Your Board of Directors present the Eleventh Annual Report on the business and operations of your Bank, together with
the Audited Financial Statement for the Financial Year ('FY') ended March 31, 2025 ('FY 2025').
The financial highlights for the FY under review, are presented below:
Particulars
For the FY ended
March 31, 2025
March 31, 2024
Deposits:
1,51,212.50
1,35,201.99
- Savings Bank Deposits
39,348.29
40,486.15
- Current Account Deposits
8,088.62
9,664.55
- Term Deposits
1,03,775.59
85,051.29
Advances (Net):
1,31,987.32
1,21,136.78
- Bills Purchased and Discounted
17.27
-
- Cash Credits, Overdrafts and Loans repayable on demand
20,616.16
22,844.68
- Term Loans
1,11,353.89
98,292.10
Total Assets/Liabilities
1,91,476.29
1,77,841.66
Net Interest Income
11,490.58
10,318.84
Non-Interest Income
2,966.60
2,171.42
Less: Operating Expenses (excluding Depreciation)
6,789.29
5,613.20
Profit before Depreciation, Provisions and Tax
7,667.89
6,877.06
Less: Depreciation
279.20
237.58
Less: Provisions
3,765.41
3,696.57
Profit Before Tax (PBT)
3,623.28
2,942.91
Less: Provision for Tax
877.98
713.35
Profit After Tax (PAT)
2,745.30
2,229.56
Balance in Profit & Loss Account brought forward from previous year
8,679.13
7,453.78
Appropriations:
Transfer to Statutory Reserves
686.32
557.39
Transfer to Statutory Reserve u/s 36(1)(viii) of the Income-tax Act, 1961
123.66
98.41
Transfer to Capital Reserve
9.80
4.18
Transfer to Investment Reserve
153.28
Transfer to Investment Fluctuation Reserve
135.49
-50.68
Dividend pertaining to previous FY paid during the FY
241.65
241.63
Balance carried over to Balance Sheet
10,227.51
EPS (Basic) (in ?)
17.04
13.84
EPS (Diluted) (in ?)
While your Bank completed nine years of its operationsduring the FY under review, it has conti nued to demonstratesteady growth both on the liability as well as the assetssides. During the FY, total deposits grew from ?1,35,201.99
crore as on March 31, 2024 to ^1,51,212.50 crore as on March31, 2025 registering a growth of 11.8 per cent. whereastotal advances (net) grew from ^1,21,136.78 crore as onMarch 31, 2024 to ?1,31,987.32 crore as on March 31, 2025registering a growth of 9.0 per cent. Total Busi ness of your
Bank increased to ?2,88,207 crore, an increase of 10.9 percent. over ?2,59,923 crore as on March 31, 2024, whereasthe size of Balance Sheet reached to ^1,91,476.29 crore. Thesteady growth of your Bank reflects the trust of millions ofcustomers and their continued association over the yearswith your Bank. Your Bank stayed on the path of buildingon faith reposed by its customers, which is reflected in itsstrong customer base of 3.16 crore as on March 31, 2025.
Your Bank had continued its focus on rural and unbankedpopulation. During the FY under review, your Bank has
added 12 new banking outlets taking the total count ofbanking outlets to 6,309 as on March 31, 2025 spread across35 States and Union Territories. Out of the total bankingoutlets, 34 per cent. are in rural, 37 per cent. in semi-urban,
18 per cent. in urban and 11 per cent. in metro locations.
During the FY under review, your Bank has been on the coursewith its strategic priorities of portfolio diversification. Ason March 31, 2025, EEB portfolio comprising of Group Loan
and SBAL has reduced to 41.3 per cent. of the total loanbook from 49.9 per cent. as on March 31, 2024 whereasWholesale Banking portfolio was at 26.5 per cent., Housingportfolio at 24.2 per cent., Retail portfolio at 8.0 per cent. of
the total loan book of your Bank as on March 31, 2025. Withregard to geographical diversification, 61.2 per cent. of theportfolio of your Bank was outside of the core markets of
Eastern India. The secured portfolio of your Bank increasedto 50.5 per cent. of its total portfolio as on March 31, 2025.
During the FY under review, the total income (net) of your
Bank has increased by 15.7 per cent. to ^14,457.18 croreas against the total income (net) of ?12,490.26 crore forFY 2024. Net Interest Income for the FY 2025, stood at?11,490.58 crore compared to ?10,318.84 crore for FY 2024,representing a growth of 11.4 per cent. NIM for the FY 2025was 7.1 per cent. The PAT stood at ?2,745.30 crore forthe FY 2025, an increase of 23.1 per cent. as compared to?2,229.56 crore for the FY 2024. Consequently, Return onAverage Equity ('ROAE') increased from 10.7 per cent. to11.6 per cent. whereas Return on Average Asset ('ROAA')increased form 1.4 per cent. to 1.5 per cent. Correspondingly,basic as well as diluted Earnings Per Share ('EPS') increasedfrom ?13.84 to ?17.04 as at the end of FY 2025 in comparisonto FY 2024. The GNPA as on March 31, 2025 was 4.71 per cent.whereas net NPA was 1.28 per cent.
Your Bank continues to focus on financial inclusion byproviding various financial services to the underserved.The Reserve Bank of India ('RBI') has mandated PrioritySector Lending ('PSL') of a minimum 40 per cent. ofadvances for all banks. Your Bank's PSL was ?72,106.54crore (net) as on March 31, 2025, and PSL as a proportionof preceding year's Adjusted Net Bank Credit (ANBC) of?1,31,191 crore was 54.96 per cent.
Highlights of segment wise performance of your Bank
during the FY under review are mentioned below:
The Emerging Entrepreneurs Business ( EEB ) of your
Bank has been serving borrowers at the bottom of thepyramid with affordable and convenient loans to help themdevelop into entrepreneurs and transform their lives. YourBank's EEB strategy is guided by its long-held philosophy
of financial inclusion and economic empowerment of the
disadvantaged sections of the society. The endeavour ofyour Bank is to nurture these entrepreneurs and help themmove up the socio-economic hierarchy. In their movementupwards, your Bank is by them to support with whicheverfinancial service they may require in the journey.
Your Bank offers a wide array of loans through its BankingUnit ('BU') outlets under EEB vertical to benefit small
business owners in need of financial assistance. Your Bankoperates its Group Loans and Small Business & Agri Loans('SBAL') business channels from its BU outlets.
Each BU is linked to a bank branch for operationalconvenience. BUs are self-sufficient and empowered to
open deposit accounts using TABs and also open loanaccounts after necessary credit checks. The highlight of theBUs' operations is the TABs that are connected to the CoreBanking System ('CBS') through cellular data. RelationshipOfficers ('RO') carry these TABs to their group meetings,and the entire instalment reconciliation for the customerhappens through these TABs on real-time basis. To ensuretimely and effective support to the BUs in their day-to-dayfunctioning, your Bank has a structure comprising Circles,Territories, Divisions, Areas and BU Catchments. A centraloperation team maintains oversight of the quality of theoperations and adherence to prevalent guidelines at alltimes. Your Bank lays significant emphasis on processes andcontrols to help maintain uniform and consistent standardsin transaction processing and service delivery, as well ascompliance with regulatory and statutory guidelines.
During the FY under review, your Bank's commitment
towards financial inclusion is also reflected in the fact thatit offered loans to 15.17 lakhs new borrowers under GroupLoan and SBAL during the FY 2025. The portfolio for GroupLoans stood at ?36,088 crore whereas SBAL portfolio stoodat ?20,456 crore respectively, at the end of FY 2025, as yourBank worked towards bringing additional measures in creditcontrol in order to improve the quality of its portfolio.
Your Bank now has several loan products under its GroupLoans and SBAL, which are provided from BU outlets to caterbetter to the varied demands and needs of its customers:
1. Srishti Loan: Timely funds to start a new businessor grow an existing one. Loan size is from ?15,000 to?1,50,000.
2. Suraksha Loan: Loan size is up to ?15,000 and issanctioned to help existing customers meet theiremergency expenses, e.g. medical, drinking waterand sanitation.
3. Sushiksha Loan: Loan size is up to ?10,000 and issanctioned to help customers meet expenses towardsthe education of their children.
1. Sahayata Loan: Loan to fund growing business needsof individuals involved in an array of income generationactivities. Loan amount is from 750,001 to 75,00,000.
2. Baazar Loan: With a loan size from 726,000 to71,50,000, this product is for small entrepreneurs,who have an existing super-saver account with yourBank. This loan provides financial support to depositcustomers for their working capital needs.
During the FY under review, your Bank has taken the
following initiatives:
• Your Bank has taken several initiatives to sharpen theunderwriting process for Group Loans and SBAL loans
in order to have a better portfolio.
• Your Bank has implemented Guardrails for Microfinanceloans to further strengthen customer selection andportfolio quality in the longer run, including: limitationsin lender cap, limitations in total outstanding perborrower and restrictions i n lending to customers havingmore than 60 days past due across microfinance lenders.
• Your Bank has delved into digital repayment modulessuch as QR based channels to make repayments easierand hassle-free.
• Your Bank has a dedicated, independent sanctioningteam to ensure that loans are based on eligibility andcredit-worthiness.
• Your Bank also has a separate Recovery Team alignedunder EEB vertical to have improved recovery collectionsfrom delinquent customers where the business team willfocus on collections from standard accounts to restrictslippages while the recovery team will have a focusedapproach to collection from delinquent accounts turnedinto NPA.
• Your Bank has deployed several analytics-driven modelsto improve both, sourcing and recovery. Some of the key
initiatives in this regard are: the identification of goodborrowers for a higher ticket loan based on a data-drivenrenewal base, identification of potential borrowersfor graduating to individual loan, categorisation ofdelinquent borrowers based on their propensity to repayand prioritising collections accordingly, etc.
• Awareness about using digital solutions, like smartphone-
based transactions and use of credit/debit cards foronline transactions are still persistent issues to thecustomers under the EEB vertical. To overcome these
challenges, your Bank is imparting training to make thecustomers aware about the benefits of digital paymentsand various other aspects, such as seeding bank accountswith mobile number and Aadhaar, using digital mode ofpayments of instalments, etc. Your Bank has also takeninitiative by informing the customers to pay throughonline transactions.
Mid-Market Group
The Mid-Market Group ('MMG') offers loan products toSmall, Medium & Large Enterprises for meeting their working
capital and capital expenditure requirements, includingnon-fund based facilities. These are generally secured loansextended to businesses involved in manufacturing, trading,
services, etc. The MMG vertical offers both fund-based andnon-fund based facilities including term loan, cash credit,overdraft, loan against property, construction/projectfinance, lease rental discounting, Letter of Credit ('LoC'),Bank Guarantee ('BG'), etc. While, the Cash ManagementServices ('CMS') and Trade Finance have already beenlaunched, the implementation of Supply Chain Finance isin process. The MMG vertical has presence Pan India withteams sitting across large Business Centres.
The Total Advances of the segment stood at ^12,243 croreas on March 31, 2025 as compared to 76,701 crore as onMarch 31, 2024, a growth of 82.7 per cent. during FY 2025.
Your Bank continuously strives to meet the diverse credit
needs across sectors, with a dedicated focus on InstitutionalLending catering to Non-Banking Financial Companies('NBFCs') and Housing Finance Companies ('HFCs') toPublic Financial Institutions. In FY 2025, your Bank hasforayed into the financial requirements of Education &Healthcare Institutions through its existing product suite,which includes term loans, working capital limits (fund-based and non-fund based), cash credit and overdraftfacilities. Your Bank also has credit exposure throughDirect Assignments and Investment exposure throughPass through Certificates ('PTCs') and Non-ConvertibleDebentures ('NCDs'). In the NBFCs segment, your Bank'sprimary focus is secured financing through housing loan,loan against property, gold loan, business purpose loan,commercial & vehicle financing, etc. In the NBFC-MFI(Microfinance institutions) segment, the focus is to caterprimarily for the priority segment funding.
FIG segment has a diverse portfolio with geographicalpresence across the country. The Total Advances of thesegment (including Financial and Non-financial institutions)stood at 716,005 crore as on March 31, 2025 as comparedto 712,815 crore as on March 31, 2024, a growth of 24.9per cent. during FY 2025, including the Healthcare &Education vertical which has built a book of 7232 crore ason March 31, 2025.
This segment caters primarily to proprietorships,partnerships and private limited companies for LoansAgainst Property ('LAP'). This is in line with your Bank'soverall objective of increasing the secured lending portfolio.The segment is leveraging your Bank's distribution
network of more than 625 branches as of March 2025,besides sourcing from the open market, along with anobjective to meet various financial requirements of yourBank's customers. As we move along, your Bank will usetechnology for better turnaround time that is essential forscaling up the business volume in this space. The segmentoffers a bouquet of income-linked programs to cater tomost of the business segments in the market.
The Total Advances of the segment stood at ?1,118 crore ason March 31, 2025 as compared to ?516 crore as on March31, 2024, a growth of 116.9 per cent. during FY 2025.
The Business Banking Group ('BBG') offers loan productsfor the needs of Micro, Small and Medium Enterprises('MSMEs') to meet their working capital and/or capitalexpenditure requirements. These are secured loans
generally between ?25 lakh to ?30 crore extended tobusinesses involved in manufacturing, trading, and services.
These loans are extended in the form of secured creditfacilities including term loan, cash credit, overdraft or leaserental discounting or as non-fund-based facilities like letterof credit or bank guarantee. Some of the schematic loanproducts offered by the segment are as follows:
• SME Business Connect
These loans help entrepreneurs in financing their working
capital and capital expenditure requirements againstprimary security of current and/or fixed assets andcollateral security including residential or commercialproperty or liquid securities. These loans, ranging from?25 lakh to ?5 crore, are provided as fund-based facilitieslike overdraft, cash credit, or term loan and non-fund-based facilities like letter of credit or bank guarantees.
• SME GST Connect
These loans, for financing entrepreneurs' workingcapital needs, are provided as an overdraft or fund-basedfacilities. These loans are offered against collateralsecurity, which can be in the form of current assets,property and/or liquid securities. The loan quantumranges from ?25 lakh to ?3 crore.
• Bandhan CGTMSE Loan
Your Bank offers loans to finance the working capitaland capital expenditure of Micro and Small Enterprises('MSEs'). These loans are provided as fund-based andnon-fund-based facilities, without any collateral securityor third-party guarantee. Collateral security for theremaining uncovered portion of the credit facility canbe obtained under "Hybrid/Partial Collateral Security"product, introduced by CGTMSE. The loan quantumranges from ?25 lakh to ?5 crore.
The BBG fund-based Advances was at ?1,703 croreas on March 31, 2025 as against ?1,010 crore as on
March 31, 2024, registering a growth of 68.7 per cent.
during FY 2025.
Providing credit for agricultural activities not only helpsincrease crop production but also empowers farmers,and supports the backbone of the Indian economy - theagricultural sector. Your Bank recognises the importanceof this sector and offers a wide range of credit facilitiesto provide financial support to all participants in the Agrivalue-chain system. Currently, the segment provides KisanCash Credit (KCC) loans to borrowers engaged in farming& allied activities, including animal husbandry, horticulture,pisciculture, etc. with competitive interest rates andminimal documentation. By doing so, your Bank is making iteasier for farmers to access credit and invest in their farmsto increase productivity.
The segment is expanding its footprint by offering working
capital and term loan credit facilities (i.e. both fund-basedand non-fund-based) to entities involved in agri-ancillaryproducts and services. The segment also extends its foraytowards financing of agricultural infrastructure, commodityPledge finance, etc. to various agri-processors, agri-inputdealers & agri-corporates, etc.
The Total Advances of the segment stood at ?749 crore ason March 31, 2025 as compared to ?268 crore as on March31, 2024, a growth of 179.6 per cent. during FY 2025.
Small Enterprise Loan ('SEL') offers Term Loan & WorkingCapital products to small enterprises who rely on accessibleand dependable financial solutions to sustain and expandtheir operations. The SEL vertical stands as a trustedfinancial partner, committed to empowering businesseswith tailored funding solutions. With SEL, businesses gainmore than just financial assistance - they build a relationshiprooted in trust, security, and sustained growth.
Trusted Financial Products Under SEL include:
• SEL Term Loans (?3 lakh to ?10 lakh): Designed to
support small businesses in their journey, these term
loans offer flexible tenures of one to three years,ensuring access to working capital and asset creationwith reliability and ease.
• SEL Max Loans (?10.01 lakh to ?25 lakh): Built forenterprises with greater business aspirations, SEL MaxLoans extend higher-value funding, offering businessesa dependable avenue for expansion.
• SEL Cash Credit (?5 lakh to ?25 lakh): A trusted revolving
credit facility that provides businesses the flexibility to
access funds as needed, with interest applicable only onthe utilised amount. Limits are renewed yearly, ensuring
continuous financial support.
• SEL Secured Overdraft Loans (?10.01 lakh to?25 lakh): introduced in FY 2023 to cater to MSMEborrowers, this overdraft solution strengthens financialresilience. Businesses can secure working capital whilepledging assets, reaffirming the foundation of trust infinancial partnerships.
The Total Advances of the segment stood at ?4,526 croreas on March 31, 2025 supporting over 1.13 lakh valued smalland growing businesses.
During FY 2025, your Bank continued to strengthen its
transaction banking proposition across Cash ManagementServices (CMS), Trade Finance, and Supply Chain Finance,with a focus on product expansion and digital enablement.
During the FY, the cash pick-up offering was further scaled
and enhanced. Several new initiatives were also undertakento broaden the CMS suite, including eNACH for externalcorporates, a centralised escrow platform, cheque printingand collection services, host-to-host integration, API
banking, and virtual account solutions.
These offerings are currently under development and areexpected to be launched during the current FY, with theobjective of building a comprehensive and future-ready
CMS platform to meet the evolving needs of corporate andinstitutional clients.
On the Trade Finance front, your Bank's non-fund-basedtrade book crossed ?2,100 crore. The first foreign currencyi import letter of credit (LC) and the fi rst Letter of Credit BillDiscounting (LCBD) transactions were executed, alongside
steady growth in cross-border remittances averaging overUSD 2.2 million per month.
Your Bank is also in the process of developing a Supply ChainFinance platform to complement its existing trade and CMSofferings. CMS and Trade continue to be key pillars withinthe Wholesale Banking business, supported by ongoinginvestments in product development and service delivery.
During FY 2025, your Bank's Housing Finance business
continued to align with its long-term strategic roadmap,delivering strong performance despite a challengingmacro-economic environment. Your Bank's commitmentto inclusive housing credit, prudent risk management, andoperational agility had translated into resilient growthacross disbursements, portfolio size, borrower quality andgeographic reach.
The total housing loan book expanded by 10.6 per cent.reaching ?33,086 crore, up from ?29,916 crore in FY 2024.Disbursements during the year stood at ?9,357 crore,
registering a 26 per cent. year-on-year increase. Thisperformance was supported by the introduction of a
Prime Lending Channel during the said fiscal year. Thisnew channel significantly enhanced disbursement volumesand contributed to a healthier asset quality by targetingstronger borrower profiles and reducing delinquency risk.
The share of the salaried borrower segment in your Bank'sHousing Finance portfolio grew to 48 per cent., up from 43per cent. during the FY 2024, and 71 per cent. of disbursals
were made to customers with CIBIL scores above 725,reinforcing a strategic shift towards more creditworthyborrowers. Disbursal productivity rose 17 per cent. year-
on-year and the average ticket size was ?21 lakhs.
In line with its financial inclusion goals, your Bank operatedits housing loan network through over 450 branchesoffering home loans and over 300 banking units deliveringmicro-home loans across 18 states and 3 union territories.This expansion enabled deeper market penetration andbetter customer access, particularly in underserved regions.
The portfolio remained predominantly AffordableHousing, contributing approximately 80 per cent. of thebook. Regional diversification continued with strong
performances across all zones.
In its pursuit of broadening the product suite, your Bank hasconsistently worked to introduce and strengthen its Retail
Asset product portfolio. This has ensured the availabilityof a diverse range of loan products designed to addressvarying customer needs. Among these are secured lending
options such as Gold Loans, Car Loans, Commercial Vehicle& Construction Equipment ('CVCE') Loans, Two-WheelerLoans as well as unsecured Personal Loans. This strategicfocus aligns with your Bank's commitment to catering to abroader demographic while maintaining a sound risk profile.
• Gold Loan: Crafted to meet customers' urgent financialneeds with efficiency and simplicity. Offering loanamounts from ?10,000 to ?80,00,000, flexible tenureoptions of up to 3 years, and competitive interest
rates, this product ensures accessibility and value foryour Bank's customers. To further enhance service
delivery and reach, your Bank is actively expanding itsbranch network, thus enabling greater access to GoldLoan facilities. This strategic move underscores your
Bank's commitment to strengthening its presence,fostering trust, and driving business growth acrosswider geographies.
• Car Loan: Designed to meet the needs of a diversecustomer base, your Bank's Car Loan product offersfinancing for both new and pre-owned vehicles. Loanamounts range from lakh to ?1.5 crore, backed bycompetitive interest rates and flexible repayment plans.The emphasis on Used Car Loans reflects your Bank'scommitment to this expanding market segment. With astreamlined digital application process and an extensive
dealer network, your Bank continues to deliver value-
driven solutions that make car ownership hassle-freeand rewarding.
• CVCE Loan: Committed to fostering growth in transportand construction, your Bank offers Commercial Vehicle& Commercial Equipment (CVCE) Loans with flexibleamounts from 71 lakh to 725 crore. With a strategicsegment emphasis on CVCE loans, the single-unitloan limit has been enhanced to meet the evolvingrequirements of businesses. Additionally, your Bankis expanding its reach into the used CVCE segment,delivering customised financial solutions for thisgrowing market. Leveraging its branch network andcollaborations with dealers and manufacturers, yourBank continues to ensure a seamless and rewardingcustomer experience.
• Two-Wheeler Loans: I n its journey to empower mobility,your Bank has crossed the noteworthy figure of 190,000customers in the Two-Wheeler Loan segment, with 90 percent. being new-to-bank customers. This achievementunderscores our commitment to providing a seamlessloan experience with financing options available up to75,00,000. To meet evolving demands, your Bank hasintroduced loans for electric vehicles (EVs) and superbikes, ensuring relevance in emerging niches. Supportedby a dealer/channel-based distribution framework, yourBank is further enhancing accessibility and expanding itsfootprint across wider geographies.
• Personal Loan: Your Bank pursued a strategic andadaptable approach to Personal Loans during FY 2025,ensuring alignment with market shifts and customer
expectations. Through the efforts of a dedicated salesteam, your Bank continued to cater to key markets anddiverse customer needs. Personal Loans, offered atcompetitive interest rates, are available for amountsbetween 750,000 and 725,00,000 with flexible tenuresof up to 5 years.
The Total Advances of the segment stood at ^11,021 croreas on March 31, 2025 as compared to 75,578 crore as onMarch 31, 2024, a growth of 97.6 per cent. during FY 2025.
Your Bank provides an array of retail liability productsdesigned to promptly and effectively cater to diversebanking requirements across various customer segments.Prioritising customer satisfaction, your Bank consistentlyinnovates and offers convenient banking solutions to meetits customers' needs.
During FY 2025, your Bank's deposit portfolio witnessed
a growth of 11.8 per cent. with a total deposit base of71,51,212 crore as of March 31, 2025. The growth in depositswas primarily driven by the varied liability products of term,savings and current account deposits with the total retaildeposit book growing by 11.0 per cent.
Your Bank strengthened its Savings product propositionthrough a strategic focus on diverse customer segments.In addition to reinforcing the Affluent segment withpremier offerings like Elite and Premium Savings Accounts,your Bank launched four new segment-specific savingsproducts: the AVNI Women's Savings Account, tailored forwomen customers; the Pension Savings Account, designedfor pensioners; the PMJDY Savings Account, promotingfinancial inclusion; and the Classic Savings Account,offering affordable savings solutions to regular customers.These introductions reflect your Bank's commitment todeepening financial access and addressing the uniqueneeds of customer-centric banking. To complement theseinitiatives, your Bank has enhanced communication effortsthrough targeted, product-focused campaigns aimed atinforming customers about key features, interest rates,and technology-enabled services.
During FY 2025, your Bank introduced new Debit Card
variants such as Bandhan Bank Platinum Plus, Titanium,PMJDY and AVNI Debit Card, thereby remaining committedto providing customers better card value proposition,features and benefits along with a diverse selection ofdebit card choices. The entire collection of Debit Cardshad garnered a total card fee income amounting toapproximately 788 crore in FY 2025. The card fee incomeconsists of Issuance Fee, Annual Fee and Re-issuance Fee.
The Current Account segment showcased remarkableresilience in FY 2025, highlighting the success of well-executed strategic initiatives. Key growth drivers includedthe launch of the new Collection Account product, i ncreasedpenetration of EDC and QR code solutions, proactive re¬engagement with the existing customer base, and robustdevelopment of the Current Account Manager channel.These achievements were further bolstered by a sharperfocus on granular customer segmentation, enablingmore personalised engagement and customised productofferings. Additionally, the expansion of digital services,combined with process automation, significantly reducedturnaround times, enhancing overall customer experience.Sustained momentum in opening new branches in high-potential catchment areas, along with targeted acquisitioncampaigns aimed at key business clusters, further broadenedmarket coverage and solidified the segment's performance.
The Merchant Acquiring Business ( MAB ) continuesto play a pivotal role in strengthening current account
relationships. FY 2025 had marked a period of remarkableprogress, strategic innovation, and consistent growth. YourBank has seen significant traction in merchant acquisitionthrough POS/Bharat QR deployments, along with the
expansion of its Payment Gateway (PG) services acrossdiverse merchant categories. Key highlights include:
• 127 per cent. year-on-year growth in merchant acquisitions
• 68 per cent. year-on-year increase intransaction throughput
• 21 per cent. year-on-year growth in revenue, driven byincreased balances in associated current accounts
These achievements reinforce MAB's contribution not
only as a transaction facilitator but also as a strong leverfor liability growth and income generation for your Bank.
Your Bank's expansive branch network had beeninstrumental in its achievements. Throughout the FY 2025,a total of 15 branches were added (including conversionof three Housing Finance centres into branches), elevating
your Bank's overall presence to 1,715 branches, spanningdiverse locations nationwide.
To fortify its relationship with customers, your Bank is
engaging in communication through marketing campaigns,social media outreach, and branch-level initiatives. YourBank will continue to harness technology to provideinnovative digital solutions that prioritise security,convenience, and user-friendliness. Your Bank is dedicatedto delivering top-notch banking solutions to its customersand eagerly anticipates serving them with unwavering zealand commitment in the years ahead.
Your Bank currently distributes mutual funds, life insurance
and general insurance, including health insurance and 3-in-1online trading product to its customers. FY 2025 had been ayear of synergy and aspiration. Your Bank continues to buildand demonstrate a determined focus on offering a value-driven, need encompassed, robust and comprehensiveproduct proposition to its customers. In the life insurancebusiness, your Bank has a proposition offering of a widebouquet of products to cater to the different stories andjunctions of its customer's life. Your Bank had also beencontinuously engaged in building a strong distributionecosystem with carefully crafted synergy and partnershipwith analytics and technology functions to offer the bestin class insurance solutions to its customer base. In theGeneral Insurance business, your Bank conti nued to serve itscustomers as they build a disciplined habit towards healthyliving and coverage for unforeseen exigencies, by offeringthem a wide variety of health insurance and general insurancesolution-based product propositions. Your Bank aims toextend the benefits of general and health insurance to all itscustomer segments. I n mutual funds distribution, your Bankconti nues to focus on a research-driven distribution strategywith a vision of providing its customers ease and flexibilitywhile planning for investments. Your Bank conti nues to offera research driven distribution of Mutual Funds through itsMobile Banking ('mBandhan') platform and the RetailInternet Banking ('RIB') platform, which demonstratesyour Bank's continuous efforts towards offering customersfurther convenience and benefits.
Your Bank had entered into partnerships with Bandhan LifeInsurance Limited and ICICI Lombard General InsuranceCompany Limited to offer their products to its customers.This will further strengthen your Bank's products
proposition offering and enhance its commitment towardsits customers.
Your Bank continues to invest towards building a customer
value-centred, segment-driven, data-led, analytics andresearch-based, and technology embedded, productdistribution propositions, across all Third-Party Productsand continues to seek out opportunities to add new productsuites to serve customers' financial needs holistically.
The total mutual fund AUM managed under your Bank'scode during the FY under review was ?1,422.33 crore, onwhich your Bank earned an income of ? 10.94 crore.
A total of ^135.87 crore and ?653.17 crore of general andretail life insurance business, respectively, were garneredthrough the retail network during the FY 2025, earning afee income of ?23.56 crore and ?265.80 crore, respectively.During the FY under review, the life i nsurance business andgeneral insurance through all asset verticals amountedto ?456.82 crore and ?74.61 crore, respectively, earningan income of ?84.64 crore. The insurer wise segmentedcommission income is as follow: Bajaj Allianz Life Insurance:?159.65 crore; HDFC Life Insurance: ?111.76 crore; KotakLife Insurance: ?26.68 crore; Bandhan Life Insurance:?43.87 crore; Bajaj Allianz General Insurance: ?7.12 crore;Niva Bupa Health Insurance: ?20.78 crore; Oriental GeneralInsurance: ?3.98 crore and ICICI Lombard General Insurance:?0.16 crore.
Your Bank had also earned ?0.72 crore as commission for thedistribution of Atal Pension Yojana, NPS Lite Swavalambanschemes of PFRDA and others during the FY 2025.
Bandhan Bank aspires to become a digitally enabled bankby continually expanding its offerings focusing on thecustomer's life cycle. The emphasis on digital adoption hashelped increase penetration, streamline processes, andenhance customer experience. Your Bank is focused onbuilding product-led technology solutions to build strongvalue proposition for its micro, retail, wholesale, andcommercial banking customers.
Your Bank has created a digital and transaction excellenceunit ('DTEU') to enhance focus, efficiency, and expertise.This unit will be responsible for Corporate Transactions andSolutions, Government Solutions, Payment products and
Platform, Retail Digital Banking and Fintech partnerships.It will also help in augmenting granular deposits and fee-based income through various capabilities. DTEU teamwill build expertise, combining technical, functional,and commercial solutions catering to the corporate andconsumer segment.
Your Bank stays committed to always delivering customervalue while ensuring requisite systems and controls are in
place for a safe and convenient digital banking experiencefor its valued customers.
The Data Science and Analytics function is one of the mostcritical areas for your Bank. The Analytics team beganits journey in FY 2023. All members have trained in datascience and data engineering from Tier 1 premier institutes.The objective of this team is to provide accurate and timelyintelligence by utilising internal and external data. Theteam develops multiple scorecards using AI-ML capabilitiesto estimate the creditworthiness and payment capabilitiesof borrowers, as well as to identify potentially fraudulentaccounts and transactions. The team helps to issueearly warnings about emerging risks and suggests a riskmitigation plan. The team continuously works to enhanceoperational efficiency. It also provides a strategic roadmapfor your Bank to increase its reach to new customers usingboth physical and digital footprints. This team supportsall business verticals at every stage of customers' lifecyclejourney through the right customer contact strategies andappropriate product and service offerings.
Your Bank remains deeply committed to fosteringinclusive growth, a principle that underpins all itsCorporate Social Responsibility ('CSR') initiatives. Theseefforts are thoughtfully directed towards empoweringmarginalised communities, particularly those residing inareas surrounding your Bank's operations. Recognisingthe complex and multi-dimensional vulnerabilities thesecommunities face most notably, the persistent challengeof achieving sustainable livelihoods, your Bank's CSRinterventions are strategically designed to enhance theircapabilities and resilience. By focusing on capacity buildingand long-term empowerment, your Bank aims to create ameaningful, lasting impact that contributes to the broadergoal of social and economic inclusion.
To address its societal commitments, your Bank hasadopted a comprehensive CSR policy that aligns withSchedule VII to the Companies Act, 2013 ('the CompaniesAct). The Bank's CSR programmes, guided by this policy,
are primarily implemented in communities located near itsoperational areas.
To ensure the effective implementation and oversight of its
CSR programme, your Bank has established the CorporateSocial Responsibility and Sustainability Committee ofthe Board ('CSR&SCB'), in compliance with Section 135of the Companies Act and the Companies (CorporateSocial Responsibility Policy) Rules, 2014 ('CSR Rules').In addition to guiding your Bank's CSR initiatives, theCSR&SCB is also responsible for monitoring the executionof Business Responsibility and Sustainability Reporting('BRSR') initiatives. Details regarding the composition ofthe CSR&SCB are provided in the Corporate GovernanceReport, which forms part of this Annual Report.
Total CSR obligation for your Bank for FY 2025 was ?39.89
crore, which was allocated towards 14 CSR programmes.Out of the total T39.89 crore, T23.25 crore spent towardsvarious CSR programmes during FY 2025 whereas?16.64 crore was transferred to Unspent CSR accounttowards the ongoing projects, in terms of the provisionsof Sections 135(5) and 135(6) of the Companies Act,reasonable justification towards the same is provided inthe CSR Annual Report forming part of this Report. Theseprogrammes were implemented through various ProjectImplementing Agencies ('PIAs') in alignment with theactivities outlined under Schedule VII of the Companies Act.One of the PIAs, Bandhan Konnagar ('BK'), promoter groupentity, is a related party of your Bank. Accordingly, all CSRexpenditures through BK, being related party transactions,were done with the approval of the Audit Committee of theBoard, in addition to receiving necessary approvals fromthe CSR&SCB and the Board of Directors. During the FY,the CSR coverage reached out to 1,33,540 families spreadacross 273 project locations covering 5,240 villages in 47districts across seven states of India, thereby taking thecumulative reach since inception to 25,80,996 families in82 districts across 14 states.
I n terms of the provisions of Rule 8(3) of the CSR Rules, your
Bank appointed Ernst and Young LLP ('EY') to carry out anindependent Impact Assessment of its CSR Programmes.Further, in terms of the General Circular No. 14/2021 datedAugust 25, 2021, issued by the Ministry of Corporate Affairs,
Government of India, the Impact Assessment Report isavailable at the Bank's website https://bandhanbank.com/beyond-banking, and the programme wise summary of thesame is mentioned in the subsequent sections.
The details of CSR programmes undertaken pursuant to theprovisions of the Companies Act and in accordance with theAnnual Action Plan, during the FY under review are given as
Annex - 1 and forms part of this Report. The CSR Policy ofyour Bank is available on its website: https://bandhanbank.com/sites/defau[t/fi[es/2025-02/CSR-Po[icv-03022Q25.pdf.
Some of the key programmes of your Bank's CSRinitiatives are:
During the FY under review, your Bank had contributed?6.26 crore (?10.90 crore in FY 2024) towards Targeting
the Hard-Core Poor ('THP') programme. The programmeis designed for ultra-poor women-headed households,providing them with a range of gainful micro-enterprisesin the form of farm, non-farm and mixed assets, along withhandholding support and training on confidence building,enterprise skills, consumer interaction, marketing andfinancial skills. They are also provided with sustenanceallowance to meet their daily needs until they generatesubstantial income from the provided assets. Withina period of 24 months, these ultra-poor women start
graduating, uplifting themselves from extreme poverty1
and getting [inked to mainstream society2 3.
During the FY under review, 2,000 ultra-poor womenwere provided farm, non-farm and mixed assets to sustaintheir livelihoods, thereby cumulatively taking the totalwomen-headed househo[ds to be impacted through theprogramme since its inception to 52,500 women. In thecurrent FY, the programme covered 5 districts of UttarPradesh and West Bengal.
The Impact Assessment Study carried out by EY indicated
that 18,000 ultra-poor women-headed households werealleviated from below the poverty line to above thenational poverty line1 (?1,059.42 for rural and ?1,286 for
urban areas1) with a significant increase in their businessassets and househo[d income having an average month[yincome of ?7,200. Additionally, these households had
improved savings habits and had access to safe sanitation,socia[ security schemes and hea[th schemes.
During the FY under review, your Bank has contributed?2.51 crore (?7.01 crore in FY 2024) towards seven health
programmes covering nine districts across three statesof India. These health programmes covered 29,052 newbeneficiaries during the FY, thereby taking the cumulative
coverage to 13,73,610 beneficiaries.
The Impact Assessment Study conducted by EY indicatedthat the programme contributed to the achieving 100 per
cent. access to hea[th services after the imp[ementation ofthe programme compared to 78 per cent. respondents whodid not have access to hea[th services. The hea[th servicesincluded Antenatal Care ('ANC'), institutional delivery,Postnatal Care ('PNC'), nutritional support and child healtheva[uation, thereby [eading to a change in behavioura[practices and 100 per cent. of the respondents noticed animprovement in their health and health-seeking behaviour.
The Impact Assessment Study indicated that 100 per cent.of the adolescent girl respondents have received menstrual
hea[th and hygiene awareness and access to menstrua[hygiene products. The study also indicated that 100 per cent.
of the respondents received access to safe drinking water.
As part of its ongoing commitment to improving healthcare
access and supporting communities in need, your Bank had
contributed ?4 crore towards comprehensive cancer carein Assam. This initiative is being imp[emented through theAssam Cancer Care Foundation, a strategic partnershipbetween the Government of Assam and Tata Trusts. Thecontribution wi[[ he[p enhance cancer treatment andprovide vita[ medica[ care, support, and resources to thoseaffected by cancer. By collaborating with this esteemedfoundation, your Bank reaffirms its dedication to advancinghea[thcare and making a meaningfu[ impact on the [ives ofindividua[s batt[ing cancer in Assam.
Your Bank remains steadfast in its commitment tocommunity deve[opment, with hea[thcare being a centra[focus of its CSR initiatives. As part of this commitment, yourBank is enhancing healthcare infrastructure and improvingemergency medical response across India. This initiative,with an investment of ?6.20 crore, aims to expand accessto critica[ care, supporting hospita[s and organisationsdedicated to emergency hea[thcare and community we[[-being. By enabling timely, [ife-saving interventions, thisdonation significantly contributes to improving healthcareaccessibility across the country.
Your Bank's education programme provides qualityeducation to children belonging to the marginalised sectionof our society in its catchment area. The programmea[so provides training to the teachers be[onging to thecommunities, government schools and schools run by thevarious charitab[e trusts that are providing free educationto transform their pedagogy and integrate various teachingand [earning too[s in their [esson p[ans and track thecomprehensive continuous assessment of each chi[d.
Your Bank contributed ?4.24 crore (?9.78 crore in FY 2024)
towards the education programme enrolling 246 newstudents, thereby taking the cumu[ative outreach to1,14,637 marginalised children across 32 districts of five
states of India.
The Impact Assessment Study conducted by EY indicatedthat 100 per cent. of the children received free books andschool kits to facilitate their [earning. 100 per cent. of
the students who completed class 3 were able to identifynumbers and alphabets, could read text and perform basiccalculations to meet the [earning goals of FoundationalLiteracy and Numeracy3 ('FLN').
Your Bank's skill development initiatives provide market-linked and job-ready employable skills to the youths frommarginalised sections of society in various domains. Thisinitiative not only provides on-the-job training and jobplacement facilitation in the organised sector but also afollow-up of the placements so that the youths are settledin their job post-training.
During the FY under review, your Bank contributed ?4.08crore (?3.69 crore in FY 2024) towards the skill development
initiatives in eight districts across three states of India. ThePIAs operated 12 skill development centres in domainslike Warehousing and Logistics, Retail and Customer Care,Sales and Marketing, ITeS and BPO, Refrigeration andAir Conditioning, Computer Accounting, Hardware andNetworking, BFSI, etc.
During the FY 2025, 2,710 candidates were enrolled,thereby taking the total to 19,824 youths who have been
trained under this programme till date.
The impact assessment indicated that 85 per cent. of the
respondents secured their first job after the completion ofthe training provided under the Employing the UnemployedProgramme ('EUP'). The EUP provided them with job
readiness skills, career counselling, job placement assistanceand other resources to enhance their employability.
Skill Development and Education Programme -Support to Ramakrishna Mission Centre For HumanExcellence and Social Sciences (Viveka Tirtha):
During the FY 2025, your Bank has contributed ?4 crore
towards Ramakrishna Mission Centre for Human Excellenceand Social Sciences (Viveka Tirtha) as part of its ongoingcommitment to education and skill development. Thisinitiative is aligned with your Bank's vision of fosteringhuman development and social well-being.
Skill Development and Education Programme- Support to Nivedita Institute of HumanAdvancement & Research (NIHAR) CentreRamakrishna Sarada Mission:
During the FY 2025, your Bank had contributed ?1.4 croretowards the Skill Development and Education Programme,in partnership with the Ramakrishna Sarada Mission in
line with your Bank's commitment to fostering growthand empowerment. This significant contribution hadbeen directed towards the development of the NiveditaInstitute of Human Advancement & Research Centre.The funds will support initiatives aimed at enhancingeducational opportunities and skill development,
ultimately contributing to the overall advancement ofhuman potential. By investing in such transformativeinitiatives through the Ramakrishna Sarada Mission, your
Bank continues to play an active role in shaping a brighterfuture through education, skill-building, and research. Thispartnership highlights your Bank's dedication to socialresponsibility and sustainable development.
Your Bank has spent ?3.40 crore to impart financial literacyto underprivileged women to raise awareness regardingbetter financial planning and accessing Banking, FinancialServices and Insurance ('BFSI') related products andservices, including digital banking. Your Bank recognisesthe fact that imparting financial knowledge is vital to thefinancial inclusion agenda and to addressing the sustainabledevelopment of rural communities.
Through this initiative, your Bank has financially empowered5,75,443 women in the states of Assam, Tripura, Bihar,Jharkhand, Madhya Pradesh, Odisha and West Bengalto improve their savings and access banking services.According to the EY Impact Assessment Report, 100 percent. of the women, after completing the training, feel thatthey are more confident in taking independent financialdecisions and can also do digital banking.
Your Bank under its CSR initiatives, has piloted a uniqueinitiative to empower underprivileged entrepreneurs to setup small businesses. These entrepreneurs are imparted withprofessional business incubation training and facilitation
for accessing statutory licenses and business loans. Theyare also trained in various aspects of marketing, customerrelationships, financial planning and management, businessdevelopment plans, filing of various tax returns, etc.
Through this initiative, your Bank aims to convert the
job-seeking to job-creators. To date, 200 youths havebeen successfully incubated to independently managetheir enterprises.
The Climate Action Programme focuses on climate
change adaptation and carbon sequestration. The Majorinitiatives under this programme were in the areas of
Water conservation, Afforestation and Solar energy, asmentioned below:
The water conservation initiative aims at water securityand drought-proofing in some of the high moisture-
stressed regions of India, thereby providing a safety net
to agriculture and livestock-based livelihoods. Theseinitiatives facilitate participatory watershed managementby empowering the communities to participate in theplanning and implementation of local water resourcedevelopment. Measures such as building, reviving andmaintaining water-harvesting structures, prioritisationand judicious use of water for every community member,crop planning and water-efficient farming, use of drought-resistant varieties, cultivation of high-value crops requiringless water, etc., create a multiplier effect in drought¬proofing and climate change adaptation measures andhigher income generation.
During the FY under review, 22 water harvesting structures,
with a storage capacity of 11,818 kilolitres, in the form offarm ponds, were constructed in the farmers' fields toprovide them critical irrigation support.
Cumulatively, the programme has supported theconstruction of 72 water harvesting structures with astorage capacity of over 1,45,318 kilolitres of water in threestates. These structures not only provide drinking water toover 1,958 families but also support participatory irrigationof various crops.
Your Bank's afforestation initiatives have contributedtowards the project of establishing a "Bio-shield" to savethe mangroves in the Bharuch district of Gujarat. Overthe years, mangrove plantation of 1,50,000 saplings werecarried out on 20 Hectares in a stretch of one kilometreof coastline along with plantation of other medical plantspecies and fodder species. A fodder bank was created tooffset the biotic pressure from the mangrove area.
Additionally, during the FY 2025, the plantation of 16,521
saplings under agroforestry and mangrove plantation wasdone in West Bengal. This took the cumulative plantationto 4,34,046 saplings in 41 districts across seven states in
India. These plantations helped your Bank to off-set 3,968MT/year of CO2.
During the FY 2025, your Bank contributed T25 lakhs towardsa comprehensive Biodiversity Assessment of Mangroves
and the design proposal for a Nature Interpretation Centreat Jambusar, Gujarat. A field visit was conducted by a teamof experts, including a marine ecologist, an architect,and a social worker, to assess the region's biodiversity.This evaluation identified vulnerable species such as theSarus Crane, Lesser Flamingo and Indian Flap Shell Turtle,highlighting the ecological importance of the area. As aresult, the proposal for a Nature Interpretation Centre
was put forward to educate the public, especially schoolstudents, about mangroves and their conservation.
Additionally, a pilot Nature Education Program, Mud-FlatDhuleti, was organised in March 2025. The event provided20 participants with an immersive, experiential learningopportunity to explore the mangrove ecosystem, localbiodiversity, and coastal life. The event raised T14,500in donations, supporting the region's ecotourism andbiodiversity conservation efforts.
Your Bank's commitment to sustainable farming practicesis reflected in the support of the Solar Irrigation with Drip
and Farm Pond project in Jambusar Taluka, Gujarat, withan investment of ?1.38 crore. As part of this initiative, 25marginalised farmers were provided with solar-linked dripirrigation systems to enhance water conservation andimprove agricultural productivity. The project, implementedthrough the VIKAS Centre for Development, included theestablishment of two demo sites to demonstrate thesystem's effectiveness, with refinements incorporated forimproved durability and ease of operation.
During the FY 2025, your Bank has contributed ?50 lakhtowards the installation of solar-powered High maststreetlights in the vicinity of Vitthal Temple, Pandharpuras part of its Climate Action Programme. This initiative
will provide sustainable, renewable energy for the temple,improving lighting around the temple complex andsurrounding areas. The solar-powered streetlights will notonly reduce the carbon footprint but also enhance safetyand accessibility for the thousands of devotees and visitorswho visit the temple. Additionally, by using clean energy,the project will contribute to long-term cost savings andpromote environmental awareness within the community.This initiative reflects your Bank's ongoing commitment toenvironmental sustainability and community well-being.
Pursuant to Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (SEBILODR'), the Board of Directors of your Bank has adopteda Dividend Distribution Policy that, inter-alia, balances theobjectives of appropriately rewarding shareholders andretaining capital to maintain a healthy capital adequacy ratio.In addition to the Dividend Distribution Policy, the dividendpayout ratio of your Bank is also guided by the Circulars ondividend issued by RBI, from time to time. Policies of theBank are reviewed at least once a year and accordingly,Dividend Distribution Policy was reviewed by the Boardduring the FY, with certain amendments with regard toparameters for dividend distribution including regulatory
requirements. The Policy is available on the website athttps://bandhanbank.com/pdfViewerJS/index.htmi#../sites/dePau[t/Pi[es/2025-07/Dividend-Distribution-Po[icv.DdP
In line with this policy and in recognition of the financial
performance during the FY 2025, while retaining capital tomaintain a healthy capital adequacy ratio to meet growthrequirements, your Board of Directors has recommended adividend of ?1.50 per equity share of ?10 each fully paid-up(15%) for the FY 2025, similar to previous FY, for approvalof the shareholders at the 11th Annual General Meeting('AGM') of the Bank.
Pursuant to the provisions of Income-tax Act, 1961('IT Act'), dividends paid or distributed by your Bank shall be
taxable in the hands of the shareholders and your Bank shallbe required to deduct tax at source (' TDS') at the prescribedrates from the dividend to be paid to shareholders, subjectto the approval of dividend by the shareholders in theensuing AGM. Further details are available in the notice ofthe 11th AGM of the Bank. An email communication in thisregard has also been sent to the shareholders.
In line with the RBI regulations, your Bank has transferred anamount of ?686.32 crore to the statutory reserve during the
financial year ended March 31, 2025. Amount transferred toother reserves during the FY are provided under the head'Financial Performance of the Bank' of this Report.
During the FY under review, your Bank has allotted 1,657equity shares of ?10 each fully paid-up, pursuant to exerciseof stock options by the eligible Employees of your Bank,
aggregating to T16,570.
Post allotment of aforesaid equity shares, the issued,subscribed and paid-up equity share capital of your Bankstood at ?16,10,97,14,050, comprising 1,61,09,71,405 equity
shares of T10 each fully paid-up as on March 31, 2025.
Your Bank has not issued any equity shares with differentialvoting rights during the FY under review.
The authorised share capital of your Bank was?32,00,00,00,000, comprising 3,20,00,00,000 equity shares
of T10 each, as on March 31, 2025.
Your Bank's Capital Adequacy Ratio ('CAR'), calculated inline with the RBI Circular on Capital Adequacy Framework,stood at 18.71 per cent. as on March 31, 2025, well abovethe minimum regulatory requirements, out of which Tier 1
CAR was 17.86 per cent. and Tier 2 CAR was 0.85 per cent.
Your Bank did not have any subsidiary, associate or jointventure company during the FY 2025. Accordingly, nostatement is required to be reported in Form AOC-1.
Your Bank has received several prestigious awards andrecognitions from various revered institutions during theFY under review, which are as under: -
Your Bank received the 2025 Gallup Exceptional WorkplaceAward for the second time, recognising its commitmentto fostering an engaged and high-performing workforce.Your Bank was among only 62 organisations worldwide toreceive this recognition in the Engagement category.
Your Bank has been awarded the 'Assam Rising CSR Award2024-25' for its Corporate Social Responsibility initiativesacross Assam. The award was presented at the 15th AssamRising Youth Conclave at Dibrugarh University.
Your Bank has been awarded the 'Best Performer in BankCategory' by the BSE for its outstanding performance in theMutual Funds distribution business. This recognition highlights
your Bank's customer-centric approach and dedication tosupporting customers' financial growth and well-being.
Your Bank has been awarded the 'Customer ExcellenceAward', specifically the 'Best Practices in Mobile AppSecurity Award (Large Bank Category)'. This recognitionfrom the Data Security Council of India (DSCI) highlightsyour Bank's commitment to robust mobile app security.
Your Bank has been honoured with the ET NOW Best BFSIBrands Award 2025, recognising its leadership, innovation,and commitment to transforming the banking industry. Thisaward highlights your Bank's efforts in enhancing customerexperience, fostering sustainability, and empoweringunderserved communities.
Details of rating of various debt instruments of your Bank
as on March 31, 2025 are as under:
Instruments
Rating
Amount
Agency
(? in crore)
Non-Convertible
CRISIL AA- / Stable
CRISIL
1,295@
Debentures#
[ICRA] AA- (Stable)
ICRA
Certificate of
CRISIL A1 +
Deposit
[ICRA] A1 +
@Rating ofICRA is for F75 crore only*Rating of ICR A is for ?3,000 crore only
#Transferred from erstwhile GRUH Finance Ltd pursuant to theeffectiveness of the Scheme of Amalgamation
During the FY, CRISIL has reaffirmed the rating and outlookof both the instruments. ICRA has revised the rating ofNon-Convertible Debentures to [ICRA]AA- (Stable) from[ICRA]AA (Negative) and revised the outlook to Stable
from Negative; while reaffirming the rating of Certificateof Deposit.
The composition of the Board of Directors of your Bank('Board') is governed by the provisions of the CompaniesAct, the Banking Regulation Act, 1949 (the BR Act'),the SEBI LODR, other applicable laws and its Articles of
Association. At the end of March 31, 2025, the Board ofyour Bank had fourteen Directors, out of which nine wereIndependent Directors, two were nominee Directors i.e. oneNominee of Bandhan Financial Holdings Limited ('BFHL')and an Additional Director appointed by the RBI, and theManaging Director & CEO and the two Executive Directors.
Mr. Partha Pratim Sengupta (DIN: 08273324)
The Board of your Bank, at its meeting held on October25, 2024, on the basis of the recommendation of the
Nomination and Remuneration Committee ('NRC') andas per the approval granted by the RBI, had approvedthe appointment of Mr. Partha Pratim Sengupta as theManaging Director and Chief Executive Officer (' MD&CEO')and Key Managerial Personnel ('KMP') of the Bank, for aperiod of three years, not liable to retire by rotation, witheffect from November 01, 2024, subject to Shareholders'approval. Accordingly, the Shareholders of the Bank, onDecember 26, 2024, have accorded their approval, viaPostal Ballot process, for appointment of Mr. Sengupta asthe MD&CEO and KMP, for a period of three years, witheffect from November 01, 2024 up to October 31, 2027, notliable to retire by rotation.
Mr. Partha Pratim Sengupta is an experienced banker,having four decades of experience i n the banking industry.He has worked in different geographies, across both retailand corporate banking. He has been groomed at State Bankof India (SBI), where he rose to the role of Deputy ManagingDirector and Chief Credit Officer of the Bank. He then tookover as Managing Director & CEO of Indian Overseas Bank(IOB).
Mr. Sengupta is a resilient and outcome-oriented leaderwho has demonstrated consistent achievement of goals.
In both his stints, at SBI and at IOB, he has leveragedtechnology and innovation for achieving business results.Mr. Sengupta has spent his career in a range of retail andcorporate branches and business. His postings includedBranch Manager roles at retail and commercial branches,Forex, Trade Finance and Credit Officer roles, RegionalManager, Deputy General Manager in Corporate CentreInternet Banking Department, General Manager MidCorporate, etc.
Between 2016 to 2018, Mr. Sengupta served as Chief General
Manager, SBI Kolkata Circle, which included the states ofWest Bengal and Sikkim and also the Union Territory ofAndaman and Nicobar Islands. In 2018, Mr. Sengupta waselevated to the rank of Deputy Managing Director and ChiefCredit Officer of State Bank of India. He was the Chairmanof the Corporate Centre Credit Committee, the highestsanctioning committee of the Bank just below the Board.He was a member of the Investment Committee, FraudManagement Committee, NPA Management Committeeand Operational Risk and Marketing Risk ManagementCommittees of the Bank. At SBI, he was a permanent inviteein the Board of SBI as DMD & Chief Credit Officer of theBank. He has also been a non-executive director on theboard of SBI's investments (YES Bank, ARCIL, among others)and IOB's joint venture (Universal Sompo Life Insurance). In2020, Mr. Sengupta was selected as Managing Director andChief Executive Officer of Indian Overseas Bank and led thebank until December, 2022.
Mr. Chandra Shekhar Ghosh, former MD&CEO of theBank, vide letter dated April 05, 2024, informed the Boardthat he would retire from the services of the Bank as theMD&CEO upon completion of his current tenure on July09, 2024, which was noted by the Board at its meeti ng heldon April 05, 2024. Accordingly, pursuant to the approvalof the RBI and on the basis of the recommendation ofthe NRC, the Board, at its meeting held on July 06, 2024,had approved the appointment of Mr. Ratan Kumar Kesh,Executive Director & Chief Operating Officer ('ED&COO'),as Interim MD&CEO and KMP of the Bank, with effectfrom July 10, 2024, for a period of three months or tillnew MD&CEO takes charge, whichever is earlier, subject toapproval of Shareholders at the ensuing AGM of the Bank.Accordingly, the Shareholders of the Bank at the 10th AGMheld on August 20, 2024 approved the appointment ofMr. Kesh as Interim MD&CEO and KMP of the Bank, witheffect from July 10, 2024, for a period of three months ortill new MD&CEO takes charge, whichever is earlier. Further,pursuant to approval of RBI and recommendation of theNRC, the Board at its meeting held on October 05, 2024approved the extension of term of Mr. Kesh as the InterimMD&CEO and KMP, for a period of one month with effectfrom October 10, 2024 or till a new MD&CEO takes charge,whichever is earlier, subject to approval of Shareholders.Subsequently, the Shareholders of the Bank on December26, 2024, have accorded their approval, via Postal Ballot
process, for extension of term of Mr. Kesh as the InterimMD&CEO and KMP, with effect from October 10, 2024 up toOctober 31, 2024, not liable to retire by rotation. EffectiveNovember 01, 2024, Mr. Kesh ceased to be the Interim
MD&CEO and continued in his role as the ED & COO of theBank, in terms of the previous approvals of the RBI, the
Board of Directors and the Shareholders of the Bank.
The RBI vide its letter dated June 24, 2024, had appointed
Mr. Arun Kumar Singh, Chief General Manager (retired),RBI, as an Additional Director on the Board of the Bank,in exercise of powers conferred to it under Section 36ABof the BR Act, for a period of one year from June 24, 2024to June 23, 2025 or till further orders, whichever is earlier.Further, the RBI vide its letter dated June 20, 2025 extendedthe term of appointment of Mr. Singh for a further periodof one year from June 24, 2025 to June 23, 2026 or tillfurther orders, whichever is earlier.
The Shareholders of the Bank, at its 7th AGM held on August06, 2021, had approved the re-appointment of Dr. Anup
Kumar Sinha as an Independent Director as well as Non¬Executive (Independent) Chairman of the Bank, for thesecond term from January 07, 2022 up to July 04, 2026,
i.e., up to the date of his attaining 75 years of age. However,the RBI had approved Dr. Sinha's re-appointment as Non¬Executive (Independent) Chairman of the Bank for a periodof three years from January 07, 2022 up to January 06,2025. Subsequently, during the FY under review, pursuantto the recommendations of the NRC and the Board, theRBI has approved the re-appointment of Dr. Sinha as theNon-Executive (Independent) Chairman on the Board ofthe Bank from January 07, 2025 till July 04, 2026.
Pursuant to the recommendations of the NRC, the Board
at its meeting held on June 27, 2025, has approved theappointment of Ms. Veni Thapar as an Additional Directorof the Bank, effective June 27, 2025 and as an IndependentDirector of the Bank, for a term of three consecutiveyears, with effect from June 27, 2025, not liable to retireby rotation, subject to approval of Shareholders at theensuing AGM, after ascertaining her fit and proper statusand independence from the management of your Bank.Pursuant to the provisions of Section 161 of the CompaniesAct, read with Regulation 17(1C) of the SEBI LODR, she willcontinue to hold office as an Additional Director of the Bank,up to the date of the ensuing AGM or upto three monthsfrom the date of her appointment, whichever is earlier.Your Bank has received a notice in writing from a memberproposing her candidature as Director on the Board ofthe Bank. Further, the Board has also recommended herappointment as an Independent Director, not liable toretire by rotation, to the Shareholders at the ensuing AGM,for a period of three years, effective June 27, 2025, by wayof Special Resolution.
Ms. Thapar, a qualified Chartered Accountant, has over 29years of extensive knowledge and experience in the fieldsof Statutory and Internal Audits, Bank Audits, GovernmentAudits, Information Systems Audit, Consultancy in Company
Law, Indirect Taxes, FEMA and RBI Matters with an abilityto handle complex and challenging assignments in the fieldof Audit, Taxation and International Taxation as a SeniorPartner in the firm, M/s. V K Thapar and Company, a well-recognised Chartered Accountants firm established in1965, which she had joined in April 1996, after completingher training with Price WaterHouse.
She is also serving as Independent Director on the boards ofother listed and unlisted companies and is a member on theBoard of Investor Education and Protection Fund Authority.She has been an Independent Director on the Boards ofBank of India for two terms, HLS Asia Limited and YokogawaIndia Limited, both Public Limited Companies and has beena member on the Board of Governors of Indian Institute ofCorporate Affairs also for two terms.
She has excellent communication skills and has been a speakerat various forums and a part of various round table and fireside deliberations, covering topics related to Indian Banks,their challenges, solutions and way forward; ReformingFinancial Institutions, preparing NBFCs for Future Challenge;Employability Matrix and Skilling New India; Roadmap for$5 Trillion Economy; Technology & Ease of Living in UrbanIndia; Challenges to brick and mortar in an online model;Auditors contribution to the financial sector and economyas a whole; Chartered Accountants Profession in the ArtificialIntelligence Era; Role of Independent Directors; Presence andupliftment of women in board positions; Work life balancefor women among other related areas with a firm convictionthat learning is a continuous process and imagination andcreativity have no boundaries while endorsing responsibleadaptability and compliance.
Ms. Thapar is a qualified Chartered Accountant, a CostAccountant from ICMA, a qualified Certified InformationSystems Auditor from ISACA (USA) and a qualified Diplomaholder in Information Systems Audit from ICAI. She is acertificate holder in International Taxation from ICAI, hascompleted the certificate programme in IT and CyberSecurity for Board Members from the IDRBT, has successfullycompleted the Online Proficiency Self-Assessment Test forIndependent Director's Database from IICA, a certificationin the IICA Valuation Certificate Programme from IICA, andhas a certification of successfully completing the DirectorsDevelopment Program from Harvard Business Publishingand EgonZehnder.
Mr. Ratan Kumar Kesh (DIN: 10082714)
In terms of the provisions of Section 152 of the Companies
Act, Mr. Ratan Kumar Kesh, ED&COO, being longest inoffice, shall retire at the ensuing AGM and being eligible,
offers himself for re-appointment.
The resolution(s) in respect of appointment(s) / re¬appointments) of the Directors, as aforesaid, have beenincluded in the Notice convening the 11th AGM of theBank. Brief profiles of these Directors, together with otherrequisite disclosures/details, have been annexed to the saidNotice. None of the Directors proposed for appointment/re-appointment, would attain the age of 75 years (for Non¬Executive Directors) / 70 years (for Executive Directors), duringthe continuation of their tenure on the Board of your Bank.
During the FY under review, following appointments/ re¬appointments were approved by the Shareholders by PostalBallot process on April 21, 2024, and December 26, 2024,and at the 10th AGM of the Bank held on August 20, 2024:
• By way of Postal Ballot approved on April 21, 2024:
(i) Appointment of Mr. Pankaj Sood (DIN: 05185378)as a Non-Executive Non-Independent Director(Nominee of Caladium Investment Pte. Ltd.) of
the Bank, with effect from February 12, 2024,liable to retire by rotation.
(ii) Appointment of Mr. Rajinder Kumar Babbar(DIN: 10540386) as Director of the Board.
(iii) Appointment of Mr. Rajinder Kumar Babbar(DIN: 10540386) as Whole-time Director,designated as Executive Director & Chief BusinessOfficer ('ED&CBO') and KMP of the Bank, for aperiod of three years, with effect from March08, 2024 up to March 07, 2027, liable to retireby rotation.
• At the 10th AGM of the Bank held on August 20, 2024:
(i) Re-appointment of Ms. Divya Krishnan(DIN: 09276201) as a Non-Executive Non¬Independent Director of the Bank (Nominee ofBFHL), being longest in office and liable to retireby rotation, retired at the 10th AGM of the Bank,and who, being eligible, had offered herself forre-appointment.
(ii) Appointment of Mr. Ratan Kumar Kesh (DIN:
10082714) as the Interim MD&CEO, anddesignated KMP of the Bank, not liable to retireby rotation, with effect from July 10, 2024, for aperiod of three months or till new MD&CEO takes
charge, whichever is earlier.
• By way of Postal Ballot approved on December 26, 2024:
(i) Extension of term of appointment of Mr. RatanKumar Kesh (DIN: 10082714) as the Interim
MD&CEO, and designated KMP of the Bank,not liable to retire by rotation, with effect from
October 10, 2024 till October 31, 2024.
(ii) Appointment of Mr. Partha Pratim Sengupta(DIN: 08273324) as a Director of the Bank.
(iii) Appointment of Mr. Partha Pratim Sengupta (DIN:
08273324) as the MD&CEO and KMP of the Bank,including remuneration, for a period of three (3)years, with effect from November 01, 2024 up toOctober 31, 2027, not liable to retire by rotation.
Mr. Chandra Shekhar Ghosh (DIN: 00342477)
Mr. Chandra Shekhar Ghosh, former MD&CEO of the Bank,vide letter dated April 05, 2024, informed the Board thathe would retire from the services of the Bank as theMD&CEO upon completion of his current tenure on July09, 2024, which was noted by the Board at its meetingheld on April 05, 2024. Accordingly, Mr. Ghosh retired asthe MD&CEO of the Bank at the close of business hourson July 09, 2024.
Mr. Pankaj Sood, Non-Executive Non-Independent Director(Nominee of Caladium Investment Pte. Ltd.), vide letterdated December 13, 2024, informed the Board his decisionto step down from the position of Non-Executive Nominee
Director on the Board of the Bank and from any associatedcommittees, effective immediately. Accordingly, Mr. Sood
ceased to be the Director of the Bank with effect fromDecember 14, 2024.
Mr. Philip Mathew, Independent Director, has completed
his term of three years as an Independent Director of theBank on June 14, 2025. Accordingly, Mr. Mathew ceased to
be the Director of the Bank with effect from June 15, 2025.
Dr. A S Ramasastri, Independent Director, vide email datedJune 30, 2025, has informed his decision to resign as anIndependent Director of the Bank, with effect from theclose of business hours on June 30, 2025. Accordingly,Dr. Ramasastri ceased to be the Director of the Bank witheffect from July 01, 2025. Reason for resignation providedby Dr. Ramasastri vide his email dated June 30, 2025, is - 'Asactivities of our Trust (allamrajutrust.org) are demandingmore time from me, I will not be able to continue as anindependent director in the board of Bandhan Bank. I feelI am not in a position to devote necessary time to the roleof independent director.'. He also confirmed that there areno other material reasons for his resignation other thanprovided in his email, as mentioned above.
Dr. Aparajita Mitra, Independent Director, has completedher term of three years as an Independent Director of the
Bank on July 12, 2025. Accordingly, Dr. Mitra ceased to bethe Director of the Bank with effect from July 13, 2025.
The Board places on record its sincere appreciation for thecontributions made by Mr. Ghosh, Mr. Sood, Mr. Mathew,Dr. Ramasastri and Dr. Mitra during their tenure as Directorsof the Bank.
Necessary disclosures with regard to the aboveappointments/ re-appointments/ cessations have beenmade to the Stock Exchanges, the RBI and the Ministry of
Corporate Affairs.
During the FY under review, Mr. Partha Pratim Sengupta
was appointed as MD&CEO and KMP for a period of threeyears effective November 01, 2024.
Further, Mr. Chandra Shekhar Ghosh ceased to be MD&CEOand KMP of the Bank on the close of business hours onJuly 09, 2024, upon completion of his tenure, and Mr. RatanKumar Kesh, ED&COO, held the office of interim MD&CEOand KMP of the Bank from July 10, 2024 till October31, 2024.
Accordingly, as on March 31, 2025, Mr. Partha PratimSengupta, MD&CEO; Mr. Ratan Kumar Kesh, ED&COO;Mr. Rajinder Kumar Babbar, ED&CBO; Mr. Rajeev Mantri,Chief Financial Officer; and Mr. Indranil Banerjee, CompanySecretary of the Bank were the KMPs of the Bank, as per theprovisions of the Companies Act and rules made thereunder.
The Board met twenty-three times during the FY under
review i.e., on April 05, 2024; April 06, 2024; May 15, 2024;May 17, 2024; June 26, 2024; July 06, 2024; July 15, 2024;July 24, 2024; July 26, 2024; August 23, 2024; September20&21, 2024; September 26, 2024; October 05, 2024;October 22, 2024; October 23, 2024; October 25, 2024;November 19, 2024; December 24, 2024; January 29, 2025;January 31, 2025; February 27, 2025; February 28, 2025 andMarch 01, 2025. The details of the Board meetings heldduring the FY, attendance of Directors at the meetings,and other details have been provided separately in theReport on Corporate Governance forming part of thisReport, enclosed as Annex - 4.
Your Bank currently has the following ten Board Committees:
1. Audit Committee of the Board (ACB);
2. Nomination & Remuneration Committee of the Board(NRC);
3. Stakeholders' Relationship Committee of theBoard (SRCB);
4. Risk Management Committee of the Board (RMCB);
5. IT Strategy Committee of the Board (ITSCB);
6. Customer Service Committee of the Board (CSCB);
7. Corporate Social Responsibility and SustainabilityCommittee of the Board (CSR&SCB);
8. Committee of Directors (COD);
9. Special Committee of the Board for Monitoring andFollow up of cases of Frauds (SCBMF) [formerly namedSpecial Committee for Monitoring High-Value Frauds];
10. Review Committee of the Board for Declaration of
Wilful Defaulters.
The details with respect to the composition, terms ofreference, numbers of meetings held, attendance ofmembers, etc., of these Board Committees are providedin the Report on Corporate Governance forming part ofthis Report.
Additionally, meeting(s) of Independent Directors, without
the attendance of non-independent directors and membersof management, were also held during the FY underreview. The details of such meeting(s) have been provided
separately in the Report on Corporate Governance formingpart of this Report.
The Bank has received necessary declarations from allthe Independent Directors under Section 149(7) of theCompanies Act and Regulation 25(8) of the SEBI LODR thatthey meet the criteria of independence laid down underSection 149(6) of the Companies Act read with allied Rules,and Regulation 16(1 )(b) of the SEBI LODR, respectively.The Board has reviewed the disclosures of independencesubmitted by Independent Directors and is of the opinionthat the Independent Directors of the Bank fulfil theconditions specified in the Companies Act and the SEBILODR, and are independent of the management. In theopinion of the Board, all the Independent Directors possessrequisite expertise, experience, integrity and proficiency asrequired under the applicable laws and policies of the Bank.
The details of the familiarisation programme(s) for theIndependent Directors of the Bank have been provided
Pursuant to recommendation of the NRC, the Board has
framed the 'Performance Evaluation Policy for the Board,Committees, Non-Independent/ Whole-time Directorsand Independent Directors' (the 'Board PE Policy'), in
accordance with the relevant provisions of the CompaniesAct, the SEBI LODR and SEBI Guidance Note on Board
Evaluation. In terms of the Board PE Policy, performanceevaluation of the Board and its Committees, Chairmanand individual Directors are done on various parameters.Parameters for the Board include various aspects, such as,structure, meetings, appointments, agenda, discussions,evaluation of risks, strategy, governance and compliance,conflict of interest, etc.
Parameters for Board Committees include various aspects,such as, meetings, effectiveness, agenda, discussion anddissent, minutes, etc.
Parameters for the Directors include various aspects, suchas, knowledge and competency, integrity, functioning,commitment, contribution, attendance, initiative,teamwork, communication, corporate governance, updates,etc., and in case of Independent Directors, additionalparameters include fulfilment of the independence criteriaand their independence from the management.
The evaluation process has been carried out electronically.The Board of Directors have undertaken the evaluation ofIndependent Directors, excluding the Independent Directorbeing evaluated. Similarly, Independent Directors havedone the evaluation of the Board as whole, Non-ExecutiveChairman and Non-Independent Directors including the MD& CEO and Executive Directors. The members of respectiveBoard Committees have done performance evaluationof respective Committees. Thereafter, the IndependentDirectors at their meeting held on July 16, 2025, basedon the performance evaluation carried out electronically,reviewed the performance of Non-Independent Directors,Non-Executive Chairman, Managing Director & CEO,Executive Directors and Board as a whole. Further, theBoard at its meeting held on July 18, 2025, based on thesummary report of performance evaluation carried outelectronically for Directors, assessed the performanceof the Directors including Chairman, Managing Director& CEO, Executive Directors, Board Level Committees andBoard as a whole and forwarded the summary report ofevaluation to the NRC for reviewing the implementationof performance evaluation.
Based on the feedback from the performance evaluationprocess, Non-Executive Chairman of the Board discusses
the same with respective Directors whereas the LeadIndependent Director discusses the same with the Non¬Executive Chairman for necessary action. The Boardevaluation provides inputs for optimising the roles andresponsibilities, quality, quantity and timeliness of flowof information between the Bank's management and theBoard. The Directors have been discharging their roles andresponsibilities as expected by the Board and as requiredunder the applicable regulatory provisions. The Boardcontinues to be duly constituted representing variousexpertise, skill sets, knowledge and qualification required
for the banking business. There was no observation duringthe performance evaluation of the previous years; and sois the case with the current year.
In addition to internal evaluation, in terms of the BoardPE Policy of the Bank and in order to have independentassessment, with the concurrence of the Board, the NRChas approved the engagement of the Indian Institute ofCorporate Affairs ('IICA'), an external agency, to conducta comprehensive performance evaluation of Directors,Committees and the Board as a whole. The outcome ofthe overall performance evaluation exercise will be placedbefore the NRC / Board.
Appointment of Directors on the Board is guided by theprovisions of the BR Act and the guidelines/ circulars
issued by the RBI, from time to time, the Companies Actand the SEBI LODR. In view of these provisions, yourBank has adopted a 'Policy on Appointment and Fit &Proper Criteria for Directors'. In terms of this Policy, whileappointing directors, the NRC/ Board considers fit andproper criteria, various skill sets, professional knowledge,practical experience, integrity, gender diversity andadditionally, status of independence in case of IndependentDirectors. The details of the same have been included inthe Report on Corporate Governance forming part ofthis Report. The Policy on Appointment and Fit & ProperCriteria for Directors is reviewed on an annual basis andaccordingly, the Policy was reviewed by the Board on therecommendations of the NRC during the FY, and certainchanges with regard to sourcing of candidates has beenmade. The Policy is available on your Bank's website at:httDs://bandhanbank.com/DdfViewerJS/index.html#../sites/default/files/2025-01/Policv-on-ADDointment-and-Fit-ProDer-Criteria-for-Directors.Ddf.
Your Bank has formulated and adopted a comprehensive'Compensation Policy' for its Directors, Key ManagerialPersonnel and Employees, in terms of Section 178 ofthe Companies Act, read with the relevant Rules madethereunder, Regulation 19 of the SEBI LODR and theguidelines/ circulars issued by the RBI, in this regard, fromtime to time. The details of the same have been includedin the Report on Corporate Governance forming part ofthis Report. The Compensation Policy is reviewed on anannual basis and accordingly, the Policy was reviewed bythe Board on the recommendation of the NRC with oneaddition relating to deferred variable cash pay. The updatedCompensation Policy of your Bank is available on yourBank's website at: httDs://bandhanbank.com/DdfViewerJS/index.html#../sites/default/files/2025-01/Compensation-Policv.pdf.
As on March 31, 2025, your Bank had 75,032 employees. The
information with regard to the remuneration of directors andemployees of the Bank, as required under Section 197(12)
of the Companies Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, forms part of this Report as Annex - 2.
The statement containing names of top ten employeesin terms of remuneration drawn and the particularsof employees as required under Section 197(12) of theCompanies Act read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, forming part of this report, is available forinspection during business hours up to the date of theensuing AGM in terms of Section 136 of the Companies Actand any member interested in obtaining a copy of the samemay send request to the Company Secretary.
Your Bank has instituted Employees Stock Option Scheme('ESOP'), i.e., Bandhan Bank Employee Stock OptionPlan Series 1 ('ESOP Scheme') to enable its employeesto participate in your Bank's future growth and financialsuccess. Your Bank provides its employees with a platformfor participating in important decision making and instillinglong-term commitment towards the future growth of yourBank by way of rewarding them through stock options. ESOPScheme of your Bank is in compliance with the provisionsof the SEBI (Share Based Employee Benefits and SweatEquity) Regulations, 2021 ('SEBI SBEBSE') and no changehas been made therein during the FY under review. TheESOP Scheme is administrated by the NRC. In terms of theESOP Scheme, the Options would vest not earlier than oneyear and not later than four years from the date of grantas decided by the NRC/ Board. The Options granted shallbe equally vested over four years. The exercise period shallbe a maximum of five years from the date of the respectivevesting of Options. Since your Bank has been allotting freshequity shares upon exercise of Options, the source of theshares is of primary issuance.
I n terms of the Compensation Policy of your Bank and theShareholders' approved ESOP Scheme, fresh grants havebeen made during the FY under review to the eligible
employees. Except the Whole-time Directors, none ofthe Directors were granted stock options under the ESOPScheme during the FY under review. The informationpertaining to the ESOP Scheme as prescribed under the
SEBI SBEBSE is available on the website of your Bank athttps://bandhanbank.com/annual-reports.
Further, as required under the SEBI SBEBSE, a certificate
from the Secretarial Auditor of the Bank certifying that yourBank has implemented the ESOP Scheme in accordancewith the applicable provisions of the SEBI SBEBSE andresolution(s) passed by Shareholders, will be made availableelectronically during the AGM.
Being a banking company, the disclosures required as perRule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014,read with Sections 73 and 74 of the Companies Act, are
not applicable to your Bank. The details of the depositsreceived and accepted by your Bank, as a banking company,are enumerated in the Financial Statement for the FinancialYear ended March 31, 2025, and forms part of this AnnualReport for FY 2025.
Your Bank has put in place extensive internal controlsand processes that are commensurate with the size andscale of the Bank to mitigate Operational and other alliedrisks, including centralised operations and 'segregation ofduty' between the front and back-office. The front officeunits usually act as customer touchpoints and sales andservice outlets while the back-office carries out the entireprocessing, accounting and settlement of transactions inyour Bank's core banking system. The policy framework,definition and monitoring of limits is carried out by variousmid-office and risk management functions.
Your Bank has set up various executive-level committeeswith participation from various business and controlfunctions that are designed to review and overseematters pertaining to capital, assets and liabilities,business practices and customer service, operational risk,information security, business continuity planning andinternal risk-based supervision among others.
The second line of defence functions set standards andlay down policies and procedures by which the businessfunctions manage risks, including compliance withapplicable laws, compliance with regulatory guidelines,adherence to operational controls and relevant standardsof conduct. At the ground level, your Bank has a mix ofpreventive and detective controls implemented throughsystems and processes, ensuring a robust framework inyour Bank to enable correct and complete accounting,identification of outliers (if any) by the managementon a timely basis for corrective action and mitigatingoperational risks.
Your Bank has a Compliance Department, whichindependently tracks, reviews and ensures compliance
with regulatory guidelines and promotes a complianceculture in the Bank. The Compliance Department assiststhe Board and Top/ Senior Management in managing thecompliance risk of your Bank. The Compliance Departmentensures that overall business of your Bank is conducted instrict adherence to the guidelines issued by the RBI andother regulators, various statutory provisions, standardsand codes prescribed by FEDAI, FIMMDA, etc., by evaluatingthe products/ processes, guiding busi ness departments onthe various regulatory guidelines with a special emphasison better understanding of the perspective. It closelyworks with operational risk and internal audit functionsand monitors various activities of your Bank with moreemphasis on active risk management.
As the focal point of contact with the RBI and otherregulatory entities, the Compliance Department evaluatesthe adequacy of internal controls and examines anysystemic correction that is required, based on its analysisand interpretation of regulatory guidelines and deviationsobserved during monitoring and testing. Your Bank hasa robust Anti Money Laundering (AML) framework andtools to manage the AML risk. It periodically apprises Top/Senior Management, the ACB and the Board on compliancelevels, based on the changes in the external regulatoryenvironment. The Compliance Department submits thecompliance report to the ACB at regular intervals providingthe compliance status with the laws/rules and regulationsapplicable to your Bank.
Your Bank has an Internal Audit Department ('IAD')that acts as a third line of defence and is responsible forindependently evaluating the adequacy and effectivenessof internal controls, risk management, governance systemsand processes and is manned by appropriately qualified andexperienced personnel.
This department adopts a risk-based audit approachand carries out internal and concurrent audit of variousfunctions in your Bank, in order to independently evaluatethe adequacy and effectiveness of internal controlson an ongoing basis and proactively recommendingenhancements thereof. The IAD, during the course ofaudit, also ascertains the extent of adherence to regulatoryguidelines, legal requirements and operational processesand provides timely feedback to the management forcorrective actions. A strong oversight on the operations isalso kept through off-site monitoring by use of data analyticsand to detect outliers (if any) and alert the management fordue corrective action, wherever warranted.
IAD further ensures that independent checks and balancesare in place, and that laid down policies and proceduresare followed and recommendations for improvements inprocesses and systems controls are suitably adhered to.
For review of effectiveness of controls, significant audit
findings along with corrective and preventive action taken
by your Bank are placed before the ACB periodically anddirections, if any, given by the ACB are tracked closely for
suitable closure in a time bound manner.
The Internal Audit team and the Compliance team undergoregular training both in-house and external to equip themwith the necessary knowhow and expertise to carry outthe function.
To maintain the independence of these departments, theperformance evaluation of the Chief Compliance Officer('CCO') and the Chief Audit Executive ('CAE') are carried outby the ACB. The Audit function is also subject to periodic
external assurance reviews. Your Bank has always adheredto the highest standards of compliance and has put inplace appropriate controls and risk measurement and riskmanagement tools to ensure a robust compliance andgovernance structure.
Your Bank also engages external auditors/ firms to carryout independent review of internal controls, processes,reporting, etc., and accordingly recommendations, if any,are made by them to your Bank/ the ACB for improvement.Considering the internal financial controls of the Bank, andthe work performed by the auditors, including the audit ofinternal financial controls over financial reporting by theauditors and the reviews performed by management underthe supervision of the ACB, the Board of Directors is of theopinion that the internal financial controls established andmaintained by your Bank are adequate.
Related Party Transactions that were entered, during theFY under review, were on an arm's length basis and were inthe ordinary course of business, pursuant to the approvalof the ACB. There were no materially significant relatedparty transactions during the FY, which could lead topotential conflicts with the interests of your Bank. Omnibusapproval is obtained from the ACB for the related partytransactions, which are of repetitive in nature as well as forthe normal banking transactions that cannot be foreseen.Further, approval of the ACB is sought for all the relatedparty transactions, as applicable, except two related partytransactions for renewal of lease amounting to less thanT15 lakhs, which were ratified by the ACB during the FY. Thequarterly updates on the details of transactions with therelated parties, are placed before the ACB. In terms of theprovisions of Regulation 23 of the SEBI LODR, the approvalof Shareholders was obtained at the 10th AGM of the Bankfor material related party transactions with the promoterentities, i.e., Bandhan Financial Holdings Limited, BandhanFinancial Services Limited, Financial Inclusion Trust, andNorth East Financial Inclusion Trust for the FY 2025 andup to the 11th AGM of the Bank for banking transactionsat arm's length and in the ordinary course of the bankingbusiness of the Bank. However, in terms of the amendedprovisions of Regulation 23 of the SEBI LODR, acceptance
of current account deposits and saving account depositsby banks in compliance with the directions issued by the
RBI has been exempted from related party transactions, inaddition to acceptance of fixed deposits.
In terms of the definition of Related Party under the SEBILODR, the promoter and members of the promoter group
of the Bank are considered as Related Parties. Accordingly,the following entities forming part of the promoter andpromoter group, are related parties of the Bank:
(a) Bandhan Financial Holdings Limited (Promoter entity)
(b) Bandhan Financial Services Limited (Promoter entity)
(c) Financial Inclusion Trust (Promoter entity)
(d) North East Financial Inclusion Trust (Promoter entity)
(e) Bandhan Konnagar (Promoter Group)
(f) Bandhan Mutual Fund (Promoter Group)4
(g) Bandhan AMC Limited (Promoter Group)
(h) Bandhan Mutual Fund Trustee Limited (Promoter Group)
(i) Bandhan Investment Managers (Mauritius) Limited(Promoter Group)
(j) Quadra Medical Services Private Limited(Promoter Group)
(k) Quadra Hospital And Medical Services PrivateLimited (Promoter Group)
(l) Gamma Spect - Imaging & Diagnostic Centre PrivateLimited (Promoter Group)
(m) Quadramedical Research & Foundation PrivateLimited (Promoter Group)
(n) Bandhan Life Insurance Limited (Promoter Group)
(o) Genisys Information Systems (India) Private Limited
(Promoter Group)
(p) Genisys Software Ltd, UK (Promoter Group)
(q) Genisys Software Ltd., USA (Promoter Group)
(r) Unnayan Enterprises Private Limited
(Promoter Group)5
Related Party Transactions, which is reviewed on an annualbasis and the Policy was reviewed by the Board on therecommendation of the ACB, with certain amendmentsincluding amendments to align with the regulatory changesin SEBI LODR. The Policy is available on your Bank's website:https://bandhanbank.com/pdfViewerJS/index.html#../sites/default/files/2025-02/Policv-on-Dealino-With-Related-Partv-Transactions.pdf.
In terms of the provisions of Section 186(11) of theCompanies Act, nothing contained in Section 186 of theCompanies Act, except sub-section (1) thereof, shall apply
to any loan made, any guarantee given or any securityprovided or any investment made by a banking company inthe ordinary course of its busi ness. However, the particularsof investments made by your Bank are disclosed in the
Financial Statement for the FY 2025, as per the applicableprovisions of the BR Act.
Your Bank has adopted the Board approved Vigilance Policyand Whistle Blower Policy, as required under Section 177of the Companies Act, Regulation 22 of the SEBI LODR andapplicable circulars issued by the RBI. The policies aim atputting in place a detailed Protected Disclosure Mechanismbased on RBI directions ("Protected Disclosures Scheme forPrivate Sector and Foreign Banks").
These Policies aim to provide an avenue to raise concerns onEthical, Legal or Regulatory violations and promptly addressingthem while assuring the confidentiality and protection ofthe Whistle Blower against any form of retaliation. YourBank is committed to conduct all its business operations andtransactions by maintaining highest ethical, moral and legalstandards. The complaints/ disclosures under the Schemecovers the areas such as corruption / malpractices, misuse ofoffice, criminal offences, suspected/ actual fraud, failure tocomply with existing rules and regulations, where such actsresult in financial loss/ operational risk, loss of reputation,etc., which may be detrimental to the interest of your Bank,its depositors and the public.
Your Bank promotes and makes available at all times, aClean, Open and Transparent workplace, wherein businesstransaction, professionalism and productivity are seen ashallmarks of business practice. Your Bank is also committedto conduct all its business operations and transactions bymaintaining highest ethical, moral and legal standards.
Your Bank encourages its employees, all stakeholders andmembers of general public, who have concerns aboutsuspected misconduct, to come forward and express these
concerns without fear of retaliation or unfair treatment.The Whistle Blower Policy provides adequate safeguards
against the victimisation of the Directors and employeeswho avail this mechanism and ensures that the personnelget direct access to the Chairman of the ACB. None of theBank's personnel has been denied access to the ACB.
The said Policies are available on your Bank's websiteat https://bandhanbank.com/pdfViewerJS/index.htm[#../sites/defau[t/fi[es/2025-07/Whistie-B[ower-Poiicv-22072025.pdf and https://bandhanbank.com/DdfViewerJS/index.html#../sites/default/files/2025-07/Vigilance-Policv-22072025.pdf.
During the FY 2025, no significant or material orders werepassed by any Regulators or Courts or Tribunals against yourBank impacting its going concern status and operationsin future.
In terms of the 'Guidelines for Appointment of StatutoryCentral Auditors (SCAs)/Statutory Auditors (SAs) ofCommercial Banks (excluding RRBs), UCBs and NBFCs(including HFCs)' dated April 27, 2021 ('RBI Guidelineson Auditors') issued by the RBI, banks shall appoint theStatutory Auditors for a continuous period of three years,subject to the audit firms satisfying the eligibility normseach year and the approval of the RBI on an annual basis.Further, in terms of the RBI Guidelines on Auditors and yourBank's Po[icy for Appointment of Statutory Auditors, it isrequired to appoint two Statutory Auditors. Accordingly,the Members of the Bank, at the 10th AGM held on August20, 2024, had approved the appointment of M/s. V SankarAiyar & Co., Chartered Accountants (ICAI Firm RegistrationNo. 109208W), as the Joint Statutory Auditors of theBank for a period of three years, to hold office from theconclusion of the 10th AGM until the conclusion of the13th AGM of your Bank to be held in 2027. M/s. V SankarAiyar & Co., Chartered Accountants is holding the office ofStatutory Auditors along with M/s. Singhi & Co., CharteredAccountants (ICAI Firm Registration No. 302049E), who willhold office till the conclusion of the 11th AGM.
Therefore, your Bank is required to appoint one more
audit firm to act as its Joint Statutory Auditors in place ofretiring auditors, M/s. Singhi & Co., Chartered Accountants.Accordingly, on the basis of recommendation of the ACB,the Board of Directors has recommended the appointmentof M/s. V. Singhi & Associates, Chartered Accountants (ICAIFirm Registration number 0311017E), as Joint StatutoryAuditors of the Bank, for a period of three years to holdoffice from the conclusion of the 11th AGM until theconclusion of the 14th AGM of the Bank, for the approval ofthe shareholders at the ensuing AGM, subject to approvalof RBI on an annual basis. Approval of RBI has been receivedfor appointment of M/s. V Sankar Aiyar & Co., CharteredAccountants and M/s. V. Singhi & Associates, Chartered
Accountants as the Joint Statutory Auditors of the Bank forthe FY 2026 for their second year and first year, respectively.
The Independent Auditor Report, given by the Joint
Statutory Auditors on the financial statement of yourBank for the financial year ended March 31, 2025, formspart of this Annual Report. There has been no qualification,reservation, adverse remark or disclaimer given by the JointStatutory Auditors in their Report. Also, no offence of fraudwas reported by the Joint Statutory Auditors of your Bankunder Section 143(12) of the Companies Act read with Rule13(3) of the Companies (Audit and Auditors) Rule, 2014.
Pursuant to the provisions of Section 204 of the Companies
Act and Regulation 24A(1) of the SEBI LODR, the Board hadappointed CS Hansraj Jaria, Practising Company Secretary(FCS No.: 7703, C.P No.: 19394), as the Secretarial Auditorto conduct Secretarial Audit of the Bank for FY 2025.Accordingly, the Secretarial Audit Report for FY 2025is enclosed to this Report as Annex - 3. There is noqualification, reservation, adverse remark or disclaimer inthe Secretarial Audit Report. Further, no offence of fraudwas reported by the Secretarial Auditor of your Bank underSection 143(12) of the Companies Act read with Rule 13(3)of the Companies (Audit and Auditors) Rule, 2014.
Further, pursuant to the recommendation of the ACB,
the Board of Directors of the Bank has approved andrecommended the appointment of M/s. Makrand M. Joshi& Co., Company Secretaries (ICSI Firm Registration Number:P2009MH007000), as Secretarial Auditor of the Bank, fora period of five consecutive years, i.e., with effect fromApril 01, 2025 to March 31, 2030 for the approval of theshareholders at the ensuing AGM, in terms of the provisionsof the Regulation 24A of the SEBI LODR and Section 204 ofthe Companies Act.
The resolution in this regard is being proposed at ensuingAGM for approval of the Members.
In terms of the provisions of Section 148(1) of the
Companies Act read with Rule 3 of the Companies (CostRecords and Audit) Rules, 2014, your Bank is not required
to maintain cost records and accordingly, is not required toundergo cost audit.
Corporate Governance is based on the principles ofconducting business with integrity, fairness and being
transparent in all transactions, making necessarydisclosures. Decisions are made in compliance with thelaws of the land, with full accountability and responsibilitytowards the stakeholders, and a commitment to conductingall business in an ethical manner. Your Bank is committed toachieving the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements
set by the regulators. A separate section on CorporateGovernance standards followed by your Bank and therelevant disclosures, as stipulated under the SEBI LODR,
the Companies Act and rules made thereunder, forms partof this Report as Annex - 4.
A Certificate from CS Anjan Kumar Roy, Practising CompanySecretary (FCS No.: 5684/CP No.: 4557), regardingcompliance with the conditions of Corporate Governance,as stipulated in the SEBI LODR, is annexed to the Reporton Corporate Governance, which forms part of this Report.
Annual Return
Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Companies Act, the draft Annual Returnof your Bank, in Form No. MGT-7, as on March 31, 2025, is
available on your Bank's website at https://bandhanbank.com/annual-reports. Further, the final Annual Return of your Bank,as on March 31, 2025, will be available on your Bank's websiteat the said link, upon filing of the same with the Registrar ofCompanies under Section 92(4) of the Companies Act.
Management Discussion & Analysis
The Management Discussion & Analysis Report for theFY 2025, as prescribed under the SEBI LODR, forms part of
this Report and is enclosed as Annex - 5.
Business Responsibility and SustainabilityReport
In terms of the provisions of Regulation 34(2)(f) of theSEBI LODR read with relevant SEBI circular, the BusinessResponsibility and Sustainability Report (BRSR) of your
Bank providing its performance against the nine principlesof the 'National Guidelines on Responsible BusinessConduct' ('NGRBCs'), formulated by Ministry of Corporate
Affairs, Government of India, forms part of this Report and,is enclosed as Annex - 6.
Compliance with Secretarial Standards
The Board of Directors affirms that your Bank has compliedwith the applicable provisions of the Secretarial Standardsissued by the Institute of Company Secretaries of I ndia, viz.,
SS-1 relating to Meetings of the Board and its Committees;and SS-2 relating to General Meetings.
Information under the Sexual Harassmentof Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013
Your Bank has adopted zero tolerance towards any actionon the part of any of its employees, which may fall underthe ambit of 'sexual harassment' at workplace and is fullycommitted to uphold and maintain the dignity of every
woman constituent associated with your Bank. It takes allnecessary measures to ensure a harassment free workplaceand has instituted an Internal Committee for redressal of
complaints and to prevent/ prohibit sexual harassment,in compliance with the guidelines enumerated in theSexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013. At the beginning ofthe FY under review, four complaints were pending, whichwere resolved during the FY. Further, thirty-one complaintswere received during the FY, out of which twenty-threecomplaints had been closed during the FY whereas eightcomplaints were pending at the end of the FY, which havesince been closed. None of the complaints received duringthe FY were pending for more than 90 days and all statutoryti melines were duly adhered to for the inqui ries conductedby the Internal Committee during the FY.
Conservation of Energy, TechnologyAbsorption and Foreign ExchangeEarnings and Outgo
Driven by its commitment to reduce carbon footprints,energy conservation is integral to your Bank's vision andoperations. Your Bank mandates the use of BEE StandardEnergy Efficient equipment and promotes Energy EfficientBuilding Design, adhering to the Energy ConservationBuilding Code (ECBC), in all new projects. Some of the stepsundertaken by your Bank towards conservation of energyare as under:
Smart building systems implementing energy-efficient
glass facades and advanced building management systemsto optimise energy consumption and enhance sustainability.
At banking outlets, the focus is on strict segregation and
zoning critical and non-critical areas for improving HVACefficiency, use of high-performance glass reducing glare
and heat gain, optimised window-to-wall ratios, strategicbuilding orientation, and equipment retrofitting.
• Tracking of energy usage across all levels, benchmarkingagainst international best practices at all levels andcomparing with the best international benchmarks.
• Incorporation of smart meters for energy usemonitoring and engagement with key stakeholders, atregular intervals, to drive energy conservation in theorganisation culture;
• Adoption of cutting-edge technologies in HVAC andinductive equipment, such as variable frequency drives
(VFDs) and systems with improved IKW (input kilowattper ton), to enhance energy efficiency;
• Lighting: Incorporation of 100 per cent. LED for lighting,
daylight harvesting, timed illumination of signagethrough central monitoring system. Natural daylightutilisation is encouraged in your Bank's premises;
• Daily operations and usage: Implementing energy¬saving practices through basic hygiene practices onenergy usage through occupancy sensors, zoning ofelectrical circuits and master switches for premises.
In the recent past, your Bank has put up three megaCurrency Chests with five-star energy ratings;
• Water Conservation: Implementing ground waterrecharge through rain water harvesting in upcomingprojects, volume flow controls at sinks, water recyclingthrough STPs;
• Employee Awareness: Increased employee training andawareness programs related to energy conservation.
Feasibility studies are being done for commencing the
installation of solar panels on the rooftops of selectbranches and administrative buildings, with a target ofachieving a significant percentage of your Bank's energyneeds from solar power by the end next FY.
In today's rapidly evolving financial landscape, InformationTechnology (IT) continues to play a pivotal role in redefining
the future of banking. Your Bank remains steadfast in itscommitment to leverage cutting-edge technologies to
deliver enhanced customer experiences, drive operationalexcellence, and ensure robust security in an increasinglydigital ecosystem. Over the past year, your Bank had madesignificant strides in its digital transformation journey, with
focused investments and strategic initiatives that havebolstered efficiency, innovation, and sustainable growth.
Your Bank had continued to enhance its digital offerings,ensuring secure and seamless banking experiencesfor its customers. Noteworthy advancements during
the FY include:
• Neo FD: Enabled customers to remotely open FixedDeposit accounts through a video KYC process.
• QR based Loan Repayment: Introduced unique QR codesfacilitating direct loan EMI payments for EEB customersvia any UPI app.
• Trade Finance CBS Product Processor (FCY): Launched
a comprehensive platform for handling export/import
transactions and cross-border remittances.
• Contactless Transactions: Enabled contactlesspayments on Bandhan Bank POS terminals using itsdebit cards.
• Transaction Monitoring: Strengthened real time digitaltransaction monitoring.
To streamline operations and reduce manual dependencies,your Bank implemented Robotic Process Automation
across key functions. This initiative had resulted in fasterprocessing, improved accuracy, and allowed employees tofocus on higher-value tasks.
As cybersecurity remains a top priority, your Bank had madesubstantial enhancements to its security infrastructure,
ensuring greater resilience against evolving threats. Keyinitiatives included:
• Deployment of advanced anti-malware solutions.
• Strengthened access controls for the Core BankingSystem (CBS) through Identity and Access Management
(IDAM).
• Implementation of an application monitoring tool forproactive alerts and issue resolution.
• Rollout of Endpoint Detection and Response (EDR) for
advanced endpoint protection.
• On-premise implementation of DDoS protection tosafeguard perimeter security.
Your Bank introduced several customer-focused technology
solutions to improve engagement and expand accessibility:
• Launched QR code-based EMI collections from
microfinance customers.
• Implemented an Enterprise-Wide Loyalty &Rewards Management Platform (EWLP) to drivecustomer retention and engagement by centralisingreward programs.
• Secured authorisation to open pension accountsfor central civil and railway retirees, includingintegration with the Jeevan Pramaan portal for lifecertificate submissions.
• Enabled direct payment of Income Tax and GST throughnet banking, debit cards, and UPI.
• Rolled out regulatory SMS notifications to inform DPD
(Days Past Due) customers about credit data submissionto credit information companies (CICs).
During the FY 2025, total foreign exchange earned by your
Bank was 733.51 crore (on account of net gains arising onall exchange / derivative transactions) and the total foreignexchange outgo was 79.59 crore towards the operating andcapital expenditure requirements.
In a rapidly evolving financial landscape, your Bank has beenfocused towards building an Organisation that thrives ondiversity, inclusivity, fostering innovation and communityconnection. This is reflected in the wide base of 75,032employees based across 6,351 banking outlets and officesas on March 31, 2025.
FY 2025 has been a transformative year for your Bank,marked by implementing key reforms and strategicinitiatives aligned with its Organisation Values thatprioritise on a human- centric approach.
• Your Bank in FY 2025 has promoted 7,767 employees
in recognition of their performance, initiative and
leadership demonstrated in their current role andelevated more than 2,000 employees.
• Your Bank doubled down on "Hire from within" this year,
reflecting its belief that its people are the strongestfoundation for growth. Your Bank scaled up its InternalJob Posting (IJP) platform, inviting staff to apply for newroles and career paths internally.
• Your Bank forged strong campus-to-career pathways tobring fresh talent into Bandhan Bank ensuring a steadyinflux of skilled professionals. Empowering youngprofessionals to build a stable and rewarding careerin the financial field, your Bank visited 34 top Premierinstitutes and selected 133 young students offeringdynamic career opportunities and creating robust talentpipeline - from interns to full-time bankers.
• Your Bank in FY 2025 has focused in implementing
strategies fostering a sense of community, promoting aculture of inclusivity with enhanced team collaboration,camaraderie, and overall employee well-being. During theFY under review, your Bank organised Football and Crickettournaments across 10 and 5 states respectively engaging2000+ employees who participated across locations.
• Your Bank in FY 2025, conducted a follow up surveyin continuation to the employee engagement survey
with Gallup in 2022. In 2024 survey, your Bank hasoutperformed with an even better score of 4.56 outof 5 with an improved level of employee participation.Your Bank has also been recognised with the GallupExceptional Workplace award 2025.
The above implemented initiatives portray your Bank'scommitment to cultivate a resilient, future-readyorganisation built on strong internal bonds.
Employees' Learning and Development ('L&D'):
For the FY 2025, your Bank has taken a quantum leap inbuilding the Learning and Development proposition for
its employees. Your Bank has developed programs toequip employees with the necessary skillset, mindset and
knowledge to enable them to meet the challenges of arapidly changing banking industry.
This year, your Bank has focused on building employee
competencies and focused on key strategic imperativessuch as:
• Initiatives on Compliance adherence and risk mitigation
• Initiatives on Customer service excellence and grievance
redressal mechanisms
• Initiatives on Slippage control and recovery management
• Initiatives on Cross Selling and portfolio growth.
Apart from the above, the L&D team has focused onbehavioral learning interventions to strengthen theLeadership pipeline. These include the following:
• Bespoke Leadership development interventions throughISB (Indian School of Business) for our CXO's/ Top and
Senior management critical role (80) holders.
• Leader as a Coach for 85 of Senior management employees
• Women Leadership development journey, called'Bandhan for Her' for 44 DVPs and above. This is in linewith our focus on Diversity Equity and Inclusion.
• Several behavioral interventions based on the needs ofspecific audiences- Leading Self for Junior management/Leading Others for Middle and Leading Managers forTop management.
• A lean six sigma green belt intervention for process
excellence was also piloted with impact on multipleongoing projects.
Capacity Building and External Training Programs:
Employee capacity building initiatives are the toppriorities for your bank, and during the course of the FY,5,689 employees participated in various external capacitybuilding programs.
In order to broaden the scope of capacity building for itsemployees, your Bank has invested in a world class E-learningservice provider called Linkedin Learning. This will provideSenior Managers and above access to over 24,000 learningresources at the comfort of their workstations.
Key L&D Metrics to drive learning & development
initiatives in your Bank during the FY under review areenumerated below:
• 3 million learning hours achieved during the FY, a growthof 14 per cent. from the previous FY.
• Per employee learning hour stood at 34 hours of training
in this FY.
• During FY 2025, 99.6 per cent. employees participated
in at least one training program
• Total training coverage across all formats (Internal/External/E-Module) reached 7,67,756 hours, which is a71 per cent. increase from the previous year.
• Digital learning penetration among employees grewsubstantially in FY 2025. Logins on the Learning
Management System (Bandhan Edge) reached 12,60,879by March 2025, marking a notable increase of 50 percent. from the previous year.
Digitalisation in HR has been a strategic initiative aimedat enhancing our talent acquisition, development, andmanagement capabilities. This has enabled your Bankto improve efficiency, reduce manual administrativetasks, and focus more on strategic initiatives that driveorganisational growth.
Through HRMS, your Bank hosts all employee life cycle
journeys and self-service activities allowing ease ofaccess for routine transactions such as attendance, leavemanagement, travel, performance management, queryresolutions, alumni portal, etc. It is also a knowledgerepository on your Bank's policies, processes andpersonal records.
Employee Health and Wellness
Your Bank considers its employees as its most valuableassets and has therefore always remained proactive in
carefully reviewing the Health & Wellness quotient. Tofacilitate quick medical attention for employees in medicalemergencies, your Bank has tie-ups with hospitals in key
locations across the country. Various Health awarenessprograms were planned like Prevention of Diabetes, Pain& Palliative Care, etc. Additionally, to promote Staff Safety,regular health camps and training workshops on First Aid &CPR were also arranged.
Your Bank celebrates the gift of parenthood andundertakes several initiatives to support its employees asthey take on new responsibilities as parents. In line withthe Maternity Benefit Act, 1961, female employees areeligible for maternity leave of 26 weeks. Your Bank alsoprovides adoption leave to women employees. Your Bank isin compliance with the provisions of the Maternity BenefitAct, 1961.
Paternity leave of 5 days was introduced beyond regularprivilege leave to promote gender equality and enable maleemployees to support during childbirth.
As one of the measures to encourage employees to stayhealthy, your Bank has a policy on Employee Health Check¬up. Your Bank sponsors the health check-up for employees
at senior and top management grades. Other employeescan avail the services at discounted rates.
B Well Digi Care Plan is an assimilation of all health benefitsoffered to employees under one roof, knit together bystate-of-the-art technology and 24/7 customer support.The platform offers free online medical consultations andfacilitates medicine deliveries, diagnostics services, therebyensuring accessible healthcare solutions. Other servicesinclude discounted Dental/Eye Consultations & Procedures,Discounted Gyms and Fitness Services including Yoga,Zumba, etc., fully sponsored IPD Assist - Post Dischargeonline care & doctor consultations and Health Assessment.A wealth of online wellness resources & health articles isalso available in the Wellness Platform.
Your Bank adhere to all applicable Statutory and Regulatorylaws and guidelines in their true spirit and stay updatedwith the changing dynamics of the laws. Your Bankensures all statutory payments are timely remitted to therespective authorities and required compliance recordsare meticulously maintained. All necessary returns anddisclosures are furnished to the relevant authorities in atimely manner according to the provisions of law.
The Code of Conduct and Ethics ('Code') articulates yourBank's commitment to conduct business in accordancewith the highest ethical standards and in compliance with
all applicable laws, rules and regulations. At Bandhan Bank,ethical behaviour is inseparable from honesty, integrity andgood judgment. Accordingly, all employees are required tofollow the Code and act with a high degree of professionaland ethical standards.
Your Bank has a Discipline & Ethics Management team,which takes multiple initiatives to foster ethical businessstandards, such as dissemination of circulars sensitising
employees, awareness on the consequences of indulgingin misconducts/malpractices, releasing various posters,emailers, HRMS campaigns, sharing of case studies, etc.
Your Bank has an independent and robust risk managementframework which effectively addresses both financial andnon-financial risks. Risk Management at your Bank includesrisk identification, risk assessment, risk measurementand risk mitigation which stands at its core to createmaximum value for shareholders, clients, employees, andcommunities. Your Bank has policies and procedures tosystematically measure, assess, monitor, and manage risksacross all its portfolios.
Your Bank is committed to creating an environment of risk
awareness at all levels. Your Bank's view on risk is dynamicand it aims at constantly upgrading controls and securitymeasures, including cyber security measures, to avoid or
mitigate various risks. The ability to manage risk is stronglysupported by a strong risk conduct and risk aware culture.Further, Risk transparency is fostered through reporting,
disclosure, sharing of information and open dialogue on therisks arising from various activities across the Bank.
Your Bank has an independent Risk Governance Structure,which is in line with industry best practices, that has beenput in place to separate duties and ensure the independenceof Risk Measurement, Monitoring and Control functions.This framework visualises the empowerment of BusinessUnits at the operating level, with technology being the keydriver, enabling the identification and management of riskat the place of origination. Your Bank's Risk ManagementDepartment is responsible for setting up the appropriate
risk control mechanism to quantify and monitor risks in
timely manner.
To address various risks that your Bank faces in its business,it has established a risk appetite framework whichdefines the levels and types of risk that are acceptableand within its defined risk capacity. The framework isdefined with the goal of aligning risk taking with yourBank's strategy, business and capital plans. Furthermore,risk-specific policies, limits and triggers are implementedto operationalise the appetites at enterprise level forenabling effective monitoring and providing cushion forinitiating a timely risk mitigation plan.
The risk appetite framework is approved on an annualbasis and is a pre-cursor to the strategy of your Bank. Acomprehensive dashboard that shows all the risks that yourBank carries at any given time is provided by the Risk Profile,
which is a component of the Risk Appetite Framework. Itlinks goals and priorities to risk management in a way thatempowers employees to serve customers well and meetfinancial targets. Your Bank has a quarterly risk appetite andannual risk appetite with defined quarterly glidepath foreffective monitoring along with a well-defined Governanceframework for better efficacy.
Risk culture is a set of norms, and behaviours related toawareness, management, and controls of risks. In your Bank,risk culture is at the centre of both the risk managementframework and risk management practice. The desired riskculture behaviours are aligned to your Bank's core valuesthus forming an effective basis for risk culture since theseare used for performance management, recruitment,and development.
The Board and Senior Management sets the "tone at thetop" and has a trickle-down effect on all employees. Thus,it supports a strong culture, which is defined by your Bank'sexpectations, thereby guiding how employees conduct
themselves, work with colleagues, and make decisions.Your Bank has a well-defined Whistle Blower Policy in place.
As part of its awareness campaigns, your Bank circulatesand promotes information security awareness contentsand materials through several mediums (SMS, Email,Screensaver, Circular, etc.) to cover its Board members,employees, customers, and vendors. Your Bank educatesits staff on risk management through periodic newsletters,circulars, floor-level awareness seminars, trainings,workshops, and innovative desktop screensavers.
Your Bank recognises the importance of stress testing as anintegral risk management tool. Your Bank's Stress testingincludes Scenario testing, which examines the impact of ahypothetical future state to define changes in risk factors
as also Sensitivity testing, which examines the impactof an incremental change to one or more risk factors. Inaddition to standard stress scenarios, your Bank conductsstress testing based on various themes driven by climate,macroeconomic, etc. Your Bank carries out reverse stresstesting, in order to identify circumstances that may lead tospecific, defined outcomes.
Your Bank conducts a comprehensive ICAAP exercise on
a yearly basis with respect to the adequacy of Capitalunder normal and stressed conditions. The examination ofcapital requirements under normal economic and adversemarket conditions enables your Bank to determine whether
its projected business performance meets internal andregulatory capital requirements. The assessment is toidentify, assess, and manage all risks that could potentiallyhave a significant negative impact on its business, financialposition, or capital adequacy.
The ICAAP comprises of a point-in-time assessment of
exposures and risks at the end of the FY, along with aforward-looking stress capital assessment. Your Bankalso conducts back-testing assessments as part of ICAAPprocess to assess its stress scenarios.
Your Bank's Risk Management Framework sets forth thecore principles on how it seeks to manage and governthe risk. Your Bank's comprehensive risk managementis overseen by its Board of Directors who has the overallresponsibility for your Bank's Risk Management, includingculture and governance framework. The Risk ManagementCommittee of the Board ('RMCB') assists the Board indischarging these responsibilities effectively. The RMCBannually reviews and approves your Bank's risk managementframework. The RMCB plays a crucial role in guiding thedevelopment of policies, procedures, and systems, andcontinuously evaluates their suitability and relevance tothe evolving business landscape. The RMCB also overseesthe Risk Management Department ('RMD') and the ChiefRisk Officer ('CRO') reports functionally to the RMCB. TheRMCB meets the CRO on one-to-one basis, without thepresence of the Whole-time Directors including MD&CEO,on quarterly basis.
Your Bank's risk management approach is to ensure thatmajor risks and emerging risks, as they evolve, are identified,managed, and incorporated into its existing risk managementassessment, measurement, monitoring and escalationprocesses. By adhering to these protocols, managementcan be sure of growing the business in a risk-controlledmanner and fulfilling their ongoing responsibilities for risksupervision. The Board and senior management deliberatetop and emerging risks on a regular basis.
Asset/ Liability Management involves evaluating,monitoring, and managing interest rate risk, market risk,liquidity, and funding. Your Bank has a well-defined Asset
Liability Management policy that outlines the frameworkfor liquidity and interest rate risk management. As a partof assurance towards sound Risk Management practices,your Bank regularly reviews its Internal Policies to adapt tochanges in market conditions.
Your Bank's Asset Liability Management Committee('ALCO') monitors and manages Liquidity and InterestRate risks. Your Bank actively assesses ALM Risk, whichinvolves evaluating, monitoring, and managing interestrate risk, market risk, liquidity, and funding, whichpotentially can have a significant earnings impact. YourBank has implemented a robust mechanism to monitorcritical ratios and has always maintained healthy Liquidityratios; Liquidity Coverage Ratio ('LCR'), much above theregulatory minimum LCR requirement by having significantHigh-Quality Liquid Assets ('HQLA') as also the Net StableFunding Ratio ('NSFR'), which is measured as the proportionof long-term assets that are funded by stable sources.
Your Bank has incorporated climate risk in its riskmanagement framework. Your Bank has incorporatedprovision in its Credit Policy to support green financing and
considering proposals from such segments to encouragegreen financing. As part of the stress testing policy,scenarios related to climate risk have been incorporated.
Your Bank defines credit risk as the risk of loss associatedwith a borrower or counterparty default (failure to meetobligations with agreed upon terms). Your Bank hasestablished robust credit appraisal and risk managementframeworks for identifying, measuring, monitoring, andcontrolling the risks in credit exposures.
Your Bank balances the risk and return by setting certainobjectives, e.g., ensuring credit quality is not compromisedfor growth; mitigating credit risk in transactions,relationships and portfolios; using its credit risk rating and
scoring systems or other approved credit risk assessmentor rating methodologies, policies and tools; appropriatepricing based on credit risk taken; systems and controlsfor detecting and preventing inappropriate credit risk;applying consistent credit risk exposure measurements;ongoing credit risk monitoring and administration; andavoiding activities that are inconsistent with its values,code of conduct or policies. Your Bank undertakes studiesto identify trends in the movement of NPAs, SMAs etc., tokeep track of the asset quality.
Cyber security in banks has gained paramount importance,as banks are investing extensively in IT platforms enablingthem to move towards digitisation, enhance customerexperience, reduction of transaction cost, competewith peers etc. Across banks in India, large amounts ofconfidential data reside in bank's Data Centres and flowsthrough bank's servers and various networks and devices.To protect your Bank's IT systems, confidential data of bothyour Bank and its customers, either in rest or in motion,and to ensure continuity of business, your Bank has policiesand frameworks in place for Information security andCyber risks.
Banks are exposed and susceptible to various types ofcybercrime. Cyber-attacks have become more sophisticatedand organised and they are continuously carrying attacksin volume, frequency, and severity. Malware perpetratorsare inventing and inflicting various types of malwareattacks. Distributed Denial of Service ('DDOS') activity isever-increasing and evolving as they are using Internet ofThings ('IOT') devices as platform to conduct such attacks.Your Bank has not experienced any material loss relating tothese or other types of cyber-attacks.
Cybersecurity risk is a priority for your Bank, and it continues
to develop and enhance its controls, processes, and systemsin order to protect its networks, computers, software,and data from attack, damage, or unauthorised access.Your Bank has its own independent 24x7 C-SOC (CyberSecurity Operations Centre) for a state-of-art centralisedand consolidated cybersecurity incident prevention,security event monitoring, detection, and response whichis backed by data and tools for sound analytics. Your Bankis also ISO 27001:2013 certified, for its information securitymanagement. Your Bank is also proactively involved inindustry cybersecurity efforts and working with otherparties, including its third-party service providers andgovernmental agencies, to continue to enhance defencesand improve resiliency to cybersecurity threats.
Your Bank actively manages the Operational risk, whichis the risk resulting from inadequate or failed internalprocesses, people and systems, or external events. YourBank has a Board approved Operational Risk Management& Operational Resilience Policy, which outlines thegovernance structure and processes for managingoperational risk as well as Operational Resilience. YourBank has also put in place robust Fraud Risk, OutsourcingRisk, Resilience Risk encompassing Business ContinuityRisk, Compliance Risk and Legal Risk Frameworks withinits Operational Risk Management. Your Bank also hasan effective IT Risk, Change Management and IncidentManagement frameworks in place to effectively take
care of any incidents resulting in adverse effect on its
critical operations.
Your Bank is committed to provide uninterrupted servicesto customers. As such, it is essential to protect the critical
infrastructure in your Bank from natural and man-madedisasters / events and ensure business continuity of
the various operational units. Your Bank has a BusinessContinuity Risk Management framework within itsOperational Risk Management & Operational ResiliencePolicy in place with the objective to recover critical activitiesand systems within defined timelines; safety of peopleand its assets; to communicate with stakeholders duringemergency, etc. Business conti nuity risks are reviewed andregular updates are given to Operational Risk ManagementCommittee ('ORMC') and the RMCB.
Outsourcing risk refers to potential losses from relying onthird-party service providers for delivering banking operations
for your Bank, which would be undertaken by it in future,with risk factors including service failures, data breaches,regulatory non-compliance, and lack of control. Your Bankidentifies these risks by evaluating outsourced functions andvendor reliability at the time of empanelment by assessingrisk through due diligence and compliance reviews, andmonitoring performance via regular reviews and audits.Your Bank has implemented comprehensive outsourcing riskmanagement framework with roles and responsibilities foridentification, measurement, mitigation, management, andreporting of risks associated with Outsourcing activities.
Your Bank's market risk management consists of identifying
and measuring risks, control measures, monitoring, andreporting systems. Your Bank actively manages Market risk,which is the risk of possible economic loss from adversechanges in market risk factors, such as, interest rates, creditspreads, foreign exchange rates, equity and commodityprices, and the risk of possible loss due to counterpartyexposure. This applies to implied volatility risk, basis risk,and market liquidity risk. Value at Risk (VaR) is a tool formonitoring risk in your Bank's trading portfolio and is usedfor estimating the potential loss from adverse movementsin the financial markets.
Your Bank recognises the utmost importance of regulatory
risk. It closely monitors changes in the regulatory landscapeand assesses how new regulations might affect itsbusiness and strategy. In order to take proactive steps toidentify emerging risks, your Bank regularly examines the
regulatory environment.
Your Bank's reputation is rooted in the perception of itsstakeholders, and the trust and loyalty they place in it iscore to its purpose as a financial services organisation.Any adverse stakeholder and public perception about yourBank may negatively impact its ability to attract and retaincustomers and may expose it to litigation and regulatoryactions. In today's world where communication is a key, yourBank maintains regular communication with its internalas well as external stakeholders through appropriateengagement mechanisms to address their expectationsand address any concerns they may have.
The Reputational Risk Management Framework of yourBank is made up of interconnected characteristics thatcould have an impact on different stakeholders. Your Bankis also measuring and tracking the idiosyncratic risks relatedto stock price movement, as also social as well as traditionalmedia sentiments, complaints, regulatory action, etc., ona periodic basis.
Your Bank is monitoring the Strategic Risk by tracking its
competitive environment as well as any emerging risks,which may derail the overall Strategic pursuit so thatsuitable risk mitigation measures are timely taken. Aspart of strategic risk assessments, your Bank conductsassessment to review the Business strategy on A/E (Actualvs. Estimated) basis and assessments are presented to theRMCB. Your Bank has a robust Business Risk ManagementFramework in place, which involves monitoring actionablemetrics, including various financial indicators, as well asyour Bank's competitive position in the industry.
There were no material changes and commitments,affecting the financial position of your Bank, which haveoccurred between the end of the Financial Year of theBank, i.e., March 31, 2025, to which the financial statementrelates, and the date of this Board's Report.
During the FY 2025, there has been no change in the natureof business of your Bank.
Pursuant to the provisions of Section 134(3)(c) read withSection 134(5) of the Companies Act, the Board of Directors
hereby confirms that:
i. In the preparation of the annual accounts, theapplicable accounting standards have been followed
along with proper explanation relating to materialdepartures, if any;
ii. We have selected such accounting policies and appliedthem consistently and made judgments and estimatesthat are reasonable and prudent so as to give a trueand fair view of the Bank's state of affairs as on March31, 2025, and of its profit for the FY ended on that date;
iii. We have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the CompaniesAct for safeguarding the assets of the Bank and forpreventing and detecting fraud and other irregularities;
iv. We have prepared the annual accounts on a goingconcern basis;
v. We have laid down internal financial controls tobe followed by the Bank and that such internalfinancial controls are adequate and are operatingeffectively; and
vi. We have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
The Board of Directors of your Bank extends its gratitude
for the invaluable support and guidance received from theReserve Bank of India, other government and regulatoryauthorities, and financial institutions. The Board also thanksthe correspondent banks for their cooperation and help.The Board acknowledges the support of its shareholders,and also places on record its sincere thanks to its valuedclients and customers for their patronage.
The Board also expresses its deep sense of appreciationto all the employees for displaying their strong work
ethics, excellence at work, professionalism, teamwork,commitment and initiative, which have led to the Bankmaking good progress. The Board will continue to strivefor improvements as your Bank continues on its journey
towards achieving its objectives.
For and on behalf of the Board of DirectorsBandhan Bank Limited
Anup Kumar Sinha
Place: Kolkata Non-Executive (Independent) Chairman
Date: July 18, 2025 (DIN: 08249893)
1
Poverty Line benchmarked according to the Suresh Tendulkar Committee Poverty Lines per capita monthly expenditure, 2011-12, Niti Aayog,Government of India
2
India SDG Index Score for Goal 1 - No Poverty; Goal 2 - Zero Hunger and SGD 5 - Gender Equality
3
Foundational Literacy and Numeracy refers to basic skills in reading, writing, and mathematics. It is the ability to read and understand a basictext write and perform simple mathematical operations as adopted by Ministry of Education, Government of India.
4
The RBI vide letter dated April 15, 2025, advised that Bandhan MutualFund is considered to be a part of the Promoter Group of the Bankand the holding of Bandhan Mutual Fund in the Bank will be partof the “aggregate holding" of Bandhan Financial Holdings Limitedin the Bank.
5
Since May 14, 2025.
There were no Related Party Transactions required to bereported in Form AOC-2. However, necessary disclosure
as required under the Accounting Standards (AS 18) readwith RBI's Master Direction No.: RBI/DOR/2021-22/83 DOR.ACC.REC.No.45/21.04.018/2021-22 dated August 30, 2021,as may be updated from time to time, has been made inthe note no. 18.12 to the Annual Financial Statementfor the FY 2025. Your Bank has a Policy on dealing with