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companylogoAU Small Finance Bank Ltd

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BSE Code : 540611 | NSE Symbol : AUBANK | ISIN : INE949L01017 | Industry : Banks - Private Sector |


Directors Reports

Dear Members,

The Board of Directors ("the Board") is pleased to present the 30th Annual Report of AU Small Finance Bank
Limited ("Your Bank"/"the Bank"), encompassing an overview of Bank's operations, key financial highlights
along with the Audited Financial Statements and the Independent Auditors' Report for the financial year ended
March 31, 2025.

A. Financial Summary & Highlights

The summary of the financial performance of your Bank for FY 2024-25 is presented below:

(Hin Crore)

Particulars

March 31, 2025 March 31, 2024

Deposits and Borrowings

1,35,928.44 92,661.49

Advances

1,07,092.48 73,162.65

Total Assets

1,57,845.67 1,09,425.67

Total Income

18,590.04 12,251.86

Interest Income

16,063.73 10,554.71

Other Income

2,526.31 1,697.14

Interest Expenditure

8,052.15 5,397.63

Operating Expenses (excluding depreciation)

5,698.70 4,239.36

Profit before Depreciation, Provisions and Tax

4,839.19 2,614.87

Depreciation

258.51 225.44

Provision for Income Tax

682.13 464.71

Other Provisions and Write-offs

1,792.62 389.99

Net Profit

2,105.93 1,534.72

Add: Additions on Amalgamation

538.14 -

Appropriations

Transfer to Statutory Reserve

526.48 383.68

Transfer to Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961

180.00 130.00

Transfer to Capital Reserve

53.44 7.32

Transfer to Investment Reserve Account

- 8.77

Transfer to Investment Fluctuation Reserve

39.01 52.50

Deduction due to Amalgamation adjustments

5.00 -

Dividend pertaining to previous year paid during the year

74.31 66.70

Dividend (in H) (Per Equity Share)

1.00 1.00

Surplus carried over to Balance Sheet

6,938.71 5,172.88

Earnings Per Share (EPS) (in ?) (After excluding Exceptional Items not annualized)

Basic (in H)

28.32 22.98

Diluted (in H)

28.24 22.86

Key Performance Highlights

Your Bank witnessed growth and consistent performance
in FY 2024-25. The key financial performance indicators
for the year are as follows:

• Net Interest Income (NII) grew to H8,011.58 Crore for
FY-2024-25 vis-a-vis H5,157.09 Crore for FY 2023-24.

• Net Profit After Tax increased to H2,105.93 Crore for
FY 2024-25 vis-a-vis H1,534.72 Crore for FY 2023-24
(post considering pre-tax exceptional impact of H76.80
Crore in Q4 FY2024 towards erstwhile Fincare merger
related expense).

• Balance sheet size grew to H1,57,845.67 Crore as on
March 31, 2025 vis-a-vis H1,09,425.67 Crore as on
March 31, 2024.

• Deposits grew to H1,24,268.54 Crore and CASA ratio
stood at 29.17% as on March 31, 2025 against 33.41%
as on March 31, 2024.

• Gross Advance grew to H1,08,778.17 Crore and Credit
to Deposit ratio* stood at 86.18% as on March 31, 2025
against 83.92% as on March 31, 2024.

* Credit to Deposit ratio (excluding Re-Finance) stood at 78.49% as

on March 31, 2025 against 78.31% as on March 31, 2024.

Notes:

1. Figures of previous year have been regrouped/reclassified
wh erever n e cess a ry to confo rm to the c urrent p e rio d 's
classification.

2. Previous year numbers are not directly comparable due to
erstwhile Fincare merger being effective from April 01, 2024.

Analysis of Bank's performance is covered in
Management Discussion & Analysis section of the
Annual Report.

B. Business Overview

Amidst a challenging global macroeconomic
environment, the Indian economy is exhibiting a
quickening growth momentum, with resilience and
financial stability. Despite facing certain headwinds
such as inflationary pressures and geopolitical
uncertainties, the Indian economy remains 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
solidify its position as a major economic force in
the years to come. The government's initiatives to
boost manufacturing, infrastructure development,
and digital transformation have propelled the
economy forward, attracting both domestic and
foreign investment.

The financial sector played a crucial role in supporting
this growth, 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.

With a stable GDP growth rate, controlled inflation,
easing liquidity and monetary conditions and
a strong focus on infrastructural development,
India remains a bright spot in an uncertain global
landscape. Additionally, India's corporate and
financial sectors have stronger balance sheets than
before the pandemic. These figures highlight the
Indian economy's resilience and positive trajectory
during the specified period.

During the financial year 2024-25, your Bank
demonstrated resilience and steady growth amidst a
challenging economic and operational environment
marked by persistent interest rate pressures, tight
liquidity conditions, climate related disturbances and
uncertain global macro trends. Your Bank exhibited
sustained performance across key metrics, including

asset and deposit growth, profitability, and digital
products for higher engagement with customers.
Noteworthy highlights include the successful launch
of innovative banking products like AU ivy', AU
Eternity' and Green deposits titled 'Planet First',
along with strategic initiatives such as the 'Soch
Badlo aur Bank Bhi' brand campaign and the merger
of erstwhile Fincare Small Finance Bank ('Fincare
SFB'). Your Bank remains focused on sustainable
growth, leveraging its strong regulatory compliance
framework, technological investments, and strategic
partnerships to fortify its position in the market and
deliver consistent returns to stakeholders.

Your Bank is delighted to inform that following the
successful Amalgamation of erstwhile Fincare SFB
as on April 01, 2024, your Bank has evolved into a
formidable banking franchise, greatly expanding its
reach to over 1.13 Crore customers across 21 States &
4 Union Territories. With a network of 2,456 Banking
touchpoints, your Bank is committed to provide top
notch services through a dedicated workforce of
50,000+ employees. This merger has paved a way for
your Bank to extend its presence into South India,
significantly broadening its distribution network.
This increased footprint of Branches and touchpoints
will enhance Bank's ability to provide diverse range
of products and services to a larger customer base,
solidifying its market position and helping to realise
its aspirations of PAN India Banking franchise.

The key business developments and segment-wise
position of business and its operations are covered in
detail under the Management Discussion & Analysis
section of the Annual Report.

C. Update on the Amalgamation of Erstwhile
Fincare Small Finance Bank Limited with Bank

Following the successful amalgamation of erstwhile
Fincare Small Finance Bank Limited ("Transferor
Bank") into and with the AU Small Finance Bank
Limited ("Transferee Bank" or "your Bank"), the
consolidated entity has completed one year of its
operation as a unified Banking institution. Your Bank
with this strategic merger has achieved strong and
diversified retail banking franchise with a wide reach
across India and have augmented your Bank's portfolio
with microfinance, mortgages, and gold loans, while
leveraging erstwhile Fincare SFB's rural distribution
network and your Bank's digital capabilities. The
combined entity has achieved synergies in deposits,
technology, and efficiency, ultimately benefiting key
financial metrics.

Integration Phases:

Amalgamation became effective on April 1, 2024
(the "Effective Date") and your Bank has undertaken
a structured and strategic approach towards post-
merger integration. The primary focus has been on
seamlessly consolidating operations, standardizing
internal processes, and fostering a unified
organizational culture across all functional areas. To
facilitate this, your Bank developed a comprehensive,
phased integration roadmap that outlined key
milestones, timelines, and responsibilities. This
roadmap is being diligently followed, ensuring that
operational alignment and systems harmonization to
cultural integration and stakeholder communication
is executed in timely and coordinated manner. These
efforts have been instrumental in driving synergies,
enhancing operational efficiency, and reinforcing
your Bank's commitment to delivering consistent
value to its stakeholders. Phase 1 included erstwhile
Fincare payment systems (CTS, IMPS, AePS, NACH/
e-Nach, ATM/POS/ECOM, UPI, NEFT/RTGS) which
was successfully integrated into AU SFB's payment
system and Phase 2 of IT consolidation and Integration
is in progress.

D. Dividend

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and
Reserve Bank of India ("RBI") guidelines, your Bank
has formulated and adopted a Dividend Distribution
Policy. This policy aims to strike a balance between
rewarding Your Bank's shareholders by distributing a
portion of profits whilst ensuring that adequate funds
are retained for the sustainable growth of your Bank.
The same can be viewed on the website of the Bank at
https://www.aubank.in/investors/secretarial-policies.

In line with the aforementioned policy and considering
your Bank's financial performance during the
FY 2024- 25, the Board at its meeting held on April
22, 2025 recommended a dividend of 10% (H 1 per fully
paid-up Equity Share of H10 each) for the year ended
March 31, 2025. This recommendation will be placed
before the shareholders for approval at the upcoming
Annual General Meeting ("AGM") of your Bank.

In terms of the provisions of the Income Tax Act,
1961, the dividend income is taxable in the hands
of the members and the dividend will be paid to the
members by your Bank after deduction of tax at
source ("TDS") at the applicable rates.

E. Credit Rating

The details of credit rating assigned to your Bank for debt instruments issued and outstanding as on
March 31, 2025 along with outlook are given below:

Nature of Debt instrument

Nature of Term CRISIL Ratings India Ratings CARE Ratings ICRA Limited

Fixed Deposits

Long-Term CRISIL AA+/Stable - - -

Long-Term/ Subordinated
Debt/ Tier II Bond

Long-Term CRISIL AA/Stable IND AA/Stable CARE AA/
Stable
ICRA AA/
Stable

Certificate of Deposits

Short-Term CRISIL A1+ IND A1+ CARE A1+ -

Note:

• Post Amalgamation, all NCDs of erstwhile Fincare SFB have been transferred to your Bank, accordingly ratings have been upgraded by
India Ratings and CARE on April 10, 2024 and by ICRA Limited on May 17, 2024.

• CRISIL reaffirmed the above credit ratings of the Bank on April 10, 2024 and on April 2, 2025.

• The India Ratings have reaffirmed the above credit ratings of your Bank April 10, 2024 and September 09, 2024 and November 29,2024

• The CARE has reaffirmed the above credit ratings of your Bank on April 10, 2024, August 14, 2024, October22, 2024 and January 14, 2025.

• The ICRA have reaffirmed the above credit ratings of your Bank on February 27, 2025

• Further, new credit rating has been assigned for proposed issue of Tier II Bond by CARE and ICRA on January 14, 2025 and February 27,
2025 respectively.

• The above rating details can be accessed on the website of the Bank at https://www.aubank.in/credit-rating

F. Change in Nature of Business

During the year under review, there were no changes
in the nature of business of your Bank.

G. Transfer to Reserves

In consonance with the RBI regulations and other
applicable regulations, your Bank has proposed
transferring the following amounts to various
reserves for the financial year ended March 31, 2025
as mentioned below:

Amount transferred to

Amount
(J In crores)

Statutory Reserve

526.48

Transfer to Special Reserve U/s 36 (1) (viii)

180

Transfer to Capital Reserve

53.44

Transfer to Investment Reserve Account

-

Transfer to Investment Fluctuation Reserve

39.01

H. 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 your 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.
There was no unclaimed/unpaid dividend or shares of
your Bank liable to be transferred to the IEPF during
the FY 2024-25.

Further, the details of amount relating to unclaimed
dividends and the dates by which such dividend can
be claimed by the shareholders from your Bank are
mentioned under Report on Corporate Governance
appended with Board's Report as Annexure-i.

Further, details of the unclaimed/un-encashed
dividends lying in the unpaid dividend accounts as
on end of the financial year are available on website
of the Bank at https://www.aubank.in/unclaimed-
dividend-page

I. Deposits

As a Banking company, your Bank is not subject to
disclosures pertaining to deposits as required under
Rule 8(5)(v) & (vi) of the Companies (Accounts)

Rules, 2014 read with Sections 73 and 74 of the
Act and the Companies (Acceptance of Deposits)
Rules, 2014. The details of the deposits received and
accepted by your Bank as a Banking company have
been disclosed in the financial statements for the
financial year ended March 31, 2025 forming part of
this Annual Report for FY 2024-25.

J. Capital Structure & Fund Raising

Authorised Share Capital

During the period under review, there was no change
in the Authorised Share Capital of your Bank and
as on March 31, 2025, the Authorised Share Capital
of your Bank stood at H1,200 Crore comprising
1,20,00,00,000 equity shares of H10 each.

Paid-up Capital

In accordance with the Scheme of Amalgamation
of erstwhile Fincare SFB with and into your Bank,
7,35,25,352 equity shares of face value H10 each were
issued and allotted to the shareholders of erstwhile
Fincare SFB on April 01, 2024.

Further during the period under review, your Bank
issued and allotted 18,42,728 equity shares of face
value of H10 each pursuant to exercise of Employee
Stock Options (ESOPs) under different ESOP
Schemes ("Schemes"). Consequently, the total
issued, subscribed and Paid-up Equity Share Capital
("PUSC") of your Bank has increased by H75.37 Crore
and accordingly PUSC stood at H744.53 Crore as on
March 31, 2025, comprising of 74,45,30,531 equity
shares of H10 each.

Non-convertible Debentures ("NCDs")

During the year, your Bank has successfully raised
H770 Crore by issuing 77,000 9.2% unsecured, rated,
listed, redeemable, subordinated, non-convertible
lower Tier II bonds in the nature of Non-Convertible
Debentures and categorized as Tier II capital under
the BASEL II Framework having a Face Value of
H1,00,000 each for cash by way of private placement.

Also, your Bank has redeemed Non-Convertible NCDs
of H75 crores in total during the year under review.

Details of outstanding NCDs as on March 31, 2025, includes NCDs of erstwhile Fincare SFB, transferred to your
Bank pursuant to Amalgamation becoming effective from April 01, 2024 are as follows:

Sr. ISIN

Series Amount
(J in Crore)
Date of Allotment Date of Maturity

1. INE949L08418

- 500 November 30, 2018 May 30, 2025

2. INE949L08442

Series I 350 August 03, 2022 August 03, 2032

3. INE949L08434

Series II 100 August 03, 2022 August 13, 2032

4. INE949L08426

Series III 50 August 03, 2022 August 23, 2032

5. INE519Q08152*

- 100 September 30, 2019 September 30, 2025

6. INE519Q08160*

- 49 June 15, 2023 December 15, 2028

7. INE519Q08178*

- 75 July 05, 2023 January 05, 2029

8. INE519Q08186*

- 50 August 09, 2023 February 09, 2029

9. INE519Q08194*

- 60 August 23, 2023 February 23, 2029

10. INE949L08459

- 770 March 28, 2025 March 28, 2035

Total

2,104

* ISINs are listed under the name of AU Small Finance Bank w.e.f. April 12, 2024 and the notification was issued by BSE in this regard can be
accessed at https://www.bseindia.com/markets/MarketIn fo/DispNewNoticesCirculars.asDx?Dage=20240409-4

K. Employee Stock Option Schemes

Your Bank has instituted multiple Schemes, all of
which have received requisite approval from the
shareholders. These Schemes are structured in
accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as
amended from time to time, with the objective of
enabling employees to participate in your Bank's
long-term growth and financial success.

At your Bank, employee engagement and retention
are key strategic priorities. The Bank believes that
fostering a sense of ownership among employees
not only enhances their commitment and job
satisfaction but also contributes significantly to
improved productivity and sustained organizational
performance. Through these initiatives, the Bank aims
to cultivate a culture of shared success and long-term
value creation.

The grant of Employee Stock Options under the
approved Schemes is subject to the review and
approval of the Nomination and Remuneration
Committee ("NRC"), in accordance with the Bank's
Compensation Policy. Options are awarded as part
of the Annual Performance Review cycle and at the

time of hiring, based on a comprehensive evaluation
of several parameters including the employee's scale,
designation, performance ratings, grade, tenure
of service, strategic importance of the role, and
overall contribution to Bank's performance etc. This
structured and merit-based approach has helped in
aligning employees with Bank's long-term objectives
and thereby reinforcing a culture of performance
and accountability.

Following are the Employee Stock Option Schemes in
force as on March 31, 2025:

• Employee Stock Option Scheme 2015 - Plan A
(ESOP 2015 - Plan A)

• Employee Stock Option Scheme 2015 - Plan B
(ESOP 2015 - Plan B)

• Employee Stock Option Scheme 2016 - (ESOP 2016)

• Employee Stock Option Scheme 2018 - (ESOP 2018)

• Employee Stock Option Scheme 2020 - (ESOP 2020)

• Employee Stock Option Scheme 2023 - (ESOP 2023)

The details of vesting of various schemes are as follows:

ESOP Scheme & Plan

Vesting Period % of vesting of
options

ESOP 2015 - Plan A

1 year from the date of grant or at the time of IPO whichever is later 20%
Expiry of 1 year from 1st vesting 30%
Expiry of 2 years from 1st vesting 50%
Total 100%

ESOP 2015 - Plan B

1 year from the date of grant or at the time of IPO whichever is later 20%
Expiry of 1 year from 1st vesting 30%
Expiry of 2 years from 1st vesting 50%
Total 100%

ESOP 2016

Options granted under this scheme would vest after one year but not later than six
years from the date of grant of options

ESOP 2018

Options granted under this scheme would vest after one year but not later than six
years from the date of grant of options

Refer Note

ESOP 2020

Options granted under this scheme would vest after one year but not later than six
years from the date of grant of options

ESOP 2023

Options granted under this scheme would vest after one year but not later than six
years from the date of grant of options

Note: Options granted may be exercised within four years from the date of first vesting of the options under ESOP 2015 and six years from
the date of first vesting of the options under ESOP 2016, ESOP 2018, ESOP 2020 and ESOP 2023. Vesting is as per terms of grant approved
by NRC in the grant letter issued to employees and NRC is empowered to change the vesting period in case of corporate action such as
A malgama tion.

The Brief Details of Existing ESOP Schemes as on March 31, 2025 are given below:

Particulars

ESOP 2015
- Plan A
ESOP 2015
- Plan B
ESOP 2016 ESOP 2018 ESOP 2020 ESOP 2023

Date of Shareholders Approval

31-Aug-15 31-Aug-15 10-Oct-16 07-Aug-18 23-Dec-20 30-Apr-23

Total Number of Options
approved

38,75,483 50,93,437 31,71,733 80,60,529 99,96,200 2,00,00,000

Total Number of options
outstanding at the Beginning of
the period@

0 1,96,800 13,89,718 28,01,033 91,91,678 37,67,044

Total No. of Options granted
(during FY 2024-25)

50,000 28,000 67,551 1,44,001 8,67,015 57,86,439

The Pricing Formula

Rs 10.11 per share H 16.69 per share Market price linked# Market price linked Market price linked Market price linked
(Rs 33.37 per share prior to Bonus)

Options Vested
(during FY 2024-25)@

0 39,100 5,17,110 3,03,819 20,99,704 19,60,788

Options Exercised & allotted
(during FY 2024-25)

0 31,300 3,94,088 6,26,087 1,31,259 6,59,994

Total No of shares arising as a
result of exercise of option

0 31,300 3,94,088 6,26,087 1,31,259 6,59,994

Options lapsed/ Forfeited (during
FY 2024-25) (Available for
re-issue)@

0 20,500 1,14,120 1,54,167 8,90,464 7,88,239

Total No. of options exercisable at
the end of the year@

0 33,800 8,00,796 16,67,457 34,83,004 12,13,690

Total No of options outstanding
at the end of the year@

50,000 1,73,000 9,49,061 21,64,780 90,36,970 81,05,250

Variation in terms of options

There is no variation in terms of options during the year

Money realized by exercise of
Options during FY (in H)

0 5,22,397.00 10,24,21,939.00 20,15,31,857.50 7,36,05,605.00 23,50,08,917.00

 

Particulars

ESOP 2015
- Plan A
ESOP 2015
- Plan B
ESOP 2016 ESOP 2018 ESOP 2020 ESOP 2023

Total No of Options granted to
KMPs

Please refer Note

Any other employee who
received a grant in any one year
of options amounting to 5% or
more of options granted during
that year

Nil Nil Nil Nil Nil Nil

Identified employees who are
granted options, during any one
year equal to or exceeding 1%
of the issued capital (excluding
outstanding warrants and
conversions) of your Bank at the
time of grant

Nil Nil Nil Nil Nil Nil

Diluted Earnings Per Share (EPS)
of the Company after considering
the effect of potential equity
shares on account of exercise of
Options

Please refer to point no. 24 of B. Other Disclosures of Schedule 18 of
Notes to accounts to Audited Financial Results for FY 2024-25

Impact of the difference between
the Intrinsic Value of the Options
and the Fair Value of the Options
on Profits and on EPS

Please refer to point no. 24 of B. Other Disclosures of Schedule 18 of
Notes to accounts to Audited Financial Results for FY 2024-25

Weighted average share/exercise
price of the shares exercised
during the year (in H)

16.69 259.90 321.89 560.77 356.08

Weighted average fair values of
the outstanding options (in H)

Please refer to point no. 24 of B. Other Disclosures of Schedule 18 of
Notes to accounts to Audited Financial Results for FY 2024-25

@ In terms of SEBI circular dated June 15, 2021 regarding relaxation from the requirement of minimum vesting period in case of death of
employee(s) and provisions of the SEBI (Share-Based Employee Benefit and Sweat Equity) Regulations, 2021, options granted to employees
who have demised, have been vested in the legal heirs or nominees of the deceased employees immediately. The numbers given above include
the options vested in legal heirs/nominees of deceased employees.

# Pricing for ESOP Scheme 2016 was changed from fixed price of H140 to market linked price with the approval of shareholders obtained in the
Annual General Meeting held on July 19, 2019.

Note

Sr. No. Name of Official

Designation Number of Options Granted in ESOP 2023

1 Uttam Tibrewal

Whole Time Director and Deputy CEO 1,35,503

2 Vimal Jain

Chief Financial Officer 20,000

3 Manmohan Parnami

Company Secretary 17,000

Grand Total

1,72,503

In accordance with SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended,
necessary disclosures are made in Schedule 18 - Notes forming part of the financial statements for FY 2024-25
and are included in the annual report and also disclosed on the website of your Bank at https://www.aubank.
in/reports/disclosures
.

L. Details of Board and Key Managerial
Personnel ("KMP")

The composition of the Board is regulated by
a combination of the provisions of the Act, the
Banking Regulation Act, 1949 ("BR Act"), the Listing
Regulations and other applicable laws, and the
Articles of Association of your Bank. As of March 31,
2025, the Board consisted of 10 Directors, including 7
Independent Directors and 2 Executive Directors and
a Non-Executive Non-Independent Director.

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

I. Appointments

1. Mr. Divya Sehgal (DIN: 01775308) was appointed
as an Additional Director (Non-Executive Non-
Independent) of your Bank to hold office for a
period of 3 years with effect from April 01, 2024
up to March 31, 2027.

Further, shareholders vide resolution passed
through postal ballot dated May 30, 2024,
approved his appointment as Non-Executive and
Non-Independent Director, not liable to retire by
rotation, with effect from April 01, 2024.

2. Mr. Nandkumar Saravade (DIN: 07601861)

was appointed as an Additional Director (Non-
Executive Independent) of your Bank to hold
office for a period of 3 years with effect from
May 31, 2025 subject to approval of shareholders
in the ensuing Annual General Meeting.

Mr. Nandkumar Saravade is an IT expert and the
Board is of the opinion that he is a person of
integrity, expertise, and competent experience
and proficiency to serve your Bank as an
Independent Director strengthening the overall
composition of the Board.

3. Mr. Jagajit Mangal Prasad (DIN: 11146660)
was appointed as an Additional Director
(Non-Executive Independent) of your Bank to
hold office for a period of 3 years with effect from
July 01, 2025 subject to approval of shareholders
in the ensuing Annual General Meeting.

The Board is of the opinion that Mr. Jagajit
Mangal Prasad is an HR expert and a person of
integrity, expertise, and competent experience
and proficiency to serve your Bank as an
Independent Director strengthening the overall
composition of the Board.

II. Re-appointments

1. The Board at its meeting held on August 17, 2024,
on recommendation of NRC, and after evaluating
the performance of Mr. Harun Rasid Khan ("H.R.
Khan") (DIN: 07456806) has approved and
recommended his re-appointment as Part Time
Chairman and Independent Director of your
Bank for a second term of 3 (three) consecutive
years from December 28, 2024 upto December
27, 2027 (both days inclusive), for the approval
of the Members. He shall not be liable to retire
by rotation during his tenure as an Independent
Director. The same has been approved by the
members vide resolutions passed through the
postal ballot on October 24, 2024. Further,
his re-appointment as Part Time Chairman is
also approved by the RBI vide its letter dated
December 19, 2024.

The Board is of the opinion that Mr. H.R. Khan is
a person of integrity, expertise, and competent
experience and proficiency to serve your Bank as
an Independent Director and Part-time Chairman.

Further, Mr. H.R. Khan's presence on the Board
has greatly benefited your Bank in improving the
governance framework and advancing financial
inclusion initiatives. His active involvement as
Chairman/member of various Board Committee
such as the Committee for Financial Inclusion, Risk
Management Committee, NRC, and Corporate
Social Responsibility Committee among others
has significantly contributed to informed
decision-making and effective oversight.

2. The Board at its meeting held on March 07,
2025, on recommendation of NRC, and after
evaluating the performance of Mr. Kamlesh
Shivji Vikamsey (DIN: 00059620), during his first
tenure as an Independent Director, has approved
and recommended his re-appointment as an
Independent Director of your Bank for a second
term of 5 (five) consecutive years from April 25,
2025 to April 24, 2030 (both days inclusive), for
the approval of the Members and he shall not
be liable to retire by rotation during his tenure
as an Independent Director. The same has been
approved by the members vide special resolution
passed through postal ballot on April 10, 2025.

The Board is of the considered view that
Mr. Kamlesh Shivji Vikamsey possesses the
requisite integrity, professional expertise,
proficiency and extensive experience to serve
effectively as an Independent Director of your
Bank. His deep domain knowledge and strategic
acumen have been instrumental in guiding your
Bank's governance and operational frameworks.

III. Others

1. Mr. Rajeev Yadav was appointed as Deputy
CEO and categorised as Senior Management
Personnel ("SMP") of the Bank w.e.f. April 01,
2024 as a part of key terms & conditions of the
Scheme of Amalgamation of erstwhile Fincare
SFB into and with your Bank.

IV. Directors Retiring by Rotation

In accordance with the provisions of Section
152 of the Act, Mr. Sanjay Agarwal, Managing
Director & CEO, retired by rotation at the
previous AGM and shareholders approved his
re-appointment. Further, Mr. Uttam Tibrewal,
Whole-Time Director & Deputy CEO of your Bank
shall retire by rotation at the ensuing AGM and
being eligible for reappointment, offers himself
for re-appointment.

Except as aforesaid, no other change took place
in the Board or in Key Managerial Personnel

("KMP") of your Bank. The composition of
the Board and Key Managerial Personnel of
your Bank is in compliance with the applicable
regulatory norms.

All the Directors of your Bank have confirmed
that they satisfy the fit and proper criteria as
prescribed under the applicable regulations
and that they are not disqualified from being
appointed as directors in terms of Section 164(2)
of the Act. Further, none of the directors have
been debarred from holding office as director
by virtue of any order of the SEBI or any
other authority.

V. Directors and Officers Liability Insurance
Policy

Your Bank has a Directors and Officers Liability
Insurance Policy which protects Directors
and Officers of your Bank for any breach of
fiduciary duty. Further, the Board is apprised
about the insurance coverage under the said
policy annually.

M. Code of Conduct for Directors and SMPs

I n accordance with Regulation 17(5) of the Listing
Regulations, your Bank has formulated and adopted
a Code of Conduct ("Code"), for Directors and SMPs,
duly approved by the Board. This Code sets forth
the guiding principles for ethical, transparent, and
responsible conduct expected from the Directors
and SMP, including (KMPs), thereby reinforcing a
culture of fairness, integrity, and accountability within
the organization.

All Directors and SMPs have affirmed compliance with
the Code for the financial year 2024-25. A declaration
to this effect, signed by the Managing Director & CEO,
forms part of the Report on Corporate Governance,
annexed to the Board's Report as Annexure-i. The
Code is available on the Bank's website at https://
www.aubank.in/investors/secretarial-policies
.

N. Number of Meetings of Board

During the period under review, a total of eleven (11)
Board Meetings were convened, with none exceeding
the mandated 120-day interval as mandated under
the provisions of the Act read with rules made
thereunder, Secretarial Standard-I issued by the
Institute of Company Secretaries of India ("ICSI"),
and Listing Regulations. The dates of these meetings,
along with attendance details for each Director, have
been comprehensively disclosed in the Report on

Corporate Governance annexed as Annexure-i to the
Board's Report.

O. Committees of the Board

Your Bank recognizes the significance of Board
Committees in fostering strong Corporate
Governance practices. Accordingly, your Bank has
constituted various Board Committees to enhance
the effectiveness & efficiency of the Board and assist
in decision-making processes. These Committees
have been formed in compliance of provisions of
the Act and relevant rules made thereunder, Listing
Regulations, BR Act, RBI Circular & Guidelines,
Articles of Association of your Bank and other
pertinent guidelines/circulars issued from time
to time.

The details of the Board Committees of your Bank
including, re-constitution, their terms of reference,
number & date of meetings held during FY 2024-25
and attendance thereof are disclosed in the Report
on Corporate Governance annexed with Board's
Report as Annexure-i.

P. Meeting of Independent Directors

As per the requirement of Section 149(8) read with
Schedule IV of the Act and Regulation 25 of the
Listing Regulations, a meeting of the Independent
Directors of your 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
your Bank's Independent Directors were convened
on April 23, 2024, and June 26, 2024 chaired by
Mr. M. S. Sriram and Mr. H.R. Khan, respectively.
These meetings were attended exclusively by the
Independent Directors, without the presence of any
other members of the Board or management. A
range of matters were deliberated upon and reviewed
during these meetings including the following:

• Action taken report of previous meeting of
Independent Directors.

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

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

• Performance of Non-Independent Directors, the
Board as a whole, Chairperson of your Bank.

Q. Familiarisation Programme for
Independent Directors

In accordance with Regulation 25(7) of the Listing
Regulations and RBI guidelines, your Bank conducts
familiarisation programme for all its Directors
including Independent Directors.

These familiarisation programmes are conducted
through a combination of experts from your Bank
and/or external agencies having in-depth expertise
in various areas, taking into account the business
requirement of your Bank, and the existing skill sets
of the Directors. Such sessions enable the Directors
to obtain an insight on contemporary matters and
changes therein.

The Details of familiarisation programme and other
sessions organised for Independent Directors during
FY 2024-25 is disclosed in the Report on Corporate
Governance annexed with Board's Report as
Annexure-i and on the website of your Bank under
Disclosures under Regulation 46 of the LODR.

R. Declaration of Independence

In accordance with provisions of Sections 149(6)
and 149(7) read with Schedule IV of the Act
and Regulation 16(1)(b) and 25(8) of the Listing
Regulations, your Bank has received necessary
declarations/disclosures from all the Independent
Directors confirming that they meet and comply with
the criteria of independence.

Pursuant to the Companies (Creation and Maintenance
of Databank of Independent Directors) Rules, 2019
read in conjunction with the Companies (Appointment
and Qualifications of Directors) Rules, 2014, the
Independent Directors of your Bank have successfully
registered their names in the online databank of
Independent Directors maintained & administered
by the Indian Institute of Corporate Affairs ("IICA").
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 Board, the Independent Directors
possesses requisite domain knowledge, experience,
expertise, integrity, and proficiency as required under
the Code applicable for Independent Directors as
stipulated under Schedule IV of the Act and in terms
of the policy of your Bank.

S. Compensation Policy for appointment and
remuneration of Director's, KMP, SMP, Material
Risk Takers (MRTs) and Control Function Staff

Your Bank has formulated and adopted a
comprehensive Compensation Policy for appointment
and remuneration of its Directors, Key Managerial
Personnel ("KMP"), Senior Management Personnel
("SMP"), Material Risk Takers ("MRT") and Control
Function Staff on the recommendation of the NRC,
in compliance with the provisions of Section 178(3)
of the Act read with relevant rules made thereunder,
Listing Regulations and RBI guidelines.

The policy governs the appointment and remuneration
of Directors (including Independent Directors), KMP,
SMP, MRTs and Control Function staff as applicable
in accordance with the criteria established by the
NRC of the Board as mandated by the Act and
applicable Rules, Listing Regulations, and other
relevant guidelines.

Key objectives of the policy include establishing
standards for compensation, including fixed and
variable pay, retaining and motivating talent, defining
internal guidelines for reimbursement to Directors
and KMPs, institutionalising a mechanism for
appointment/removal/evaluation of performance of
Directors, administering ESOP as per SEBI regulations
and ensuring compliance with applicable laws, rules,
and regulations as well as 'Fit and Proper criteria' of
directors for their appointment.

The policy undergoes regular review by the Board
in addition to the other amendments that may
be required in the policy and is hosted on the
Bank's website https://www.aubank.in/investors/
secretarial-policies
.

The terms of reference of the NRC and details of
Compensation Policy are covered in Report on
Corporate Governance annexed with Board's Report
as Annexure-i.

T. Evaluation of the Directors, the Board and
Committees

The provisions of Section 149(8) read with Schedule
IV, Section 178(2) of the Act, Regulation 17 and other
applicable Regulations of the Listing Regulations,
and Guidance Note on Board Evaluation issued by
the SEBI, mandates the performance evaluation of
the Board, its committees, individual directors and
the Chairperson of your Bank on the basis of various
parameters with the aim to improve the effectiveness
of the individual Director, Committees and the Board.

Board evaluation is a vital aspect of corporate
governance that enhances the effectiveness of
the Board by identifying strengths and areas for
improvement and promotes transparency and
accountability. Your Bank has structured process
in place for Board performance evaluation which is
conducted annually. The evaluation is conducted
based on a comprehensive framework reviewed and
approved by the NRC.

The Performance evaluation of the Board, its
Committees, Chairperson, Independent Directors,
Executive and Non-Executive Director is evaluated
after seeking inputs from all the Directors on the basis
of criterias prescribed under guidance note on Board
Evaluation issued by SEBI which inter alia covered the
following aspects:

Board as a Whole: Assess structure of Board,
effectiveness of Board meetings, functions
of Board and level of independence of the
management from the Board

Board Committees: Review composition, size
and scope of work, quality of deliberations,
timeliness, and expertise.

independent Directors: Evaluate participation,
Assesses independence, contribution to
discussions, fulfillment of functions, management
oversight, and shareholders' interest.

Chairperson: Focus on contribution in meetings,
strategic input, integrity, collaboration and
governance oversight.

Executive Directors: Measure strategic

execution, commitment, operational leadership,
accountability, performance, value creation,
Governance & Compliance.

Non - Executive Director: Evaluate Knowledge
& Participation, contribution to discussions,
fulfillment of functions, Impartial approach and
shareholders' interest.

Details of Board performance evaluation carried
out for FY 2024-25 including methodology used,
its outcome and proposed recommendations for
implementation in the upcoming financial year, are
covered under Report on Corporate Governance,
forming part of this Board's report as Annexure-i.

U. Statutory Auditors and their Report

In consonance with 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 issued by RBI, Banks are required to

appoint Statutory Auditors for a continuous period
of three (3) years, subject to the audit firms meeting
eligibility criteria annually and obtaining RBI approval
on an annual basis.

At the 29th AGM of your Bank held on July 26, 2024,
M/s. M S K A & Associates, Chartered Accountants
(FRN: 105047W) and M/s. Mukund M Chitale & Co.,
Chartered Accountants (FRN: 106655W) were

appointed as Joint Statutory Auditors for a period of
Three (3) years to hold office from the conclusion of
the 29th AGM till the conclusion of the ensuing 32nd
AGM, subject to RBI approval on an annual basis.

M/s. M S K A & Associates, Chartered Accountants and
M/s. Mukund M Chitale & Co., Chartered Accountants,
Joint Statutory Auditors of your Bank, have provided
audit report on the financial statements for the
FY 2024-25, with no qualifications, reservations, or
adverse remarks. Further, in accordance with Section
143(12) of the Act, the auditors have not identified
any instances of fraud within your Bank by its officers
or employees.

The SAs have confirmed their eligibility in adherence
to Section 141 of the Act and the guidelines issued
by the RBI from time to time. Moreover, pursuant
to the relevant provisions of Listing Regulations,
the SAs have also confirmed their adherence to the
peer review process as mandated by the Institute
of Chartered Accountants of India ("ICAI"). The SAs
also possess a valid certificate issued by the Peer
Review Board of ICAI, ensuring their competence and
professionalism in their field.

V. Secretarial Auditors and their Report

The Board of your Bank, on the recommendation
of the Audit Committee, had appointed M/s. V. M.
& Associates, Company Secretaries (Registration
No. P1984RJ039200 & Peer Review Certificate No.:
5447/2024) to conduct the Secretarial Audit of your
Bank for the financial year 2024-25.

The Secretarial Auditors have not reported any
instance of fraud in accordance with Section 143(12)
of the Act during the year under review and their
report does not contain any qualification, reservation,
or adverse remark for the financial year 2024-25.
The Secretarial Audit Report for the financial year
2024-25 in form MR-3 is annexed with Board's Report
as Annexure-iV.

Further, in compliance to the provisions of Section
204 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, Regulation 24A of Listing Regulations read

with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/
CIR/P/2024/185 dated December 31, 2024 and
upon recommendation of the Audit Committee, the
Board of your Bank, subject to the approval of the
shareholders of your Bank at the ensuing Annual
General Meeting, have approved the appointment
of M/s. Mehta & Mehta, Company Secretaries
(Registration No. P1996MH 007500 & Peer Review
Certificate No.:3686/2023), as the Secretarial
Auditors of your Bank to conduct the audit of the
secretarial records for a period of five (5) consecutive
years starting from the Financial Year 2025-26 till the
Financial Year 2029-30.

W. Particulars of Loans, Guarantees and
Investments

Pursuant to the provisions of Section 186(11) of
Act, the provisions of Section 186 of the Act except
sub- section (1), do not apply to loans made,
guarantees given or securities provided or acquisition
of securities by a Banking company in the ordinary
course of business and are exempted from disclosure
requirement in the Annual Report.

However, the particulars of investments made by
your Bank are disclosed in Schedule 8 of the Financial
Statements for FY 2024-25, forming part of this
Annual Report, as per the applicable provisions of
BR Act.

X. Related Party Transactions

During FY 2024-25, your Bank did not engage in any
material significant transactions with related parties
that could potentially create conflicts of interest
between your Bank and these parties. All related
party transactions conducted throughout the year
were carried out at arm's length basis and in the
normal course of business operations.

The Audit Committee has accorded omnibus approval
for related party transactions which are of a repetitive
nature and entered in the ordinary course of business.
Further, the Audit Committee of your Bank reviewed
details of all related party transactions entered by
your Bank on quarterly basis.

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 the
financial year ended March 31, 2025.

The Policy on Related Party Transactions and
Materiality as approved by the Board can be accessed
on the website of your Bank at https://www.aubank.
in/investors/secretarial-policies
.

Y. Material Changes and Commitments, if
any, affecting the Financial Position of Bank

There were no material developments/changes/
commitments affecting the financial position of your
Bank which have occurred after March 31, 2025, till
the date of this report

Z. Conservation of Energy, Technology
Absorption & Foreign Exchange Earnings and
Outgo

Your Bank remains deeply committed to environmental
sustainability, consistently advancing initiatives aimed
at reducing its carbon footprint. By leveraging digital
technologies and implementing targeted emission-
reduction strategies across its operations, your Bank
continues to foster eco-conscious practices and
contribute meaningfully to a greener future.

(a) Conservation of Energy

Steps taken or impact on conservation of energy,
utilising alternate sources of energy and capital
investment on energy conservation equipments:

Your Bank is committed to environmental
sustainability and is actively reducing emissions
through digital solutions and adopting low-carbon
innovations, like exploring zero-carbon
electricity for Banking operations. Your Bank has
implemented a three-tiered strategy for energy
conservation:-

1. Energy Efficiency Measures

• Encouraging green plants and gardens on
Bank's premises to lower air conditioning
needs and keeping AC temperatures at
25?C or higher.

• Engaging in performance-based contracts
for energy savings.

• Replacing conventional lighting with
energy-efficient LED fixtures.

• Using timers for signage to optimise
energy usage.

• Installing power factor systems in electrical
panels for efficient electricity use and
implementing power factor corrections.

2. Technology Upgrades

• Deploying an i-Touch manager for efficient
monitoring and control of electricity usage,
leading to reduced consumption.

• Using Variable Refrigerant Volume (VRV)
based Chillers to cut down on energy usage
in ACs By upto 20%.

• Employing insulation to minimise heat
load in offices, reducing the reliance on
air conditioning.

• Using UPS and inverters to reduce reliance
on diesel electricity generators.

3. Renewable Energy, Recycling and Resource
Optimization

• Recognising the importance of renewable
energy for a cleaner future, your Bank has
installed a 1 MW solar plant.

• The solar project is situated in Gajner Site,
Bikaner district, Rajasthan, and serves
Jagatpura, Malviya Nagar, and Tonk Road
offices at Jaipur, Rajasthan.

• This project is expected to generate 1.6 million
units annually, contributing significantly to
reducing carbon footprint and supporting
global sustainability goals.

• Recycling systems and supplies: Your Bank
also practices highly efficient management
methods to refurbish aging IT systems. This
is carried out to avoid sending hazardous
materials into huge landfills and scaling down
the load on already overburdened junkyards.

• Your Bank also employs a coherent system
of recycling slightly older IT systems by
assigning them to the staff that does not need
to perform heavy data processing on their
system. By doing so, your Bank successfully
reduces the demand for new desktops and
laptops even with the growing workforce.

Other initiatives

Green Building: Natural Sunlight is maximised
through Green Building design in Offices to the
extent possible to reduce reliance on artificial
lighting to the extent possible.

Green building encompasses environmentally
responsible and resource-efficient practices
throughout a building's life cycle, from planning
to demolition. It expands on traditional building
concerns of economy, utility, durability, and
comfort by prioritising energy, land, water, and
material savings while reducing pollution and

promoting harmony with nature. Bank's office
at Sanpada, Mumbai, achieved a "Gold" rating
in IGBC's Existing Green Interior Category,
showcasing a commitment to indoor environment
quality, sustainable materials, energy efficiency,
water conservation, and eco-design principles.
This achievement reflects your Bank's dedication
to environmental responsibility and sets a
standard for future branches nationwide.

(b) Technology Absorption

I) The efforts made towards Technology
absorption:

1. AU 0101 App: AU 0101 App feature enables
customer access to Bank from anywhere, which
contributes to reducing carbon footprint and
seamless video banking enables customers to
avail Banking services virtually through a video
enabled chat with branch executives, eliminating
the need to travel to the branch. The 'AU 0101'
retail Internet and mobile banking application
and platform have been successfully migrated to
AWS's private cloud, ensuring high availability,
scalability, and security. Even during peak traffic
periods, the system remains responsive and
reliable, seamlessly meeting customer demands.
In FY 2024-25, ~53% term deposits were booked
via AU 0101 app and contributing to ~22% of
overall term deposits mobilized.

2. Digital Banking: Your Bank has significantly
advanced its digital banking capabilities, making
banking more convenient and paperless. Over
90% of deposit accounts are now opened
digitally, primarily through Tab and Video
Banking. The platform is expanding to support
end-to-end onboarding for various products,
including loans, credit cards, insurance, and
wealth services.

Your Bank witnessed strong growth in the
adoption of tab-based account opening, mobile
banking, WhatsApp banking (24/7 banking
solutions), and Net banking, thus minimising
paper usage, reducing waste generation, and
achieving improved waste management.

3. Video Banking: This service helps Customers to
connect with Video Bankers on real time basis at
Customer's convenience from home. Customer
can open account, book FD, and much more.
Bank provides video banking facility with a
vision to offer all its services virtually through
video-enabled chat with branch executives,
eliminating the need for branch visits. This

initiative helped your Bank twofold in promoting
digital banking and inspiring its customers
to adopt a more environmentally sustainable
banking channel and saving of fuel by reducing
commutation challenges.

4. Tab Onboarding Journey: This service enables
bank staff to onboard customers using digital
platform which helps with increased speed
and efficiency by reducing time for document
verification and data entry. Customers appreciate
the convenience and accessibility of online
onboarding, Tab based onboarding platform
incorporates security measures like encryption
and biometric authentication. In FY 2024-25
~80% of the accounts were processed using Tab
banking. In FY 2025-26, Tab banking journey has
moved to a new platform to ensure faster TAT
through seamless activation, robust mule account
detection modules and co-originated offerings
like Term Deposit, Mutual Fund, Insurance and
Demat at the point of onboarding.

5. Embracing E-receipts Culture: Bank encourage
customers to choose electronic receipts at
ATMs, and send them a detailed SMS on their
most recent transaction and Bank balance to
their registered mobile number to reduce paper
usage. Bank also collaborated with the transport
department of Haryana to automate the
ticketing process, allowing for the conservation
of natural resources.

6. Automate Energy data collection: This is an
application of digital technologies for energy
data collection. Bank has replaced manual way
of data collection from its various sites and
automated data collection through ERP software.

Energy accounting and reduction have a major
effect on emissions as an enabler in accelerating
clean energy transitions. The system is helping
your Bank to cut costs, improve efficiency and
resilience, and reduce emissions.

7. Cloud computing & storage: Cloud infrastructure
modernizes your Bank's operations by:

• Enhancing scalability and resiliency

• Supporting load sharing

• Reducing operational costs

• Improving environmental sustainability

through reduced physical infrastructure needs

II) The benefits derived like product improvement,
cost reduction, product development or import
substitution:

Your Bank delivers products and services that
promote sustainable development and conduct
its business in a fair and professional manner.
A proper structure and process is available
which facilitates incorporating risk criteria in the
product development and approval process.
Your Bank is continuously taking various steps
on product improvement. Your Bank has
implemented an upgraded version of ITAM
tool (IT asset management tool). This tool will
manage all Bank's IT assets life cycle i.e. from
procurement to scrap and disposal of asset, for
pan India banking operations. Highly efficient
use of technology through software helps save
time, improve efficiency, reduce costs, improve
productivity, make institution more agile and
enhances the information security.

Embracing the transformative power of robotics,
your Bank has automated over 100 processes
through Robotic Process Automation (RPA).
This strategic move not only reduces manual
intervention but also underscores Bank's
dedication to technological excellence and
continuous improvement.

In terms of AD-1 applications, your Bank has
implemented the Kondor Treasury Application
to enhance financial efficiency and global
connectivity. This state-of-the-art solution
streamlines interbank trading processes by
automating tasks, improving accuracy, and
enhancing risk assessment. Additionally, Bank
has enabled secure interbank transactions in USD
via SWIFT. The SWIFT network ensures reliable
and efficient cross-border financial transactions.
Leveraging SWIFT's standardised messaging
system, we have fostered international trade and
facilitated seamless USD transactions.

Your Bank is investing in initiatives and
innovations to build a digital gateway to a
sustainable lifestyle. Your Bank's investments
in digital technologies have simplified banking
and enabled a smoother customer journey. In
addition, a robust technology platform has been
created by your Bank as a part of the new-age
digital banking ecosystem.

III) In case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year):

a) The details of technology imported: Nil

b) The year of import: Nil

c) Whether the technology been fully
absorbed: Nil

d) If not fully absorbed, areas where absorption
has not taken place, and the reasons
thereof: Nil

IV) Expenditure incurred on Research and
Development:

Since financial services is being primarily covered
under service Sector, the details of this clause
are not applicable to your Bank.

(c) Foreign Exchange Earnings and Outgo

During the financial year ended March 31, 2025,
the foreign exchange earnings was H76.51 Crore
and the foreign exchange outgo was H44.02 Crore.

AA. Risk Management

Your Bank operates within a robust Enterprise
Risk Management Framework aligned with its
risk appetite, ensuring proactive identification,
assessment, mitigation, and monitoring of risks. A
multi-layered governance model based on the three-
lines-of-defense principle supports prudent risk
oversight. Your Bank has institutionalized a strong risk
culture and governance structure, driven by Board-
approved policies, a defined risk appetite statement,
and continuous risk assessment. Key risks monitored
include credit, operational, market, liquidity, fraud,
compliance, cyber security, and emerging risks such
as climate and data privacy. Technology-enabled
tools and automated reporting enhance real-time
risk monitoring and portfolio oversight. The Board,
supported by the Risk Management Committee
(RMC) and other specialized committees, oversees
the risk governance process. The Chief Risk Officer,
reporting independently to the RMC, plays a central
role in managing risk areas and aligning risk strategy
with business objectives. The Internal Capital
Adequacy Assessment Process (ICAAP) and stress
testing further strengthen your Bank's resilience and
capital planning.

Credit Risk Management

Credit risk arises from a borrower's failure to meet
contractual obligations. Your Bank mitigates this
through robust underwriting standards, portfolio
monitoring, early warning systems, and defined risk
limits aligned with business strategy. Credit risk is
managed through a comprehensive policy framework,
with oversight by the Credit Risk Management
Committee ("CRMC"), which monitors large
exposures, asset quality, and portfolio concentration.

Operational Risk Management

Operational risk stems from failures in internal
processes, systems, or external events. Your Bank
follows a three-lines-of-defense model, with the
Operational Risk Management Department (ORMD)
implementing the framework and the Operational
Risk Management Committee ("ORMC") overseeing
it. Fraud risk is addressed through a dedicated Risk
Containment Unit and monitored by the Special
Committee of the Board for Monitoring and Follow
up of Cases of Fraud ("SCBMF"). Continuous
enhancements in systems and controls ensure
resilience, especially in digital banking.

Outsourcing Risk

Your Bank manages outsourcing risk through Board-
approved IT and financial outsourcing policies, aligned
with RBI guidelines. The Committee for Outsourcing
of IT and Financial Services oversees vendor risk,
ensuring due diligence, monitoring, and compliance
with risk management standards.

Business Continuity Management (BCM)

Your Bank has a comprehensive BCM framework
to ensure continuity of critical operations during
disruptions. This includes disaster recovery sites,
regular BCP drills, and emergency response plans.
The ORMD coordinates BCM efforts across units,
ensuring preparedness and resilience.

Market Risk, Liquidity Risk & Asset Liability
Management

Your Bank manages market risk arising from
investments, trading, and forex positions through
a Board approved framework that includes defined
limits, benchmarks, and analytical tools to optimize
risk-adjusted returns. Liquidity risk, the inability to
meet funding obligations, and the same is mitigated
through robust fund planning, daily liquidity
monitoring, and adherence to internal thresholds
which are stricter than regulatory norms. The Asset
Liability Management Policy outlines a comprehensive
governance structure for managing market, interest
rate, forex, and liquidity risks. The Asset Liability
Management Committee ("ALCO") oversees risk
identification, measurement, and compliance with
internal and regulatory limits, ensuring resilience
under normal and stressed conditions.

Information Security Risk Management

Your Bank has implemented a robust cyber and
information security framework to safeguard its IT
infrastructure and customer data against evolving
threats such as phishing, malware, and system
vulnerabilities. Governed by Board approved policies
overseen by the Chief Information Security Officer
(CISO), the framework includes real-time monitoring

via a Cyber Security Operations Centre, layered
security controls, and adoption of next-gen solutions.
Your Bank follows a People-Process-Technology
(PPT) model, emphasizing employee training,
defined procedures, and advanced technologies.
Awareness campaigns are conducted regularly to
educate customers on cyber fraud prevention and
safe banking practices.

Reputation Risk Management

Reputation risk is managed through strong
governance, ethical conduct, and transparent
stakeholder engagement. Your Bank monitors
reputational exposure via its ICAAP and a Reputation
Risk Index (RRI). Senior management and the Board
ensure zero tolerance for misconduct and uphold
high standards of integrity. Regular communication
with stakeholders and adherence to Bank's values
and Code of Conduct help preserve and enhance
its reputation.

Compliance Risk Management

Your Bank manages compliance risk through a robust
framework guided by its Board-approved Compliance
Policy and KYC/AML Policy, aligned with RBI
regulations and the Prevention of Money Laundering
Act. A dedicated Compliance Department ensures
adherence to applicable laws, monitors regulatory
developments, and reports regularly to senior
management and the Audit Committee. Your Bank
emphasizes a strong compliance culture, supported
by regular training and policy reviews to stay aligned
with evolving regulatory expectations.

Emerging Risks

Data Privacy: Your Bank ensures compliance
with the applicable data privacy guidelines
through multi-layered data protection controls
and regular threat assessments.

Cybersecurity & Fraud Risk: A next-gen

cybersecurity framework, supported by AI/ML-
based fraud detection and a multi-tier governance
structure, safeguards IT infrastructure and
customer data.

Climate Risk: Through its Sustainability Policy
and Green Fixed Deposit Policy, your Bank
addresses climate-related risks and promotes
green financing initiatives like green loans and
Planet First - Green Fixed Deposits, with third-
party validation and audits.

Social Media Risk: Your Bank actively monitors
and mitigates reputational and operational risks
from social media through external partnerships
and real-time surveillance of digital platforms.

AB. Corporate Social Responsibility

Over the past seven years, your Bank has upheld
a consistent and purpose-driven approach to its
Corporate Social Responsibility (CSR) initiatives,
addressing socio-economic challenges through
inclusive and transformative CSR programs. These
efforts aim to build skills, nurture talent, and
create pathways for self-reliance. Rooted in Bank's
foundational commitment to reach the unreachable
and serve the underserved, CSR initiatives are
centered around three core pillars:

Skill Development with Job Placement Support

Sports Training and Talent Development

• Women Empowerment through Entrepreneurship

Beyond these focus areas, your Bank also supports
broader social development initiatives in healthcare,
safe drinking water, road safety, environmental
conservation, water resource management and
promotion of art & culture among others.

Each initiative reflects your Bank's mission to uplift
communities and contribute meaningfully to the vision
of Viksit Bharat. As your Bank continues its journey
of social transformation, it remains deeply committed
to enabling long-term, sustainable change ensuring
that beneficiaries experience lasting impact and they
progress toward a more equitable society.

The terms of reference of the CSR Committee are
outlined in the Report on Corporate Governance
annexed as Annexure-I. The disclosures required
to be given under Section 135 of the Act read
with Rule 8(1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Companies
(Corporate Social Responsibility Policy) Rules, 2021,
in the prescribed format has been appended herewith
as Annexure-II. The CSR Policy is also available on the
Bank's website at https://www.aubank.in/investors/
secretarial-policies
.

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

Your Bank maintains a zero-tolerance policy towards
any form of harassment, reinforcing its commitment
to fostering a workplace culture rooted in respect,
dignity, and inclusivity. Your Bank is dedicated
to ensuring a safe, prejudiced-free environment
where employees can work without fear of bias
or misconduct.

In alignment with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Policy on Prevention and Redressal of
Sexual Harassment at the Workplace, your Bank has
constituted three level Internal Committees (Branch,

Regional & Central) to address complaints promptly
and impartially. These committees are empowered
to conduct thorough independent and fair inquiries,
ensuring justice and accountability. Your Bank has
also implemented mandatory training and awareness
programs to educate staff on respectful workplace
behavior and the procedures for reporting and
addressing grievances.

Detailed information regarding your Bank's
commitment to prevent and address sexual
harassment along with summary of cases is provided
in the Report on Corporate Governance as Annexure-i
to the Board's Report.

AD. Compliance with Maternity Benefit
Act 1961

Your Bank has adhered to all applicable provisions
of the Maternity Benefit Act, 1961, ensuring full
compliance with statutory requirements.

AE. Subsidiary, Joint Ventures & Associate
Companies

Your Bank does not have any subsidiary, joint ventures
& associate companies. Hence, the details of this
clause are not applicable to your Bank. Accordingly,
Bank is also not required to formulate a specific policy
on dealing with material subsidiaries.

AF. Material Orders Passed by Regulators or
Courts or Tribunals

During the FY 2024-25, no material orders have been
passed by the Regulators/ Courts/ Tribunals which
would impact the going concern status of your Bank
and its future operations.

AG. Internal Financial Control & their Adequacy

Your Bank has instituted a strong internal financial
control framework, thoughtfully aligned with its
defined risk appetite and tailored to the size, scale,
and complexity of its operations. The scope and
authority of the risk-based internal audit function are
clearly articulated in the Board-approved Internal
Audit Policy.

The audit function plays a pivotal role in ensuring
that your Bank's processes and operations adhere
to regulatory guidelines, accounting standards,
and internal rules and guidelines of your Bank. This
function offers an impartial evaluation of the quality
and effectiveness of your Bank's internal control, risk
management, and governance systems to provide
assurance to the Board and Audit Committee.

During the year under review, your Bank's internal
control systems were found to be adequate and

operating effectively. Additionally, the Joint Statutory
Auditors expressed their opinion on the adequacy
and operational effectiveness of your Bank's internal
controls over financial reporting, as required under
the applicable provisions of the Act. This opinion can
be referred to in the Auditor's Report attached to the
audited financial statements for FY 2024-25 forming
part of this Annual Report.

AH. Cost Records

Being a Banking company, provisions of Section
148(1) of the Act, relating to maintenance of cost
records is not applicable to your Bank.

AI. Corporate Governance

The governance structure of your Bank is designed
to ensure that your Bank is managed in the best
interests of all its stakeholders, including regulators,
depositors, customers, employees, shareholders,
and all other stakeholders while maintaining effective
risk management and compliance with applicable
laws and regulations. The Corporate Governance has
been an integral part of the way the Bank has been
operating since inception. The Bank believes that
good Corporate Governance emerges through the
implementation of best management practices, strict
adherence to laws and regulations, and a commitment
to transparency and ethical conduct.

Your Bank is dedicated to constantly refining its
governance and assurance practices by benchmarking
itself against the global best practices. The Bank is
committed to have a top-notch Governance and
assurance framework in place, and it constantly
works to enhance its Risk Management, Compliance,
and Audit practices.

Key aspects of these functions, along with recent
initiatives, are integral to the Bank's commitment to
excellence in governance which inter alia include:

1. Risk Management:

Your Bank has designed comprehensive Enterprise
Risk Management framework to protect the
organization as well as the interests of all major
stakeholders. The risk governance is driven by a
risk appetite statement, well-articulated policies
for effective risk management, and a robust risk
management structure. The Bank continuously
carry out the risk assessment and ensure
compliance to the internal/ regulatory limits along
with periodic review, monitoring and submission
of the key reports to relevant management and
Board committees. Adherence to the framework
ensures a structured and systematic approach to
risk management that is crucial for the calibrated
growth of the Bank. Since your Bank operate

in underserved segments and accordingly it
has evolved its risk management practices to
mitigate and manage the associated risks.

The responsibility for executing key risk
management activities has been entrusted to
the Board Delegated Committees (Executive
Committees), including the Credit Risk
Management Committee, ORMC, ALCO, Asset
Liability Management Committee, IT Steering
Committee, and Information Security Committee.
Risk management is a top priority for your Bank,
with a strong framework in place to address
potential risks. The Bank's risk management
philosophy and approach are centered on
safeguarding the interests of customers and
investors, as well as preserving your Bank's
reputation and financial stability.

2. Compliance Function:

Compliance is a key pillar of your Bank's
governance framework and it is designed to
ensure adherence to all regulatory requirements
(in letter and spirit) and foster a robust
compliance culture across the organization. In
order to cultivate the right tone for compliance,
the function consistently seeks guidance from
the Board and its committees. It engages with
internal stakeholders through both structured and
informal meetings to effectively communicate
the necessary compliance standards.

As a technology-driven Bank, it has embedded
regulatory requirements in a digitalized
processes/workflows to ensure full compliance
and have invested in various advanced systems
and technological solutions. Further, to
strengthen its efforts, the Compliance Function
has adopted several initiatives, including:

(i) Compliance Sustenance Framework

(ii) Compliance Self Certification

(iii) Enhancing the Product Approval Process

(iv) Quality Assurance and Improvement
Programme (QAIP)

3. Internal Audit Function:

The Internal Audit function is the guardian of
your Bank's governance framework. It adheres
to a risk-based audit approach outlined in your
Bank's Risk Based Internal Audit Policy. This
function independently assesses the adequacy
and effectiveness of your Bank's internal control
and risk management frameworks and processes
to provide objective assurance to your Bank's
Board/ Committees, senior management, and
the regulator.

Further, the Internal Audit function is resp
for formulating, implementing and mo
your Bank's audit plan. Based on the
conducted, it highlights relevant findir
continuously monitors, validates, and rep
the progress of remediation actions. Addi
while maintaining objectivity and indepe
the Internal Audit function also offers a
services, which aim to enhance governan
management, and control processes.

The Report on Corporate Governan
FY 2024-25 along with certificate iss
M/s. V. M. & Associates, Company Sec
confirming the compliance to ap
requirements related to corporate gov
as stipulated under Chapter IV of the
Regulations, is annexed with Board's Re
Annexure-i.

AJ. Business Responsibility and Sustair
Report & Sustainability Initiatives

In terms of Regulation 34(2)(f) of the
Regulations, top 1000 listed entities based <
market capitalization as on December 31, eve
are required to submit Business Responsibi
Sustainability Report ("BRSR"), as a part
annual report. In the BRSR disclosures on perfc
against the nine principles of the 'National Gu
on Responsible Business Conduct' (NGRB
reported wherein each principle is divid
essential and leadership indicators.

SEBI has further mandated the top 15(
companies (by market capitalization) to un
an assessment or assurance of the BRSR Co
financial year 2023-24 and for top 250 listed cor
from the financial year 2024-25 subsequen
BRSR Core is a sub-set of the BRSR, consisting
of Key Performance Indicators (KPIs) / metric
9 ESG attributes. Considering market capitaliz
the Bank, the requirement of BRSR and asse
or assurance of the BRSR core for the FY 20
applicable on your Bank.

Accordingly, the Bank's BRSR for FY :
along with the Independent reasonable as
statement on BRSR core disclosures from
India Private Limited, is annexed with Board's

Your Bank has Board level Sustainability Com
chaired by Independent Director. This comn
responsible for decision-making on susta
related issues. The composition, terms of re
and meeting details of the Sustainability Com
are included in Report on Corporate Gov
annexed with Board's Report as Annexure-i.

it has initiated need based several environmental and
social initiatives for the benefit of its stakeholders.

AK. Particulars of Employee Remuneration

As per Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rule, 2014, the ratio of
the remuneration of each Director to the median
employee's remuneration and other details is annexed
with Board's Report as Annexure-iii.

Additionally, the statement containing employee
particulars required by Section 197(12) of the
Act and Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is a part of this
report. Pursuant to Section 136(1) of the Act, the
annual report has been sent to Members without the
aforementioned statement, which can be inspected
at the registered office of your Bank up to the date
of the AGM. Members interested in obtaining a copy
of the Annexure may request it from the Company
Secretary of the Bank at investorrelations@aubank.in

AL. Management Discussion and Analysis

The Management Discussion and Analysis Report for
the FY 2024-25 is included as a separate section within
the Annual Report, as required under Regulation
34(2)(e) and Schedule V of the Listing Regulations.

AM. Annual Return

The draft Annual Return for the financial year ended
on March 31, 2025 in the prescribed form MGT-7, as
required under Section 134(3)(a) and Section 92(3)
of the Act, can be accessed on the Bank's website at
https://www.aubank.in/other-reports

AN. Whistle-Blower Policy & Vigil Mechanism

Your Bank values reliability, fairness and equality
which form foundation for all the decisions taken and
believes in conducting its affairs in a fair manner to build
customer trust and confidence and ensure customer
delight. 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.

A Whistle-Blower Policy in Banking Institutions is
crucial for fostering transparency, accountability,
and ethical behavior within the organisation. Your
Bank has implemented Whistle-Blower Policy &
Vigil Mechanism in pursuance of the provisions of
Section 177(9) of the Act read with the rules made
thereunder and Regulation 4(2)(d) and Regulation 22
of the Listing Regulations, which aims at establishing

an effective vigil mechanism in your Bank to quickly
spot aberrations and deal with it at the earliest.

The Whistle-Blower Policy provides a safe and
confidential avenue for employees to report any
potential misconduct or fraudulent activities without
fear of retaliation. This Policy includes adequate
safeguards against the victimisation of individuals
who avail this mechanism ensuring they have direct
access to the Chairman of the Audit Committee. None
of your Bank's personnel has been denied access to
the Audit Committee of your Bank.

The policy can be accessed on the website of
the Bank at https://www.aubank.in/investors/
secretarial-policies
and further details have been
provided in the Report on Corporate Governance
forming part of this Board's Report as Annexure-i.

AO. Anti-Bribery and Anti-Corruption Policy

Your Bank upholds a strict 'zero-tolerance approach'
towards bribery, corruption, and unethical practices
and is committed to conduct all its dealings and
operations with professionalism, fairness, and
integrity. In alignment with this commitment, your
Bank has implemented an Anti-Bribery and Anti-
Corruption Policy that has been approved by
the Board. This policy outlines the fundamental
principles for conducting Banking business in a
transparent, honest, and ethical manner. The policy
can be accessed on the website of the Bank at
https://www.aubank.in/notice-board.

AP. Adherence to Secretarial Standard issued
by the Institute of Company Secretaries of
India

Your Bank has adhered to the Secretarial Standards
issued by the ICSI of India on Meetings of Board and
General Meetings.

AQ. Status of Ind AS Implementation

The Banks are 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 issued the roadmap for
implementation of new Indian Accounting Standards
("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 notice
as the recommended legislative amendments were
under consideration of Government of India. Your
Bank had undertaken preliminary diagnostic analysis
of the GAAP between Indian GAAP vis-a-vis Ind AS
and shall proceed for ensuring the compliance as per
applicable requirements and directions in this regard.

In FY 2023, Reserve Bank of India, through its
discussion paper on "Introduction of Expected
Credit Loss framework for provisioning by Banks"
has proposed to adopt an expected credit loss
framework based on the approach as per Ind AS 109,
supplemented by regulatory backstops wherever
necessary. Further, in FY 2024, the RBI issued a master
direction on classification, valuation and operation
of investment portfolio of Commercial Banks
(Directions), 2023, which became effective from
April 1, 2024. The revised master direction brings the
classification and accounting of investments closer
to Ind AS. Your Bank has implemented the required
changes as per the master direction with effect from
April 1, 2024.

Directors' Responsibility Statement

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

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

2. We have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent,
so as to give a true and fair view of the state of
affairs of your Bank as of March 31, 2025 and of
the profit of your Bank for the year ended on
that date.

3. We have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies

Act, 2013 for safeguarding your Bank's assets
and for preventing and detecting fraud and
other irregularities.

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

5. We have laid down internal financial controls to
be followed by your Bank and ensured that such
internal financial controls are adequate and were
operating effectively.

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

Acknowledgement and Appreciation

The Board extends its sincere gratitude to the
Government of India, various State Governments,
regulatory bodies such as RBI, SEBI, MCA, IRDAI,
IBA, UIDAI, CERSAI, as well as to all the shareholders,
debenture holders, esteemed Bankers, Lenders,
Credit Rating Agencies, and Debenture Trustees for
their unwavering support and trust in your Bank.

The Board would further like to express appreciation
to BSE Limited, National Stock Exchange of India
Ltd., National Securities Depository Limited, Central
Depository Services (India) Limited, Registrar &
Share Transfer Agent, Vendors and Service Providers
for their continued support & co-operation.

Your Bank's valued customers deserve a special
mention for their loyalty and continued patronage
and the Board is truly grateful for the trust they have
placed in your Bank.

The Board also expresses its heartfelt thanks and
gratitude to each employee for their hard work,
solidarity, cooperation, support and continued
commitment towards your Bank and its customers.
Through their commitment to strong work ethics,
professionalism, teamwork, and initiatives, they have
played a crucial role in enabling your Bank to continue
serving its depositors and customers and maintaining
Bank's customer-centric approach.

For and on behalf of the Board

au small finance bank limited

 

Sd/-

Sd/-

Sanjay Agarwal

Uttam Tibrewal

Managing Director & CEO

Whole-Time Director & Deputy CE1

DIN: 00009526

DIN:01024940

Date: June 28, 2025

Date: June 28, 2025

Place: Jaipur

Place: Mumbai

CIN: L36911RJ1996PLC011381

   

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