Your Board of Directors ("Board") is pleased to present the Seventeenth Annual Report on the business and operations of the Bank
together with the Audited Financial Statements of the Bank and Independent Auditors’ Report for the Financial Year ("FY") ended
March 31,2025.

A. FINANCIAL SUMMARY AND HIGHLIGHTS

The Bank’s performance during the FY ended March 31, 2025, as compared to the previous FY is summarized below:

(H in Crores)

a) Key Performance Highlights:

• The Net Interest Income of the Bank for the year was
H 1,106.1 Crores as compared to H 962.2 Crores in the
previous year (YoY growth of 15%).

• The Bank has achieved a Profit of H 115.0 Crores for
the year ended March 31,2025, as compared to Profit
of H 216.0 Crores in the previous year.

• The Gross Loan Portfolio witnessed a jump of 18.5%
to H10,251.2 Crores and there was a substantial rise
in deposits by 36% to H 10,579.6 Crores.

• The Balance sheet size grew to H 15,614.4 Crores as
on March 31,2025, as compared to H 12,377.7 Crores
as on March 31, 2024 (YoY growth of 26.1%).

• The CASA constituted 20.9% of the overall
deposits of the Bank.

• The Capital Adequacy Ratio ("CRAR") was 25.8%
as on March 31, 2025 (March 31, 2024: 28.4%) as
compared to the statutory minimum required 15%.

• The Provision Coverage Ratio ("PCR") as on March
31, 2025 was at 37.7% and including the CGFMU
benefit, PCR was at ~100%.

• Cost to Income ratio for the year ended March 31,
2025 was 70.6 % as compared to 61.6% for the

previous year. The Return on Assets was at 0.9% in
FY’25 as compared to 2.1% in FY’24.

• The number of banking outlets increased from 695
as on March 31, 2024 to 710 as on March 31, 2025,
including, 197 Unbanked Rural Centres.

B. OVERVIEW OF BUSINESS & OPERATIONS

In a challenging global macroeconomic and geopolitical
environment, the Indian economy has displayed a
sharp growth momentum, with resilience and financial
stability. Despite several challenges and uncertainties,
the Indian economy remained on a positive trajectory,
positioning itself as a key player in the global economic
landscape. With a prudent fiscal policy and a conducive
business environment, India is poised to sustain its
growth momentum and strengthened its position in
global economy. The government’s initiatives to boost
manufacturing, infrastructure development, and digital
transformation have propelled the economy forward,
attracting both domestic and foreign investment.

The banking and financial sector played a crucial role in
supporting this growth momentum, contributing to overall
economic stability and development. The optimistic
economic environment presents ample opportunities
for small finance banks in India to contribute to financial
inclusion and economic development.

During FY 2024-25, the Bank demonstrated consistent
resilience in secured assets, however faced challenges in
the Micro Finance sector due to a range of issues which
impacted the whole sector. The Bank had been subscribing
to the CGFMU (Credit Guarantee) scheme since FY 2022¬
23, which has helped the Bank to mitigate the challenge
during the stress and helped protecting the capital. The
Bank continued its growth momentum on key metrics,
including Asset and Deposit growth, and digital products
for higher engagement with Customers. The Bank also
remained focused on sustainable growth, leveraging its
strong regulatory compliance framework, with a focus
on digital products and strategic partnerships to fortify
its position in the market and deliver consistent returns
to stakeholders.

The Bank shall be focussing on the following
during FY 2025-26:

a) Individual Loans: Sustaining focus on Individual
Loans with continued coverage under government-
backed insurance schemes.

b) Focus on MSME segment: The Bank shall be
capitalizing on the growth of the MSME segment.

c) Secured Products: Driving deeper market penetration
and continued momentum of secured products
like mortgage & CV, to achieve 55% secured mix
for balanced, lower-risk, growth. Further, the Bank
would be focussing on Asset quality during the
year. The Bank’s focus would continue in individual
loans (both ETB as well as NTB) with 100% CGFMU
Coverage. Further, the Bank would also be focussing
on expanded reach for its Wheels business in new
markets and products, targeting sustained CAGR with
stable asset quality. Also, regarding the Mortgage
business, the Bank would be maintaining momentum
with a focused segment-wise approach and continued
investments in the ecosystem.

d) Customer-related initiatives: The Bank offers a suite
of deposit and loan products catering to various
customer segments. During the year under review,
the Bank has introduced the following products and
collaborations:

• Women Savings Account: Launched Women’s
Savings Account product with added benefits
and better returns on savings account.

• Double Joy Deposit: During the year the Bank
launched 'Double Joy Deposit’, which is a
distinctive long-term recurring deposit scheme
designed to combine disciplined savings with
assured returns. The 22-year product features
an 11-year contribution period followed by an
11-year systematic withdrawal phase, offering
customers a predictable income stream. At
maturity, the deposit delivers 2x returns on the
total invested amount-making it a compelling

solution for long-term financial planning and
income stability. This innovative product
reinforces the Bank’s commitment to customer¬
centric solutions that promote long term
financial security.

e) Digital Tie-Ups: The Bank shall work towards focused

growth via segmented CA, digital SA, and a hybrid
(digital & low-cost branch led) FD strategy. Further,
the Bank shall be accelerating its digital journey to
offer various products through partners like secured
credit card & credit on UPI and positioning itself as
the preferred banker for the aspiring middle class.

C. DIVIDEND

The Bank has formulated and implemented a Dividend
Distribution Policy pursuant to Regulation 43A of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations”) and RBI Requirements
with an objective to appropriately reward shareholders
through dividends for reposing their confidence in the
Bank while retaining the capital required for supporting
future business growth. The said Policy is available on the
website of the Bank at:- https://www.suryodaybank.com/
assets/pdf/policies/suryoday-dividend-distribution-policy-
fy-25-26-1-0.pdf

Considering the need to preserve capital to support
growth and expansion plans of the Bank, the Board of
Directors did not recommend a dividend for the FY ended
March 31, 2025.

D. TRANSFER TO RESERVES

As per the requirements of the RBI Regulations and other
applicable Regulations, the Bank has transferred to/
(Transfer from) the following amounts to various reserves
during FY ended March 31, 2025:

E. TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF”)

In accordance with Section 124 and 125 of the Companies
Act, 2013 ("Act”) read with the Investor Education and
Protection Fund ("IEPF”) Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (as amended from time
to time), all the equity shares of the Bank in respect of
which dividend amounts have not been paid or claimed
by the shareholders for seven consecutive years or more
are required to be transferred to demat account of IEPF
Authority. As, the Bank has not declared any dividend
since its inception hence, there was no unclaimed/unpaid
dividend or shares of the Bank liable to be transferred to
IEPF during FY 2024-25.

F. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the
Bank during the year under review.

G. SHARE CAPITAL

a) Authorised capital:

During the year under review, there was no change in the
Authorised Share Capital of the Bank and as at March
31, 2025, the Authorised Capital of the Bank stood at
H 150,00,00,000 (Rupees One hundred and Fifty Crores)
divided into 15,00,00,000 (Fifteen Crores) Equity Shares of
H 10 (Rupees Ten) each.

b) Paid up Capital:

During the year under review, the Bank has issued and
allotted 84,126 (Eighty Four Thousand One Hundred and
Twenty Six only) Equity Shares of face value of H10/-
(Rupees Ten) each pursuant to the exercise of Options by
the employee(s) of the Bank under Employee Stock Option
Scheme 2016 ("ESOP Scheme, 2016") and Suryoday ESOP
Scheme-2019 ("ESOP Scheme, 2019"). Consequently, there
has been increase in Paid- up capital of the Bank, from

H 1,06,20,06,980/-(Rupees One Hundred Six Crores Twenty
Lakh Six Thousand Nine Hundred and Eighty Only) divided
into 10,62,00,698 (Ten Crores Sixty-Two Lakh Six Hundred and
Ninety-eight only) Equity Shares of H 10/- (Rupees Ten) each to
H 106,28,48,240/- (Rupees One Hundred Six Crores Twenty
Eight Lakh Forty Eight Thousand Two Hundred and Forty
Only) divided into 10,62,84,824 (Ten Crores Sixty-Two Lakh
Eighty Four Thousand Eight Hundred and Twenty Four only)
Equity Shares of H 10/- (Rupees Ten) each fully paid-up as on
March 31, 2025.

c) Issue of Equity Shares with Differential Rights and / or
Sweat Equity Shares

During the year under review, the Bank has neither
issued any equity shares with differential rights nor any
Sweat Equity shares.

d) Debt Instruments

As at March 31,2025, the Bank had one series of Debentures
issued on Private placement basis consisting of 1000
Nos. of 12.5% Rated, Listed, Unsecured, Subordinated,
Redeemable Lower Tier II Bonds in the form of Non¬
Convertible Debentures having face value of H 10 Lakhs
each, amounting to H 100 Crores which are listed on BSE.

H. CREDIT RATINGS OF VARIOUS INSTRUMENTS

The details of ratings assigned by ICRA/ and CRISIL for various instruments of the Bank are as under:

I. CAPITAL ADEQUACY RATIO

a) As per operating guidelines for Small Finance banks,
the Bank is required to maintain a minimum Capital
Adequacy Ratio ("CRAR’’) of 15% with minimum
Common Equity Tier I (CET I) of 6%.

b) As at March 31, 2025, the CRAR of the Bank stood
at 25.8% well above the regulatory minimum
requirement of 15%. Tier I ratio of the Bank stood at
24.5% well above the regulatory requirement of 6%
and Tier II capital was at 1.4%.

J. PERFORMANCE AND FINANCIAL POSITION
OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

The Bank did not have any Subsidiary, Associate or Joint
Venture Company during FY 2024-25. Accordingly, no
statement is required to be reported in Form AOC-1.

K. ANNUAL RETURN

The Annual Return as mandated under the provisions
of Section 92(3) read with Section 134(3)(a) of the
Act in prescribed Form MGT-7 is available on the
website of the Bank and the same can be accessed at

https://www.suryodaybank.com/assets/pdf/ssfb-

mgt-7-2024-25.pdf

L. BOARD OF DIRECTORS

The composition of the Board is governed by the relevant
provisions of the Act, and the rules made thereunder, the
SEBI Listing Regulations, the Banking Regulation Act, 1949
(the "BR Act"), the guidelines/ regulations/circulars issued
by the RBI, as amended, from time-to-time and all other
applicable laws and the Articles of Association of the Bank.

As on March 31, 2025, the Board has an optimum
combination of Executive and Non-Executive Directors
with Independent Directors constituting more than one-
half of its total strength. As on March 31, 2025, the Board
of the Bank comprised of Eight (8) Directors, of which Five
(5) were Independent Directors including One (1) Woman
Independent Director, One Non-Executive Non-Independent
Director ("Investor Director"), Two (2) Executive Directors
including one Managing Director & Chief Executive Officer
("Managing Director & CEO").

The certificate pursuant to Regulation 34(3) and sub-clause

(i) of Clause 10 of Part C of Schedule V of the SEBI Listing
Regulations for the FY ended on March 31, 2025, issued by

Mr. Tushar Shridharani, Practicing Company Secretary, (FCS
2690 / COP 2190), confirming that none of the Directors on
the Board of the Bank have been debarred or disqualified
from being appointed or continuing as Directors of the
Bank, is attached as Annexure 1 to this Report.

During the FY 2024-25 and after the end of financial year up
to the date of this report, following changes took place in
the Board of Directors of the Bank:

(i) . The Shareholders of the Bank vide Special Resolution

passed through Postal Ballot on April 28, 2024,
accorded their approval for the appointment of
Mrs. Swati Datye (DIN:06751552) as a Non-Executive
Independent Director of the Bank to hold office for a
period of Five (5) consecutive years effective from
February 01, 2024, upto January 31, 2029 (both days
inclusive), not liable to retire by rotation.

(ii) . The Shareholders of the Bank vide Ordinary

Resolution passed through Postal Ballot on April 28,
2024, accorded their approval for the appointment
of Mr. Hemant Premchand Shah (DIN: 10548728),
as Whole-time Director ("WTD” designated as
Executive Director and Key Managerial Personnel) of
the Bank for a period of Three (3) consecutive years
commencing from the date of taking charge as WTD
i.e. April 01, 2024.

(iii) . The Shareholders of the Bank vide Special Resolution

passed through Postal Ballot on July 08, 2024,
accorded their approval for the appointment of
Mr. Deepak Kumar Sharma (DIN:10575402) as a
Non-Executive Independent Director of the Bank to
hold office for a period of Five (5) consecutive years
effective from April 11,2024 upto April 10, 2029 (both
days inclusive), not liable to retire by rotation.

(iv) . Basis the recommendation of the Nomination and

Remuneration Committee ("NRC”), the Board of
Directors of the Bank on January 21 , 2025, subject
to the approval of the Shareholders had appointed
Mr. Vivek Anant Karve (DIN: 06840707) as an
Additional Director (Non-Executive Independent
category) on the Board of the Bank with effect from
January 21, 2025. Subsequently, the Shareholders
of the Bank vide Special Resolution passed through
Postal Ballot on April 15, 2025, accorded their approval
for appointment of Mr. Karve as a Non-Executive
Independent Director of the Bank to hold office for
a period of Five (5) consecutive years effective from
January 21, 2025 upto January 20, 2030 (both days
inclusive), not liable to retire by rotation.

a) Re-appointments:

(i). Mr. Ranjit Jayant Shah (DIN: 00088405), Investor
Director, was re-appointed at the Sixteenth (16^th)
Annual General Meeting ("AGM") of the Bank held on
September 12, 2024, and is liable to retire by rotation
at ensuing AGM.

(ii). Mr. John Arunkumar Diaz (DIN: 00493304) was re¬
appointed as Independent Director of the Bank at the
16^th AGM of the Bank held on September 12, 2024,
for the second term, effective from December 16,

2024 to August 08, 2026 (both days inclusive), i.e.
until he attains the age of 75 years, as permissible
under applicable Circulars and Regulations.
Being an Independent Director, he is not liable to
retire by rotation.

b) Completion of Tenure / Retirement(s)

(i) . Mr. Mrutunjay Sahoo (DIN: 00015715), a Non¬

Executive Independent Director of the Bank, who
was re-appointed at the Thirteenth (13^th) AGM of the
Bank held on September 20, 2021, as Non-Executive
Independent Director of the Bank for a period of
Three (3) years effective from September 22, 2021
to hold office upto September 21, 2024, retired
from the position of the Independent Director of the
Bank, effective from the close of business hours on
September 21, 2024, on completion of his second
term of Office as an Independent Director of the Bank.

(ii) . Mr. Jyotin Kantilal Mehta (DIN:00033518) who was

appointed as a Non-Executive Independent Director
of the Bank w.e.f. February 13, 2017, completed his
second term of office, as an Independent Director of
the Bank on close of business hours on February 12,

2025 (i.e. on completion of total 8 years), retired from
the position of the Independent Director of the Bank
in accordance with the applicable provisions of the
Banking Regulation Act, 1949, the Companies Act,
2013 and SEBI Listing Regulations.

The Board of Directors place on record their
sincere appreciation and gratitude for the valuable
contributions made by Mr. Sahoo and Mr. Mehta, during
their tenure as Independent Directors of the Bank.

c) Others

(i) . Mr. Ranjit Jayant Shah (DIN: 00088405), Non¬

Executive Non-Independent Director, being liable to
retire by rotation at the ensuing AGM of the Bank and
being eligible for re-appointment, the proposal for
his re-appointment will be placed for approval of the
Shareholders at ensuing AGM.

(ii) . The current term of Mr. Baskar Babu Ramachandran

(DIN: 02303132), the Managing Director & CEO of the
Bank, would be expiring on January 22, 2026. The
NRC and the Board of Directors at their respective
meetings held on May 7, 2025, and May 8, 2025
respectively, had reviewed the fit & proper status
of the Managing Director & CEO and found him fit
& proper for re-appointment in accordance with the
RBI Circulars & guidelines in this regard and various
other factors like maximum term, performance rating,
leadership etc. The Board would be making necessary

recommendations to the Reserve Bank of India and
the Shareholders for re-appointment of Mr. Baskar
Babu Ramachandran (DIN: 02303132) as Managing
Director & CEO of the Bank for a further period of 3
years with effect from January 23, 2026 to January
22, 2029 and these details shall be included in the
Notice convening 17^th AGM of the Bank.

M. KEY MANAGERIAL PERSONNEL

As of March 31, 2025, Mr. Baskar Babu Ramachandran
(DIN: 02303132), Managing Director & CEO, Mr. Hemant
Premchand Shah (DIN: 10548728) Whole-time Director
(Executive Director), Mr. Kanishka Chaudhary, Chief
Financial Officer and Mr. Krishna Kant Chaturvedi, Company
Secretary & Compliance Officer, were the Key Managerial
Personnel of the Bank in terms of Section 203(1) of the
Act and Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Mr. Hemant Premchand Shah (DIN: 10548728) was
appointed as Whole-time Director (Executive Director) of
the Bank for a period of Three (3) years, effective from April
01,2024 to March 31, 2027.

N. CODE OF CONDUCT FOR DIRECTORS AND
SENIOR MANAGEMENT

Pursuant to Regulation 17(5) of SEBI Listing Regulations, the
Bank has implemented a Code of Conduct for Directors and
Senior Management Personnel (SMPs). This code attempts
to set forth the guiding principles on which the Directors
and SMPs of the Bank shall operate and conduct the Bank’s
business with its various stakeholders. All the Directors and
SMPs have affirmed their adherence to the Code for FY
2024-25 and a declaration by the Managing Director & CEO
to this effect forms part of Report on Corporate Governance.
The Bank’s Code of Conduct for Directors and SMPs can
be accessed on the website of the Bank at:- https://www.
survodavbank.com/assets/pdf/policies/survodav-code-
of-conduct-applicable-to-directors-&-sr-mgmt-of-the-bank-
fy-25-26-1.0.pdf

O. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Eleven (11) Meetings of the
Board of Directors were held and the gap between any
two meetings were well within the statutorily permissible
limits as per the provision of the Act read with Rules
made thereunder and Secretarial Standard 1 issued by
the Institute of Company Secretaries of India, and SEBI
Listing Regulations. The details of meetings of the Board
and Board Committees together with the attendance for
each Director, have been comprehensively disclosed in the
Corporate Governance Report.

P. MEETING OF COMMITTEES OF THE BOARD

The Board has constituted several Board Level Committees
to deal with specific matters and the terms of reference of
each Committee is defined. These Committees have been
formed in compliance with the applicable provisions of
the Act and relevant rules made thereunder, SEBI Listing
Regulations, BR Act, RBI Circulars & Guidelines, Articles
of Association of the Bank and other pertinent guidelines
issued from time to time.

As at March 31, 2025, there were Ten (10) Committees of
the Board as given below:

• In accordance with the RBI Master Directions RBI/DOS/2024-25/118
DOS.CO.FMG.SEC.No.5/23.04.001/2024-25 dated July 15, 2024 and
RBI/DoR/2024-25/122 DoR.FIN.REC.No.31/20.16.003/2024-25 dated
July 30, 2024 and basis the recommendation of the NRC, the Board
of Directors at their meeting held on December 12, 2024 approved
the reconstitution of former Committee namely 'Special Committee
of Board for Monitoring & Follow-up of cases of Frauds and Review of
Wilful Defaulters’ ("SCBF & RWD”) into two separate Committees with
effect from December 12, 2024, as per the details given below:

• Special Committee of the Board for monitoring and
follow up of cases of frauds;

• Board Committee for Review of Wilful Defaulters.

The details of composition, number of meetings held
and date thereof and terms of reference of the above
Committees are available in the Corporate Governance
Report forming part of the Annual Report of the Bank
for FY 2024-25.

Further, in order to facilitate the Board effectiveness,
efficiency and faster decision making, the Bank has
also constituted a few Management Level Committees
for better governance and supervision. The Bank has
constituted various Management Level Committees viz.
Investment Committee (IC), Risk Management Committee
of the Executives (RMCE), Vendor Management Committee
(VMC), Asset Liability Management Committee (ALCO),
Branch Level Customer Service Committees, Standing

Committee on Customer Service, New Product Approval
Committee, Executive Credit Committee, Management
Committee for Staff Accountability, Information
Security Steering Committee (ISSC), IT Steering
Committee, Executive Committee (EXECOM), Internal
Complaints Committee etc.

Q. MEETING OF INDEPENDENT DIRECTORS

As per the requirement of Section 149(8) read with
Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, a meeting of the Independent Directors
of the Bank is required to be held at least once a year in
absence of non-independent directors and members of
the management.

During the year under review, Two (2) meetings of
Independent Directors of the Bank were held on May
07, 2024, and November 14, 2024 and various matters
were discussed & reviewed at the meeting inter alia
covering the following:

• The quality, quantity, and timeliness of flow of
information between the management of the Bank
and the Board of Directors that is necessary for the
Board of Directors to effectively and reasonably
perform their duties;

• Review of Performance of Non-Independent
Directors, the Board of Directors as a whole,
Chairperson of the Bank;

• Whether adequate time is spent by the Board/
Committees on discussions on important issues.

• Review of the existing corporate governance practices.

• Review of the Report on directives and suggestions
from the previous meeting of Independent Directors.

R. STATEMENTON DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors have submitted the required
declarations that they meet the criteria of Independence
as laid down under Section 149(6) and 149(7), Schedule IV
of the Act and Regulation 16(1)(b) and Regulation 25(8) of
the SEBI Listing Regulations. The Board had assessed the
veracity of the confirmations submitted by the Independent
Directors, as required under Regulation 25(9) of the SEBI
Listing Regulations.

Pursuant to the Companies (Creation and Maintenance
of Databank of Independent Directors) Rules, 2019 read
with the Companies (Appointment and Qualifications
of Directors) Rules, 2014, the Independent Directors of
the Bank have successfully registered their names in the
online databank of Independent Directors maintained &
administered by the Indian Institute of Corporate Affairs.
The Independent Directors have also confirmed that they
were not aware of any circumstance or situation which

existed or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without any
external influence.

In the opinion of the Board, all the Independent Directors
are independent of the Management.

During the year, there has been no change in the
circumstances affecting their status as Independent
Directors of the Bank and they are not debarred from
holding the office of Director under any SEBI Order or any
other statutory authority.

S. STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board, the Independent Directors are
persons of integrity and possess the requisite experience,
expertise and proficiency required under all applicable
laws and the policies of the Bank.

T. POLICY ON APPOINTMENT AND REMUNERATION
OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT

As per the provisions of sub-section (3) of Section 178
of the Act, the Bank has a Policy on appointment of
Directors and Senior Management employees which
includes formulating criteria for determining qualifications,
attributes and independence of a Director.

This Policy has been disclosed on the Bank’s website
at:- https://www.survodavbank.com/assets/pdf/policies/
Survodav Compensation Policy FY23-24 4.0.pdf and
https://www.suryodaybank.com/assets/pdf/policies/
policy-on-appointment-of-directors-and-senior-managerial-
personnel-fy-25-26.pdf.

The Board has, in accordance with the RBI guidelines
on compensation, formulated the Compensation Policy
which became effective in FY 2020-21, as amended
from time to time. The Compensation Policy institutes a
mechanism for alignment of compensation of Whole¬
time Directors, Chief Executive Officer, Material Risk
Takers, Control Function Staff and other Senior Managerial
Personnel with the extent of risks taken. The Policy also
establishes standards of compensation including fixed
and variable, which are in alignment with the applicable
rules and regulations including the RBI guidelines in this
regard and which is based on the trends and practices
of remuneration prevailing in the banking industry. The
remuneration of Whole-time Directors, Material Risk
Takers, Key Managerial Personnel and Senior Management
is governed by the Compensation Policy of the Bank. This
Policy has been disclosed on the Bank’s website at https://
www.suryodaybank.com/assets/pdf/policies/Suryoday
Compensation Policy FY23-24 4.0.pdf .

The Non-Executive Directors including Independent
Directors are paid remuneration by way of sitting fees for
attending the meetings of the Board and its Committees,
which is determined by the Board based on applicable
regulatory provisions. Further, expenses incurred by them
for attending meetings of the Board and Committees, if
any, are reimbursed at actuals.

Pursuant to Regulation 19(4) read with Part D of Schedule
II of the SEBI Listing Regulations, as amended, the NRC
and the Board of Directors of the Bank is required to devise
a policy on diversity of Board of Directors. The Bank has
formulated this Policy in compliance with the SEBI Listing
Regulations and the same is available on the website of
the Bank at https://www.survodavbank.com/assets/pdf/
policies/survodav-policv-to-promote-diversitv-of-board-of-
directors-fy-25-26-1.0.pdf .

The Bank has an effective mechanism for succession
planning which focuses on orderly succession of the
Chairperson, Directors, Key Management Personnel and
Senior Management. The NRC implements this mechanism
in concurrence with the Board of Directors.

U. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178(2) read
with Schedule IV of the Act and Regulation 19 of SEBI
Listing Regulations and SEBI Guidance Note on the
Board Evaluation dated January 05, 2017 and as per
the performance evaluation framework approved by
the NRC and also concurred by the Board, the Bank has
carried out the performance evaluation of the Directors
including Chairman, Managing Director & CEO, Board Level
Committees and Board as a whole for FY 2024-25.

The criteria for the performance evaluation of the
Board include various aspects, such as structure,
meetings, appointments, agenda, discussions, roles and
responsibilities, evaluation of risks, strategy, governance
and compliance, conflict of interest, etc. Further, the criteria
for performance evaluation of the Board Committees
include various aspects, such as, mandate and composition,
effectiveness, meetings, agenda, minutes, discussion and
dissent, independence, etc.

The criteria for the performance evaluation of the
Directors include various aspects, such as, knowledge and
competence, skill sets, expertise, integrity, functioning,
contribution towards Board deliberations & decision¬
making process, attendance, teamwork, corporate
governance, etc., and in case of Independent Directors,
additional parameters include fulfilment of the criteria
of independence, integrity and their independence from
the management.

All Directors provided their responses to the questionnaires
based on the aforesaid criteria. Further, at a separate
meeting of the Independent Directors, the performance
of non-independent Directors and the performance
of the Board as a whole were reviewed based on the

abovementioned criteria. The report on Board Evaluation
was placed before the NRC and then to the Board. The
Chairman of the Board and the Chairman of the NRC
and an Independent Director who chaired the meeting of
the Independent Directors took the lead in the process of
evaluation and shared the feedback to the Board. The Board
deliberated upon the outcome of the evaluation report
and found the performance of the Board as a whole, the
Board Committees, the Chairman, the Managing Director &
CEO and other individual Directors to be satisfactory. The
suggestions and the outcome of the evaluation process
was taken on record by the Board.

V. FAMILIARISATION PROGRAMMES FOR
INDEPENDENT DIRECTORS

In accordance with the Regulation 25(7) of the SEBI Listing
Regulations and RBI guidelines, the Bank has conducted
various familiarisation programmes during FY 2024-25 for
the Independent Directors to enable them to familiarise
with the Bank, its Management, Bank’s Business, and
its operations for better understanding of their roles
& responsibilities and rights for effective contribution
in sustainable growth of the Bank. The Bank has also
facilitated various Training programs from the eminent
institutions for the Independent Directors of the Bank.

The details of the familiarisation programme(s) for the
Independent Directors of the Bank have been provided
separately in the Report on Corporate Governance forms
part of the Annual Report and can be accessible on
website of the Bank at https://www.suryodaybank.com/
assets/pdf/policies/ssfb-familiarization-programmes-
independent-directors-till-april-2025.pdf

W. EMPLOYEES STOCK OPTION SCHEME AND
OPTIONS GRANTED DURING FY 2024-25

The Bank has, from time to time, been granting Stock
Options to its employees to attract, hire and retain talented
and experienced personnel from the industry, as well as to
reward and motivate employees for their long association
and in recognition of their dedicated service to the Bank,
pursuant to the approval of its Members. Rewarding
employees with stock options aligns with the long-term
growth of the Bank and ensures active participation by
a team of motivated employees in ensuring the desired
growth of the organisation.

In this regard, the Stock Option Scheme with the name
'ESOP Scheme 2016’ was initially approved by the Members
of the Bank at their Extra Ordinary General meeting ("EGM”)
held on December 22, 2016 and thereafter, the amended
Scheme was approved by the members of the Bank at their
AGM held on August 30, 2018. Thereafter, in order to modify
and align the terms with the amended Regulations, the
Bank had launched new Scheme Suryoday ESOP Scheme
2019 ("ESOP Scheme 2019”), which was initially approved
by the Members at the AGM held on September 26, 2019
and thereafter amendments to the Scheme were approved
by the Members at their EGM held on July 27, 2020. Further,

in terms of Regulation 12(1) of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (the "SEBI SBEB Regulations”),
as amended, the ratification to the ESOP Scheme 2019 was
also approved by the Members of the Bank at their AGM
held on September 20, 2021.

It may kindly be noted that after coming into effect of the
ESOP Scheme 2019, the earlier Scheme i.e. ESOP Scheme
2016 was closed for the purpose of granting new Options,
however, Options which were already granted under
the ESOP Scheme 2016, but yet to vest and the Option
granted and vested but has not exercised under ESOP
Scheme 2016, were valid till their eligible exercise period
under the scheme.

The grant of Options to employees under Suryoday ESOP
Scheme 2019 is approved by the NRC, in alignment with the
Bank’s Compensation Policy, at the time of hiring, as part of
the Annual Performance Review and also based on various
factors such as scale, designation, performance, grades,
period of service, role significance, and contribution to the
Bank’s overall performance when determining the number
of options to be granted.

Further, pursuant to RBI Circular No. RBI/2019-20/89
DOR. Appt.BC.No.23/29.67.001/ 2019-20 dated

November 4, 2019 read with RBI/2021-22/95 DOR.GOV.
REC.44/29.67.001/2021-22 dated August 30, 2021, the Bank
is under obligation to pay part of the overall compensation
to certain categories of senior Management employees
of the Bank in the form of share linked instruments as
variable pay with a linkage to the overall performance of
the Bank, performance of the concerned Business Unit
and the Individual’s Performance in accordance with the
Compensation Policy of the Bank, with appropriate malus
and claw-back arrangements. Taking into consideration
the requirements of the abovementioned RBI Circulars and
the growth plans of the Bank for coming years and in this
regard to attract, hire and retain talented and experienced
personnel from the industry, as well as to reward and
motivate employees for their long association and in
recognition of their dedicated service to the Bank, the NRC
and the Board of Directors have recommended to increase
the pool of Option by adding 40,00,000 (Forty Lakhs only)
Options in the ESOP Scheme 2019 to be utilised for granting
Options to the Employees for coming years for approval
of its members, which was subsequently approved by the
Members at their 16^th AGM of the Bank held on September
12, 2024. After adding the 40,00,000 (Forty Lakhs only)
Options in Suryoday ESOP Scheme 2019, total pool size
of Options in Suryoday ESOP Scheme 2019 would be
80,00,000 (Eighty Lakhs only) Options.

The Bank is currently granting Options only from the
ESOP Scheme 2019.

The applicable disclosure with regard to Employee
Stock Option granted during FY 2024-25 is provided in
Annexure 2 to this report.

X. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Pursuant to Section 186(11) of the Act, loans made,
guarantees given, securities provided or acquisition of
securities by a banking company in the ordinary course of
its business are exempted from the disclosure requirement
under Section 134(3) (g) of the said Act. Details of
Investments are given in Schedule 8 to the Financial
Statements forms part of the Annual Report.

Y. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY

During FY 2024-25, the Bank did not engage in any material
significant transactions with related parties that could
potentially create conflicts of interest between the Bank
and these parties. The related party transactions, if any,
during the year were carried out at arm’s length basis and
in the ordinary course of business operations.

During the year under review, there were no contracts or
arrangements with related parties as referred to under
Section 188(1) of the Act.

As per Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, there are no
related party transactions that are required to be reported
in form AOC-2. The requisite disclosure has been made
under Schedule 18 of the notes forming part of Audited
Financial Statements for FY ended March 31, 2025.

The Related Party Transaction Policy as approved by the
Board can be accessed on the website of the Bank at:
https://www.suryodaybank.com/assets/pdf/policies/
suryoday-related-party-transaction-policy-fy-25-26-1.0.pdf.

Z. RISK MANAGEMENT FRAMEWORK

The Bank is exposed to various risks which broadly fall under
one or more of the categories of Credit Risk, Market Risk,
Liquidity Risk, Operational Risk and Information and Cyber
Security Risk etc. The Chief Risk Officer of the Bank is in¬
charge of the Risk Management functions under the oversight
of the Risk Management Committee of the Board ("RMCB”).
The Bank has a robust framework for risk management
in the form of regular review of products and processes by
the Compliance team, periodic internal audit of processes
and operations, regular review of risk policies and periodic
reporting to the RMCB and the Board. The RMCB overviews
the nature of the relevant risks, impact thereof on the business
of the Bank, implementation of the risk management policies
and processes and reviewing of these Policies. Further details
on the Risk Management are covered in the Management
Discussion & Analysis, forming part of the Annual Report

AA. INTERNAL FINANCIAL CONTROLS (IFC) WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Board has reviewed the adequacy and effectiveness
of the Bank’s internal financial controls with reference
to its financial statements. Internal controls are in place
and were operating effectively for the period. There were
no material or serious observations with respect to the
inefficiency or inadequacy of such controls.

AB. MATERIAL CHANGES AND COMMITMENTS,
AFFECTING THE FINANCIAL POSITION OF THE
BANK

No material changes and commitments have occurred
after the closure of FY 2024-25 till the date of this report,
affecting the financial position of the Bank.

AC. MANAGEMENT DISCUSSION & ANALYSIS

The Report on Management Discussion & Analysis for FY
2024-25, as stipulated in SEBI Listing Regulations forms
part of the Annual Report.

AD. CORPORATE GOVERNANCE

The Bank is committed to establishing and adhering
to the best Corporate Governance practices through
transparency in disclosures, accountability, integrity, true &
fairness, putting in place robust systems & processes and
adhering to the compliance & governance policies framed
in accordance with the rules and regulations applicable to
the Bank. The Bank continuously endeavours enhancing
the governance and assurance functions.

The Report on Corporate Governance along with the
Certificate issued by Mr. Tushar Shridharani, Secretarial
Auditors of the Bank confirming the compliance with the
conditions stipulated in the SEBI Listing Regulations forms
part of the Annual Report.

AE. CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

The Bank, as part of its social responsibility, endeavours to
positively contribute towards the economic, environmental
and social well-being of the unserved and underserved
sections of the society, thereby contributing to achieving
inclusiveness in their growth and improving the quality
of their lives.

The Bank has in place a 3-tier governance structure for the
CSR activities comprising of the Board of Directors of the
Bank, the Corporate Social Responsibility & ESG Committee
("CSR & ESG Committee") and the Head-CSR. The Bank
has been actively involved in implementing impactful CSR
projects aimed at enhancing the livelihoods of marginalised
communities. These projects primarily focus on financial,
banking & digital literacy for women, adolescent children
and their parents, preventive, and reproductive health,
promoting employability skills, community development
and other initiatives that bring positive change to the
targeted communities. CSR activities and funds of the
Bank are closely monitored by the CSR & ESG Committee.

During the year under review, the Bank undertook a
major part of its CSR initiatives through an implementing
agencies viz. Suryoday Foundation, Rotary Club of Madras,
Delhi House Society & Kanavu Trust. The CSR activities
undertaken during the year were Financial Literacy
programs, Women Empowerment, Livelihoods, Health, and
community engagement programs. The details of CSR
activities in FY 2024-25 including those of ongoing projects
are mentioned in the prescribed format and attached as
Annexure 3 to this Report.

AF. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI Listing
Regulations, the top 1000 listed companies based on their
market capitalisation as on March 31, every fiscal year, are
mandatorily required to submit a Business Responsibility
and Sustainability Report ("BRSR") on the environmental,
social and governance disclosures as part of their
Annual Report. The said Report describing the initiatives
undertaken by the Bank from environmental, social and
governance perspective has been uploaded on the website
of the Bank and the same can be accessed at https://www.
survodavbank.com/assets/pdf/ssfb-brsr-fv-2024-25.pdf.

As stipulated in SEBI Listing Regulations, the Business
Responsibility and Sustainability Report describing the
initiatives undertaken by the Bank from environmental,
social and governance perspective forms part of
the Annual Report.

AG. STATUTORY AUDITORS AND THEIR REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration Number 001076N/N500013), who had
been appointed for a period of Three (3) years, i.e. from the
conclusion of Thirteenth (13^th) AGM until the conclusion of
Sixteenth (16^th) AGM of the Bank, pursuant to the approval
granted by the RBI vide letter Ref CO.DOS.RPD. No. S872
/08-62-005/2021- 2022, dated August 13, 2021, was retired
upon the conclusion of the 16^th AGM of the Bank held on
September 12, 2024.

Pursuant to the approval granted by RBI vide its letter no. Ref
CO. DOS. RPD. No.S804/08.68.005/2024-25 dated May 02,
2024, basis the recommendation of Audit Committee and
Board of Directors of the Bank, Shareholders of the Bank at
16^th AGM held on September 12, 2024 have accorded their
approval for the appointment of M/s. Mukund M Chitale
& Co. Chartered Accountants (Firm Registration Number
106655W), as Statutory Auditors of the Bank to hold office
for a period of Three (3) years from the conclusion of the
Sixteenth (16^th) AGM until the conclusion of the Nineteenth
(19^th) AGM of the Bank for the purpose of the audit of the
Bank’s Financial Statements for the Financial Years 2024¬
25 upto 2026-27 on such terms and conditions including
remuneration as may be fixed by the Board of Directors
(including the Audit Committee of the Board) of the Bank
and further subject to the fulfilment of the eligibility norms,

by the Statutory Auditors as per the RBI Guidelines, other
applicable provisions and approval of the RBI, every year
during their tenure.

Pursuant to para 6.1 of the RBI Circular No. RBI/2021-
22/25 Ref.No.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dt.
April 27, 2021, the Audit Committee of the Board need to
monitor and assess the independence of the Auditors and
conflict of interest position in terms of relevant regulatory
provisions, standards, and best practices. Accordingly,
the Audit Committee and the Board of Directors at their
respective meetings held on May 08, 2025, have reviewed
the performance of M/s. Mukund M Chitale & Co. Chartered
Accountants (Firm Registration Number 106655W), as
a Statutory Auditors of the Bank and assessed their
independence in terms of RBI Circular No. RBI/2021-22/25
Ref. No. DoS. CO. ARG/SEC.01/08.91.001/2021-22 dt. April
27, 2021 and found the same to be satisfactory and that
they were acting independently without conflict of interest
with the management.

Further, as per para 3.1 of the said RBI Circular, the Bank
is required to take prior approval of the RBI for their
continuation on an annual basis. Accordingly, the Bank
will seek approval from the RBI for continuation of M/s.
Mukund M Chitale & Co. Chartered Accountants (Firm
Registration Number 106655W), as a Statutory Auditors of
the Bank for their second year i.e. FY 2025-26.

Furthermore, as per para 4.1 of the said RBI Circular, the
Bank is required to have minimum of two audit firms for
conducting Statutory Audit, therefore, the Bank is required
to appoint one more audit firm of Chartered Accountants
as Joint Statutory Auditor. Accordingly, the Bank is taking
necessary steps in this regard and will seek necessary
approvals, including approval of the RBI for appointment of
Joint Statutory Auditors.

The Report, provided by the Statutory Auditors, M/s. Mukund
M Chitale & Co., Chartered Accountants (Firm Registration
Number 106655W), on the financial statements of the Bank
for FY ended March 31, 2025, forms part of the Annual
Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in
their Report. Also, no offence of fraud was reported by the
Auditors of the Bank under Section 143(12) of the Act.

AH. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act, the
Board has appointed Mr. Tushar Shridharani, Practising
Company Secretary (FCS 2690/COP 2190) as Secretarial
Auditor to conduct Secretarial Audit of the Bank for FY
2024-25. The Secretarial Audit Report for FY 2024-25
is annexed to this Report as Annexure 4. The report is

self-explanatory and does not contain any qualification,
reservation or adverse remark.

Pursuant to Section 204 of the Act read with Regulation 24A
of SEBI Listing Regulations and basis the recommendation
of Audit Committee of the Board, the Board of Directors
at their meeting held on May 08, 2025, have approved and
recommended the appointment of M/s. Tushar Shridharani
& Associates LLP Practising Company Secretaries,
LLPIN - ACL-9350 | Unique Code: L2025MH018100) (Peer
Review Certificate no. 6670/2025 dated April 28, 2025)
as Secretarial Auditors of the Bank for a period of Five (5)
consecutive years commencing from financial year 2025¬
26 till financial year 2029-30; subject to the approval of
Shareholders of the Bank at the ensuing AGM.

AI. ADHERENCE TO SECRETARIAL STANDARD
ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA

During the year under review, the Bank has complied with
the Secretarial Standards on meetings of the Board and its
Committees (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India, and as
amended from time to-time.

AJ. STATUS OF IMPLEMENTATION OF IFRS
CONVERGED INDIAN ACCOUNTING STANDARDS
(IND AS)

In accordance with the RBI circular RBI/2015-16/315
DBR. BP.BC. No.76/21.07.001/201 5-16, dated February
11, 2016, regarding implementation of Indian Accounting
Standards (Ind AS), the banks have been advised to follow
the Indian Accounting Standards as notified under the
Companies (Indian Accounting Standards) Rules, 2015,
subject to any guideline or direction issued by the RBI in this
regard. The Banks in India currently prepare their financial
statements as per the guidelines issued by the RBI, the
Accounting Standards notified under Section 133 of the
Act and generally accepted accounting principles in India
("Indian GAAP"). In January 2016, the Ministry of Corporate
Affairs ("MCA") issued the roadmap for implementation of
new Ind AS, which were based on convergence with the
International Financial Reporting Standards ("IFRS"), for
scheduled commercial banks, insurance companies and
non-banking financial companies ("NBFCs"). In March
2019, RBI deferred the implementation of Ind AS for banks
till further notifications as the recommended legislative
amendments were under consideration of Government
of India. The Bank had undertaken preliminary diagnostic
analysis of the GAAP differences between Indian GAAP vis¬
a-vis Ind AS and shall proceed for ensuring the compliance
as per applicable requirements and directions in this regard.

AK. INFORMATION UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Bank has adopted a Policy for Prevention of Sexual
Harassment ("POSH Policy") at the workplace under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee ("ICC") has been constituted in
compliance with the provisions of the Act and the POSH
Policy to review, investigate and take suitable action
on complaints. An Appellate Committee has also been
constituted under the Policy before whom a complainant
who is not satisfied with the decision of the ICC can
prefer an appeal.

Details of complaints received and resolved by the ICC
during FY 2024-25 are as follows:

During the year, there were no appeals filed under
the said Policy.

Further, the Annual Report under Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013, of the Internal Complaints
Committee, for the Calendar year ended December 31,
2024 had been filed with the District Collector, Thane within
the prescribed timeline.

AL. DIVERGENCE IN ASSET CLASSIFICATION AND
PROVISIONING FOR NPAs

No disclosure on divergence in asset classification and
provisioning for NPAs is required with respect to RBI’s
supervisory process for the year ended March 31, 2025, in
terms of the requirements prescribed in RBI circular.

AM. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Bank has in place a Whistle Blower Policy which has
been formulated as part of corporate governance norms
and transparency where employees, customers and other
stakeholders of the Bank including Non-Governmental
Organizations ("NGOs") are encouraged to voice genuine
concerns of grievances about unprofessional conduct
without the fear of reprisal to the person raising the concern.

The Policy provides a framework to promote responsible
and secure whistle blowing with respect to any breach or
violation of the Bank’s Code of Conduct on any matter.

Please refer:-

https://www.survodavbank.com/assets/pdf/policies/
survodav-whistle-blower-policv-fv24-25 1.0.pdf for text
of the Policy. The functioning of the Whistle Blower
mechanism is subject to review by the Audit Committee.

During the year under review, no complaints were received
under this Policy.

AN. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

• CONSERVATION OF ENERGY AND FOREIGN
EXCHANGE EARNINGS & OUTGO:

The Bank has been actively pursuing various initiatives
aimed at achieving its goal of reducing power
consumption. The Bank closely monitors the usage
of desktops, laptops and other electronic devices,
ensuring that those are switched off when not in use.
The use of LED lighting continues as part of Bank’s
ongoing efforts to improve energy efficiency. Through
installation of energy efficient appliances like Sensor-
based lighting for close monitoring of the usage
and imparting consistent awareness on mindful
consumption among employees and staff members.

There was foreign exchange outgo of H0.17 Crores
for the FY’25. Further, there were no earnings in
foreign exchange.

• TECHNOLOGY ABSORPTION

The Bank remains committed to technology-driven
business initiatives to simplify and enhance the
banking experience for customers. Throughout
Financial Year 2025, several efforts were made to
further bolster the Bank’s technological capabilities
through continuous innovation and adoption. The
Bank has automated various processes to improve
turnaround time and reduce manual dependencies.
Regulatory-focused processes were automated
to ensure timely, consistent execution and
adherence to guidelines.

These achievements underscore the Bank’s strategic
focus on digital transformation through intelligent
automation, delivering business value year over year.

AO. DEPOSITS

Being a banking company, the disclosures relating to
deposits as required pursuant to Rule 8(5)(v) & (vi) of the
Companies (Accounts) Rules, 2014, read with Section
73 to 76 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014. are not applicable to the Bank. The
details of the deposits received and accepted by the Bank
as a Banking company have been disclosed in the financial
statements for FY ended March 31, 2025 forming part of
the Annual Report for FY 2024-25.

AP. MAINTENANCE OF COST RECORDS

Being a banking company, the cost records as specified by
the Central Government under Section 148(1) of the Act,
are not applicable to the Bank.

AQ. DETAILS IN RESPECT OF FRAUDS, IF ANY,
REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

During the year under review, no frauds have been reported
by the Statutory Auditors or the Secretarial Auditors under
Section 143(12) of the Act.

AR. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

During the year under review, no significant or material
orders passed by the Regulators or Courts or Tribunals,
which would impact the going concern status of the Bank
or its future operations.

AS. AWARDS AND RECOGNITIONS:

During the year under review, the Bank was recognised
in various ways/by several institutes. Some of the key
achievements and awards won by the Bank are listed below:

a) Best Digital First Bank of the Year: The Bank has
been recognized at Bharat Fintech Summit 2025 for
demonstrating excellence in financial services.

b) Infosys Finacle Innovation Awards 2025: The Bank
has been recognized as Ecosystem-Led Innovation-
Platinum Winner for driving digital transformation to
modernise new-age-banking.

c) State Bank of India (SBI) Awards (Sambalpur District,
Odisha): The Bank has been recognised as 'Top
Performing Small Finance Bank’ under the Annual
Credit Plan for the FY 2024-25.

d) Ambition Box Employee Choice Awards 2025: The

Bank has been recognized for creating a workplace
that prioritizes employees and fosters success.

e) Atal Pension Yojana Felicitation Programme 2025:

The Bank has been recognised as Persistancy Warrior
for FY 2024-25.

f) Chief Information Officer of the Year - Banking:

Mr. Vishal Singh, the Chief Information Officer &
Head- Digital Banking has been recognised for his
contribution for technological prowess & strategic
vision at Bharat Fintech Summit 2025.

AT. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this
report. In terms of Section 136 of the Act, the same would
be available for inspection during working hours at the
Registered Office of the Bank. A copy of this statement may
be obtained by the Members by writing to the Company
Secretary of the Bank.

The ratio of the remuneration of each Director and
employees of the Bank as required under the provisions
of Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this
report as Annexure 5.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the
Act, the Board of Directors of the Bank hereby confirms that:

a) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures;

b) they 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 state of affairs of the Bank as on March 31,2025 and
of the profit of the Bank for the year ended on that date;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Bank and for preventing and detecting
fraud and other irregularities;

d) the annual accounts are prepared on a going- concern basis;

e) the requisite internal financial controls followed by the
Bank are adequate and were operating effectively;

f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and were operating effectively.

ACKNOWLEDGEMENTS

The Board of Directors of your Bank would like to place on record
their sincere gratitude for the guidance and co-operation received
from the RBI, SEBI, Stock Exchanges, MCA, Depositories and other
statutory and regulatory authorities and thank all the stakeholders
of the Bank including the investors, customers, bankers,
shareholders, debenture holders, vendors, trustees, Registrars
and all other valued partners for their continued support. The
Board also would like to express their appreciation for the sincere
and dedicated efforts put in by all the employees of the Bank at
all levels for their teamwork and continued commitment towards
growth of the Bank, its customers and other stakeholders and
look forward to their continued contribution in building this 'Bank
of Smiles’ into a world class organization.

For and on behalf of the Board

Krishna Prasad Nair Baskar Babu Ramachandran

Part-time Chairman & Managing Director & CEO

Independent Director DIN: 02303132

DIN: 02611496
Date: May 08, 2025