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You can view full text of the latest Director's Report for the company.

BSE: 541153ISIN: INE545U01014INDUSTRY: Finance - Banks - Private Sector

BSE   ` 162.55   Open: 163.05   Today's Range 159.95
163.70
+0.40 (+ 0.25 %) Prev Close: 162.15 52 Week Range 128.15
215.45
Year End :2025-03 

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').

Financial Performance of the Bank

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

8,679.13

EPS (Basic) (in ?)

17.04

13.84

EPS (Diluted) (in ?)

17.04

13.84

State of Affairs of the Bank

While your Bank completed nine years of its operations
during the FY under review, it has conti nued to demonstrate
steady growth both on the liability as well as the assets
sides. 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 March
31, 2025 registering a growth of 11.8 per cent. whereas
total advances (net) grew from ^1,21,136.78 crore as on
March 31, 2024 to ?1,31,987.32 crore as on March 31, 2025
registering a growth of 9.0 per cent. Total Busi ness of your

Bank increased to ?2,88,207 crore, an increase of 10.9 per
cent. over ?2,59,923 crore as on March 31, 2024, whereas
the size of Balance Sheet reached to ^1,91,476.29 crore. The
steady growth of your Bank reflects the trust of millions of
customers and their continued association over the years
with your Bank. Your Bank stayed on the path of building
on faith reposed by its customers, which is reflected in its
strong customer base of 3.16 crore as on March 31, 2025.

Your Bank had continued its focus on rural and unbanked
population. During the FY under review, your Bank has

added 12 new banking outlets taking the total count of
banking outlets to 6,309 as on March 31, 2025 spread across
35 States and Union Territories. Out of the total banking
outlets, 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 course
with its strategic priorities of portfolio diversification. As
on March 31, 2025, EEB portfolio comprising of Group Loan

and SBAL has reduced to 41.3 per cent. of the total loan
book from 49.9 per cent. as on March 31, 2024 whereas
Wholesale Banking portfolio was at 26.5 per cent., Housing
portfolio 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. With
regard to geographical diversification, 61.2 per cent. of the
portfolio of your Bank was outside of the core markets of

Eastern India. The secured portfolio of your Bank increased
to 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 crore
as against the total income (net) of ?12,490.26 crore for
FY 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 2025
was 7.1 per cent. The PAT stood at ?2,745.30 crore for
the FY 2025, an increase of 23.1 per cent. as compared to
?2,229.56 crore for the FY 2024. Consequently, Return on
Average Equity ('ROAE') increased from 10.7 per cent. to
11.6 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') increased
from ?13.84 to ?17.04 as at the end of FY 2025 in comparison
to 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 by
providing various financial services to the underserved.
The Reserve Bank of India ('RBI') has mandated Priority
Sector Lending ('PSL') of a minimum 40 per cent. of
advances for all banks. Your Bank's PSL was ?72,106.54
crore (net) as on March 31, 2025, and PSL as a proportion
of 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:

Emerging Entrepreneurs Business

The Emerging Entrepreneurs Business ( EEB ) of your

Bank has been serving borrowers at the bottom of the
pyramid with affordable and convenient loans to help them
develop into entrepreneurs and transform their lives. Your
Bank'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 of
your Bank is to nurture these entrepreneurs and help them
move up the socio-economic hierarchy. In their movement
upwards, your Bank is by them to support with whichever
financial service they may require in the journey.

Your Bank offers a wide array of loans through its Banking
Unit ('BU') outlets under EEB vertical to benefit small

business owners in need of financial assistance. Your Bank
operates its Group Loans and Small Business & Agri Loans
('SBAL') business channels from its BU outlets.

Each BU is linked to a bank branch for operational
convenience. BUs are self-sufficient and empowered to

open deposit accounts using TABs and also open loan
accounts after necessary credit checks. The highlight of the
BUs' operations is the TABs that are connected to the Core
Banking System ('CBS') through cellular data. Relationship
Officers ('RO') carry these TABs to their group meetings,
and the entire instalment reconciliation for the customer
happens through these TABs on real-time basis. To ensure
timely and effective support to the BUs in their day-to-day
functioning, your Bank has a structure comprising Circles,
Territories, Divisions, Areas and BU Catchments. A central
operation team maintains oversight of the quality of the
operations and adherence to prevalent guidelines at all
times. Your Bank lays significant emphasis on processes and
controls to help maintain uniform and consistent standards
in transaction processing and service delivery, as well as
compliance with regulatory and statutory guidelines.

During the FY under review, your Bank's commitment

towards financial inclusion is also reflected in the fact that
it offered loans to 15.17 lakhs new borrowers under Group
Loan and SBAL during the FY 2025. The portfolio for Group
Loans stood at ?36,088 crore whereas SBAL portfolio stood
at ?20,456 crore respectively, at the end of FY 2025, as your
Bank worked towards bringing additional measures in credit
control in order to improve the quality of its portfolio.

Your Bank now has several loan products under its Group
Loans and SBAL, which are provided from BU outlets to cater
better to the varied demands and needs of its customers:

Group loans

1.    Srishti Loan: Timely funds to start a new business
or 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 is
sanctioned to help existing customers meet their
emergency expenses, e.g. medical, drinking water
and sanitation.

3.    Sushiksha Loan: Loan size is up to ?10,000 and is
sanctioned to help customers meet expenses towards
the education of their children.

Small Business and Agri Loans

1.    Sahayata Loan: Loan to fund growing business needs
of individuals involved in an array of income generation
activities. Loan amount is from 750,001 to 75,00,000.

2.    Baazar Loan: With a loan size from 726,000 to
71,50,000, this product is for small entrepreneurs,
who have an existing super-saver account with your
Bank. This loan provides financial support to deposit
customers 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 the
underwriting process for Group Loans and SBAL loans

in order to have a better portfolio.

•    Your Bank has implemented Guardrails for Microfinance
loans to further strengthen customer selection and
portfolio quality in the longer run, including: limitations
in lender cap, limitations in total outstanding per
borrower and restrictions i n lending to customers having
more than 60 days past due across microfinance lenders.

•    Your Bank has delved into digital repayment modules
such as QR based channels to make repayments easier
and hassle-free.

•    Your Bank has a dedicated, independent sanctioning
team to ensure that loans are based on eligibility and
credit-worthiness.

•    Your Bank also has a separate Recovery Team aligned
under EEB vertical to have improved recovery collections
from delinquent customers where the business team will
focus on collections from standard accounts to restrict
slippages while the recovery team will have a focused
approach to collection from delinquent accounts turned
into NPA.

•    Your Bank has deployed several analytics-driven models
to improve both, sourcing and recovery. Some of the key

initiatives in this regard are: the identification of good
borrowers for a higher ticket loan based on a data-driven
renewal base, identification of potential borrowers
for graduating to individual loan, categorisation of
delinquent borrowers based on their propensity to repay
and prioritising collections accordingly, etc.

•    Awareness about using digital solutions, like smartphone-

based transactions and use of credit/debit cards for
online transactions are still persistent issues to the
customers under the EEB vertical. To overcome these

challenges, your Bank is imparting training to make the
customers aware about the benefits of digital payments
and various other aspects, such as seeding bank accounts
with mobile number and Aadhaar, using digital mode of
payments of instalments, etc. Your Bank has also taken
initiative by informing the customers to pay through
online transactions.

Wholesale Banking

Mid-Market Group

The Mid-Market Group ('MMG') offers loan products to
Small, Medium & Large Enterprises for meeting their working

capital and capital expenditure requirements, including
non-fund based facilities. These are generally secured loans
extended to businesses involved in manufacturing, trading,

services, etc. The MMG vertical offers both fund-based and
non-fund based facilities including term loan, cash credit,
overdraft, loan against property, construction/project
finance, lease rental discounting, Letter of Credit ('LoC'),
Bank Guarantee ('BG'), etc. While, the Cash Management
Services ('CMS') and Trade Finance have already been
launched, the implementation of Supply Chain Finance is
in process. The MMG vertical has presence Pan India with
teams sitting across large Business Centres.

The Total Advances of the segment stood at ^12,243 crore
as on March 31, 2025 as compared to 76,701 crore as on
March 31, 2024, a growth of 82.7 per cent. during FY 2025.

Financial Institution Group (FIG), Healthcare
and Education

Your Bank continuously strives to meet the diverse credit

needs across sectors, with a dedicated focus on Institutional
Lending catering to Non-Banking Financial Companies
('NBFCs') and Housing Finance Companies ('HFCs') to
Public Financial Institutions. In FY 2025, your Bank has
forayed 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 overdraft
facilities. Your Bank also has credit exposure through
Direct Assignments and Investment exposure through
Pass through Certificates ('PTCs') and Non-Convertible
Debentures ('NCDs'). In the NBFCs segment, your Bank's
primary 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 cater
primarily for the priority segment funding.

FIG segment has a diverse portfolio with geographical
presence across the country. The Total Advances of the
segment (including Financial and Non-financial institutions)
stood at 716,005 crore as on March 31, 2025 as compared
to 712,815 crore as on March 31, 2024, a growth of 24.9
per cent. during FY 2025, including the Healthcare &
Education vertical which has built a book of 7232 crore as
on March 31, 2025.

Commercial - LAP

This segment caters primarily to proprietorships,
partnerships and private limited companies for Loans
Against Property ('LAP'). This is in line with your Bank's
overall 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 an
objective to meet various financial requirements of your
Bank's customers. As we move along, your Bank will use
technology for better turnaround time that is essential for
scaling up the business volume in this space. The segment
offers a bouquet of income-linked programs to cater to
most of the business segments in the market.

The Total Advances of the segment stood at ?1,118 crore as
on March 31, 2025 as compared to ?516 crore as on March
31, 2024, a growth of 116.9 per cent. during FY 2025.

Business Banking Group

The Business Banking Group ('BBG') offers loan products
for the needs of Micro, Small and Medium Enterprises
('MSMEs') to meet their working capital and/or capital
expenditure requirements. These are secured loans

generally between ?25 lakh to ?30 crore extended to
businesses involved in manufacturing, trading, and services.

These loans are extended in the form of secured credit
facilities including term loan, cash credit, overdraft or lease
rental discounting or as non-fund-based facilities like letter
of credit or bank guarantee. Some of the schematic loan
products offered by the segment are as follows:

•    SME Business Connect

These loans help entrepreneurs in financing their working

capital and capital expenditure requirements against
primary security of current and/or fixed assets and
collateral security including residential or commercial
property or liquid securities. These loans, ranging from
?25 lakh to ?5 crore, are provided as fund-based facilities
like 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' working
capital needs, are provided as an overdraft or fund-based
facilities. These loans are offered against collateral
security, which can be in the form of current assets,
property and/or liquid securities. The loan quantum
ranges from ?25 lakh to ?3 crore.

•    Bandhan CGTMSE Loan

Your Bank offers loans to finance the working capital
and capital expenditure of Micro and Small Enterprises
('MSEs'). These loans are provided as fund-based and
non-fund-based facilities, without any collateral security
or third-party guarantee. Collateral security for the
remaining uncovered portion of the credit facility can
be obtained under "Hybrid/Partial Collateral Security"
product, introduced by CGTMSE. The loan quantum
ranges from ?25 lakh to ?5 crore.

The BBG fund-based Advances was at ?1,703 crore
as 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.

Agri-business Loans

Providing credit for agricultural activities not only helps
increase crop production but also empowers farmers,
and supports the backbone of the Indian economy - the
agricultural sector. Your Bank recognises the importance
of this sector and offers a wide range of credit facilities
to provide financial support to all participants in the Agri
value-chain system. Currently, the segment provides Kisan
Cash Credit (KCC) loans to borrowers engaged in farming
& allied activities, including animal husbandry, horticulture,
pisciculture, etc. with competitive interest rates and
minimal documentation. By doing so, your Bank is making it
easier for farmers to access credit and invest in their farms
to increase productivity.

The segment is expanding its footprint by offering working

capital and term loan credit facilities (i.e. both fund-based
and non-fund-based) to entities involved in agri-ancillary
products and services. The segment also extends its foray
towards financing of agricultural infrastructure, commodity
Pledge finance, etc. to various agri-processors, agri-input
dealers & agri-corporates, etc.

The Total Advances of the segment stood at ?749 crore as
on March 31, 2025 as compared to ?268 crore as on March
31, 2024, a growth of 179.6 per cent. during FY 2025.

Small Enterprise Loan

Small Enterprise Loan ('SEL') offers Term Loan & Working
Capital products to small enterprises who rely on accessible
and dependable financial solutions to sustain and expand
their operations. The SEL vertical stands as a trusted
financial partner, committed to empowering businesses
with tailored funding solutions. With SEL, businesses gain
more than just financial assistance - they build a relationship
rooted 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 creation
with reliability and ease.

•    SEL Max Loans (?10.01 lakh to ?25 lakh): Built for
enterprises with greater business aspirations, SEL Max
Loans extend higher-value funding, offering businesses
a 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 on
the 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 MSME
borrowers, this overdraft solution strengthens financial
resilience. Businesses can secure working capital while
pledging assets, reaffirming the foundation of trust in
financial partnerships.

The Total Advances of the segment stood at ?4,526 crore
as on March 31, 2025 supporting over 1.13 lakh valued small
and growing businesses.

Transaction Banking

During FY 2025, your Bank continued to strengthen its

transaction banking proposition across Cash Management
Services (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 undertaken
to broaden the CMS suite, including eNACH for external
corporates, a centralised escrow platform, cheque printing
and collection services, host-to-host integration, API

banking, and virtual account solutions.

These offerings are currently under development and are
expected to be launched during the current FY, with the
objective of building a comprehensive and future-ready

CMS platform to meet the evolving needs of corporate and
institutional clients.

On the Trade Finance front, your Bank's non-fund-based
trade book crossed ?2,100 crore. The first foreign currency
i import letter of credit (LC) and the fi rst Letter of Credit Bill
Discounting (LCBD) transactions were executed, alongside

steady growth in cross-border remittances averaging over
USD 2.2 million per month.

Your Bank is also in the process of developing a Supply Chain
Finance platform to complement its existing trade and CMS
offerings. CMS and Trade continue to be key pillars within
the Wholesale Banking business, supported by ongoing
investments in product development and service delivery.

Housing Finance

During FY 2025, your Bank's Housing Finance business

continued to align with its long-term strategic roadmap,
delivering strong performance despite a challenging
macro-economic environment. Your Bank's commitment
to inclusive housing credit, prudent risk management, and
operational agility had translated into resilient growth
across disbursements, portfolio size, borrower quality and
geographic 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. This
performance was supported by the introduction of a

Prime Lending Channel during the said fiscal year. This
new channel significantly enhanced disbursement volumes
and contributed to a healthier asset quality by targeting
stronger borrower profiles and reducing delinquency risk.

The share of the salaried borrower segment in your Bank's
Housing Finance portfolio grew to 48 per cent., up from 43
per 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 creditworthy
borrowers. 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 operated
its housing loan network through over 450 branches
offering home loans and over 300 banking units delivering
micro-home loans across 18 states and 3 union territories.
This expansion enabled deeper market penetration and
better customer access, particularly in underserved regions.

The portfolio remained predominantly Affordable
Housing, contributing approximately 80 per cent. of the
book. Regional diversification continued with strong

performances across all zones.

Retail Assets

In its pursuit of broadening the product suite, your Bank has
consistently worked to introduce and strengthen its Retail

Asset product portfolio. This has ensured the availability
of a diverse range of loan products designed to address
varying customer needs. Among these are secured lending

options such as Gold Loans, Car Loans, Commercial Vehicle
& Construction Equipment ('CVCE') Loans, Two-Wheeler
Loans as well as unsecured Personal Loans. This strategic
focus aligns with your Bank's commitment to catering to a
broader demographic while maintaining a sound risk profile.

•    Gold Loan: Crafted to meet customers' urgent financial
needs with efficiency and simplicity. Offering loan
amounts from ?10,000 to ?80,00,000, flexible tenure
options of up to 3 years, and competitive interest

rates, this product ensures accessibility and value for
your Bank's customers. To further enhance service

delivery and reach, your Bank is actively expanding its
branch network, thus enabling greater access to Gold
Loan facilities. This strategic move underscores your

Bank's commitment to strengthening its presence,
fostering trust, and driving business growth across
wider geographies.

•    Car Loan: Designed to meet the needs of a diverse
customer base, your Bank's Car Loan product offers
financing for both new and pre-owned vehicles. Loan
amounts range from lakh to ?1.5 crore, backed by
competitive interest rates and flexible repayment plans.
The emphasis on Used Car Loans reflects your Bank's
commitment to this expanding market segment. With a
streamlined digital application process and an extensive

dealer network, your Bank continues to deliver value-

driven solutions that make car ownership hassle-free
and rewarding.

•    CVCE Loan: Committed to fostering growth in transport
and construction, your Bank offers Commercial Vehicle
& Commercial Equipment (CVCE) Loans with flexible
amounts from 71 lakh to 725 crore. With a strategic
segment emphasis on CVCE loans, the single-unit
loan limit has been enhanced to meet the evolving
requirements of businesses. Additionally, your Bank
is expanding its reach into the used CVCE segment,
delivering customised financial solutions for this
growing market. Leveraging its branch network and
collaborations with dealers and manufacturers, your
Bank continues to ensure a seamless and rewarding
customer experience.

•    Two-Wheeler Loans: I n its journey to empower mobility,
your Bank has crossed the noteworthy figure of 190,000
customers in the Two-Wheeler Loan segment, with 90 per
cent. being new-to-bank customers. This achievement
underscores our commitment to providing a seamless
loan experience with financing options available up to
75,00,000. To meet evolving demands, your Bank has
introduced loans for electric vehicles (EVs) and super
bikes, ensuring relevance in emerging niches. Supported
by a dealer/channel-based distribution framework, your
Bank is further enhancing accessibility and expanding its
footprint across wider geographies.

•    Personal Loan: Your Bank pursued a strategic and
adaptable approach to Personal Loans during FY 2025,
ensuring alignment with market shifts and customer

expectations. Through the efforts of a dedicated sales
team, your Bank continued to cater to key markets and
diverse customer needs. Personal Loans, offered at
competitive interest rates, are available for amounts
between 750,000 and 725,00,000 with flexible tenures
of up to 5 years.

The Total Advances of the segment stood at ^11,021 crore
as on March 31, 2025 as compared to 75,578 crore as on
March 31, 2024, a growth of 97.6 per cent. during FY 2025.

Branch Banking

Your Bank provides an array of retail liability products
designed to promptly and effectively cater to diverse
banking requirements across various customer segments.
Prioritising customer satisfaction, your Bank consistently
innovates and offers convenient banking solutions to meet
its customers' needs.

During FY 2025, your Bank's deposit portfolio witnessed

a growth of 11.8 per cent. with a total deposit base of
71,51,212 crore as of March 31, 2025. The growth in deposits
was primarily driven by the varied liability products of term,
savings and current account deposits with the total retail
deposit book growing by 11.0 per cent.

Your Bank strengthened its Savings product proposition
through a strategic focus on diverse customer segments.
In addition to reinforcing the Affluent segment with
premier offerings like Elite and Premium Savings Accounts,
your Bank launched four new segment-specific savings
products: the AVNI Women's Savings Account, tailored for
women customers; the Pension Savings Account, designed
for pensioners; the PMJDY Savings Account, promoting
financial inclusion; and the Classic Savings Account,
offering affordable savings solutions to regular customers.
These introductions reflect your Bank's commitment to
deepening financial access and addressing the unique
needs of customer-centric banking. To complement these
initiatives, your Bank has enhanced communication efforts
through targeted, product-focused campaigns aimed at
informing 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 committed
to providing customers better card value proposition,
features and benefits along with a diverse selection of
debit card choices. The entire collection of Debit Cards
had garnered a total card fee income amounting to
approximately 788 crore in FY 2025. The card fee income
consists of Issuance Fee, Annual Fee and Re-issuance Fee.

The Current Account segment showcased remarkable
resilience in FY 2025, highlighting the success of well-
executed strategic initiatives. Key growth drivers included
the launch of the new Collection Account product, i ncreased
penetration of EDC and QR code solutions, proactive re¬
engagement with the existing customer base, and robust
development of the Current Account Manager channel.
These achievements were further bolstered by a sharper
focus on granular customer segmentation, enabling
more personalised engagement and customised product
offerings. Additionally, the expansion of digital services,
combined with process automation, significantly reduced
turnaround times, enhancing overall customer experience.
Sustained momentum in opening new branches in high-
potential catchment areas, along with targeted acquisition
campaigns aimed at key business clusters, further broadened
market coverage and solidified the segment's performance.

The Merchant Acquiring Business ( MAB ) continues
to play a pivotal role in strengthening current account

relationships. FY 2025 had marked a period of remarkable
progress, strategic innovation, and consistent growth. Your
Bank has seen significant traction in merchant acquisition
through POS/Bharat QR deployments, along with the

expansion of its Payment Gateway (PG) services across
diverse merchant categories. Key highlights include:

•    127 per cent. year-on-year growth in merchant acquisitions

•    68 per cent. year-on-year increase in
transaction throughput

•    21 per cent. year-on-year growth in revenue, driven by
increased balances in associated current accounts

These achievements reinforce MAB's contribution not

only as a transaction facilitator but also as a strong lever
for liability growth and income generation for your Bank.

Your Bank's expansive branch network had been
instrumental in its achievements. Throughout the FY 2025,
a total of 15 branches were added (including conversion
of three Housing Finance centres into branches), elevating

your Bank's overall presence to 1,715 branches, spanning
diverse locations nationwide.

To fortify its relationship with customers, your Bank is

engaging in communication through marketing campaigns,
social media outreach, and branch-level initiatives. Your
Bank will continue to harness technology to provide
innovative digital solutions that prioritise security,
convenience, and user-friendliness. Your Bank is dedicated
to delivering top-notch banking solutions to its customers
and eagerly anticipates serving them with unwavering zeal
and commitment in the years ahead.

Third Party Products

Your Bank currently distributes mutual funds, life insurance

and general insurance, including health insurance and 3-in-1
online trading product to its customers. FY 2025 had been a
year of synergy and aspiration. Your Bank continues to build
and demonstrate a determined focus on offering a value-
driven, need encompassed, robust and comprehensive
product proposition to its customers. In the life insurance
business, your Bank has a proposition offering of a wide
bouquet of products to cater to the different stories and
junctions of its customer's life. Your Bank had also been
continuously engaged in building a strong distribution
ecosystem with carefully crafted synergy and partnership
with analytics and technology functions to offer the best
in class insurance solutions to its customer base. In the
General Insurance business, your Bank conti nued to serve its
customers as they build a disciplined habit towards healthy
living and coverage for unforeseen exigencies, by offering
them a wide variety of health insurance and general insurance
solution-based product propositions. Your Bank aims to
extend the benefits of general and health insurance to all its
customer segments. I n mutual funds distribution, your Bank
conti nues to focus on a research-driven distribution strategy
with a vision of providing its customers ease and flexibility
while planning for investments. Your Bank conti nues to offer
a research driven distribution of Mutual Funds through its
Mobile Banking ('
mBandhan') platform and the Retail
Internet Banking ('
RIB') platform, which demonstrates
your Bank's continuous efforts towards offering customers
further convenience and benefits.

Your Bank had entered into partnerships with Bandhan Life
Insurance Limited and ICICI Lombard General Insurance
Company Limited to offer their products to its customers.
This will further strengthen your Bank's products

proposition offering and enhance its commitment towards
its customers.

Your Bank continues to invest towards building a customer

value-centred, segment-driven, data-led, analytics and
research-based, and technology embedded, product
distribution propositions, across all Third-Party Products
and continues to seek out opportunities to add new product
suites to serve customers' financial needs holistically.

The total mutual fund AUM managed under your Bank's
code during the FY under review was ?1,422.33 crore, on
which your Bank earned an income of ? 10.94 crore.

A total of ^135.87 crore and ?653.17 crore of general and
retail life insurance business, respectively, were garnered
through the retail network during the FY 2025, earning a
fee income of ?23.56 crore and ?265.80 crore, respectively.
During the FY under review, the life i nsurance business and
general insurance through all asset verticals amounted
to ?456.82 crore and ?74.61 crore, respectively, earning
an income of ?84.64 crore. The insurer wise segmented
commission income is as follow: Bajaj Allianz Life Insurance:
?159.65 crore; HDFC Life Insurance: ?111.76 crore; Kotak
Life 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 General
Insurance: ?3.98 crore and ICICI Lombard General Insurance:
?0.16 crore.

Your Bank had also earned ?0.72 crore as commission for the
distribution of Atal Pension Yojana, NPS Lite Swavalamban
schemes of PFRDA and others during the FY 2025.

Digitising @Bandhan

Bandhan Bank aspires to become a digitally enabled bank
by continually expanding its offerings focusing on the
customer's life cycle. The emphasis on digital adoption has
helped increase penetration, streamline processes, and
enhance customer experience. Your Bank is focused on
building product-led technology solutions to build strong
value proposition for its micro, retail, wholesale, and
commercial banking customers.

Your Bank has created a digital and transaction excellence
unit ('
DTEU') to enhance focus, efficiency, and expertise.
This unit will be responsible for Corporate Transactions and
Solutions, 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 team
will build expertise, combining technical, functional,
and commercial solutions catering to the corporate and
consumer segment.

Your Bank stays committed to always delivering customer
value while ensuring requisite systems and controls are in

place for a safe and convenient digital banking experience
for its valued customers.

Data Science and Analytics

The Data Science and Analytics function is one of the most
critical areas for your Bank. The Analytics team began
its journey in FY 2023. All members have trained in data
science and data engineering from Tier 1 premier institutes.
The objective of this team is to provide accurate and timely
intelligence by utilising internal and external data. The
team develops multiple scorecards using AI-ML capabilities
to estimate the creditworthiness and payment capabilities
of borrowers, as well as to identify potentially fraudulent
accounts and transactions. The team helps to issue
early warnings about emerging risks and suggests a risk
mitigation plan. The team continuously works to enhance
operational efficiency. It also provides a strategic roadmap
for your Bank to increase its reach to new customers using
both physical and digital footprints. This team supports
all business verticals at every stage of customers' lifecycle
journey through the right customer contact strategies and
appropriate product and service offerings.

Corporate Social Responsibility

Your Bank remains deeply committed to fostering
inclusive growth, a principle that underpins all its
Corporate Social Responsibility ('CSR') initiatives. These
efforts are thoughtfully directed towards empowering
marginalised communities, particularly those residing in
areas surrounding your Bank's operations. Recognising
the complex and multi-dimensional vulnerabilities these
communities face most notably, the persistent challenge
of achieving sustainable livelihoods, your Bank's CSR
interventions are strategically designed to enhance their
capabilities and resilience. By focusing on capacity building
and long-term empowerment, your Bank aims to create a
meaningful, lasting impact that contributes to the broader
goal of social and economic inclusion.

To address its societal commitments, your Bank has
adopted a comprehensive CSR policy that aligns with
Schedule VII to the Companies Act, 2013 ('the Companies
Act). The Bank's CSR programmes, guided by this policy,

are primarily implemented in communities located near its
operational areas.

To ensure the effective implementation and oversight of its

CSR programme, your Bank has established the Corporate
Social Responsibility and Sustainability Committee of
the Board ('CSR&SCB'), in compliance with Section 135
of the Companies Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014 ('CSR Rules').
In addition to guiding your Bank's CSR initiatives, the
CSR&SCB is also responsible for monitoring the execution
of Business Responsibility and Sustainability Reporting
('BRSR') initiatives. Details regarding the composition of
the CSR&SCB are provided in the Corporate Governance
Report, 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 towards
various CSR programmes during FY 2025 whereas
?16.64 crore was transferred to Unspent CSR account
towards the ongoing projects, in terms of the provisions
of Sections 135(5) and 135(6) of the Companies Act,
reasonable justification towards the same is provided in
the CSR Annual Report forming part of this Report. These
programmes were implemented through various Project
Implementing Agencies ('PIAs') in alignment with the
activities outlined under Schedule VII of the Companies Act.
One of the PIAs, Bandhan Konnagar ('BK'), promoter group
entity, is a related party of your Bank. Accordingly, all CSR
expenditures through BK, being related party transactions,
were done with the approval of the Audit Committee of the
Board, in addition to receiving necessary approvals from
the CSR&SCB and the Board of Directors. During the FY,
the CSR coverage reached out to 1,33,540 families spread
across 273 project locations covering 5,240 villages in 47
districts across seven states of India, thereby taking the
cumulative reach since inception to 25,80,996 families in
82 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 an
independent Impact Assessment of its CSR Programmes.
Further, in terms of the General Circular No. 14/2021 dated
August 25, 2021, issued by the Ministry of Corporate Affairs,

Government of India, the Impact Assessment Report is
available at the Bank's website 
https://bandhanbank.com/
beyond-banking, and the programme wise summary of the
same is mentioned in the subsequent sections.

The details of CSR programmes undertaken pursuant to the
provisions of the Companies Act and in accordance with the
Annual Action Plan, during the FY under review are given as

Annex - 1 and forms part of this Report. The CSR Policy of
your 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 CSR
initiatives are:

Targeting the Hard-Core Poor Programme

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 programme
is designed for ultra-poor women-headed households,
providing them with a range of gainful micro-enterprises
in the form of farm, non-farm and mixed assets, along with
handholding support and training on confidence building,
enterprise skills, consumer interaction, marketing and
financial skills. They are also provided with sustenance
allowance to meet their daily needs until they generate
substantial income from the provided assets. Within
a 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 women
were provided farm, non-farm and mixed assets to sustain
their livelihoods, thereby cumulatively taking the total
women-headed househo[ds to be impacted through the
programme since its inception to 52,500 women. In the
current FY, the programme covered 5 districts of Uttar
Pradesh and West Bengal.

The Impact Assessment Study carried out by EY indicated

that 18,000 ultra-poor women-headed households were
alleviated from below the poverty line to above the
national poverty line1 (?1,059.42 for rural and ?1,286 for

urban areas1) with a significant increase in their business
assets and househo[d income having an average month[y
income of ?7,200. Additionally, these households had

improved savings habits and had access to safe sanitation,
socia[ security schemes and hea[th schemes.

Bandhan Health Programme

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 states
of India. These health programmes covered 29,052 new
beneficiaries during the FY, thereby taking the cumulative

coverage to 13,73,610 beneficiaries.

The Impact Assessment Study conducted by EY indicated
that the programme contributed to the achieving 100 per

cent. access to hea[th services after the imp[ementation of
the programme compared to 78 per cent. respondents who
did not have access to hea[th services. The hea[th services
included Antenatal Care ('
ANC'), institutional delivery,
Postnatal Care ('
PNC'), nutritional support and child health
eva[uation, thereby [eading to a change in behavioura[
practices and 100 per cent. of the respondents noticed an
improvement 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.

Empowering Cancer Care: Contribution to Assam
Cancer Care Foundation

As part of its ongoing commitment to improving healthcare

access and supporting communities in need, your Bank had

contributed ?4 crore towards comprehensive cancer care
in Assam. This initiative is being imp[emented through the
Assam Cancer Care Foundation, a strategic partnership
between the Government of Assam and Tata Trusts. The
contribution wi[[ he[p enhance cancer treatment and
provide vita[ medica[ care, support, and resources to those
affected by cancer. By collaborating with this esteemed
foundation, your Bank reaffirms its dedication to advancing
hea[thcare and making a meaningfu[ impact on the [ives of
individua[s batt[ing cancer in Assam.

Healthcare Accessibility: Donation of 18 Advanced
Life-Saving Ambulances

Your Bank remains steadfast in its commitment to
community deve[opment, with hea[thcare being a centra[
focus of its CSR initiatives. As part of this commitment, your
Bank is enhancing healthcare infrastructure and improving
emergency medical response across India. This initiative,
with an investment of ?6.20 crore, aims to expand access
to critica[ care, supporting hospita[s and organisations
dedicated to emergency hea[thcare and community we[[-
being. By enabling timely, [ife-saving interventions, this
donation significantly contributes to improving healthcare
accessibility across the country.

Bandhan Education Programme

Your Bank's education programme provides quality
education to children belonging to the marginalised section
of our society in its catchment area. The programme
a[so provides training to the teachers be[onging to the
communities, government schools and schools run by the
various charitab[e trusts that are providing free education
to transform their pedagogy and integrate various teaching
and [earning too[s in their [esson p[ans and track the
comprehensive continuous assessment of each chi[d.

Your Bank contributed ?4.24 crore (?9.78 crore in FY 2024)

towards the education programme enrolling 246 new
students, thereby taking the cumu[ative outreach to
1,14,637 marginalised children across 32 districts of five

states of India.

The Impact Assessment Study conducted by EY indicated
that 100 per cent. of the children received free books and
school kits to facilitate their [earning. 100 per cent. of

the students who completed class 3 were able to identify
numbers and alphabets, could read text and perform basic
calculations to meet the [earning goals of Foundational
Literacy and Numeracy3 ('
FLN').

Skill Development Programme

Your Bank's skill development initiatives provide market-
linked and job-ready employable skills to the youths from
marginalised sections of society in various domains. This
initiative not only provides on-the-job training and job
placement facilitation in the organised sector but also a
follow-up of the placements so that the youths are settled
in their job post-training.

During the FY under review, your Bank contributed ?4.08
crore (?3.69 crore in FY 2024) towards the skill development

initiatives in eight districts across three states of India. The
PIAs operated 12 skill development centres in domains
like Warehousing and Logistics, Retail and Customer Care,
Sales and Marketing, ITeS and BPO, Refrigeration and
Air Conditioning, Computer Accounting, Hardware and
Networking, 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 of
the training provided under the Employing the Unemployed
Programme ('
EUP'). The EUP provided them with job

readiness skills, career counselling, job placement assistance
and other resources to enhance their employability.

Skill Development and Education Programme -
Support to Ramakrishna Mission Centre For Human
Excellence and Social Sciences (Viveka Tirtha):

During the FY 2025, your Bank has contributed ?4 crore

towards Ramakrishna Mission Centre for Human Excellence
and Social Sciences (Viveka Tirtha) as part of its ongoing
commitment to education and skill development. This
initiative is aligned with your Bank's vision of fostering
human development and social well-being.

Skill Development and Education Programme
- Support to Nivedita Institute of Human
Advancement & Research (NIHAR) Centre
Ramakrishna Sarada Mission:

During the FY 2025, your Bank had contributed ?1.4 crore
towards the Skill Development and Education Programme,
in partnership with the Ramakrishna Sarada Mission in

line with your Bank's commitment to fostering growth
and empowerment. This significant contribution had
been directed towards the development of the Nivedita
Institute of Human Advancement & Research Centre.
The funds will support initiatives aimed at enhancing
educational opportunities and skill development,

ultimately contributing to the overall advancement of
human potential. By investing in such transformative
initiatives through the Ramakrishna Sarada Mission, your

Bank continues to play an active role in shaping a brighter
future through education, skill-building, and research. This
partnership highlights your Bank's dedication to social
responsibility and sustainable development.

Bandhan Financial Literacy Programme

Your Bank has spent ?3.40 crore to impart financial literacy
to underprivileged women to raise awareness regarding
better financial planning and accessing Banking, Financial
Services and Insurance ('
BFSI') related products and
services, including digital banking. Your Bank recognises
the fact that imparting financial knowledge is vital to the
financial inclusion agenda and to addressing the sustainable
development of rural communities.

Through this initiative, your Bank has financially empowered
5,75,443 women in the states of Assam, Tripura, Bihar,
Jharkhand, Madhya Pradesh, Odisha and West Bengal
to improve their savings and access banking services.
According to the EY Impact Assessment Report, 100 per
cent. of the women, after completing the training, feel that
they are more confident in taking independent financial
decisions and can also do digital banking.

Bandhan Sustainable Livelihood Programme

Your Bank under its CSR initiatives, has piloted a unique
initiative to empower underprivileged entrepreneurs to set
up small businesses. These entrepreneurs are imparted with
professional business incubation training and facilitation

for accessing statutory licenses and business loans. They
are also trained in various aspects of marketing, customer
relationships, financial planning and management, business
development 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 have
been successfully incubated to independently manage
their enterprises.

Climate Action Programme

The Climate Action Programme focuses on climate

change adaptation and carbon sequestration. The Major
initiatives under this programme were in the areas of

Water conservation, Afforestation and Solar energy, as
mentioned below:

Water Conservation

The water conservation initiative aims at water security
and drought-proofing in some of the high moisture-

stressed regions of India, thereby providing a safety net

to agriculture and livestock-based livelihoods. These
initiatives facilitate participatory watershed management
by empowering the communities to participate in the
planning and implementation of local water resource
development. Measures such as building, reviving and
maintaining water-harvesting structures, prioritisation
and judicious use of water for every community member,
crop planning and water-efficient farming, use of drought-
resistant varieties, cultivation of high-value crops requiring
less water, etc., create a multiplier effect in drought¬
proofing and climate change adaptation measures and
higher income generation.

During the FY under review, 22 water harvesting structures,

with a storage capacity of 11,818 kilolitres, in the form of
farm ponds, were constructed in the farmers' fields to
provide them critical irrigation support.

Cumulatively, the programme has supported the
construction of 72 water harvesting structures with a
storage capacity of over 1,45,318 kilolitres of water in three
states. These structures not only provide drinking water to
over 1,958 families but also support participatory irrigation
of various crops.

Afforestation

Your Bank's afforestation initiatives have contributed
towards the project of establishing a "Bio-shield" to save
the mangroves in the Bharuch district of Gujarat. Over
the years, mangrove plantation of 1,50,000 saplings were
carried out on 20 Hectares in a stretch of one kilometre
of coastline along with plantation of other medical plant
species and fodder species. A fodder bank was created to
offset the biotic pressure from the mangrove area.

Additionally, during the FY 2025, the plantation of 16,521

saplings under agroforestry and mangrove plantation was
done in West Bengal. This took the cumulative plantation
to 4,34,046 saplings in 41 districts across seven states in

India. These plantations helped your Bank to off-set 3,968
MT/year of CO2.

Biodiversity Conservation and Education at Jambusar

During the FY 2025, your Bank contributed T25 lakhs towards
a comprehensive Biodiversity Assessment of Mangroves

and the design proposal for a Nature Interpretation Centre
at Jambusar, Gujarat. A field visit was conducted by a team
of experts, including a marine ecologist, an architect,
and a social worker, to assess the region's biodiversity.
This evaluation identified vulnerable species such as the
Sarus Crane, Lesser Flamingo and Indian Flap Shell Turtle,
highlighting the ecological importance of the area. As a
result, the proposal for a Nature Interpretation Centre

was put forward to educate the public, especially school
students, about mangroves and their conservation.

Additionally, a pilot Nature Education Program, Mud-Flat
Dhuleti, was organised in March 2025. The event provided
20 participants with an immersive, experiential learning
opportunity to explore the mangrove ecosystem, local
biodiversity, and coastal life. The event raised T14,500
in donations, supporting the region's ecotourism and
biodiversity conservation efforts.

Solar Irrigation with Drip and Farm Pond for Water
Conservation and Renewable Energy

Your Bank's commitment to sustainable farming practices
is reflected in the support of the Solar Irrigation with Drip

and Farm Pond project in Jambusar Taluka, Gujarat, with
an investment of ?1.38 crore. As part of this initiative, 25
marginalised farmers were provided with solar-linked drip
irrigation systems to enhance water conservation and
improve agricultural productivity. The project, implemented
through the VIKAS Centre for Development, included the
establishment of two demo sites to demonstrate the
system's effectiveness, with refinements incorporated for
improved durability and ease of operation.

Solar-powered streetlights

During the FY 2025, your Bank has contributed ?50 lakh
towards the installation of solar-powered High mast
streetlights in the vicinity of Vitthal Temple, Pandharpur
as part of its Climate Action Programme. This initiative

will provide sustainable, renewable energy for the temple,
improving lighting around the temple complex and
surrounding areas. The solar-powered streetlights will not
only reduce the carbon footprint but also enhance safety
and accessibility for the thousands of devotees and visitors
who visit the temple. Additionally, by using clean energy,
the project will contribute to long-term cost savings and
promote environmental awareness within the community.
This initiative reflects your Bank's ongoing commitment to
environmental sustainability and community well-being.

Dividend

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (
SEBI
LODR
'), the Board of Directors of your Bank has adopted
a Dividend Distribution Policy that, 
inter-alia, balances the
objectives of appropriately rewarding shareholders and
retaining capital to maintain a healthy capital adequacy ratio.
In addition to the Dividend Distribution Policy, the dividend
payout ratio of your Bank is also guided by the Circulars on
dividend issued by RBI, from time to time. Policies of the
Bank are reviewed at least once a year and accordingly,
Dividend Distribution Policy was reviewed by the Board
during the FY, with certain amendments with regard to
parameters for dividend distribution including regulatory

requirements. The Policy is available on the website at
https://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 to
maintain a healthy capital adequacy ratio to meet growth
requirements, your Board of Directors has recommended a
dividend of ?1.50 per equity share of ?10 each fully paid-up
(15%) for the FY 2025, similar to previous FY, for approval
of 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 shall
be required to deduct tax at source (' 
TDS') at the prescribed
rates from the dividend to be paid to shareholders, subject
to the approval of dividend by the shareholders in the
ensuing AGM. Further details are available in the notice of
the 11th AGM of the Bank. An email communication in this
regard has also been sent to the shareholders.

Transfer to Reserves

In line with the RBI regulations, your Bank has transferred an
amount of ?686.32 crore to the statutory reserve during the

financial year ended March 31, 2025. Amount transferred to
other reserves during the FY are provided under the head
'Financial Performance of the Bank' of this Report.

Issuance of Equity Shares & Capital
Adequacy Ratio

During the FY under review, your Bank has allotted 1,657
equity shares of ?10 each fully paid-up, pursuant to exercise
of 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 Bank
stood 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 differential
voting 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 in
line with the RBI Circular on Capital Adequacy Framework,
stood at 18.71 per cent. as on March 31, 2025, well above
the minimum regulatory requirements, out of which Tier 1

CAR was 17.86 per cent. and Tier 2 CAR was 0.85 per cent.

Performance and Financial Position of the
Subsidiaries, Associates or Joint Venture

Your Bank did not have any subsidiary, associate or joint
venture company during the FY 2025. Accordingly, no
statement is required to be reported in Form AOC-1.

Awards and Recognitions

Your Bank has received several prestigious awards and
recognitions from various revered institutions during the
FY under review, which are as under: -

Gallup Exceptional Workplace Award:

Your Bank received the 2025 Gallup Exceptional Workplace
Award for the second time, recognising its commitment
to fostering an engaged and high-performing workforce.
Your Bank was among only 62 organisations worldwide to
receive this recognition in the Engagement category.

Assam Rising CSR Award:

Your Bank has been awarded the 'Assam Rising CSR Award
2024-25' for its Corporate Social Responsibility initiatives
across Assam. The award was presented at the 15th Assam
Rising Youth Conclave at Dibrugarh University.

BSE Best Performer in Bank Category Award:

Your Bank has been awarded the 'Best Performer in Bank
Category' by the BSE for its outstanding performance in the
Mutual Funds distribution business. This recognition highlights

your Bank's customer-centric approach and dedication to
supporting customers' financial growth and well-being.

DSCI Customer Excellence Award: Best Mobile
App Security (Large Bank Category)

Your Bank has been awarded the 'Customer Excellence
Award', specifically the 'Best Practices in Mobile App
Security Award (Large Bank Category)'. This recognition
from the Data Security Council of India (DSCI) highlights
your Bank's commitment to robust mobile app security.

ET Edge and ET Now Award

Your Bank has been honoured with the ET NOW Best BFSI
Brands Award 2025, recognising its leadership, innovation,
and commitment to transforming the banking industry. This
award highlights your Bank's efforts in enhancing customer
experience, fostering sustainability, and empowering
underserved communities.

Rating of Various Debt Instruments

Details of rating of various debt instruments of your Bank

as on March 31, 2025 are as under:

Instruments

Rating

Rating

Amount

   

Agency

(? in crore)

Non-Convertible

CRISIL AA- / Stable

CRISIL

1,295@

Debentures#

[ICRA] AA- (Stable)

ICRA

Certificate of

CRISIL A1 +

CRISIL

 

Deposit

[ICRA] A1 +

ICRA

 

@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 the
effectiveness of the Scheme of Amalgamation

During the FY, CRISIL has reaffirmed the rating and outlook
of both the instruments. ICRA has revised the rating of
Non-Convertible Debentures to [ICRA]AA- (Stable) from
[ICRA]AA (Negative) and revised the outlook to Stable

from Negative; while reaffirming the rating of Certificate
of Deposit.

Board of Directors

The composition of the Board of Directors of your Bank
('
Board') is governed by the provisions of the Companies
Act, 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 of
your Bank had fourteen Directors, out of which nine were
Independent Directors, two were nominee Directors i.e. one
Nominee of Bandhan Financial Holdings Limited ('
BFHL')
and an Additional Director appointed by the RBI, and the
Managing Director & CEO and the two Executive Directors.

Appointments

Mr. Partha Pratim Sengupta (DIN: 08273324)

The Board of your Bank, at its meeting held on October
25, 2024, on the basis of the recommendation of the

Nomination and Remuneration Committee ('NRC') and
as per the approval granted by the RBI, had approved
the appointment of Mr. Partha Pratim Sengupta as the
Managing Director and Chief Executive Officer (' 
MD&CEO')
and Key Managerial Personnel ('
KMP') of the Bank, for a
period of three years, not liable to retire by rotation, with
effect from November 01, 2024, subject to Shareholders'
approval. Accordingly, the Shareholders of the Bank, on
December 26, 2024, have accorded their approval, via
Postal Ballot process, for appointment of Mr. Sengupta as
the MD&CEO and KMP, for a period of three years, with
effect from November 01, 2024 up to October 31, 2027, not
liable 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 retail
and corporate banking. He has been groomed at State Bank
of India (SBI), where he rose to the role of Deputy Managing
Director and Chief Credit Officer of the Bank. He then took
over as Managing Director & CEO of Indian Overseas Bank
(IOB).

Mr. Sengupta is a resilient and outcome-oriented leader
who has demonstrated consistent achievement of goals.

In both his stints, at SBI and at IOB, he has leveraged
technology and innovation for achieving business results.
Mr. Sengupta has spent his career in a range of retail and
corporate branches and business. His postings included
Branch Manager roles at retail and commercial branches,
Forex, Trade Finance and Credit Officer roles, Regional
Manager, Deputy General Manager in Corporate Centre
Internet Banking Department, General Manager Mid
Corporate, etc.

Between 2016 to 2018, Mr. Sengupta served as Chief General

Manager, SBI Kolkata Circle, which included the states of
West Bengal and Sikkim and also the Union Territory of
Andaman and Nicobar Islands. In 2018, Mr. Sengupta was
elevated to the rank of Deputy Managing Director and Chief
Credit Officer of State Bank of India. He was the Chairman
of the Corporate Centre Credit Committee, the highest
sanctioning committee of the Bank just below the Board.
He was a member of the Investment Committee, Fraud
Management Committee, NPA Management Committee
and Operational Risk and Marketing Risk Management
Committees of the Bank. At SBI, he was a permanent invitee
in the Board of SBI as DMD & Chief Credit Officer of the
Bank. He has also been a non-executive director on the
board of SBI's investments (YES Bank, ARCIL, among others)
and IOB's joint venture (Universal Sompo Life Insurance). In
2020, Mr. Sengupta was selected as Managing Director and
Chief Executive Officer of Indian Overseas Bank and led the
bank until December, 2022.

Mr. Ratan Kumar Kesh (DIN: 10082714)

Mr. Chandra Shekhar Ghosh, former MD&CEO of the
Bank, vide letter dated April 05, 2024, informed the Board
that he would retire from the services of the Bank as the
MD&CEO upon completion of his current tenure on July
09, 2024, which was noted by the Board at its meeti ng held
on April 05, 2024. Accordingly, pursuant to the approval
of the RBI and on the basis of the recommendation of
the 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 effect
from July 10, 2024, for a period of three months or till
new MD&CEO takes charge, whichever is earlier, subject to
approval of Shareholders at the ensuing AGM of the Bank.
Accordingly, the Shareholders of the Bank at the 10th AGM
held on August 20, 2024 approved the appointment of
Mr. Kesh as Interim MD&CEO and KMP of the Bank, with
effect from July 10, 2024, for a period of three months or
till new MD&CEO takes charge, whichever is earlier. Further,
pursuant to approval of RBI and recommendation of the
NRC, the Board at its meeting held on October 05, 2024
approved the extension of term of Mr. Kesh as the Interim
MD&CEO and KMP, for a period of one month with effect
from 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 December
26, 2024, have accorded their approval, via Postal Ballot

process, for extension of term of Mr. Kesh as the Interim
MD&CEO and KMP, with effect from October 10, 2024 up to
October 31, 2024, not liable to retire by rotation. Effective
November 01, 2024, Mr. Kesh ceased to be the Interim

MD&CEO and continued in his role as the ED & COO of the
Bank, in terms of the previous approvals of the RBI, the

Board of Directors and the Shareholders of the Bank.

Mr. Arun Kumar Singh (DIN: 09498086)

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 36AB
of the BR Act, for a period of one year from June 24, 2024
to June 23, 2025 or till further orders, whichever is earlier.
Further, the RBI vide its letter dated June 20, 2025 extended
the term of appointment of Mr. Singh for a further period
of one year from June 24, 2025 to June 23, 2026 or till
further orders, whichever is earlier.

Dr. Anup Kumar Sinha (DIN: 08249893)

The Shareholders of the Bank, at its 7th AGM held on August
06, 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 the
second 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 period
of three years from January 07, 2022 up to January 06,
2025. Subsequently, during the FY under review, pursuant
to the recommendations of the NRC and the Board, the
RBI has approved the re-appointment of Dr. Sinha as the
Non-Executive (Independent) Chairman on the Board of
the Bank from January 07, 2025 till July 04, 2026.

Ms. Veni Thapar (DIN: 01811724)

Pursuant to the recommendations of the NRC, the Board

at its meeting held on June 27, 2025, has approved the
appointment of Ms. Veni Thapar as an Additional Director
of the Bank, effective June 27, 2025 and as an Independent
Director of the Bank, for a term of three consecutive
years, with effect from June 27, 2025, not liable to retire
by rotation, subject to approval of Shareholders at the
ensuing AGM, after ascertaining her fit and proper status
and independence from the management of your Bank.
Pursuant to the provisions of Section 161 of the Companies
Act, read with Regulation 17(1C) of the SEBI LODR, she will
continue to hold office as an Additional Director of the Bank,
up to the date of the ensuing AGM or upto three months
from the date of her appointment, whichever is earlier.
Your Bank has received a notice in writing from a member
proposing her candidature as Director on the Board of
the Bank. Further, the Board has also recommended her
appointment as an Independent Director, not liable to
retire by rotation, to the Shareholders at the ensuing AGM,
for a period of three years, effective June 27, 2025, by way
of Special Resolution.

Ms. Thapar, a qualified Chartered Accountant, has over 29
years of extensive knowledge and experience in the fields
of Statutory and Internal Audits, Bank Audits, Government
Audits, Information Systems Audit, Consultancy in Company

Law, Indirect Taxes, FEMA and RBI Matters with an ability
to handle complex and challenging assignments in the field
of Audit, Taxation and International Taxation as a Senior
Partner in the firm, M/s. V K Thapar and Company, a well-
recognised Chartered Accountants firm established in
1965, which she had joined in April 1996, after completing
her training with Price WaterHouse.

She is also serving as Independent Director on the boards of
other listed and unlisted companies and is a member on the
Board of Investor Education and Protection Fund Authority.
She has been an Independent Director on the Boards of
Bank of India for two terms, HLS Asia Limited and Yokogawa
India Limited, both Public Limited Companies and has been
a member on the Board of Governors of Indian Institute of
Corporate Affairs also for two terms.

She has excellent communication skills and has been a speaker
at various forums and a part of various round table and fire
side deliberations, covering topics related to Indian Banks,
their challenges, solutions and way forward; Reforming
Financial Institutions, preparing NBFCs for Future Challenge;
Employability Matrix and Skilling New India; Roadmap for
$5 Trillion Economy; Technology & Ease of Living in Urban
India; Challenges to brick and mortar in an online model;
Auditors contribution to the financial sector and economy
as a whole; Chartered Accountants Profession in the Artificial
Intelligence Era; Role of Independent Directors; Presence and
upliftment of women in board positions; Work life balance
for women among other related areas with a firm conviction
that learning is a continuous process and imagination and
creativity have no boundaries while endorsing responsible
adaptability and compliance.

Ms. Thapar is a qualified Chartered Accountant, a Cost
Accountant from ICMA, a qualified Certified Information
Systems Auditor from ISACA (USA) and a qualified Diploma
holder in Information Systems Audit from ICAI. She is a
certificate holder in International Taxation from ICAI, has
completed the certificate programme in IT and Cyber
Security for Board Members from the IDRBT, has successfully
completed the Online Proficiency Self-Assessment Test for
Independent Director's Database from IICA, a certification
in the IICA Valuation Certificate Programme from IICA, and
has a certification of successfully completing the Directors
Development Program from Harvard Business Publishing
and EgonZehnder.

Re-appointments

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 in
office, 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 been
included in the Notice convening the 11th AGM of the
Bank. Brief profiles of these Directors, together with other
requisite disclosures/details, have been annexed to the said
Notice. 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), during
the continuation of their tenure on the Board of your Bank.

Shareholders approved appointments/
re-appointments

During the FY under review, following appointments/ re¬
appointments were approved by the Shareholders by Postal
Ballot 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 Business
Officer ('
ED&CBO') and KMP of the Bank, for a
period of three years, with effect from March
08, 2024 up to March 07, 2027, liable to retire
by 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 of
BFHL), being longest in office and liable to retire
by rotation, retired at the 10th AGM of the Bank,
and who, being eligible, had offered herself for
re-appointment.

(ii)    Appointment of Mr. Ratan Kumar Kesh (DIN:

10082714) as the Interim MD&CEO, and
designated KMP of the Bank, not liable to retire
by rotation, with effect from July 10, 2024, for a
period 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. Ratan
Kumar 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 to
October 31, 2027, not liable to retire by rotation.

Cessations

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 that
he would retire from the services of the Bank as the
MD&CEO upon completion of his current tenure on July
09, 2024, which was noted by the Board at its meeting
held on April 05, 2024. Accordingly, Mr. Ghosh retired as
the MD&CEO of the Bank at the close of business hours
on July 09, 2024.

Mr. Pankaj Sood (DIN: 05185378)

Mr. Pankaj Sood, Non-Executive Non-Independent Director
(Nominee of Caladium Investment Pte. Ltd.), vide letter
dated December 13, 2024, informed the Board his decision
to step down from the position of Non-Executive Nominee

Director on the Board of the Bank and from any associated
committees, effective immediately. Accordingly, Mr. Sood

ceased to be the Director of the Bank with effect from
December 14, 2024.

Mr. Philip Mathew (DIN: 09638394)

Mr. Philip Mathew, Independent Director, has completed

his term of three years as an Independent Director of the
Bank 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 (DIN: 06916673)

Dr. A S Ramasastri, Independent Director, vide email dated
June 30, 2025, has informed his decision to resign as an
Independent Director of the Bank, with effect from the
close of business hours on June 30, 2025. Accordingly,
Dr. Ramasastri ceased to be the Director of the Bank with
effect from July 01, 2025. Reason for resignation provided
by Dr. Ramasastri vide his email dated June 30, 2025, is - 'As
activities of our Trust (allamrajutrust.org) are demanding
more time from me, I will not be able to continue as an
independent director in the board of Bandhan Bank. I feel
I am not in a position to devote necessary time to the role
of independent director.'. He also confirmed that there are
no other material reasons for his resignation other than
provided in his email, as mentioned above.

Dr. Aparajita Mitra (DIN: 09484337)

Dr. Aparajita Mitra, Independent Director, has completed
her term of three years as an Independent Director of the

Bank on July 12, 2025. Accordingly, Dr. Mitra ceased to be
the Director of the Bank with effect from July 13, 2025.

The Board places on record its sincere appreciation for the
contributions made by Mr. Ghosh, Mr. Sood, Mr. Mathew,
Dr. Ramasastri and Dr. Mitra during their tenure as Directors
of the Bank.

Necessary disclosures with regard to the above
appointments/ re-appointments/ cessations have been
made to the Stock Exchanges, the RBI and the Ministry of

Corporate Affairs.

Key Managerial Personnel

During the FY under review, Mr. Partha Pratim Sengupta

was appointed as MD&CEO and KMP for a period of three
years effective November 01, 2024.

Further, Mr. Chandra Shekhar Ghosh ceased to be MD&CEO
and KMP of the Bank on the close of business hours on
July 09, 2024, upon completion of his tenure, and Mr. Ratan
Kumar Kesh, ED&COO, held the office of interim MD&CEO
and KMP of the Bank from July 10, 2024 till October
31, 2024.

Accordingly, as on March 31, 2025, Mr. Partha Pratim
Sengupta, MD&CEO; Mr. Ratan Kumar Kesh, ED&COO;
Mr. Rajinder Kumar Babbar, ED&CBO; Mr. Rajeev Mantri,
Chief Financial Officer; and Mr. Indranil Banerjee, Company
Secretary of the Bank were the KMPs of the Bank, as per the
provisions of the Companies Act and rules made thereunder.

Meetings of the Board and
Board Committees

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; September
20&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 and
March 01, 2025. The details of the Board meetings held
during the FY, attendance of Directors at the meetings,
and other details have been provided separately in the
Report on Corporate Governance forming part of this
Report, 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 the
Board (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 Sustainability
Committee of the Board (CSR&SCB);

8.    Committee of Directors (COD);

9.    Special Committee of the Board for Monitoring and
Follow up of cases of Frauds (SCBMF) [formerly named
Special 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 of
reference, numbers of meetings held, attendance of
members, etc., of these Board Committees are provided
in the Report on Corporate Governance forming part of
this Report.

Additionally, meeting(s) of Independent Directors, without

the attendance of non-independent directors and members
of management, were also held during the FY under
review. The details of such meeting(s) have been provided

separately in the Report on Corporate Governance forming
part of this Report.

Declaration from Independent Directors

The Bank has received necessary declarations from all
the Independent Directors under Section 149(7) of the
Companies Act and Regulation 25(8) of the SEBI LODR that
they meet the criteria of independence laid down under
Section 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 independence
submitted by Independent Directors and is of the opinion
that the Independent Directors of the Bank fulfil the
conditions specified in the Companies Act and the SEBI
LODR, and are independent of the management. In the
opinion of the Board, all the Independent Directors possess
requisite expertise, experience, integrity and proficiency as
required under the applicable laws and policies of the Bank.

Familiarisation Programmes for
Independent Directors

The details of the familiarisation programme(s) for the
Independent Directors of the Bank have been provided

separately in the Report on Corporate Governance forming
part of this Report.

Board Evaluation

Pursuant to recommendation of the NRC, the Board has

framed the 'Performance Evaluation Policy for the Board,
Committees, Non-Independent/ Whole-time Directors
and Independent Directors' (the '
Board PE Policy'), in

accordance with the relevant provisions of the Companies
Act, the SEBI LODR and SEBI Guidance Note on Board

Evaluation. In terms of the Board PE Policy, performance
evaluation of the Board and its Committees, Chairman
and 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 and
dissent, minutes, etc.

Parameters for the Directors include various aspects, such
as, knowledge and competency, integrity, functioning,
commitment, contribution, attendance, initiative,
teamwork, communication, corporate governance, updates,
etc., and in case of Independent Directors, additional
parameters include fulfilment of the independence criteria
and their independence from the management.

The evaluation process has been carried out electronically.
The Board of Directors have undertaken the evaluation of
Independent Directors, excluding the Independent Director
being evaluated. Similarly, Independent Directors have
done the evaluation of the Board as whole, Non-Executive
Chairman and Non-Independent Directors including the MD
& CEO and Executive Directors. The members of respective
Board Committees have done performance evaluation
of respective Committees. Thereafter, the Independent
Directors at their meeting held on July 16, 2025, based
on 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, the
Board at its meeting held on July 18, 2025, based on the
summary report of performance evaluation carried out
electronically for Directors, assessed the performance
of the Directors including Chairman, Managing Director
& CEO, Executive Directors, Board Level Committees and
Board as a whole and forwarded the summary report of
evaluation to the NRC for reviewing the implementation
of performance evaluation.

Based on the feedback from the performance evaluation
process, Non-Executive Chairman of the Board discusses

the same with respective Directors whereas the Lead
Independent Director discusses the same with the Non¬
Executive Chairman for necessary action. The Board
evaluation provides inputs for optimising the roles and
responsibilities, quality, quantity and timeliness of flow
of information between the Bank's management and the
Board. The Directors have been discharging their roles and
responsibilities as expected by the Board and as required
under the applicable regulatory provisions. The Board
continues to be duly constituted representing various
expertise, skill sets, knowledge and qualification required

for the banking business. There was no observation during
the performance evaluation of the previous years; and so
is the case with the current year.

In addition to internal evaluation, in terms of the Board
PE Policy of the Bank and in order to have independent
assessment, with the concurrence of the Board, the NRC
has approved the engagement of the Indian Institute of
Corporate Affairs ('
IICA'), an external agency, to conduct
a comprehensive performance evaluation of Directors,
Committees and the Board as a whole. The outcome of
the overall performance evaluation exercise will be placed
before the NRC / Board.

Policy on Appointment of Directors

Appointment of Directors on the Board is guided by the
provisions of the BR Act and the guidelines/ circulars

issued by the RBI, from time to time, the Companies Act
and the SEBI LODR. In view of these provisions, your
Bank has adopted a 'Policy on Appointment and Fit &
Proper Criteria for Directors'. In terms of this Policy, while
appointing directors, the NRC/ Board considers fit and
proper criteria, various skill sets, professional knowledge,
practical experience, integrity, gender diversity and
additionally, status of independence in case of Independent
Directors. The details of the same have been included in
the Report on Corporate Governance forming part of
this Report. The Policy on Appointment and Fit & Proper
Criteria for Directors is reviewed on an annual basis and
accordingly, the Policy was reviewed by the Board on the
recommendations of the NRC during the FY, and certain
changes with regard to sourcing of candidates has been
made. 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
.

Remuneration Policy

Your Bank has formulated and adopted a comprehensive
'Compensation Policy' for its Directors, Key Managerial
Personnel and Employees, in terms of Section 178 of
the Companies Act, read with the relevant Rules made
thereunder, Regulation 19 of the SEBI LODR and the
guidelines/ circulars issued by the RBI, in this regard, from
time to time. The details of the same have been included
in the Report on Corporate Governance forming part of
this Report. The Compensation Policy is reviewed on an
annual basis and accordingly, the Policy was reviewed by
the Board on the recommendation of the NRC with one
addition relating to deferred variable cash pay. The updated
Compensation Policy of your Bank is available on your
Bank's website at: 
httDs://bandhanbank.com/DdfViewerJS/
index.html#../sites/default/files/2025-01/Compensation-
Policv.pdf.

Employees Remuneration

As on March 31, 2025, your Bank had 75,032 employees. The

information with regard to the remuneration of directors and
employees 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 employees
in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of the
Companies 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 for
inspection during business hours up to the date of the
ensuing AGM in terms of Section 136 of the Companies Act
and any member interested in obtaining a copy of the same
may send request to the Company Secretary.

Employee Stock Options

Your Bank has instituted Employees Stock Option Scheme
('
ESOP'), i.e., Bandhan Bank Employee Stock Option
Plan Series 1 ('
ESOP Scheme') to enable its employees
to participate in your Bank's future growth and financial
success. Your Bank provides its employees with a platform
for participating in important decision making and instilling
long-term commitment towards the future growth of your
Bank by way of rewarding them through stock options. ESOP
Scheme of your Bank is in compliance with the provisions
of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ('
SEBI SBEBSE') and no change
has been made therein during the FY under review. The
ESOP Scheme is administrated by the NRC. In terms of the
ESOP Scheme, the Options would vest not earlier than one
year and not later than four years from the date of grant
as decided by the NRC/ Board. The Options granted shall
be equally vested over four years. The exercise period shall
be a maximum of five years from the date of the respective
vesting of Options. Since your Bank has been allotting fresh
equity shares upon exercise of Options, the source of the
shares is of primary issuance.

I n terms of the Compensation Policy of your Bank and the
Shareholders' approved ESOP Scheme, fresh grants have
been made during the FY under review to the eligible

employees. Except the Whole-time Directors, none of
the Directors were granted stock options under the ESOP
Scheme during the FY under review. The information
pertaining to the ESOP Scheme as prescribed under the

SEBI SBEBSE is available on the website of your Bank at
https://bandhanbank.com/annual-reports.

Further, as required under the SEBI SBEBSE, a certificate

from the Secretarial Auditor of the Bank certifying that your
Bank has implemented the ESOP Scheme in accordance
with the applicable provisions of the SEBI SBEBSE and
resolution(s) passed by Shareholders, will be made available
electronically during the AGM.

Deposits

Being a banking company, the disclosures required as per
Rule 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 deposits
received and accepted by your Bank, as a banking company,
are enumerated in the Financial Statement for the Financial
Year ended March 31, 2025, and forms part of this Annual
Report for FY 2025.

Compliance and Audit

Your Bank has put in place extensive internal controls
and processes that are commensurate with the size and
scale of the Bank to mitigate Operational and other allied
risks, including centralised operations and 'segregation of
duty' between the front and back-office. The front office
units usually act as customer touchpoints and sales and
service outlets while the back-office carries out the entire
processing, accounting and settlement of transactions in
your Bank's core banking system. The policy framework,
definition and monitoring of limits is carried out by various
mid-office and risk management functions.

Your Bank has set up various executive-level committees
with participation from various business and control
functions that are designed to review and oversee
matters pertaining to capital, assets and liabilities,
business practices and customer service, operational risk,
information security, business continuity planning and
internal risk-based supervision among others.

The second line of defence functions set standards and
lay down policies and procedures by which the business
functions manage risks, including compliance with
applicable laws, compliance with regulatory guidelines,
adherence to operational controls and relevant standards
of conduct. At the ground level, your Bank has a mix of
preventive and detective controls implemented through
systems and processes, ensuring a robust framework in
your Bank to enable correct and complete accounting,
identification of outliers (if any) by the management
on a timely basis for corrective action and mitigating
operational risks.

Your Bank has a Compliance Department, which
independently tracks, reviews and ensures compliance

with regulatory guidelines and promotes a compliance
culture in the Bank. The Compliance Department assists
the Board and Top/ Senior Management in managing the
compliance risk of your Bank. The Compliance Department
ensures that overall business of your Bank is conducted in
strict adherence to the guidelines issued by the RBI and
other regulators, various statutory provisions, standards
and codes prescribed by FEDAI, FIMMDA, etc., by evaluating
the products/ processes, guiding busi ness departments on
the various regulatory guidelines with a special emphasis
on better understanding of the perspective. It closely
works with operational risk and internal audit functions
and monitors various activities of your Bank with more
emphasis on active risk management.

As the focal point of contact with the RBI and other
regulatory entities, the Compliance Department evaluates
the adequacy of internal controls and examines any
systemic correction that is required, based on its analysis
and interpretation of regulatory guidelines and deviations
observed during monitoring and testing. Your Bank has
a robust Anti Money Laundering (AML) framework and
tools to manage the AML risk. It periodically apprises Top/
Senior Management, the ACB and the Board on compliance
levels, based on the changes in the external regulatory
environment. The Compliance Department submits the
compliance report to the ACB at regular intervals providing
the compliance status with the laws/rules and regulations
applicable to your Bank.

Your Bank has an Internal Audit Department ('IAD')
that acts as a third line of defence and is responsible for
independently evaluating the adequacy and effectiveness
of internal controls, risk management, governance systems
and processes and is manned by appropriately qualified and
experienced personnel.

This department adopts a risk-based audit approach
and carries out internal and concurrent audit of various
functions in your Bank, in order to independently evaluate
the adequacy and effectiveness of internal controls
on an ongoing basis and proactively recommending
enhancements thereof. The IAD, during the course of
audit, also ascertains the extent of adherence to regulatory
guidelines, legal requirements and operational processes
and provides timely feedback to the management for
corrective actions. A strong oversight on the operations is
also kept through off-site monitoring by use of data analytics
and to detect outliers (if any) and alert the management for
due corrective action, wherever warranted.

IAD further ensures that independent checks and balances
are in place, and that laid down policies and procedures
are followed and recommendations for improvements in
processes 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 and
directions, 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 undergo
regular training both in-house and external to equip them
with the necessary knowhow and expertise to carry out
the function.

To maintain the independence of these departments, the
performance evaluation of the Chief Compliance Officer
('
CCO') and the Chief Audit Executive ('CAE') are carried out
by the ACB. The Audit function is also subject to periodic

external assurance reviews. Your Bank has always adhered
to the highest standards of compliance and has put in
place appropriate controls and risk measurement and risk
management tools to ensure a robust compliance and
governance structure.

Internal Financial Control

Your Bank also engages external auditors/ firms to carry
out 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, and
the work performed by the auditors, including the audit of
internal financial controls over financial reporting by the
auditors and the reviews performed by management under
the supervision of the ACB, the Board of Directors is of the
opinion that the internal financial controls established and
maintained by your Bank are adequate.

Related Party Transactions

Related Party Transactions that were entered, during the
FY under review, were on an arm's length basis and were in
the ordinary course of business, pursuant to the approval
of the ACB. There were no materially significant related
party transactions during the FY, which could lead to
potential conflicts with the interests of your Bank. Omnibus
approval is obtained from the ACB for the related party
transactions, which are of repetitive in nature as well as for
the normal banking transactions that cannot be foreseen.
Further, approval of the ACB is sought for all the related
party transactions, as applicable, except two related party
transactions for renewal of lease amounting to less than
T15 lakhs, which were ratified by the ACB during the FY. The
quarterly updates on the details of transactions with the
related parties, are placed before the ACB. In terms of the
provisions of Regulation 23 of the SEBI LODR, the approval
of Shareholders was obtained at the 10th AGM of the Bank
for material related party transactions with the promoter
entities, i.e., Bandhan Financial Holdings Limited, Bandhan
Financial Services Limited, Financial Inclusion Trust, and
North East Financial Inclusion Trust for the FY 2025 and
up to the 11th AGM of the Bank for banking transactions
at arm's length and in the ordinary course of the banking
business of the Bank. However, in terms of the amended
provisions of Regulation 23 of the SEBI LODR, acceptance

of current account deposits and saving account deposits
by banks in compliance with the directions issued by the

RBI has been exempted from related party transactions, in
addition to acceptance of fixed deposits.

In terms of the definition of Related Party under the SEBI
LODR, 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 and
promoter 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 Private
Limited (Promoter Group)

(l)    Gamma Spect - Imaging & Diagnostic Centre Private
Limited (Promoter Group)

(m)    Quadramedical Research & Foundation Private
Limited (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 annual
basis and the Policy was reviewed by the Board on the
recommendation of the ACB, with certain amendments
including amendments to align with the regulatory changes
in 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
.

Particulars of Loans, Guarantees
or Investments

In terms of the provisions of Section 186(11) of the
Companies Act, nothing contained in Section 186 of the
Companies Act, except sub-section (1) thereof, shall apply

to any loan made, any guarantee given or any security
provided or any investment made by a banking company in
the ordinary course of its busi ness. However, the particulars
of investments made by your Bank are disclosed in the

Financial Statement for the FY 2025, as per the applicable
provisions of the BR Act.

Whistle Blower Policy/ Vigil Mechanism

Your Bank has adopted the Board approved Vigilance Policy
and Whistle Blower Policy, as required under Section 177
of the Companies Act, Regulation 22 of the SEBI LODR and
applicable circulars issued by the RBI. The policies aim at
putting in place a detailed Protected Disclosure Mechanism
based on RBI directions ("Protected Disclosures Scheme for
Private Sector and Foreign Banks").

These Policies aim to provide an avenue to raise concerns on
Ethical, Legal or Regulatory violations and promptly addressing
them while assuring the confidentiality and protection of
the Whistle Blower against any form of retaliation. Your
Bank is committed to conduct all its business operations and
transactions by maintaining highest ethical, moral and legal
standards. The complaints/ disclosures under the Scheme
covers the areas such as corruption / malpractices, misuse of
office, criminal offences, suspected/ actual fraud, failure to
comply with existing rules and regulations, where such acts
result 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, a
Clean, Open and Transparent workplace, wherein business
transaction, professionalism and productivity are seen as
hallmarks of business practice. Your Bank is also committed
to conduct all its business operations and transactions by
maintaining highest ethical, moral and legal standards.

Your Bank encourages its employees, all stakeholders and
members of general public, who have concerns about
suspected 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 employees
who avail this mechanism and ensures that the personnel
get direct access to the Chairman of the ACB. None of the
Bank's personnel has been denied access to the ACB.

The said Policies are available on your Bank's website
at 
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.

Significant and Material Orders passed
by Regulators or Courts or Tribunals

During the FY 2025, no significant or material orders were
passed by any Regulators or Courts or Tribunals against your
Bank impacting its going concern status and operations
in future.

Statutory Auditors and their Report

In terms of the 'Guidelines for Appointment of Statutory
Central Auditors (SCAs)/Statutory Auditors (SAs) of
Commercial Banks (excluding RRBs), UCBs and NBFCs
(including HFCs)' dated April 27, 2021 ('
RBI Guidelines
on Auditors
') issued by the RBI, banks shall appoint the
Statutory Auditors for a continuous period of three years,
subject to the audit firms satisfying the eligibility norms
each year and the approval of the RBI on an annual basis.
Further, in terms of the RBI Guidelines on Auditors and your
Bank's Po[icy for Appointment of Statutory Auditors, it is
required to appoint two Statutory Auditors. Accordingly,
the Members of the Bank, at the 10th AGM held on August
20, 2024, had approved the appointment of M/s. V Sankar
Aiyar & Co., Chartered Accountants (ICAI Firm Registration
No. 109208W), as the Joint Statutory Auditors of the
Bank for a period of three years, to hold office from the
conclusion of the 10th AGM until the conclusion of the
13th AGM of your Bank to be held in 2027. M/s. V Sankar
Aiyar & Co., Chartered Accountants is holding the office of
Statutory Auditors along with M/s. Singhi & Co., Chartered
Accountants (ICAI Firm Registration No. 302049E), who will
hold 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 of
retiring auditors, M/s. Singhi & Co., Chartered Accountants.
Accordingly, on the basis of recommendation of the ACB,
the Board of Directors has recommended the appointment
of M/s. V. Singhi & Associates, Chartered Accountants (ICAI
Firm Registration number 0311017E), as Joint Statutory
Auditors of the Bank, for a period of three years to hold
office from the conclusion of the 11th AGM until the
conclusion of the 14th AGM of the Bank, for the approval of
the shareholders at the ensuing AGM, subject to approval
of RBI on an annual basis. Approval of RBI has been received
for appointment of M/s. V Sankar Aiyar & Co., Chartered
Accountants and M/s. V. Singhi & Associates, Chartered

Accountants as the Joint Statutory Auditors of the Bank for
the 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 your
Bank for the financial year ended March 31, 2025, forms
part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Joint
Statutory Auditors in their Report. Also, no offence of fraud
was reported by the Joint Statutory Auditors of your Bank
under Section 143(12) of the Companies Act read with Rule
13(3) of the Companies (Audit and Auditors) Rule, 2014.

Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Companies

Act and Regulation 24A(1) of the SEBI LODR, the Board had
appointed CS Hansraj Jaria, Practising Company Secretary
(FCS No.: 7703, C.P No.: 19394), as the Secretarial Auditor
to conduct Secretarial Audit of the Bank for FY 2025.
Accordingly, the Secretarial Audit Report for FY 2025
is enclosed to this Report as 
Annex - 3. There is no
qualification, reservation, adverse remark or disclaimer in
the Secretarial Audit Report. Further, no offence of fraud
was reported by the Secretarial Auditor of your Bank under
Section 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 and
recommended the appointment of M/s. Makrand M. Joshi
& Co., Company Secretaries (ICSI Firm Registration Number:
P2009MH007000), as Secretarial Auditor of the Bank, for
a period of five consecutive years, i.e., with effect from
April 01, 2025 to March 31, 2030 for the approval of the
shareholders at the ensuing AGM, in terms of the provisions
of the Regulation 24A of the SEBI LODR and Section 204 of
the Companies Act.

The resolution in this regard is being proposed at ensuing
AGM for approval of the Members.

Cost Records

In terms of the provisions of Section 148(1) of the

Companies Act read with Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014, your Bank is not required

to maintain cost records and accordingly, is not required to
undergo cost audit.

Corporate Governance

Corporate Governance is based on the principles of
conducting business with integrity, fairness and being

transparent in all transactions, making necessary
disclosures. Decisions are made in compliance with the
laws of the land, with full accountability and responsibility
towards the stakeholders, and a commitment to conducting
all business in an ethical manner. Your Bank is committed to
achieving the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements

set by the regulators. A separate section on Corporate
Governance standards followed by your Bank and the
relevant disclosures, as stipulated under the SEBI LODR,

the Companies Act and rules made thereunder, forms part
of this Report as Annex - 4.

A Certificate from CS Anjan Kumar Roy, Practising Company
Secretary (FCS No.: 5684/CP No.: 4557), regarding
compliance with the conditions of Corporate Governance,
as stipulated in the SEBI LODR, is annexed to the Report
on 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 Return
of 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 website
at the said link, upon filing of the same with the Registrar of
Companies under Section 92(4) of the Companies Act.

Management Discussion & Analysis

The Management Discussion & Analysis Report for the
FY 2025, as prescribed under the SEBI LODR, forms part of

this Report and is enclosed as Annex - 5.

Business Responsibility and Sustainability
Report

In terms of the provisions of Regulation 34(2)(f) of the
SEBI LODR read with relevant SEBI circular, the Business
Responsibility and Sustainability Report (BRSR) of your

Bank providing its performance against the nine principles
of the 'National Guidelines on Responsible Business
Conduct' ('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 complied
with the applicable provisions of the Secretarial Standards
issued 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 Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

Your Bank has adopted zero tolerance towards any action
on the part of any of its employees, which may fall under
the ambit of 'sexual harassment' at workplace and is fully
committed to uphold and maintain the dignity of every

woman constituent associated with your Bank. It takes all
necessary measures to ensure a harassment free workplace
and has instituted an Internal Committee for redressal of

complaints and to prevent/ prohibit sexual harassment,
in compliance with the guidelines enumerated in the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. At the beginning of
the FY under review, four complaints were pending, which
were resolved during the FY. Further, thirty-one complaints
were received during the FY, out of which twenty-three
complaints had been closed during the FY whereas eight
complaints were pending at the end of the FY, which have
since been closed. None of the complaints received during
the FY were pending for more than 90 days and all statutory
ti melines were duly adhered to for the inqui ries conducted
by the Internal Committee during the FY.

Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings and Outgo

Driven by its commitment to reduce carbon footprints,
energy conservation is integral to your Bank's vision and
operations. Your Bank mandates the use of BEE Standard
Energy Efficient equipment and promotes Energy Efficient
Building Design, adhering to the Energy Conservation
Building Code (ECBC), in all new projects. Some of the steps
undertaken by your Bank towards conservation of energy
are as under:

Smart building systems implementing energy-efficient

glass facades and advanced building management systems
to optimise energy consumption and enhance sustainability.

At banking outlets, the focus is on strict segregation and

zoning critical and non-critical areas for improving HVAC
efficiency, use of high-performance glass reducing glare

and heat gain, optimised window-to-wall ratios, strategic
building orientation, and equipment retrofitting.

•    Tracking of energy usage across all levels, benchmarking
against international best practices at all levels and
comparing with the best international benchmarks.

•    Incorporation of smart meters for energy use
monitoring and engagement with key stakeholders, at
regular intervals, to drive energy conservation in the
organisation culture;

•    Adoption of cutting-edge technologies in HVAC and
inductive equipment, such as variable frequency drives

(VFDs) and systems with improved IKW (input kilowatt
per ton), to enhance energy efficiency;

•    Lighting: Incorporation of 100 per cent. LED for lighting,

daylight harvesting, timed illumination of signage
through central monitoring system. Natural daylight
utilisation is encouraged in your Bank's premises;

•    Daily operations and usage: Implementing energy¬
saving practices through basic hygiene practices on
energy usage through occupancy sensors, zoning of
electrical circuits and master switches for premises.

In the recent past, your Bank has put up three mega
Currency Chests with five-star energy ratings;

•    Water Conservation: Implementing ground water
recharge through rain water harvesting in upcoming
projects, volume flow controls at sinks, water recycling
through STPs;

•    Employee Awareness: Increased employee training and
awareness programs related to energy conservation.

Feasibility studies are being done for commencing the

installation of solar panels on the rooftops of select
branches and administrative buildings, with a target of
achieving a significant percentage of your Bank's energy
needs from solar power by the end next FY.

Information Technology at the Bank

In today's rapidly evolving financial landscape, Information
Technology (IT) continues to play a pivotal role in redefining

the future of banking. Your Bank remains steadfast in its
commitment to leverage cutting-edge technologies to

deliver enhanced customer experiences, drive operational
excellence, and ensure robust security in an increasingly
digital ecosystem. Over the past year, your Bank had made
significant strides in its digital transformation journey, with

focused investments and strategic initiatives that have
bolstered efficiency, innovation, and sustainable growth.

Expansion of Digital Banking Services

Your Bank had continued to enhance its digital offerings,
ensuring secure and seamless banking experiences
for its customers. Noteworthy advancements during

the FY include:

•    Neo FD: Enabled customers to remotely open Fixed
Deposit accounts through a video KYC process.

•    QR based Loan Repayment: Introduced unique QR codes
facilitating direct loan EMI payments for EEB customers
via 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 contactless
payments on Bandhan Bank POS terminals using its
debit cards.

•    Transaction Monitoring: Strengthened real time digital
transaction monitoring.

Robotic Process Automation (RPA)

To streamline operations and reduce manual dependencies,
your Bank implemented Robotic Process Automation

across key functions. This initiative had resulted in faster
processing, improved accuracy, and allowed employees to
focus on higher-value tasks.

Strengthening Cybersecurity

As cybersecurity remains a top priority, your Bank had made
substantial enhancements to its security infrastructure,

ensuring greater resilience against evolving threats. Key
initiatives included:

•    Deployment of advanced anti-malware solutions.

•    Strengthened access controls for the Core Banking
System (CBS) through Identity and Access Management

(IDAM).

•    Implementation of an application monitoring tool for
proactive alerts and issue resolution.

•    Rollout of Endpoint Detection and Response (EDR) for

advanced endpoint protection.

•    On-premise implementation of DDoS protection to
safeguard perimeter security.

Customer-Centric IT Initiatives

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 drive
customer retention and engagement by centralising
reward programs.

•    Secured authorisation to open pension accounts
for central civil and railway retirees, including
integration with the Jeevan Pramaan portal for life
certificate submissions.

•    Enabled direct payment of Income Tax and GST through
net banking, debit cards, and UPI.

•    Rolled out regulatory SMS notifications to inform DPD

(Days Past Due) customers about credit data submission
to 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 on
all exchange / derivative transactions) and the total foreign
exchange outgo was 79.59 crore towards the operating and
capital expenditure requirements.

Development in Human Resources

Human Capital Management

In a rapidly evolving financial landscape, your Bank has been
focused towards building an Organisation that thrives on
diversity, inclusivity, fostering innovation and community
connection. This is reflected in the wide base of 75,032
employees based across 6,351 banking outlets and offices
as on March 31, 2025.

FY 2025 has been a transformative year for your Bank,
marked by implementing key reforms and strategic
initiatives aligned with its Organisation Values that
prioritise 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 and
elevated more than 2,000 employees.

•    Your Bank doubled down on "Hire from within" this year,

reflecting its belief that its people are the strongest
foundation for growth. Your Bank scaled up its Internal
Job Posting (IJP) platform, inviting staff to apply for new
roles and career paths internally.

•    Your Bank forged strong campus-to-career pathways to
bring fresh talent into Bandhan Bank ensuring a steady
influx of skilled professionals. Empowering young
professionals to build a stable and rewarding career
in the financial field, your Bank visited 34 top Premier
institutes and selected 133 young students offering
dynamic career opportunities and creating robust talent
pipeline - from interns to full-time bankers.

•    Your Bank in FY 2025 has focused in implementing

strategies fostering a sense of community, promoting a
culture of inclusivity with enhanced team collaboration,
camaraderie, and overall employee well-being. During the
FY under review, your Bank organised Football and Cricket
tournaments across 10 and 5 states respectively engaging
2000+ employees who participated across locations.

•    Your Bank in FY 2025, conducted a follow up survey
in continuation to the employee engagement survey

with Gallup in 2022. In 2024 survey, your Bank has
outperformed with an even better score of 4.56 out
of 5 with an improved level of employee participation.
Your Bank has also been recognised with the Gallup
Exceptional Workplace award 2025.

The above implemented initiatives portray your Bank's
commitment to cultivate a resilient, future-ready
organisation built on strong internal bonds.

Learning and Development

Employees' Learning and Development ('L&D'):

For the FY 2025, your Bank has taken a quantum leap in
building the Learning and Development proposition for

its employees. Your Bank has developed programs to
equip employees with the necessary skillset, mindset and

knowledge to enable them to meet the challenges of a
rapidly changing banking industry.

This year, your Bank has focused on building employee

competencies and focused on key strategic imperatives
such 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 on
behavioral learning interventions to strengthen the
Leadership pipeline. These include the following:

•    Bespoke Leadership development interventions through
ISB (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 line
with our focus on Diversity Equity and Inclusion.

•    Several behavioral interventions based on the needs of
specific audiences- Leading Self for Junior management/
Leading Others for Middle and Leading Managers for
Top management.

•    A lean six sigma green belt intervention for process

excellence was also piloted with impact on multiple
ongoing projects.

Capacity Building and External Training Programs:

Employee capacity building initiatives are the top
priorities for your bank, and during the course of the FY,
5,689 employees participated in various external capacity
building programs.

Digital Learning Initiatives

In order to broaden the scope of capacity building for its
employees, your Bank has invested in a world class E-learning
service provider called Linkedin Learning. This will provide
Senior Managers and above access to over 24,000 learning
resources at the comfort of their workstations.

Key L&D Metrics to drive learning & development

initiatives in your Bank during the FY under review are
enumerated below:

•    3 million learning hours achieved during the FY, a growth
of 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 a
71 per cent. increase from the previous year.

•    Digital learning penetration among employees grew
substantially in FY 2025. Logins on the Learning

Management System (Bandhan Edge) reached 12,60,879
by March 2025, marking a notable increase of 50 per
cent. from the previous year.

Digitisation in HR

Digitalisation in HR has been a strategic initiative aimed
at enhancing our talent acquisition, development, and
management capabilities. This has enabled your Bank
to improve efficiency, reduce manual administrative
tasks, and focus more on strategic initiatives that drive
organisational growth.

Through HRMS, your Bank hosts all employee life cycle

journeys and self-service activities allowing ease of
access for routine transactions such as attendance, leave
management, travel, performance management, query
resolutions, alumni portal, etc. It is also a knowledge
repository on your Bank's policies, processes and
personal records.

Employee Benefits

Employee Health and Wellness

Your Bank considers its employees as its most valuable
assets and has therefore always remained proactive in

carefully reviewing the Health & Wellness quotient. To
facilitate quick medical attention for employees in medical
emergencies, your Bank has tie-ups with hospitals in key

locations across the country. Various Health awareness
programs 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.

Compliance with the Maternity Benefit Act, 1961

Your Bank celebrates the gift of parenthood and
undertakes several initiatives to support its employees as
they take on new responsibilities as parents. In line with
the Maternity Benefit Act, 1961, female employees are
eligible for maternity leave of 26 weeks. Your Bank also
provides adoption leave to women employees. Your Bank is
in compliance with the provisions of the Maternity Benefit
Act, 1961.

Paternity leave of 5 days was introduced beyond regular
privilege leave to promote gender equality and enable male
employees to support during childbirth.

Employee Health Check-up Policy

As one of the measures to encourage employees to stay
healthy, 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 employees
can avail the services at discounted rates.

Wellness Platform

B Well Digi Care Plan is an assimilation of all health benefits
offered to employees under one roof, knit together by
state-of-the-art technology and 24/7 customer support.
The platform offers free online medical consultations and
facilitates medicine deliveries, diagnostics services, thereby
ensuring accessible healthcare solutions. Other services
include discounted Dental/Eye Consultations & Procedures,
Discounted Gyms and Fitness Services including Yoga,
Zumba, etc., fully sponsored IPD Assist - Post Discharge
online care & doctor consultations and Health Assessment.
A wealth of online wellness resources & health articles is
also available in the Wellness Platform.

HR Compliance

Your Bank adhere to all applicable Statutory and Regulatory
laws and guidelines in their true spirit and stay updated
with the changing dynamics of the laws. Your Bank
ensures all statutory payments are timely remitted to the
respective authorities and required compliance records
are meticulously maintained. All necessary returns and
disclosures are furnished to the relevant authorities in a
timely manner according to the provisions of law.

Discipline & Ethics Management

The Code of Conduct and Ethics ('Code') articulates your
Bank's commitment to conduct business in accordance
with the highest ethical standards and in compliance with

all applicable laws, rules and regulations. At Bandhan Bank,
ethical behaviour is inseparable from honesty, integrity and
good judgment. Accordingly, all employees are required to
follow the Code and act with a high degree of professional
and ethical standards.

Your Bank has a Discipline & Ethics Management team,
which takes multiple initiatives to foster ethical business
standards, such as dissemination of circulars sensitising

employees, awareness on the consequences of indulging
in misconducts/malpractices, releasing various posters,
emailers, HRMS campaigns, sharing of case studies, etc.

Risk Management

Your Bank has an independent and robust risk management
framework which effectively addresses both financial and
non-financial risks. Risk Management at your Bank includes
risk identification, risk assessment, risk measurement
and risk mitigation which stands at its core to create
maximum value for shareholders, clients, employees, and
communities. Your Bank has policies and procedures to
systematically measure, assess, monitor, and manage risks
across all its portfolios.

Your Bank is committed to creating an environment of risk

awareness at all levels. Your Bank's view on risk is dynamic
and it aims at constantly upgrading controls and security
measures, including cyber security measures, to avoid or

mitigate various risks. The ability to manage risk is strongly
supported by a strong risk conduct and risk aware culture.
Further, Risk transparency is fostered through reporting,

disclosure, sharing of information and open dialogue on the
risks 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 been
put in place to separate duties and ensure the independence
of Risk Measurement, Monitoring and Control functions.
This framework visualises the empowerment of Business
Units at the operating level, with technology being the key
driver, enabling the identification and management of risk
at the place of origination. Your Bank's Risk Management
Department is responsible for setting up the appropriate

risk control mechanism to quantify and monitor risks in

timely manner.

Risk Appetite

To address various risks that your Bank faces in its business,
it has established a risk appetite framework which
defines the levels and types of risk that are acceptable
and within its defined risk capacity. The framework is
defined with the goal of aligning risk taking with your
Bank's strategy, business and capital plans. Furthermore,
risk-specific policies, limits and triggers are implemented
to operationalise the appetites at enterprise level for
enabling effective monitoring and providing cushion for
initiating a timely risk mitigation plan.

The risk appetite framework is approved on an annual
basis and is a pre-cursor to the strategy of your Bank. A
comprehensive dashboard that shows all the risks that your
Bank carries at any given time is provided by the Risk Profile,

which is a component of the Risk Appetite Framework. It
links goals and priorities to risk management in a way that
empowers employees to serve customers well and meet
financial targets. Your Bank has a quarterly risk appetite and
annual risk appetite with defined quarterly glidepath for
effective monitoring along with a well-defined Governance
framework for better efficacy.

Risk Culture

Risk culture is a set of norms, and behaviours related to
awareness, management, and controls of risks. In your Bank,
risk culture is at the centre of both the risk management
framework and risk management practice. The desired risk
culture behaviours are aligned to your Bank's core values
thus forming an effective basis for risk culture since these
are used for performance management, recruitment,
and development.

The Board and Senior Management sets the "tone at the
top" and has a trickle-down effect on all employees. Thus,
it supports a strong culture, which is defined by your Bank's
expectations, 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 circulates
and promotes information security awareness contents
and materials through several mediums (SMS, Email,
Screensaver, Circular, etc.) to cover its Board members,
employees, customers, and vendors. Your Bank educates
its staff on risk management through periodic newsletters,
circulars, floor-level awareness seminars, trainings,
workshops, and innovative desktop screensavers.

Stress Testing

Your Bank recognises the importance of stress testing as an
integral risk management tool. Your Bank's Stress testing
includes Scenario testing, which examines the impact of a
hypothetical future state to define changes in risk factors

as also Sensitivity testing, which examines the impact
of an incremental change to one or more risk factors. In
addition to standard stress scenarios, your Bank conducts
stress testing based on various themes driven by climate,
macroeconomic, etc. Your Bank carries out reverse stress
testing, in order to identify circumstances that may lead to
specific, defined outcomes.

Internal Capital Adequacy Assessment Process
(‘ICAAP')

Your Bank conducts a comprehensive ICAAP exercise on

a yearly basis with respect to the adequacy of Capital
under normal and stressed conditions. The examination of
capital requirements under normal economic and adverse
market conditions enables your Bank to determine whether

its projected business performance meets internal and
regulatory capital requirements. The assessment is to
identify, assess, and manage all risks that could potentially
have a significant negative impact on its business, financial
position, or capital adequacy.

The ICAAP comprises of a point-in-time assessment of

exposures and risks at the end of the FY, along with a
forward-looking stress capital assessment. Your Bank
also conducts back-testing assessments as part of ICAAP
process to assess its stress scenarios.

Risk Management Framework

Your Bank's Risk Management Framework sets forth the
core principles on how it seeks to manage and govern
the risk. Your Bank's comprehensive risk management
is overseen by its Board of Directors who has the overall
responsibility for your Bank's Risk Management, including
culture and governance framework. The Risk Management
Committee of the Board ('
RMCB') assists the Board in
discharging these responsibilities effectively. The RMCB
annually reviews and approves your Bank's risk management
framework. The RMCB plays a crucial role in guiding the
development of policies, procedures, and systems, and
continuously evaluates their suitability and relevance to
the evolving business landscape. The RMCB also oversees
the Risk Management Department ('
RMD') and the Chief
Risk Officer ('
CRO') reports functionally to the RMCB. The
RMCB meets the CRO on one-to-one basis, without the
presence of the Whole-time Directors including MD&CEO,
on quarterly basis.

Major Risks

Your Bank's risk management approach is to ensure that
major risks and emerging risks, as they evolve, are identified,
managed, and incorporated into its existing risk management
assessment, measurement, monitoring and escalation
processes. By adhering to these protocols, management
can be sure of growing the business in a risk-controlled
manner and fulfilling their ongoing responsibilities for risk
supervision. The Board and senior management deliberate
top and emerging risks on a regular basis.

Asset/ Liability Management (ALM)

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 framework
for liquidity and interest rate risk management. As a part
of assurance towards sound Risk Management practices,
your Bank regularly reviews its Internal Policies to adapt to
changes in market conditions.

Your Bank's Asset Liability Management Committee
('
ALCO') monitors and manages Liquidity and Interest
Rate risks. Your Bank actively assesses ALM Risk, which
involves evaluating, monitoring, and managing interest
rate risk, market risk, liquidity, and funding, which
potentially can have a significant earnings impact. Your
Bank has implemented a robust mechanism to monitor
critical ratios and has always maintained healthy Liquidity
ratios; Liquidity Coverage Ratio ('
LCR'), much above the
regulatory minimum LCR requirement by having significant
High-Quality Liquid Assets ('
HQLA') as also the Net Stable
Funding Ratio ('
NSFR'), which is measured as the proportion
of long-term assets that are funded by stable sources.

Climate-related Financial Risks

Your Bank has incorporated climate risk in its risk
management framework. Your Bank has incorporated
provision in its Credit Policy to support green financing and

considering proposals from such segments to encourage
green financing. As part of the stress testing policy,
scenarios related to climate risk have been incorporated.

Credit Risk

Your Bank defines credit risk as the risk of loss associated
with a borrower or counterparty default (failure to meet
obligations with agreed upon terms). Your Bank has
established robust credit appraisal and risk management
frameworks for identifying, measuring, monitoring, and
controlling the risks in credit exposures.

Your Bank balances the risk and return by setting certain
objectives, e.g., ensuring credit quality is not compromised
for growth; mitigating credit risk in transactions,
relationships and portfolios; using its credit risk rating and

scoring systems or other approved credit risk assessment
or rating methodologies, policies and tools; appropriate
pricing based on credit risk taken; systems and controls
for detecting and preventing inappropriate credit risk;
applying consistent credit risk exposure measurements;
ongoing credit risk monitoring and administration; and
avoiding activities that are inconsistent with its values,
code of conduct or policies. Your Bank undertakes studies
to identify trends in the movement of NPAs, SMAs etc., to
keep track of the asset quality.

Information Security and Cyber Risks

Cyber security in banks has gained paramount importance,
as banks are investing extensively in IT platforms enabling
them to move towards digitisation, enhance customer
experience, reduction of transaction cost, compete
with peers etc. Across banks in India, large amounts of
confidential data reside in bank's Data Centres and flows
through bank's servers and various networks and devices.
To protect your Bank's IT systems, confidential data of both
your Bank and its customers, either in rest or in motion,
and to ensure continuity of business, your Bank has policies
and frameworks in place for Information security and
Cyber risks.

Banks are exposed and susceptible to various types of
cybercrime. Cyber-attacks have become more sophisticated
and organised and they are continuously carrying attacks
in volume, frequency, and severity. Malware perpetrators
are inventing and inflicting various types of malware
attacks. Distributed Denial of Service ('
DDOS') activity is
ever-increasing and evolving as they are using Internet of
Things ('
IOT') devices as platform to conduct such attacks.
Your Bank has not experienced any material loss relating to
these 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 systems
in order to protect its networks, computers, software,
and data from attack, damage, or unauthorised access.
Your Bank has its own independent 24x7 C-SOC (Cyber
Security Operations Centre) for a state-of-art centralised
and consolidated cybersecurity incident prevention,
security event monitoring, detection, and response which
is backed by data and tools for sound analytics. Your Bank
is also ISO 27001:2013 certified, for its information security
management. Your Bank is also proactively involved in
industry cybersecurity efforts and working with other
parties, including its third-party service providers and
governmental agencies, to continue to enhance defences
and improve resiliency to cybersecurity threats.

Operational Risk & Resilience

Your Bank actively manages the Operational risk, which
is the risk resulting from inadequate or failed internal
processes, people and systems, or external events. Your
Bank has a Board approved Operational Risk Management
& Operational Resilience Policy, which outlines the
governance structure and processes for managing
operational risk as well as Operational Resilience. Your
Bank has also put in place robust Fraud Risk, Outsourcing
Risk, Resilience Risk encompassing Business Continuity
Risk, Compliance Risk and Legal Risk Frameworks within
its Operational Risk Management. Your Bank also has
an effective IT Risk, Change Management and Incident
Management 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 services
to customers. As such, it is essential to protect the critical

infrastructure in your Bank from natural and man-made
disasters / events and ensure business continuity of

the various operational units. Your Bank has a Business
Continuity Risk Management framework within its
Operational Risk Management & Operational Resilience
Policy in place with the objective to recover critical activities
and systems within defined timelines; safety of people
and its assets; to communicate with stakeholders during
emergency, etc. Business conti nuity risks are reviewed and
regular updates are given to Operational Risk Management
Committee ('
ORMC') and the RMCB.

Outsourcing Risk

Outsourcing risk refers to potential losses from relying on
third-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 Bank
identifies these risks by evaluating outsourced functions and
vendor reliability at the time of empanelment by assessing
risk through due diligence and compliance reviews, and
monitoring performance via regular reviews and audits.
Your Bank has implemented comprehensive outsourcing risk
management framework with roles and responsibilities for
identification, measurement, mitigation, management, and
reporting of risks associated with Outsourcing activities.

Market Risk

Your Bank's market risk management consists of identifying

and measuring risks, control measures, monitoring, and
reporting systems. Your Bank actively manages Market risk,
which is the risk of possible economic loss from adverse
changes in market risk factors, such as, interest rates, credit
spreads, foreign exchange rates, equity and commodity
prices, and the risk of possible loss due to counterparty
exposure. This applies to implied volatility risk, basis risk,
and market liquidity risk. Value at Risk (VaR) is a tool for
monitoring risk in your Bank's trading portfolio and is used
for estimating the potential loss from adverse movements
in the financial markets.

Regulatory Risk

Your Bank recognises the utmost importance of regulatory

risk. It closely monitors changes in the regulatory landscape
and assesses how new regulations might affect its
business and strategy. In order to take proactive steps to
identify emerging risks, your Bank regularly examines the

regulatory environment.

Reputational Risk

Your Bank's reputation is rooted in the perception of its
stakeholders, and the trust and loyalty they place in it is
core to its purpose as a financial services organisation.
Any adverse stakeholder and public perception about your
Bank may negatively impact its ability to attract and retain
customers and may expose it to litigation and regulatory
actions. In today's world where communication is a key, your
Bank maintains regular communication with its internal
as well as external stakeholders through appropriate
engagement mechanisms to address their expectations
and address any concerns they may have.

The Reputational Risk Management Framework of your
Bank is made up of interconnected characteristics that
could have an impact on different stakeholders. Your Bank
is also measuring and tracking the idiosyncratic risks related
to stock price movement, as also social as well as traditional
media sentiments, complaints, regulatory action, etc., on
a periodic basis.

Strategic & Business Risk

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 that
suitable risk mitigation measures are timely taken. As
part of strategic risk assessments, your Bank conducts
assessment to review the Business strategy on A/E (Actual
vs. Estimated) basis and assessments are presented to the
RMCB. Your Bank has a robust Business Risk Management
Framework in place, which involves monitoring actionable
metrics, including various financial indicators, as well as
your Bank's competitive position in the industry.

Material Changes and Commitment
affecting Financial Position of the Bank

There were no material changes and commitments,
affecting the financial position of your Bank, which have
occurred between the end of the Financial Year of the
Bank, i.e., March 31, 2025, to which the financial statement
relates, and the date of this Board's Report.

Change in the Nature of Business

During the FY 2025, there has been no change in the nature
of business of your Bank.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, the Board of Directors

hereby confirms that:

i. In the preparation of the annual accounts, the
applicable accounting standards have been followed

along with proper explanation relating to material
departures, if any;

ii.    We have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the Bank's state of affairs as on March
31, 2025, and of its profit for the FY ended on that date;

iii.    We have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act for safeguarding the assets of the Bank and for
preventing and detecting fraud and other irregularities;

iv.    We have prepared the annual accounts on a going
concern basis;

v.    We have laid down internal financial controls to
be followed by the Bank and that such internal
financial controls are adequate and are operating
effectively; and

vi. We have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Acknowledgements and Appreciations

The Board of Directors of your Bank extends its gratitude

for the invaluable support and guidance received from the
Reserve Bank of India, other government and regulatory
authorities, and financial institutions. The Board also thanks
the 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 valued
clients and customers for their patronage.

The Board also expresses its deep sense of appreciation
to all the employees for displaying their strong work

ethics, excellence at work, professionalism, teamwork,
commitment and initiative, which have led to the Bank
making good progress. The Board will continue to strive
for improvements as your Bank continues on its journey

towards achieving its objectives.

For and on behalf of the Board of Directors
Bandhan 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 basic
text 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 Mutual
Fund is considered to be a part of the Promoter Group of the Bank
and the holding of Bandhan Mutual Fund in the Bank will be part
of the “aggregate holding" of Bandhan Financial Holdings Limited
in the Bank.

5

Since May 14, 2025.

There were no Related Party Transactions required to be
reported in Form AOC-2. However, necessary disclosure

as required under the Accounting Standards (AS 18) read
with 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 in
the note no. 18.12 to the Annual Financial Statement
for the FY 2025. Your Bank has a Policy on dealing with