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Equitas Small Finance Bank Ltd
Banks - Private Sector
BSE Code: 543243 NSE Symbol: EQUITASBNK P/E : 0
ISIN Demat: INE063P01018 Div & Yield %: 1.9 EPS : 0
Book Value: 53.25 Market Cap (Rs. Cr.): 5,987.32 Face Value : 10

To

The Members

Equitas Small Finance Bank limited

Your Directors have pleasure in presenting the Ninth Annual Report on the business and operations of the Bank, together with the audited Accounts of the Bank for the financial year ended March 31, 2025 (FY 2024-25).

1. Summary of Financial Performance

(' in Lakhs)

Particulars

For the Year ended March 31, 2025 For the Year ended March 31, 2024 Y-o-Y %
Deposits & Other Borrowings 45,24,371.09 37,91,673.22 19.32%
Advances 36,20,888.81 30,96,429.99 16.94%
Total Income 7,22,321.41 6,28,507.40 14.93%
Operating Profits (Profits before Provision, Depreciation and Taxation) 1,48,241.65 1,51,178.00 (1.94%)
Less: Depreciation 14,814.93 13,441.56 10.22%
Less: Provision and contingencies 1,13,541.81 31,423.97 261.32%
Less: Provision for Taxation 5,179.92 26,416.45 (80.39%)
Net Profit 14,704.99 79,896.02 (81.59%)
Add: Profit brought forward 93,682.19 59,863.87 56.49%
Add: Reversal of ESOP Cost on Lapse of options 357.58 48.31 640.18%
Total 1,08,744.76 1,39,808.20 (22.22%)

Appropriations

Transfer to Statutory Reserve 3,676.25 19,974.01 (81.59%)
Transfer to Special Reserve 723.85 1,946.48 (62.81%)
Transfer to Capital Reserve 1,231.13 114.75 972.88%
Transfer to Investment Reserve - 177.94 (100.00%)
Transfer to Investment Fluctuation Reserve 2,000.00 12,750.00 (84.31%)
Dividend pertaining to previous year paid during the year 11,366.47 11,162.83 1.82%
Balance carried over to Balance Sheet 89,747.06 93,682.19 (4.20%)

Total

1,08,744.76 1,39,808.20 (22.22%)

2. Dividend

Considering the need to preserve capital to support growth and expansion, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2025.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the RBI guidelines, the Bank has formulated and adopted a Dividend Distribution Policy and the same is available on the website of the Bank Click here

3. Transfer to Reserves

As per the requirement of RBI Regulations, the Bank has transferred the following amounts to various reserves during the year ended March 31, 2025.

Amount transferred to

' in Lakhs
Statutory Reserve 3,676.25
Special Reserve 723.85
Capital Reserve 1,231.13
Investment Fluctuation Reserve 2,000.00

4. Deposits

Being a Bank, the disclosures relating to deposits as required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 read with Sections 73 and 74 of the Companies Act, 2013 (" the Act") are not applicable. The Bank receives and accepts deposits, the details of which are enumerated in the financial statements for FY 2024-25.

5. Capital Adequacy

The Capital Adequacy Ratio stood at 20.60% as on March 31, 2025 as against the minimum requirement of 15% stipulated by the Reserve Bank of India (RBI). The Net Worth of the Bank as on the said date was Rs. 6,07,252.03 Lakhs.

6. Material changes and commitments affecting the Financial Position of the Bank after the Balance Sheet date as on March 31, 2025

There were no material changes and commitments between the end of Financial Year 2024-25 and the date of this report, affecting the financial position of the Bank.

7. Information about Financial Performance / Financial Position of the Subsidiaries, Associates and Joint Venture Companies

The Bank does not have any Subsidiaries, Associates and Joint Venture Companies.

8. Operational highlights and state of the Bank's affairs

The details of operations and state of affairs are given in the Management Discussion and Analysis [MD&A] Report.

9. Management Discussion and Analysis Report on Corporate Governance and Business Responsibility and Sustainability Report

The Management Discussion and Analysis Report as stipulated under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance for the FY 202425 along with the General Shareholder Information and the Business Responsibility and Sustainability Report under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.

10. Corporate Social Responsibility (CSR)

The Bank has laid down a Corporate Social Responsibility (CSR) Policy, which is available on our website. Click here. The CSR policy of the Bank establishes the framework, enabling Bank to carry out CSR activities for improving the quality of life of the underprivileged sections of the society through multi-faceted interventions in education, healthcare, skill development and dignified living conditions. The policy was amended by the Board of Directors on June 27, 2025 to give effect to the changes as mandated under the applicable laws.

The Bank contributes 5% of its previous year's net profits or 2% of average net profits made during the preceding three financial years, whichever is higher to Equitas Development Initiatives Trust (EDIT) and Equitas Healthcare Foundation (EHF), registered Public Charitable Trusts for carrying out CSR activities on its behalf. A report in this regard is enclosed as Annexure A.

The Bank has constituted a CSR Committee, which:

a) Recommends to the Board an annual activity plan in line with the CSR policy and CSR contribution of the Bank for the year.

b) Monitors the implementation of the plan as approved.

c) Reviews and recommends changes to the policy from time to time.

11 (a) Share Capital

During the year, there has been no change in the Authorized Share Capital of the Bank. The Bank has allotted in aggregate 49,75,142 equity shares to the eligible employees of the Bank under the ESFB Employees Stock Option Scheme, 2019. The Paid-up Share Capital of the Bank as on March 31, 2025 is Rs. 1,139,86,24,210/- comprising of 1,13,98,62,421 equity shares of Rs.10/- each.

11 (b) Issue of debentures / Non-Convertible securities

During the year, 50,000 Rated, Listed, Unsecured, Subordinated, Redeemable, Non-Convertible Debentures having a face value of Rs. 1,00,000/- (Rupees One Lakh only) each, aggregating Rs. 500 crores ("NCDs") [which includes a green shoe option of up to Rs. 250,00,00,000/- (Rupees Two

Hundred and Fifty Crores only)] were issued on Private Placement basis. The details pertaining to the aforesaid issuance of securities are as follows:

Date of issue

Date of allotment

Coupon rate

Date of maturity

Brief details of the debt restructuring pursuant to which the securities are issued

November 08, 2024 December 05, 2024 9.6% (Nine Decimal Point Six Percent) Per Annum December 05, 2030 Issuance of non-convertible debentures is for augmenting Tier-II capital and for general corporate purposes

12. Meetings of the Board

During the FY 2024-25, our Board had met Nine (9) times. The details of Meetings are given in the report on Corporate Governance. The maximum interval between any two Meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 & the relevant Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Committees

The details pertaining to the Audit Committee and other Committees of the Board are provided in the Corporate Governance section forming part of this report. All the recommendations made by the Audit Committee during the year were accepted and implemented by the Board. The changes in the composition of the Committees of the Board during the reporting period are disclosed in the Corporate Governance Report.

13. Directors and Key Managerial Personnel (KMP)

As on the date of this Report, the Bank has Eleven (11) Directors, out of which, there are Nine (9) Independent Directors including a Woman Independent Director and Two (2) Whole Time Directors.

Change in Directors & KMPs

Following were the changes in composition of the Board of Directors and Key Managerial Personnel:

Appointment of Part-time Chairman and Independent Directors

- Appointment of Mr. Anil Kumar Sharma (DIN: 08537123) as the Part-time Chairman of the Bank (Non-Executive) for a period of three (3) years, effective from April 25, 2024 until April 24, 2027 and Independent Director of the Bank for a period of Five (5) years with effect from April 25, 2024 until April 24, 2029 (both days inclusive), not liable to retire by rotation, as approved by the RBI vide its letter dated April 04, 2024 and the Members through Postal Ballot by way of e-voting on June 06, 2024.

- Appointment of Dr. Gulshan Rai (DIN: 01594321) as an Independent Director of the Bank with effect from March 28, 2024 until April 08, 2028 (both days inclusive) not liable to retire by rotation, as approved by the Members through Postal Ballot by way of e-voting on June 06, 2024.

- Appointment of Mr. Narayanan Rajagopalan Nadadur (DIN: 07877022), Mr. Keezhayur Sowrirajan Sampath (DIN: 07924755) and Mr. Ramkumar Krishnaswamy (DIN: 00244711) as Independent Directors of the Bank for a term of three years with effect from July 16, 2024 until July 15, 2027 (both days inclusive) not liable to retire by rotation, as approved by the Members of the Bank at the Eighth Annual General Meeting held on September 10, 2024.

Re-appointment of Independent Director

- Re-appointment of Mr. Navin Puri (DIN: 08493643) as an Independent Director of the Bank for a second consecutive term of three years effective from August 01, 2024 until July 31, 2027 (both days inclusive), not liable to retire by rotation, as approved by the Members of the Bank at the Eighth Annual General Meeting held on September 10, 2024.

In the opinion of the Board, the Independent Directors appointed / re-appointed as mentioned above possess requisite integrity, qualification, experience, proficiency, and fulfill the criteria of independence and expertise, as stipulated by the applicable Rules and Regulations, which would immensely benefit the Bank.

- Mr. Ramesh Rangan was appointed as an Independent Director of the Bank for a period of five years effective from November 09, 2020. As per the provisions of Section 149 of the Companies Act, 2013 ("the Act") and other applicable provisions, if any, an Independent Director shall hold office for a term of five consecutive years on the Board of the Bank and is eligible for re-appointment for a second consecutive term on passing of special resolution. In accordance with Section 10A (2A) of the Banking Regulation Act, 1949, no Director of a Banking company, other than its Chairman or Whole Time Director, by whatever name called, shall hold office continuously for a period exceeding eight years. Mr. Ramesh Rangan would complete five years as an Independent Director of the Bank on November 08, 2025.

Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on June 27, 2025 had approved the re-appointment of Mr. Ramesh Rangan as an Independent Director of the Bank for a period of Three (3) years effective November 09, 2025 until November 08, 2028, not liable to retire by rotation, subject to the approval of the Members of the Bank. The aforesaid re-appointment has been placed for approval of the Members at the ensuing Annual General Meeting of the Bank.

The Board, based on the performance evaluation and recommendation of Nomination & Remuneration Committee considers that given his background, experience and contribution, the continued association of Mr. Ramesh Rangan as an Independent Director in the Board of the Bank and as a member of various Committees of the Board would be of immense benefit to the Bank.

Appointment of Executive Director (Whole-time Director) & KMP

RBI vide its circular no. RBI/2023- 24/70 DOR.HGG.GOV. REC.46 /29.67.001/2023- 24 dated October 25, 2023 had advised Commercial Banks to ensure the presence of at least two Whole Time Directors (WTDs), including the Managing Director & Chief Executive Officer, on the Board of Banks. In adherence with the aforesaid circular, the Nomination & Remuneration Committee had assessed the candidature of Mr. Balaji Nuthalapadi (DIN: 08198456) for the office of the Whole-time Director of the Bank and having found him to be 'fit and proper' in terms of the extent RBI Circulars on 'fit and proper' criteria for directors of banks, recommended his appointment to the Board.

Further, the Board of Directors of the Bank, at its meeting held on July 15, 2024 had approved and recommended the candidature of Mr. Balaji Nuthalapadi, for the position of Whole-time Director (Executive Director) to RBI for its approval.

RBI, vide its letter no. DoR.GOV.No.S5496/29.44. 002/2024-2025 dated December 11, 2024, had accorded its approval for the appointment of Mr. Balaji Nuthalapadi (DIN: 08198456) as Whole-time Director (Executive Director) of the Bank for a period of three (3) years with effect from the date of his taking charge, along with applicable terms and conditions including compensation.

I n line with the approval granted by RBI and Regulation 17(1 C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its meeting held on March 28, 2025, co-opted Mr. Balaji Nuthalapadi as an Additional Director in the category of Whole-time Director, liable to retire by rotation and designated him as Executive Director ("ED") and classified him as one of the Key Managerial Personnel of the Bank to hold office as such from the date of his taking charge, i.e., March 29, 2025 till the approval of Members within a period of three months from the date of his appointment as an Additional Director.

The appointment of Mr. Balaji Nuthalapadi (DIN: 08198456) as the Executive Director (Whole-time Director) was approved by the Members through Postal Ballot by way of e-voting on June 15, 2025.

Retirement & Resignation

- Mr. Arun Ramanathan (DIN: 00308848) ceased to be the Part-time Chairman and Independent Director of the Bank from the close of business hours on April 24, 2024 consequent to the completion of his tenure.

- Mr. Vinod Kumar Sharma (DIN: 02051084), Mr. Arun Kumar Verma (DIN: 03220124), and Prof N Balakrishnan (DIN: 00181842) ceased to be the Independent Directors of the Bank from the close of business hours on September 01,2024, September 04, 2024 and September 21, 2024, respectively consequent to the completion of their tenure.

- Mr. N Srinivasan (DIN: 01501266) had tendered his resignation as an Independent Director of the Bank with effect from close of business hours on July 26, 2024 due to personal commitments.

The Board places on record its sincere appreciation for the remarkable contributions made by the aforesaid Independent Directors during their association with the Bank.

Directors liable to retire by rotation

Section 152 of the Companies Act, 2013 provides that two-thirds of the total number of Directors are liable to retire by rotation out of which one-third shall retire from office at every AGM. In terms of Section 149(13) of the Companies Act, 2013, the provisions of retirement of Directors by rotation shall not be applicable to Independent Directors and an Independent Director shall not be included in the total number of Directors liable to retire by rotation.

In compliance with the aforesaid section and the Articles of Association of the Bank, Mr. Vasudevan P N, MD & CEO will retire by rotation at the ensuing AGM of the Bank and being eligible, offers himself for reappointment. The Board of Directors recommend his reappointment and the same has been placed for approval of the Members at the ensuing Annual General Meeting.

The detailed profile of Mr. Vasudevan P N, MD & CEO seeking re-appointment at the ensuing AGM as required under Secretarial Standard 2 on General meetings and Regulation 36 of the SEBI Listing Regulations is provided as an Annexure to the notice of AGM.

Familiarisation Programme

The Bank has familiarised the Independent Directors of the Bank of their roles and responsibilities in the Bank, of the industry in which the Bank operates, business model of the Bank, etc., the details of the familiarisation programmes imparted to Independent Directors are available in the website of the Bank Click here.

Key Managerial Personnel (KMP)

I n terms of Section 203(1) read with Section 2(51) of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank had the following KMPs as on March 31, 2025:

S. No.

Name of the Key Managerial Personnel

Designation

1 Mr. Vasudevan P N Managing Director & Chief Executive Officer (MD & CEO)
2 Mr. Balaji Nuthalapadi Executive Director (Whole-time Director)
3 Mr. Sridharan N Chief Financial Officer (CFO)
4 Mr. Ramanathan N Company Secretary (CS)

Mr. Balaji Nuthalapadi was appointed as the Executive Director (Whole-time Director) of the Bank and classified as one of the Key Managerial Personnel of the Bank with effect from March 29, 2025.

14. Declaration from Independent Directors

The Board has received declaration from the Independent Directors as required under Section 149(7) of the Act and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Independent Directors have 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. The Board has assessed the confirmations submitted by the Independent Directors and had taken the same on record. In the opinion of the Board, all the Independent Directors are independent of the Management.

15. Evaluation of performance of the Board and its Committees

The performance of the Board, Committees of the Board, Chairman and individual Directors were evaluated on the basis of criteria as approved by the Board. The manner of performance evaluation included the process of obtaining feedback by way of a structured questionnaire, covering aspects pertaining to the roles and functions, as applicable. The Directors actively participated in the evaluation process and provided their feedback. The consolidated feedback were shared with the respective Directors and feedback relating to the Committees and the Board were discussed in the respective Committees

16. Policy on Directors' appointment, remuneration and other details

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Bank has formulated and adopted the Policy for Selection and Appointment of Directors Click here and Remuneration & Benefits Policy, which are available on our website Click here. The said policies provide a framework for the appointment and remuneration of Directors (including Independent Directors) as per the criteria formulated by the Nomination & Remuneration Committee of the Board in compliance with the requirement of the Act read with the relevant rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policies were amended by the Board of Directors on March 28, 2024 to make it more robust and effective complying with regulatory / statutory requirements.

17. Directors' Responsibility Statement

The Board of Directors of the Bank, to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures

ii) such accounting policies as specified in Schedule 17 to the Financial Statements have been selected and applied consistently and judgments 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 on March 31,2025 and of the profit of the Bank for the year ended on that date,

iii) proper and sufficient care has been taken for 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 frauds and other irregularities,

iv) annual accounts have been prepared on a going concern basis,

v) internal financial controls to be followed by the Bank were laid down and the same were adequate and were operating effectively, and

vi) proper systems to ensure compliance with the provisions of all applicable laws was in place and the same were adequate and operating effectively.

18. Overall remuneration

Details of all elements of remuneration of Directors are given in the Corporate Governance Report. The Independent Directors of the Bank are not entitled to stock options.

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

(i) Ratio of remuneration of each Director with median employees remuneration.

The ratio of remuneration of each Director to median employee remuneration is as below:

Name of the Director & Designation

Ratio
Mr. Arun Ramanathan, Part time Chairman & Independent Director* 4.51:1
Mr. Anil Kumar Sharma, Part time Chairman & Independent Director# 4.51:1
Mr. Vinod Kumar Sharma, Independent Director* 2.82:1
Mr. Arun Kumar Verma, Independent Director* 3.78:1
Prof. Balakrishnan N, Independent Director* 2.82:1
Mr. Srinivasan N, Independent Director* 2.82:1
Mr. Navin Puri, Independent Director 2.82:1
Mr. Ramesh Rangan, Independent Director 2.82:1
Prof. Samir Kumar Barua, Independent Director 2.82:1
Ms. Geeta Dutta Goel, Independent Director 2.82:1
Dr. Gulshan Rai, Independent Director 2.82:1
Mr. K S Sampath, Independent Director# 4.23:1
Mr. Narayanan N R, Independent Director# 2.82:1
Mr. Ramkumar Krishnaswamy, Independent Director# 2.82:1
Mr. Vasudevan P N, MD & CEO 70.24:1
Mr. Balaji Nuthalapadi, Executive Director# 67.7:1

Notes:

* Mr. Arun Ramanathan (DIN: 00308848) ceased to be the Part-time Chairman and Independent Director of the Bank from the close of business hours on April 24, 2024 consequent to the completion of his tenure.

Mr. Vinod Kumar Sharma (DIN: 02051084), Mr. Arun Kumar Verma (DIN: 03220124), and Prof N Balakrishnan (DIN: 00181842) ceased to be the Independent Directors of the Bank from the close of business hours on September 01, 2024, September 04, 2024 and September 21, 2024, respectively consequent to the completion of their tenure.

Mr. N Srinivasan (DIN: 01501266) had tendered his resignation as an Independent Director of the Bank with effect from close of business hours on July 26, 2024 due to personal commitments.

#Mr. Anil Kumar Sharma (DIN: 08537123) was appointed as the Part-time Chairman of the Bank (Non-Executive) for a period of three (3) years, effective from April 25, 2024 until April 24, 2027 and Independent Director of the Bank for a period of five (5) years with effect from April 25, 2024 until April 24, 2029 (both days inclusive).

Mr. Narayanan Rajagopalan Nadadur (DIN: 07877022), Mr. Keezhayur Sowrirajan Sampath (DIN: 07924755) and Mr. Ramkumar Krishnaswamy (DIN: 00244711) were appointed as the Independent Directors of the Bank for a term of three years with effect from July 16, 2024 until July 15, 2027 (both days inclusive).

Mr. Balaji Nuthalapadi was appointed as the Executive Director (Whole-time Director) of the Bank and classified as one of the Key Managerial Personnel of the Bank with effect from March 29, 2025.

The remuneration to the Independent Directors does not include the sitting fee. The Whole-time Directors of the Bank are not paid any sitting fee.

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year There was no increase in the remuneration paid to the Independent Directors during the financial year 2024-25.
The increase in remuneration of Key Managerial Personnel is provided below:
Chief Executive Officer - 8%
Chief Financial Officer - 12%**
Company Secretary - 22%**
**Does not include perquisite value
(iii) the percentage increase in the median remuneration of employees in the financial year 8%
(iv) the number of permanent employees on the rolls of the Bank as on March 31, 2025 25,409
(v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration The average percentage increase in salaries of employees other than the managerial personnel in the last financial year was 9% and for KMP the increase was in the varying range of 8% to 22% for the financial year 2024-2025. The increase during the year is based on remuneration policy of the Bank and reflects the Bank's reward philosophy as well as the results of the salary benchmarking exercise.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Bank The Management affirms that the remuneration is as per the remuneration policy of the Bank.

In accordance with Section 136 of the Companies Act, 2013, the report and accounts are being sent to the Members and others entitled thereto, excluding the statements prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid information is available for inspection at the Registered Office of the Bank during the business hours on any working day of the Bank. If any Member is interested in obtaining a copy, such Member may write to the Company Secretary in this regard at cs@equitasbank.com

19. Whistle Blower Policy / Vigil Mechanism

The Bank has adopted a Whistle Blower Policy and Vigil Mechanism in compliance with the relevant provisions of the Act and the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy provides an opportunity to address the concerns of the Employees & the Directors in relation to any fraud, malpractice or any other activity or event which is against the interest of the Bank or society as a whole. The Policy is available on the Bank's website Click here

During the year under review, the Bank received 'Ten (10)' complaints under the Whistle Blower Policy of the Bank. The functioning of the mechanism is reviewed by the Audit Committee from time to time. No personnel of the Bank has been denied access to the Audit Committee.

20. Credit Ratings

The details of the credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

21. Auditors & their Report

Reserve Bank of India ("RBI") has on April 27, 2021, issued the Guidelines for Appointment of Statutory Central Auditors / Statutory Auditors of Commercial banks which are applicable from FY 2021-22 ("RBI Guidelines"). The RBI Guidelines has capped the term of Statutory Auditors at three years, replacing the earlier cap of four years.

The Board of Directors of the Bank at their meeting held on June 14, 2023 on the recommendation of the Audit Committee had appointed M/s. A S A & Associates LLP, Chartered Accountants (Firm Registration No: 009571N/ N500006) as one of the Joint Statutory Auditors for the period from FY 2023-24 to FY 2025-2026, which was approved by the Members at the Seventh AGM held on August 29, 2023. The appointment was approved by the RBI for FY 2023-2024 vide its letter dated July 07, 2023.

Further, consequent to the completion of term of M/s. Varma and Varma, Chartered Accountants at the conclusion of the Eighth AGM of the Bank, the Board of Directors at their meeting held on April 24, 2024, on the recommendation of the Audit Committee, considered and approved the appointment of M/s. Suri & Co, Chartered Accountants (Firm Registration No. 004283S) as one of the Joint Statutory Auditors for the period from FY 2024-2025 to FY 2026-2027 , which was approved by the Members at the Eighth AGM held on September 10, 2024. RBI has accorded its approval for the aforesaid appointment vide its letter dated May 22, 2024.

As per the RBI guidelines, the appointment of Joint Statutory Auditors shall be subject to annual approval from Reserve Bank of India.

The Audit Committee of the Board had reviewed the performance of M/s. A S A & Associates LLP, Chartered Accountants and M/s. Suri & Co, Chartered Accountants during the financial year 2024-2025 and their independence by taking note of the eligibility letters received from the Auditors stating that they continue to satisfy the criteria provided in Section 141 of the Companies Act, 2013 and RBI Regulations and their continuance, if approved, will be in accordance with the conditions prescribed under the Companies Act, 2013 and Rules made thereunder as well as the applicable RBI Regulations and had accordingly recommended their continuance to the Board.

The Board of Directors of the Bank at its Meeting held on May 30, 2025 considered the recommendation of Audit Committee and approved the re-appointment of M/s. A S A & Associates LLP, Chartered Accountants and M/s. Suri & Co, Chartered Accountants, as the Joint Statutory Auditors for the FY 2025-2026 as they continue to satisfy the eligibility Norms as per the RBI guidelines, subject to the approval of RBI. RBI has approved the aforesaid appointment vide its letter dated July 11,2025.

Auditors' Report:

There are no qualifications, reservations or adverse remarks made by the Joint Statutory Auditors of the Bank, M/s. A S A & Associates LLP, Chartered Accountants and M/s. Suri & Co, Chartered Accountants in their report on the financial statements for the FY 2024-2025.

Further, there any no instances of frauds committed in the Bank by its officers or employees during the period, under sub-section (12) of section 143 of the Act other than those which are reportable to the Central Government.

22. Details of Employee Stock Options Scheme (ESOS)

The Bank, pursuant to the resolutions passed by the Board and the Members of the Bank on January 31, 2019, adopted the ESFB Employee Stock Option Scheme (ESOS), 2019 ("ESFB ESOP 2019"). The Bank had amended the ESFB ESOP 2019 pursuant to the resolutions of the Board and Members of the Bank dated November 7, 2019 & November 22, 2019 respectively.

Post listing of Equity shares of the Bank, the ESFB ESOP 2019 was ratified by the Members by way of special resolution dated February 08, 2021 as required by Regulation 12 of erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014. Further, as recommended by the Nomination & Remuneration Committee of the Board, the Board of Directors at its Meeting held on January 28, 2022 had approved modifications to the ESFB ESOP 2019 aligning the scheme as per the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

As per the scheme approved, the Bank is entitled to grant an aggregate number of up to 11,00,00,000 options under ESFB ESOP 2019. The objective is to enable the Bank to attract and retain the best available talent to contribute and share in the growth of the Bank.

The Scheme is administered by the Nomination & Remuneration Committee constituted by the Board of Directors of the Bank. There were no material changes in the Employee Stock Option Scheme and the Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. A certificate from CS S Rajendran, Managing Partner, M/s. Shanmugam Rajendran & Associates LLP, Practicing Company Secretaries and the Secretarial Auditor of the Bank, that the Employee Stock Option Scheme has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and is in accordance with the resolutions passed by the Members of the Bank is enclosed as Annexure B.

The disclosures as mandated under the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on our website

Click here

Information as required under Section 62 of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is as below:

Particulars

Total
Number of options granted during the year 97,29,111
Number of options forfeited / lapsed during the year 53,03,753
Number of options vested during the year 96,62,126
Number of options exercised during the year 49,75,142
Number of shares arising as a result of exercise of options 49,75,142
Money realized by exercise of options (INR), if scheme is implemented directly by the company 23,28,59,688
Loan repaid by the Trust during the year from exercise price received NA
Option Granted but not vested 1,02,55,703
Options Vested but not exercised 1,75,34,698
Options Available for Grant 3,88,20,154

Employee wise details of the Options granted to A) Key Managerial Personnel

S. No.

Name of the Employee

Designation

No. of options granted Exercise price % of Options granted
1 Mr. Vasudevan P N MD & CEO 8,31,655 63.98 8.55%
2 Mr. Balaji Nuthalapadi Executive Director Nil Nil Nil
3 Mr. Sridharan N CFO 1,44,360 98.19 1.48%
4 Mr. Ramanathan N Company Secretary 34,420 98.19 0.35%

B) any other employee who receives a Grant of options in any one year, of options amounting to 5% or more of options granted during that year:

S. No.

Name of Employee

Designation

No. of options granted Exercise Price % of options granted
1 Mr. Murali Vaidyanathan Senior President & Head Liabilities 5,04,312 98.19 5.18%
2 Mr. Rohit Gangadharrao Phadke Senior President 5,04,312 98.19 5.18%

C) identified employees who were granted option, during any one year, equal to or exceeding 1%of the issued capital (excluding outstanding warrants and Conversions) of the Company at the time of Grant. - NIL

23. Secretarial Auditor

The Secretarial Audit Report issued by CS S Rajendran, Managing Partner, M/s. Shanmugam Rajendran & Associates LLP, Practicing Company Secretaries (C.P.NO.14055) is enclosed as Annexure C. The Bank has complied with the applicable Secretarial Standards relating to 'Meetings of the Board of Directors' and 'General Meetings' during the year. There are no qualifications or adverse remarks made by the Secretarial Auditor.

The Securities and Exchange Board of India ("SEBI") vide Notification No. SEBI/LAD-NRO/GN/2024/218 had introduced 'Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024' effective from December 31, 2024. As per the aforesaid regulations, a listed entity shall appoint or re-appoint an individual as Secretarial Auditor for not more than one term of five consecutive years or a Secretarial Audit firm as Secretarial

Auditor for not more than two terms of five consecutive years, with the approval of its Shareholders in its Annual General Meeting.

In adherence with the aforesaid regulations, the Board of Directors of the Bank based on the recommendation of the Audit Committee had approved the appointment of M/s. Shanmugam Rajendran & Associates LLP, Practicing Company Secretaries, Chennai as the Secretarial Auditor of the Bank for a term of Five (5) consecutive years from FY 2025- 2026 to FY 2029-2030 which is subject to the approval of Members of the Bank at the ensuing Annual General Meeting.

24. Further information as per Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014

- During the FY 2024-25, the Bank had no activity relating to conservation of energy or technology absorption.

- During the FY 2024-25, the total foreign exchange earned by the Bank was Nil and the total foreign exchange outgo of the Bank during the year was Rs. 556.79 lakhs.

25. Particulars of contracts or arrangements with related Parties

All contracts / arrangements / transactions entered by the Bank during the Financial Year 2024-2025 with related parties were in its ordinary course of business and on an arm's length basis. During the year, the Bank had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Bank on materiality of related party transactions or which is required to be reported as per Section 188 and other applicable provisions, if any, of the Act read with the Rules made thereunder.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act (Form AOC-2) is not applicable to the Bank for the reporting period and hence does not form part of this report. The Policy on Related Party Transactions is available in the website of the Bank

Click here

26. Risk Management

The Bank has formulated and adopted a robust Risk Management framework. The Bank has also constituted Risk Management Committee of the Board, which periodically reviews the risks faced by the Bank and the practices/ processes followed to manage them. Details of the same are covered in the MD&A report.

27. Internal Financial Controls

The Bank has clear delegation of authority and standard operating procedures, which are in accordance with the approved policies of the Bank. These measures help in ensuring that adequacy of internal financial controls commensurates with the nature and size of operations of the Bank. The Board also reviews the adequacy and effectiveness of the Bank's internal financial controls with reference to the financial statements. The procedures and internal controls provide reasonable assurance on the preparation of financial statements and the reliability of financial reporting. The Bank also ensures that the internal controls are operating effectively.

28. IND-AS Implementation

In January 2016, the Ministry of Corporate Affairs issued the roadmap for implementation of new Indian Accounting Standards (Ind AS), converged with International Financial Reporting Standards (IFRS), for scheduled commercial banks, insurance companies and Non-Banking Financial Companies (NBFCs). However, currently the implementation of Ind AS for banks has been deferred by RBI till further notice pending the consideration of some recommended legislative amendments by the Government of India. The Bank is in an advanced stage of preparedness for implementation of Ind AS, as and when these are made applicable to the Indian banks.

As required by the RBI guidelines, the accounts of the Bank are converted into Ind AS format and submitted to the RBI at periodic intervals. The Bank carries out the Expected Loss provisioning using Probability of Default (PD) and Loss Given Default (LGD) by considering historical data for the purpose of IND AS pro-forma reporting and product pricing. The Bank has put in a place a comprehensive Expected Credit Loss Framework.

29. Loans / Guarantees / Investments

Pursuant to Section 186 (11) of the Companies Act, 2013, the provisions of Section 186 of Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a Banking Company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the Financial Statements as per the applicable provisions of Banking Regulation Act, 1949.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Bank has in place, a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The particulars of complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the FY 2024-2025 are as follows:

a. Number of complaints filed during the financial year: 18

b. Number of complaints disposed of during the financial year: 15

c. Number of complaints pending as on end of the financial year. : 3

d. Number of cases pending for more than ninety days: 0

The Bank has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. Compliance with the Maternity Benefit Act, 1961

The Bank has complied with the provisions relating to the Maternity Benefit Act, 1961.

32. Depository System

As the Members are aware, the Bank's Equity Shares are tradable in electronic form. As on March 31,2025, out of the Bank's total equity paid up share capital comprising of 1,13,98,62,421 Equity Shares, only 115 equity shares were in physical form and the remaining shares were in electronic form. In view of the numerous advantages offered by the Depository System, the Member(s) holding shares in physical form are advised to avail the facility of dematerialisation.

33. GENERAL DISCLOSURE

The Annual Return under MGT-7 as required under the Companies Act, 2013 is available on the website of the Bank Click here.

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the future operations of the Bank.

There are no agreements entered into as per clause 5A to para A of part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• There has been no change in nature of business of Bank

• Issue of equity shares with differential rights as to Dividend, voting or otherwise pursuant to the provisions of Section 43 of the Act and Rules made thereunder

• The Bank has not issued any warrants

• The Bank has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder

• The financial statements of the Bank were not revised

• The Bank has not failed to implement any corporate action

• There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016

• Managing Director or the Whole-time Directors of your Bank received any remuneration or commission during the year, from any of its subsidiaries - Not Applicable as the Bank does not have any subsidiaries

• The Bank has not issued Sweat Equity Shares to its Directors or the employees of the Bank under any scheme

• The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable

• The Bank has not made any provisions of money or has not provided any loan to the employees of the Bank for purchase of shares of the Bank , pursuant to the provisions of Section 67 of the Act and Rules made thereunder

• Being a banking company, provisions of section 148(1) of the Act, relating to maintenance of cost records is not applicable

Acknowledgement

The Board of Directors are grateful to RBI, SEBI, Stock Exchanges, Depositories, other Government and Regulatory Authorities, other Banks and Financial Institutions for their support and guidance. The Directors place on record their sincere thanks to the valued constituents of the Bank for their support and patronage and their deep sense of appreciation to all the employees of the Bank for their unstinted commitment to the growth of the Bank.

For and on behalf of the Board of Directors

Vasudevan P N

Anil Kumar Sharma

MD & CEO Part-time Chairman
DIN:01550885 DIN:08537123
Place : Chennai
Date : June 27, 2025