Your Board of Directors (the “Board”) have pleasure in
presenting you the 104th Annual Report of CSB Bank
Limited (“CSB Bank/ the Bank”) together with the Audited
Financial Statements, Independent Auditors' Report and
the Report on the business and operations of the Bank for
the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE AND STATE OF THE BANK’S
AFFAIRS

The financial highlights of the Bank for the financial year
under review, are presented below:

BUSINESS STRATEGY OVERVIEW

Your Bank is primarily driven by the Sustain Build Scale (SBS)
2030 strategy, which was rolled out in FY 2022, with a clearly
defined implementation horizon of eight years. SBS 2030
encompasses your Bank's long-term vision to become a mid¬
sized new age bank by FY 2030, with an ambitious objective of
eventually positioning itself as the “Bank of the Future (BoTF)”.
The vision is being rolled out in 3 phases. The five key pillars on
which the above vision is built around are governance, human
capital, technology, customer service and compliance. The
initial Sustain phase is aimed at sustaining our core strengths
and the rich legacy that we have painstakingly built over a
period of 100 plus years. Build phase which extends till FY 26,
targets to put in place all the required platforms, which would
help the bank to scale at a level required for becoming the
mid-sized bank and finally the ‘BoTF'. Under build phase, the
key milestones that are being pursued are - Pan India network
expansion, creating enhanced product suite, building a
strong liability franchise, continuing with the gold loan focus,
process re-engineering and strengthened risk management/
compliance/governance standards. All this is targeted to
be achieved alongside the overall tech revamp including the
Core migration to Flex Cube (FC). We are at the advanced
stage of the build phase with the successful CBS migration,
implementation of various surround systems, OGL, OFSAA
etc. Your bank has achieved all the key milestones set under
the build phase, the most critical one being the readiness for
revamping the entire tech stack. Growth oriented policies
have been put in place. Apart from tech infra, the bank
continued its investments in distribution and has a network of
829 branches and 791 ATMs as on March 31, 2025. Once the
system stabilises, the retail journey will pick up. From FY 27, the
scale phase will start in true perspective, which will ultimately
help your bank to achieve the long-term goal of transforming
into a new age private sector bank by creating value by means
of customer centricity, meaningful collaboration, connecting
ecosystems, innovation etc

PERFORMANCE OVERVIEW

During the period under review, your Bank continued to
deliver on stakeholder expectations by demonstrating
good performance across most of the key parameters,

despite facing a challenging and adverse environment.
Bank's growth trajectory remained steady and clearly
discernible over the years and the performance during the
financial year under review was no exception with many
key business parameters/metrics surpassing industry
growth rate/benchmarks, despite a few areas of relative
underperformance. Bank successfully achieved topline
targets, the bottom-line performance was marginally below
expectations, and this shortfall was primarily attributed to
prevailing liquidity constraints in the ecosystem, systemic
stress and slippages.

In the Financial year 2024-25, the total income grew by
' 1,057.37 crore to ' 4,569.20 crore from ' 3,511.83 crore in
the corresponding previous financial year. During the same
period, Interest Income increased by ' 669.60 crore to
' 3,597.14 crore from ' 2,927.54 crore and Non-Treasury
Other Income increased by ' 337.46 crore to ' 874.10
crore from ' 536.64 crore in the corresponding previous
financial year. During the same period, Net Treasury Income
increased by ' 50.30 crore to ' 97.95 crore from ' 47.65
crore in the corresponding previous financial year.

During FY 2024-25, the total Operating Profit of the
Bank increased by ' 130.32 crore to ' 910.24 crore from
' 779.92 crore and Net Profit increased by ' 26.98 crore to
' 593.80 crore from ' 566.82 crore in the corresponding
previous financial year. The profit came in the backdrop
of a strong Non-interest income, backed by processing
fee, commissions on selling third party products, charges
collected from deposit accounts, treasury profit and
Income received from sale of PSLC. However, the Net
Interest Income registered a slight decline in the same
period compared to the previous financial year, primarily
due to tight liquidity conditions lead to elevated deposit
rates, increased hedging costs, and shifts in the business
mix.

In the same period, the Bank's gross advances grew by
' 7,270.23 crore to ' 31,841.98 crore led by 35% growth
in gold loans to ' 14,094 crore from ' 10,407 crore, 33%
growth in SME/MSME to ' 4,241 crore from ' 3,200 crore,
24% growth in retail loan to ' 6,233 crore from ' 5,009
crore and 22% growth in corporate loan to ' 7,274 crore
from ' 5,956 crore.

In the same period, the Deposits grew by ' 7,142.68
crore to ' 36,861.49 crore from ' 29,718.80 crore in the
corresponding previous financial year.

Gross non-performing assets (GNPAs) increased by
' 13739 crore to ' 498.46 crore as on March 31, 2025 from
' 361.07 crore as on March 31, 2024. Net non-performing
assets (Net NPAs) increased by ' 38.63 crore to ' 163.53
crore as on March 31, 2025 from ' 124.90 crore as on
March 31, 2024. The gross NPA as percentage of advances

increased by 10 basis points to 1.57% as on March 31, 2025
as against 1.47% as on March 31, 2024. Net NPAs increased
by 1 basis points to 0.52% as of March 31, 2025 from 0.51%
as on March 31, 2024. Provision Coverage Ratio (including
write off) stood at 83.71% at the end of the financial year as
against 86.44% in the corresponding previous financial year.
Total Assets have increased by ' 11,780.28 crore and stood
at ' 47,836.27 crore as on March 31, 2025 as against
' 36,055.99 crore as on March 31, 2024. Net Advances
have increased by ' 7,171.47 crore and stood at ' 31,507.05
crore as on March 31, 2025 as against ' 24,335.58 crore as
on March 31, 2024.

FINANCIAL PERFORMANCE

Net Interest Income (NII) stood at ' 1,476.18 crore in
FY 2024-25 as against ' 1476.41 crore in FY 2023-24.
Non-Treasury Other Income increased by ' 337.46 crore
to ' 874.10 crore in FY 2024-25 from ' 536.64 crore in
FY 2023-24. Net Treasury Income also increased by ' 50.30
crore to ' 97.95 crore in FY 2024-25 from ' 47.65 crore in
FY 2023-24.

Provisions other than taxes increased by ' 92.23 crore from
' 18.48 crore to ' 110.71 crore. The Operating Profit for the
financial year 2024-25 was ' 910.24 crore before taxes
and provisions as against ' 779.92 crore in the financial
year 2023-24 mainly on account of increased other income
including treasury profits.

The Net Profit for the financial year 2024-25 was ' 593.80
crore as compared to a Net Profit of ' 566.82 crore in the
financial year 2023-24.

DIVIDEND

The Bank has formulated the Dividend Distribution Policy
as per the requirements of Regulation 43A of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ("SEBI Listing
Regulations”) and guidelines issued by Reserve Bank of
India (the “RBI”).

The objective of the Policy is to lay down the criteria to be
considered by the Board, before recommending dividend
to its shareholders, whether it be Interim/Special Dividend
or Final Dividend. The Bank believes in optimizing the
shareholder's wealth by offering them various corporate
benefits from time to time after considering the Capital
to Risk (Weighted) Assets Ratio (CRAR) and reserve
requirements subject to regulatory stipulations.

The directors, with the object of conserving the profits
to strengthen its balance sheet further, do not propose
to recommend any dividend for the financial year ended
March 31, 2025, despite the Bank posted a commendable
net profit in the same period.

The Dividend Distribution Policy is available on the Bank's
website at https://www.csb.co.in/pdf/CSB_Dividend_Policy.
pdf.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no
change in the nature of business of the Bank.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE BANK

There are no material changes and commitments affecting
the financial position of the Bank which has occurred
between the end of the financial year of the Bank i.e.,
March 31, 2025 and the date of the Board's Report.

CAPITAL STRUCTURE

The Authorised share capital of the Bank stood at ' 220.00
crore divided into 22 crore equity shares with a face value of
' 10/- each as on March 31, 2025. During the financial year
under review, there has been no change in the Authorised
share capital of the Bank.

The Paid-up Equity Capital of the Bank stood at ' 173.49
crore comprising 17,34,85,827 fully paid-up Equity Shares
of ' 10/- each as on March 31, 2025. The Bank has not
allotted any shares during the financial year 2024-25,
and as a result, the paid-up capital of the Bank remains
unchanged, i.e., ' 173.49 crore, in the said period.

NET OWNED FUNDS

The Bank's Net owned funds grew to ' 4,256.63 crore from
' 3,563.64 crore as of the previous financial year, and
market capitalisation stood at ' 5,243.61 crore as on March
31, 2025 as against ' 7,000.15 crore as on March 31, 2024.

CAPITAL ADEQUACY RATIO

The Bank's overall Capital Adequacy Ratio (CRAR) under
Basel III stood at 22.46% at the end of fiscal 2025, well
above the benchmark requirement of 11.50% stipulated by
Reserve Bank of India. Of this, the Common Equity Tier I
(CET I) CRAR was 20.59% (against minimum regulatory
requirement of 8.00%) and Tier I CRAR was 20.59% (against
minimum regulatory requirement of 7.00%). As on March 31,
2025, the Bank's Tier II CRAR under Basel III stood at 1.87%
as against 1.37 % as on March 31, 2024.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5)
of the Companies Act, 2013, the Board of Directors, to the
best of its knowledge and ability, confirm that;

a. In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable

accounting standards had been followed along with
proper explanation relating to material departures.

b. The directors have 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 2024-25 and of
the profit and loss of the Bank for that period.

c. The directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Bank
and for preventing and detecting fraud and other
irregularities.

d. The directors had prepared the annual accounts for
the financial year ended on March 31, 2025, on a going
concern basis.

e. 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.

f. 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.

PROMOTER HOLDING - FIH MAURITIUS INVESTMENTS
LTD

FIH Mauritius Investments Ltd (FIHM), the promoter of
the Bank holds 40.00% of the paid-up capital of the
Bank in line with Reserve Bank of India Master Direction,
viz., (Acquisition and Holding of Shares or Voting Rights in
Banking Companies) Directions, 2023 (“Master Direction”)
read with Reserve Bank of India Guidelines on Acquisition
and Holding of Shares or Voting Rights in Banking
Companies (“Guidelines”), dated January 16, 2023. FIHM
holding in the Bank is subject to the dilution schedule as
mandated by Reserve Bank of India and the relevant RBI
guidelines as applicable, from time to time.

FIHM, on June 27, 2024, as part of the dilution schedule,
sold 16,868,645 shares, which constitute 9.72% of the
paid-up capital of the Bank, and accordingly, their holdings
were brought down to the current level of 40.00% of the
paid-up capital of the Bank from 49.72% at the beginning
of the financial year.

Pursuant to Section 12(2) of Banking Regulation Act,
1949 and RBI Gazette Notification no. DBR.PSBD. No.
1084/16.13.100/2016-17 dated July 21, 2016, read with
Guidelines dated January 16, 2023, voting rights of FIHM
is currently capped at 26% of the total voting rights of the
Bank.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS
BINDING THE BANK

The Bank has entered into an Investment Agreement
(“Agreement”) dated February 20, 2018, with FIH Mauritius
Investments Ltd (FIHM), the promoter of the Bank, which
was superseded and replaced by Amended and Restated
Investment Agreement dated October 15, 2018, read with
Addendum No. 1 dated October 19, 2020 (“Addendum”) to
the Amended and Restated Investment Agreement dated
October 15, 2018. The salient features of the agreement in
terms of Regulation 30A of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 read with
clause 5A of paragraph A of Part A of Schedule III of the SEBI
Listing Regulations was disclosed in the Annual Report of
the Bank for the financial year 2023-24. The shareholders
may refer page no. 93 of the said Annual Report for further
information.

Except as stated above there are no other agreements
which mandates a disclosure under of Regulation 30A of
SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 read with clause 5A of paragraph A of
Part A of Schedule III of the SEBI Listing Regulations.

QUALITY INITIATIVES

CSB Institute of Learning & Development (CSBILD) has
emerged as a pillar of capacity building, enhancement and
professional development within the Bank. Through a suite
of structured programme and forward-thinking learning
initiatives, CSBILD consistently equips employees with the
critical knowledge and skills needed to excel in a rapidly
evolving banking landscape. By aligning its efforts with the
Bank's strategic vision, CSBILD plays a vital role in driving
long-term organisational success and fostering a culture of
continuous growth.

CSBILD achieved a significant achievement in FY 2024-25
by ensuring 100% employee participation across a diverse
array of learning platforms, including online, campus-based,
and external programme. During the year, total training
hours reached 2,15,567 hours, resulting in a per employee
learning average of 30 hours. This commitment to continuous
development was reflected across the workforce, with male
employees averaging 29.29 hours and female employees
averaging 31.14 hours, underscoring CSBILD's dedication to
inclusive and impactful learning.

During FY 2024-25, two key learning initiatives were
rolled to enhance employee development. The first, DORM
(Demonstrate, Observe, Release & Monitor), is a structured
four-step, on-the-job training framework conducted by
supervisors over a 90-day period, aimed at accelerating
the onboarding and performance of new team members.
The second initiative, DISHA, features concise learning

modules delivered under a unified brand identity. These
sessions are conducted simultaneously across all branches
on the first and third Saturdays of each month, fostering
a culture of continuous learning. Covering a wide array of
topics-from products and processes to essential skills—
these modules are facilitated by branch heads to promote
active engagement and participation.

Building on its momentum in the current financial year,
CSBILD has continued its structured five-day onboarding
programme, ‘Neev', aimed at equipping new hires for
success. In addition, a self-paced online progamme titled
‘Neev NXT - BM', specifically designed for newly appointed
Branch Managers was conducted. This five-day programme
is tailored for newly appointed Branch Managers, helping
them adapt to their roles with greater productivity.

CSBILD has also retained its ISO 9001:2015 certification,
originally obtained in the previous financial year,
underscoring its commitment to maintaining high standards
in learning and development.

DIVERGENCE IN ASSET CLASSIFICATION AND
PROVISIONING FOR NPAS

In terms of Reserve Bank of India (the “RBI”) guidelines,
banks are required to disclose the divergences in asset
classification and provisioning consequent to RBI's annual
supervisory process in their notes to accounts to the
financial statements. The disclosure is required if either
or both of the following conditions are satisfied: (a) the
additional provisioning for NPAs assessed by RBI exceeds 5%
of the reported profit before provisions and contingencies
for the reference period; and (b) the additional gross NPAs
identified by RBI exceed 5% of the published incremental
gross NPAs for the reference period.

Based on the above, no disclosure on divergence in asset
classification and provisioning for NPAs is required with
respect to RBI's annual supervisory process for fiscal 2024

HUMAN RESOURCES

For a detailed update on Human resources activities,
please refer to the report on Human Resources / Industrial
Relations in the Management Discussion & Analysis section
for detailed analysis.

CREDIT RATINGS OF DEBT INSTRUMENTS

CRISIL, vide letter dated May 20, 2025, reaffirmed the
rating ‘CRISIL A1 ' to the ' 2,500 crore Certificate of
Deposits Programme and ' 2,000 crore Short Term Fixed
Deposits Programme of the Bank.

CRISIL, vide letter dated May 20, 2025, reaffirmed ‘CRISIL
A /Stable' rating to the proposed ' 500 crore Tier II, Basel
III compliant bonds issue Programme of the Bank. India

Ratings and Research, vide letter dated August 16, 2024,
reaffirmed its rating of ‘IND A' with Outlook Stable, to the
proposed ' 500 crore Tier II, Basel III compliant bonds issue
Programme of the Bank. The Bank has not yet issued any
bonds as part of the programme.

The further details of all credit ratings obtained by the
Bank along with revisions thereto, if any, during fiscal 2025,
for all the debt instruments outstanding as on March 31,
2025, are provided in the Report on Corporate Governance,
forming part of this annual report.

DEPOSITS ISSUANCE PROGRAMME

During the period under review, your Bank raised ' 3,675
crore under the Certificate of Deposits (CD) programme,
sourced from various mutual funds and banks. As of March
31, 2025, the outstanding amount under this programme
stood at ' 1,750 crore compared to ' 1,030 crore as on
March 31, 2024. The Bank has not raised deposits under
the Short-Term Fixed Deposits Programme during the
period under review.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING
RIGHTS

As on the date of this Report, the Bank has not issued any
equity shares with differential voting rights.

ISSUE OF SWEAT EQUITY SHARES

As on the date of this Report, the Bank has not issued any
sweat equity shares.

EMPLOYEES STOCK OPTION SCHEME

CSB Employees Stock Option Scheme 2019

The Bank, on receipt of approval of the shareholders by
postal ballot on May 4, 2019, formulated and adopted a
stock option scheme called "CSB Employees Stock Option
Scheme 2019” ("ESOS 2019” or "Scheme”). The Scheme
is in compliance with the SEBI (Share Based Employee
Benefits) Regulations, 2014 which was subsequently
repealed and replaced with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.

The Scheme is intended to enable the employees, present
and future, to get a share in the value that they help to
create for the organisation over a period of time, aligning
the objectives of an individual with those of the Bank as
well as to attract and retain critical senior talents with
Employee Stock Options as a compensation tool.

The Scheme shall be administered through an employee
stock option trust ("ESOS Trust”) in the nature of an
irrevocable employee welfare trust in due compliance with
the applicable laws.

Under the Scheme, 10,51,818 stock options were granted in
the financial year 2024-25. All the options were granted at
market price, to be vested subject to the vesting conditions/
malus and claw back arrangements and be exercised within
the period as per the terms of the grant and the Scheme.
As on March 31, 2025, 13,86,788 options were vested in
line with the vesting schedule, of which 8,32,067 options
were exercised by the grantees and 1,11,919 vested options
were lapsed due to resignation/ non-exercise within the
prescribed timeline. In FY 2024-25, 1,40,855 options were
lapsed prior to its vesting schedule due to the resignation/
separation of employment by the grantees. As on March 31,
2025, the number of options are in force is 29,46,792 of
which 4,42,802 are vested options.

Pursuant to the approval received from Reserve Bank of
India on October 22, 2024, the Nomination & Remuneration
Committee of the Board on October 24, 2024, granted
1,43,435 stock options to Mr. Pralay Mondal, Managing
Director & CEO, at an exercise price of ' 303.15 per option
for the performance period from April 01, 2023 to March
31, 2024.

Amendment proposed in the CSB Employees Stock
Option Scheme 2019

No amendment is proposed to the CSB Employees Stock
Option Scheme 2019 in the ensuing Annual General Meeting
of the Bank.

CSB Employees Stock Option Scheme - Statutory
Compliance

A Certificate of Secretarial Auditors of the Bank pursuant
to Regulation 13 of the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, that the CSB Employees Stock
Option Scheme 2019 has been implemented in the Bank in
accordance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, and the resolution
passed by the Shareholders for the Scheme, will be
placed to the Annual General Meeting for the scrutiny of
Shareholders.

The statutory disclosures as required as per rule 12(9)
of the Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, are given on
the website of the Bank at www.csb.co.in which forms part
of this report as Annexure-I.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

CSB Bank's legacy, spanning over a century, is deeply
rooted in trust, ethics, and transparency. Throughout
its history, the Bank has dedicated itself to serving the

needs-based sections of society by providing banking
services with responsibility and transparency. This
steadfast commitment has profoundly impacted the
communities it serves. While focusing on its core business,
CSB Bank consistently prioritises environmental, social,
and governance (ESG) concerns, which are reflected in
its practices and initiatives. By adhering to exemplary
corporate governance standards, the Bank ensures that
transparency and disclosure remain at the forefront of its
principles.

The Bank in compliance with Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with the SEBI Master Circular
No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November
11, 2024, presents the Business Responsibility and
Sustainability Report (BRSR) of the Bank for the FY 2024¬
25, being the fourth report of its kind, in the format as
specified by SEBI, describing the initiatives taken by
the Bank from an environmental, social and governance
perspective, forms part of this Report as Annexure-II.

The Report indicates the Bank's performance against the
nine principles of the ‘National Guidelines on Responsible
Business Conduct'. Reporting under each principle is
divided into essential and leadership indicators. The
report has also been hosted on the website of the Bank
and can be accessed at https://www.csb.co.in/general-
meetings>Annual General Meeting - 2025.

BUY-BACK OF SHARES OR PROVISION OF FINANCIAL
ASSISTANCE FOR PURCHASE OF THE BANK’S SHARES

The Bank has not effected any buy-back of its shares
or provided any financial assistance for purchase of its
shares, to any persons including directors and employees
of the Bank in terms of Section 67 of the Companies Act,
2013.

DISCLOSURE RELATED TO DETAILS OF DEPOSITS
ACCEPTED

Being a banking company, the disclosures required as per
Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014,
read with Sections 73 and 74 of the Companies Act, 2013
are not applicable to the Bank.

SUBSIDIARIES AND ASSOCIATES

The Bank does not have any subsidiaries, joint ventures or
associate companies.

There are no companies which have become or ceased to
be its subsidiaries, joint ventures or associate companies
during the year under review.

The Bank has formulated a Policy for determining material
subsidiaries pursuant to the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is displayed on the website
of the Bank at: https://www.csb.co.in/pdf/2Policy-for-
Determining- Material-Subsidiary.pdf

RISK MANAGEMENT POLICY

The Bank has a comprehensive policy framework which
contains separate policies for identification, measurement,
monitoring & control and mitigation of all material risks
including but not limited to credit, market, operational,
liquidity and other Pillar- II risks. The Bank has put in
place an integrated risk management policy which ensures
independence of the risk governance structure. IRMD
Charter is included in the Integrated Risk Management
policy. The risk management policy details the principles,
rules and guidelines to be adopted by the Bank for managing
and controlling various kinds of risks through various sub¬
policies. The policies are implemented in an uninterrupted,
reliable and comprehensive manner across the Bank. The
details of risk management practices are provided in the
Management Discussion and Analysis Report annexed to
the Director's Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

A set of policies, that include Whistle Blower Policy, Anti¬
Bribery & Anti-Corruption Policy and Policy to deal with
Employee frauds are devised and formulated by the
Vigilance Department as part of its ongoing preventive
vigilance. These are scrupulously followed, for surveillance
and control to prevent frauds and thereby manage the
risk of eventual financial loss or Bank's reputation. These
policies are aligned with the directions of RBI, Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Companies Act, 2013
and SEBI (Prohibition of Insider Trading) Regulations, 2015,
as amended.

One such policy, the Whistle Blower policy is an effective
tool to report concerns regarding unethical behaviour,
violation of systems & procedures, questions of law,
wrong business practices or grave misconduct by the
employees. As per this Policy, all stake holders viz Directors
and employees of the Bank, customers, vendors, Non¬
Governmental Organisations (NGO) or any other person
others can lodge complaints. Link for the same is published
on the Bank's Website. The Audit Committee of the Board
(ACB) oversees the vigil mechanism through its committee
processes. The Chairman of ACB directly hear grievances
reported in the whistle blower complaints. Policy provides
reassurance/protection to the whistle blower from
victimisation, discrimination or reprisals for having blown
the whistle, in good faith and in the interest of the Bank,
identity of the whistle blower kept secret. The investigation

under this policy shall be completed within 60 days from
the date of receipt of the complaint and the report thereof
should be placed before the ACB.

As part of the awareness programme, the said policies as
well as the Ethics & Code of conduct for staff are included
in sessions of the training programme conducted at the
Bank's Human resource team, for enhancing awareness
of fraud risk and for promoting a culture of compliance
amongst the employees.

Bank is taking stringent action against those employees,
vendors who fail to comply with the Bank's policy.
Deficiencies/irregularities/Lacunae in the system and
procedures, if any, observed during the investigation are
plugged and wherever necessary systemic corrections
are suggested and placed before the ACB for necessary
directions. Further, with regard to the irregularities
committed, the concerned officials, vendors are suitably
cautioned so that incidents do not recur. Vigilance
Department issues Caution Note on a regular basis that
create awareness regarding the different modus operandi
adopted by the fraudsters. This enables the Branches /
Offices to prevent similar kind of fraudulent attempts in
future. This policy is reviewed every year by the Board and
suitably amended, as required. A reference to the Whistle
Blower Policy/Vigil Mechanism is also made in every caution
note issued by the Vigilance Department.

Further the Anti-Bribery and Anti-Corruption Policy ensures
that the stakeholders including employees (whether
full-time or contractual, including trainees and interns),
Directors, Agents, Associates, Vendors, Consultants,
Advisors, Representatives, or Intermediaries do not indulge
in any act of ‘Bribery' or ‘Corruption' while discharging
their official duties, either in their own name or in the name
of the Bank.

As part of the preventive mechanism, the department also
undertakes Preventive Vigilance Audits, to ensure that
all the checks and balances are in place. This promotes a
culture of compliance amongst its employees. Moreover,
the Bank is making all out efforts to prevent frauds by
strengthening the existing control measures and by
reiterating the systems and procedures, to update and
alert its employees.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the
SEBI Listing Regulations, the Management Discussion
and Analysis Report for the year under review is provided
in a separate section forming part of this Report as
Annexure - III.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Bank has laid down internal financial controls with
reference to its financial statements. The integrity and
reliability of the internal control systems are achieved
through clear policies and procedures, process automation,
training and development of employees, and an organisation
structure that segregates responsibilities. These controls
are reviewed and tested to ensure the accuracy and
completeness of the accounting records and the preparation
of reliable financial statements. The internal financial
controls of the Bank with respect to the financial statements
are adequate and are operating effectively.

The Bank is operating in a fully computerised environment
with Core Banking System supported by diverse application
platforms for handling special business such as treasury,
trade finance, retail loans, etc. The process of recording
transactions i n each application platform is subject to
various forms of control such as in-built system checks,
maker - checker authorisations and independent post
transaction reviews. The financial statements are prepared
based on computer system outputs. Responsibility of
preparations of financial statements is entrusted to a
dedicated unit which is independent of business.

For mitigating risks and for KYC norms compliance, the
Bank has put in place centralised processing for opening of
CASA accounts and modifications in customer information.
For login to CBS, in addition to login passwords, finger-scan-
authentication is implemented and as control measure,
dual custody for cash and gold are in place in all branches.
The Bank has a process in place to continuously monitor the
existing controls and identify gaps, if any, and implement
new and/or improved controls wherever the effect of such
gaps would have a material effect on the Bank's operation.
During the year under review, there are no material or
serious observations of inefficiency or inadequacy of such
controls observed/reported.

CORPORATE GOVERNANCE

The Bank continues its endeavour to adopt the best
prevalent corporate governance practices. A separate
section/Report on corporate governance standards
followed by your Bank and the relevant disclosures as
stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act,
2013 and the rules made thereunder are incorporated in
the Corporate Governance Report that forms part of this
Report as Annexure - IV.

A certificate from Bhandari & Associates, Company
Secretaries, Mumbai, confirming compliance to the
conditions of Corporate Governance as stipulated under
SEBI Listing Regulations is annexed to this report.

UPDATE ON IND AS IMPLEMENTATION

Reserve Bank of India (RBI) vide press release RBI/2018-
2019/146 DBR.BP.BC.No.29/ 21.07.001/2018-19, dated
March 22, 2019, advised all scheduled commercial
Banks about deferment of implementation of Ind AS till
further notice in the context of legislative amendments
recommended by RBI on implementation of Ind AS were
under consideration of the Government of India.

The implementation of Ind AS is expected to result in
significant changes to the way the Bank prepares and
presents its financial statements. The key impact areas
during the implementation of Ind AS for the Bank include
impairment requirements of Financial Instruments based on
Expected Credit Loss, interest recognition using effective
interest method and Fair valuation of financial assets.

As directed by the RBI, the Bank is submitting half yearly
Proforma Ind AS financial statements within the stipulated
timeline.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE BANK

Pursuant to Section 186 (11) of the Companies Act, 2013, the
provisions of Section 186 of Companies Act, 2013, except
sub - section (1), do not apply to a loan made, guarantee
given or security provided or any investment made by
a banking company in the ordinary course of business,
hence being excepted from disclosure requirements under
Section 134(3)(g) of the said Act.

The particulars of investments made by the Bank are disclosed
in Schedule 8 of the financial statements as per the applicable
provisions of the Banking Regulation Act, 1949.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Bank has obtained prior approvals of the Audit
Committee, the Board, and the members of the Bank at the
annual general meeting for all related party transactions/
material related party transactions. Your Bank has
obtained the omnibus approval of the Audit Committee for
those transactions with related parties that are repetitive
in nature. Further, the Audit Committee of the Board has
reviewed all the transactions with the related parties on a
quarterly basis.

No transactions were entered into with related parties,
which were not in the ordinary course of the business of
the Bank or which were not on an arm's length basis.

During the financial year 2025, the Bank has not entered
into any materially significant transactions with its
related parties, which could lead to potential conflict of
interest between the Bank and these parties, other than
transactions entered into with them in the ordinary course
of its business.

The particulars of contracts or arrangements with related
parties entered into during the period under review in terms
of Section 188(1) of the Companies Act, 2013 are provided
in Form AOC-2 as Annexure -V in terms of 134(3)(h) of the
Companies Act, 2013.

The ‘Policy on materiality of Related Party Transactions
and on dealing with Related Party Transactions' has been
reviewed by the ACB and the Board and the same is available
on the website of the Bank at https://www.csb.co.in/pdf/
PolicyondealingwithRelatedPartyTransactionnew.pdf in
terms of the SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Bank recognise society as a primary stakeholder and
consistently prioritise Corporate Social Responsibility
(CSR) activities, embedding CSR into its core business
strategies to address societal needs, foster a culture of
responsibility and ethical conduct, and ensure sustainable
development through well-structured and impactful
initiatives. The Bank's CSR policy is meticulously designed
with the primary objective of integrating CSR as a crucial
business process for the sustainable development of
society. This policy functions as a guiding document,
assisting in the identification, execution, and monitoring
of CSR projects, ensuring they align with the spirit of
statutory requirements. The policy outlines clear objectives
and methodologies for CSR initiatives, ensuring that each
project is effectively managed and delivers tangible benefits
to the community. Through this comprehensive approach,
the Bank demonstrates its unwavering commitment to
making a positive impact on society while maintaining
transparency and accountability in all its endeavours. In
the financial year 2024-25, the Bank budgeted a total of
' 13.90 crores for CSR activities, a significant increase
from ' 3.08 crore in the previous financial year 2023-24.
Of this budget, ' 6.11 crore was expended on various CSR
initiatives. The remaining ' 7.79 crores has been earmarked
for Project Dialysis, a venture undertaken by the Fairfax
India Charitable Foundation. This project is set to be an
ongoing commitment of the Bank.

The Project Dialysis conducted by Fairfax India Charitable
Foundation aims in providing affordable, quality dialysis
services to patients in various parts of India where the
services are limited/non-existent for dialysis infrastructure.
The project was initially approved by the Board as a onetime
arrangement with a contribution of ' 6.00 crore, however,

there was a delay in execution of the project due to delays
in the readiness of dialysis centres that resulted in centres
not being ready for installations of dialysis machines and
these resulted in impeding the progress of the completion
of the project as committed by the foundation at the time
of sanctioning the fund. The Bank, hence, on request of
the foundation, decided to classify the entire project as
an ongoing project with an additional contribution of ' 1.79
crores, which is expected to be completed on or before
March 31, 2026.

The unspent amount of ' 7.79 crores pertaining to the said
ongoing projects were transferred to Unspent CSR account
on April 17, 2025 which will be released in a phased manner
up on receipt of request from the foundation or based on
the progress of the project on or before March 31, 2026.
The projects identified by the Bank spread across areas
such as healthcare, sanitation, education, housing, gender
equality etc., as per the annual action plan approved by the
Corporate Social Responsibility Committee and the Board
of the Bank. As a responsible citizen, the Bank will persist in
implementing a slew of measures to honour its commitment
to society at large.

The Annual Report on Corporate Social Responsibility
Activities of the Bank for the financial year 2024-25, has
been provided in Annexure - VI to this report.

The Corporate Social Responsibility Policy as
recommended by the CSR Committee and as approved by
the Board is available on the website of the Bank and can
be accessed at https://www.csb.co.in/pdf/CSR%20 Policy_
Final_-30032022.pdf.

AUDITORS

(a) Statutory Auditors

The members of the Bank in the 103^rd Annual General
Meeting of the Bank held on August 23, 2024,
approved the appointment of M/s. Sundaram &
Srinivasan, Chartered Accountants, Chennai as one
of the Joint Statutory Auditors of the Bank, to hold
office from the conclusion of 103^rd Annual General
Meeting till the conclusion of the 106^th Annual General
Meeting of the Bank. Walker Chandiok & Co LLP,
Chartered Accountants, Mumbai was the other Joint
Statutory Auditors of the Bank to audit the accounts
for the financial year ended March 31, 2025 and the
Bank obtained approval of the shareholders for their
appointment in the 102nd Annual General Meeting held
on August 08, 2023, to hold office from the conclusion
of 102^nd Annual General Meeting till the conclusion of
the 105^th Annual General Meetings of the Bank.

Bank in terms of Section 30(1A) of the Banking
Regulation Act, 1949, obtained approval of Reserve
Bank of India on May 27, 2025, for the appointment
of M/s. Walker Chandiok & Co LLP, Chartered
Accountants, Mumbai together with M/s. Sundaram
& Srinivasan, Chartered Accountants, Chennai as
the Joint Statutory Auditors of the Bank for the
FY 2025-26 for their 3^rd year and 2^nd year in the office,
respectively.

Pursuant to the amendment made to Rule 3 of the
Companies (Audit and Auditors) Rules, 2014 via the
Companies (Audit and Auditors) Amendment Rules,
2018, effective from May 07, 2018, the requirement
of seeking ratification of the members for the re¬
appointment of the Statutory Auditors has been
withdrawn from the Statute. Hence, ratification of
the members for re-appointment of M/s. Walker
Chandiok & Co LLP, Chartered Accountants, Mumbai
together with M/s. Sundaram & Srinivasan, Chartered
Accountants, Chennai as the Joint Statutory Auditors
of the Bank at the ensuing AGM is not being sought for.
However, the Bank will continue to seek approval of
the shareholders for payment of fees/ remuneration
to the Auditors on a yearly basis though approval of
the shareholders be sought for their appointment for
a period of three years together, in line with the extant
guidelines.

Pursuant to the Regulation 33(1) (d) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Joint Statutory Auditors have
confirmed that they are subjected to the peer review
process of the Institute of Chartered Accountants of
India (ICAI) and that they hold a valid certificate issued
by the Peer Review Board of ICAI.

(b) Independent Auditors’ Report

The Joint Statutory Auditors of the Bank viz., M/s. Walker
Chandiok & Co LLP, Chartered Accountants, Mumbai
together with M/s. Sundaram & Srinivasan, Chartered
Accountants, Chennai, have audited the accounts of the
Bank for the FY 2024-25 and their Report is annexed.
Pursuant to Section 143(3)(i) of the Companies Act,
2013, the Statutory Auditors have also reported on
the adequacy and operating effectiveness of the
internal financial controls system over financial
reporting, which has been enclosed as “Annexure A”
to the Independent Auditor's Report.

There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors in their
report for FY 2024-25.

(c) Secretarial Auditors

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and amended Regulation 24A
of the SEBI Listing Regulations, the Board has based
on the recommendation of the Audit Committee,
approved the appointment of M/s. BNP & Associates,
Company Secretaries, Mumbai, (Firm Registration No.
P2014MH03740 0), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditors of the
Company for a period of five years, i.e., from April 01,
2025 to March 31, 2030, subject to the approval of
the Shareholders of the Bank at the ensuing AGM.

M/s. Bhandari & Associates, Company Secretaries,
Mumbai, (Firm Registration No. P1981MH043700),
was the Secretarial Auditors of the Bank for the
period from FY 2022-23 to FY 2024-25, and the
decision to appoint a new auditor was in the context of
the amendment in Regulation 24A of the SEBI Listing
Regulations.

(d) Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013,
the Bank appointed M/s. Bhandari & Associates,
Company Secretaries, Mumbai as its Secretarial
Auditors to conduct the secretarial audit of the Bank
for the FY 2024-25. The Bank produced all necessary
records to the Secretarial Auditors for the smooth
conduct of the Audit.

The Report of Secretarial Auditors for the said period
is enclosed with this report as Annexure -VII. There
are no qualifications, reservations or adverse remarks
made by the Secretarial Auditors in their report for
the FY 2024-25.

(e) Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
read with circular No. CIR/CFD/ CMD1/27/2019
dated February 08, 2019, issued by SEBI, the Bank
has obtained Secretarial Compliance Report for
the financial year ended March 31, 2025, from
M/s. Bhandari & Associates, Company Secretaries,
Mumbai, the Secretarial Auditors of the Bank on
compliance of all applicable SEBI Regulations and
circulars/ guidelines issued thereunder and the copy
of the same was submitted with the Stock Exchanges
within the prescribed timelines.

(f) Certificate in terms of Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations

In terms of Regulation 34(3) read with Schedule V of
the SEBI Listing Regulations, the Bank has obtained
a Certificate from Bhandari & Associates, Company
Secretaries, Mumbai, confirming that none of the
Directors on the Board of the Bank have been debarred
or disqualified from being appointed or continuing as
Directors of the companies either by the Securities
and Exchange Board of India or the Ministry of
Corporate Affairs or any other Statutory / Regulatory
Authorities. The said certificate is Annexed to this
Report.

(g) Reporting of frauds by Auditors

During financial year ended March 31, 2025, pursuant
to Section 143(12) of the Companies Act, 2013, except
as detailed below, neither the Statutory Auditors nor
the Secretarial Auditor of the Bank have reported
any instances of frauds committed in the Bank by its
officers or its employees.

M/s. Walker Chandiok & Co LLP and M/s. Sundaram &
Srinivasan, Chartered Accountants, Joint statutory
auditors of the Bank, had reported to the Audit
Committee two frauds, involving an amount of ' 125.80
lakh and ' 258.82 lakh, committed by employees of
the Bank at Pallavaram branch and 5 branches at
Tirupur (Tiruppur main, P N Road Tiruppur, Kangeyam,
Kangeyam Road and Mangalam Road), respectively.
The disclosures as required under Section 143(12) of the
Companies Act, 2013 read with Rule 13 of The Companies
(Audit and Auditors) Rules, 2014 are given below:

1. Pallavaram Branch.

2. Tiruppur branches (Tiruppur Main, P N Road
Tiruppur, Kangeyam, Kangeyam Road and
Mangalam Road)

COMPLIANCE TO SECRETARIAL STANDARDS

The Bank is in compliance with the relevant Secretarial
Standards issued by the Institute of Company Secretaries
of India (ICSI) related to the Board Meetings (SS-1) and the
General Meeting (SS-2) during the FY 2024-25. Further, the
Bank has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

TRANSFER OF UN-CLAIMED/UN-PAID DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend transferred to Unpaid Dividend account and
remaining unpaid or unclaimed for a period of seven years
from the date of such transfer, has to be transferred to
Investor Education and Protection Fund as per Section 124
(5) of the Companies Act, 2013.

Since the Bank had not declared any dividends since the
FY 2014-15, no amount was required to be transferred to
the Investor Education and Protection Fund (the "Fund”) by
the Bank for the financial year ended March 31, 2025.

All the unclaimed dividends pertaining to the prior period/
financial years were transferred to the Fund in the
corresponding previous financial years within the stipulated
time and in the manner as prescribed in Section 124(6) of the
Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time.

TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND AUTHORITY

In terms of the provisions of Section 124(6) of the
Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, (as amended) and other applicable
rules, notifications and circulars, if any, every company
is required to transfer the shares, in respect of which
dividend remains unpaid / unclaimed for a period of seven
(7) consecutive years, to the Investor Education Protection
Fund (IEPF) Authority.

Since the Bank had not declared any dividends
since the FY 2014-15, no shares were required to be
transferred to the Investor Education and Protection
Fund Authority by the Bank for the financial year ended
March 31, 2025.

UNCLAIMED SHARE APPLICATION MONEY

There is no unclaimed Share application money pending
with the Bank or to be transferred to Investor Education
and Protection Fund.

COMPENSATION/ REMUNERATION POLICY

The Bank has formulated and adopted a Compensation
Policy in terms of Reserve Bank of India circular no. DOR.
Appt. BC. No.23/29.67.001/2019 -20 dated November
04, 2019, the relevant provisions of Section 178 of the
Companies Act,2013, the relevant Rules made thereunder
and the SEBI Listing Regulations.

The Policy formulates the criteria for determining the
remuneration and further deals with the compensation
and benefits of Non-Executive Chairman, Non-Executive
Directors, Managing Director & CEO, Whole-Time Directors,
Material Risk Takers, Control Function Staff and all other
officials and employees of the Bank.

The details of the Policy have been included in the Report
on Corporate Governance, which forms part of this Report.
The Policy was last reviewed by the Nomination and
Remuneration committee and the Board in their respective
meetings held on October 24, 2024.

The excerpts from the Compensation Policy are available on
the website of the Bank.

NOMINATION POLICY

The Bank has formulated and adopted Nomination policy
for appointment and orderly succession of appointment of
Part-time Chairman, Managing Director & CEO, Whole time
Directors, Directors, Key Managerial Personnel and Senior
Management team in the Bank. The Policy formulates the
criteria for determining qualifications, competencies,
positive attributes and independence for the appointment

of directors. The details of the same have been included in
the Report on Corporate Governance, which forms part of
this Report.

The Nomination Policy was last reviewed by the Nomination
and Remuneration Committee and the Board in their
respective meetings held on December 13, 2024 and
the same is displayed on the website of the Bank at:
https://www.csb.co.in/sites/default/files/annexure-VI_9_
nomination_policy.pdf .

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, in respect of Directors /
Employees of the Bank, is attached as Annexure - VIII to
this Report.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under 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, is
given in an Annexure and forms part of this report.

In terms of Section 136(1) of the Companies Act, 2013, the
annual report and the financial statements are being sent
to the members, excluding the aforesaid Annexure. The said
Annexure is available for inspection at the registered office
of the Bank, and any member interested in obtaining a copy
of the Annexure may write to the Company Secretary of
the Bank at secretarial@csb.co.in.

BOARD OF DIRECTORS

CSB Bank has a broad-based Board of Directors, constituted
in compliance with the Banking Regulation Act, 1949,
Circulars and Guidelines issued by the Reserve Bank of India,
from time to time, the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and in accordance with the best practices/principles in
corporate governance adopted by the Bank.

As on the date of this report, the Board comprises of eleven
(11) Directors, out of which Seven (7) are Independent
Directors, two (2) are Non-executive, Non-Independent
Directors and Two (2) are Executive Directors. The Directors
possess rich experience and specialised knowledge in
various areas of relevance to the Bank viz. like Agriculture,
Rural Economy, Banking, Accountancy, Co-operation,
Economics, Finance, MSME, Information Technology,
Payment & Settlement Systems, Human Resources, Risk
Management and Business Management, Law, SSI, etc.

The Board functions as the governing body and also
through various Committees constituted to oversee

specific areas. Policy formulation, setting up of goals,
evaluation of performance and control functions vest with
the Board. The Committees have oversight of operational
and supervisory issues assigned to them by the Board,
from time to time.

Appointment/changes in the Board Directors of the Bank
since the last Board's Report dated June 24, 2024 and up
to the date of the Report is as given under:

RE-APPOINTMENT OF NON-EXECUTIVE DIRECTORS

Director, Mr. Sumit Maheshwari (DIN: 06920646), liable to
retire by rotation, was re-appointed at the Annual General
Meeting held on August 23, 2024.

PART-TIME CHAIRPERSON

The term of appointment of Ms. Bhama Krishnamurthy as
the Part-Time Chairperson of the Bank ended on September
28, 2024, which is coterminous with her second term of
appointment as Independent Director of the Bank.

The Board places on record its appreciation of the
valuable contributions and advises rendered by Ms. Bhama
Krishnamurthy during her tenure as an Independent
Director and the Part-time Chairperson of the Bank. The
Board also took note of the sheer professionalism displayed
by Ms. Bhama Krishnamurthy during her tenure by sharing
unbiased, decisive and professional opinions, keeping in
view of all the stakeholders' interest at hand.

Mr. Biswamohan Mahapatra (DIN: 06990345) was
appointed as the Part-time Chairperson of the Bank in
place of Ms. Bhama Krishnamurthy for a period of three
years, starting from May 09, 2025 and up to May 08, 2028.

RE-APPOINTMENT OF MANAGING DIRECTOR & CEO

Pursuant to the receipt of approval from Reserve Bank of
India, vide letter no. DoR.GOV.No.2031/08.36.001/2025-
26 dated June 12, 2025, the Board re-appointed
Mr. Pralay Mondal as Managing Director & CEO of the Bank for
a period of three years with effect from September 15, 2025
and upto September 14, 2028.

The present term of appointment of Mr. Pralay Mondal as
Managing Director & CEO is upto September 14, 2025.

APPOINTMENT OF INDEPENDENT DIRECTORS

1. Appointment of Mr. Narasimha Raju Narasappa
Doddahosahalli, (DIN: 01070476) as an Independent
Director

Pursuant to the recommendation of the Nomination
& Remuneration Committee, the Board of Directors
of the Bank in their meeting held on December 13,
2024, appointed Mr. Narasimha Raju Narasappa
Doddahosahalli, (DIN: 01070476) as an Additional

Director (Non-Executive Independent category) of the
Bank w.e.f. December 13, 2024 for a period of three (3)
years pursuant to the provisions of Section 149,161(1) of
the Companies Act, 2013 and Rules made thereunder,
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations”) and Article 133 of the
Articles of Association of the Bank. The appointment is
subject to the approval of the Shareholders of the Bank
and the approval of the shareholders was obtained for
the appointment of Mr. Narasimha Raju Narasappa
Doddahosahalli as an Independent Director with effect
from December 13, 2024, by postal ballot resolution
dated February 06, 2025.

Mr. Narasimha Raju Narasappa Doddahosahalli is
representing ‘Majority Sector - Agriculture & Rural
economy, Co-operation, Law, SSI, Economics, Finance
& Human Resources' on the Board of the Bank.

Opinion of the Board with regard to integrity, expertise
and experience (including the proficiency) of the
independent directors appointed during the year:

The Board appointed Mr. Narasimha Raju Narasappa
Doddahosahalli, as an Additional Director of the
Bank under "Non-Executive Independent” category
based on the extensive due diligence carried out by
the Nomination& Remuneration Committee on the
declarations submitted by him in terms of fit & proper
criteria and other applicable statutory guidelines issued
by Reserve Bank of India from time to time.

The Board noted that Mr. Narasimha Raju Narasappa
Doddahosahalli is a Karnataka cadre IAS officer of
1984 batch with over three decades of diverse and
rich experience in various fields. He has held various
significant positions in both Government of India and
Government of Karnataka.

Adverting to the above, in the opinion of the Board, the
said Independent Director appointed on December 13,
2024, possesses the requisite qualifications, proficiency,
expertise, track record, integrity, independence, and
has the necessary knowledge for being appointed as an
Independent Director of the Bank.

!. Appointment of Mr. Biswamohan Mahapatra,
(DIN: 06990345) as an Independent Director

Pursuant to receipt of approval of the members through
resolution passed by means of Postal Ballot dated
April 10, 2025 and pursuant to the recommendation
made by the Nomination & Remuneration Committee,
the Board of Directors in their meeting held on April
16, 2025, appointed Mr. Biswamohan Mahapatra (DIN:
06990345) as an Independent Director of the Bank,

with effect from April 16, 2025 up to August 02, 2029
(both dates inclusive), not liable to retire by rotation.
Mr. Biswamohan Mahapatra is representing the
‘Majority Sector - Banking, Finance, Risk Management,
Law and Payment Systems' on the Board of the Bank.

Opinion of the Board with regard to integrity,
expertise and experience (including the proficiency)
of the independent directors appointed during the
year:

The Board appointed Mr. Biswamohan Mahapatra, (DIN:
06990345) as an Independent Director of the Bank
under "Non-Executive Independent” category based on
the extensive due diligence carried out by the NRC on the
declarations submitted by him in terms of fit & proper
criteria and other applicable statutory guidelines issued
by Reserve Bank of India from time to time.

The Board noted that Mr. Biswamohan Mahapatra is
a career central banker with over 33 years of intense
experience in various departments of Reserve Bank of
India and retired as Executive Director in RBI in 2014.
Adverting to the above, in the opinion of the Board, the
said Independent Director appointed on April 16, 2025,
possesses the requisite qualifications, proficiency,
expertise, track record, integrity, independence, as
well as vast and rich experience in the field of Banking.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS

Mr. Sharad Kumar Saxena (DIN: 08238872) was reappointed
for a second term as Non-Executive Independent Director
of the Bank, by postal ballot resolution dated February
06, 2025, for a period of 5 (five) years commencing from
February 19, 2025 up to February 18, 2030 (both dates
inclusive), not liable to retire by rotation.

Mr. Sharad Kumar Saxena is representing ‘Majority
Sector - Banking, Information Technology and Payment &
Settlement System' on the Board of the Bank.

WOMAN DIRECTOR

In terms of the provisions of Section 149(1) of the Companies
Act, 2013 and Regulation 17 of the SEBI Listing Regulations,
the Bank is required to have at least one independent woman
director on the Board. Currently, there are two independent
women directors on the Board of the Bank. Ms. Sharmila
Abhay Karve (DIN: 05018751) since July 20, 2020 and
Ms. Renu Kohli (DIN: 07981627) since December 14, 2023.

DIRECTORS RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Non¬
Executive Director, Mr. Madhavan Menon (DIN: 00008542)
shall retire by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting (AGM).

Mr. Madhavan Menon was at first appointed as an Additional
Director of the Bank with effect from September 03, 2018
under Section 161(1) of the Companies Act, 2013 and
his appointment was regularised at the 97^th AGM held on
September 29, 2018 and he was liable to retire by rotation.
Mr. Madhavan Menon was last reappointed as a director
to retire by rotation at the 102^nd Annual General Meeting
held on August 08, 2023 in terms of Section 152 of the
Companies Act, 2013.

Approval of the members of the Bank is being requested for
re-appointment of Mr. Madhavan Menon as Non- Executive,
Non-Independent Director of the Bank.

The detailed profile of Mr. Madhavan Menon (DIN:
00008542) recommended for reappointment in the ensuing
Annual General Meeting will be provided in the Notice of the
Annual General Meeting for the benefit of shareholders as
per the provisions of the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and the Secretarial Standard on General Meetings (SS-2).

INDEPENDENT DIRECTORS - COMPLIANCE STATUS

The Bank fully satisfies the requirements of Section 149
of the Companies Act, 2013 and Regulation 17 of the SEBI
Listing Regulations in connection with the appointment/
re-appointment of Independent Directors and the following
are the Independent Directors of the Bank as on the date
of this report.

The performance of the Independent Directors is subject
to evaluation as per Section 149(8) of the Companies Act,
2013 and read with Schedule IV to the said Act.

The Board is confident about their integrity, expertise and
experience in the relevant functional areas.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have confirmed of having
complied with the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and Regulation
16(1) (b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with 25(8) of the
Regulations that they meet the criteria of independence
laid down thereunder. Further, they have also complied with
the Code for Independent Directors prescribed in Schedule
IV to the Companies Act, 2013 and the Code of Conduct
and Ethics for Board of Directors and Senior Management
Personnel of the Bank. Based on the declarations submitted
by the Independent Directors, Board is of the opinion that
they fulfil the conditions specified in the Act and SEBI
LODR and are independent of the Management. There has
been no change in the circumstances affecting their status
as independent directors of the Bank.

Further, pursuant to regulation 5 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all Independent Directors
have confirmed that while dealing with the Bank, they shall
comply with responsibilities or obligations, if any, assigned
to them under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Pursuant to rule 6(3) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, the Independent
Directors of the Bank have affirmed that, they had registered
as an Independent Director in the Independent Directors Data
Bank as required under rule 6(1) and 6(2) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014
and had also complied with the requirements of passing the
online proficiency self- assessment test/ exempted from
online proficiency self- assessment test in terms of Rule
6(4) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014, as amended.

The Board is of the opinion that Independent Directors
appointed since the date of last report and up to the date of
this report are persons of integrity and has the necessary
knowledge, experience and expertise and further, the
Board has ensured that the independent directors have
also complied with the requirements of passing the online
proficiency self-assessment test/exempted from online
proficiency self-assessment test in terms of Rule 6(4) of the
Companies (Appointment and Qualifications of Directors)
Rules, 2014, as amended for being appointed/continue to
be appointed as an Independent Director of the Bank.

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 recurring basis.
The Bank facilitates familiarisation programme and other
programmes including Certification programme in IT and
Cyber Security for its directors.

The details of various programmes undertaken/arranged
for familiarizing the Independent Directors and other
programmes arranged for the directors are disclosed in the
Report on Corporate Governance, which forms part of this
Report.

Details of familiarisation programmes attended by all
Directors including Independent Directors are provided at
https://www.csb.co.in/pdf/Disclosure_on_ Familiarisation_
Programmes_for_ Board_of_Directors_22032024.pdf,
pursuant to regulation 46 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

APPOINTMENT/ CHANGES IN KEY MANAGERIAL
PERSONNEL

Mr. Pralay Mondal, Managing Director & CEO, Mr. B. K.
Divakara, Executive Director, Mr. Satish Gundewar, Chief
Financial Officer and Mr. Sijo Varghese, Company Secretary,
continue to be the Key Managerial Personnel of the Bank as
per the provisions of the Companies Act, 2013.

BOARD AND ITS COMMITTEES
Board and Number of Meetings

Regular meetings of the Board are held to discuss and
decide on various business policies, strategies and other
businesses. Due to business exigencies, certain decisions
are taken by the Board through resolution passed by
circulation from time to time.

The Board met ten (10) times during the FY 2024- 25 and
the gap between the said meetings did not exceed the limit
of 120 days, as prescribed under the relevant provisions
of the Act, the relevant Rules made thereunder and the
applicable SEBI Listing Regulations.

The schedule of the meetings of the Board is fixed on a
yearly basis and circulated in advance to the members of
the Board for their consideration and approval.

Detailed information on the meetings of the Board is
included in the report on Corporate Governance, which
forms part of this Report.

Committees of the Board

The Bank has eleven sub-committees of the Board and
the same have been formed as part of the best corporate
governance practices and/or in compliance with the

requirements of the relevant provisions of applicable laws
and regulatory prescriptions.

The details with respect to the compositions, powers, roles,
terms of reference, etc., of the above Committees are given
in detail in the ‘Report on Corporate Governance' which
forms part of this Report.

AUDIT COMMITTEE

The Bank has constituted the Audit Committee of the
Board in terms of the extant guidelines of Reserve Bank
of India (RBI), provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Committee discharges the functions laid down in the
Companies Act, 2013 and those prescribed by the Reserve
Bank of India and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. It also discharges the
functions delegated by the Board of Directors from time to
time. The ACB acts as an effective tier to the Board in the
matters of inspection, audit and internal control system.
The Board has accepted all the recommendations of the
Audit Committee. The composition, role and functions
of Committee, are provided in the Report on Corporate
Governance, which forms part of this annual report.

ANNUAL EVALUATION OF PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013,
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and also in line with Board Evaluation
Policy, the Bank has put in place criteria for annual evaluation
of performance of Chairperson, Managing Director & CEO,
Executive Directors, Non-executive Directors, Independent
Directors, Board Level Committees and the Board as a whole.
The performance of the members of the Board other than
independent Directors and the Board as a whole has been
evaluated separately at the meeting of the Independent
Directors.

The performance of the independent Directors has been
reviewed by the Board as provided for under Section 149(8)
read with Schedule IV of the Companies Act, 2013.

The Statement indicating the manner in which formal annual
evaluation of the Directors, Committees of the Board and
the Board are given in detail in the report on Corporate
Governance, which forms part of the Annual Report.

The Nomination & Remuneration Committee of the
Board annually reviews and approves the criteria and the
mechanism for carrying out the said exercise effectively.
The Board Evaluation Policy is displayed on the website
of the Bank at: https://www.csb.co.in/pdf/ Policy
onEvaluationoftheBoard.pdf

PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Considering the nature of activities of the Bank, with
respect to the provisions of Section 134(3)(m) of the
Companies Act, 2013 relating to conservation of energy
and technology adoption, the Bank is constantly pursuing
and making all-out efforts to achieve the desired goals as
contained in the Act.

Ensuring compliance with the provisions of Section 134(3)
(m) of the Companies Act, 2013 read with Rule (8)(3) of the
Companies (Accounts) Rules, 2014, the relevant disclosures
to be made are as under:

a) Conservation of Energy

All attempts are being made to reduce energy
consumption to the maximum extent possible. As part
of these measures, the Bank is installing LED lights and
other energy saving equipments in a phased manner
across.

b) Technology Absorption

The required technology absorption is being made
considering the nature of activities undertaken by the
Bank.

c) Foreign Exchange Earnings and Outgo

Foreign Exchange earnings and outgo are part of
the normal banking business of the Bank. Being an
Authorised Dealer in Foreign Exchange, the Bank has
been taking all possible steps to augment export credit.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS

During the FY 2024-25, no significant and material orders
were passed by the regulators or courts or tribunals
impacting the going concern status and the Bank's
operations in future.

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 Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014.

CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI Listing Regulations,
the Certificate issued by Mr. Pralay Mondal, Managing
Director & CEO and Mr. Satish Gundewar, Chief Financial
Officer of the Bank, for the financial year ended March 31,

2025, was placed before the Board at its meeting held on
April 28, 2025.

INFORMATION UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Bank has formulated and adopted a Policy on Prevention
of Sexual Harassment of Women at workplace.

The Bank has complied with the provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The information
relating to complaints received and redressed during
the FY 2024-25 is disclosed in the Report on Corporate
Governance, which forms part of the Annual report.

STRICTURES AND PENALTIES

There are no instances of non-compliance by the Bank and
no penalties or strictures have been imposed on the Bank
by the Stock Exchange(s) and/or SEBI and/or any other
statutory authorities on matters relating to capital market
activities, during the last three years.

DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

Being a banking company, the disclosures required as
per Rule 8(5)(xi)&(xii) of the Companies (Accounts) Rules,
2014, on the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at
the end of the financial year and the details of difference
between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the
reasons thereof, are not applicable to the Bank.

However, being a banking company, during the period under
review, the Bank was part of the Corporate Insolvency
Resolution Process (CIRP) initiated against two corporate
debtors before NCLT for a total book value of ' 73.99 crore.
Out of two corporate debtors, against one having a book value
of ' 3.88 crore, resolution plan was successfully implemented.

ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub¬
section (3) of Section 92 of the Companies Act, 2013,
read with Rule 11 of the Companies (Management and
Administration) Rules, 2014, as amended, the Annual
Return (MGT-7) as on March 31, 2025, will be displayed on
the website of the Bank at: https://www.csb.co.in/general-
meetings > Annual General Meeting - 2025.

ANNEXURES FORMING A PART OF THIS REPORT

The following Annexures as referred to in this Report form part of the Board's Report:

ACKNOWLEDGEMENTS AND APPRECIATIONS

The Board of Directors is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India,
Ministry of Corporate Affairs, Stock Exchanges, Insurance Regulatory and Development Authority of India, the domestic
banking community, Depositories and Rating agencies for their continued support and guidance. The Board of Directors
would like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Board extends its profound appreciation and heartfelt thanks to every member of the CSB family for their continued
commitment, ethics, outstanding performance, professionalism, teamwork and initiatives. These qualities have significantly
contributed to reinforcing the Bank's customer-centric image and achieving commendable progress in today's challenging
and competitive environment. The Board looks forward to their continued dedication, sincere and committed passion to work
to propel the Bank to new heights, especially the Bank is progressing towards its vision to become a mid-sized bank by 2030'
through the strategy ‘SBS 2030'-'Sustain, Build, Scale', a comprehensive roadmap that manifests the Bank's commitment
to excellence and growth.

Finally, the Board of Directors wishes to express their profound gratitude to all shareholders, well-wishers, and other
stakeholders for their unwavering support and patronage. The Board looks forward to continuing this mutually supportive
and beneficial relationship in future as well to achieve the strategy.

By Order of the Board
Sd/-

Biswamohan Mahapatra

Place: Thrissur Chairperson

Date: June 24, 2025 (DIN: 06990345)