Karur Vysya Bank Ltd

To the Members,

The Board of Directors of your Bank is immensely pleased to present the 106^th Annual Report on the business and operations of the Bank together with the audited accounts for the financial year ended March 31, 2025.

Your Bank has been able to achieve significant growth in all areas of operation and delivered a striking performance during the financial year 2024-25, which depict the aptness of the strategies implemented during the last few years. The essence of the performance for the financial year 2024-25 is as below:

The Gross Deposits grew by 12,965.27 Crore and reached 1,02,077.99 Crore as on March 31, 2025 from 89,112.72 Crore as on March 31, 2024, recording a growth of 14.55%.

The Term Deposits grew by 12,218.55 Crore and reached 74,246.22 Crore as on March 31, 2025, from 62,027.67 Crore as on March 31, 2024, registering a growth of 19.70%.

Your Bank's CASA balances grew by 746.71 Crore and reached 27,831.77 Crore as on March 31, 2025 from 27,085.06 Crore as on March 31, 2024, recording a growth of 2.76%. The CASA balance as on March 31, 2025 is constituted by Savings Bank deposits of 19,478.84 Crore and Other Demand Deposits of 8,352.93 Crore. The CASA ratio of the Bank as on March 31, 2025, stood at 27.27%.

During the year, your Bank's credit portfolio grew by 10,068 Crore and reached 84,491 Crore as on March 31, 2025, from 74,423.22 Crore as on March 31, 2024, registering a growth of 13.52%. Growth in advances is majorly contributed by Commercial, Retail and Agriculture. Commercial loan book increased its share to 36% of the total loan portfolio followed by Retail as well as Agriculture at 25% each and Corporate Loan Book reduced to 14% indicating our continued shift towards granular portfolio. The degrowth in Corporate and Institutional loan books resonates with our preference over margins than topline growth. The details of the advances portfolio for the financial year 2024-25 and financial year 2023-24 along with their comparative growth are given in the table below.

As on March 31, 2025, the Priority Sector Lending of your Bank reached 35,476.26 Crore and constituted 47.09% of its Adjusted Net Bank Credit (ANBC) as against the statutory requirement of 40%.

Your Bank's Agriculture Advances reached 20,818.50 Crore as on March 31, 2025. Also, the bank's Priority Sector - Agriculture advances in terms of RBI guidelines stood at 15,266.15 Crore which constitutes 20.26% of ANBC as against the regulatory stipulation of 18%. Advances to Micro Enterprises and Weaker Sections Credit stood at 7.95% and 12.47% of ANBC respectively. Your Bank has continuously achieved and surpassed all the targets and sub-targets under the Priority sector for all the quarters of the year through a focused lending strategies.

Your Bank has a dedicated vertical (Credit Monitoring and Recovery Department) that takes care of recovery. It plays a pivotal role in ensuring the health and stability of our bank's loan portfolio. In the face of economic fluctuations and market challenges, your Bank diligently manages Non-Performing Assets (NPAs) to minimise risks and optimise recovery strategies. High value NPA accounts are taken care by eight Asset Recovery Branches spread across India for effective recovery. Your bank has also engaged recovery agencies to assist the Asset recovery Branches to reach the end customers for continuous follow-up.

The Gross NPAs of your Bank curtailed by 399.84 Crore and contained to 641.80 Crore as on March 31, 2025, from the level of 1,041.64 Crore as on March 31, 2024. Correspondingly, Net NPA of your Bank curtailed by 131.76 Crore and contained to 166.21 Crore as on March 31, 2025 from the level of 297.97 Crore as on March 31, 2024. In terms of percentage, your Bank's Gross Non-Performing Assets (Gross NPA) and Net Non- Performing Assets (Net NPA) were well contained at 0.76% and 0.20% as against 1.40% and 0.40% of the previous year respectively. Further, your Bank's SMA30+ levels has been managed well and confined to 0.30% as against 0.38% of previous year. Your Bank has carried out focused recovery drive on a continuous basis which resulted in improved recovery performance during the past three years. The Provision Coverage Ratio stood at 96.81% and your Bank is continuously strengthening the ratio for the past five years. Your Bank will take all possible steps to curtail slippages and expedite recovery in existing SMA / NPAs.

Your bank has implemented several measures to minimise slippages and enhance recovery, including strengthening credit risk assessment processes, implementing proactive monitoring systems, offering timely restructuring options for stressed borrowers, collaborating with specialised recovery agencies, leveraging data analytics for early warning signals, and streamlining legal and recovery frameworks. These steps ensure proactive identification of potential defaults, prompt action for resolution, and efficient recovery processes, ultimately contributing to the reduction of slippages and improved recovery rates.

Analytics Department has devised a separate EWS Tool, which generates Early Warning Signals for helping Bank to monitor Portfolio regularly.

Your Bank's investment portfolio grew by 1,365.69 Crore and reached 24,206.14 Crore as on March 31, 2025, from 22,840.44 Crore as on March 31, 2024, registering a growth of 5.98%. The average investment for the financial year 2024-25 stood at 24,563.83 Crore. The investment portfolio's composition is consistent with the Investment Policy of the Bank and lays stress on liquidity and regulatory management besides providing gains.

Interest income earned on investments during the financial year 2024-25 was 1,622.47 Crore as against 1,331.01 Crore in ial year 2023-24. Profit made on sale of investments was financ at 68.36 Crore for the FY 2024-25. With a view to prevent large volatility, Modified Held To Maturity (HTM) was maintained at a lower level of 3.43 years. Liquidity position was maintained at comfortable levels throughout the financial year 2024-25.

Your Bank's merchant turnover reached 25,136 Crore during the ial year 2024-25 as against previous year's achievement of financ 24,559 Crore. Bank's Export credit de-grown to 1467 Crore during the financial year 2024-25 as against previous year's position of 1,554 Crore. Total Income earned through foreign exchange transactions was 58.83 Crore for the financial year 2024-25 as against 57.85 Crore for the previous financial year 2023-24. Exchange Profit of 31.56 Crore and Commission & others of 27.27 Crore forms part of total Income earned through foreign exchange transactions.

Your Bank's Interest expenditure increased by 1,023.38 Crore and reached 5,418.12 Crore for the financial year 2024-25 as against 4,394.74 Crore for the financial year 2023-24. The Operating expenses also increased to 2,877.14 Crore during the financial year 2024-25 from 2,638.75 Crore of the previous financial year in line with the business growth and various new initiatives taken by the Bank. Your Bank regularly monitored both its operating and establishment expenses during the year and tight controls were exercised on the expenditures.

Your Bank's Cost of deposits for the year increased by 42 bps to 5.61% during the financial year 2024-25, and in tune with the same, yield on advances also improved by 20 bps from 9.95% to 10.15%. Further, yield on investments improved by 38 bps to 6.61%. Hence, spread between yield on funds (8.93%) and cost of funds (5.61%) works out to 3.32%, as against 3.45% a year ago. Accordingly, Net Interest Margin (NIM) of your Bank reduced by 11 bps to 4.09% over the previous year position of 4.20%.

The Net Profit of 1,941.64 Crore along with 10.21 Crore brought forward from the previous financial year, aggregating to 1,951.85 Crore, was appropriated as follows

Your Bank has formulated the Dividend Distribution Policy as per the requirements of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR") and guidelines issued by Reserve Bank India. The objective of the Policy is to ensure an equitable balance between rewarding the shareholders through dividend and retaining for future growth of the Bank subject to compliance with the dividend pay-out ratio matrix prescribed as per extant guidelines issued by Reserve Bank of India. The Dividend Distribution Policy is available on the Bank's website at https://www.kvb.co.in/docs/ dividend-distribution-policy.pdf

Accordingly, considering the capital position of the Bank and the quantum of dividend pay-out permitted, Board of Directors of the Bank is pleased to recommend a Dividend of 2.60/- per equity share of face value of 2/- each i.e., 130%, for the financial year 2024-25. Your Bank has notified August 07, 2025 as record date for determining the names of members eligible for dividend on Equity shares. The Dividend pay-out is in accordance with Bank's Dividend Distribution Policy and is subject to the approval of the shareholders at the ensuing 106^th Annual General Meeting and also any regulatory/statutory authorities, if required.

In accordance with Accounting Standards 4 - Contingencies and Events occurring after the Balance Sheet date - notified by the MCA on March 30, 2016, the proposed dividend amounting to 209.33 Crore has not been shown as an appropriation from the Profit and Loss account as of March 31, 2025 and correspondingly not reported under Other Liabilities and Provisions as at March 31, 2025 (is reported under balance of profit).

The Authorised share capital of the Bank stood at 200 Crore divided into 100 Crore equity shares with a face value of 2/- 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.

During the financial year under review, Bank has allotted 6,80,540 Equity Shares of face value 2/- each to the employees who exercised their options under KVB ESOS 2011 Scheme and KVB ESOS 2018 Scheme. Further Bank has alloted 67,121 shares which were kept under abeyance category to the claimants. Post allotment of the aforesaid equity shares, the Issued Share Capital increased from 1,61,00,85,864 to 1,61,14,46,944 comprising of 80,57,23,472 equity shares with a face value 2/- each and the Paid-up Share Capital increased from 160,87,53,996 to 1,61,02,49,318 comprising of 80,51,24,659 equity shares with a face value 2/- each. Other than the aforementioned, there is no change in capital structure of the Bank during the year under review.

The Board of Directors in their meeting held on July 24, 2025 has approved alteration of Authorised Share Capital from 200 Crore divided into 100 Crore equity shares of 2/- each to 250 Crore divided into 125 Crore equity shares of 2/- each and issue of Bonus shares subject to the approval of members of the Bank in the 106^th AGM of the Bank.

The Bank's Net owned funds grew to 11,929.54 Crore as on March 31, 2025, from 10,040.07 Crore of the previous financial year.

Bank's Earnings Per Share (Basic) stood at 24.13 for the financial year 2024-25 as against 19.99 for the financial year 2023-24. The Book Value of shares was 145.57 per equity share of face value 2/- each (fully paid up) as on March 31, 2025, as against previous year position of 122.42.

Bank has not issued any Debt instruments and the details of credit rating received during the year under review is as follows;

ICRA A1+: Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

ICRA AA (Stable): Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

CRISIL A1+: Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

CARE A1+: Securities with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such securities carry lowest credit risk.

Further, during the financial year 2024-25 for the Bank's Basel III Tier II Bonds, India Ratings and Research vide its communication dated 07.05.2024 has withdrawn its Credit Rating "IND A+/ Stable," and ICRA vide its communication dated 12.07.2024 has withdrawn its Credit Rating "ICRA AA- (Stable), consequent to repayment of principal on 12.03.2024.

The Bank's Capital Adequacy Ratio stood at 18.17% as on March 31, 2025, as per BASEL III norms. This is well above the statutory limit of 11.50% (9% plus Capital Conservation Buffer of 2.50% is required to be maintained as of March 31, 2025) as prescribed by the Reserve Bank of India Guidelines.

Your Bank does not have any Subsidiaries or Associates/JVs to report during the year under review.

Pursuant to provisions of the Regulation 34(2)(e) of SEBI LODR, the Management Discussion and Analysis Report for the year forms part of this Annual Report.

The selection of new branch and office locations follows a strategic approach focused on identifying high-potential areas. To assess the viability of potential centres, your Bank conducts a detailed analysis on leveraging data from various forums and sites. Additionally, we rely on location-based surveys received from respective Divisional Offices, which provide valuable insights. By combining these sources of information, we carefully shortlist the locations for opening new branches or offices, ensuring that our expansion efforts align with the growth prospects of each centre. Your Bank has added Fifty (50) Branches (Regular Branches 12, LITE-38) and Two (2) Offices viz. Corporate Communication and Social Responsibility Cell and Corporate Institutional Group at Chennai during the financial year 2024-25. Your Bank has 888 Branches as on March 31, 2025. The branch network including Corporate Business Units, Business Banking Units, Asset Recovery Branches, OMC, SMART, Digital Banking Units and Precious Metal Division totals to 888 as on March 31, 2025, excluding three Extension Counters and four Satellite Offices. During the year under review, your Bank has installed 88 new Automated Teller Machines (ATM), 100 Bunch Note Recycler Machines (BNRM) and 77 Self Service Passbook Kiosks. As of March 31, 2025, 1,586 Automated Teller Machines (ATM), 666 Bunch Note Recycler Machines (BNRM) and 294 Self-Service Passbook Kiosks are providing uninterrupted Banking services tocustomers.

As on March 31, 2025, your Bank has eight Currency Chests across different locations in Tamil Nadu, Andhra Pradesh, Telangana and Karnataka to supply adequate cash to Branches & ATMs in its respective areas and the Clean Note Policy of RBI is being adhered to. Currency Chests also support the branches to maintain cash within the retention limit for smooth operations. Bank also conducted soiled note exchange melas and distribution of coins through Currency Chest linked branches.

Financial Inclusion ensures availability of basic banking services and products to all, thereby reaching the unreached, un-banked and under-banked areas. Bank has been actively pursuing the agenda of Financial Inclusion with key interventions in offering appropriate financial products, using technology and financial literacy. Bank is providing various Business Correspondents (BCs) services & implementing comprehensive Financial Inclusion programme through effective utilisation of BCs in Sub Service Area (SSA). SSA is a cluster of few villages and is linked to one base branch of the Bank.

Your Bank has reached the underprivileged segment of the society and extended its focused financial services through 156 Bank Mitras in rural villages, 3 Bank Mitras in urban locations including 39 Ultra Small Branches. The Bank Mitra use Micro ATM for providing the banking services to thecustomers.

Your Bank continues to provide basic financial products including Basic Savings Bank Deposit Account (BSBDA), Social security schemes of Insurances like., Pradhan Mantri Jeevan Jyoti Bima

Yojana (PMJJBY), Pradhan Mantri Suraksha Bima Yojana (PMSBY) and Pension product like., Atal Pension Yojana (APY) and thereby support the Government in implementation of various social welfare schemes. Your bank has made 39,590 fresh enrollments under PMJJBY, 1,90,839 fresh enrollments under PMSBY and 5,403 enrollments under APY during the year.

Your Bank has enrolled 26,117 PMJDY accounts during the year. The Balance outstanding in the PMJDY accounts as on March 31, 2025, was 12.12 Crore. The Bank has issued 26,117 Rupay Debit Cards under PMJDY accounts during the year. Micro ATM devices are provided to Bank Mitras for facilitating payments, which are enabled for accepting Rupay Card transactions/ Aadhaar enabled Payment system (AePs)/Third Party deposit, Balance enquiry, Mini statement. Bank Mitras have done 3.57 Lakh transactions, amounting to 44.98 Crore during the year under report which includes of DBT/Old Age Pension/ MGNREGS transactions.

Your Bank is providing credit facilities to Self-Help Groups (SHG) / Joint Liability Groups (JLG) to meet the credit needs of the poor. As on March 31, 2025, the Bank has 98,970 JLG loans with outstanding of 331.84 Crore.

Financial Literacy campaigns are intended to provide basic banking knowledge to people across various corners of the Society. Your Bank has been in the forefront in creating awareness to the rural mass on the financial services and products through the Financial Literacy Campaigns. During the FY 2024-25, your Bank has conducted 302 financial literacy campaigns in Rural, Semi Urban/Urban areas, including RBI Financial Literacy week campaign 2025.

Your Bank is always inclined to plan and implement the latest trends, technological advancements, and innovations. Such long-term projects are initially taken up as study projects. Based on their technical feasibility, these study projects are converted into regular action plan projects to benefit our customers. The bank has been integrating AI and ML into its operations to improve decision-making processes, risk assessment, and customer service. These technologies help in providing personalised banking experiences and optimising operational workflows.

Your Bank has implemented the following customer centric projects during the financial year 2024-25: l Completion of Middleware Version migration:

As part of the ongoing technology enhancement initiative for FY 2024-25, the middleware version has been migrated to the latest version. This migration was undertaken to enhance technology performance and ensure better support for the bank's application.

l GST UPI Payment facility:

GSTN has enabled tax collection via the UPI payment mode, in addition to the existing Over the Counter and Internet Banking payment options.

This feature will be useful for customers to conveniently pay their GST payments using any mobile UPI application.

Our bank has implemented this GST UPI Payments facility, allowing any customer to pay GST taxes seamlessly through any UPI-enabled mobile App.

l Implemented CPPC pension module under Government Business process for central government like defence, Telecom, Postal and Railways:

The Pension Module Application automates and streamlines the pension disbursement process for civil pensioners, including those from Central Government ministries, union territories, retired judges, former Members of the Parliament, All India Service pensioners, and family pensioners. By eliminating manual calculations and reducing dependency on manpower, the application ensures faster, accurate, and reliable pension payments.

The application integrates with the Central Pension Processing Centers (CPPCs) to manage the entire pension payment process, from capturing Pension Payment Order (PPOs) to crediting payments. It also generates necessary reports and scrolls/e-scrolls for reimbursement, extending its functionality to Central and State Government treasuries for consistent and efficient pension management.

l Dlite: Launched updated version of DLite App with enhanced customer experience, pay to contacts, statements download, Loan certificate, Social Security Schemes, Email ID verification, Tutorial videos for Mobile banking in corporate website.

l Implemented UPI Pay to Contact in mobile Banking:

The UPI Numerical Mapper (Pay to Contacts) allows us to make payments using just a mobile number instead of a full UPI ID / IFSC, Account number / MMID. It is a customer-friendly way to simplify digital payments using familiar contact details.

l Enhanced Security Features: Application Security, Tampered app detection, app blacklisting, runtime integrity checks, and detection of side-loaded apps.

l Anti-Malware Capabilities: Protection against app spoofing, unsecured keyboard usage, spyware, adware, and riskware, as well as key-logger prevention and detection of hooking frameworks.

l Fraud Prevention Controls: Alerts for social engineering, voice call interception, SMS forwarding, OTP sharing, remote access via screen-sharing apps, and protection against "juice jacking" (data theft via charging cables).

l Internet Banking: Unified Dashboard, Simplified Transfer, Quick Pay, Quick Response Search, Password Protected E-Receipts for Transactions, Accessibility over Mobile, Multi-Lingual Support and Feedback Capture

& Management.

l Credit Card Inbound Customer Support: With effect from December 13, 2024, exclusive Credit Card customer support was setup at our existing call center and the customers queries / request / complaints are handled by the customer support executives.

l E-mail & SMS triggers for the National Cybercrime Reporting Portal (NCRP): Non-Connect Customers /

Customers directly report the fraudulent transactions at NCRP, the data is shared by COC to call center and outcalls are initiated to customers to ascertain the modus operandi. If the customers are non-contactable, after the stipulated attempts, SMS and E-mail are triggered to the non-connected customers, to reach us back or the Branch for providing the details. Such non-connects are entered in the payment fraud data entry screen.

Information Security Group has been established to safeguard the bank's information assets (systems, data & networks) against internal and external threats by implementing comprehensive information security controls, policies, and technologies in alignment with regulatory standards and frameworks. The scope of ISG activities range from designing the information security policy, implementation, compliance to regulatory guidelines, SOC monitoring, Incident Management, Application Security, Cloud Security, Data Security, End Point Security, Network Security, Threat Monitoring and Intelligence, Cyber Forensics, Vulnerability Management to Security Assessments. The department is in process of adopting models like Artificial Intelligence / Machine learning, Zero trust models etc. with a view of strengthening the security posture of the bank.

The Board and Senior Management of your Bank have envisaged the risks associated with adoption of Information Technology and Digital Transformation initiatives to enhance customer service. Your Bank has established an Information Security Group headed by Chief Information Security Officer (CISO), who is specialised in Information and Cyber Security Risk Management to protect the Bank's Information Assets.

The CISO is responsible for setting the strategic direction of Information Security initiatives within the bank, and reports to the Chief Risk Officer. Also, responsible for overall security Governance, Risk Management, Policy creation, Security Monitoring on 24x7x365 days, Cyber Incident response, and ensuring that your Bank complies with relevant laws and RBI regulations, relating to Cyber Security.

The CISO Office establish the Information Security Policy, Digital Payment Security controls policy and Cyber Crisis management plan which are approved by the Board and reviewed annually. The CISO office is committed to work towards aligning itself with the evolving threat landscape with dedicated People implementing Processes and Technology.

Your Bank is compliant with ISO/IEC 27001, which is the international standard for Information Security, duly certified by M/s TUV SUD since 2018. Accordingly, the CISO Office has defined documented ISMS procedures which includes the processes to be followed for Change Management and Incident Management. In respect of security issues arising due to any reason, the CISO Office has a robust process for Incident

Response which requires Root Cause Analysis (RCA) for each incident and implementation of corrective actions to plug the gaps, if any. Your Bank has also established best practices of Baselines for the IT systems.

Your Bank's ISMS reinforces not only the Confidentiality, Integrity and Availability of information but also other security principles such as Authenticity, Non-Repudiation and Accountability. Thus, your Bank's ISMS ensures the following objectives: Safety and privacy of sensitive customer and Bank's information.

Prevent IT Assets and Information System from Unauthorised Access.

Protect the Data / IT Systems from threats such as Phishing, Ransomware and other malware, malicious actors targeting cloud services and integrated systems in multiple locations over the Internet and zero-day attacks.

Timely availability of Data / IT Systems to the authorised users.

The bank has implemented several controls to prevent or detect data breaches,including: Perimeter security controls such as network firewalls, web application firewalls, network intrusion prevention, network segregation, and network behaviour analysis and anomaly detection systems.

Privileged access management control.

Host-based intrusion prevention systems to automatically detect and prevent known vulnerabilities.

24x7 security monitoring to identify unusual security events in the bank's IT environment and timely incident response actions.

Periodic management and Board oversight to review control effectiveness and strengthen controls.

To provide awareness on recent trends in Information security and understanding on the crucial role in safeguarding the data, Bank has been arranging Virtual trainings, Cyber awareness workshops, Phishing campaigns, awareness Email and SMS, etc., to its employees and also circulating the awareness Email and SMS to itscustomers.

1. ISO 27001:2022 Certification: The Bank is now certified with a recent version of ISMS - ISO 27001:2022. Successful transition from ISO 27001:2013 to recent 27001:2022 version depicts the commitment in aligning with the globally recognised best practices in information security there by ensuring that controls implemented in our environment are capable to handle the evolving threat landscape and meets regulatory expectations.

2. Version Enhancements of Security Solutions : All critical infosec tools have migrated to the recent version to equip the bank to handle the emerging threatlandscape.

3. Training Programs : Various internal and external training sessions to enhance the skill set of internal teams.

4. Implementation of new Security solutions: New security tools were procured for equipping the organisation to protect against emerging threat landscapes.

There was no change in the nature of business of the Bank during the financial year under review.

The Bank has on par computerised solutions similar to New-Gen Private Sector Banks to serve its customers in respect of all banking requirements. Adequate infrastructure has been established in processing the day-to-day transactions. "Flexcube" is the CBS platform used in the Bank which is commonly used in several well-known banks in the Country. The CBS platform has well defined set-up to ensure internal financial controls viz maker-checker requirements with adequate credentials. Automation of interest & charges application and accounting transactions ensures necessary internal financial control. IT audit in respect of CBS is also being conducted as per the stipulated periodicity which ensures adherence to the regulatory and mandatory guidelines. Exclusive unswerving reporting software is used by Bank with appropriate systems and protocols which have periodical review. The same ensures reporting of Bank's business without any ambiguity. The Bank has standardised operating procedures in monitoring the account operations to have effective internal controls. Separate monitoring team has been identified to prevent and detect frauds and errors in the Bank. Compliance of regulatory/mandatory requirements are being taken care by an individual team which has its exclusive procedure in adhering to regulated and framed policies besides reporting of financial information in a disciplined manner. These systems enable the Bank to have established internal control over financial information reporting.

The Bank has Board approved policies in respect of various banking activities like lending, investment, borrowing etc. with well-defined hierarchy of officials vested with sanctioning powers. Inspection Department and Risk Management Department review various aspects of internal control, adherence to procedure and review credit assessment protocols periodically.

Internal Financial controls of the branches are statutory branch auditors during their branch audit and covered in the report. Statutory Central Auditors of the Bank audit the internal controls over financial reporting of the Bank and submit a separate report containing the salient features of their observations to the Board of directors.

Risks are inherent in any business and banking is not an exception to this. Your Bank has adopted a multi-layered risk management process to identify, assess, monitor and manage risks through the effective use of processes and information technology.

Objective of risk management of the Bank is to balance the trade-off between risk and return and ensure that the Bank operates within the Board approved risk appetite statement. An independent risk management function ensures that the risk is managed assessed, monitored, managed, and mitigated through policies and processes approved with the by the Board of Directors encompassing independent identification, measurement, and management of risks across the various businesses of the Bank. The risk management function in the Bank strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the risks. The Bank continues to focus on refining including automation of processes, not only to ensure compliance with regulatory requirements, but also to ensure optimal capital utilisation with a better risk-adjusted return. The Board reviews the risk profile of the Bank at periodic intervals and ensures that risk levels are with in the defined appetite.

The Board is responsible for overseeing the overall risk management framework by approving various policies relating to the Risk functions and has delegated powers to Board Level Risk Management and Asset Liability Management Committee (RM & ALM) for monitoring the implementation of Risk Governance Framework, compliance to various policies & processes. The RM & ALM Committee ensures the same by closely monitoring & guiding the functions through Executive Level Credit Risk Management Committee, Market Risk Management Committee, Operational Risk Management Committee and Asset Liability Management Committee, which regularly assess the functional efficiency of the Bank's risk management processes. Minutes of these Committee meetings are placed to the RM & ALM Committee of the Board for its perusal and further guidance. The Board is reviewing the performance of these executive level committees on half yearly basis.

Risk Management department examines various policies of the by the Bank to ensure risk management aspects are addressed in those policies. Risk Management Department also maintains various risk management policies viz., Credit risk rating, Market risk, Liquidity risk, Operational risk, Risk culture, Strategic risk management, Reputational risk, Integrated risk management, Stress testing and ICAAP.

Bank's risk management objectives broadly cover proper identification, assessment, measurement, monitoring, controlling, mitigation and reporting of the risks across various business segments of the Bank. The risk management strategy adopted by the Bank is based on a clear understanding of the risks and level of risk appetite, which is dependent on the willingness of the Bank to take risks in the normal and stressed course of business operations.

All material risks of the Bank emerging during its business are identified, effective control measures in place.

Bank is well capitalised; CRAR stands at 18.17% as on March 31, 2025. Capital provides the required buffer to manage and meet any unexpected risks / losses that materialise despite prudent and timely risk management actions. In view of the foregoing, apparently there are no material risks which threaten the existence of the Bank.

The Bank has put in place a ‘Whistle Blower Policy' in compliance to the provisions of Regulation 4(2)(d)(iv) of the Listing

Regulations, the Companies Act, 2013 and SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. This policy also incorporates suggestions of the Protected Disclosure Scheme for Private Sector Banks instituted by the Reserve Bank of India. The Bank's Whistle Blower Policy is in synchronisation with all statutory and regulatory guidelines on Vigilmechanism.

Through the Whistle Blower Policy / Vigil Mechanism, the Bank encourages an open and transparent system of working and dealing amongst its stakeholders to make or report any disclosures under this Policy, without any fear of reprisal, retaliation, discrimination or harassment of any kind.

Under the Whistle Blower Policy, the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The objective of the policy is to pre-emptively identify any untoward events with the help of the employees and to take timely corrective measures before they become incidents. This mechanism also provides adequate safeguards against victimisation of employees who avail this mechanism and provides for direct access to the Chairman of the Audit Committee of the Board, in exceptional cases when the Whistle Blower is not satisfied with the resolution of the complaint. During the FY 2024-25, 5 complaints were received under this mechanism and there were no instances of escalations made to the ACB Chairman. The Audit Committee of the Board reviews the complaints received through the Whistle Blower Mechanism on a quarterly basis.

The Bank is encouraging all its stakeholders to share the details of any kind of unlawful/unethical instances/practices noticed on the part of any employee, in order to take appropriate action upon review. Further, the Bank is ensuring that the details shared under this mechanism are kept confidential and protection is available to the Whistle Blower. Periodical training and awareness sessions are being conducted for the employees on the importance of Whistle Blower mechanism.

The details of the Whistle Blower Policy is made available on the website of the Bank https://www.kvb.co.in/docs/whistle-blower-policy.pdf

The stakeholders are encouraged to voice their concerns by way of Whistle Blowing.

May raise their concerns at pds@kvbmail.com

The details related to Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are furnished in the Corporate Governance Report that forms part of this Annual Report.

All transactions entered by your Bank with related parties are not material and repetitive in nature in ordinary course of business and on an arm's length basis. Omnibus approval is obtained from the Audit Committee for transactions which are repetitive in nature and the same are reviewed on periodic basis. The Bank's policy on Related Party Transactions can be viewed at: https:// www.kvb.co.in/docs/related-party-transactions-policy.pdf.

During the year, your Bank has not entered into any materially significant transactions with the related parties, which could lead to potential conflict of interest. Therefore, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Companies Act, 2013 and Form AOC-2 is not applicable to the Bank.

The Bank has constituted a Board level Audit Committee in line with the requirements of the Companies Act, 2013, SEBI LODR and Reserve Bank of India guidelines, as amended from time to time. Board has accepted all the recommendations of the Audit Committee. The details of the composition of the Audit Committee are disclosed in the Corporate Governance Report that forms part of this Annual Report.

Being a Banking company, the disclosures required as per Rule 8(5)(V) of Companies (Accounts) Rules, 2014, read with Section 73 and 74 of the Companies Act, 2013 are not applicable.

Pursuant to Section 186 (11) of the Companies Act, 2013, the provisions of Section 186 of the 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, the particulars of loan and guarantees as required under Section 134(3)(g) of the Companies Act, 2013 are not required to be disclosed. The particulars of investments made by the Bank are disclosed in the Financial Statements as per the applicable provisions of the Banking Regulation Act, 1949.

In terms of Section 139 of the Companies Act, 2013 read with Section 30(1A) of the Banking Regulation Act, 1949, it is proposed to re-appoint, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/ W100166) and M/s. Varma & Varma, Chartered Accountants (Firm Registration No. 004532S) as Joint Statutory Central Auditors of the Bank, who are retiring at the conclusion of the ensuing 106^th Annual General Meeting (AGM), subject to the approval of Reserve Bank of India and shareholders of the Bank. The Bank has received consent from the Auditors on their reappointment and confirmation to the effect that they are not disqualified to reappointed as the Auditors of the Bank in terms of the provisions of the Companies Act, 2013 and the rules made thereunder.

Accordingly, the Board of Directors have recommended to the shareholders, the reappointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/ W100166) and M/s. Varma & Varma, Chartered Accountants (Firm Registration No. 004532S) as Joint Statutory Central Auditors of the Bank, to hold office from the conclusion ensuing 106^th AGM till the conclusion of the next AGM. Fee payable to Statutory Auditors is proposed at 1,30,00,000 (Rupees One Crore and Thirty Lakh only) plus applicable taxes and out of pocket expenses with a cap of 10% of fees for the financial year 2025-26, subject to the approval of Reserve Bank of India and Shareholders of the Bank.

Members are requested to consider the re-appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/ W100166) and M/s. Varma & Varma, Chartered Accountants (Firm Registration No. 004532S) as Joint Statutory Central Auditors of the Bank.

Pursuant to the Regulation 33(1)(d) of the SEBI LODR, the 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.

The Joint Statutory Central Auditors of the Bank viz., M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166) and M/s. Varma & Varma, Chartered Accountants (Firm Registration No. 004532S), have audited the accounts of the Bank for the and their Report forms part of this Annual Report. 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 Independent Auditor's Report.

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

During the period under review, no fraud was reported by the Auditors under sub-section (12) of Section 143 of the Companies be Act, 2013.

In line with Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI LODR, Board in its meeting held on July 24, 2025 has recommended, the appointment of M/s S.A.E. & Associates LLP, Company Secretaries, (Firm Registration No. L2018TN004700) for undertaking the Secretarial Audit of the Bank for a period of five years fromFY 2025-26 to FY 2029-30 of the with a remuneration of 2,25,000/- plus applicable taxes and out of pocket expenses for FY 2025-26 with 10% increase in last drawn fees every year thereafter till FY 2029-30, for the approval of shareholders of the Bank.

Members are requested to consider the appointment of M/s S.A.E & Associates LLP, Company Secretaries, (Firm Registration No. L2018TN004700) as Secretarial Auditor of the Bank.

In line with Section 204 of the Companies Act, 2013 and Regulation 24A (1) of the SEBI LODR, your Bank has appointed M/s S.A.E.

& Associates LLP, Company Secretaries, (Firm Registration No. L2018TN004700) to undertake the Secretarial Audit of the Bank for the financial year 2024-25. The Bank produced all necessary records to the Secretarial Auditors for smooth conduct of their Audit. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as Annexure – I.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the financial year 2024-25 ial yea

Pursuant to regulation 24A (2) of the SEBI LODR and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Bank has obtained Secretarial Compliance Report, from 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 to Stock Exchange within Sixty days from the end of the Financial Year.

As per RBI guidelines, Proforma IndAS statements have to be submitted on half-yearly basis and accordingly submitted to RBI. RBI has issued discussion paper on introduction of Expected Credit Loss Framework for provisioning by banks during FY 2022-23. Final guidelines are awaited. Further details are given in Schedule 18 Notes to Account of the Balance Sheet. ial position of the Bank between the

During the financial year 2024-25, your Bank is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Disclosures relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are detailed as under:

Your Bank has undertaken various energy efficiency improvement initiatives for energy conservation at its branches / offices by installing LED lights in a phased manner. VRF (Variant Refrigerant Flow) AC units have been installed in back offices across various cities to save electricity by energy conservation technology.

Your Bank owns a 850 kW Wind Turbine Generator in Govindanagaram, Theni District, Tamilnadu and the said wind mill has generated 11,18,616 units during the year under review. Bank is utilising the power generated by Wind Turbine for its

Central office solar power plant (38 kW) has been installed at our Bank's own building at Hyderabad Divisional Office for utilisation of renewable energy and the said plant has generated 46,650 units.

Your Bank has made a capital investment of 45,55,426/- on LEDLightsduringthe r 2024-25.

Your Bank has always used information technology extensively to deliver quality service to its customer, for more details please refer the section on Technology Initiatives of Directors Report forming part of the Annual Report.

Your Bank continuously supports and encourages the country's export efforts through its export financing operations. The details on foreign exchange earnings and outgo are furnished in the Foreign Exchange Transactions section that forms part of this report.

There are no material events/changes and commitments, which affectthe of the financial year of the Bank and the date of the Directors' Report.

During the financial year 2024-25, no significant and material orders were passed by the Regulators or Courts or Tribunals against the Bank which impacts its going concern status and Bank's operations in future.

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

The Annual Return for the financial year ended March 31, 2025, as required under Section 92 (3) and Section 134(3)(a) of the Companies Act, 2013 is available on the Bank's website at https://www.kvb.co.in/investor-corner/annual-general-meeting/ annual-return/

There is no application or proceeding against the Bank under Insolvency and Bankruptcy Code, 2016 during the financial year under review.

However, Bank has been filing cases in NCLT under IBC, 2016 as a part of its recovery mechanism and the status of the cases as at the end of the as below:

^ In addition to the two claims, there are 50 other claims filed with NCLT under IBC by other Lenders/ Operational Creditors, involving 1,165.66 Crore, in which our Bank has submitted claims as one of thecreditors.

Being Banking Company, the aforesaid provision is not applicable to your Bank.

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure II.

Your Bank has formulated and adopted Employee Stock Option Schemes to provide a platform to employees for participating in the ownership of the Bank and in its long-term growth. Bank uses stock options as a compensation tool to attract and retain critical talent and encourage employees to align individual performances with that of Bank's objectives. Currently, the Bank has the following Schemes in compliance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014. l Karur Vysya Bank Employees Stock Option Scheme 2011 ("KVB-ESOS-2011") l Karur Vysya Bank Employees Stock Option Scheme 2018 ("KVB-ESOS-2018") year 2024-25 is furnished During the period under review, your Bank has granted 2,48,568 options under KVB-ESOS-2018 to Shri B Ramesh Babu, MD & CEO, Shri J Natarajan, Former Executive Director (while holding the position as President & COO) and Senior Management towards their variable pay as a part of non-cash component. The said variable pay is in accordance with Bank's Compensation policy read with Reserve Bank of India circular DOR.Appt.BC.No.23/29.67.001/2019-20 dated November 04, 2019. Further, your Bank has allotted 58,216 Equity Shares to Shri B Ramesh Babu, MD & CEO under KVB ESOS 2018 during the year under review as a part of his non-cash component of variable pay for the financial year 2021-22 and 2022-23 and 58,055 Equity Shares to Shri J Natarajan, Former Executive Director (while holding the position as President & COO), under KVB ESOS 2018 during the year under review as a part of his non-cash component of variable pay for the financial year 2021-22 in terms of compensation structure. Furthermore, your Bank has allotted 1,32,297 shares to Senior Management towards their variable pay as a part of non-cash component and 3,64,851 Equity Shares of face value 2 each to the employees who have exercised their options under KVB ESOS 2011 Scheme and KVB ESOS 2018 Scheme during the year under review.

Pursuant to Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, ("SEBI SBEB & SE") Bank's Secretarial Auditors, M/s S.A.E. & Associates LLP, Company Secretaries, has certified that the Bank's above mentioned Schemes have been implemented in accordance with the Resolutions passed by Shareholders for 2011 & 2018 Schemes and SEBI SBEB & SE. Disclosures as required under the said regulation are available on Bank's website at https://www.kvb.co.in/investor-corner/other-disclosures/esos-disclosures/

The Board of Directors in their meeting held on July 24, 2025, have approved the Karur Vysya Bank Employee Stock Option Scheme 2025 ("KVB-ESOS-2025"), Subject to approval of shareholders of the Bank in the ensuing Annual General Meeting. The details of the scheme is furnished in the AGM Notice.

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), the dividends remaining unclaimed for period of 7 years and all shares in respect of which dividend are not claimed for the last 7 consecutive years are liable to be transferred to the Investor Education and Protection Fund (‘IEPF'). The said requirement does not apply to shares in respect of which there is a specific Order of Court, Tribunal or Statutory Authority, restraining transfer of the shares. Further details are provided in the Corporate Governance Report that forms part of this Annual Report.

The Articles of Association of the Bank drafted in 1916, provided for setting aside of one percent of the annual profits to a "Charity Account", which would be used to support the needy for their health and education requirements. The Bank continues with that tradition even today after 109 years in the modern avatar of Corporate Social Responsibility. Karur Vysya Bank views Corporate Social Responsibility (CSR) not merely as a regulatory obligation, but as a strategic commitment to creating long-term value for the planet, people, and purpose. Anchored in its CSR Policy and in alignment with Section 135 of the Companies Act, 2013, the Bank remains focused on inclusive and sustainable development. A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the amended Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the year under review, Bank has spent 29.58 Crore towards CSR initiatives, directing these funds to key priority areas as outlined under Schedule VII of the Act. These included Healthcare & Sanitation, Education & Skill Development, Environmental Sustainability, Rural Development, Livelihood Enhancement, and the Promotion of Art & Culture. All initiatives were carefully monitored and executed under the guidance of a dedicated CSR Committee, ensuring strategic alignment, transparency, and measurable outcomes.

Through these efforts, the Bank aims to foster meaningful change at the grassroots level while aligning its business values with broader societal needs. The brief outline of the CSR policy of the Bank, CSR spends, and other mandatory disclosures are enclosed to this Report as Annexure – III.

Your bank recognises that Environmental, Social, and Governance (ESG) principles are fundamental to sustainable growth and responsible banking. Our commitment extends beyond compliance, focusing on real-world impact through ethical governance, environmental stewardship, and social responsibility. By integrating ESG into our core business strategy, we aim to enhance financial resilience while contributing to a sustainable future. Bank has voluntarily adopted integrated annual report framework and published its maiden Sustainability Report FY 2023-24 with reference to Global Reporting Initiative (GRI).

To accelerate these efforts, we have established a dedicated ESG team that facilitate compliance with sustainability standards and drives policy alignment. This structured approach ensures that ESG is embedded across all levels of our operations.

In terms of Regulation 34(2)(f) of the SEBI LODR read with SEBI circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the filing of BRSR shall be mandatory for the top 1000 listed companies (by market capitalisation) from the FY 2022-23. Your Bank on voluntary basis to keep up the good governance practices and ensure transparency among our stakeholders have published the Business Responsibility and Sustainability Report since Financial Year 2021-22.

The Business Responsibility & Sustainability Reporting (BRSR) of the Bank for the financial year 2024-25 is annexed to this Report as Annexure – IV.

The composition of the Board of Directors is in compliance with all the relevant applicable statutory regulations. The Board meets at regular intervals to discuss and decide on Bank's business policy and strategy, apart from other items of business. During the year under review, Thirteen Board Meetings were conducted and the relevant periodicity for holding the meetings was complied. The schedule of the meetings of the Board is circulated in advance to the Members of the Board, for their consideration and approval. Details of the composition of Board, Meetings held and Attendance of the Directors at such Meetings are provided in the Corporate Governance Report which forms part of Annual Report.

Pursuant to Section 134(3) (p) of the Companies Act, 2013, Regulation 17(10) of SEBI LODR and other applicable regulations, Board has carried out annual evaluation of its own performance (Board as a whole), Committees of the Board, Non-Executive Independent Directors including Chairperson and MD & CEO. Further Independent Directors in their Separate Meeting have carried out evaluation of Board as a whole and Non-Executive Non-Independent Director. The manner of evaluation conducted during the financial year 2024-25 is furnished in the Corporate Governance Report that forms part of this Annual Report.

Changes in Board of Directors of the Bank during the review period and till the date of this report are presented below;

Shri R Vidhya Shankar was co-opted as an Additional Director of the Bank under "Non-Executive Independent Director" category for a period of three (3) years with effect from April 22, 2024 to April 21, 2027, by the Board in its meeting held on April 22, 2024 and the shareholders approval was sought through Postal Ballot having remote e-voting process and the same was approved by shareholders of the Bank on July 16, 2024, In terms of Regulation 17 (1C) of SEBI LODR.

Shri R Vidhya Shankar holds a Bachelor of Commerce and Bachelor of Law degree from Bharathiyar University, Coimbatore. He is a Gold Medalist and holds the record for a very rare first class in Law at Bharathiyar University. He is the senior partner of M/s Ramani & Shankar, one of the oldest Law Firms in Western Tamil Nadu and much sought after lawyer in western Tamil Nadu for corporate litigations, transactions and opinions.

He specialises in Corporate Law, including in corporate transactions, corporate restructuring, schemes and arrangements, corporate litigations, domestic and international arbitrations, capital market, FEMA compliances, cross-border transactions and general corporate advisory services.

He has more than 100 reported decisions in the field of corporate law to his credit and he is regular speaker at the seminars and workshops of Bar Association, Chambers of Commerce and professional Institutes.

In the context of growing complexities of the banking sector and to establish an effective senior management complementing Managing Director and CEO's position, Reserve Bank of India vide its circular RBI/2023-24/70 DOR.HGG. GOV. REC.46/29.67.001/2023-24 Appointment of Whole-Time Director(s) dated October 25, 2023, has advised to ensure the presence of at least two Whole Time Directors (WTDs), including the Managing Director and CEO, on the Bank's Board.

Accordingly, based on the recommendation of Nomination and Remuneration Committee and Board of Directors of the Bank, The Reserve Bank of India vide its letter No. DoR.GOV. No. S1076 /08.41.001 /2024-25 dated May 16, 2024, had accorded its approval for the appointment of Shri J Natarajan (DIN: 02710776) as Whole-time Director (Executive Director) of the Bank, for a period of One (1) year with effect from the date of his taking charge, along with the terms and conditions. Subsequently Shri J Natarajan was taken charge on May 22, 2024, as Whole Time Director and designated as Executive Director of the Bank, not liable to retire by rotation.

The shareholder's approval was obtained through Postal Ballot on July 16, 2024, in compliance with the Regulation 17(1C) of SEBI LODR.

Shri J Natarajan joined Karur Vysya Bank as a Trainee in the year 1982 and moved up to different levels including General Manager of the Bank in the year 2010, Chief General Manager of the Bank in the year 2017 and President of the Bank in the year 2019 reporting to MD&CEO of the Bank. He has extensive work experience in Credit, Treasury, Finance, Human resources, Information technology, Merchant Banking etc., He was instrumental in Bank's digital lending journey and various other key initiatives in the Bank.

Smt Srimathy Sridhar was co-opted as an Additional Director of the Bank under "Non-Executive Independent Director" category by the Board in its meeting held on September 26, 2024, subject to the approval of the Shareholders of the Bank

In terms of Regulation 17(1C) of SEBI LODR, the listed entity shall ensure that approval of Shareholders is obtained for appointment of a person on the Board of Directors at the next general meeting or within a period of three (3) months from the date of appointment, whichever is earlier.

Accordingly, the appointment of Smt Srimathy Sridhar as Non-Executive Independent Director of the Bank, for a period of three (3) years with effect from September 26, 2024 to September 25, 2027 not liable to retire by rotation, was placed before the shareholders of the Bank for their approval through Postal Ballot having remote e-voting process and the same was approved by shareholders of the Bank on December 10, 2024.

Smt. Srimathy Sridhar started her career as a probationary clerk at Andhra Bank in 1985 and moved to Canara Bank as Probationary Officer in 1986. Over a period of 34 years in Canara Bank, she rose to the level of Chief General Manager. She has exposure to various verticals in the Bank Viz; Branch operations across diverse locations from rural to metro, Retail & Corporate credit, Mid & Large credits, Human Resources, Internal Control & Compliance, Risk Management, Treasury, Administrative offices etc. She has headed the Large Corporate Vertical at Head Office of the bank and a large circle of Canara Bank at Chennai.

On a Deputational Assignment, she functioned as Chief Vigilance Officer of NABARD. During this tenure, she also handled additional assignments as Chief Vigilance Officer of New India Assurance Company, State Bank of India and Bank of Baroda for varying periods.

She moved up to the position of Executive Director at Indian Overseas Bank in March 2021. She handled multiple critical portfolios like Corporate Credit, Retail Lending, Agricultural Credit and Financial Inclusion, including SLBC functions, Treasury, Risk, Internal Control & Inspection, Digital Banking etc. Upon completion of her tenure as Executive Director in IOB, she demitted office in March 2024.

In order to have effective senior management complementing Managing Director and CEO's position, Reserve Bank of India vide its circular RBI/2023-24/70/DOR.HGG.GOV. REC.46/29.67.001/2023-24 Appointment of Whole-Time Director(s) dated October 25, 2023, has advised to ensure the presence of at least two Whole Time Directors (WTDs), including the Managing Director and CEO, on the Bank's Board.

Accordingly, the Bank appointed Shri J Natarajan as Whole time Director designated as Executive Director on May 22, 2024 for a period of one year. Since the term of the said director would be ended on May 21, 2025, as a part of succession planning, based on the application made by the Bank, Reserve Bank of India vide its letter DoR.GOV.No.7292/08.41.001/2024-25 dated February 11, 2025 has accorded its approval in terms of Section 35B of the Banking Regulation Act, 1949, for the appointment of Shri B Sankar, as Whole Time Director (Executive Director) of the Bank for a period of three years from the date of taking charge. Subsequently, Shri B Sankar, was co-opted as an Additional Director of the Bank under "Whole Time Director" category by the Board in its meeting held on February 20, 2025, subject to the approval of the Shareholders of the Bank ensuring adherence to the aforesaid RBI Circular. Further, He has taken charge on March 12, 2025.

In terms of Regulation 17(1C) of SEBI LODR, the listed entity shall ensure that approval of shareholders is obtained for appointment of a person on the Board of Directors at the next general meeting or within a period of three (3) months from the date of appointment, whichever is earlier.

Accordingly, the appointment of Shri B Sankar as Whole Time Director designated as Executive Director of the Bank, for a period of three (3) years with effect from March 12, 2025 to March 11, 2028 not liable to retire by rotation, was placed before the shareholders of the Bank for their approval through Postal Ballot having remote e-voting process and the same was approved by shareholders of the Bank on May 17, 2025.

Shri B Sankar was former Deputy Managing Director - Stressed Assets, managing NPA worth ~ 82k Crore in SBI. He was CGM of SME - Corporate Centre SBI and tasked with reactivating the SBI's SME business. Further, he served as the Chief Operating Officer and managed operations for all 23,000 branches including customer service, ATMs (~65,200), and branch re-design, CRM, etc. Exposure to Risk Management, Internal Audits, Board Experience, enhancing efficiency and operations by leveraging technology. In 2019, he served as Chief General Manager (CGM) of Chennai, overseeing the entire Tamil Nadu and Pondicherry regions with 1,391 branches. Managing deposits of over 1,80,000 Crore and advances of

1,22,000Crore .

Dr Meena Hemchandra (DIN: 05337181) was re-appointed as Non-Executive Independent Director of the Bank for the second term of five years (5) with effect from May 26, 2025, not liable to retire by rotation. The said re-appointment was approved by the shareholders of the Bank vide resolution dated May 17, 2025 through postal ballot. Further Reserve Bank of India accorded its approval for the re-appointment of Dr Meena Hemchandra as Part-Time Chairperson of the Bank vide letter dated May 09, 2025 for a second term of three years effect from July 25, 2025.

Shri Murali Ramaswami (DIN: 08659944) was re-appointed as Non- Executive Independent director of the Bank for second term of five years (5) effective from June 14, 2025, pursuant to the approval of shareholders through postal ballot having remote e-voting process on May 17, 2025, not liable to retire by rotation.

In the opinion of the Board, the Independent Directors appointed profic during the year possess requisite qualifications, expertise, track record, integrity, independence, vast and rich experience in their respective domains. Independent Directors appointed during the year have qualified self-assessment test for Independent Director's Databank/availed exemption, within the timelines prescribed.

Shri R Ramkumar (DIN: 00275622), Non-Executive Non Independent Director, retires by rotation at the ensuing 106^th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment in terms of Section 152 of the Companies Act, 2013. He hails from the promoter's family and was on the Board since June 25, 2018 and would be representing "Minority Sector" under sectoral representation on the Board such as Business Management, Finance, Human Resources. Approval of the shareholders is being requested for reappointment of Shri R Ramkumar as Non-Executive Non-Independent Director of the Bank, liable to retire by rotation.

The brief profile and details in terms of Regulation 36 (3) of SEBI LODR and the Secretarial Standard on General Meetings, in respect of the Director seeking appointment/re-appointment has been annexed to the Notice of the ensuing AGM and in the Corporate Governance Report that forms part of this Annual Report.

Dr K S Ravichandran (DIN: 00002713), Non-Executive Independent Director of the Bank demitted office at the close of office hours on May 25, 2024, consequent to completion of his eight (8) years tenure in terms of Section 10A(2A)(i) of the Banking Regulation Act, 1949.

Shri J Natarajan (DIN: 02710776), Executive Director of the Bank demitted office at the close of office hours on May 21, 2025, consequent to completion of his one (1) year tenure in terms of Section 10A(2A)(i) of the Banking Regulation Act, 1949.

The changes in Key Managerial Personnel of the Bank during the review period and till the date of this report are briefed below;

Shri J Natarajan (former President and Key Managerial Personnel of the Bank) was appointed as an Executive Director of the Bank on May 22, 2024 and he continues as Key Managerial Personnel of the Bank.

Shri B Sankar was appointed as an Executive Director on March 12, 2025 and Key Managerial Personnel of the Bank.

Shri J Natarajan (DIN: 02710776), Executive Director of the Bank demitted office at the close of office hours on May 21, 2025, consequent to completion of his one (1) year tenure in terms of Section 10A(2A)(i) of the Banking Regulation Act, 1949.

Shri Sudhakar K V S M, Chief Compliance Officer forming part of Senior Management Personnel of the Bank had relieved from the office on April 30, 2025, consequent to his resignation.

Apart from the above, there were no changes in the Key Managerial Personnels as on the date of this report.

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and relevant guidelines of RBI, the Nomination and Remuneration Committee (NRC) formulated the criteria for determining qualifications, positive attributes and independence of a Director to adhere the various provisions and guidelines as detailed below:

l ‘Fit and Proper' criteria as per Dr. Ganguly Committee Norms which stipulates age, qualification, experience, track record, integrity, etc., and various circular instructions and guidelines issued by Reserve Bank of India from time to time. l Norms laid down by the Banking Regulation Act, 1949 as amended from time to time which stipulates substantial interest, sectorial representation as per Section 10A(2) (a), restrictions as per Section 16 and 20 of the Banking Regulation Act, 1949, etc l Disqualification/Conflict of Interest of Directors, and other norms as per the provisions of the Companies Act, 2013 and rules made thereunder from time to time. l Criteria of Independence of a Director as per the provisions of the Companies Act, 2013 and rules made thereunder and other applicable provisions as amended from time to time. l Applicable listing regulations as amended from time to time. l Articles of Association of the Bank. l Any other factors as the NRC may deem fit and in the best interest of the Bank and its stakeholders

The terms and conditions of appointment of Independent Director are available on the website of the Bank at https://www.kvb.co.in/ docs/terms-and-conditions-of-appointment-of-independent-directors.pdf. Your Bank's Nomination and Remuneration Committee (NRC) oversees matters of succession planning of its Directors, Senior Management and also Key Managerial Personnel & the Board of the Bank and ensures that proper plans are put in place for orderly succession of appointment to the Board and to Senior Management of the Bank including KMPs.

The remuneration of Directors is governed by the Compensation Policy of the Bank in terms of RBI circular no. DOR.Appt. BC.No.23/29.67.001/2019-20 dated November 04, 2019, which covers the aspects of remuneration payable to Board of Directors, Whole Time Directors/ Chief Executive Officers/ Material Risk Takers/ Key Managerial Personnels/ Control Function Staff and all other employees. This Policy is in tune with the guidelines issued by the Reserve Bank of India, provisions of the Companies Act, 2013 and the SEBI LODR amended from time to time. Your Bank has adopted a board approved compensation policy on the basis of the aforesaid regulatory guidelines and the Policy is available on the Bank's website at https://www.kvb.co.in/docs/investor-compensation-policy.pdf

Pursuant to Section 149(7) read with 149(6) of the Companies Act, 2013 and Regulation 25(8) read with Regulation 16(1)(b) of the SEBI LODR, all the Independent Directors of the Bank has provided the necessary declarations that they have met the criteria of independence laid down thereunder. As required under Schedule IV of the Companies Act, 2013, Board has reviewed the declarations submitted by the Independent Directors and opined that, they have fulfilled Companies Act, 2013 and SEBI LODR, and are independent of the management.

The Independent Directors along with all other Directors are made familiar with their rights, roles and responsibilities in the Bank at the time of appointment and on a recurrent basis.

Details of familiarisation programmes attended by all Directors including Independent Directors are provided at https://www.kvb. co.in/docs/disclosure-on-familiarisation-programmes-for-board-of-directors.pdf, pursuant to regulation 46 of SEBI LODR. Other details on the same are also covered in Corporate Governance Report forming part of Annual Report.

The details on Corporate Governance standards followed by your Bank and the relevant disclosures as stipulated under SEBI LODR and the Companies Act, 2013 and the rules made thereunder are deliberated in Corporate Governance Report that forms part of this Annual Report. A certificate from M/s S.A.E. & Associates LLP, Company Secretaries, confirming the conditions of Corporate Governance as stipulated under SEBI LODR is annexed to Corporate Governance Report which forms part of this Annual Report.

Pursuant to Section 134(3)(C) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year 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 on a going concern basis; e) 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; and f) 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.

Your Bank received the following awards during financial year 2024-25, majority of the same for implementation of innovative technologies:

The Board of Directors take this opportunity to express their gratitude to the Government of India, Reserve Bank of India, Securities Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), National Stock Exchange of India Limited, BSE Limited, Rating Agencies, Joint Statutory Central Auditors, Secretarial Auditors, various State Governments & Union Territories and other regulatory authorities in India, for their valuable guidance and consistent support.

The Board also expresses its sincere thanks to the Bank's valued shareholders, debenture holders, esteemed customers, all other stakeholders and well-wishers for their continued faith, confidence, and patronage on us and look forward for their continuous support.

Your Board also extends its profound gratitude to the Auditors, Lawyers, and other financial institutions for their support and acknowledge the dedicated efforts of the Bank's staff in contributing to its overall performance of the Bank during the year. The Board looks forward to their continued commitment in achieving future goals.

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

To

The Members,

No.20, Erode Road, Vadivel Nagar, L.N.S., Karur - 639002.

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

Based on our verification of the Bank's books, papers, minute books, forms and returns filed and other records maintained by the Bank and also the information provided by the Bank, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Bank has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Bank has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Bank for the financial year ended March 31, 2025 according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; ations and Circulars issued by Reserve Bank of Notific (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment. The Bank does not have any Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities And Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Bank during the Review Period). d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 (Not applicable as the Bank is not registered as a Registrar to an issue and as a Share transfer agent); g) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; h) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 as amended from time to time; (Not applicable to the Bank during the Review Period) i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 as amended from time to time; (Not applicable to the Bank during the Review Period).

(vi) The Following other applicable laws: a) The Banking Regulation Act, 1949 and Rules,

India from time to time; b) The Reserve Bank of India Act, 1934 to the extent applicable and Master Circulars, Notifications and Guidelines and other directions pertaining to commercial banking issued by Reserve Bank of India (RBI) from time to time; c) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; d) Securities and Exchange Board of India (Bankers to the Issue) Regulations, 1994 as amended from time to time;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India relating to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

(ii) The Listing Agreements entered into by the Bank with National Stock Exchange of India Ltd.

During the period under review the Bank has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

(i) The Board of Directors of the Bank is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Director. During the period under review: a) Shri R Vidhya Shankar was appointed as an additional director (Independent) with effect from April 22, 2024 and thereafter vide postal ballot resolution passed on July 16, 2024 he was appointed as Non- Executive Independent Director for a period of 3 years with effect from April 22, 2024. b) Consequent to RBI Approval Shri J Natarajan was appointed as an additional director in the category of Whole-Time Director designated as Executive Director for a period of one year from the date of taking charge, May 22, 2024 and thereafter his appointment was approved by the shareholders vide postal ballot resolution passed on July 16, 2024. c) Shri K S Ravichandran, Non-Executive Independent Director completed his tenure at the close of office May 25, 2024.

d) Shri R Ramkumar, Non-Executive Non-Independent Director retired by rotation at the annual general meeting held on August 14, 2024 and was re-appointed.

e) Smt Srimathy Sridhar was appointed as an additional director (Independent) with effect from September 26, 2024 and thereafter vide postal ballot resolution passed on December 10, 2024 she was appointed as Non- Executive Independent Director for a period of 3 years with effect from September 26, 2024.

f) Consequent to RBI Approval Shri B Sankar was appointed as an additional director in category of Whole-Time Director designated as Executive Director for a period of three years from the date of taking charge March 12, 2025 and thereafter his appointment was approved by the shareholders vide postal ballot resolution passed on May 17, 2025.

The changes in the composition of the Board of Directors that took place during the period under review, as mentioned above, were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all Directors to schedule the Board Meetings; notice, agenda and detailed notes on agenda were sent at least seven days in advance and shorter consent was obtained wherever required and a system exists for seeking and obtaining further information and clarifications on the agenda items before and at the meeting for meaningful participation at the meeting. Decisions of the Board/Committee meetings are in consensus and results are recorded in minutes with suggestions/directions, if any, made in respect of any agenda item.

(iii) Based on the compliance system prevailing in the Bank, and after carrying out test checks of the relevant records and documents maintained by the Bank, we, further report that, there are adequate systems and processes commensurate with the size and operations of the Bank to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

(iv) We further report that the Bank has responded to communication received from various statutory / regulatory authorities including initiating actions for corrective measures, wherever found/deemed necessary.

We further report that during the audit period:

(i) The Bank had allotted 6,80,540 equity shares under KVB

ESOS 2011 and KVB ESOS 2018 on various dates which includes 58,216 equity shares to Shri B Ramesh Babu, MD & CEO and 58,055 equity shares to Shri J Natarajan, Executive Director (for the position held as President & COO).

(ii) 67,121 equity shares which were kept in abeyance were released.

(iii) In terms of the RBI approval vide letter DOR.GOV.

No.S1698/08.41.001/2024-25 dated June 19, 2024, the Nomination and Remuneration Committee of the Bank in its Meeting held on July 08, 2024 has granted 47,097 options at an exercise price of 202.77 under KVB ESOS 2018 Scheme to Shri B Ramesh Babu, MD & CEO of the Bank, as a part of non-cash component of variable pay for financ year 2023-2024. the

(iv) The Nomination and Remuneration committee in its meeting held on July 08, 2024 had granted 16,598 options at an exercise price of 202.77 /- under KVB ESOS 2018 Scheme to Shri J Natarajan, Executive Director, as part of non-cash component of variable pay for the financial year 2023-2024 (for the position held as President & COO).

(v) The Bank has received renewal of authorisation from RBI for Import of gold/silver for the financial year 2025-2026.

(vi) During the audit period, in one instance RBI vide order CO.ENFD.DECB.No.S698/02-02-006/2024-2025 dated February 07, 2025 had levied a penalty of 8,30,000/- for contravention of Reserve Bank directions contained in Paragraphs 1 and 6 of Annex to the Circular No.

DBR.BP.BC.No.12/21.04.048/2018-19 dated December 05, 2018 on ‘Guidelines on Loan System for Delivery of Bank Credit'. Intimation in this regard was submitted to Stock exchanges on February 07, 2025 and penalty was paid by the Bank on February 14, 2025.

To

The Members,

No.20, Erode Road, Vadivel Nagar, L.N.S., Karur - 639002.

Our Secretarial Audit Report of even date is to be read along with this letter.

1. It is the Management's Responsibility to maintain secretarial records, and to devise proper systems to ensure compliance with the provisions of all applicable laws, rules, regulations and standards and to ensure that the systems are adequate and operate effectively. Our examination was limited to the verification of procedures on test basis.

2. Our responsibility as the Secretarial Auditor is to express an opinion on these secretarial records, systems, standards, and procedures based on our audit.

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

4. We have not verified the correctness and appropriateness of financial records and

5. Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.

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

Disclosure pursuant to sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Note:

a) ‘x' denotes the median remuneration of employees for the financial year 2024-25, which includes salary, BPS arrears, taxable reimbursements, and the Bank's contributions towards pension, provident fund, NPS, taxable perquisites, and ESOP vesting.

b) Pursuant to approval of the RBI and shareholders of the Bank, Non-Executive Independent (Part-time) Chairperson is entitled to receive the fixed remuneration of 27 Lakh for the FY 2024-25.

c) During the Financial Year 2025-26, upon approval of the Financial Results for the FY 2024-25, the fixed remuneration to Non-Executive Directors [excluding Non-Executive (Part-Time) Chairperson] for the FY 2024-25 has been paid. The fixed remuneration paid is in proportion to the tenure of the Directors on the Board during the year.

d) The ratio of remuneration for Non-Executive Directors including Non-Executive (Part-Time) Chairperson is calculated after considering the payment of fixed remuneration for the FY 2024-25. The payment of sitting fees for attending Board/Committee(s) was not considered for this calculation.

* The overall increase in the remuneration of the MD & CEO for FY 2024 25 is due to an increase in base salary, payment of variable pay, and ESOP vesting.

^ The increase in compensation for the Chief Financial Officer and the Company Secretary is due to the annual increment and the inclusion of perquisites arising from ESOP vesting.

$ During the period under review, Shri J Natarajan was elevated from the position of President and appointed as Executive Director of the Bank w.e.f May 22, 2024. Therefore, the remuneration drawn as President has been taken as base figure for this calculation. He has demitted Office at the close of Office hours on May 21, 2025, consequent to completion of his one year tenure.

Shri B Sankar has been appointed as Executive Director of the Bank for a period of three years with effect from March 12, 2025. Percentage increase/decrease in remuneration is not reported as he was holding directorship only for a part of the financial year 2024-25.

Sitting fees of 75,000/- and 50,000/- per meeting are paid to Non-Executive Directors for attending the Board and Board Level Committees respectively. Further details on the same is provided in the Corporate Governance Report.

In line with Circulars issued by RBI from time to time, during the period under review, fixed remuneration payable to the Non-Executive Directors (except the Non-Executive (Part-time) Chairperson) has been revised from 10 Lakh per annum to each director, to the tune of 0.2% of the profit available for distribution subject to maximum of20 Lakh per annum, to each with effect from the Financial Year 2024-25 marking and increase of 100%, for a period of three(3) years, in addition to the sitting fees payable to them. Shareholders' approval has been obtained through the Postal ballot on July 16, 2024. Fixed remuneration to Non-Executive Directors [excluding Non-Executive (Part-time) Chairperson] for the FY 2024-25 has been paid in proportion to the tenure of the Directors on the Board with a maximum cap of 20 Lakh.

The remuneration for Dr Meena Hemachandra has been revised from 18 Lakh per annum to 27 Lakh per annum (with existing perquisites) for her tenure as chairperson, with effect from April 1, 2024) reflecting an increase of 50%. Shareholders' approval has been obtained through the Postal ballot on July 16, 2024.

III The percentage increase in the median remuneration of 6.80% employees in the financial year; IV The number of permanent employees on the rolls of 9,765 company;

Six employees employed throughout the year were in receipt of remuneration 1.02 Crore per annum or more, and there are no employees employed for the part of financial year 2024-25 who are in receipt of remuneration of8.50 Lakh per month or more.

Statement containing particulars of top ten employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining a copy of the same may write to the Company Secretary at kvb_sig@kvbmail.com.

None of the employees hold (himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Bank.

General Note: Remuneration paid to employees includes salary paid, taxable reimbursements, Bank Contribution towards pension, PF, and NPS and other taxable perquisites (Includes ESOP) for Financial Year 2024-25.

1. Brief outline on CSR Policy of the Company

The CSR Mission statement of the Bank states - "To contribute to the social and economic development of the community and to establish itself as a responsible corporate citizen. KVB realises that CSR of the Bank is not just compliance, but it is a strategic and wholesome approach towards the Planet, People and Profit.The Bank understands that well-meaning and well implemented CSR will bring about some relief to larger issues that are of social and environmental in nature". The Bank is well involved in programs of larger ramifications whereby its projects on education, skill development, environmental sustainability and healthcare contribute substantially for the betterment of society and the community.

2. Composition of CSR Committee