Your directors take pleasure in presenting the 92nd Annual Report on the business and operations of The Federal Bank Limited (“the Bank"), together with the audited accounts for the Financial Year (FY) ended March 31,2023.

FINANCIAL RESULTS

Financial results are presented in the table below:

HIGHLIGHTS OF PERFORMANCE

During the year 2022-23, your Bank delivered an excellent performance amidst a conducive but volatile environment in the market. Total business of your Bank improved by 18.74% to reach ' 3,87,832.93 Crore as on March 31, 2023. A strong growth of 20.37% in Net Advances supported by a 17.44% growth in

Total Deposits helped your Bank to grow its Total Business to its current levels. Net Advances as on March 31, 2023 stood at ' 1,74,446.89 Crore with average advances growing by 17.22%, touching ' 1,57,642.13 Crore. Total Deposits reached ' 2,13,386.04 Crore as on March 31, 2023, with average deposits over the year touching ' 1,88,228.57 Crore posting a growth of 11.15%.

ASSET QUALiTY

The Gross NPA of your Bank as on March 31, 2023, stood at ' 4,183.77 Crore. Gross NPA as a percentage to Gross Advances is at 2.36%. The Net NPA stood at ' 1,205.01 Crore and Net NPA percentage is at 0.69% as on March 31, 2023. The Provision Coverage Ratio (excluding technical write offs) stood at 70.02% and Provision Coverage Ratio (including technical write offs) stood at 83.49% as on March 31, 2023.

NET WORTH & CAPiTAL ADEQUACY

The Net Worth of your Bank grew by 14.78% to ' 21,419.49 Crore as against ' 18,660.98 Crore in the previous year. Historically, your Bank has been strong on capital adequacy. CRAR of the Bank calculated in line with Basel III norms stood at 14.81% which is higher than the RBI stipulation. Of this, Tier 1 CRAR is at 13.02%.

business ovERviEw

Your Bank continued its consistent performance during FY 2022-23 with the total business of the Bank increasing by 18.74% to reach ' 3,87,832.93 Crore.

There is no change in the nature of business of the Bank for the year under review. Further information on the business overview and outlook and state of the affairs of the Bank is discussed in detail in the Management Discussion & Analysis Report.

employee productivity

Business per employee of your Bank during the period stood at ' 29.55 Crore, an improvement of 14.80% for the year and the profit per employee of the Bank stood at ' 22.94 Lakh during the fiscal.

expansion of network

The Bank has 1355 branches and 1916 ATM/Recyclers (including 2 Mobile ATM's) as on March 31, 2023. The Bank also has its Representative Office at Abu Dhabi & Dubai and an IFSC Banking Unit (IBU) in Gujarat International Finance Tec-City

(GIFT City).

SHAREvALuE

Earnings per Share (face value ' 2 /- each) of your Bank have improved to ' 14.27 from ' 9.13 during the year under review. Return on Equity during the year reached 15.02% in the fiscal year ended March 31, 2023. Book value per share had increased to ' 101.22 as on March 31,2023.

MATERIAL CHANGES AND COMMiTMENTS, iF ANY, AFFECTiNG THE FINANCIAL POSITION OF THE BANK WHICH HAVE oCCuRRED BETwEEN THE End oF THE Financial

year of the bank to which the financial statements

RELATE AND THE DATE oF THE REPoRT

No material changes and commitments which could affect your Bank's financial position have occurred between the end of the financial year of your Bank and date of this report.

change in capital structure and listing of shares

The subscribed and paid-up share capital of the Bank as on March 31,2023 is ' 4,232,402,286/- divided into 2,116,201,143 equity shares of ' 2/- each. The Bank's equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year 1,36,37,270 equity shares of ' 2/- each were allotted under Employee Stock Option scheme (ESOP) of the Bank and 17,500 equity shares of ' 2/- each were allotted against rights entitlements released from abeyance. All the above equity shares were admitted for trading in NSE and BSE.

As on March 31, 2023, Bank has an outstanding of 4,695 units rated, unsecured, redeemable, non-convertible, Basel III compliant lower tier II subordinated bonds aggregating to ' 1995 Crore.

Important changes which have occurred after the close of Financial Year After the close of Financial Year,19,63,075 equity shares of ' 2/- each were allotted under ESOP scheme of the Bank and have been admitted for trading on NSE and BSE. Accordingly, the paid-up share capital of the Bank as on July 15, 2023 is ' 4,23,63,28,436 divided into 2,11,81,64,218 equity shares of ' 2/- each. The shares are actively traded on NSE and BSE and have not been suspended from trading.

dividend

Continuing the Bank's policy of striking a fine balance between retained earnings and dividend distribution, the Board of Directors have recommended a dividend of 50% i.e. ' 1.00 per Equity Share on face value of ' 2/- each for the year 2022-23 (previous year: 90%) subject to the approval of the members in the ensuing Annual General Meeting. Protecting shareholders' value has always been a guiding philosophy of the Bank.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of 92nd Annual General Meeting of the Bank.

CREDIT RATING

The details of Credit Ratings of your Bank as on March 31,2023 are as follows;

• CRISIL A1 for the Certificate of Deposit Programme of the Bank.

• CRISIL A1 for the Short-Term Fixed Deposits of the Bank.

• CRISIL AA /Stable for the Fixed Deposits of the Bank.

• CARE AA (Positive) [Double A, Outlook: Positive] for the

Tier II bonds (Under Basel III).

• IND AA/ Positive by India Rating and Research for the Tier II bonds (Under Basel III).

During the year under review, Outlook for Tier II bonds was changed from Stable to Positive. The Bank had also obtained

rating for Fixed Deposits of the Bank.

employee stock option scheme (Esos)

The Bank has instituted Employee Stock Option Schemes, duly approved by the shareholders of the Bank to enable its employees including Whole Time Directors to participate in the future growth and financial success of the Bank. The Employee Stock Option Schemes are formulated in accordance with the SEBI guidelines, as amended from time to time. The eligibility and number of options to be granted to an employee is determined on the basis of various parameters such as scale, designation, performance, grades, period of service, Bank's performance and such other parameters as may be decided by the Nomination, Remuneration, Ethics and Compensation Committee of the Board from time to time in its sole discretion.

The Bank's shareholders had approved the Employee Stock Option Scheme 2010 (ESOS 2010) on December 24, 2010 and Employee Stock Option Scheme 2017 (ESOS 2017) on July 14, 2017.

Under ESOS 2010, the Nomination, Remuneration, Ethics and

Compensation Committee granted 3,47,20,200 options during the year 2011-12, 2,44,84,750 options during the year 201213, 2,60,94,250 options during the year 2013-14, 1,11,56,450 options during 2014-15, 10,25,000 options during the year 2015-16, 9,65,000 options during the year 2016-17 and 100,000 options during the year 2017-18. The options granted which are non-transferable, with vesting period of 1 to 5 years subject to standard vesting conditions, must be exercised within five years from the date of vesting. As on March 31, 2023, 50,38,853 options had been exercised and 15,59,870 options were in force.

Under ESOS 2017, the Nomination, Remuneration, Ethics and

Compensation Committee granted 2,23,18,348 options during the year 2017-18, 3,72,31,307 options during the year 201819, 3,05,24,986 options during the year 2019-20, 1,68,84,159 options during the year 2020-21,37,33,250 options during the year 2021-22 and 45,03,375 options during the year 2022-23. The options granted which are non-transferable, with vesting period of 1 to 4.25 years subject to standard vesting conditions, must be exercised within five years from the date of vesting. As on March 31, 2023, 85,98,417 options had been exercised and 7,22,83,662 options were in force.

Other statutory disclosures as Required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 on ESOS are given in website of the Bank in the link: https:/www. federalbank.co.in/web/guest/shareholder-information.

TRANSFER TO iNVESTOR EDUCATiON AND PROTECTiON FUND (iEPF)TRANSFER OF UNPAiD/ UNCLAiMED DiViDEND TO iEPF

Pursuant to Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ('IEPF Rules'), all unpaid or unclaimed dividends are required to be transferred by the Bank to the Investor Education and Protection Fund (“IEPF" or “Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account.

As a result, the unclaimed/unpaid dividend for the year 2014-15 amounting to ' 1,11,64,280.60/- which remained unpaid and unclaimed for a period of 7 years has been already transferred by your Bank to the IEPF.

Further, the unpaid dividend amount pertaining to the financial year 2015-16 will be transferred to IEPF during the Financial Year 2023-24 within statutory timelines. Members are requested to ensure that they claim the dividends referred above before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

Your Bank has uploaded the details of unclaimed/ unpaid

dividend for the financial year 2015-16 onwards on its website viz., www.federalbank.co.in and on website of the Ministry of Corporate Affairs viz., www.iepf.gov.in and the same gets revised/updated from time to time pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid and Unclaimed Amount lying with Companies) Rules, 2012.

TRANSFER OF SHARES TO iEPF

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs on September 07, 2016 and subsequently amended vide notification dated February 28, 2017, all the equity shares of the Bank in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more are required to be transferred to demat account of IEPF Authority. 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.

Upon transfer of such shares, all benefits (like dividend, bonus, split, consolidation etc.), if any, accruing on such shares shall also be credited to the Account of IEPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which were transferred to the demat account of IEPF Authority can be claimed back by the shareholder by following the procedure prescribed under the aforesaid rules. Accordingly, 2,88,095 equity shares of 291 members of your Bank were transferred to demat account of IEPF Authority. Your Bank had sent individual notice to all the aforesaid 291 members and has also published the notice in the leading English and Malayalam newspapers.

The details of the nodal officer appointed by the Bank under the provisions of IEPF are disseminated in the website of the Bank viz., https:/www.federalbank.co.in/unclaimed-dividend-warrants.

DIRECTORS

As on March 31, 2023, Bank's Board consists of 11 members, with rich experience and specialised knowledge in various areas of relevance to the Bank, including Accountancy, Agriculture and Rural Economy, Banking, Co-Operation, Information Technology, Accountancy, Credit, Treasury Operations, Human Resources, Governance, Compliance, Economics, Finance, Small - Scale Industry, Law, Payment & Settlement systems, Risk Management, Business Management. Besides the Chairman, the Board comprises seven Non-Executive Independent Directors including one woman Independent Director and three Executive Directors.

Ms. Shalini Warrier (DIN: 08257526) was re-appointed as Executive Director of the Bank for a period of three years with effect from January 15, 2023 till January 14, 2026 with the approval of Reserve Bank of India vide letter DoR. GOV. No. S6506/08.38.001/2022-23 dated January 11, 2023. Further, approval of the shareholders for re-appointment of Ms. Shalini Warrier as Executive Director of the Bank, was also obtained through postal Ballot on April 06,2023.

Mr. Harsh Dugar (DIN: 00832748) was appointed as Additional Executive Director of the Bank for a period of three years with effect from June 23, 2023 for a period of 3 years with the approval of Reserve Bank of India vide letter DoR.GOV.No. 1627/08.38.001/2023-24 dated June 22, 2023. Accordingly, approval of the shareholders for the appointment of Mr. Harsh Dugar as the Executive Director of the Bank through ordinary resolution is being sought at the ensuing AGM of the Bank.

RBI had vide its letter DoR.GOV.No.1676/08.38.001/2023-24 dated June 26, 2023 accorded its approval for the appointment of Mr. A P Hota (DIN- 02593219), Independent Director, as Part Time Chairman of the Bank with effect from June 29, 2023, till January 14, 2026, consequent to retirement of Mr. C Balagopal (DIN: 00430938), Part time Chairman and Independent Director from the Board of the Bank with effect from end of June 28, 2023 upon completion of his tenure of 8 years on the Board of the Bank, in accordance with the regulatory requirements.

Mr. Ashutosh Khajuria (DIN: 05154975), Executive Director and Key Managerial Personnel of the Bank has retired from the Board of the Bank upon completion of his term of office from end of day, April 30, 2023.

In accordance with the provisions of the Act and the Articles of Association of the Bank, Mr. Shyam Srinivasan (DIN: 02274773) MD&CEO of the Bank, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

The Shareholders in the 91st AGM had approved the reappointment of Mr. Shyam Srinivasan (DIN: 02274773) as Managing Director & Chief Executive Officer of the Bank for a period of three years with effect from September 23, 2021 to September 22, 2024 and Mr. Ashutosh Khajuria (DIN: 05154975) as an Executive Director of the Bank for the period from May 01,2022 to April 30, 2023. The shareholders had also approved the appointment Mr. Sankarshan Basu (DIN: 06466594) and Mr. Ramanand Mundkur (DIN:03498212) as Independent Directors of the Bank for a term of five consecutive years with effect from October 01,2021.

The Board is of the opinion that the independent directors appointed during the year possesses necessary integrity, expertise and experience (including the proficiency).

Necessary information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of directors to be appointed and re-appointed at the ensuing Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting scheduled to be held on August 18, 2023.

None of the Directors of your Bank are disqualified for being appointed as directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the following Directors/Executive continued as Key Managerial Personnel of the Bank:

Mr. Shyam Srinivasan - Managing Director & Chief Executive Officer

Mr. Ashutosh Khajuria -Executive Director

Ms. Shalini Warrier - Executive Director

Mr. Venkatraman Venkateswaran - Chief Financial Officer

Mr. Samir P Rajdev - Company Secretary

During the year, the shareholders of the Bank had approved the

re-appointment of Mr. Shyam Srinivasan (DIN: 02274773) as

Managing Director & Chief Executive Officer of the Bank for a

period of three years with effect from September 23, 2021 to

September 22, 2024 and Mr. Ashutosh Khajuria(DIN: 05154975)

as an Executive Director of the Bank for the period from May 01,

2022 to April 30, 2023. _f

After the end of the financial year and up to the date of the Report

Mr. Ashutosh Khajuria (DIN: 05154975), Executive Director and Key Managerial Personnel of the Bank has retired from the Board of the Bank upon completion of his term of office from end of the day, April 30, 2023.

Mr. Harsh Dugar (DIN: 00832748) was appointed as Additional Executive Director (KMP) of the Bank for a period of three years with effect from June 23, 2023 for a period of 3 years with the approval of Reserve Bank of India vide letter DoR.GOV.No. 1627/08.38.001/2023-24 dated June 22, 2023. Accordingly, approval of the shareholders for the appointment of Mr. Harsh Dugar as the Executive Director (KMP) of the Bank through ordinary resolution is being sought at the ensuing AGM of the Bank.

DECLARATiON BY iNDEPENDENT DiRECTORS

The Bank has received declaration from all the Independent Directors that they continue to meet the criteria of independence as provided under the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and comply with the Code for Independent Directors as specified under Schedule IV of the Act. In terms of the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 read with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, the Independent Directors of the Bank has enrolled his/ her name in the online databank of Independent Directors maintained by the Government.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the Management.

MEETiNGS

The Board meets at regular intervals to discuss and decide on Bank/ business policy and strategy apart from other items of business. A tentative annual calendar of the Board and Committee meetings are circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the approval of the Board/ Committee is taken by passing resolutions by circulation, as permitted by law, which are noted and confirmed in the subsequent Board/Committee meeting.

The notice of Board and Committee meetings is given well in advance to all the Directors. The agenda and pre-reads are circulated well in advance before each meeting to all Directors for facilitating effective discussion and decision making. Considerable time is spent by the Directors on discussions and deliberations at the Board and Committee meetings.

During the financial year, seventeen (17) Board Meetings, twenty-one (21) Audit Committee Meetings and other Committee Meetings were convened and held, the details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the constitution of the Board and its Committees are detailed in the Corporate Governance report.

subsidiaries of the bank

As on March 31,2023, the Bank has one unlisted wholly owned subsidiary, M/s. Federal Operations and Services Limited and one unlisted subsidiary M/s. Fedbank Financial Services Limited.

federal operations and services limited

Federal Operations and Services Limited (FedServ) is a wholly owned subsidiary company of The Federal Bank Limited (the Bank) incorporated on October 26, 2018. FedServ received approval from RBI on November 09, 2018, for commencing its operations. FedServ started its operations w.e.f. December 01, 2018. FedServ provides operational and technology-oriented services to the Bank.

As on March 31, 2023, FedServ's Board of Directors has following five members-

Mr. Abhaya Prasad Hota, Non-Executive Independent Director & Chairman

Mr. Venkatraman Venkateswaran, Non- Executive Director

Mr. Ajith Kumar K K, Non- Executive Director

Mr. Johnson K Jose, Non- Executive Director

Mr. Prashant Preman, Wholetime Director

During the year ended on March 31, 2023, FedServ has taken

significant operational activities of the Bank which includes

LCRD Back office, Document scanning and Application Support.

FedServ is carrying out 125 operational activities of the Bank as on March 31, 2023. Company does not deal in loans and advances, neither it accepts deposits. FedServ is operating from three locations: - Kochi in Kerala, Visakhapatnam in Andhra Pradesh and Bengaluru in Karnataka.

The total revenue of FedServ for the year ended on March 31, 2023, was ' 61.85 Crore. ' 59.50 Crore pertains to services provided by the Company to the Bank and ' 2.35 Crore relates to the indirect incomes. The Company had a net profit of ' 4.78 Crore for the year ended on March 31, 2023. The Net worth of FedServ at the beginning of the year was ' 16.27 Crore and closing net worth of FedServ as on March 31, 2023, was ' 20.62 Crore.

FedServ will help the Bank in serving the customers better and reducing the cost of operations significantly. FedServ will also help the Bank to improve turnaround time of various operational processes, improve First Time Right (FTR) rate and enable the Bank to become FIRST CHOICE Bank of customers.

The Profit after tax of the Company for the year ended March 31, 2023, increased to ' 4.78 Crore from ' 3.46 Crore for the year ended March 31, 2022. The total assets of the Company increased to ' 26.07 Crore as on March 31,2023, from ' 19.83 Crore as on March 31, 2022.

FEDBANK FiNANCiAL SERVICES LiMiTED

Fedbank Financial Services Limited ("Fedfina") is a subsidiary company of The Federal Bank Limited (the "Bank"), which

was incorporated on April 17, 1995, in Kerala at Kochi under the Companies Act, 1956, and was granted a certificate of incorporation by the Registrar of Companies, Kerala at Kochi. The Reserve Bank of India has, pursuant to the certificate of registration dated August 24, 2010, granted approval to Fedfina, to carry on the business of a non-banking financial institution without accepting public deposits. Fedfina provides various multiple loan products such as Loan against Property (LAP) and Loan against pledge of gold ornaments. It also distributes loan products of the Bank. It has 575 branches as of March 31, 2023, across India providing multiple loan products to various segments of borrowers.

Fedfina's Board of Directors comprises of the following seven members:

Mr. Balakrishnan Krishnamurthy- Chairman and Independent Director

Mr. Anil Kothuri - Managing Director and Chief Executive Officer Mr. Shyam Srinivasan - Non-Executive Director

Ms. Gauri Rushabh Shah - Independent Director

Mr. Maninder Singh Juneja - Non-Executive Nominee Director

Mr. Ashutosh Khajuria - Non-Executive Nominee Director

Mr. Peruvemba Ramachandran Seshadri- Additional Director in capacity of Independent Director

The total revenue of Fedfina for the financial year ended on March 31,2023, is ' 1,214.67 Crore as against ' 883.64 Crore for the financial year ended March 31, 2022. The revenue increased by 37% on the back of growth of 41% in loan book during the year. The net profit of the Company increased by 74% to ' 180.13 Crore for the financial year ended March 31,2023, as against ' 103.46 Crore for the financial year ended March 31,2022. The Net worth of Fedfina at the beginning of the financial year, that is, April 01, 2022, was ' 1,153.52 Crore and closing Net worth of Fedfina as on March 31, 2023 was ' 1,355.68 Crore.

The total loan portfolio of Fedfina as on March 31, 2023 was ' 8,102.74 Crore as against ' 5,760.94 Crore as on March 31,2022. The total assets of the Company increased to ' 9,070.99 Crore as on March 31,2023, from ' 6,555.71 Crore as on March 31,2022. Note: The figures reported above for Fedfina are as per the audited IndAS financial statements.

associate companies

As on March 31, 2023, the Bank has two Associate Companies named M/s. Ageas Federal Life Insurance Company Limited (Formerly known as IDBI Federal Life Insurance Co Limited) and M/s. Equirus Capital Private Limited.

JOINT VENTURE IN LIFE INSURANCE BUSINESS

The Bank's Joint Venture Life Insurance Company, in association with Ageas Insurance International N.V., namely Ageas Federal Life Insurance Company Limited, commenced operations in March 2008. As on March 31, 2023, the Bank has a total stake of ' 208 Crore in the equity of the Company holding 26% of the equity capital. The total premium collected by Ageas Federal Life Insurance Company Limited during the period ended March 31, 2023 was ' 2,289 Crore. The Company has declared final dividend of 7.125% for the FY 2022-23.

On the financial front, the net profit grew by 21% in FY 202223, reaching ' 114 crore. This was the 11th consecutive year of profit for the Company. The total premium rose by 4% to ' 2,289 crore in FY 2022-23 from ' 2,207 crore in FY 2021-22.

An understanding of customers' evolving needs and catering to them with the appropriate products and solutions has helped the Company to improve their VNB margin to 31.23%. Superior

customer service and a focus on developing long-lasting relationships with the customers has borne fruit with the 13th month persistency reaching 80% and the Company being in the top quartile of all persistency buckets.

Mr. Shyam Srinivasan, Managing Director and Chief Executive Officer and Ms. Shalini Warrier, Executive Director of the Bank are Non-Executive Directors in Ageas Federal Life Insurance Company Limited.

INVESTMENT BANKiNG ASSOCiATE

As of March 31,2023, Bank holds 19.79% equity stake in Equirus Capital Private Limited. Pursuant to the right of proportionate representation on the Board as well as the power to participate in the financial, operational matters like approval of the business plans, policies, budgets, managerial remuneration, change in KMP etc., the same has been treated as an associate concern as per AS 23 Accounting for Investments in Associates in Consolidated Financial Statements. Equirus Capital Private Limited is a private company domiciled in India and is engaged in the business of Investment banking. It has 4 subsidiaries named Equirus Securities Private Limited, Equirus Insurance Broking Private Limited, Equirus Wealth Private Limited and Equirus Finance Private Limited. The total turnover of Equirus Capital Private Limited on a consolidated basis was ' 157.60 Crore in FY 2023 against ' 152.23 Crore for FY 2022.

Mr. Harsh Dugar, Executive Director of the Bank is a Nominee Director on the Board of Equirus Capital Private Limited.

DEPOSITS

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

LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

Pursuant to Section 186 (11) of the Companies Act, 2013, loans made, guarantees given, securities provided or acquisition of securities by a banking Company in the ordinary course of its business are exempted from the disclosure requirement under Section 134(3) (g) of the Companies Act, 2013.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Not applicable related party transactions

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Bank and were on arm's length basis. There were no materially significant related party transactions entered by the Bank with Related parties which may have a potential conflict with the interest of the Bank. All Related Party Transactions were placed before the Audit Committee of the Board for approval. Prior omnibus approval for transactions which are of repetitive nature is obtained from the Audit Committee and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Bank and the link for the same is https:/www. federalbank.co.in/our-commitments.

Since all related party transactions entered into by the Bank were in the ordinary course of business and were on an arm's length basis, disclosures as per Form AOC-2 is not applicable to the Bank. There were also no material contracts or arrangement or transactions with related parties during the period.

corporate social responsibility

Corporate Social Responsibility (CSR) has been an inherited & inbuilt element of our fundamentals, right from the day the Bank was founded. Our founder's values & ethos based on trust got embedded in the Bank's policies & principles. CSR in Federal Bank began with the first act of cultivating banking habits in the agrarian society to effectively utilise idle money for productive purposes. The details of the CSR initiatives undertaken during the financial year ended March 31,2023 and other details required to be given under section 135 of the Companies Act, 2013 read with rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure I forming part of this Report.

The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Bank and can be accessed at https:/www. federalbank.co.in/documents/10180/24 4853009/ CSR Policy 2022-23.pdf/b4802e4d-6e8d-3b50-f5a6-e043c97ea340?t=1667373939724

ENERGY CONSERVATION, TECHNOLOGY ABSORPTiON, FOREiGN EXCHANGE EARNINGS AND OUTGO

The Bank is very conscious about the need for energy management and as a team endeavour to contribute to low carbon economy and acknowledges that it is a continuous process. Your Bank has taken various initiatives to reduce its carbon footprint and improve resource efficiency. It ranges from using better technology to improve energy efficiency, recycling and generating energy from renewable sources. For more details, please refer ESG section of the Annual Report and Business Responsibility and Sustainability Report forming part of the Annual Report. The Bank prides itself on continuous investment in technology upgrades that are designed to deliver cost effective best in class customer service.

The Bank has used information technology extensively in its operations, for more details please refer the section on Technology and Digital Updates portion of Directors report and Management Discussion & Analysis Report forming part of the Annual Report. Through its export-financing operations, the Bank supports and encourages the country's export efforts.

risk management

The Bank's Risk Management framework is based on a clear understanding of various risks, robust risk assessment and measurement procedures and constant monitoring. The Board of Directors oversees all the risks assumed by the Bank. Specific Committees are constituted to facilitate focused oversight of various functions. The Risk Management Committee of the Board sets the standards and governs the risk management functions, thereby bringing in a top to down focus on risk management. The Risk Management Committee of the Board reviews all risk management policies of the Bank. The Committee reviews the Risk Appetite framework, Internal Capital Adequacy Assessment Process (ICAAP) and Stress testing. The Committee oversees setting up of risk limits and exposure ceilings, implementation of Basel III guidelines and the activities of the executive level risk management committees. The Committee assesses the level and direction of major risks pertaining to credit, market, liquidity, operational, reputation, technology, information security, compliance and capital as a part of the risk dashboard. In addition, the Committee oversees risks of subsidiaries covered under the Group Risk Management Framework.

The Risk Management Policies approved by the Board of Directors and reviewed from time to time with updated regulatory and internal guidelines form the governing framework for each type of risk.

The Integrated Risk Management Department of the Bank co-ordinates and administers the risk management functions in the Bank. The Department has three divisions for managing the main risk streams, Credit risk, Market risk and Operational risk. Dedicated teams within the divisions are responsible for assessment, monitoring and reporting of various material risks. Default risk and asset quality of loan portfolio are monitored and managed by the Credit Risk Division. Market Intelligence Unit (MIU) formed for the purpose of monitoring large value accounts is linked to Credit Risk Division. The Bank has established an independent Mid Office as part of Market Risk Division for monitoring and management of risks in Bank's Treasury portfolios. A dedicated ALM team manages the liquidity risk and interest rate risk. A dedicated E&S/ESG team is also established as part of the Integrated Risk Management Department. The Business Continuity Management, Information and Cyber Security measures and Information Technology Risk forms part of Operational Risk Management. All the three divisions are independent of business operations and coordinate with representatives of the business units to implement the Bank's risk management Policies and frameworks. Executive level risk management Committees namely, Credit Risk Management Committee, Asset Liability Management Committee, E&S Committee, Operational Risk Management Committee and Information Security Committee regularly assess the respective risks and direct corrective actions wherever required. The risk management functions are coordinated by a Senior Executive designated as Chief Risk Officer who reports directly to the Managing Director & CEO. All material risks of the Bank emerging in the course of its business are identified, assessed and monitored in the Internal Capital Adequacy Assessment Process (ICAAP). In our view, all the material risks of the Bank are identified, assessed and managed adequately.

whistle blower policy/vigil mechanism

Fraud Risk is managed by the Bank methodically in line with the robust Fraud Risk Management Policy of the Bank which

covers all significant aspects like various mitigation measures and the surveillance mechanism that complements prevention, detection, investigation and monitoring of both, internal and external frauds. Public and employees are sensitised on different fraud prevention techniques. With a view to create an atmosphere of alertness, Vigilance Communications (Alerts) are issued on a regular basis that disseminates various modus operandi of frauds across the employees along with suggestions on safeguards and precautions to be adopted to

prevent such frauds. Preventive Vigilance Workshop is a flagship programme designed by Vigilance Department for employees which explicates different gaps exploited by miscreants to perpetrate fraud in the banking industry. The programme also ensures deliverance of strategies to be taken to avert such frauds. Fraud Prevention Committee meetings are conducted at Branches on a regular basis so as to discuss various modus operandi of trending frauds and their corresponding preventive measures. Branches are identified based on risk rating and Preventive Vigilance Audits are conducted annually in the identified Branches.

Customer awareness on fraudulent activities is another area that is well covered by the Bank through multiple communication

channels including SMS, E-Mails, posters at Branches, ribbon messages on Bank website, internet banking webpage, etc. Bank is also giving special focus to Cyber related frauds and awareness messages are disseminated among the public through various mediums including social media, website, etc. A dedicated campaign is launched, titled “Twice is Wise" with an aim to spread awareness among the public, on cyber related frauds. Posters and videos cautioning the public about novel fraud incidents were shared through social media handles, TV channels, web channels, etc.

All cases reported in the Bank are investigated in detail as part of detective vigilance activity. Need for process refinements/ systemic corrections, if any observed during the course of investigation are highlighted in the forums concerned for corrective measures/necessary directions. Process refinements/systemic corrections are implemented to avert similar incidents in future.

Bank has a robust Whistle Blower Policy termed as Protected Disclosure Scheme (PDS) with a view to enhance public confidence in the Bank and also in compliance of RBI directions

in this regard. The policy aims at establishing an effective vigil mechanism in the Bank to quickly spot aberrations and deal with it at the earliest. It is disseminated among the employees assuring confidentiality and protection to the whistle blower against any personal vindictive actions such as humiliation, harassment or any other form of unfair treatment. Directors and Employees of the Bank, employee representative bodies, customers, stakeholders, non-governmental organisations (NGO) and members of the public can lodge complaints / disclosures under this scheme. A dedicated e-mail ID is provided for sending complaints/disclosures under PDS. Investigation is conducted in all complaints /information received through the PDS mechanism and investigation reports are placed before MD & CEO. The details of the complaints and findings

are also placed before the Audit Committee of the Board on a quarterly basis for review. The scheme is popularised through various measures such as preventive vigilance classes, internal circulars, alerts etc. No personnel have been denied access for giving any information as envisaged in the Protected Disclosure scheme. PDS policy is made available in Bank's website and Intranet.Website link to Bank's Whistle Blower Policy is https:/www.federalbank.co.in/documents/10180/45777/ Whistle Blower policy.pdf/558aea51-1335-4546-9c9a-28c5030377a1?t=1624965099030.

SiGNiFiCANT AND MATERiAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRiBUNALS iMPACTiNG THE GoiNG CoNCERN STATuS oF THE CoMPANY AND iTS FUTURE OPERATiONS

During the financial year 2022-23, the Bank has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Bank's operations in future.

STATUTORY AUDiTORS

The Shareholders in the 89th AGM held on July 16, 2020 approved the appointment M/s. Varma & Varma, Chartered Accountants (Registration No. 004532S), Kochi for a period of four (4) years together with M/s. Borkar & Muzumdar, Chartered Accountants (Registration No. 101569W), Mumbai for a period of three (3) years as Joint Statutory Central Auditors of the Bank from the conclusion of 89th AGM till the conclusion of 93rd and 92nd AGM respectively.

RBI vide circular dated DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 brought in “Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors" As per Para 8.1 of the said circular, in order to protect the independence of the auditors/audit firms, entities will have to appoint the SCAs/SAs for a continuous period of three years, subject to the firms satisfying the eligibility norms each year.

To comply with the requirements of the aforesaid RBI Circular dated April 27, 2021, the Shareholders in the 90th AGM held on July 09, 2021 approved revision of tenure of appointment of M/s. Varma & Varma, one of the Joint Statutory Central Auditors, as three years with effect from FY 2020-21.

RBI vide its letter DOS.RPO.No. S2722/08.09.005/2022-23 dated 28.07.2022 had granted approval for appointment of M/s. Varma & Varma, Chartered Accountants and M/s. Borkar & Muzumdar, Chartered Accountants as the Joint Statutory Central Auditors of the Bank for FY 2022-23 for their third year.

There is no qualification or adverse remark in Auditors' Report. There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Act.

The present Statutory Auditors of the Bank, M/s. Varma & Varma, Chartered Accountants, Kochi and M/s. Borkar & Muzumdar, Chartered Accountants, Mumbai are retiring at the conclusion of this Annual General Meeting after completion of their term for three years.

As mandated by RBI guidelines for Entities with asset size of ' 15,000 crore and above as at the end of the previous year, the Statutory Audit of the Bank shall be conducted under joint audit of a minimum of two audit firms (Partnership firms / Limited Liability Partnerships (LLPs))

Basis the recommendation of the Audit Committee in its meeting held on May 17, 2023, the Board of Directors of the Bank in its meeting held on May 27, 2023, have recommended the appointment of M/s. Suri & Co, Chartered Accountants (Registration No. 004283S), Chennai, together with M/s. MSKA & Associates, Chartered Accountants (Registration No. 105047W), Mumbai for a period of 3 years as Joint Statutory Auditors of the Bank from the conclusion of 92nd AGM till the conclusion of 95th AGM, for the approval of RBI and the shareholders of the Bank.

As per the requirement of the Companies Act, 2013, M/s. Suri & Co, Chartered Accountants and M/s. MSKA & Associates, Chartered Accountants have confirmed that their appointment if made would be within the limits specified under Section 141(3) (g) of the Act and they are not disqualified to be appointed as statutory auditor/s in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. RBI vide letter Ref CO.DOS.RPD.No. S2374/08.09.005/2023-24 dated June 27, 2023 had granted approval for appointment of M/s Suri & Co, Chartered Accountants (FRN 004283S) and M/s M S K A & Associates, Chartered Accountants (FRN 105047W) as the Joint Statutory Auditors of the Bank for the FY 2023-24 for their First year.

Accordingly, approval of the members is requested for appointment of M/s. Suri & Co, Chartered Accountants together with M/s. MSKA & Associates , Chartered Accountants for a period of three (3) years as Joint Statutory Auditors of the Bank from the conclusion of 92nd AGM till the conclusion of 95th AGM and on such terms and conditions, including remuneration, as may be approved by the Board or Audit Committee of the Board of the Bank, subject to the approval of the RBI every

year. The Board or Audit Committee of the Board will negotiate and finalise the remuneration of the Joint Statutory Auditors depending on their roles and responsibilities / scope of work. The remuneration paid to the Statutory Auditors will be disclosed in the Corporate Governance Report as well as the Annual Financial Statements of the Bank on an annual basis. M/s. Suri & Co, established in 1939, is present across 4 states with 8 branches including one in Kochi. The firm has 10 full time partners consisting of distinguished Chartered Accountants and a team of more than 210 . The Firm has been in existence for more than 8 decades with dedicated, focused, specialised and well-structured team. The firm is having 45 years' experience in Statutory Central Audit of 15 Commercial Banks.

M/s MSKA & Associates, established in 1978, is an Indian partnership firm registered with the Institute of Chartered Accountants of India (ICAI) and the PCAOB (US Public Company Accountancy Oversight Board). M S K A & Associates is having its presence in 10 cities across the country including Kochi. The firm is having a Statutory central audit experience of 32 years in 13 Commercial Banks and total count of 22 Full Time Partners associated with the firm for more than 3 years.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Suri & Co, Chartered Accountants (Registration No. 004283S), Chennai, and M/s. MSKA & Associates, Chartered Accountants (Registration No. 105047W), Mumbai have confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

SECRETARiAL AUDiT AND SECRETARiAL COMPUANCE REPORT

Pursuant to the provisions of Section 204 of The Companies Act, 2013 your Bank has appointed M/s. M Damodaran &

Associates LLP, Company Secretaries, Chennai as Secretarial Auditor to conduct Secretarial Audit of the Bank for the FY 202223. Accordingly, the Secretarial Audit Report for FY 2022-23 is annexed to this report as Annexure II. There are no reservations, adverse remark or disclaimer in the Secretarial Audit Report.

No offence of fraud was reported by the Secretarial Auditor of the Bank.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Bank has obtained Secretarial Compliance Report, certified by CS Puzhankara Sivakumar (COP: 2210), M/s SEP & Associates, Company Secretaries, Kochi for Financial Year ended March 31, 2023, on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and the copy of the same was submitted with the Stock Exchanges.

COMPLIANCE WiTH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Bank has complied with Secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

ANNUAL RETURN

The Annual Return for the Financial Year ended March 31,2023 as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Bank's website, https:/www.federalbank.co.in/shareholder-information.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Bank has prepared its Consolidated Financial Statement including its subsidiaries M/s. Fedbank Financial Services Limited and M/s. Federal Operations and Services Limited and Associates, M/s. Ageas Federal Life Insurance Company Limited and M/s. Equirus Capital Private Limited, which is forming part of this Annual report. The financial position and performance of its subsidiaries & Associates are given in Form AOC-1, the statement containing salient features of the financial statements of the subsidiaries/Associate Companies/Joint Venture.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of the Bank, containing therein its Standalone and the Consolidated Financial

Statements has been hosted on its website, www.federalbank. co.in. Further, as per fourth proviso to the said Section, the Audited Annual Accounts of the said Subsidiary Companies of the Bank, considered as part of the Consolidated Financial Statements have also been hosted on the Bank's website, www.federalbank.co.in. The said documents have been hosted on the website of the Subsidiary Companies of the Bank also, in compliance with the said Section.

The documents/details available on the Bank's website (www. federalbank.co.in) will also be available for inspection by any Member at its Registered Office. Further, pursuant to the provisions of Accounting Standard ('AS') 21, Consolidated Financial Statements notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs, the Consolidated Financial Statements of > the Bank along with its Subsidiaries and Associates for the year

ended March 31,2023 forms part of the Annual Report.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS

The Bank is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Bank, forms part of this Annual Report.

CORPORATE GOvERNANCE

Corporate Governance has been an integral part of the way your Bank has been doing business since inception. The Bank believe that good Corporate Governance emerges from the application of the best and sound management practices and compliance with the laws coupled with adherence to the highest standards of transparency and business ethics.

Your Bank seeks to embed and sustain a culture that will enable us to achieve our objectives through effective corporate governance and enhance transparent engagement with key stakeholders.

A separate report on Corporate Governance setting out the governance structure, principal activities of the Board and its Committees and the policies and practices that enable the Board to fulfil its stewardship responsibilities together with a Certificate from the Secretarial Auditor of the Bank regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations forms part of this Annual report.

INTERNAL COMPLAINTS COMMITTEES (INFORMATION uNDER THE SExuAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013)

The Bank had constituted Internal Complaints Committee, as per letter and spirit contained in the provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013", at 9 Zones and Head Office to prevent and redress the complaints relating to sexual harassment and to organise workshops/ awareness programmes to empower women employees while handling cases relating to sexual harassment. Workshops/ awareness programmes regarding women empowerment were conducted at various locations

THE DETAiLS OF APPLiCATiON MADE OR ANY PROCEEDiNG PENDiNG UNDER THE iNSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DuRING THE Year Along wiTH THEiR sTATus As AT THE END OF THE FINANCIAL Year.

As per section 3 clause 7 of The Insolvency and Bankruptcy Code, 2016, Corporate person does not include any financial service provider, thereby the Bank is excluded from the purview of the Code, 2016.

There has been several applications made or are pending in the name of the Bank as a Financial creditor against any default occurred as part of the course of business. The particulars of the Corporate debtor and claim value is annexed to this report as Annexure Mi.

DiViDEND DisTRiBuTiON POLiCY

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Bank has formulated and adopted a Dividend Distribution Policy, which was reviewed by the Board and the same is available on the website of the Bank at https:Zwww.federalbank.co.in/our-commitments.

INTERNAL CONTROL sYsTEMs AND THEiR ADEQuACY

The Bank has through the years developed and stabilised an effective internal control system calibrated to the risk appetite of the Bank and aligned to the scale, size and complexity of its operations. The scope and authority of the internal audit function is defined in the Audit and Inspection Policy of the Bank, duly approved by the Board of Directors. In order to help Bank in achieving its mission of adopting the best professional practices prevailing in the industry, while framing the policy, substantial inputs are taken from - RBI guidance note on Risk Based Internal Audit, 'The internal audit function in banks' published by Basel Committee on Banking Supervision and RBI Circular on 'Concurrent Audit System'. Audit and Inspection Policy

is reviewed annually. Policy is reviewed considering various guidelines of RBI, Basel Committee recommendations, ICAI guidelines, other statutory / regulatory guidelines, directions of Board / Audit Committee of the Board issued from time to time and periodic internal guidelines / instructions issued by the Bank. Risk based Audit framework is reviewed in line with the present business model and industry best practices. At the enterprise level, the Internal Audit Department, on a continuous basis, assesses and monitors the effectiveness of the control systems and its adequacy to meet the growing complexities. The audit function essentially validates the compliance of Bank's processes and operations with regulatory guidelines, accounting procedures and Bank's own internal rules and guidelines. A department level group meets on periodical intervals to discuss latest internal / RBI / regulatory guidelines for ensuring that the required changes are implemented for making the audit function updated and dynamic.

The Bank has a robust system towards escalating the audit findings to appropriate levels in the hierarchy of Management and discussions in various committees towards suggesting corrective action and its follow up. The Bank in compliance of the requirements of Section 138 of the Companies Act, 2013, has designated the Head of Internal Audit Department as Chief Internal Auditor of the Bank. Chief Internal Auditor of the Bank directly reports to the Managing Director & CEO of the Bank. Audit Committee of the Board reviews the adequacy and effectiveness of the Internal Audit Function. The Bank has various types of audits which inter-alia include Risk Based Internal Audit, Information System Audit, Third Party Risk Audit, Offsite Audit (audit through use of technology and data analysis), Concurrent Audit, Gold Loan Audit and Management Audit. Branches / Departments are risk rated and the frequency of Risk Based Internal Audit / Management Audit is decided based on the Risk Rating of the unit. Significant Audit findings and observations are presented to Inspection Review Committee of Executives and a report on the meetings of Inspection Review Committee of Executives along with significant audit findings, directions / suggestions of the Committee and action taken in such cases are placed to the Audit Committee of the Board for review periodically. Other findings are placed before a department level committee called the 'Inspection Department Review Committee' for review and its observations are placed before Inspection Review Committee of Executives.

As per the requirement of Companies Act, 2013, Bank has formulated Internal Financial Controls framework. Risk and Controls associated with each process in the Bank are

documented under the Internal Financial Controls Framework. Internal Audit Department plays a significant role in testing the control effectiveness for each process under the framework. The Internal Audit function provides independent assurance to the Board of Directors and Senior Management on the quality and effectiveness of the Bank's internal control, risk management and governance systems and processes, thereby helping the Board and Senior Management protect the Bank and its reputation.

POLICY ON BOARD DIVERSITY

Policy on Board Diversity of the Bank mainly depends on the qualifications for appointment of Directors of the Bank as contained in the Banking Regulation Act, 1949 and satisfying

the Fit and Proper Criteria for directors as per the regulatory requirement of RBI.

The Bank continuously seeks to enhance the effectiveness of its Board and to maintain the highest standards of corporate governance and recognises and embraces the benefits of diversity in the boardroom. Diversity is ensured through consideration of a number of factors, including but not limited to skills, regional and industry experience, background and other qualities. In forming its perspective on diversity, the Bank also takes into account factors based on its own business model and specific needs from time to time.

Board Diversity enhances the quality of performance of the Board; ushers in independence in the performance of the Board; eradicates the gender bias in the Board; achieves sustainable and balanced performance and development; supports the attainment of strategic objectives & also ensures compliance of applicable law/s and good corporate practices.

Nomination, Remuneration, Ethics and Compensation Committee has the responsibility for leading the process for Board appointments and for identifying and nominating, for approval by the Board, candidates for appointment to the Board. The benefits of diversity continue to influence succession planning and continue to be the key criteria for the search and nomination of directors to the Board. Board appointments will be based on merit and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board, including gender. While making Board appointments, the regulatory requirements for appointment of at least one Woman Independent Director on the Board of the Bank is also considered.

BANK'S POLICY ON DIRECTORS' APPOINTMENT AND

REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POsiTivE ATTRIBuTEs, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERs PROviDED uNDER suB-sECTION (3) OF sECTION 178 OF COMPANIEs ACT, 2013

a) qualifications, experience and knowledge

1. The Board should bring to their tasks a balanced mix of knowledge, skills, experience, and judgment relevant to the Bank's policies, operations, and needs. Not less than fifty-one percent of the total number of Directors shall be persons having special knowledge, skills, or valuable experience in one or more fields, such as banking, finance, management, economics, law, accountancy, agriculture and rural economics, cooperative movement, trade, industry, infrastructure, engineering and technology. At least two Directors shall be persons having special knowledge or practical experience in agriculture and rural economy, cooperation, or small-scale industry. The Bank shall ensure to include in its Board need based representation of skills such as marketing, risk management, strategic planning, treasury operations, credit recovery, information technology, payment & settlement systems, human resources and business management. The Board should also have at least One Woman Independent Director in its composition.

2. The directors should be able to devote sufficient time and attention to the discharge of their duties to the Bank.

3. The age limit of Managing Director and Chief Executive Officer and Whole Time Directors shall be in the range of 35-70 years.

The age limit of Non- Executive Directors shall be in the

range of 35-75 years.

b) disqualification/conflicts of interest

1. The Bank's Directors shall be subject to the disqualifications/prohibitions contained in the Companies Act 2013, as amended and the Banking Regulation Act 1949, as amended with respect to directorship of companies in general or banking companies in particular.

2. A Director shall not be a director of any other company, or partner or proprietor of a firm, where such directorship, partnership, or proprietorship involves or is likely to involve actual or potential

conflicts of interest as a Director of the Bank. A Director shall promptly inform the Board/committee of any actual or potential conflicts of interest with respect to any matter that may come up for the consideration of the Board or of any committee of which he is a member, and shall refrain from participating in a discussion on the matter.

C) SUGGESTED CRiTERiA FOR DETERMiNiNG ATTRiBUTES OF A DiRECTOR AS REQUiRED TO BE SPECiFiED UNDER COMPANiES ACT, 2013 iNCLUDE

1. Integrity in personal and professional dealings.

2. Wisdom and ability to take appropriate decisions.

3. Ability to read and understand financial statements

4. Ability to deal with others with a sense of responsibility, firmness, and cooperation.

5. Refrain from any action that would lead to loss of his independence.

D) SUGGESTED CRiTERiA FOR DETERMiNiNG iNDEPENDENCE OF A DiRECTOR

The criteria of independence of a director are determined based on the conditions specified in Section 149 (6) of the Companies Act, 2013 and SEBI-LODR Regulations, 2015. The Independent Director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an Independent Director, give a declaration that he meets the criteria of independence as regulatorily required and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. The Board of Directors shall take on record the declaration and confirmation submitted by the Independent Director after undertaking due assessment of the veracity of the same.

In addition to the above, the following mandatory compliances have to be complied with by the Independent Directors:

Every Independent Director shall apply online to the IICA for inclusion of his/ her name in the data bank for a period of one year / five years / life time.

Every Independent Director shall submit a declaration of compliance of registration of name in databank of Independent Directors to the Board each time he submits the declaration required under sub section (7) of section 149 of the Companies Act.

The Independent Directors shall also comply with the provisions contained in Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with regard to registration on Independent Directors Databank.

E) LiMiT OF DiRECTORSHiPS AND MEMBERSHiPS iN COMMiTTEES

A Director cannot hold directorship in more than 20 companies at the same time and out of this he cannot be director of more than 10 public companies as per Companies Act, 2013. Further, as per Regulation 17A of SEBI (LODR) Regulations, 2015, a Director shall not hold directorship in more than seven listed entities with effect from April 01, 2020.

A person shall not serve as an Independent Director in more than seven listed entities. Provided that any person who is serving as a whole time director/managing director in any listed entity shall serve as an Independent Directorin not more than three listed entities.

The count for the number of listed entities on which a person is a director / Independent Director shall be only those whose equity shares are listed on a stock exchange A Director shall not be a member of more than ten committees, or chair more than five committees, of companies, including the Bank, of which he is a director (For the purpose of reckoning the limit under this sub-clause, Chairmanship / membership of the Audit Committee and the Stakeholders' Relationship Committee of all public companies alone shall be considered).Every Director shall promptly inform the Bank of any appointment of the Director as a director of another company, or as a member or the chairman of any committee of any of the other companies, and of any changes in such membership/chairmanship.

POliCy ON REMUNERATiONPOliCy ON REMUNERATiON TO NON-ExECUTivE DiRECTORS/ iNDEPENDENT DiRECTORS

The Policy of the Bank for the payment of remuneration to Non- Executive Directors / Independent Directors of the Bank is explained in the Comprehensive Compensation Policy for Non-

Executive Directors / Independent Directors (other than Part Time Chairman), as approved by the Board of Directors and is disclosed on the website of the Bank and a web link thereto is: http:/www.federalbank.co.in/shareholder-information.

As required under Banking Regulation Act, 1949 prior approval of RBI is required, to give remuneration to Non-Executive Part Time Chairman of the Board.

As per the Policy, during FY 2022-23, Non-Executive Director/ Independent Directors of the Bank were paid sitting fees for attending Board/Committee meetings and in addition, profit linked commission for FY 2021-22 was also paid during the year. Non- Executive Part Time Chairman was paid remuneration in addition to sitting fees with the approval of RBI.

POLiCY ON REMUNERATE TO MD & CEO, EXECUTIVE DiRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Compensation / Remuneration Policy of the Bank as

approved by the Board contains the policy for payment of remuneration to MD & CEO, Executive Directors, Key Managerial Personnel and for all the other employees of the Bank.

As per the guidelines given by RBI, Compensation/Remuneration Policy has been designed with the following Core Principles:

core principles

1. Effective governance of Compensation.

2. Alignment of Compensation with Prudent Risk Taking.

3. Effective Supervisory Oversight and Stakeholder Engagement.

COMPENSATION OF Managing Director & CEO, wHOLE TIME DiRECTORS And MATERIAL RlSk Takers (MRTS)

The compensation paid out to the referred functionaries is divided into two components:

The fixed compensation is determined based on the relevant factors such as industry standards, the exposure, skill sets, talent and qualification attained by the official over his/her career span and adherence to statutory requirements. All the fixed items of compensation, including the perquisites, will be treated as part of fixed pay. Perquisites that are reimbursable would also be included in the fixed pay so long as there are monetary ceilings on these reimbursements. Contributions towards superannuation/retiral benefits will also be treated as part of fixed pay. (Approval from RBI to be taken as per section 35B of the Banking Regulation Act while deciding the fixed and variable compensation part for Managing Director & CEO and Whole Time Directors)

The variable compensation for Whole Time Directors, Managing Director & Chief Executive Officer and Material Risk Takers is

fixed based on organisational performance (both business-unit and firm-wide) and KPAs set for the official. The organisation's performance is charted based on Performance Scorecard which takes into account various financial indicators like revenue earned, cost deployed, profit earned, NPA position and other intangible factors like leadership and employee development. The Score Card provides a mix of Financial and Non-Financial, Quantitative and Qualitative Metrics. The variable pay is paid in the form of share-linked instruments, or a mix of cash and share-linked instruments. While considering/ recommending the variable pay in respect of Managing Director & CEO and Whole Time Directors, serious supervisory observations (if any) shall be factored, which will be ensured through suitable processes.

RISK, CONTROL AND COMPLIANCE STAFF

Members of staff engaged in financial and risk control, including internal audit, are compensated in a manner that is independent of the business areas they oversee and commensurate with their key role in the Bank. The total fixed and variable compensation paid out to the employees in the Risk Control and Compliance Function is decided independent of business parameters. The mix of fixed and variable compensation for control function personnel is weighted in favour of fixed compensation, to ensure autonomy and independence from business goals.

OTHER CATEGORIES OF STAFF

The compensation package applicable to Executives in Level IV to VII was fixed and governed based on the periodical industry level settlements under IBA pattern. To make the Compensation Structure market driven and competitive, a new performance based compensation package called “Grander Compensation Package" has been introduced for Executives in Level IV and above with effect from May 01, 2017 which consists of both fixed and variable compensation. The Compensation Package of Executives under Non Grander Compensation Package comprises of fixed compensation (determined based on the relevant factors such as industry standards, the exposure, skill sets, talent and qualification attained by the official over his/her career span) and variable compensation (comprising of cash, share-linked instruments, or a mix of both cash and share-linked instruments).

The compensation paid to Award Staff and Officers coming under Scale I to III is fixed based on the periodic industry level settlements with Indian Banks' Association. The present scale of pay and other service conditions applicable to employees, whose compensation package is governed under IBA package is as per provisions of 11th Bipartite Settlement/ Joint note dated November 11, 2020.

LiMIT ON VARIABLE PAY AND DEFERRED COMPENSATiON Managing Director & CEO, Whole Time Directors and Material Risk takers (MRTs): In order to have a proper balance between fixed pay and variable pay, at least 50% of the total compensation

would be variable. Deferral arrangements would invariably exist for the variable pay, regardless of the quantum of pay. For such executives of the Bank, a minimum of 60% of the total variable

pay must invariably be under deferral arrangements. Further, if cash component is part of variable pay, at least 50% of the cash bonus would also be deferred. However, in cases where the cash component of variable pay is under ' 25 Lakh, deferral requirements would not be necessary. The deferral period would be minimum of three years.

Risk control and compliance staff: At least 25% of the total compensation would be variable and the total variable pay will be limited to a maximum of 100% of the fixed pay (for the relative

performance measurement period). Deferral arrangements would invariably exist for the variable pay, if the Variable Pay exceeds 75% of the fixed pay. In such cases a minimum of 60% of the total variable pay must invariably be under deferral arrangements. Further, if cash component is part of variable pay, at least 50% of the cash bonus would also be deferred. However, in cases where the cash component of variable pay is under ' 25 Lakh, deferral requirements would not be necessary. other categories of staff: The variable pay would be in the form of cash, share-linked instruments, or a mix of both cash and share-linked instruments. The total variable pay will be limited to a maximum of 300% of the fixed pay (for the relative performance measurement period). Deferral arrangements would invariably exist for the variable pay, if the Variable Pay exceeds 200% of the fixed pay. In such cases a minimum of 60% of the total variable pay must invariably be under deferral arrangements. Further, if cash component is part of variable pay, at least 50% of the cash bonus would also be deferred. However, in cases where the cash component of variable pay is under ' 25 Lakh, deferral requirements would not be necessary.

severance pay and guaranteed bonus

Severance pay (other than gratuity or terminal entitlements or as entitled by statute) is not paid to any official of the Bank. Guaranteed Bonus on joining in the form of Cash/equities/ deposits/ bonds/debentures etc. or multiyear guaranteed bonus (like retainer fees) is not paid to any official in the organisation. However, to attract talent, sign on bonus or joining bonus can be paid, but this will be limited to the first year only and it will be given as Employee Stock Options only.

hedging

No compensation scheme or insurance facility would be provided by the Bank to employees to hedge their compensation structure to offset the risk alignment mechanism (deferral pay and claw back arrangements) embedded in their compensation arrangement. Compliance arrangements are in place to ensure that employees do not insure or hedge their compensation structure.

malus / claw back arrangement

The variable compensation is covered under Malus / Claw back arrangements in case of all categories of employees. In the event of subdued or negative contributions of the Bank and/or the relevant line of business in any year, the deferred compensation will be subjected to:

• Malus arrangement wherein Bank shall withhold vesting of all or part of the amount of deferred remuneration.

• Claw back arrangement wherein the employees shall be liable to return previously paid or vested remuneration to the Bank. The deferred compensation, if any, paid to such functionaries shall be subject to Claw back arrangements, which will entail the Bank to recover proportionate amount of variable compensation from such functionaries, on account of an act or decision taken by the official which has brought forth a negative contribution to the Bank at a prospective stage.

The malus and claw back provisions would cover the deferral and retention periods. If an Official covered under these provisions is responsible for any act or omission or non-compliance of regulatory guidelines resulting in a penalty being imposed by any Regulators or engages in a detrimental conduct, the Bank would be entitled to recover proportionate amount of variable compensation from such functionaries within 48 months from the date of payment/vesting of variable compensation. The Bank has put in place appropriate modalities, performance thresholds and detailed framework to cover the trigger points with or invoking malus/claw back, taking into account relevant statutory and regulatory stipulations, as applicable.

committee of management for reviewing the linkage of risk based performance with remuneration

a) The Committee shall review the Compensation paid visa-vis risk taking by the Executives to ensure that prudent risk taking is recognised in the compensation framework

b) The Committee shall analyse the risk reward correlation and ensure that excess risk taking is not encouraged

1. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORSCriteria for evaluation include:

a. Attendance at the Board and Committee meetings

b. Study of agenda in depth prior to meeting and active participation at the meeting

c. Contributes to discussions on strategy as opposed to focus only on agenda

d. Participate constructively and actively in the Committees of the Board in which they are Chairpersons or Members

e. Exercises his skills and diligence with due and reasonable care and brings an independent judgement to the Board

f. Knowledge and Competency: i) How the person fares across different competencies as identified for effective functioning of the entity and the Board ii) Whether the person has sufficient understanding and knowledge of the entity and the sector in which it operates

g. The Director remains abreast of developments affecting the Company and external environment in which it operates independent of his being apprised at meetings

h. Whether person is independent from the entity and the other directors and there are no conflict of interest

i. Whether the person demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.)

2. performance evaluation of chairperson

Criteria for evaluation include:

a. Works effectively with the Board as a whole

b. Ability to elicit inputs from all Board Members and steer the discussions to a logical conclusion

c. Works with the Board and directs the management for creating an effective process for long-range or strategic planning for the Company

d. Whether the Chairperson displays efficient leadership, is open-minded, decisive, courteous, displays professionalism, able to coordinate the discussion, etc. and is overall able to steer the meeting effectively

e. Whether the Chairperson is able to keep shareholders' interest in mind during discussions and decisions

f. Whether the Chairperson is impartial in conducting discussions, seeking views and dealing with dissent, etc

g. Handling of critical situations concerning the Bank

h. Thinks strategically to promote growth, improve financial performance and gain competitive advantage.

i. Understands financial planning, budgeting and management of the organisation's investments and overall organisation financial perspective.

3. PERFORMANCE EVALUATION OF NON-iNDEPENDENTDiRECTORS (MD & CEO AND EXECUTIVE DIRECTORS)Criteria for Evaluation include:

Quantitative Targets:

a. Achievements of performance against targets set

Qualitative Targets:

a. Apprises the Board regarding the organisation's financial position and operational budget so as to enable the Board to make informed financial decisions

b. Provides Leadership in developing strategies and organisational plans with the management and the Board of Directors

c. Ensures that the Board is kept informed about all issues concerning the Bank

d. Media interaction and ability to project positive image of the Company

e. Effectively pursues the performance goals in relation to mission and objective of the organisation

f. Motivating employees, providing assistance & directions and supervising & safeguard of confidential information

g. Establishment of internal control processes, monitoring policies and encouraging suggestions

h. Cultivates effective Relationship with Industry Foras, Community and business leaders and Regulatory Bodies and Public Officials

i. Ensures compliance with all legal and regulatory requirements

j. Undertaking of various Developmental initiatives within the organisation

k. Compliance with ethical standards & code of conduct and exercising duties diligently

4. performance evaluation of board and committees

Criteria for Evaluation of Board include:

a. If Board is of appropriate size and has the appropriate balance and diversity of background, business experience, industry knowledge, skills and expertise in areas vital to the Bank's success, representing sectors laid down by the regulators, given its current and future position

b. New Board members participate in an orientation programme to educate them on the organisation, their responsibilities, and the organisation's activities, the Board encourages a culture that promotes candid communication

c. The Board oversees management's procedures for enforcing the organisation's code of conduct, Action Taken Reports on the discussion/directions of the Board are submitted at regular intervals to the Board

d. The Board oversees risk management through inputs from the Risk Management Committee

e. The Board considers the quality and appropriateness of financial reporting, including the transparency of disclosures

f. The Board ensures compliance with the relevant provisions of the Companies Act and other regulatory provisions as applicable to the Bank

g. The Board oversees the compliance processes

h. The Board views the organisation's performance from the competitive perspective - industry and peers performance, industry trends and budget analysis and with reference to areas where significant differences are apparent etc.

i. The Board ensures compliance with the relevant provisions of the Companies Act and other regulatory provisions as applicable to the Company

j. The Board has defined an effective Code of Conduct for the Board and Senior Management

k. Whether the Board monitors and manages potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets and abuse in related party transactions

Criteria for Evaluation of Committees include

a. The Committee Terms of Reference and composition continue to be appropriate

b. The mandate, composition and working procedures of committees of the Board of Directors is clearly defined and disclosed

c. Committee meetings are organised properly in number, timing and location

d. The Committee is effective in carrying out its mandate

e. The Committee members receive adequate material in advance of Committee meetings, in sufficient time and detail to permit members to effectively consider issues to be dealt with

f. The Committee allocates the right amount of time for its work

g. Whether the Committee has fulfilled its functions as assigned by the Board and laws as may be applicable

h. Whether adequate independence of the Committee is ensured from the Board

i. Whether the Committee's recommendations contribute effectively to decisions of the Board

5. ASSESSMENT OF FLOW OF INFORMATION Criteria for evaluation include:

The agenda and related information are circulated in advance of meetings to allow board members sufficient time to study and understand the information. Information on the annual operating plans and budgets and other updates are provided to the Board; Updates on operating results of the Bank is furnished to the Board, periodically etc. Update on the compliance with the regulatory, statutory or listing requirements are placed before the Board.

Business RESPONSiBiLiTY And SUSTAiNABiLiTY Report

In July 2011, the Ministry of Corporate Affairs, Government of India, came out with the 'National Voluntary Guidelines on Social,

Environmental and Economic Responsibilities of Business. These guidelines contain certain principles that are to be adopted by companies as part of their business practices and require disclosures regarding the steps taken to implement these principles through a structured reporting format, viz. Business Responsibility Report. Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015,the requirement of submitting a Business Responsibility Report shall be discontinued after the financial year 2021-22

and thereafter, with effect from the financial year 2022-23, the top one thousand listed entities based on market capitalisation shall submit a Business Responsibility and Sustainability report in the format as specified by the SEBI from time to time. The Business Responsibility and Sustainability report for the financial year 2022-23 forms part of this Annual Report.

technology and digital updates and measures taken in it governance, information security, it audit, it operations, it services outsourcing

TECHNOLOGY AND DIGITAL uPDATEs

IT provides the strong foundation that enables your Bank to grow extensively and gain market share. In the following paragraphs, we provide more details of the entire governance structure over IT, with focus on information security.

IT governance comprise processes that ensure the effective and efficient use of IT in enabling our organisation to achieve its goals. It is an integral part of corporate governance and consists of the organisational structures, leadership and process that ensure IT sustains and extends the organisation's strategy and objectives. The governance of IT is effectively supervised by the Board of Directors through the IT & Operations Sub-Committee consisting of minimum three Directors with at least one Independent Director. All members of the Committee have extensive experience in IT & Operations and are able to provide effective guidance and direction to the management team. Executive Level Committee which oversee the IT governance function include the Operations Risk Management Committee (ORMC), the Information Security Committee (ISC) and the Project Steering Committee (PSC).

Your Bank has a well-defined Information System Security Policy and a Cyber Security Policy. The effective implementation of these policies is supervised by the Information Security Committee and by the IT & Operations Committee of the Board. In recognition of the need for enhanced systems security, your Bank conducts a wide range of system audits, using internal and external auditors. These range from the quarterly Vulnerability Assessments (VA) and Penetration Testing (PT) to concurrent audits to an annual end to end audit of IT infrastructure. All the applications, both web based and mobile based apps exposed to internet are subjected to external penetration testing (PT) before releasing to use.

Bank has deployed best in the class infrastructure to provide availability of service to users and customers without fail. The installed infrastructure is tested for its reliability and robustness

by periodic audits. In addition, periodic Disaster Recovery Tests are conducted to ensure the ability to move to the Disaster Recovery infrastructure in the event of downtime in the main production capability.

More details on digital initiatives of the Bank are available in the Management Discussion and Analysis Report, forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

In terms of Section 136 of the Companies Act, 2013, the copy of the financial statements of the Bank, including the consolidated financial statements, the auditor's report and relevant annexures to the said financial statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the employees of the Bank containing the particulars as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5 (2) of the said Rules is available on the website: https:/www.federalbank.co.in/shareholder-information.

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

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained to us, the Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

1. that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank as at March 31, 2023 and of the profit of the Bank for the year ended on that date;

3. that proper and sufficient care has been taken 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;

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively;

awards and accolades

Celebrating Excellence and Innovation

In the past year, your Bank has achieved remarkable recognition and garnered prestigious awards, highlighting our commitment to excellence and innovation in the banking industry. These accolades serve as a testament to our unwavering dedication to creating a positive workplace culture and delivering exceptional services to our customers.

One of our proudest achievements was being honoured as the “Most Preferred Workplace 2022-23" in the BFSI sector. This recognition reinforces our efforts to cultivate a thriving and inclusive work environment that attracts and retains top talent. We firmly believe that a happy and engaged workforce leads to superior customer experiences, and this accolade validates our commitment to nurturing our employees.

Furthermore, we are delighted to announce that your Bank was bestowed with the prestigious “Best Private Sector Bank" award in the 'large Private Sector Bank' category at the SFBKC Banking Excellence Award 2022. This recognition by the State

Forum of Bankers' Clubs Kerala is a testament to our relentless pursuit of excellence in providing top-notch banking services and solutions to our valued customers.

Your Bank won the esteemed “Excellence in Mobile Banking" award at 'The Retail Banker International Asia Trailblazer Awards 2023. This recognition showcases our commitment to leveraging technology and providing seamless mobile banking experiences that cater to the evolving needs of our customers. Your Bank's partnership with Rupeek has also been recognised as the “Best FinTech Partnership/Start-up Alliance Initiative of the Year" This award underscores our commitment to fostering innovative collaborations that bring value and convenience to our customers.

Your Bank bagged the Silver Shield at the prestigious ICAI Awards for Excellence in Financial Reporting for the year ended March 31, 2022.

In addition to these accolades, your Bank has also been acknowledged for our innovative practices and commitment to diversity. We were recognised among the “Top 20 Most Innovative Practices" at the DivHERsity Awards 2023. This recognition underscores our dedication to fostering a culture of creativity and innovation, empowering our employees to think differently and explore new possibilities.

Notably, your Bank is the only commercial bank in India to be

honoured by Great Place to Work among the “Top 50 India's Best Work places™" for building a culture of innovation. This distinction showcases our commitment to creating an environment where our employees thrive, collaborate, and bring their best ideas forward. It is a testament to our belief in the power of innovation as a driver of success.

These awards and accolades would not have been possible without the dedication and hard work of our incredible team. We are immensely proud of each and every member who contributes to our bank's success and helps us deliver exceptional banking experiences to our customers.

As we celebrate these achievements, we remain committed to continuously raising the bar and setting new benchmarks in the banking industry. We will continue to innovate, embrace diversity, and create a workplace where our employees can thrive and reach their full potential. With the trust and support of our valued customers, we are confident that we will continue to achieve greater heights in the future.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to every member of Federal family for their hard work, dedication and commitment, to whom the credit for the Bank's achievements goes, particularly during this unprecedented year.

The Board of Directors take this opportunity to express their deep sense of gratitude to Government of India, Reserve Bank of India, various State Governments and regulatory authorities in India and overseas for their valuable guidance, support and cooperation. The Directors also wish to express their gratitude to Investment Banks, Rating Agencies and Stock Exchanges for their wholehearted support. The Directors record their sincere gratitude to the esteemed customers and all other well-wishers for their continued patronage.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.