The Bank creates a provision when there is presentobligation as a result of a past event that probably requiresan outflow of resources and a reliable estimate can bemade of the amount of the obligation. A disclosure fora contingent liability is made when there is a possibleobligation or a present obligation that may, but probablywill not, require an outflow of resources. When there is apossible obligation or a present obligation in respect ofwhich the likelihood of outflow of resources is remote, noprovision or disclosure is made.
Provisions are not discounted to their present value andare determined based on best estimate required to settlethe obligation at the Balance Sheet date. Provisions arereviewed at each balance sheet date and adjusted to reflectthe current best estimate. If it is no longer probable thatan outflow of resources would be required to settle theobligation, the provision is reversed.
Contingent assets are not recognized in the financialstatements. However, contingent assets are assessedcontinually and if it is virtually certain that an inflow of
economic benefits will arise, the asset and related incomeare recognized in the period in which the change occurs.
The Bank has a policy of awarding reward points for creditcard spends by customers. Provision for the outstandingreward points is made based on an actuarial valuationreport which takes into account, among other things,probable redemption pattern of credit card reward pointsand value per point.
The Bank reports basic and diluted earnings per share inaccordance with Accounting Standard (AS) -20, Earningsper Share, as notified under Section 133 of the CompaniesAct, 2013 read together with paragraph 7 of the Companies(Accounts) Rules, 2014 and the Companies (AccountingStandards) Amendment Rules, 2021.
Basic earnings per share is calculated by dividing the netprofit or loss after tax for the period attributable to equityshareholders by the weighted average number of equityshares outstanding during the period.
Diluted earnings per share reflect the potential dilutionthat could occur if contracts to issue equity shares wereexercised or converted during the period. Diluted earningsper equity share are computed using the weighted averagenumber of equity shares and dilutive potential equity sharesoutstanding during the period, except where the results areanti-dilutive.
The disclosure relating to segment information inaccordance with AS -17, Segment Reporting and as perguidelines issued by the RBI.
Share issue expenses are adjusted from Share PremiumAccount in terms of Section 52 of the Companies Act, 2013.
Cash and Cash equivalents include cash in hand, balanceswith RBI, balances with other banks and money at call andshort notice.
The Bank assesses at each balance sheet date whetherthere is any indication that an asset may be impaired.Impairment loss, if any, is provided in the Profit and Loss
account to the extent the carrying amount of assetsexceeds their estimated recoverable amount.
Non-banking assets (NBAs) acquired in satisfaction ofclaims are carried at lower of net book value or net realizablevalue.
As per AS-4 - 'Contingencies and events occurring afterthe Balance sheet date', the Bank is not required to createprovision for dividend proposed / declared after the BalanceSheet date unless a statute requires otherwise. The sameis recognized in the year of actual payout post approvalof shareholders. However, the Bank reckons proposeddividend in determining capital funds in computing thecapital adequacy ratio.
Expenditure towards corporate social responsibility, inaccordance with Companies Act, 2013, are recognized inthe Profit and Loss account.
In accordance with RBI guidelines dated 24 September,2021, on 'Master Direction - Reserve Bank of India(Transfer of Loan Exposures) Directions, 2021', any loss orprofit arising because of transfer of loans, which is realised,is accounted for and reflected in the Profit & Loss accountfor the accounting period during which the transfer iscompleted. Loans acquired are carried at acquisition costunless it is more than the outstanding principal at the timeof the transfer, in which case the premium paid is amortisedbased on straight line method.
In accordance with RBI guidelines dated 24 September, 2021,on 'Master Direction - Reserve Bank of India (Securitisationof Standard Assets) Directions, 2021'.The Bank enters saleof retail loans through SPV. Assets transferred throughsecuritisation are derecognised when they are sold, andconsideration is received. The Bank recognises profit uponreceipt of the funds and loss is recognised at the time of sale.Bank recognizes Excess Interest Spread (EIS) only on cashbasis. The Bank continues to service the loans transferredto SPV. The Bank also provides credit enhancement in the
form of cash collaterals and / or investment in subordinatetranches.
The Bank enters into transactions for the sale or purchaseof Priority Sector Lending Certificates ('PSLCs'). In the caseof a sale transaction, the Bank sells the fulfilment of prioritysector obligation and in the case of a purchase transactionthe Bank buys the fulfilment of priority sector obligationthrough the RBI trading platform.
During the current year, the Bank allotted a total of 2,776,174equity shares of face value ^ 10/- each aggregating to^ 38.16 crore to the employees who exercised their stockoptions in accordance to the Employee Stock Option Plan(ESOP).
During the previous year, the Bank allotted a total of 5,531,822equity shares of face value ^ 10/- each aggregating to^ 79.32 crore to the employees who exercised their stockoptions in accordance to the Employee Stock Option Plan(ESOP).
The Board of Directors at their meeting on April 25, 2025,proposed a dividend of ^ 1.00 per share (10%) (previousyear ^ 1.50 per share (15%)) subject to the approval ofmembers at the ensuing Annual General Meeting.
In accordance with the revised Accounting Standard (AS)- 4 'Contingencies and Events occurring after the BalanceSheet Date', the Bank has not accounted for proposeddividend amounting to ^ 60.79 crore (previous year ^ 90.76crore) as a liability in the balance sheet.
The shareholders of the Bank have approved and enabledthe Board and / or the Nomination and RemunerationCommittee ('NRC') to grant stock options to employeesunder one or more Employee Stock Option Plan (ESOP).The ESOP is equity settled where the employees will receiveone equity share per option. The stock options granted toemployee's vest over a period of one year, two years, three
During the previous year, options were granted at exercise price ^ 159.35, ^ 213.10, ^ 234.10, ^ 245.70, ^ 262.35 and ^ 293.70respectively as on the date of grant of options. The corresponding market price per share for these grants at the time ofrespective grant was ^ 159.35, ^ 213.10, ^ 234.10, ^ 245.70, ^ 262.35 and ^ 293.70 respectively, per option being the latestavailable closing price on the previous trading day prior to the grant date on the Stock Exchange which recorded the highertrading volume.
The Reserve Bank of India (RBI), through its clarification dated August 30, 2021, on guidelines on Compensation of WholeTime Directors/CEO/Material Risk Takers and Control Function Staff, has advised banks that the fair value of share-linkedinstruments granted after March 31,2021 should be recognised as an expense.
The fair value of stock options is estimated on the date of grant using the Black-Scholes model and is recognised as employeeexpense over the vesting period.
Statutory Reserve
As mandated by the Banking Regulation Act, 1949, all banking companies incorporated in India shall create a reserve fund,out of the balance of profit of each year as disclosed in the Profit and Loss Account and before any dividend is declared andtransfer a sum equivalent to not less than twenty five per cent of such profit. For the year ended March 31, 2025, the Bank hasappropriated ? 174.00 crore (previous year: ? 292.00 crore) towards Statutory Reserves.
Capital Reserve
As per RBI Guidelines, profit on sale of investments in the 'Held to Maturity' category is recognised in the Profit and LossAccount and profit is thereafter appropriated (net of applicable taxes and statutory reserve requirements) to Capital Reserve.Profit / loss on sale of investments in 'Available for Sale' and 'Held for Trading' categories is recognised in the Profit and LossAccount. Profit on sale of premises net of taxes and transfer to Statutory Reserve is also appropriated to Capital Reserve asper the RBI guidelines. For the year ended March 31, 2025, the Bank has appropriated ? 27.00 crore (previous year: ? 0.02 crore)towards Capital Reserves.
Special Reserve
As per the provisions under Section 36(1)(viii) of Income Tax Act, 1961, specified entities like banks are allowed deduction inrespect of any special reserve created and maintained, i.e. an amount not exceeding twenty per cent of the profits derived fromeligible business computed under the head "Profits and gains of business or profession” is carried to such reserve account.This would be applicable till the aggregate of the amounts carried to such reserve account from time to time exceeds twicethe amount of the paid up share capital and general reserves of the entity. For the year ended March 31, 2025, the Bank hasappropriated ? 10 crore (previous year: ? 10 crore) towards Special Reserves.
Revenue and Other Reserve
During the year ended March 31, 2025, the Bank has transferred ? 400 crore (Previous Year ? 800 crore) to the Revenue andOther Reserve. Further, with effect from April 1,2024, the Bank has adopted the revised framework as detailed in the RBI MasterDirection on Classification, Valuation and Operation of Investment Portfolio issued on September 12, 2023. Accordingly, asprescribed under the transition provisions of the aforesaid framework, the Bank has created general reserves of ? 75.58 crore(net of tax) which is included in the Revenue and Other Reserve.
ESOP Reserve
During the year ended March 31,2025, Appropriation from ESOP Reserve is ? 3.28 crore (previous year: ? 1.96 crore) to Revenueand Other Reserves on account of vested options cancelled/lapsed and to Share Premium is ? 9.74 crore (previous year: ? 15.71crore) on account of ESOP exercised as per the guidance note on Accounting for Share-based Payments issued by The Instituteof Chartered Accountants of India
8. Investments:
8.1 The Bank's shareholdings in Sical Logiexpress Private Limited (formerly known as PNX Logistics Private Limited) and OpalLuxury Time Product Limited was more than 20% at the date of acquisition on account of exercise of pledge on shares held bya defaulting borrower or on account of restructuring of the borrower. The shares of the investee company are acquired and heldexclusively with a view to its subsequent disposal in the near future and accordingly has not been accounted for, as an associateunder the purview of AS-23 - 'Accounting for Investments in Associates in Consolidated Financial Statements'. The Bank hasclassified these equity shares under FVTPL - Non HFT category and the carrying value of these investments is ? 1.
8.2 The Bank holds 100% stake in RBL Finserve Limited, and thus the company is a 'Wholly Owned Subsidiary' (WOS) of the Bank.The investment in the WOS is classified in Held to Maturity (HTM) category, in accordance with the RBI guidelines.
b) With effect from April 1, 2024, the Bank has adopted the revised framework as detailed in the RBI Master Direction onClassification, Valuation and Operation of Investment Portfolio issued on September 12, 2023. Accordingly, as prescribedunder the transition provisions of the aforesaid framework, the Bank has created general reserves of ? 75.58 crore (net oftax) which is included in the Revenue and Other Reserve, resulting into increase in the networth of the Bank, on account of:
c. reversal of the balance in provision for depreciation on investments as at March 31, 2024; and
d. adjustment to the Revenue and Other Reserve as on April 1,2024, being the difference between the carrying value ofits investment portfolio as per the revised framework and the previous carrying value as at March 31,2024, includingfor adjustment due to amortization of discount on securities classified under the Held to Maturity category.
Further, in compliance with the above-mentioned RBI Master Direction, the valuation gains and losses at the year endedMarch 31,2025, as across all performing investments (irrespective of classification), held under Available for Sale ("AFS”) isaggregated and the net gain / loss has been directly credited / debited respectively to a reserve named "AFS Reserve”. Thesecurities held in Fair Value through Profit and Loss ("FVTPL”) (including Held for Trading) is fair valued at the year endedMarch 31, 2025 and the revaluation gain / loss arising on such valuation has been credited / debited respectively to theProfit and Loss Account.
8.4 Repo / Reverse Repo Transactions:
During the current year, the Bank has undertaken Repo / Reverse Repo transactions including Repo/ Reverse Repo transactionsunder Standing Deposit Facility (SDF) with RBI. Outstanding lending under Reverse Repo deals with RBI under SDF as at March31, 2025 stood at T 7,208.00 crore (previous year: T 7,663.00 crore). Outstanding borrowing under Repo deals with RBI underLAF / MSF as at March 31,2025 stood at Nil (previous year: Nil).
The below tables represent the face value and book value of securities sold and purchased under repos and reverse repos. Itdoes not include securities sold and purchased under LAF/MSF with RBI.
9.5 Risk Exposure in Derivatives:
Qualitative disclosures:
Derivatives are financial instruments whose characteristics are derived from underlying asset or interest rates or exchange ratesor indices. The Bank deals in interest rate and foreign exchange (Fx) derivatives for balance sheet management, proprietarytrading and market making purposes whereby the Bank offers derivative products to its customers, enabling them to hedgetheir risks.
Proprietary traders manages trading positions within the approved risk limits. It deals in fixed income, equity and forex markets.The Bank transacts in derivative products such as forex options, currency swaps, interest rate swap, foreign currency interestrate swaps and long term foreign exchange contracts (LTFX) with its customers to hedge their market risk. The Bank alsoundertakes derivative transactions to hedge its balance sheet assets or liabilities.
These transactions expose the Bank to various risks, primarily credit, market and operational risk. The Bank has adopted thefollowing mechanism for managing risks arising out of the derivative transactions.
a) The structure and organization for management of risk in derivatives trading.
The Bank has a separate Treasury Front Office, Treasury Middle Office, Treasury Back Office and Market Risk functions.Derivative transactions are originated by Treasury Front Office, which ensures compliance with the trade originationrequirements as per the RBI guidelines and the Bank's derivatives policy. Treasury Middle Office and Market Risk groupsare responsible for identifying, measurement, monitoring, and analysis of derivative related risks. Treasury Back Officeundertakes activities such as confirmations, settlements, documentation and accounting. Treasury functions are alsosubject to a concurrent audit.
b) The scope and nature of risk measurement, risk reporting and risk monitoring systems.
Derivative transactions are governed by the Bank's Derivative Policy, Credit Policy, Market Risk Policy, Liquidity RiskManagement, ALM Policy and Client Suitability and Appropriateness Policy as well as by the extant RBI regulations.
The Bank has set up various risk limits taking into account market volatility, business strategy and management experience.The Bank measures and monitors risk of its derivatives portfolio using risk metrics such as Value at Risk (VaR), stop losslimits, PV01 and other risk measures. All exposures are monitored against these limits on a daily basis and breaches, if any,are reported to senior management/Asset and Liability Committee (ALCO) for corrective action/ratification.
All counterparty exposures are monitored against counterparty credit limits on a daily basis and breaches, if any, arereported to senior management/ALCO for corrective action/ratification.
c) Accounting policy for recording hedge and non-hedge transactions, recognition of income, premiums and discounts,valuation of outstanding contracts.
The Bank has a Board approved FX and Derivative Policy which also govern the use of derivative for hedging purpose.The Bank undertakes derivative transactions for market making/trading and hedging purposes. Transactions for tradingand hedging are recorded separately. For hedge transactions, the Bank earmarks the underlying (asset or liability) at theinception of the hedge itself. The effectiveness is assessed at the time of inception of the hedge and periodically thereafter.The Bank revalue its trading positions on a daily basis and the resulting gain/loss is recorded in the Profit and Loss Account.The receivable and payable on marking the contracts to market are shown under 'Other Assets' and 'Other Liabilities' in theBalance Sheet.
Forward contracts entered into for purposes other than trading - to determine the amount of reporting currency required oravailable at the settlement date of a transaction — are accounted for in accordance with Accounting Standard (AS) 11, TheEffects of Changes in Foreign Exchange Rates. Any premium or discount at the inception of such contracts is amortisedover the tenure of the contract and recognised in the Profit and Loss Account as income or expense.
The Bank follows the option premium accounting framework prescribed by FEDAI guidelines. Premium on optiontransaction is recognized as income/ expense on expiry or unwinding of the transaction. MTM gain/ loss, is recorded under
'Other Income'. The amounts received/paid on cancellation of option contracts are recognized as realised gains/ losses onoptions.
The charges receivable/payable on cancellation/ termination of foreign exchange Forward contracts and swaps arerecognized as income/ expense on the date of cancellation/ termination under 'Other Income'. Pursuant to the RBIguidelines, any receivables (crystallised receivables and positive MTM) under Forex & derivatives contracts, which remainoverdue for more than 90 days, are reversed through the Profit and Loss Account and are held in a separate Suspenseaccount.
d) Counterparty Credit Risk Mitigation
The credit risk on customer derivative transactions is mitigated through a laid down policy on sanction of Loan EquivalentRisk (LER) limits, monitoring mechanism for LER limits and trigger events for escalations, margin calls and terminations.
The Bank measures the counterparty risk using current exposure method as stipulated by RBI. Counterparty limits areapproved as per the Bank's Credit Policies. The sanction terms may include the requirement, on a case to case basis, toprovide upfront collateral, or place collateral if the mark to market (MTM) exceeds a specified threshold. The Bank retainsthe right to terminate transactions as a risk mitigation measure, in case the client does not adhere to the agreed terms.
Collateral requirements for derivative transactions determined through a usual credit appraisal process and are laid downin the credit sanction terms of the transactions.
(3) The Notional principal of Forward Contracts does not include Tom and Spot Foreign Exchange trades.
(4) The Credit Exposure of Forward Contracts does not include Tom and Spot Foreign Exchange trades.
(5) The notional principal of derivative contracts reflect the volume of transactions outstanding as at the balance sheet dateand do not represent the amount of risk taken by the Bank.
(6) Credit exposure is computed based on the current exposure method.
(7) Based on the absolute value of PV01 of the derivatives outstanding as at the year end.
(8) PV01 for Currency Derivatives and Interest Rate Derivatives are presented in absolute terms. However, aggregate of netPV01 shall remain smaller as there are opposite positions in Currency Derivatives and interest Rate Derivatives that will getnetted off.
11.2 Divergence in Asset Classification and Provisioning for NPAs
In terms of RBI guidelines, Banks are required to disclose the divergences in asset classification and provisioning consequentto RBI's annual supervisory process in their notes to accounts to the financial statements. The disclosure is required if either orboth of the following conditions are satisfied:
(a) the additional provisioning for NPAs assessed by RBI exceeds 5% of the reported profit before provisions and contingenciesfor the reference period and
(b) the additional Gross NPAs identified by RBI exceed 5% or 10% of the published incremental Gross NPAs for the referenceperiod ended March 31,2024 and March 31,2023 respectively.
Based on the above, no disclosure on divergence in asset classification and provisioning for NPAs is required with respect toRBI's annual supervisory process for the financial year ended March 31, 2024 and March 31,2023.
a. 74,405 Credit Cards technically written-off accounts with aggregate outstanding of t 470.15 crore were transferred to an ARC on CashBasis.
b. 1 corporate borrower with aggregate outstanding of t 297.82 crore and fully provided was sold to National Asset ReconstructionCompany Limited (NARCL) on 15:85 (Cash: SR's) basis for t 129.39 crore. Since the SR's in this regard of t 109.98 crore are guaranteedby Government of India, Nil provision is maintained on same and are considered in gains in terms of RBI Guidelines dated March 29, 2025on "Revised norms for Government Guaranteed Security Receipts (SRs)".
A 1,608 retail technically written-off accounts with aggregate outstanding of t 41.53 crore were transferred to a Bank on Cash Basis.
* During FY 2023-24, the Bank has transferred 17,709 accounts out of which:
a. 17,706 retail accounts on cash basis to ARC which includes 15,874 retail technically written-off accounts with aggregate outstanding oft 350.39 crore.
b. 3 corporate accounts which includes:
i) 1 technically written-off account (with aggregate outstanding of t 110.44 crore) was transferred to an ARC for an aggregateconsideration of t 68.00 crore; and
ii) 2 corporate accounts/bonds transferred to an ARC, where the Bank has received the sale consideration partly in cash and partly inSecurity Receipts (SRs). As per RBI guidelines, gain arising out of sale of NPAs is limited to the extent of cash received in excess ofNBV of asset.
@ During FY 2023-24, the bank has transferred 1,50,555 accounts on cash basis to permitted transferees out of which 1,50,331 accounts arecredit card charged off accounts with aggregate outstanding of t 793.62 crore and 224 retail accounts with aggregate outstanding of t 17.27crore.
11.9 During the current financial year ended March 31, 2025, there was one borrower entity having aggregate exposure of t 35.01crores where Resolution Plan (other than change in ownership) was implemented under 'PART B1 - Framework for Resolution ofStressed Assets' of RBI circular DOR.STR.REC.8/21.04.048/2024-25 dated April 2, 2024, on 'Master Circular - Prudential normson Income Recognition, Asset Classification and Provisioning pertaining to Advances. The Resolution Plan for the said borrowerinvolved Regularizations of Dues.
During the previous year, there were no accounts where Resolution Plan (other than change in ownership) was implemented,under Prudential Norms Applicable to Restructuring.
11.10 During the current and previous financial year ended March 31,2025, and March 31, 2024, respectively, there were no accountswhere Resolution Plan involving change in ownership was implemented under 'Part B2: Prudential Norms Applicable toRestructuring' of RBI circular DOR.STR.REC.8/21.04.048/2024-25 dated April 2, 2024, on 'Master Circular - Prudential norms onIncome Recognition, Asset Classification and Provisioning pertaining to Advances' or under Insolvency and Bankruptcy Code,2016 (IBC).
11.11 During the current year and previous year, there were no accounts where the Bank has acquired equity shares in terms ofResolution Plan (RP) implemented under 'Part B2: Prudential Norms Applicable to Restructuring' of RBI circular DOR.STR.REC.8/21.04.048/2024-25 dated April 2, 2024, on 'Master Circular - Prudential norms on Income Recognition, Asset Classificationand Provisioning pertaining to Advances' or under Insolvency and Bankruptcy Code, 2016 (IBC).
In terms of the AS-17 (Segment Reporting) issued by ICAI and RBI circular Ref. DBOD.No. BPBC.81/21.04.018/2006-07 datedApril 18, 2007 read with DBR.BPBC No.23/21.04.018/2015-16 dated July 1, 2015 and amendments thereto, the followingbusiness segments have been disclosed:
• Corporate/Wholesale Banking: Includes lending, deposits and other banking services provided to corporate customers ofthe Bank.
• Retail Banking: Includes lending, deposits, credit cards and other banking services provided to retail customers of theBank through branch network or other approved delivery channels. In terms of RBI circular no. RBI/2022-23/19 DOR.AUT.REC.12/22.01.001/2022-23 dated April 7, 2022, the Bank has disclosed the Digital Banking Segment as a sub-segmentwithin the existing 'Retail Banking Segment'.
• Treasury: includes investments, all financial markets activities undertaken on behalf of the Bank's customers, proprietarytrading, bullion business, maintenance of reserve requirements and resource mobilization from other banks and financialInstitutions. Intersegment earnings of Balance Sheet management function are included in the Treasury segment.
• Other Banking Operations: Includes para banking activities like Bancassurance, etc.
Segment revenues include earnings from external customers and earnings from other segments on account of funds transferredat negotiated rates, which are determined by the management. Segment results includes segment revenues as reduced byinterest expense, charge from other segments on account of funds transferred at internal Fund Transfer Pricing (FTP) rates andoperating expenses and provisions either directly identified or allocated to each segment.
The following table sets forth the business segment results:
Notes:
• The business operations of the Bank are largely concentrated in India. Business conducted through IFSC Banking Unit('IBU') of the Bank situated in GIFT City, Gujarat is considered as overseas operation that is subject to different risks andreturns than domestic operations of the Bank. Since revenue, result or assets emanating from the Bank's IBU operationsdo not meet disclosure threshold, there are no separate reportable geographical segments.
• The Bank commenced its operations at its International Financial Services Centre Banking Unit (IBU) in Gujarat InternationalFinance Tec (GIFT) City, Gujarat in April 2017 and the same is included in Corporate and wholesale Banking segment.
• Income, expenses, assets, liabilities, depreciation for the year and Capital expenditure for the year have been eitherspecifically identified to individual segment or allocated to segments on a reasonable basis or are classified as unallocated.
• Unallocated items include Property, Plant & Equipment, realized gains/losses on their sale, income tax expense, deferredincome tax assets/liabilities, advance tax, cash in hand, share capital and reserves.
• The Bank do not have any Digital Banking Units (DBUs) as mentioned in the RBI circular dated April 7, 2022. The disclosurein respect to sub-segment DBU within the Retail Banking Segment is hence nil for the current and previous financial year.
As per AS 18 'Related Party Disclosures', the Bank's related parties for the year ended March 31, 2025 are disclosed below:
1. Key Management Personnel (‘KMP')
Mr. R Subramaniakumar (Managing Director and Chief Executive Officer)
Mr. Rajeev Ahuja (Executive Director)
2. Relatives of Key Management Personnel
Ms. Shyamala S Kumar, Ms. Vasantha, Mr. Arvind Subramanian, Mr. Hemanth Subramanian, Ms. Subha Balakrishnan, Ms.Chitra Balachander, Ms. Kripa Subramanian, Mr. Srinivasan, Mrs. Nandita Ahuja, Ms. Aishwarya Ahuja, Mr. Raman Ahujaand Miss Asavari Ahuja
3. Entities in which relatives of Key Management Personnel are interested
Madras Entertainment Factory Private Limited, Grocrate India Private Limited, Swyn Herds Private Limited, IKP Centre ForAdvancement in Agricultural Practice and Zadence Labs Private Limited (effective from February, 2025)
4. Subsidiary
RBL Finserve Limited
The following represents the significant transactions between the Bank and such related parties including relatives of abovementioned KMP during the year ended March 31,2025.
21.3 Risk Category wise Country Exposure:
Provisions for country risk are held only in respect of those countries where the net funded exposure of the Bank exceeds 1% ofits total assets. For this purpose, the countries are categorized into seven risk categories namely insignificant, low, moderatelylow, moderate, moderately high, high and very high as per RBI guidelines. Provision is made on exposures exceeding 180 dayson a graded scale ranging from 0.25% to 100%. For exposures with contractual maturity of less than 180 days, 25% of thenormal provision requirement is held. If the net funded exposure of the Bank in respect of each country does not exceed 1% ofthe total assets, no provision is maintained on such country exposure in accordance with RBI guidelines.
25. Penalties imposed by RBI
During the current year, the RBI has imposed penalty of ? 6,151,150/-, which includes penalty of ? 6,140,000/- imposed by the RBIin exercise of the provisions of Section 35, 35A, 46 and 47A of the Banking Regulation Act, 1949 ('Act'), for non-compliance withcertain provisions of the directions issued by the RBI, ? 8,300/- relating to discrepancies detected in CVPS and ? 2,850/- relatingto shortages observed in soiled notes, discrepancies detected during processing of soiled note remittances and shortagesobserved in remittances at Currency Chest (2 instances).
During the previous year, the RBI has imposed penalty of ? 6,484,700/-, which includes penalty of ? 6,400,000/- imposed bythe RBI in exercise of the provisions of Section 47A(1)(c) read with Section 46(4)(i) of the Banking Regulation Act, 1949 ('Act'),for non-compliance with certain provisions of the directions issued by the RBI, ? 80,000/- relating to discrepancies observedduring visits by the RBI officials in branch under scheme of Penalties for Bank Branches (4 instances), and ? 4,700/- relatingto shortages observed in soiled notes, discrepancies detected during processing of soiled note remittances and shortagesobserved in remittances at Currency Chest (3 instances).
36. Disclosure on Remuneration
Qualitative Disclosures
A. Information relating to the composition and mandate of the Nomination and Remuneration Committee (NRC).
The constitution of the Nomination and Remuneration Committee of the Bank is in accordance with the provisions of the
Companies Act, 2013 ('the Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing
Regulations'), guidelines/circulars/notifications issued by Reserve Bank of India.
The list of members of the committee is given below.
1. Mr. Manjeev Singh Puri - Committee Chairperson - (Independent Director)
2. Mr. Chandan Sinha - Member (Part time Chairman & Non-executive Independent Director)
3. Dr. Somnath Ghosh - Member - (Independent Director)
4. Ms. Veena Mankar (Non-Executive Director)
5. Mr. Gopal Jain (Non-Executive Director)
6. Mr. Murali Ramakrishnan (Independent Director)
Mr. Chandan Sinha and Mr. Murali Ramakrishnan are also in the Risk Management Committee.
Role of NRC include the following:
i) formulation of criteria in accordance with applicable regulatory requirements for determining qualifications, positiveattributes and independence of a Director, as applicable, and recommend to the Board a policy, relating to theremuneration of the Directors, Key Managerial Personnel and other employees;
ii) identifying persons who are qualified to become Directors in accordance with the criteria laid down, determining the'Fit and Proper' status of the Directors based on their 'Fit and Proper' declarations in line with the requirement of RBIand recommending to the Board their appointment/re-appointment and removal;
iii) formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
iv) devising a policy on diversity of Board of Directors;
v) to decide whether to extend or continue the term of appointment of the Independent Director, on the basis of thereport of performance evaluation of Independent Directors;
vi) identifying persons who are qualified to become directors and who may be appointed in senior management inaccordance with the criteria laid down, and recommend to the board of directors their appointment and removal;
vii) evaluate and approve key HR policies of the Bank;
viii) Administration and Superintendence of the Employee Stock Option Scheme and deciding on grant of stock optionsto employees of Bank and its subsidiary;
ix) to oversee the framing, review and implementation of compensation policy of our Bank on behalf of our Board;
x) to work in close co-ordination with the Risk Management Committee of our Bank, in order to achieve effectivealignment between remuneration and risks;
xi) to ensure that the cost/income ratio of our Bank supports the remuneration package consistent with maintenance ofsound capital adequacy ratio;
xii) appoint/discontinue trustees on the board of trustees of 'RBL Bank Limited Employees Provident Fund, 'RBL BankLimited Employees Gratuity Fund' and 'RBL Bank Limited Employees Pension Fund' and to approve operationalchanges in the related trust deeds and/or decide on related matters;
xiii) to decide on granting of mandate to the Indian Bank Association for negotiating industry level wage settlements forworkmen employee;
xiv) specify manner for effective evaluation of performance of Board, its committees and individual directors to be carriedout either by the Board, by the Nomination and Remuneration Committee or by an independent external agency andreview the implementation and compliance.
xv) recommend to the Board, all remuneration, payable to senior management.
xvi) carry out any other functions as mandated by the Board or as prescribed under SEBI regulations, Companies Act,2013, RBI circulars and any other applicable laws as issued/amended from time to time.
B. Information relating to the design and structure of remuneration processes and the key features and objectives ofremuneration policy.
Bank's remuneration policy is designed and aimed at attracting & retaining best possible / available talent that it requiresto effectively grow the business and become a highly respected institution. It comprises of a balanced mix of fixed &variable cash and non-cash compensation and benefits / perquisites to deliver maximum value to the employee and otherstakeholders.
The remuneration is divided into following components:
Fixed Pay & Perquisites:
For employees governed by Indian Banking Association's employment and compensation rules (IBA rules), theirremuneration is based on the industry-wide bi-partite wage settlement agreements signed with the employees' union.These rules provide for basic salary, allowances and certain retirement benefits to the employees which are uniformlyapplicable for the employees covered under the IBA scale.
For the employees governed by the 'Cost to Company' (CTC) remuneration structure (i.e., Non-IBA scale employees), theCTC represents the total direct and fixed cost incurred by the Bank across all components of compensation includingcontributions paid by the Bank towards retiral benefits, and loans at concessional interest rates. It consists of BasicSalary, House Rent Allowance, Personal Allowance / Special Allowances, Car Related Benefits, Leave Travel Assistance,Reimbursements and Retiral Benefits, etc.
Variable Pay
Share Linked Instruments
In order to align the interest of the Bank, the senior management, its shareholders and the employees, there is an effort tocreate long term ownership and commitment for the senior officers of the Bank. This is also done with a view to recognizeand compensate key employees for intellectual capital, the domain expertise in terms of product, market knowledge andthe business relationships that they bring along. Accordingly, the Bank has formulated Employee Stock Option Program(ESOP) and offer Joining ESOPs based on the role in the Bank, domain knowledge, experience, current ability, futurepotential and expertise of the candidate.
Further, to reward the performance and recognize the contribution of employees, the Bank has a Performance EmployeeStock Option Program (PESOP). PESOPs are given after periodic evaluation of the individual performance, business unit aswell as overall Bank performance during the review period. These plans are designed and implemented in such a way thatthey go a long way in aligning the objectives of an individual with those of the Bank.
These stock option programs are administered by the NRC.
Variable Pay - Cash (VPC):
Variable Pay - Cash is paid as a percentage of CTC as defined in the Remuneration Policy of the Bank.
Employees who are covered under monthly / quarterly incentives plans are not eligible for annual Variable Pay - Cash forthe period of such coverage.
As per the RBI guidelines, Variable Pay - Cash will be paid in a staggered manner based on the quantum of Variable Pay -Cash. The schedule (timing and quantum) of pay-out of Variable Pay - Cash is described in sections of the compensationpolicy for respective categories of employees. However, in cases where Variable Pay - Cash is under ? 0.25 crore, deferralrequirements would not be necessary.
C. Description of the ways in which current and future risks are taken into account in the remuneration processes. Itshould include the nature and type of the key measures used to take account of these risks.
For the Whole Time Directors (WTDs) / Chief Executive Officers (CEOs) / Material Risk Takers (MRTs):
a) Compensation is adjusted for all types of risk
b) Compensation outcomes are symmetric with risk outcomes
c) Compensation pay-outs are sensitive to the time horizon of the risk and
d) Mix of cash, equity and other forms of compensation is consistent with risk alignment
The Bank will be using measures of credit, market, liquidity and various other risks for risk adjustment. It includes bothquantitative and judgmental elements and is in compliance with all statutory requirements.
The variable compensation will be subject to malus/clawback arrangements in the event of subdued or negative financialperformance of the Bank and/or the relevant line of business in any year.
The Bank will adopt modalities to incorporate malus/ clawback mechanism in respect of variable pay to addressmisconduct, risk and relevant statutory and regulatory stipulations, as applicable.
The basis for arriving at the representative set of situations to invoke the malus and clawback clauses applicable on entirevariable pay are Misconduct, assessed divergence in performance, working against the interest of the Bank.
D. Description of the ways in which the Bank seeks to link performance during a performance measurement period withlevels of remuneration.
The Performance Management process includes employees setting performance goals at the beginning of the fiscal yearthat are aligned to five themes namely, Shareholder Value as the Focus, Customer at the Heart, Employee as the Pillar andCommunity as the Cause and Risk Compliance. Employees are appraised and evaluated against these set of goals at theend of the review period. Employee performance and competence assessment are both considered for determining theperformance rating. This has a direct correlation with the increments and variable pay to be awarded to the employee forthe period of assessment.
E. A discussion of the bank's policy on deferral and vesting of variable remuneration and a discussion of the bank'spolicy and criteria for adjusting deferred remuneration before vesting and after vesting.
The variable pay will be in the form of share-linked instruments, or a mix of cash (referred as variable pay - cash or VPC)and share-linked instruments.
The Bank has defined composition, limit, deferral and period of deferral arrangement for Variable Pay. It has also laid downguidelines on vesting, inclusion of share linked instruments as a part of variable pay and malus/ clawback norms.
As per the RBI guidelines, Variable Pay - Cash will be paid in a staggered manner based on the quantum of Variable Pay -Cash. The schedule (timing and quantum) of payout of Variable Pay - Cash is described in the Compensation policy of theBank.
• For WTDs and MRTs, a minimum of 60% of the total variable pay will be under deferral arrangements. Further, ifVariable Pay - Cash is being paid as a part of variable pay, at least 50% of Variable Pay - Cash will also be deferred.However, in cases where Variable Pay - Cash is under ? 0.25 crore, deferral requirements would not be necessary
• For Risk Control & Compliance Staff and other category employees, Deferral will be applicable in case where VariablePay - Cash is more than 40% of fixed pay and if it is greater than or equal to ? 0.25 crore.
For variable pay in the form of share-linked instruments, i.e., ESOPs, deferred remuneration will either vest fully at the endof the deferral period or be spread out over the course of the deferral period. The first such vesting shall not be before oneyear from the commencement of the deferral period. The vesting shall not be faster than on a pro rata basis. Additionally,vesting shall not take place more frequently than on a yearly basis to ensure a proper assessment of risks before theapplication of ex post adjustments.
Period of deferment and vesting for share-linked instruments i.e., ESOP will be as per the schedule specified in the ESOPscheme.
F. Description of the different forms of variable remuneration (i.e., cash and types of share-linked instruments) that theBank utilizes and the rationale for using these different forms.
Various forms of variable remuneration used by the Bank are:
Variable Pay - Cash (VPC): VPC provides cash bonus in short to medium term to employees. The Bank utilizes VPC toreward superior performance.
Employee stock option (ESOP) plan: Employee stock option plan is a long-term remuneration benefit. ESOP is equitysettled through which the employees will receive one equity share per option after vesting/ exercise. The stock optionsgranted to employees vest over a period of three / four years, generally. Apart from rewarding for superior performance,ESOP is also used as a reward to align employee interests with the Bank, create long term ownership and commitment.
37. Contingent Liabilities
Description of nature of contingent liabilities is set out below:
i) Claims against the Bank not acknowledged as debts:
These represent claims filed against the Bank in the normal course of business relating to various legal cases currently inprogress.
ii) Liability for partly paid investments:
These represent contingent liability on account of possible claims for uncalled amount by the issuer of the securities heldby the Bank.
iii) Liability on account of forward exchange and interest rate contracts:
The Bank enters into foreign exchange contracts currency options, forward rate agreements, currency swaps with inter¬bank participants on its own account and for the customers. Forward exchange contracts are commitments to buy orsell foreign currency at a future date at the contracted rate. Currency swaps are commitments to exchange cash flowsby the way of interest/principal in one currency against another, based on pre-determined rates. Interest rate swaps arecommitments to exchange fixed and floating interest rate cash flows. The amount recorded as contingent liability withrespect to these contracts represents the underlying notional amounts of these contracts.
iv) Guarantees given on behalf of Constituents:
As a part of its corporate banking activities, the Bank issues documentary credit and guarantees on behalf of its customers.Documentary credits such as letters of credit enhance the credit standing of the customer of the Bank, by providingassurance of payment to the beneficiary on submission of credit compliant documents. Guarantees generally representirrevocable assurances that the Bank will make the payment in the event of the customer failing to fulfill its financial orperformance obligations.
v) Acceptances, endorsements and other obligations:
These include documentary credit issued by the Bank on behalf of its customers and bills drawn by the Bank's customersthat are accepted or endorsed by the Bank.
vi) Other contingent items:
a. Commitments for settlement date accounting for securities transactions;
b. Demands raised by income tax and other statutory authorities and disputed by the Bank.
c. Amount transferred to RBI under the Depositor Education and Awareness Fund (DEAF).
The Provident Fund, comprising of Employees' as well as Employer contribution, is administered by an independent Trust.The Bank is currently in dispute with the Provident Fund authorities regarding applicability of the Employees ProvidentFunds and Miscellaneous Provisions Act, 1952 (the 'Act'). The matter is pending with Central Government IndustrialTribunal, Mumbai ('CGIT') for further adjudication.
Any potential / likely impact on the financial statements, in view of the above will be ascertained, on the decision of theCentral Government Industrial Tribunal, Mumbai and on clarification from the Provident Fund authorities / courts, if any.
Refer Schedule 12 for amounts relating to contingent liabilities.
38. The Bank has not issued any Letters of comfort and Letters of Undertaking during the year (previous year - Nil)
Qualitative disclosure around LCR
Liquidity Coverage Ratio (LCR) is a global minimum standard aimed at measuring and promoting short-term resilience ofbanks to potential liquidity stress by ensuring maintenance of sufficient High Quality Liquid Assets (HQLAs) to survive net cashoutflows over next 30 days under stress conditions. It is a ratio of Bank's High Quality Liquid Assets (HQLAs) to the estimatednet outflows over next 30 day period of significant liquidity stress.
The Board of Directors has the overall responsibility for liquidity risk management. The Board at overall level decides the liquidityrisk tolerance and accordingly decides the strategy, policies and procedures of the Bank. The Board has constituted a RiskManagement Committee (RMC) consisting of Managing Director & Chief Executive Officer (MD&CEO) /Chairman and otherBoard members. The committee is responsible for evaluating the overall risks faced by the Bank including liquidity risk. Thepotential interaction of liquidity risk with other risks is included in the risks addressed by the Risk Management Committee. Atthe executive level, Asset Liability Management Committee (ALCO) ensures adherence to the risk limits set by the Board andimplements the liquidity risk management strategy of the Bank. ALM team within Treasury function of the Bank is responsiblefor the day-to-day / intra-day liquidity management. ALCO channelizes various business segments of the Bank to target goodquality asset and liability profile to meet the Bank's profitability as well as liquidity requirements.
High Quality Liquid Assets (HQLAs) under LCR are divided into two parts i.e. Level 1 and Level 2 HQLA.
Level 1 HQLA comprises primarily of cash, excess CRR, government securities in excess of SLR, Marginal Standing Facility(currently 2% of NDTL) and Facility to Avail Liquidity for Liquidity Coverage Ratio (FALLCR) as permitted under prudentialguidelines - Currently 16%
Level 2 HQLA comprises of investments in highly rated non-financial corporate bonds, debentures, commercial papers issuedby non-financial institutes and are further considered at prescribed haircuts.
Cash outflows are calculated by applying prescribed outflow run-off factors to contractual outflows on account of variouscategories of liabilities and cash inflows are calculated by applying prescribed weights and factors to the contractual inflows.Additionally, probable outflows on account of contingent liabilities such as letters of credit (LC) and bank guarantees (BGs) andundrawn commitments both for fund & non fund based exposures are considered by applying prescribed run-off factors. TheBank has also considered the impact of derivative portfolio in LCR as per RBI guidelines and it has very minimal impact on theliquidity of the Bank. The Bank does not provide clearing or custodial services eligible for operational deposits under the extantguidelines. Hence, operational deposits are not applicable to the Bank.
The Bank computes LCR on a daily basis in accordance with RBI guidelines. LCR is reported as a simple average of dailyobservations for the quarter. The Bank believes that all inflows and outflows which might have a material impact under theliquidity stress scenario have been considered for the purpose of LCR.
Banks are required to maintain a LCR of 100% with effect from January 1, 2019. Given below is the quarterly average LCRmaintained by the Bank for past years against the minimum prescribed by RBI.
53. The Bank has a process whereby periodically all long term contracts (including derivative contracts) are assessed for materialforeseeable losses. At the year end, the Bank has reviewed and recorded adequate provision as required under any law /accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) in the booksof account and disclosed the same under the relevant notes in the financial statements.
54. During the current and previous year, other than the transactions undertaken in the normal course of banking business and inaccordance with extant regulatory guidelines and Bank's internal policies, as applicable:
• the Bank has not granted any advance/loans or investments or provided guarantee or security or the like to any otherperson(s) or entities with an understanding, whether recorded in writing or otherwise, to further lend/invest/provideguarantee or security or the like to any other person on behalf of the Bank.
• the Bank has not received any funds from any person(s) or entities with an understanding, whether recorded in writingor otherwise, that the Bank shall further lend or invest or provide guarantee; or security or the like in any other person onbehalf of and identified by such person(s)/entities.
The unclaimed dividend amount, due for transfer to the Investor Education and Protection Fund (IEPF) during the current andprevious year, has been transferred without any delay.
56. As on March 31,2025, exposures under factoring stood at ? 760.00 crore (previous year ? 1,567.00 crore).
The Institute of Chartered Accountants of India (ICAI) has issued a revised set of accounting standards, Indian AccountingStandards (Ind AS) which largely converges the existing Accounting Standards (AS) as issued by ICAI and further notified byMinistry of Corporate Affairs (MCA) with global accounting standards, named, International Financial Reporting Standards(IFRS). The Ministry of Corporate Affairs (MCA), Government of India notified the Companies (Indian Accounting Standards(Ind AS)) Rules, 2015 on February 16, 2015 for adoption and outlining the roadmap for implementation of Ind AS for bankingcompanies. The Reserve Bank of India (RBI) vide its latest circular on Ind AS implementation dated March 22, 2019 has furtherdeferred the implementation of Ind AS for scheduled commercial banks till further notice.
The Bank has formed a Steering Committee for Ind AS implementation. The Committee reviews the progress of implementationand provides guidance and necessary directions on critical aspects like technology, people, business impact and projectmanagement. An update on Pro-forma Ind AS financials is placed before the Audit Committee on a half yearly basis. The Bankhas submitted Pro-forma Ind AS financial statements to RBI for the periods as required by RBI.
58. Figures for the previous year have been regrouped / reclassified wherever necessary to conform to current years' presentation.
For G.M. Kapadia & Co. For and on behalf of RBL Bank Limited
Chartered Accountants
ICAI Firm Registration No. 104767W
Rajen Ashar Chandan Sinha R. Subramaniakumar
Partner Chairman Managing Director & CEO
Membership No.: 048243 DIN - 06921244 DIN - 07825083
Ranjana Agarwal Rajeev Ahuja
For KKC & Associates LLP Director Executive Director
Chartered Accountants DIN - 03340032 DIN - 00003545
ICAI Firm Registration No. 105146W/W100621
Vinit K Jain Buvanesh Tharashankar Niti Arya
Partner Chief Financial Officer Company Secretary
Membership No.: 145911
Place : MumbaiDate: April 25, 2025