DCB Bank Ltd Auditor Reports

To the Members of DCB Bank Limited

Report on the Audit of the Financial Statements Opinion

We have audited the Financial Statements of DCB Bank Limited (the "Bank"), which comprise the balance sheet as at 31 March 2024, the profit and loss account, the cash flow statement for the year then ended, and notes to the Financial Statements, including a summary of the significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements 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 give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of a_airs of the Bank as at 31 March 2024, and its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors 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 together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules 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 su_cient and appropriate to provide a basis for our 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 current year. 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 matters described below to be the key audit matters to be communicated in our report.

Description of Key audit matter

Key audit matter	How the matter was addressed in our audit
Provisions on advances
Total Advances (Net of provisions) as at 31 March 2024: Rs. 40,924.56 crores
Provision for NPAs as at 31 March 2024: Rs. 744.20 crores
Refer to the accounting policies in "Schedule 17(5) to the Financial Statements: Significant Accounting Policies",
"Schedule 9 to the Financial Statements: Advances" and "Schedule 18(12.1) to the Financial Statements: Provisions and Contingencies
Subjective estimate	We performed the following key audit procedures:
Reserve Bank of Indias ("RBI") guidelines on Prudential Norms on income recognition and asset classification and provisioning pertaining to advances ("IRAC norms") prescribe the norms for identification and classification of non-performing advances ("NPA") and minimum provisions required for such advances.	Understood Banks policy for provisioning, systems and controls implemented in relation to provision for NPAs.
	Tested the design, implementation and operating e_ectiveness of key internal financial controls over monitoring of overdue loans, identification of NPA accounts, collateral valuation, measurement of provision on the basis of IRAC norms as well as application of Banks judgment for establishing provisions beyond the minimum prescribed under IRAC norms. Our testing also included assessment of the reliability of information generated from the Banks IT systems such as overdue reports that were used by the Bank for the aforesaid controls.
As required under IRAC norms, the Bank has a Board approved policy for NPA identification and provisioning based on which the Bank recognizes provisions for NPAs at or higher than the minimum rate prescribed under RBI guidelines.
	Understood the processes and controls and obtained audit evidence over data integrity, automated calculations and system interface reconciliations. Tested key information technology based controls operating in relation to the Banks NPA system, including system access, system change management, program development and computer operations.
The Banks accounting policy also requires recognition on a prudent basis, provisions towards exposures that are not NPA as per IRAC norms but where Bank, based on current environment, has reasons to believe that there is possible deterioration.
	Tested the Banks controls for identification of loans with indicators of stress or occurrence of event of default requiring such loans to be considered as NPA. Performed test of details over calculation of NPA provisions for assessing its completeness and accuracy based on relevant data and its compliance with the Banks NPA policy as well as IRAC norms.
We have identified provision on advances as a key audit matter because of the judgement and management assessment involved in determining provision as per RBI norms including management estimate of higher provision over IRAC norms and its significance to the financial statements of the Bank.
	For a sample of performing loans, independently assessed as to whether there was a need to classify such loans as NPA.
	Tested the appropriateness of Banks rationale for establishing additional provisions over and above RBI norms and testing the adequacy of such provisions.
	Assessed the appropriateness, accuracy and adequacy of related presentation and disclosures in accordance with the applicable accounting standards and requirements of RBI with respect to NPAs and restructured advances.

 

Key audit matter	How the matter was addressed in our audit
Information technology (IT) system and controls	In assessing the controls over the IT systems of the Bank, we involved our technology specialists to obtain an understanding of the IT environment, IT infrastructure and IT systems.
The Banks key financial accounting and reporting processes are highly dependent on information systems including automated controls in systems, such that there exists a risk that gaps in the IT control environment could result in the financial accounting and reporting records being materially misstated.
	We evaluated and tested relevant IT general controls and IT application controls of the in-scope IT systems identified as relevant for our audit of the financial statements and financial reporting process of the Bank.
	Our audit procedures with regards to aforesaid in-scope IT
	systems, included the following:
Appropriate IT general controls and application controls are necessary for obtaining accurate, consistent and reliable information for financial reporting.	Program change management which includes controls designed to ensure movement of program changes to the production environment as per defined procedures and that developers and production support personnel did not have access to change applications, the operating system or databases in the production environment.
We have identified ‘IT systems and automated controls as key audit matter because of high level of automation, significant number of systems being used by Bank and the relative complexity of the IT architecture.
	User access management - includes controls for granting access rights, new user creation, removal of user rights, periodic access review, preventive controls designed to enforce segregation of duties, password management and granting of privilege access to authorized personnel.
	Program development, which includes controls over IT application development or implementation and related infrastructure, which are relied upon for financial reporting.
	IT operations, which includes controls for job scheduling, monitoring, backup and recovery.
	Our audit procedures with regards to aforesaid in-scope IT systems, included the following:
	Tested the e_ectiveness of key IT general controls during the period covered by the audit.
	Tested the e_ectiveness during the period covered by our audit of key IT application controls and other key aspects such as automated calculations, system interface/ reconciliation controls and system generated reports.
	Wherever required, we tested compensating IT controls

Information Other than the Financial Statements and Auditors Report Thereon

The Banks Management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Banks annual report, but does not include the Financial Statements and our Auditors Report thereon. The Banks Annual report is expected to be made available to us after the date of this Auditors Report.

Our opinion on the Financial Statements does not cover the other information and we will 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 identified above 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 Banks Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Managements and Board of Directors responsibilities for the Financial Statements

The Banks Management and the 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 state of a_airs, profit/loss and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, provisions of Section 29 of the Banking Regulation Act, 1949 and the circulars, guidelines and directions issued by the Reserve Bank of India 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 design, implementation and maintenance of adequate internal financial controls that were operating e_ectively 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 the Board of Directors are responsible for assessing the Banks ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Banks financial reporting process.

Auditors 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 auditors 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 skepticism 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 su_cient 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 control 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 e_ectiveness of such controls.

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

• Conclude on the appropriateness of Management and the Board of Directors use of the going concern basis of accounting in preparation of Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Banks ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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.

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 year and are therefore the key audit matters. We describe these matters in our auditors 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.

Other Matter

The Financial Statements of the Bank for the year ended 31 March 2023, were audited by S.R. Batliboi & Associates LLP and Sundaram & Srinivasan, the joint statutory auditors of the Bank, who have expressed an unmodified opinion on those Financial Statements vide their Independent Auditors Report dated 05 May 2023.

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

Report on Other Legal and Regulatory Requirements

In our opinion, 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 Act and the relevant rules issued thereunder.

1. The report does not include a statement on the matters specified on paragraphs 3 and 4 of the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, since in our opinion and according to the information and explanations given to us, the said Order is not applicable to the Bank.

2. 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; and (c) since the key operations of the Bank are automated with the key applications integrated to the core banking systems, the audit is carried out centrally as all the necessary records and data required for the purposes of our audit are available therein. However, during the course of our audit, we have visited 26 branches in total to examine the records maintained at the branches for the purpose of our audit.

3. (A) 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 purposes 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; c) 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; d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, to the extent they are not inconsistent with the circulars, guidelines and directions prescribed by the RBI; e) On the basis of the written representations received from the directors as on 31 March 2024 and 1 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act; and f) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Bank and the operating e_ectiveness of such controls, refer to our separate Report in "Annexure A". (B) With respect to the other matters to be included in the Auditors Report in accordance with Rule_11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a) The Bank has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its Financial Statements - refer schedule 18(15) to the Financial Statements; b) 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 schedule 18(16) to the Financial statements; c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Bank; d) (i) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in schedule 18(13.6) to the Financial Statements, no funds 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(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall: • 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. (ii) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the schedule 18(13.6) to the Financial Statements, no funds have been received by the Bank from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Bank shall: • 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. (iii) Based on the audit procedures performed 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 (i) and (ii) above, contain any material misstatement. e) The final dividend paid by the Bank during the year, in respect of the same declared for the previous year, is in accordance with section 123 of the Act to the extent it applies to payment of dividend. f) As stated in schedule 18(13.5) to the Financial Statements, the Board of Directors of the Bank have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. g) Based on our examination which included test checks, the Bank has used accounting softwares for maintaining its books of account which, along with access management tools, have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

(C) With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act: The Bank is a banking company as defined under the Banking Regulation Act, 1949. Accordingly, the requirements prescribed under Section 197 of the Act are not applicable.

For B S R & Co. LLP

Chartered Accountants

Firm Registration no.: 101248W/W-100022

Ashwin Suvarna

Partner

Membership No.: 109503

UDIN: 24109503BKCSJU9804

Place: Mumbai

Date: 24 April 2024

For Sundaram & Srinivasan

Chartered Accountants

Firm Registration no.: 004207S

S Ramkumar

Partner

Membership No.: 238820

UDIN: 24238820BKERJZ4091

Place: Mumbai

Date: 24 April 2024

ANNEXURE A to the Independent Auditors report on the Financial Statements of DCB Bank Limited for the year ended 31 March 2024

Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act (Referred to in paragraph (3)(A)(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date) Opinion

We have audited the internal financial controls with reference to Financial Statements of DCB Bank Limited (the "Bank") as of 31 March 2024 in conjunction with our audit of the Financial Statements of the Bank for the year ended on that date.

In our opinion, the Bank has, in all material respects, adequate internal financial controls with reference to Financial Statements and such internal financial controls were operating e_ectively as at 31 March 2024, based on the internal financial controls with reference to Financial Statements criteria established by the Bank considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

Managements and Board of Directors Responsibilities for Internal Financial Controls

The Banks Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to Financial Statements criteria established by the Bank considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating e_ectively for ensuring the orderly and e_cient conduct of its business, including adherence to Banks policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Banks internal financial controls with reference to Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Financial Statements were established and maintained and whether such controls operated e_ectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Financial Statements and their operating e_ectiveness. Our audit of internal financial controls with reference to Financial Statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e_ectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is su_cient and appropriate to provide a basis for our audit opinion on the Banks internal financial controls with reference to Financial Statements.

Meaning of Internal Financial controls with Reference to Financial Statements

The Banks internal financial controls with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. The Banks internal financial controls with reference to Financial Statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Bank; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Bank are being made only in accordance with authorisations of management and directors of the Bank; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Banks assets that could have a material e_ect on the Financial Statements.

Inherent Limitations of Internal Financial controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Financial Statements to future periods are subject to the risk that the internal financial controls with reference to Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firm Registration no.: 101248W/W-100022

Ashwin Suvarna

Partner

Membership No.: 109503

UDIN: 24109503BKCSJU9804

Place: Mumbai

Date: 24 April 2024

For Sundaram & Srinivasan

Chartered Accountants

Firm Registration no.: 004207S

S Ramkumar

Partner

Membership No.: 238820

UDIN: 24238820BKERJZ4091

Place: Mumbai

Date: 24 April 2024