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

1. Summary of Financial Performance

2. Dividend

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

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

3. Transfer to Reserves

As per the requirement of RBI Regulations, the Bank has transferred the following amounts to various reserves during the
year ended March 31. ?0?5.

4. Deposits

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

5. Capital Adequacy

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

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

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

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

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

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

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

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

The Management Discussion and Analysis Report as
stipulated under Regulation 34(2) (e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, Report on Corporate Governance for the FY 2024¬
25 along with the General Shareholder Information and
the Business Responsibility and Sustainability Report
under Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms
part of this annual report.

10. Corporate Social Responsibility (CSR)

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

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

The Bank has constituted a CSR Committee, which:

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

b) Monitors the implementation of the plan as
approved.

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

11 (a) Share Capital

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

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

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

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

12. Meetings of the Board

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

Board Committees

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

13. Directors and Key Managerial Personnel (KMP)

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

Change in Directors & KMPs

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

Appointment of Part-time Chairman and Independent
Directors

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

through Postal Ballot by way of e-voting on June
06, 2024.

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

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

Re-appointment of Independent Director

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

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

- Mr. Ramesh Rangan was appointed as an
Independent Director of the Bank for a period of five
years effective from November 09, 2020. As per the
provisions of Section 149 of the Companies Act,
2013 ("the Act") and other applicable provisions, if

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

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

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

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

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

Further, the Board of Directors of the Bank, at its meeting
held on July 15, 2024 had approved and recommended

the candidature of Mr. Balaji Nuthalapadi, for the
position of Whole-time Director (Executive Director) to
RBI for its approval.

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

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

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

Retirement & Resignation

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

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

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

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

Directors liable to retire by rotation

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

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

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

Familiarisation Programme

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

Key Managerial Personnel (KMP)

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

Mr. Balaji Nuthalapadi was appointed as the Executive
Director (Whole-time Director) of the Bank and classified

as one of the Key Managerial Personnel of the Bank with
effect from March 29, 2025.

14. Declaration from Independent Directors

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

Independent Directors have confirmed that they are
not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without
any external influence. The Board has assessed the
confirmations submitted by the Independent Directors
and had taken the same on record. In the opinion of the
Board, all the Independent Directors are independent of
the Management.

15. Evaluation of performance of the Board and its
Committees

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

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

Pursuant to the provisions of Section 178 of the
Companies Act, 2013, the Bank has formulated and
adopted the Policy for Selection and Appointment of
Directors Click here and Remuneration & Benefits Policy,
which are available on our website Click here. The
said policies provide a framework for the appointment
and remuneration of Directors (including Independent
Directors) as per the criteria formulated by the Nomination
& Remuneration Committee of the Board in compliance
with the requirement of the Act read with the relevant
rules made thereunder and the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015. The
policies were amended by the Board of Directors on
March 28, 2024 to make it more robust and effective
complying with regulatory / statutory requirements.

17. Directors' Responsibility Statement

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

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

ii) such accounting policies as specified in Schedule 17
to the Financial Statements have been selected and
applied consistently and judgments and estimates
have been made that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the Bank as on March 31,2025 and of the
profit of the Bank for the year ended on that date,

iii) proper and sufficient care has been taken for
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Bank
and for preventing and detecting frauds and other
irregularities,

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

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

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

18. Overall remuneration

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

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

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

19. Whistle Blower Policy / Vigil Mechanism

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

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

20. Credit Ratings

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

21. Auditors & their Report

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

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

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

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

The Audit Committee of the Board had reviewed
the performance of M/s. A S A & Associates LLP,

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

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

Auditors' Report:

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

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

22. Details of Employee Stock Options Scheme (ESOS)

The Bank, pursuant to the resolutions passed by the
Board and the Members of the Bank on January 31,
2019, adopted the ESFB Employee Stock Option

Scheme (ESOS), 2019 ("ESFB ESOP 2019"). The Bank
had amended the ESFB ESOP 2019 pursuant to the
resolutions of the Board and Members of the Bank dated
November 7, 2019 & November 22, 2019 respectively.

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

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

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

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

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

Employee wise details of the Options granted to

A) Key Managerial Personnel

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

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

23. Secretarial Auditor

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

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

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

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

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

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

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

25. Particulars of contracts or arrangements with
related Parties

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

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

26. Risk Management

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

27. Internal Financial Controls

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

28. IND-AS Implementation

In January 2016, the Ministry of Corporate Affairs
issued the roadmap for implementation of new
Indian Accounting Standards (Ind AS), converged with
International Financial Reporting Standards (IFRS), for
scheduled commercial banks, insurance companies and
Non-Banking Financial Companies (NBFCs). However,
currently the implementation of Ind AS for banks
has been deferred by RBI till further notice pending

the consideration of some recommended legislative
amendments by the Government of India. The Bank is in
an advanced stage of preparedness for implementation
of Ind AS, as and when these are made applicable to the
Indian banks.

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

29. Loans / Guarantees / Investments

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

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

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

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

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

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

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

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

31. Compliance with the Maternity Benefit Act, 1961

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

32. Depository System

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

33. GENERAL DISCLOSURE

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

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

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

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

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

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

• The Bank has not issued any warrants

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

• The financial statements of the Bank were not
revised

• The Bank has not failed to implement any corporate
action

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

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

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

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

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

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

Acknowledgement

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

For and on behalf of the Board of Directors

Vasudevan P N Anil Kumar Sharma

MD & CEO Part-time Chairman

DIN:01550885 DIN:08537123

Place : Chennai
Date : June 27, 2025