Dear Shareholders,

It gives the Board pleasure to place before you the highlights of your Bank's performance during the financial year 2022-23. Details of the achievements and initiatives taken by the Bank are provided in the 96^th Annual Report of the Bank along with the Audited Balance Sheet as at March 31,2023 and the Profit and Loss Account for the year ended on that date.

Bank's performance Highlights for the financial year ended March 31,2023 are as follows:

' in Crore

> Bank has 253 branches as on 31st March, 2023 spread across 14 States and 1 Union Territory (Chandigarh).

> Out of 253 branches, 19 branches are in rural category, 110 in Semi Urban, 66 in Urban and 58 in Metropolitan Category,

> Bank had 270 ATMs and 17 Business Correspondents as on March 31,2023,

> Bank opened 8 new branches during the financial year - Manathavady, Cherpulassery, Koyilandy and Mattannur in Kerala State, Thanjavur and Tirunelveli in Tamil Nadu State, Karimnagar in Telangana State and Kurnool in Andhra Pradesh State,

> Bank has obtained in-principle approval from Reserve Bank of India for opening of 12 more branches,

Total business of the Bank improved by 11,32% to reach '23,205,38 Crore as on 31,03,2023, from t20,846,47 Crore as on 31,03,2022,

Deposits recorded a growth of 7,65 % to reach '13,351,65 Crore as on 31^st March 2023 against '12,402,89 Crore as on 31^st March 2022, CASA to Total deposits as on 31^st March 2023 was 31,90%,

Bank's Gross advance stood at '9853,73 Crore as on 31,3,2023 against '8443,58 Crore as on 31,03,2022, registering a growth of 16,70%, CD Ratio improved from 68,08% to 73,80% on Y-o-Y basis,

Annual Net Interest Income increased from '362,31 Crore as on 31^st March 2022 to '475,76 Crore, as on 31^st March 2023 registering a growth of 31,31%, Non-Interest income as on 31^st March 2023 was at '74,51 Crore against '169,12 Crore as on 31^st March 2022, The reduction was due to Mark to Market (MTM) depreciation on revaluation of investments of '40,08 crore as on March 31, 2023 against write back of MTM of '67,35 crore as on March 31, 2022, NIM improved from 3,00% to 3,60% on Y-o-Y basis, Total Income (Interest Income + Other Income) increased by '59,99 Crore with growth of 5,53% on Y-o-Y basis, Cost to Income Ratio as on March 31,2023 was 77,61% against 74,73% as on March 31,2022,

Operating profit during the year was '123,20 Crore as against '1 34,30 Crore during the previous year, The Bank declared a net Profit of '49,36 Crore during the year under report and for the previous year, the Bank had declared a net profit of '35,90 Crore,

Bank's Paid-up capital and reserves was '961,15 Crore as on 31,03,2023, The capital adequacy ratio as per Basel III was 12,32% with Core CRAR of 10,55%,

The Board had not recommended any dividend for the financial year 2022 - 2023,

Gross NPA and Net NPA percentage stood at 5,19% and 1,16% respectively as on 31,03,2023 against 6,32% and 2,85% as on 31,03,2022,

The provision coverage ratio (PCR) as on 31.03.2023 was 90.61% which was 80.64% in the previous year.

Our Vision: “Banking on Relationships forever”.

Our Mission: To Become a Strong and Innovative Bank with Integrity and Social Responsibility to Maximize Customer Satisfaction as well as that of the Employees, Shareholders and the Society,

The Bank accords high importance to the quality of customer service rendered across its branches/offices. The Bank initiated a series of measures during the year through deployment of technology and significantly enhancing service quality, A well-defined and full-fledged Customer Grievance Redressal Mechanism has been put in place in the Bank.

The Customer Service Committees comprising of Bank personnel as well as our constituents monitor the implementation of customer service measures periodically. Customer Service Committee of the Board has been formed at the apex level and committees at branches for monitoring service quality and bringing about improvements in this area on an ongoing basis. The Bank has a 24 x 7 Phone Banking Call Centre at Chennai to cater to customer needs across the country.

During the financial year 2022-23, the Bank received 6,101 complaints as against a total of 14,005 complaints received in the previous financial year.

• Bank entered into Fintech based business for micro lending, under priority sector lending.

• Revamped internet banking platform 'Dhan Delight' and mobile banking platform 'Dhan Smart' launched with enhanced security via multi-factor authentication, biometric login and Self-registration functionalities.

• In-app authentication (Smart ID) mechanism to authenticate transactions without relying on SMS based OTP for digital transactions.

• E-Mandate using AADHAAR authentication of recurring payment mandates to customers.

• Public Funds Management System and Wage Protection System platform integrated with new application for Real-time processing of govt. and wage protection system transactions.

• Launched new Education Loan Scheme “Dhanam Vidya Kiran”.

• Bank introduced RuPay Classic EMV Chip Debit Cards to customers which provides exclusive benefits and convenience to the Debit Card users.

• Bank integrated with ICEGATE portal for customs duty payments through retail internet banking platform.

• Signed MOU with Ministry of Agriculture & Farmers Welfare (MoA & FW), Delhi for lending under Agriculture Infrastructure Development Scheme.

• Bank has installed E-Kanika/E-Hundi at selected temples for hassle free offerings for devotees.

The Bank transferred the entire pending unclaimed dividend amount to the Investor Education and Protection Fund (IEPF) during the financial year 2018-19. There was no amount of dividend pending to be transferred to the fund in the financial year 2022-23.

In terms of Section 124 (6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, it may be noted that if the dividends have been unpaid or unclaimed for seven consecutive years or more the underlying shares shall be transferred to the IEPF Demat Account maintained with depositories. Upon transfer of such shares to IEPF account, all benefits (eg. bonus, spilt, etc.), if any, accruing on such shares shall also be credited to the IEPF Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. The members/claimants whose shares, unclaimed dividend etc., have been transferred to IEPF may claim the shares or apply for refund by making an application to IEPF Authority as per the procedure prescribed in the IEPF Rule.

The Equity shares of the Bank are listed on BSE Ltd., and National Stock Exchange of India Ltd. The Bank confirms that it has paid the listing fees to all the Stock Exchanges for the financial year 2023-24.

The Bank has zero tolerance approach towards any action on the part of any executive/employee which may fall under the ambit of “Sexual Harassment” at work place, and is fully committed to uphold and maintain the dignity of woman staff working in the Bank. The policy provides for protection against sexual harassment of women at work place, prevention and redressal of such complaints. All the employees (permanent, contractual, temporary, trainees) are covered under this policy,

Number of complaints pending at the beginning of the financial year - Nil

Number of complaints filed during the financial year - Nil

Number of complaints pending at the end of the financial year - Nil

The Bank has no employee whose particulars are required to be given in terms of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of the remuneration of each Director to the median employees' remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

The Bank supports and pursues the 'Green Initiative' of the Ministry of Corporate Affairs. All the documents including the notice and explanatory statement of Annual General Meeting, Audited Financial Statements, Directors' Report and Auditors' Report are being sent electronically to all shareholders who have registered their e-mail addresses with their Depository Participants or with the Bank's Registrar & Transfer Agents. Shareholders holding shares in electronic form are requested to update their 'e-mail' addresses in their respective DP accounts. Shareholders holding shares in physical form are requested to update their 'e-mail' addresses with Bank's Registrar and Transfer Agents by a written request for enabling the Bank to ensure electronic dispatch the aforesaid documents.

The composition of the Board of Directors of the Bank is in accordance with the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Banking Regulation Act, 1949, guidelines issued by the Reserve Bank of India and the best practices of Corporate Governance. As on March 31,2023, the Board comprised of 10 Directors including Managing Director & CEO, 7 non-executive Directors and 2 nominee Directors. All the Directors have rich experience and specialized knowledge in various sectors like banking, risk management, agriculture & rural economy, small scale industry, information technology, economics, accountancy, etc. The remuneration/sitting fees paid to the Directors during the year are disclosed in the Report on Corporate Governance.

There were 6 independent Directors on the Board of the Bank as on March 31, 2023. Declarations have been taken from Independent Directors as required under the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and RBI guidelines.

1. Dr. (Capt.) Suseela Menon R., Independent Director of the Bank, resigned from the Board of Directors of the Bank w.e.f. May 01 , 2022 due to personal reasons and professional commitments and there were no other material reasons for the resignation.

2. RBI has appointed Sri Yarasi Jayakumar as Additional Director on the Board of the Bank, in place of Dr. G. Jagan Mohan, for a period of two years from May 30, 2022 to May 29, 2024 or till further orders, whichever is earlier.

3. RBI had extended the tenure of Sri D. K. Kashyap for a period of 2 years w.e.f. 28.09.2022 to 27.09.2024 or till further orders of RBI, whichever is earlier.

4. Sri K. N. Madhusoodanan, Sri Sreesankar Radhakrishnan and Dr. Nirmala Padmanabhan were appointed as Additional Directors (Independent Category) on the Board of the Bank w.e.f. 09.1 1 .2022. Sri Sridhar Kalyanasundaram was appointed as Additional Director (Independent Category) on the Board of the Bank w.e.f. 05.12.2022. The Shareholders approved their appointment as Independent Directors at the Annual General Meeting held on December 30, 2022, for a period of 5 years w.e.f. December 30, 2022.

5. Ms. Vardhini Kalyanaraman was appointed as Additional Director (Independent Category) on the Board of the Bank w.e.f. 21 .02.2023. The Shareholders approved the appointment of Ms. Vardhini Kalyanaraman as Independent Director of the Bank for a period of five years with effect from May 19, 2023 vide postal ballot.

As on March 31 , 2023, the Bank has an 8 member Audit Committee (including 2 RBI Additional Directors). All the eight members of the Committee were non-executive Directors, with Sri Sreesankar Radhakrishnan as its Chairperson and Sri Gopinathan C. K., Sri G. Rajagopalan Nair, Sri K. N. Madhusoodanan, Dr. Nirmala Padmanabhan, Sri Sridhar Kalyanasundaram, Sri D. K. Kashyap and Sri Yarasi Jayakumar as the other Members. The Committee was constituted in accordance with regulatory requirements. The terms of reference of the Committee are in accordance with the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and RBI guidelines.

The Bank has duly obtained necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence as laid down in the Section 149(6) of the Companies Act, 2013 and Regulation 1 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Bank has also obtained the 'Fit & Proper' declarations from all Directors as prescribed by the Reserve Bank of India. Pursuant to the notification of the Ministry of Corporate Affairs dated October 22, 2019, an online data bank for the independent directors (“Data Bank”) has been rolled out by the Indian Institute of Corporate Affairs. All the Independent Directors of the Bank as on March 31, 2023 have registered themselves in the Data Bank.

The Nomination & Remuneration Committee recommends the appointment/ reappointment/ continuation of Directors to the Board after conducting due diligence of the Directors on the basis of the “fit & proper” criteria prescribed by RBI along with the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Nomination Policy approved by the Board. The Board will take the appropriate action based on the recommendations of the Nomination & Remuneration Committee.

The criteria for determining qualifications, positive attributes and independence of Directors to be appointed/re-appointed or for continuation of Directors include, inter-alia, the following:

• Ensuring that the appointment/re-appointment/continuation is in conformity with the provisions of the Banking Regulation Act, 1949, RBI guidelines, Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• Ensuring that the criteria for independence of Directors as stated in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is complied with, in case of Independent Directors;

• Ensuring that the person does not attract any disqualification as per the Banking Regulation Act, 1949, RBI guidelines, Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• Special knowledge or practical experience in various fields as enumerated in Section 10A(2)(a) of the Banking Regulation Act, 1949 or any other field which may be useful to the Bank;

• Professional knowledge and experience;

• Experience in the field of banking/finance sectors;

• Interest in NBFCs and other entities;

• Relatives connected with the Bank;

• Fund and non-fund facilities availed from the Bank;

• Defaults, if any, by the Director or interested entities with respect to the credit facilities availed from any Bank;

• Professional achievements relevant to the office of Directorship;

• Prosecution, if any, pending or commenced or resulting in conviction in the past against the director and/or against any of the interested entities for violation of economic laws and regulations;

• Criminal prosecution, if any, pending or commenced or resulting in conviction in the past against the Director;

• Any other factors as the Nomination & Remuneration Committee may think fit for the purpose of considering the appointment/re-appointment/continuation as Director.

The Bank has a Board approved Compensation Policy which deals with the compensation & benefits of the Employees of the Bank.

The objectives of the Compensation Policy of the Bank inter-alia includes, to provide a fair and persistent basis for motivating, inspiring and rewarding the employees appropriately, according to their jobs/role size, performance, accomplishments, contribution, skill, aptitude and competence to implement standards on sound compensation practices and incentives and to provide effective governance of compensation payable to the employees, alignment of compensation with prudent risk taking and effective supervisory oversight. The disclosure requirement of the remuneration is separately provided in “Disclosure under Basel III norms.”

The Board considers the recommendations of the Nomination & Remuneration Committee and approves the remuneration, with or without modifications, subject to regulatory approvals. The remuneration payable to Whole-time Directors/MD & CEO is subject to prior approval of the Reserve Bank of India (RBI). Therefore, the remuneration or any revision in remuneration to Whole-time Directors/MD & CEO is payable only after receipt of the approval from RBI.

The non-executive Directors are paid sitting fees for attending each meeting of the Board of Directors or any Committee thereof as approved by the Board, within the permissible limit prescribed under the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other regulatory guidelines, as amended from time to time. The Board while recommending any change in the sitting fees considers various factors like size and complexity of organization, comparison with the peer banks and regulatory guidelines as applicable. Apart from sitting fees, the Bank does not pay any other remuneration to the non-executive Directors.

The total remuneration paid to MD & CEO and non-executive Directors for the financial year 2022-23 is included in the Report on Corporate Governance forming part of this Report.

The Remuneration Policy of the Bank is hosted on the website of the Bank http://www.dhanbank.com/investor_relations/inv_stat_ policy,aspx.

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board as a whole, the individual Directors and various Committees of the Board are undertaken annually. The evaluation of the individual Directors is being done in the absence of the Director being evaluated.

A separate meeting of independent Directors evaluates the performance of non-independent Directors, Chairman and the Board as a whole. The separate meeting of independent Directors is held once in a year.

The criteria for performance evaluation of Directors, Board and its Committees include, inter-alia, the following:

• Attendance at Board and various Committee meetings;

• Participation and contribution in Board and Committee meetings;

• Composition of the Board and its diversity;

• Roles of various Committees of the Board;

• Compliance and understanding of regulatory requirements;

• Contribution to effective corporate governance and transparency in the Bank's operations;

• Updating of Knowledge and familiarization programmes conducted for Directors;

• Appropriateness of decisions made by the Board and its Committees;

• Quality, quantity and timeliness of flow of information to the Board;

• Understanding by individual Directors for their roles and responsibilities as Director;

• Contributions towards the performance and strategies of the Bank;

• Conduct of Meetings;

• Professionalism in the Board and Committees

Ms. Kavitha T. A. has been given additional charge as Chief Financial Officer of the Bank in place of Mr. Ramesh A. J., who voluntarily retired from the services of the Bank on August 08, 2022.

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors of the Bank appointed M/s. V, Suresh Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors to conduct the Secretarial Audit of the Bank for the financial year 2022-23. The Bank has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor is annexed to this report. The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification.

A separate report on Corporate Governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and certificate from Sri V. Suresh, Practicing Company Secretary certifying compliance with the conditions of Corporate Governance are annexed to this report.

A total of 1 7 Board Meetings were held during the year. The Board meetings were held in accordance with the regulatory requirements. The details of the meetings held are provided in the Corporate Governance Report that forms part of this Annual Report.

Pursuant to Section 92 (3) of the Companies Act, 2013 and Section 1 34 (3) (a), the Annual Return is hosted on the Bank's website at https://www.dhanbank.com/investor relations/inv financials. aspx.

The Bank has adopted the “Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions” in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is hosted on the website of the Bank www.dhanbank.com/ investor_relations/inv_stat_policv.aspx.

During the financial year, the Bank did not enter into any related party transactions with its Directors or Key Managerial Personnel or their Relatives that would potentially conflict with and/or adversely affect the interests of the Bank, except the remuneration paid to the Managing Director & CEO, Chief Financial Officer and Company Secretary. There was no related party transaction for which Form AOC-2 was applicable.

There are no material changes and commitments affecting the financial position of the Bank which has occurred between the end of the financial year, i.e., March 31, 2023 and the date of Directors' Report, i.e., September 04, 2023.

Being a Banking Company, the Bank is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

The Bank does not have any subsidiary companies.

During the last three years, there were no penalties or strictures imposed on the Bank by the Stock exchanges(s) and/or SEBI and/ or any other statutory authorities on matters relating to capital market except as disclosed in the Secretarial Audit Report. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Bank or the future operations of the Bank.

This has been dealt with in a separate section in the Annual Report.

The brief outline of the CSR policy of the Bank, overview of the projects taken up by the Bank and other mandatory disclosures are annexed to this Report.

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

(i) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year 2022-23 and of the profit and loss of the Bank for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2023 on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The regulatory provisions relating to the Business Responsibility Reporting are not applicable to the Bank for the financial year ended March 31,2023.

The Board of Directors places on record its gratitude to the Government of India, the governments of various States, the Reserve Bank of India, the Securities and Exchange Board of India, the Registrar of Companies, other regulatory bodies and the Stock Exchanges, where the Bank's shares are listed, for their support and guidance. The Board also places on record its gratitude to the Bank's customers, shareholders, other stakeholders and well-wishers for their valued patronage. The Board further places on record its appreciation for the valuable services rendered by M/s Krishnamoorthy & Krishna moorthy, Statutory Central Auditors of the Bank and M/s V, Suresh Associates, Secretarial Auditors of the Bank. The Board expresses its sincere appreciation for the dedicated services rendered by officers and employees of the Bank at all levels.

By Order of the Board

(Director)

Place : Thrissur Date : 04.09.2023

Place : Thrissur Date : 04.09.2023

Place : Thrissur Date : 04.09.2023

1. Brief outline on CSR Policy of the Company.

Dhanlaxmi Bank Limited is grateful to the society for the support and encouragement in the Bank's growth and development. The Bank believes that no organization can make sustainable development without the patronage from the society, The Bank is committed in the integration of social and environmental concerns in its business operations and also in the interactions with its stakeholders, The Bank shall continue to have among its objectives, the promotion and growth of the national economy and shall continue to be mindful of its social and moral responsibilities to customers, shareholders, employees and society, The Bank is committed to financing the economic and developmental activities of the nation with concern for human rights and environment, The Bank's CSR mission is to contribute to the social and economic development of the community, Through a series of interventions, the Bank seeks to mainstream economically, physically and socially challenged groups and to draw them into the cycle of growth, development and empowerment, The Bank's strategy is to integrate its activities in community development, social responsibility and environmental responsibility and encourage each business unit or function to include these considerations into its operations whether directly or in participation or in association with or jointly with NGOs of repute, trusts, partnership, corporate or any other organization as the Bank deems fit,

2. Composition of CSR Committee as on March 31,2023

3. Provide the 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,

https://www,dhanbank,com/pdf/22-bod_commitees,pdf

Policy: https://www,dhanbank,com/pdf/52-Corporate-Social-Responsibility-Policy,pdf

4. Provide the executive summary along with the weblink(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 Section 135(5): '41.93 Crore

(b) Two percent of average net profit of the company as per Section 135(5): '83,86,440/-

(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: NIL

(e) Total CSR obligation for the financial year (b+c-d): '83,86,440/-

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): '83,86,493/-

(b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if applicable: NIL

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: '83,86,493/-

Amount Unspent (in `)

(f) Excess amount for set-off, if any:

(7) a) Details of Unspent CSR amount for the preceding three financial years:

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): FY 2021-22

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

0>^YES • ^NO

If Yes, enter the number of Capital assets created/acquired Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).

To the extent possible, projects were either implemented or identified as on-going projects for completion in the subsequent financial year.

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DHANLAXMI BANK LIMITED (hereinafter called the Bank). Secretarial Audit was conducted in a manner that provided to us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of DHANLAXMI BANK LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Bank and also the information provided by the Bank, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India. We hereby report that in our opinion, the Bank has, during the audit period covering the financial year ended 31^st March 2023, complied with the statutory provisions listed hereunder and also that the Bank has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. DHANLAXMI BANK LIMITED (“the Bank”) for the financial year ended on 31^st March 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Bank during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Bank during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Bank during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021; (Not applicable to the Bank during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Bank during the audit period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2021; (Not applicable to the Bank during the audit period)

Other Laws specifically applicable to this Bank is as follows:

(vi) The Reserve Bank of India Act, 1934;

(vii) The Banking Regulation Act, 1949;

(viii) The Banking Companies Regulation (Companies Rules), 1949;

(ix) The Banking Companies (Period of preservation of Records) Rules, 1985;

To,

The Members Dhanlaxmi Bank Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Bank. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Bank.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some Misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Bank nor of the efficacy or effectiveness with which the management has conducted the affairs of the Bank.

For V. Suresh Associates

Practising Company Secretaries

Senior Partner FCS No. 2969 C.P No. 6032

Place : Chennai Peer Review Cert. No.: 667/2020

Date : 26.05.2023 UDIN: F002969E000395020