We have audited the accompanying financial statements
of Dhanlaxmi Bank Limited (“the Bank”), which comprise the
Balance Sheet as at 31^st March, 2025, the Profit and Loss Account,
the Cash Flow Statement for the year then ended, and notes
to the financial statements, including a summary of significant
accounting policies and other explanatory information in which
are included the Returns for the year ended on that date
audited by the branch auditors of the Bank's branches located
across India.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
together with the Principal Accounting Policies and Notes
appended thereto give the information required by the Banking
Regulation Act, 1949 as well as the Companies Act, 2013 (the
“Act”) in the manner so required for banking companies and are
in conformity with accounting principles generally accepted in
India and give a true and fair view of the state of affairs of the
Bank as at 31^st March, 2025, its profit and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the "Auditor's Responsibilities
for the Audit of the Financial Statements" section of our report.
We are independent of the Bank in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India ('ICAI') together with the ethical requirements that are
relevant to our audit of the financial statements under the
provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the year ended 31.03.2025. These matters were
addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.

Other Matters

1. We did not audit the financial statements of branches and
processing centres included in the financial statements of
the Bank whose financial statements reflect total assets of
'10176.98 Crores as at 31^st March 2025 and total revenue
of ?822.58 Crores for the year ended on that date, as

considered in the financial statements. These branches
and processing centres cover 62.86% of gross advances,
84.92% of deposits and 62.54% of non-performing assets
as at 31^st March 2025 and 55.24% of revenue for the year
ended 31 ^st March 2025. The financial statements of these
branches have been audited by the branch auditors whose

reports have been furnished to us, and our opinion in so
far as it relates to the amounts and disclosures included in
respect of branches, is based solely on the report of such
branch auditors.

2. The financial statements for the year ended 31 March
2024 were jointly audited by Sagar & Associates, Chartered
Accountants and Krishnamoorthy and Krishnamoorthy,
Chartered Accountants, who have expressed an unmodified
opinion on those statements vide their audit report dated 22
May 2024, whose report has been furnished to and have been
relied upon by Abraham & Jose, Chartered Accountants for
the purpose of the audit of financial statements.

Our opinion is not modified in respect of the above matters.

Information other than the Financial Statements and Auditor's
Report thereon

The Bank's Management and Board of Directors are responsible
for the other information. The other information comprises the
information included in the Annual Report, but does not include
the financial statements and our auditor's report thereon. The
Bank's annual report is expected to be made available to us
after the date of this auditor's report.

Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information when it becomes
available and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated. When we read the Bank's annual report, if
we conclude that there is a material misstatement of this other
information, we are required to communicate the matter to
those charged with governance.

Responsibilities of Management and those charged with
governance for the Financial Statements

The Bank's Management and Board of Directors are responsible
for the matters stated in section 134(5) of the Act with respect
to the preparation of these financial statements that give a true
and fair view of the financial position, financial performance
and cash flows of the Bank in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under section 1 33 of the Act read with
relevant rules issued thereunder, in so far as they apply to the
Bank and provisions of Section 29 of the Banking Regulation
Act, 1 949 and circulars and guidelines issued by the Reserve
Bank of India ('RBI') from time to time. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of
the assets of the Bank and for preventing and detecting frauds

and other irregularities; selection and application of appropriate
accounting policies, making judgments and estimates that
are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial control that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management and Board
of Directors are responsible for assessing the Bank's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless management and Board of Directors either
intends to liquidate the Bank or to cease operations, or has no
realistic alternative but to do so.

Those Management and Board of Directors are also responsible
for overseeing the Bank's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial
Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of
these financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional scepticism
throughout the audit. We also

• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal controls relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion
on whether the Bank has adequate internal financial controls
with reference to financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management and Board of
Directors.

• Conclude on the appropriateness of management
and Board of Directors use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Bank's
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the
Bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of the misstatements in the financial
statements that, individually or aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning of
the scope of our audit work and evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatement in
the financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

The Balance Sheet and the Profit and Loss Account have been
drawn up in accordance with the provisions of Section 29 of the
Banking Regulation Act, 1949 and Section 133 of the Companies
Act, 2013 read with relevant rules issued thereunder.

1. As required by Sub Section 3 of section 30 of the Banking

Regulation Act, 1949, we report that:

a) we have obtained all the information and explanations
which, to the best of our knowledge and belief, were
necessary for the purpose of our audit and have found
them to be satisfactory;

b) the transactions of the Bank, which have come to our
notice, have been within the powers of the Bank;

c) The returns received from the Offices and branches of
the Bank have been found adequate for the purpose of
our audit;

d) the profit and loss account shows a true balance of profit
for the year then ended.

2. Further, as required by section 143(3) of the Act, we report

that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by
law have been kept by the Bank so far as it appears
from our examination of those books and proper returns
adequate for the purposes of our audit have been
received from branches not visited by us;

c) The reports on the accounts of the branch offices of the
Bank audited by branch auditors under Section 143(8)
of the Act have been forwarded to us and have been
properly dealt with by us in preparing this report;

d) The Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this Report are
in agreement with the books of account and with the
returns received from the branches not visited by us;

e) In our opinion, the aforesaid financial statements comply
with the Accounting Standards specified under Section
133 of the Act read with relevant rules issued thereunder,
to the extent they are not inconsistent with the accounting
policies prescribed by RBI;

f) On the basis of written representations received from
the directors as on 31 March, 2025 and taken on record
by the Board of Directors, none of the directors are
disqualified as on 31 March, 2025 from being appointed
as a director in terms of Section 164(2) of the Act;

g) With respect to the adequacy of the internal financial
controls with reference to the financial statements of the
Bank and the operating effectiveness of such controls,
refer to our separate Report in "Annexure A” to this report;

h) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
Section 197(16) of the Act, as amended;

The Bank is a Banking Company as defined under Banking
Regulation Act, 1949. Accordingly, the requirements
prescribed under Section 197 of Act do not apply;

i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given to
us:

i) The Bank has disclosed the impact of pending
litigations on its financial position in its financial
statements - Refer Schedule 12 and Note No. 16(d)
of Schedule 18 to the financial statements;

ii) The Bank has made provision, as required under
the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term
contracts including derivative contracts - Refer Note
No 16(f) of Schedule 18 to the financial statements;

iii) There has been no delay in transferring amounts
required to be transferred to the Investor Education
and Protection Fund by the Bank.

iv) (a) The Management has represented that, to

the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been advanced or loaned
or invested (either from borrowed funds or
share premium or any other sources or kind of
funds) by the Bank to or in any other person or
entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded
in writing or otherwise, that the intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Bank (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(b) The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been received by
the Bank from any person or entity, including
foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or
otherwise, that the Bank shall, whether, directly
or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(c) Based on the audit procedures that have
been considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v) The bank has not declared or paid any dividend
during the year and hence the compliance of
Section 123 of the Act is not applicable.

vi) Based on our examination which included test
checks, the Bank has used an accounting software
for maintaining its books of account which has a
feature of recording audit trail (edit log) facility
and the same has been operated throughout the
year for all transactions recorded in the software.
Further, during the course of our audit we did not
come across any instance of audit trail feature
being tampered with. Additionally, the audit trail
has been preserved by the Bank as per the statutory
requirements for record retention.

For Sagar & Associates For Abraham & Jose

Chartered Accountants Chartered Accountants

Firm Registration No.: 003510S Firm Registration No.: 000010S

D. Manohar Mukesh K.P

Partner Partner

Membership No.: 029644 Membership No.: 214773

UDIN: 25029644BMIBVL6834 UDIN: 25214773BMLCOF7787

Place : Kochi Place : Kochi

Date : 09.05.2025 Date : 09.05.2025