A provision is recognised when there is a presentobligation as a result of past event, and there is aprobability of an outflow of resources that will berequired to settle the obligation and in respect ofwhich a reliable estimate can be made. Provisions aredetermined based on the Management's best estimaterequired to settle the obligation as at the balance sheetdate. These are reviewed at each balance sheet dateand adjusted to reflect the current best estimates.
In case where the available information indicates thatthe loss on the contingency is reasonably possible butthe amount of loss cannot be reasonably estimated, adisclosure is made in the financial statements. In caseof remote possibility, neither provision nor disclosureis made in the financial statement.
Contingent Assets are neither recognized nor disclosedin the financial statements since this may result in therecognition of income that may never be realized.
In addition to the provisions required to be heldaccording to the asset classification status, provisionsare also required to be made towards country-wise netfunded exposure on foreign exchange transactionsexceeding the threshold limits (other than for homecountry). Provision will be made where the net fundedexposure of any country is 1% or more of the Bank'stotal funded assets.
Further, till such time internal rating systemsare developed by the Bank, the seven-category
classification followed by Export Credit GuaranteeCorporation of India Ltd. (ECGC) will be utilised for thepurpose of classification of country risk exposures viz.,countries will be classified into seven risk categoriesnamely insignificant (A1), low (A2), moderately low(B1), moderate (B2), moderately high (C1), high (C2)and very high (D).
Expenditure towards corporate social responsibility, inaccordance with Companies Act, 2013 is recognisedin the Profit and Loss Account.
Leases where all the risks and rewards of ownershipare retained by the lessor are classified as ‘Operatinglease'. Operating lease payments are recognised asan expense in the Profit and Loss Account as per thelease terms. Initial direct costs in respect of operatingleases such as legal costs, brokerage costs etc., arerecognised as expense immediately in the Profit andLoss Account.
The net profit disclosed in the Profit and Loss Accountis after providing for :
• Provision for taxes, standard assets and non¬performing assets;
• Provision for depreciation on investments,
• Provision for employee benefits; and
• Other usual and necessary provisions
SCHEDULE 18 - NOTES ON ACCOUNTS FORMINGPART OF THE FINANCIAL STATEMENTS FOR THE YEARENDED MARCH 31, 2025
The schedule provides disclosure for the year ended 31st March2025 (with comparative position of previous year, whereverapplicable) as per Reserve Bank of India's (RBI) Master Circularon Disclosure in Financial Statements.
(Amounts given herein are denominated in Rupees crore unlessspecified otherwise)
During the year, there has been no draw down from the reserves to the Profit & Loss account.
In accordance with RBI circular DOR.CAP.REC.4/21.06.201/2024-25 dated 01st April 2024, read together with RBI circularDBR.No.BP.BC.1/21.06.201/2015-16 dated 1st July 2015, Banks are required to make Pillar 3 disclosures under Basel IIIcapital regulations. Accordingly, necessary disclosures have been made available on the Bank's website - https://www.kvb.co.In/about-us/disclosures/pillar-MI-dlsclosures/. These disclosures have not been subjected to audit by the Joint StatutoryCentral Auditors.
During the year ended 31st March 2025, the Bank did not raise any subordinated debt bonds qualifying for Tier II capital.
The Board of Directors have recommended a dividend of 130% i.e. Rs.2.60 per equity share of Rs. 2.00 each for the year2024-25 (Previous year 120%-Rs.2.40 per equity share), subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting.
In accordance with Accounting Standards 4 - Contingencies and Events Occurring after the Balance Sheet date notified underthe Companies (Accounting Standards) Rules 2021, the proposed dividend has not been shown as an appropriation from theProfit and Loss account for the year ended 31st March 2025 and correspondingly not reported under Other Liabilities andProvisions as at 31st March 2025. However, capital adequacy ratio has been computed by reducing the proposed dividend.
2b. Liquidity Coverage Ratio (LCR)i. Qualitative disclosure
Pursuant to RBI guidelines on implementation ofBasel III framework applicable to banks in India witheffect from 1st January 2015, measurement of LCR byBank is undertaken for stress testing. LCR promotesshort term resilience of banks to potential liquiditydisruptions by ensuring that they have sufficient highquality liquid assets (HQLAs) to survive an acute stressscenario lasting for 30 days. As per extant regulatoryguidelines, the minimum LCR to be maintained bybanks is specified at 100%.
i.a Objective
LCR standard aims to ensure that a bank maintainsan adequate level of unencumbered HQLAs thatcan be converted into cash to meet its liquidityneeds for a 30 calendar day time horizon undera significantly severe liquidity stress scenariospecified by supervisors. At a minimum, the stockof liquid assets should enable the bank to surviveuntil day 30 of the stress scenario, by which timeit is assumed that appropriate corrective actionscan be taken.
Bank has consistently maintained LCR above
100% during FY 2024-25 (as well as during
FY 2023-24) i.e. at levels higher than the
required regulatory minimum level, on an
ongoing basis.
i.b Composition of HQLA
• Cash in hand
• Excess CRR balance as on that particular day
• Excess Government Securities in excess ofminimum SLR requirement
• Government Securities within themandatory SLR requirement to the extentallowed by RBI under MSF (presently to theextent of 2% of NDTL as allowed for MSF)
• Facility to avail liquidity for liquidity coverageratio at 15% of NDTL
• AAA rated bonds and AA- & aboveand marketable securities representingclaims guaranteed by sovereigns havingrisk weights higher than 20% but nothigher than 50%
• Common equity shares not issued by thebank or any of its affiliated entities andincluded in NSE CNX Nifty and / or S&PBSE Sensex indices.
NSFR = Amount of available stable funding (ASF) 4- amountof required stable funding (RSF).
NSFR indicates that the Bank maintains a stable fundingprofile in relation to the composition of its assets and off-balance sheet activities and promotes funding stability i.e.resilience over a longer-term time horizon by requiringbanks to fund their activities with more stable sources offunding, on an on-going basis.
ASF is defined as the portion of capital and liabilities,expected to be reliable over the time horizon consideredby NSFR, which extends to one year. RSF is a function ofthe liquidity characteristics and residual maturity of variousassets (including off-balance sheet exposures) held. RBI hasmandated that minimum NSFR of 100% is to be maintainedwith effect from October 01, 2021.
NSFR standard is structured to:
a) Ensure that investment banking inventories, off-balance sheet exposures, securitization pipelines andother assets and activities are funded with at-least aminimum amount of stable liabilities;
b) Avoid over-reliance on wholesale funding during timesof buoyant market liquidity;
c) Counterbalance the cliff-effects of the liquiditycoverage ratio approach;
d) Offset incentives for institutions to fund their stock ofliquid assets with short-term funds that mature justoutside the supervisory defined horizon for LCR; and
e) Require stable funding for all illiquid assets andsecurities held, including those held in HFT/AFSi.e. reckon illiquidity and not the assumed executionturnover period.
The following assumptions are used by RBI in thecalibration of NSFR :
• Longer-term liabilities are assumed to be more stablethan short-term liabilities;
• Short-term (maturing in less than one year) depositsprovided by retail customers and funding provided bysmall business customers are behaviorally more stablethan wholesale funding of the same maturity fromother counterparties;
• For the sake of continuity and resilience of creditcreation, stable funding for some proportion of lendingto the real economy is required;
• Banks may seek to roll over a significant proportion ofmaturing loans to preserve customer relationships;
• Short-dated assets (maturing in less than one year)require a smaller proportion of stable funding becausethese could be allowed to mature without rolling-over;
• Unencumbered, high-quality assets that can besecuritized or traded or used as collateral to secureadditional funding, do not need to be wholly financedwith stable funding; and
• At least a small portion of the potential calls onliquidity arising from off-balance sheet commitmentsand contingent funding obligations need to be met bystable funding.
NSFR is measured on a quarterly basis and advancedtechniques such as stress testing, sensitivity analysisetc. are conducted periodically to assess the impact ofvarious contingencies.
Net profit on sale of securities includes profit of Rs. 0.39 crore on sale of securities from HTM category (Rs. 1.52 during theprevious year). As per RBI guidelines, an amount of Rs. 0.22 crore (after netting of taxes and transfer to Statutory Reserve) istransferred to Capital Reserve for the year ended 31.03.2025 (Rs. 0.85 during the previous year).
The percentage of SLR investment under HTM category as on 31st March 2025 was 19.36% of Demand and Time Liability ofthe Bank (previous year 19.26%) which is within permissible limit as per RBI guidelines.
3.8 Interest income on investment is net of amortization expenses of Rs. 85.28 crore (Rs. 103.62 crore during previous year).
3.10 There has been no change in the accounting policy except with respect to ‘Investments' to comply with the Reserve Bank of IndiaMaster Direction on Classification, Valuation and Operation of Investment Portfolio of Commercial Banks (Directions) 2023 datedSeptember 12, 2023 (‘Master Direction') which is effective from April 01, 2024 read with the frequently asked questions issuedby the Fixed Income Money Market and Derivatives Association of India (‘FIMMDA').
Accordingly, the investment of the Bank as at April 01, 2024 have been reclassified, wherever required and valued in accordancewith the requirement of said Master Direction and transitional adjustment on account of ‘Available For Sale' (AFS) portfolio andother securities has been adjusted in AFS reserve and opening General reserve to the extent of Rs.23.01 crore and Rs.260.98crore (which includes reversal of provision for depreciation of Rs.58.06 crore and transfer of Investment Reserve of Rs.202.92crore) respectively. Thus, corresponding year ended figures in respect of March 31, 2024 are not comparable. The impact onaccount of this change in the accounting policy is not material for the quarter and year ended March 31, 2025.
All investments purchased and sold during the year ended March 31, 2025 are done in compliance with the requirements of themaster direction & revised accounting policy. In compliance with Master Directions, the valuation gains and losses for the yearended March 31, 2025 across all performing investment held under AFS is aggregated and the net gain amounting to Rs.55.02crore (net of tax) has been directly credited to AFS Reserve. The securities held in Fair Value through Profit and Loss (‘FVTPL')and Held for Trade (‘HFT') are fair valued and valuation losses (net) for the year ended March 31, 2025 amounting to Rs.5.02crore arising on such valuation have been charged to the Profit and Loss.
Bank undertakes factoring, including factoring throughTReDS (Trade Receivable Discounting System) platform.TReDS transactions are undertaken across variousplatforms viz., RXIL (Receivables Exchange of India Limited),M1Xchange and Invoicemart (ATreds). Receivables of ratedlarge corporates and that of MSME units from corporatesare financed through factoring. Finance extended throughfactoring form part of advances portfolio of the Bank, andthe position of factoring exposure is given below:
our Bank, provided the borrower is having foreign exchangebusiness relationship with the Bank. Bank holds a provisionof Rs. 3.79 crore as on 31.03.2025 (Previous year Rs. 6.99crore) towards UFCE of its clients.
The Bank has not exceeded the prudential credit exposurelimits in respect of Single Borrower Limit and GroupBorrower Limit (not exceeded the same for previous year).
Bank has a laid down Credit Policy, specifying that in respectof foreign currency loan exposure above USD Two million,hedging is to be insisted upon; its waiver shall be consideredon merits, on a case to case basis, and after ensuringobtention of a minimum cash margin of 5% on the exposuretowards exchange rate fluctuation risk. In case of foreigncurrency loan extended to finance exports, considering theavailability of natural hedge, hedging of risks may not beinsisted upon. For foreign currency exposure of CorporateBorrowers, hedging is to be insisted upon in respect ofexposures exceeding the thresholds specified. UFCE shallexclude items which are effective hedge of each other.Natural hedges and financial hedges already made shall beexcluded for arriving at the UFCE.
Bank shall make incremental provisioning and capitalprovisioning as under, as prescribed by RBI, and shall adoptthe provisioning and capital provisioning requirements ofRBI in respect of those entities on which total exposure ofthe Banking system is above Rs. 50 crore. Bank shall followthe RBI guidelines in respect of smaller entities (i.e. totalexposure of the Banking system is at Rs. 50 crore or less)and shall make an incremental provisioning of 10 bps overand above the extant standard asset provisioning for theunhedged exposure. In case of consortium/MBA lending,Bank shall make provisioning on the pro rata exposure of
Structure, Organisation, Scope, Nature of risk managementin derivatives
Dealing in derivatives is centralized in the integratedTreasury of the Bank. Treasury is segregated into threefunctional areas i.e., front office, mid office and back office.
Derivative transactions are entered into by the frontoffice; mid office conducts an independent check of thetransactions entered into by the front office and ensurescompliance with various internal and regulatory guidelines.Back Office undertakes activities such as confirmation,settlement, accounting, risk monitoring and reporting.
Rupee derivative deals are executed for hedging or fortrading. The risk in the derivatives portfolio is monitored byassessing the MTM position of the portfolio on a daily basisand the impact on account of probable market movements.The overall portfolio is operated within the risk limit fixedby the Bank. Forex derivative deals are offered to clientson back-to-back basis. The outstanding deals are markedto market on monthly basis. The MTM values are informedto the clients every month and margin topped up whererequired. Banks have been permitted to adopt the Current
Exposure Method for measurement of Credit Exposure ofDerivative products as per extant RBI guidelines.
The Board reviews the risk profile of the outstandingportfolio at regular intervals.
Accounting
Accounting policies for derivatives adopted by the Bank areas per RBI guidelines. Hedge swaps are accounted for likea hedge of the asset or liability. The income / expense onhedge swaps are accounted on accrual basis except whereswap transactions whose underlying is subjected to MTM.Such hedge swaps are marked to market on a monthlybasis and the gain / losses are recorded as an adjustmentto the designated asset / liability. The non-hedge swapsare marked to market every month and the MTM losses inthe basket are accounted in the books while MTM profitsare ignored.
Collateral Security
As per market practice, no collateral security is insisted forthe contracts with counter parties like Banks / PDs etc. Fordeals with corporate clients, appropriate collateral security/ margin etc. are stipulated whenever considered necessary.
Credit Risk Mitigation
Most of the deals are contracted with Banks / major PDs /highly rated clients and no default risk is anticipated on thedeals with them.
The market making and the proprietary trading activities inderivatives are governed by the Integrated Treasury policy ofthe Bank, which lays down the position limits, stop loss limitsas well as other risk limits. As far as forex derivatives areconcerned, they are undertaken on back-to-back basis only.
Risk monitoring on derivatives portfolio is done on a dailybasis. The Bank measures and monitors risk using PriceValue of a Basis Point (PVBP) approach. Risk reportingon derivatives forms an integral part of the managementinformation system and the marked to market position andthe PVBP of the derivatives portfolio is reported on a dailybasis to the top management.
Risk monitoring on forex derivatives is done on a monthlybasis. It is reported to the top management and relatedclients on monthly basis.
Note: There are no derivative transactions undertaken during the year (also no derivative transactions undertaken during previousyear), other than Forward Forex Contracts. Bank does not have any open position in the Derivative instruments in trading bookas on 31st March 2025 (also as on 31st March 2024).
The bank has not undertaken any Credit Default Swaps during FY 2024-25 and FY 2023-24.
During the year RBI has levied the following penalties -
1. Rs. 0.08 crore penalty imposed by RBI for non-compliancewith certain directions issued by RBI on ‘Loan System forDelivery of Bank Credit'.
2. Rs. 0.02 crore emanating out of deficiencies found whileprocessing the currency notes remitted by the Bank,Rs. 0.004 crore for the deficiencies found in the branchincognito visit by RBI and Rs. 0.007 crore for the deficienciesfound in the ATM cash outs (Previous year Rs. 0.03 crore).
Qualitative Disclosure
As on 31st March 2025, the Nomination & RemunerationCommittee (NRC) of the Board consists of three IndependentDirectors. Further as per requirement of RBI guidelinesa member of Risk Management Committee of the Boardis also made member in NRC. The Composition complieswith RBI guidelines, provisions of Companies Act, 2013 andSEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015 (‘SEBI LODR').
The mandate of Nomination and Remuneration
Committee includes:
a. To formulate criteria for determining qualifications,positive attributes and independence of a director, interms of fit and proper criteria issued by the RBI fromtime to time.
b. To devise policy on Board Diversity, and policy onAppointment and Succession Planning for Directors.
c. To formulate/review criteria for evaluation ofperformance of Chairman, Independent Directors,Board of Directors, Committees of Board.
d. To recommend persons who are qualified to becomedirectors and who may be appointed in seniormanagement in accordance with the criteria laiddown and recommend to the board of directors theirappointment and removal.
e. To frame/review Compensation Policy towardsensuring effective alignment between remunerationand risk. Directors and Senior Management Personnelshall be part of the Compensation Policy.
f. To review and recommend to the board, allremuneration, in whatever form, payable to Directors& senior management.
g. To formulate the criteria for variable pay and fix thethresholds for applying malus & clawback on the grantof variable pay payable to MD & CEO/ WTD.
h. To consider grant of stock options to employees,administer and supervise the Employee StockOption Plans in conformity with statutory provisionsand guidelines.
i. To provide inputs, if required, to Board for makingdisclosures regarding policies, appointments,remuneration etc. of Directors and Senior Managementpersonnel in the Annual Reports/ Directors Reports/Financial Statements etc. as may be required by theregulations from time to time.
j. To perform any other functions or duties as stipulatedby the Companies Act, RBI, SEBI, Stock Exchanges andany other regulatory authority or under any applicablelaws as may be prescribed from time to time.
b. Information relating to the design and structure ofremuneration processes and the key features andobjectives of remuneration policy
The Bank has Board approved Compensation Policy in termsof the RBI guidelines, provisions of Companies Act, 2013and SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015 (‘SEBI LODR'). The CompensationPolicy of the Bank covers the compensation payable toall the employees including the MD&CEO/ WTD, KeyManagerial Personnel, Material Risk Takers, Control FunctionStaff as per the guidelines of RBI and also fee payableincluding fixed remuneration to Non- Executive Directors/Independent Directors. Nomination and RemunerationCommittee (NRC) of the Bank oversees the framing, reviewand implementation of compensation policy on behalf ofthe Board of Directors. Further as per requirement of RBIguidelines a member of Risk Management Committee ofthe Board is also a member in order to consider risk relatedaspects in remuneration structures.
In terms of RBI Guidelines and Compensation Policy ofthe Bank the position of Managing Director & CEO andExecutive Directors are identified as Material Risk Taker(MRT). The compensation payable to MRTs is divided intofixed and variable components. Non-Executive Directors/Independent Directors are paid sitting Fees for attendingBoard/ Committee meetings. Part-time (Non-Executive)Chairperson is entitled for honorarium, as approved byReserve Bank of India and Shareholders of the Bank. In termsof RBI circulars and as approved by the shareholders videpostal ballot resolution dated July 16,2024, Non-ExecutiveDirectors of the Bank including Independent directors(Other than Non-Executive (Part-time) Chairperson) areeligible for fixed compensation to the tune of 0.2% of theprofit available for distribution subject to a maximum ofRs.20 Lakhs for each Director per annum with effect fromFY 2024-25, for a period of three (3) years. The said fixedcompensation payable shall be in proportion to the tenureof the Directors on the Board during the year.
Remuneration to employees (other than MRTs) is definedby the IBA pay scale / CTC pay structure, both of which areapproved by the Board. The IBA pay scale is an industrystandard across all PSBs and old generation private banks,while the CTC pay structure specific to KVB has beenformulated on the basis of comparative industry practices.
The objective is to suitably compensate every employeeas per his position in the organization so as to adequatelyrecognize his contributions.
Objective of the Compensation policy is to align thecompensation with prudent risk taking;
• Compensation must be adjusted for all types of risks
• Compensation outcomes must be symmetric withrisk outcomes
• Compensation pay-out schedules must be sensitive tothe time horizon of risks
• The proportion of cash, equity and other forms ofcompensation must be consistent with risk alignment.
c. Description of the ways in which current and future risksare taken into account in the remuneration processes. Itshould include the nature and type of the key measuresused to take account of these risks
With respect MRTs the clauses of Compensation Policyadopted by the Bank address the issues pertaining tocurrent and future risks. While current risks are factored infixed pay, the future risks are factored in variable pay. Thevariable pay shall be based on predefined KPIs having a widevariety of measures related to Governance, Internal Controls,appropriate risk management practices and adherence toCompliance, etc. as set out by NRC. This risk adjustmentfactors in both quantitative and qualitative elements. ThePolicy effectively aligns the compensation with prudent risktaking and shall be symmetrical with risk outcomes as wellas sensitive to the time horizon of risk. Further in adherenceto FSB implementation standards & RBI Guidelines, variablepay has deferral arrangements. In the event of negativeoutcomes & misconduct risk, the deferred compensationshall be subjected to malus and claw back arrangements intune with the RBI guidelines.
The remuneration (other than MRTs) as per IBA / CTCpackage is position / designation specific and not necessarilyrisk specific. However, there are sufficient systems andprocedures in place in the Bank (including KVB OfficerEmployees, Conduct Regulations and Discipline & AppealRegulations, and also Malus / Claw back clauses in theemployment contracts wherever applicable and continuousmonitoring / auditing etc) to ensure risk mitigationand prevention.
Board of Directors of the Bank through NRC shall exerciseoversight & effective governance over the framing andimplementing the Compensation policy.
d. Description of the ways in which the Bank seeks tolink performance during a performance measurementperiod with levels of remuneration
Bank follows a performance-based remuneration, whichmotivates and rewards high performers who strengthenlong-term customer relations,and generate incomeand shareholder value. The Bank while designing thecompensation structure ensures that there is a properbalance between fixed pay and variable pay. Bank ensuresthat variable pay shall relate to the performance. Thevariable pay could be in cash, stock linked instruments or amix of both.
While fixing the Variable Pay, performance parametersunder financial and non-financial areas of operations areassessed. The financial performance of the bank is factoredwhile determining the amount of variable remuneration to bepaid. Variable Pay shall be fixed on the basis of performancematrix broadly categorized as a) Bank as a whole, b)Business Unit, c) Individual, based on the quantitative andqualitative criteria. The quantitative criteria shall relateto the performance of the Bank and certain qualitativefactors taking into account the, Governance Measures,Cost to Income Ratio, Internal controls, appropriate riskmanagement practices and adherence to compliance, etcas set out by NRC.
In the event of subdued or negative financial performanceof the bank and or the relevant line of business in any year,having misconduct, the deferred compensation shall besubjected to malus and claw back arrangements in tunewith the RBI guidelines.
e. A discussion of the bank’s policy on deferral and vestingof variable remuneration and criteria for adjustingdeferred remuneration before vesting and after vesting
As per the Compensation Policy, Variable pay is eligible on theachievement of certain business/compliance targets fixed bythe management. The structuring of remuneration in caseof MD & CEO/WTD shall be subject to the approval of RBI.
Deferral arrangements for variable pay in case of MD &CEO/WTD and other employees who are MRTs and Control
Function Staff, in adherence to FSB implementationstandards shall be;
a minimum of 60% of the total variable pay shall be underdeferral arrangements.
If cash component of variable pay equals or exceedsRs.25.00 Lakhs, then at least 50% of the cash bonus shallbe deferred.
The deferral period shall be a minimum of three yearsapplicable to both cash and non-cash components of thevariable pay. Deferred remuneration shall either vest fullyat the end of the deferral period or be spread out overthe course of the deferral period. The first such vestingshall be not before one year from the commencement ofthe deferral period. The vesting shall be no faster thanon a pro-rata basis. Additionally, vesting, shall not takeplace more frequently than on a yearly basis, to ensurea proper assessment of risks before the application ofex-post adjustments.
Subject to bank's ESOP schemes, NRC at its discretionmay specify a retention period after the vesting of stocklinked instruments which have been awarded as variable payduring which they cannot be sold or accessed.
In cases where the compensation by way of share linked,instruments is not permitted by law / regulations, the entirevariable pay can be in cash, subject to deferral /vesting /malus-clawback norms.
f. Description of the different forms of variableremuneration (i.e. cash, shares, ESOPs and otherforms) that the bank utilizes and the rationale for usingthese different forms
Variable pay is purely based on performance and is measuredthrough KPIs. Bank ensures that the compensationstructure is comprehensive and considers both, qualitativeand quantitative performance measures. The variable paywould be in the form of cash & non-cash components (inthe form of Share linked instruments).
Bank has two Employees Stock Option Schemes viz; KVBESOS 2011 and KVB ESOS 2018. NRC may grant stockoptions under the Employees Stock Options Schemes fromtime to time in terms of SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations, 2021 (ErstwhileSEBI (Share Based Employee Benefits) Regulations, 2014).
In case of other employees Bank also subscribes to differentforms of variable pay such as performance linked incentives,Ex-gratia for other employees, non-cash incentives, Bonus,any other incentives by whatever name called having thesimilar features. The Bank shall not grant any severancepay (other than the terminal benefits and gratuity asper the provisions). Bank shall not provide any facility orfunds or permit to insure or hedge his/her compensationstructure to offset the risk alignment effects embedded inthe compensation package.
* - Deviation from Mean Pay of the Bank, in respect of MD &CEO and Executive Director Shri. J.Natarajan, compensation hasseen a significant change due to the following reasons:
a. The revision in remuneration (both fixed and variable) paid to MD&CEO during the FY 2024-25 has been considered andthe increase compared to previous FY 2023-24 is because of variable pay payments i.e. cash component of FY 23-24,deferral cash component of FY 20-21, 21-22, 22-23, Exercise of non-cash component of variable pay (ESOS) pertainingto FY 20-21, 21-22, 22-23 and perquisites as per Income Tax act,1961.
b. The remuneration (fixed and variable) paid to ED during the FY 2024-25 has been considered and the increase compared toprevious FY 2023-24 is because of variable pay payments i.e. cash component of FY 23-24, exercise of non-cash componentof variable pay (ESOS) pertaining to FY 20-21, 21-22, 22-23 (during which time he served as the President) and perquisitesas per Income Tax act,1961.
13.1 Remuneration (including sitting fees, profit related commission and Honorarium) paid to non-executive directors during the yearis Rs 2.45 Crore (previous year Rs. 2.57 Crore).
The Bank has formulated and adopted Employee Stock Option Schemes to provide a platform to employees for participatingin the ownership of the Bank and in its long-term growth. The Bank uses stock options as a compensation tool to attract andretain critical talent and encourage employees to align individual performances with that of the Banks' objectives. Currently, theBank has the following Schemes in compliance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021:
• Karur Vysya Bank Employees Stock Option Scheme 2011 (“KVB-ESOS-2011”)
• Karur Vysya Bank Employees Stock Option Scheme 2018 (“KVB-ESOS-2018”)
1. Vesting eligibility under these schemes are purely based on achievement of performance matrix. The vesting period shallbe under deferral arrangement upto three years from the date of grant, however minimum vesting period of one yearis mandatory.
2. Details outstanding as on April 01, 2024 pertains to options granted during previous years viz; FY 2020-21, 2021-22,2022-23 and 2023-24.
3. Based on the eligibility conditions during the year 1,21,259 options (ESOS 2011 scheme - 38,971 options and ESOS 2018scheme - 82,288 options) were lapsed, and the said options were added back to the Employee Stock Option pools.
4. The Bank has granted 63,695 options of face value Rs 2/- each to Material Risk Takers (MRTs) - MD & CEO and ExecutiveDirector (for his performance in the role of President) under KVB ESOS 2018 scheme during the year. In terms of RBIGuidelines on Compensation Policy, the said grant is part of their variable pay non-cash component for the performanceassessment period of FY 2023-24. Further Bank has also granted 49,060 options of face value Rs 2/- each to SeniorManagement under KVB ESOS 2018 scheme during the year as a part of their non-cash component for the performanceassessment period of FY 2023-24. The vesting period shall be under deferral arrangement of three years from thedate of grant.
further notice. RBI has not issued any further notificationon implementation of IndAS by SCBs during the financialyear 2024-25.
In compliance to the RBI circular dated 11th February 2016,the status of IndAS implementation is given below:
Proforma IndAS statements have to be submitted to RBI onhalf-yearly basis with effect from FY 2021-22; accordingly,proforma IndAS statements for the half-year ended 30thSeptember 2024 have been prepared and submitted toRBI. Bank has evaluated IndAS solution offered by variousvendors. Bank had selected the software vendor forIndAS evaluation and implementation and UAT testing isunder process.
Ministry of Corporate Affairs (MCA), Government of India,notified the Companies (Indian Accounting Standards)Rules, 2015 on February 16, 2015. Vide press releasedated 18th January 2016, MCA notified the roadmap forimplementation of Indian Accounting Standards (IndAS)(converging with the Internal Financial Reporting Standards(IFRS)) for Scheduled Commercial Banks (SCBs) excludingRegional Rural Banks, Non-Banking Financial Companies andInsurance Companies. Accordingly, RBI, vide circular DBR.BP.BC.No.76/21.07.001/2015-16 dated 11th February2016, advised SCBs to follow IndAS from 1st April 2018,subject to guidelines / directions to be issued in this regard.
RBI initially deferred IndAS implementation by SCBs to1st April 2019; subsequently, vide circular DBR.BP.BC.No.29/21.07.001/2018-19 dated 22nd March 2019,implementation of IndAS by SCBs has been deferred till
The revision in family pension payable to employees of theBank covered under 11th Bipartite Settlement and JointNote dated 11th November 2020 was quantified on 26thAugust 2021; the Bank opted to amortize the additionalliability of Rs. 80.26 crore based on actuarial valuationduring the three quarters of financial year 2021-22 equally,and the same has been accordingly expensed to Profit &Loss account in the previous financial year 2021-22 itself.
In compliance with the guidelines issued by the RBIregarding disclosure requirements of the various AccountingStandards, the following information is disclosed:
a. There are no material prior period income andexpenditure included in the Profit & Loss account,which requires a disclosure as per AS-5.
For the preparation of these financial statements,the bank has followed the same accounting policiesand generally accepted practices adopted for thepreparation of audited financial statements for theyear ended 31st March 2025.
Bank recognises revenue on accrual basis, as perdetails given in item C.1 of the Significant AccountingPolicy of the Bank (Schedule 17).
Bank has followed the guidelines issued by RBIand FEDAI, in order to comply with the applicablerequirements under AS-11. Accordingly, foreignexchange transactions are accounted as per detailsgiven item C.6 of the Significant Accounting Policy ofthe Bank (Schedule 17).
The Bank is following AS-15 (Revised 2005) ‘EmployeeBenefits' as under:
a. In respect of Contributory Plan, viz.,
Provident Fund: The Bank pays fixed contributionat pre-determined rates to a separate trust, whichinvests in permitted securities. The obligation ofthe Bank is limited to such fixed contribution.
National Pension Scheme: As per industrysettlement dated 27th April 2010, employees whohave joined on or after 1st April 2010 are coveredunder National Pension System (NPS) regulatedby Provident Fund Regulatory DevelopmentAuthority (PFRDA). Employer's contribution toNPS has been recognised as expenditure in theprofit and loss account.
b. In respect of Defined Benefit Plans, viz.,
Gratuity: The Bank Provides for Gratuity,a defined benefit plan (the Gratuity Plan)covering the eligible employees. The GratuityPlan provides a lump sum payment to vestedemployees on retirement, death, incapacitationor termination of employment, of an amountbased on respective employee's salary and tenureof employment.
Pension: The Bank Provides for Monthly pension,a defined benefit plan (the Pension Plan) coveringthe eligible employees. The Pension Plan providesa monthly pension after the retirement of theemployees till death and to the family after hisdeath of the pensioner based on the respectiveemployee's salary and tenure of the employment.
1. Business Segments
For the purpose of segment reporting, the reportable segments are identified into Treasury, Corporate/Wholesalebanking, Retail banking and other banking operations, in compliance with RBI guidelines. Brief description of activitiesof each segment and revenue attributable thereto is as under:
1. Treasury portfolio comprises of investments in Central and State Government securities, debt instruments ofBanks, FIs, Insurance companies, PSUs and corporates, certificate of deposits, equity shares, mutual funds,security receipts etc. as well as forward contracts, derivatives and foreign exchange operations on proprietaryaccount and for customers, including trading in these instruments as well as borrowing and lending operations.
Treasury income is primarily earned through interest on investments, forex income as well as income fromsecurities trading; expenditure includes interest on funds borrowed and other allocated overheads.
2. Corporate/ Wholesale banking includes all advances to trusts, partnership firms, companies, and statutory bodies,which are not included under Retail Banking.
Revenue comprises of interest and fees / charges earned from such clients and expenses are those incurred oninterest towards funds utilized and other allocated overheads.
3. Retail banking comprises of lending of funds and other banking services to any legal person including small businesscustomers, on the basis of the borrower, nature of the product, granularity of the exposure and quantum thereof.
The Bank has no Associates. Hence reporting under AS-23 is not applicable (not applicable for previous year also).
The Bank has not discontinued any of its operations. Hence reporting under AS-24 is not applicable (not applicable forprevious year also).
Quarterly financial reviews have been carried out as per extant RBI and SEBI guidelines, and reporting / filing of theprescribed information have been complied with by the Bank.
In the opinion of the Management, there is no impairment of its Fixed Asset to any material extent as at 31st March 2025requiring recognition in terms of Accounting Standard 28 (also as at 31st March 2024).
14.12 The Bank has deposited an amount of Rs. 603.26 crore(Rs.599.91 crore during the previous year) towardsdisputed tax liability. In the opinion of the Bank, no provisionis considered necessary based on favourable decisions byvarious courts.
As advised by Tax Consultants of the Bank, there are highchances of favourable outcome in these cases consideringlegal provision, favourable judicial pronouncements and / orappellate orders on identical issues for past years. Hence, theBank does not consider it necessary to make any provision orinclude the same under Schedule 12- Contingent Liability,to the Balance sheet. All pending litigations which may havean impact on its financial position have been estimatedand provided for in the financial statements. In respect of
other pending litigations, in opinion of the management, noprovision is required as it does not expect to have any impacton its financial position.
As per the Companies Act 2013 read with IEPF rules,dividends unclaimed for more than seven years from thedate of their declaration, all shares in respect of whichdividends remain unclaimed for the last seven consecutiveyears and the application money received by the Bank forallotment of shares being due for refund/unclaimed forseven years, are to be transferred to Investor Education andProtection Fund.
In compliance with the above provisions, the unclaimeddividend amount of Rs 0.48 crore (Rs.0.56 crore ofprevious year) for the FY 2016-17 and 1,69,766 shares(85,482 shares for previous year) of face value Rs. 2/-each, in respect of which the dividends remain unclaimedfrom FY 2016-17 for the last seven consecutive years,were transferred to the Investor Education and ProtectionFund (IEPF) during the year ended March 31, 2025 withinthe timelines.
Further the application money due for refund during theyear to the tune of Rs. 0.05 crore with respect to RightsIssue-2017 remaining unclaimed for a period sevenyears was transferred with a short delay of 12 days dueto technical glitch on MCA V3 Portal. The due date fortransfer of amount is January 20, 2025 and the processfor transferring the amount was initiated well before thedue date. With respect to technical glitch in MCA V3 Portal,we have raised service tickets with MCA twice on January17 & 22, 2025. The technical glitch was rectified aftercontinuous follow up with MCA on January 30, 2025 andsubsequently the application money due for refund wastransferred to IEPF on February 01, 2025.
The expense required to be spent by the Bank duringthe year towards its CSR obligation amount to Rs.29.72 crore (Previous year Rs.18.39 crores). The Bankhas incurred an expenditure of Rs. 4.15 crore (Previousyear Rs. 8.06 crore) towards its CSR obligations andhas provided Rs. 25.44 crore (Previous year Rs.10.33 crore) during the year for various future CSRprojects. The Bank has set off the excess CSR expensebrought forward from previous year amounting to Rs.0.30 crore.
Under the Micro, Small and Medium EnterprisesDevelopment Act, 2006 which came into force from 2October, 2006, certain disclosures are required to bemade relating to Micro, Small and Medium enterprises.The required disclosure is given below:
These represent claims filed against the Bank inthe normal course of business relating to variouslegal cases currently in progress. These also includedemands raised by income tax and other statutoryauthorities and disputed by the Bank.
The Bank presently enters into foreign exchangecontracts and interest rate swaps with interbankcounterparties and customers. Forward exchangecontracts are commitments to buy or sell foreigncurrency at a future date at the contracted rate.Interest rate swaps are commitments to exchangefixed and floating interest rate cash flows in thesame currency based on fixed rates or benchmarkreference. The notional amounts of such foreignexchange contracts and derivatives provide a basisfor comparison with instruments recognized on thebalance sheet but do not necessarily indicate theamounts of future cash flows involved or the currentfair value of the instruments and, therefore, do notindicate the Bank's exposure to credit or price risks.The fluctuation of market rates and prices causefluctuations in the value of these contracts and thecontracted exposure become favourable (assets) orunfavourable (liabilities).
As a part of its banking activities, the Bank issuesguarantees on behalf of its customers to enhancetheir credit standing. Guarantees represent irrevocableassurances that the Bank will make payments in theevent of the customer failing to fulfil its financial orperformance obligations.
These include documentary credit issued by theBank on behalf of its customers and bills drawn bythe Bank's customers that are accepted or endorsedby the Bank.
Includes Capital commitments and amount transferredto RBI under the Depositor Education and AwarenessFund (DEAF). (Refer schedule 12 for amounts relatingto contingent liability.)
Inter Branch/Office accounts reconciliation has beencompleted upto 31st March 2025 and all the inter branchentries have been reconciled upto 31st March 2025.
14.17 The bank has filed a writ petition and obtained an interimstay from the Hon'ble High Court of Madras in respect ofa show cause notice issued during the year/quarter endedDecember 31, 2024 by the Commercial Taxes Department,Tamil Nadu, proposing to levy Goods and Service Tax (GST)and penalty thereon aggregating to Rs.253743.26 lakhs foran earlier year. The management has been legally advisedthat the same is not tenable as per provisions of GST Actand hence does not require any provision or disclosureas contingent liability in the financial results. The abovematter has also been intimated to the Stock Exchangeson December 21, 2024, as per the requirements of theListing agreement.
The books of accounts have been balanced and tallied inall branches of the Bank as on 31st March 2025 (also as on31st March 2024).
As required by Rule 11 (g) of the Companies (Audit andAuditors) Rules 2014, which is effective from April 1,2023, the Company is using an accounting software formaintaining its books of account which has a feature ofrecording audit trail (edit log) facility and the same hasoperated throughout the year for all relevant transactionsrecorded in the software. In respect of Digital Gold Loan,PeopleSoft HRMS and Bullion Precious Metal the audittrail (edit log) was enabled at database level/ captured inDAM tool from June 13, 2023, July 9,2023 and February01, 2024 respectively. In respect of LOS software, themanagement is of the opinion that maintaining edit/ auditlogs at the service provider's end is beyond the control of thebank and as confirmed by the service provider no request
to access the data base of LOS has been requested by theBank throughout the year. Accordingly, this has no impacton the financials and related internal controls of the bank.
The Bank, as part of its normal business, grants loansand advances to Non-Banking Finance Company/ies,real estate promoters / developers, makes investment,provides guarantees (including against margin / guaranteesreceived from third parties / banks) and accepts depositsand borrowings from its customers, other entities andpersons. Also, the Bank, as part of its normal business,avails refinance from financial institutions and other entitieswherein the proceeds are applied to a category of customerswith specific profile parameters. These transactions are partof Bank's authorised normal business, which is conducted inadherence to extant regulatory requirements.
Other than the transactions described above -
1. No funds have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sourcesor 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 orotherwise, that the Intermediary shall lend to or invest inother persons or entities identified by or on behalf of theBank (“Ultimate Beneficiaries") or provide any guarantee,security or like on behalf of the Ultimate Beneficiaries.
2. The Bank has not received any funds from any person(s)or entity(ies) (“Funding Party") with the understanding,whether recorded in writing or otherwise, that the Bankshall, whether, directly or indirectly, lend to or invest in otherpersons or entities identified by or on behalf of the FundingParty (“Ultimate Beneficiaries") or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries.
16. Figures of the previous year have been regrouped/rearranged/reclassified wherever necessary.
DR.MEENA CHINNASAMY B. RAMESH BABU J. NATARAJAN SANKAR RAMSHANKAR R M.SRINIVASA RAO
HEMCHANDRA GANESAN BALABHADRAPATRUNI
Non-executive Audit Committee Managing Director Executive Executive Director Chief Financial Company Secretary
Independent (Part-time) Chairman & C E O Director Officer
Chairperson
DIN: 05337181 DIN: 07615862 DIN: 06900325 DIN: 02710776 DIN: 08846754
As per our report of even date
For Kalyaniwalla & Mistry LLP For Varma & Varma
Chartered Accountants Chartered Accountants
FRN: 104607W/W100166 FRN:004532S
Anil A. Kulkarni Vivek Krishna Govind
Place : Karur Partner Partner
Date : May 19, 2025 M. No. 047576 M. No. 208259