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 |
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Date : June 27, 2025 |
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