financial risk, industry risk, management risk, business risk, transaction risk etc.
The Bank analyses the migration of borrowers in various risk rating categories to gauge the quality of the loan portfolio. The Bank also conducts periodical review of the loan assets to ascertain conduct of the accounts. The Bank conducts periodical Credit Audit and Stock Audit of large credit exposures to limit the magnitude of credit risk and interest rate risk.
Credit sanction and related processes
Know Your Customer is a leading principle for all business activities. The other components of the credit processes are:
1. Sound credit approval process with well laid credit sanctioning criteria.
2. The acceptability of credit exposure primarily based on the sustainability and adequacy of borrower's normal business operations and not based solely on the availability of security.
3. Portfolio level risk analysis and reporting to ensure optimal spread of risk to prevent undue risk concentration across any particular industry segments and monitor credit risk migration.
4. Sector specific studies at periodic intervals to highlight risks and opportunities in those sectors.
5. Industry-wise exposure ceilings based on the industry performance, prospects and the competitiveness of the sector.
6. Separate risk limits for credit portfolios like advances to NBFC and unsecured loans that require special monitoring.
Review and Monitoring
1. All credit exposures, once approved, are monitored and reviewed periodically against the approved limits. Borrowers with lower credit rating are subject to more frequent reviews.
2. Credit monitoring involves independent review of credit risk assessment, compliance with internal policies of the Bank and with the regulatory framework, compliance with the sanction terms and conditions and effectiveness of loan administration.
3. Customers with emerging credit problems are identified early and classified accordingly. Remedial action is initiated promptly to minimize the potential loss to the Bank.
Concentration Risk
The Bank controls concentration risk by means of appropriate sectoral limits and borrowers limits based on creditworthiness. The Bank also captures the Concentration risk by monitoring the geographical exposure.
Large exposures to individual clients or group
The Bank has individual borrower-wise exposure ceilings based on the internal rating of the borrower as well as group-wise borrowing limits. The Bank monitors the level of credit risk (Low/Moderate/High) and direction of change in credit risk (increasing /decreasing/ stable) at the portfolio level.
Definition of Non-Performing Assets
Bank has adopted the definition of the past due and impaired assets (for accounting purposes) as defined by the regulator for income recognition and asset classification norms.
Quantitative Disclosures
Exposures
(b) Total gross credit exposure including geographic distribution of exposure
(c) Geographic distribution of credit exposure
While determining level and direction of credit risk, parameters like percentage of low- risk credit (investment grade and above) to credit risk exposure and migration from investment to non-investment grade (quantum as percentage of credit risk exposure) are also considered. The Bank monitors the rating-wise distribution of its borrowers also.
(d) Exposure to Industries:
Industry analysis plays an important part in assessing the concentration risk within the loan portfolio. Particular attention is given to industry sectors where the Bank believes that there is a high degree of risk or potential for volatility in the future. The Bank has fixed internal limits for aggregate commitments to different sectors so that the exposures are evenly spread over various sectors.
The credit policy deals with short term as well as long term approach to credit risk management. The policy of the Bank embodies in itself the areas of risk identification, risk measurement, risk grading techniques, reporting and risk control systems /mitigation techniques, documentation practice and the system for management of problematic loans.
Distribution of Credit Exposure by Industry sector
( H in Crore)
The details of the industry wherein the Bank's exposure in the related Industry has exceeded the 5 per cent of total gross credit exposure is furnished below.
(e) Maturity pattern of assets – 31.03.2026
Classification of Non-Performing Advances
(i) Movement of NPAs (Gross)
Non Performing Investments and movement of provision for depreciation on Investments
(n) Major Industry break up of NPA
Geography wise Distribution of NPA and Provision
TABLE DF-4: CREDIT RISK: DISCLOSURE FOR PORTFOLIOS SUBJECT TO THE STANDARDIZED APPROACH Qualitative Disclosures
Large corporate borrowers and Public Sector Enterprises are being encouraged to solicit ratings from approved external rating agencies and wherever such ratings are available, the Bank uses the same in assigning risk weights. Bank has approved 7 domestic credit rating agencies identified by RBI i.e. CRISIL, CARE, India Ratings and Research Private Limited (earlier FITCH India), ICRA, Brickwork, Acuite Ratings & Research Ltd (Earlier SMERA Ratings Limited) and Infomerics Valuation and Rating Pvt Ltd (INFOMERICS). The ratings available in public domain are mapped according to risk profile and specific risk characteristics of each rating grade of respective agencies as envisaged in RBI guidelines.
The credit exposure [fund based & non-fund based] after risk mitigation (subject to the standardized Approach) in different risk buckets are as under:
5. TABLE DF-5: CREDIT RISK MITIGATION: DISCLOSURES FOR STANDARDIZED APPROACH
As stipulated by the RBI guidelines, the Bank uses the comprehensive approach for collateral risk mitigation. Under this approach, the Bank reduces its credit exposure to counterparty when calculating its capital requirements to the extent of risk mitigation provided by the eligible financial collateral as specified in the Basel guidelines.
Types of eligible financial collateral / Guarantors:
The Bank recognizes only specified types of financial collateral and guarantees (counter-guarantors) for providing capital relief in line with Basel II guidelines on credit risk mitigation.
This includes cash, Bank own deposits, gold (including bullion and jewellery, subject to collateralized jewellery being notionally converted/benchmarked to 99.99 per cent purity), securities issued by the Central and State Governments, Kisan Vikas Patra,
National Savings certificates, life insurance policies with a declared surrender value which is regulated by IRDA, certain debt securities rated by a recognized credit rating agency, certain debt securities not rated but issued by Banks and listed on a recognized exchange and are classified as senior debt, certain mutual fund units where daily Net Assets Value (NAV) is available in public domain.
Eligible Guarantors (counter-guarantors):
Credit protection given by the following entities is recognized: i) Sovereigns, sovereign entities (including BIS, IMF, European Central Bank & European Community as well as permitted MDBs, ECGC, CRGFTLIH, CGTMSE & individual schemes under NCGTC which are backed by explicit central government guarantee), Banks and primary dealers with a lower risk weight than the counterparty.
ii) Other entities that are externally rated except when credit protection is provided to a securitization exposure. This would include credit protection provided by parent, subsidiary and affiliate companies when they have a lower risk weight than the obligor.
iii) When credit protection is provided to a securitization exposure, other entities that currently are rated BBB- or better & that were externally rated A- or better at the time the credit protection was provided. This would include credit protection provided by parent, subsidiary & affiliate companies when they have a lower risk weight than the obligor.
iv) In case of securitization transactions, SPEs are not recognized as eligible guarantors.
The extent of total credit exposure (under the standardized approach) covered by eligible financial collaterals after application of haircuts are furnished below: (Rs in Crore)
6. TABLE DF-7: MARKET RISK IN TRADING BOOK
The Bank has put in place Board approved Integrated Treasury Policy, Asset Liability Management (ALM) policy, Market Risk Management Policy, and Fund Transfer Pricing Policy for effective management of market risk in the Bank. The objective of Integrated Treasury Policy is to assess and minimize risks associated with treasury operations by extensive use of various risk management tools. Broadly, it encompasses Policy prescriptions for managing systemic risk, credit risk, market risk, operational risk, and liquidity risk in treasury operations.
For market risk arising out of various products in treasury and its business activities, the Bank has set regulatory/ internal limits and ensures the adherence thereof. Migration of ratings is tracked regularly. Limits for exposures to counterparties, industries and countries are monitored and the risks are controlled through Stop Loss Limits, Overnight limit, Daylight limit, Aggregate Gap limit, Individual gap limit, Value at Risk (VaR) limit for Forex, Inter-bank dealing and various investment limits. For Market Risk Management, the Bank has a Mid Office, which functions in the Risk Management Department.
The Board, RCMC & ALCO are overseeing the market risk management of the Bank, procedures thereof, implementing risk management guidelines issued by regulator, best risk management practices followed globally and ensures that internal parameters, procedures, practices/policies, and risk management prudential limits are adhered to.
Liquidity risk of the Bank is assessed through daily gap analysis for maturity mismatch based on residual maturity in different time buckets as well as various liquidity ratios and management of the same is done within the prudential limits fixed thereon. Advance techniques such as Stress testing, simulation, sensitivity analysis etc. are conducted on regular intervals to draw the contingency funding plan under different liquidity scenarios.
Fund Transfer Pricing Policy which lays down methodology/ assumptions on which profitability of the branches/ products/ customers is measured, and the FTP results are being used for effective decision making.
Bank has adopted the Standardized Duration Approach as prescribed by RBI for computation of capital charge for market risk and is fully compliant with such RBI guidelines.
The capital requirements for market risk are detailed below:
7. TABLE DF-8: OPERATIONAL RISK
Strategies and Processes: Bank has initiated several measures to manage operational risk through identification, assessment and monitoring of inherent risks in all its business processes. A framework has been laid to capture loss data which can be mapped to operational risk events to measure the impact quantitatively. Bank has put in place a hierarchical structure to effectively manage operational risk through the formation of internal committee viz., Operational Risk Management Committee (ORMC).
Scope and Nature of Operational Risk Reporting and Measurement Systems
A systematic process for reporting risk events, key risk indicators, loss events, "near misses" and non-compliance issues relating to operational risks have been developed and implemented. The information gathered will be used to develop triggers to initiate corrective actions to improve controls. All critical risks and potential loss events are reported to the senior Management/ ORMC/RCMC as appropriate for their directions and suggestions.
Policy on Operational Risk Management approved by the Board of Directors details the framework for hedging and/or mitigating operational risk in the Bank. As per the policy, all new Products/Procedure/Process are vetted by the Product/Process/ Procedure Approval Committee to identify and assess potential operational risks involved and suggest control measures to mitigate the risks.
Approach for Operational Risk Capital Assessment
Bank is currently computing capital charge for Operational Risk under Basic Indicator Approach. Further, RBI has issued the final Master Directions on Minimum Capital Requirements for Operational Risk mandating a new approach for calculating operational risk capital - "New Standardized Approach". However, the date of implementation for new guidelines is yet to be communicated.
8. TABLE DF-9: INTEREST RATE RISK IN THE BANKING BOOK (IRRBB)
The interest rate risk is viewed from two perspectives i.e. 'Earnings Perspective' and 'Economic Value Perspective'. Generally, the former is measured using Earnings-at-Risk (EaR) under Traditional Gap Analysis (TGA) and the latter is measured through changes in the Market value of Equity (MVE) under Duration Gap Analysis (DGA).
Earnings-at-Risk (EaR): All the Rate Sensitive Assets (RSA) and Rate Sensitive Liabilities (RSL) maturing/re-pricing up to 1 year are bucketed as per Traditional Gap Analysis (TGA) and EaR analysis is conducted by applying various shocks on product-wise weighted average interest rates in each time band. EaR is quantified by changes in the NII and NIM in comparison with the previous financial year end.
Impact on Market Value of Equity (MVE): Impact on Market Value of Equity (MVE) is analyzed through Duration Gap Analysis (DGA) which involves bucketing of market value of all Rate Sensitive Assets and Rate Sensitive Liabilities as per residual maturity/ re-pricing in various time bands and computing Modified Duration Gap. Accurate method is adopted for computing the market value by discounting each cash flow of all Rate Sensitive Assets (RSA) and Rate Sensitive Liabilities (RSL) with various discount curves as suggested by RBI. Notional interest rate shocks are applied on the resultant Modified Duration Gap to arrive at the changes in the Market Value of Equity (MVE).
Prudential limits have been fixed for changes in NIM and MVE for 200bps shock in the interest rates and monitored on a monthly basis.
Earning at Risk for 200 bps interest rate shock is estimated at 670.34 Crore and change in the Market value of Equity for 200 bps interest rate shocks is 8.79%.
9. TABLE DF-10: GENERAL DISCLOSURES FOR EXPOSURE RELATED TO COUNTER-PARTY CREDIT RISK
Counterparty Credit Risk exposures for banks are assessed based on Bank's business requirements and considering counterparty Bank's parameters such as CRAR, net worth, NPA level etc. Counterparty exposures for other entities are assessed subject to exposure ceilings as per the Policy on Loan & Advances of the Bank. Capital for Counterparty Credit Risk exposure is assessed based on Standardized Approach.
The Bank does not recognize bilateral netting. The credit equivalent amount of derivative exposure is calculated using Current Exposure Method and the balance outstanding as on 31.03.2026 is as under:
10. TABLE DF-11: COMPOSITION OF CAPITAL:
Notes to the Template
TABLE DF 12 Composition of Capital– Reconciliation requirements (on 31.03.2026)
Step 1
Step 2
Disclosures pertaining to main features of equity and debt capital instruments and the terms and conditions of equity and debt capital instruments have been disclosed separately on the Bank's website under 'Regulatory Disclosures Section'.
11. Table DF-15: DISCLOSURE REQUIREMENTS FOR REMUNERATION a) Qualitative Disclosure
Sl
Information No
(a) Information relating to the composition and mandate of the Nomination and Remuneration Committee.
The Nomination & Remuneration Committee (NRC) consists of four Directors. The terms of reference of the Nomination and Remuneration Committee of the Board are as follows: i. Under Companies Act, 2013:
1. Identification of 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 for their appointment and/or removal.
2. Undertake the due diligence of candidates before their appointment/re-appointment as directors.
3. Formulate the criteria for determining qualification, positive attributes and independence of a director, key managerial personnel and other employees.
4. Recommend to the Board the policy for evaluation of performance of directors.
5. To oversee the framing, review and implementation of the Compensation Policy of the Bank on behalf of the Board.
6. Such other matters as may be delegated by the Board from time to time. ii. Under SEBI (LODR) Regulations, 2015
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; 1A).For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.
2. Formulation of criteria for evaluation of performance of independent directors and the board of directors;
3. Devising a policy on diversity of board of directors;
4. 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.
5. 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.
6. Recommend to the board, all remuneration, in whatever form, payable to senior management.
(b) Information relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy.
Compensation Policy aims to attract and retain the right candidates in the Bank. The policy is designed to support key business strategies and create a strong, performance-orientated environment besides providing reasonable remuneration commensurate with the growth of the Bank, keeping in mind the circulars issued by the RBI in the matter. It also ensures effective governance of compensation, alignment of compensation with prudent risk taking, effective supervisory oversight and stakeholder engagement. The Policy read with Policy on Human Resource Management of the Bank aims at facilitating effective succession planning in the Bank.
(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.
A wide variety of measures of credit, market and liquidity risks are used by Bank in implementation of risk adjustment. The risk adjustment methods have both quantitative and qualitative elements. Compensation outcomes are symmetric with risk outcomes and compensation pay-outs are sensitive to the time horizon of the risk.
(d) Description of the ways in which the bank seeks to link performance during a performance measurement period with levels of remuneration.
The performance-based remuneration motivates and rewards high performers who strengthen long-term customer relations and generate income and shareholder value. The Bank's Compensation Policy stipulates that while designing the compensation package to WTDs & Material Risk Takers, it is ensured that there is a proper balance between Fixed Pay and Variable Pay. While fixing the Variable Pay, performance parameters under financial and non-financial areas of operations (including risk adjustment) are assessed.
(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.
As per the Bank's Compensation Policy, effective pay cycles commencing from April 2020, the maximum permissible variable pay is at 200% of the fixed pay for WTDs, which is split into cash (50%) and share linked components (50%). Further, in each of these components, 60% of the Variable Pay is deferred to be vested over a period of three years in the ratio of 30:30:40. In case of Material Risk Takers (MRTs), the maximum permissible limit of variable pay is at 100% of Fixed Pay with similar deferral arrangement. The policy also provides that the deferred 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 and the policy has identified certain set of situations which, if triggered, empower the NRC/Board of Directors to invoke malus/clawback clauses. The payment of Variable Pay to the WTDs is subject to prior approval of the RBI.
(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.
The variable pay is split into equal components of cash and share linked instruments to have proper mix of remuneration. The share linked instruments act as a retention and motivation tool and provide the incumbent with a sense of belongingness with the Bank.
b) Quantitative Disclosures
General Quantitative Disclosure
TABLE 1
TABLE 2
*In the above table the monetary value of Share Linked remuneration of MD and ED is fully deferred (100%) and allocated in a 30:30:40 ratio, to be distributed over the subsequent three years.
^ Gross Salary as per Pay slip.
12. TABLE DF-16: EQUITIES – DISCLOSURE FOR BANKING BOOK POSITIONS
The risk oversight relating to the equity portfolio is part of the overall independent risk management structure of the Bank and is subjected to the risk management processes and policies along with Integrated Treasury Policy approved by the Board of Directors of the Bank.
In accordance with the RBI guidelines, entire investment portfolio of the Bank including equity investments is classified on the date of purchase as:
AFS - Available for Sale and
HTM - Held to Maturity.
FVTPL - Fair Value through Profit and Loss
HFT- Held for Trading (sub-category of FVTPL)
SUBSIDIARY
Investments classified under HTM category are carried at their acquisition cost and not marked to market. Any discount or premium on the securities under HTM are amortised over the remaining life of the instrument.
Profit on sale of investment in the HTM category will be first taken to the Profit and loss account and thereafter be appropriated to the 'Capital Reserve Account'. The amount so appropriated would be net of taxes and the amount required to be transferred to statutory reserves. Loss on sale of HTM will be recognized in the profit and loss account.
The Bank has classified investments in PE/VC/AIF for H 13.70 Crore under FVTPL portfolio as on March 31 st 2026, as per prudential guidance.
13. LEVERAGE RATIO
Qualitative Disclosure:
Under Basel III, a simple, transparent, non-risk-based ratio called leverage ratio has been introduced which is calibrated to act as a credible supplementary measure to the risk-based capital requirements. This ratio acts as a "backstop" measure to the risk-based capital requirements and constrains the build-up of leverage in the banking sector.
The Leverage Ratio is computed as:
Capital Measure (Tier I capital) Leverage Ratio = ---------------------------------------- Exposure Measure
The capital measure is the Tier 1 capital of the risk-based capital framework, taking into account various regulatory adjustments/ deductions and the transitional arrangements. The exposure measure is the sum of on-balance sheet exposures, derivative exposures, securities financing transaction (SFT) exposures and off-balance sheet items.
TABLE DF 17: SUMMARY COMPARISON OF ACCOUNTING ASSETS VS. LEVERAGE RATIO EXPOSURE MEASURE:
TABLE DF-18: LEVERAGE RATIO COMMON DISCLOSURE
14. LIQUIDITY COVERAGE RATIO (LCR)
Bank is computing LCR on a daily basis in line with the RBI circular dated November 28, 2025 on Asset Liability Management Directions. These guidelines ensure that banks maintain sufficient amount of High-Quality Liquidity Assets (HQLAs) to survive 30 days stress scenario so that banks can take corrective measures within such period. These HQLAs have to be 100% of the net cash outflows.
The necessary system has been put in place to compute LCR and Bank's strategy would be to maintain LCR well above the regulatory minimum levels ahead of the stipulated timelines.
The Bank during the three months ended March 31, 2026, maintained average HQLA (after haircut) of H 24,647.48 crores
( H 23,217.64 crores as on March 31, 2025). HQLA primarily includes government securities in excess of minimum statutory liquidity ratio (SLR), 2% of NDTL under "marginal standing facility (MSF)", 16% of NDTL under "facility to avail liquidity for LCR (FALLCR)", investments under Corporate bonds & commercial papers rated "AA- and above".
The weighted cash outflows are primarily driven by deposits from retail & small business customers, unsecured wholesale funding which includes non-operational deposits and unsecured debt. During the three months ended March 31, 2026, funding from "retail & small business customers" and "non-operational deposits" contributed 45.44% & 37.77% to the total weighted cash outflows respectively. The other contingent funding obligations primarily include bank guarantees (BGs) and letters of credit (LCs) issued on behalf of the Bank's clients.
The average LCR of the Bank for the three months ended March 31,2026, was 165.34% (March 31, 2025: 162.50%).
As of March 31,2026, top liability products/instruments and their percentage contribution to the total liabilities of the Bank were term deposits: 55.83%, savings account deposits: 22.25% and current account deposits: 6.02%. The Bank has consistently maintained a robust funding profile with a significant portion of funding through deposits. Top 20 depositors constituted 2.74% of total deposits of the Bank as of March 31, 2026, indicating a healthy and stable deposit profile.
In addition to daily/ monthly LCR reporting, Bank prepares daily Structural Liquidity Statements to assess the liquidity needs of the Bank on an ongoing basis.
Bank's Asset Liability Management Committee (ALCO) is empowered to monitor and form suitable strategies to maintain stipulated levels of LCR by channelizing funds to target good quality asset and liability profile to meet Bank's profitability as well as liquidity requirements. Funding strategies are formulated by the Integrated Treasury in accordance with ALCO guidance. The objective of the funding strategy is to achieve an optimal funding mix which is consistent with prudent liquidity, diversity of sources and servicing costs. Accordingly, Integrated Treasury estimates daily liquidity requirement. With the help of structural liquidity statement prepared by Bank, Integrated Treasury evaluates current and future liquidity requirement and takes necessary action.
Quantitative Disclosure:
(H in Crore)
* Average is calculated based on the previous 3 months (90 Days) data points.
15. NET STABLE FUNDING RATIO (NSFR)
The NSFR is defined as the "amount of available stable funding relative to the amount of required stable funding" and it promotes resilience over a longer-term time horizon by requiring banks to fund their activities with more stable sources of funding on an ongoing basis. The primary objective of NSFR is to ensure that banks maintain a stable funding profile in relation to the composition of their assets and off-balance sheet activities, promoting funding stability. Bank is required to maintain NSFR of above 100%. The implementation is effective from 1 st October, 2021.
The major components of the Available Stable Funding (ASF) are the capital base, retail deposit base, and funding from non-financial companies and long-term funding from institutional clients. The total weighted Available Stable Funding (ASF) is primarily driven by capital at 12.36%, retail deposits (including deposits from small business customers) at 82.96% and wholesale funding was 2.79%. The Stable Funding required for performing loans and securities constituted 76.65% of the total weighted RSF. The stock of High-Quality Liquid Assets which majorly constitutes cash and reserve balances with the RBI, government securities. Accordingly, Stable Funding required for the HQLA constituted only 1.81% of the total weighted RSF. Off- balance sheet constituted 1.14% of the Required Stable Funding.
Bank's NSFR stood at 150.57% as at quarter ended March 31, 2026 (March 31, 2025: 146.53%) and the same is above the minimum regulatory requirement of 100%. The Available Stable Funding (ASF) as on 31 st March 2026 stood at H1,08,753.82 Crores (March 31, 2025: H1,01,587.32 Crores) and amount of Required Stable Funding (RSF) as on
31 st March 2026 was H72,230.22 Crores (March 31, 2025: H69,327.34 Crores).
ANNUAL REPORT ON CSR ACTIVITIES
1. Brief outline on CSR Policy of the Company.
Business organizations are an integral part of society. Every decision taken while doing the business involves financial implications and social and environmental consequences. Karnataka Bank is a socially responsible and commercially viable time-tested organization. We strongly believe that usefulness of existence of an entity is best judged not from the financial numbers it reports over a period of time but its relevance to the society as judged by the Stakeholders. We believe in the principle of sharing the earnings. CSR is the process aimed at embracing the responsibility for the actions of the Bank and encourages a positive impact through our activities on the environment, consumers, employees, communities, stakeholders and all other members of the public. The area of focus for our CSR activities include the three areas, viz. Education, Healthcare and Environmental Sustainability.
2. Composition of CSR Committee:
*After the induction of Mr. Raghavendra Srinivas Bhat as member of CSR Committee, only 3 meetings of CSR Committee were held during the FY 2025-26.
3. Web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company.
Composition of CSR Committee: https://karnatakabank.bank.in/investors/corporate-governance
CSR Policy: https://karnatakabank.bank.in/investors/policies-codes
CSR Projects approved by the board: https://karnatakabank.bank.in/csr
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.
Not applicable
5. (a) Average net profit of the company as per sub-section (5) of section 135.: Rs 1,54,812.66 lakh.
(b) Two percent of average net profit of the company as per sub-section (5) of section 135.: Rs 3096.25 lakh. (c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years. : Nil (d) Amount required to be set-off for the financial year, if any. : Rs 11.68 lakh
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. : Rs 3,084.57 lakh.
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).: Rs 3,039.21 lakh (b) Amount spent in Administrative Overheads. Rs 63.33 lakhs.
(c) Amount spent on Impact Assessment, if applicable. Not applicable (d) Total amount spent for the Financial Year [(a)+(b)+(c)].: Rs 3102.54 lakhs.
(e) CSR amount spent or unspent for the Financial Year:
(f) Excess amount for set-off, if any:
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub- section (5) of section 135.
For the Financial Year 2025-26, the Bank has spent a total amount of H3,102.54 lakhs towards CSR activities. Out of the total amount, H1,136.65 lakhs remain undisbursed as the amount pertains to the ongoing CSR projects.
In accordance with the provisions of the Companies Act, 2013, a separate current account was opened for the undisbursed amount pertaining to ongoing CSR projects, and the said amount of H1,136.65 lakhs was transferred to the said account on 29.04.2026, within the prescribed timeline.
Raghavendra Srinivas Bhat
(Managing Director & CEO). DIN: 11165725
P Pradeep Kumar
Independent Director DIN: 03614568 (Chairman - CSR Committee)
ANNEXURE-III
Form AOC- 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures
PART-A
SUBSIDIARIES
(Information in respect of each subsidiary to be presented with amounts in H)
*Date of incorporation
(Amount in H Crore)
# Provision for taxation is H0.34 lakhs.
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations- Nil
2. Names of subsidiaries which have been liquidated or sold during the year.- Nil
3. Part B of the Annexure is not applicable as there are no Associate Companies/ Joint ventures of the Bank as on 31 st March, 2026.
4. The reported figures of the subsidiary are as per the audited financial statements prepared for the consolidation in accordance with AS 21, Consolidated Financial Statements.
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