To,

The Members,

Fincare Small Finance Bank Limited ("The Bank")

Your Directors take pleasure in presenting the 28^th Annual Report on the business and operations of the Bank together with the Audited Financial Statements for Financial Year 2022-23. In the last five years, the Management has strived and achieved significant success in establishing the Bank as a new-generation Bank with focus on financial inclusion. With a high tech, high customer centricity model, the Bank offers innovative Banking services to the bottom of the pyramid (BOP) segments and also to the more affluent customers. The Bank has been extending its reach to the unBanked/underBanked segments and aims to provide both to individuals and small businesses affordable financial products and services customized to their needs. The Bank follows a business model focused on financial inclusion and aims to provide individuals and businesses with affordable financial products and services that meet their needs and its business objective is to enhance access to savings, credit and other financial products for MSMEs and unorganized entities, especially in rural and semi-urban areas, by leveraging technology and last-mile distribution. In its journey, the Bank has won several awards and accolades.

As of 31^st March 2023, the Bank had a total of 1231 Banking outlets of which 339 are located in Rural, 640 in Semi-Urban, 179 in Urban and 73 in Metro locations, thereby covering 19 States namely Andhra Pradesh, Bihar, Chhattisgarh, Gujarat, Haryana, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Punjab, Rajasthan, Tamil Nadu, Odisha, Telangana, West Bengal, Uttarakhand, Goa, Himachal Pradesh and Uttar Pradesh & 3 Union Territories (UTs) namely Chandigarh, NCT of Delhi and Puducherry. The Bank has a full suite of Banking products such as Savings Account, Current Account, Fixed Deposit, NRI Fixed Deposit, Recurring Deposit, Micro Loan, Cash Overdraft, Loan against Gold, Loan against property, Institutional Finance and Two-wheeler Loan. The digital paradigm plays a part of the Bank's core DNA and it has been the force multiplier that has enabled the Bank to emerge as a best-in-class player in India. Your Bank recognizes digital as the currency that is going to radically change India's future, particularly in Banking. As a new-age Bank, it is striving hard to set new standards in customer experience with extensive use of technology, commitment to customer delight and the ‘digital first' approach supporting an extensive physical network, aids in technology-led operations.

Details of operations are given in the ‘Management Discussion and Analysis' which forms part of this Annual Report.

Some of the key developments of F.Y 2022-23 are highlighted in this report.

1. FINANCIAL HIGHLIGHTS – F.Y 2022-23

The financial performance for F.Y 2022-23 as compared to the previous year is summarized in the following table:(Rs. in Lakhs)

Note: Some of the numbers have revisions in the previous year due to reclassification in the grouping.

2. DIVIDEND

In order to strengthen the Bank's financial position as well as to support the ongoing expansion plans, your Directors did not recommend any dividend for the year under review.

3. AMOUNTS TRANSFERRED TO RESERVES

During the year under review, the Bank has transferred a sum of Rs. 2591 Lakhs to Statutory Reserves and Rs. 388 Lakhs to Other Reserves.

4. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Bank during the year under review.

5. CREDIT RATING

During the period under review and till the date of Board's report, the Bank has been assigned CARE A (Stable) rating and ICRA A (Stable) rating from CARE RATINGS and ICRA respectively for its Long-Term facilities and Tier II Bonds. The Bank has also been assigned IND A (Stable) credit rating by India Ratings & Research for its Unsecured Sub-ordinated Debt. Further, the fixed deposit program of the Bank has been rated "ICRA A (stable outlook)" rating by ICRA which is reaffirmed and migrated from MA+ (stable outlook) as per ICRA rating scale. Further, the Bank is assigned Crisil A1+ rating for Certificate of Deposits by CRISIL.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

2 During the year under review, the Bank did not have any outstanding amount that was required to be transferred to the Investor Education and Protection Fund in pursuance of provisions of section 125 of the Companies Act, 2013.

7. THE STATE OF BANK'S AFFAIRS

The Bank continues to be categorized as a ‘Small Finance Bank' under the RBI Regulations and during the year it continued to carry on business as ‘Small Finance Bank'. As a growing ‘Small Finance Bank', it has been expanding its area of operations and customer base. The management has been investing in digital solutions to support Bank's expanding operations, as required from time to time. The Bank's digital products and services aim to enhance customer convenience and expand its reach. The Bank onboarded

3.23 Lakh Fincare 101- Digital Savings account customers in FY22-23. The Fincare 101 solution enables in opening a completely digital Full KYC account by the customer. As a result, a total of 59,197 customers successfully opened the account via V-KYC process in FY22-23, registering 93% YoY growth.

Key highlights of the Bank's operations during FY23 in comparison to FY22 are as follows:

8. CAPITAL STRUCTURE OF THE BANK

During the financial year ended 31^st March, 2023, the Authorized Share Capital of the Bank stood at Rs. 300,00,00,000 (Rupees Three Hundred Crores) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 10 (Rupees Ten) each. The issued, subscribed and paid-up capital of the Bank as at 31^st March, 2023 is Rs. 220,77,97,200 (Rupees l;Two Hundred and Twenty Crores Seventy-Seven Lakhs Nine-Seven Thousand Two Hundred) divided into 22,07,79,720 (Twenty-Two Crores Seven Lakhs Seventy-Nine Thousand Seven Hundred and Twenty) Equity Shares of Rs. 10 (Rupees Ten) each. During FY23, the Bank did not issue any shares during the year. Also, the Bank has not bought back any of its securities.

9. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Bank in form MGT – 7 has been placed on the Bank's website www.fincarebank.com.

10. NUMBER OF MEETINGS OF THE BOARD DURING THE FY23

The Board of Directors of the Bank met 17 times in FY-2023. The maximum interval between any two meetings did not exceed 120 days and the Minutes of all the Board Meetings were duly recorded in the Minutes Book as prescribed in the Companies Act, 2013. The details of the meetings held during the year are mentioned hereunder:

The Details of Attendance of Directors are available in the Corporate Governance Report annexed as Annexure I to this report.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Being a Bank, disclosure of information pertaining to loans extended, guarantees given, securities provided, acquisition of securities etc. are not required to be made. Details of Investments are given in Schedule 8 to the Financial Statements forming part of this Annual Report.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

As there are no material related party transactions, Form AOC-2 is not required to be given pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 for the Financial Year ended on 31^st March, 2023.

13. EMPLOYEE STOCK OPTION SCHEME

In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, the Board had authorized the Nomination and Remuneration Committee of the Bank to administer and implement the Company's Employees Stock Option Scheme including deciding and reviewing the eligibility criteria for grant and /or issuance of stock options under the Scheme. During the period under review, no stock options were either issued or allotted under the Employee Stock Option Scheme of the Bank and there have been no amendments with Employee Stock Option Plan-2018 (version-4) of the Bank.

14. LISTING OF SHARES OF THE BANK

In accordance with the terms and conditions of the Small Finance Bank (SFB) license issued to our Bank, the Bank is required to list its equity shares within three years from the date the net worth of our Bank crosses Rs. 500 Crores (Rupees Five Hundred Crores). In order to ensure compliance with the aforesaid licensing condition, the Bank had filed Draft Red Herring prospectus (DRHP) with Securities Exchange Board of India on 9^th May, 2021, followed by an Addendum to DRHP on 20^th August, 2021. However, due to prevailing and overall financial considerations, the IPO process was slowed down. Also, based on internal working groups recommendations, the Association of Small Finance Banks had written to RBI for extending timelines for new as well as existing SFBs to list their securities. However, RBI had accepted the recommendation for new SFBs only. Hence, the existing SFBs may have to comply with the existing timelines, considering the significance of Capital Adequacy. The DRHP filed on 9^th May, 2021 was valid till 28^th July, 2022.

Accordingly, the Board of the Bank at its meeting held on 17^th June, 2022 passed a resolution to authorize the management to take all necessary steps in relation to the evaluation of options for raising additional capital including through an initial public offering by way of issue of fresh equity shares and/or offer for sale to interested and/ or existing shareholders of the Bank. Subsequently, the Bank filed a fresh Draft Red Herring prospectus (DRHP) with Securities Exchange Board of

India on 7^th August, 2022 proposing a primary issue of upto s. 6,250 (Rupees Six Thousand Two Hundred and Fifty) million and offer for sale of upto 17,000,000 equity shares. Thereafter, the Bank received a letter from SEBI returning the DRHP and giving a period of 60 days to re-submit the DRHP. The Bank re-submitted the Draft Red Herring prospectus (DRHP) on May 2, 2023 based on the Amended and Restated Financials as at March 31, 2023. As at the date of this report, the Bank is awaiting approval from SEBI on the DRHP filed on May 2, 2023.

15. APPOINTMENT OF AUDITORS A. STATUTORY AUDITORS

M/s S.R. Batliboi & Associates, LLP (FRN 101049W) are appointed as Statutory Auditors of the Bank for a period of three years from F.Y. 2022 to F.Y. 2024 subject to the approval of the RBI and them meeting the eligibility criteria under Companies Act, 2013. The Bank has sought approval of the RBI for continuation of appointment of M/s S.R. Batliboi & Associates, LLP, Chartered Accountants (FRN 101049W) for FY 2023-24.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank, at its meeting held on 2 November, 2022 has appointed M/s. Parikh Dave & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Bank, to conduct Secretarial Audit for F.Y. 2022-23. The Secretarial Audit Report is appended as Annexure II to the Board's Report.

C. INTERNAL AUDITOR

Mr. Subash V., holding a Master's degree in Business Administration, also a Certified Associate of Indian Institute of Bankers, and a bachelor's degree in Science – Mathematics, Physics and Chemistry, was appointed as an Internal Auditor of the Bank w.e.f . 14^th July, 2021 for a period of 3 years or retirement age, whichever is earlier.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There is no qualification, reservation, disclaimer or adverse remark made or fraud reported either by the Statutory Auditor or by the Secretarial Auditor in their reports, which otherwise would have required the Board to provide explanation in their report.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE BANK OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Bank that have occurred between the end of the financial year i.e., 31^st March, 2023 and the date of Boards' Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO IN THE MANNER AS PRESCRIBED IN RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 (A) Conservation of Energy and Technology Absorption: The Bank is committed towards saving energy and performing business operations in a sustainable manner. The details pertaining to the same is provided on page no. ____ of Annual Report.

(B) The Foreign Exchange earnings and outgo:

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Bank does not have any Subsidiary, Joint Venture and/or Associate Company. Hence, Form AOC-1 as specified under Companies Act, 2013 is not applicable to the Bank.

20. RISK MANAGEMENT POLICY

The Bank has in place a comprehensive Risk Management framework supported by detailed policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk, Reputational Risk and various other risks. The Board is supported by the Risk Management Committee, which is chaired by an Independent Director. It is also supported by various management committees as part of the Risk Governance framework. The design and implementation of a sound risk process is largely the responsibility of Chief Risk Officer supported by Risk Department of the Bank. At present there are no risks identified which threaten the existence of the Bank.

21. DEPOSITS

The Company being a Bank, requirements on disclosures of information in pursuance of 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.

22. DIRECTORS & KMPs

The Bank's Board consists of professionals with required knowledge and experience in the Banking sector. The responsibilities of the Board include, inter alia, formulating policies, taking new initiatives, reviewing performance, monitoring plans and ensuring that the Bank operates within the framework laid down by the regulator.

A) Change in Directors

During the financial year under review, following changes took place in the composition of the Board of Directors:

Mr. Varun Sabhlok ceased to be an Independent Director w.e.f. 30^th August, 2022 after completion of his tenure in the Bank.

The Board of Directors, upon recommendation of Nomination and Remuneration Committee, at its meeting held on 6^th August, 2022 appointed Mr. Narayanan Rajagopalan Nadadur as an Additional Director (Independent) on the Board of the Bank and was appointed as an Independent Director in the AGM dated September 27, 2022.

The Board of Directors, upon recommendation of Nomination and Remuneration Committee, at its meeting held on 27^th June, 2022 re-appointed Mr. Sunil Gulati and Mr. Alok Prasad as Independent Directors for a second term for the maximum tenure permissible under the provisions of the Companies Act, 2013 and applicable Banking Regulations/RBI guidelines prevailing from time to time on the Board of the Bank. Their re-appointment was thereafter approved by way of passing special resolution at the extra ordinary general meeting held on 19^th July, 2022.

Mr. Dhiraj Poddar, Nominee Director, retires by rotation this year, and being eligible, offers himself for re-appointment. The Board recommends his reappointment as Director of the Company liable to retire by rotation and was re-appointed in the AGM dated September 27, 2022.

The Board of Directors, upon recommendation of Nomination and Remuneration Committee, at its meeting held on February 20, 2023 re-appointed Mr. Rajeev Yadav as a MD & CEO for another term for the maximum tenure permissible under the provisions of the Companies Act, 2013 and applicable Banking Regulations/RBI guidelines prevailing from time to time on the Board of the Bank. His re-appointment was thereafter approved by way of passing special resolution at the extra ordinary general meeting held on March 15, 2023. Further, after the period under review, i.e. 31^st March, 2023:

The Board of Directors, upon recommendation of Nomination and Remuneration Committee, at its meeting held on 12^th June, 2023 re-appointed Mr. Pramod Kabra as a Non-Executive Director for third term for a period of 4 years subject to maximum tenure permissible under the provisions of the Companies Act, 2013 and applicable Banking Regulations/RBI guidelines prevailing from time to time on the Board of the Bank.

The Board of Directors, upon recommendation of Nomination and Remuneration Committee, at its meeting held on 28^th February, 2023 appointed Mr. Vinay Baijal as a Chairperson of the Board for the maximum tenure permissible under the provisions of the Companies Act, 2013 and applicable Banking Regulations/RBI guidelines prevailing from time to time on the Board of the Bank. The Bank is in compliance with the requirements of the RBI guidelines with respect to Small Finance Banks.

B) Changes in Key Managerial Personnel

During the period under review, there has been no change in the KMPs of the Bank.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND BANK'S OPERATIONS IN FUTURE

There are no material orders passed by the Regulators/ Courts/Tribunals during FY23, which would impact the going concern status of the Bank and its future operations. The Bank has complied with the applicable requirements and no penalties were imposed on the Bank by Stock Exchanges and SEBI during the year under review.

24. UPDATE ON INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING

In respect of adequacy of Internal Financial Controls (IFC) with reference to the Financial Statements, the Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Bank's policies, safeguarding of its assets, timely prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Further, the management regularly reviews the controls for any possible changes and takes appropriate actions.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming compliance with all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 read with the relevant rules.

26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE BANK ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Bank has adopted a Corporate Social Responsibility (CSR) Policy. The CSR policy of the Bank is framed in line with the guidelines on Corporate Social Responsibility for Private and Public enterprises. Statutory disclosures with respect to the CSR Committee and a Report on CSR Activities form part of this report as

Annexure III.

27. COMMITTEES OF THE BOARD

The Board has constituted various Committees to take informed decisions in the interest of the Bank and to establish adequate corporate governance practice. The Board Committees deal with specific matters as per powers delegated by the Board and monitor the activities falling under different functional areas of the Bank in accordance with provisions of Companies Act, 2013, the relevant rules made thereunder, Banking Regulation Act, 1949, other guidelines issued by RBI from time to time and, the Articles of Association of the Bank.

Details of composition of various Committees are specified in the Corporate Governance Report forming part of this report as Annexure I.

Further there were no instances when Board had not accepted any recommendation of the Audit Committee.

28. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Directors carried out evaluation of the Board as a whole, its Committees and the Directors (Executive, Non-Executive & Independent Directors) as per the performance evaluation procedure recommended by the Nomination and Remuneration Committee (Nomination Committee) for evaluation of performance of (i) Board/ Committees (ii) Directors, in areas such as, Board composition, level of involvement, performance of duties, attendance, etc. The Directors were updated by the Nomination and Remuneration Committee on various evaluation attributes. The Nomination and Remuneration Committee found the performance of all the Directors to be satisfactory and also found the overall functioning of the Board as well as that of its Committees as effective.

EVALUATION OF THE BOARD

The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors. Further, the Board appreciated that it comprised of professionals from multiple backgrounds which brought diversity of thinking and inputs to the table for effective functioning.

EVALUATION OF THE COMMITTEES OF THE BOARD

The Board evaluated its committees and was satisfied with their composition, functioning, frequency of meetings and performance.

EVALUATION OF THE DIRECTORS BY THE BOARD

The Board reviewed the individual performance of all the Directors of the Bank including Executive, Non-Executive and Independent Directors and noted that the performance of each Director met the expectations of the Bank. The Board further discussed that it is advisable to continue with the existing terms of appointment of the Independent Directors.

29. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Bank met separately on 27^th February 2023 without the presence of other directors and / or management team members, as required under Schedule IV of the Companies Act, 2013 and other applicable provisions of the Act.

30. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Bank has established a Whistle Blower Policy pursuant to which Directors and employees of the Bank can report their concerns on unethical and/or improper behavior, practices, actual or suspected fraud or violation of the Bank's Code of Conduct or any other wrongful conduct in the Bank or of its staff. There were 8 complaints reported in the quarter ended 31^st March, 2023 and suitable actions were taken as per Whistle Blower Policy adopted by the Bank.

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

The Bank has in place a policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. During F.Y 2022-23, 6 complaints were received.

32. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis report is attached to this report as Annexure IV.

33. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: a. in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures; b. the Directors selected such accounting policies and

6 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 of the Bank for that period; c. the Directors took 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; d. the Directors prepared the annual accounts on a going concern basis; e. the Directors laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and f. the Directors devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. HUMAN RESOURCES

The Bank continued to attract talent, both freshers and experienced in order to support its business and expansion goals. With ongoing efforts in transforming the Bank, the Bank provided employment opportunities across business, corporate and control functions. The Bank expanded its workforce to 14,804 employees as at 31^st March, 2023 as against 11,733 employees as at 31^st March, 2022.

The disclosures pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are specified in the Corporate Governance Report forming part of this report as Annexure I. 35. COMPLIANCE

The Bank has established a strong compliance culture and framework in line with its strategic goals of transparency and trust, among all its stakeholders. The Bank has a dedicated Compliance Department for ensuring regulatory compliance, across all its businesses and operations. The key functions of this department include, disseminating key regulatory updates affecting the various businesses of the Bank, reviewing new products and processes from a regulatory compliance perspective, providing guidance on compliance-related matters, among others. The Bank also put in place a ‘Know Your Customer' and ‘Anti-Money Laundering Policy' approved by the Board of Directors and transaction monitoring procedures, in accordance with the RBI guidelines.

36. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance is attached as Annexure I and forms part of the Directors' Report. Details on number of Meetings of Board and Committees and composition of various Committees of the Board are given in the Corporate Governance Report.

37. COMPLIANCE OF SECRETARIAL STANDARDS

The Bank has a dedicated Secretarial Department which ensures compliances of the Secretarial Standards issued by the Institute of Company Secretaries of India, along with the other requirements of the Companies Act, 2013 and other applicable provisions.

38. DISCLOSURE ON MAINTAINANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Bank and hence the same is not maintained.

39. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 134 and 178 of the Companies Act, 2013, the Bank has formulated and adopted the policy on appointment and remuneration of Directors and Key Managerial Personnel, a copy of which is placed on the website of the Bank at www.fincarebank.com.

40. RBI GUIDELINES

The Bank has complied and is committed to comply with all the licensing and operating guidelines of RBI as amended from time to time and the provisions of Banking Regulation Act, 1949.

41. CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis Report describing the Bank's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable RBI guidelines and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Bank's operations include raw changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

42. ACKNOWLEDGMENTS

The Directors place on record their sincere thanks to the Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Indian Banks' Association (IBA), Unique Identification Authority of India (UIDAI), the Bank's Customers, Depositors, Bankers and other Lenders, Shareholders, Registrar and Transfer Agent, Debenture holders, Debenture Trustees and other stakeholders for their continued support and faith reposed in the Bank. The Directors would also like to thank the BSE Limited, National Securities Depository Limited, Central Depository Services (India) Limited and the Credit Rating Agencies for their continued co-operation. The Board of Directors appreciates their support and is grateful for the confidence that they have placed in the Board of Directors and the Bank's management. The Board also places on record its deep appreciation for the dedication and commitment of the staff at all levels as their hard work, co-operation and support which enabled the Bank to achieve its corporate goals.