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BSE Code : 541153 | NSE Symbol : BANDHANBNK | ISIN : INE545U01014 | Industry : Banks - Private Sector |

Directors Reports

The Members,

Your Board of Directors present the Eleventh Annual Report on the business and operations of your Bank, together with the Audited Financial Statement for the Financial Year ('FY') ended March 31, 2025 ('FY 2025').

Financial Performance of the Bank

The financial highlights for the FY under review, are presented below:

(Figures in Rs. crore)

Particulars	For the FY ended
	March 31, 2025	March 31, 2024
Deposits:	1,51,212.50	1,35,201.99
- Savings Bank Deposits	39,348.29	40,486.15
- Current Account Deposits	8,088.62	9,664.55
- Term Deposits	1,03,775.59	85,051.29
Advances (Net):	1,31,987.32	1,21,136.78
- Bills Purchased and Discounted	17.27	-
- Cash Credits, Overdrafts and Loans repayable on demand	20,616.16	22,844.68
- Term Loans	1,11,353.89	98,292.10
Total Assets/Liabilities	1,91,476.29	1,77,841.66
Net Interest Income	11,490.58	10,318.84
Non-Interest Income	2,966.60	2,171.42
Less: Operating Expenses (excluding Depreciation)	6,789.29	5,613.20
Profit before Depreciation, Provisions and Tax	7,667.89	6,877.06
Less: Depreciation	279.20	237.58
Less: Provisions	3,765.41	3,696.57
Profit Before Tax (PBT)	3,623.28	2,942.91
Less: Provision for Tax	877.98	713.35
Profit After Tax (PAT)	2,745.30	2,229.56
Balance in Profit & Loss Account brought forward from previous year	8,679.13	7,453.78
Appropriations:
Transfer to Statutory Reserves	686.32	557.39
Transfer to Statutory Reserve u/s 36(1)(viii) of the Income-tax Act, 1961	123.66	98.41
Transfer to Capital Reserve	9.80	4.18
Transfer to Investment Reserve	-	153.28
Transfer to Investment Fluctuation Reserve	135.49	-50.68
Dividend pertaining to previous FY paid during the FY	241.65	241.63
Balance carried over to Balance Sheet	10,227.51	8,679.13
EPS (Basic) (in Rs.)	17.04	13.84
EPS (Diluted) (in Rs.)	17.04	13.84

State of Affairs of the Bank

While your Bank completed nine years of its operations during the FY under review, it has continued to demonstrate steady growth both on the liability as well as the assets sides. During the FY, total deposits grew from Rs.1,35,201.99 crore as on March 31, 2024 to ^1,51,212.50 crore as on March 31, 2025 registering a growth of 11.8 per cent. whereas total advances (net) grew from ^1,21,136.78 crore as on March 31, 2024 to Rs.1,31,987.32 crore as on March 31, 2025 registering a growth of 9.0 per cent. Total Business of your

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

Your Bank had continued its focus on rural and unbanked population. During the FY under review, your Bank has added 12 new banking outlets taking the total count of banking outlets to 6,309 as on March 31, 2025 spread across 35 States and Union Territories. Out of the total banking outlets, 34 per cent. are in rural, 37 per cent. in semi-urban, 18 per cent. in urban and 11 per cent. in metro locations.

During the FY under review, your Bank has been on the course with its strategic priorities of portfolio diversification. As on March 31, 2025, EEB portfolio comprising of Group Loan and SBAL has reduced to 41.3 per cent. of the total loan book from 49.9 per cent. as on March 31, 2024 whereas Wholesale Banking portfolio was at 26.5 per cent., Housing portfolio at 24.2 per cent., Retail portfolio at 8.0 per cent. of the total loan book of your Bank as on March 31, 2025. With regard to geographical diversification, 61.2 per cent. of the portfolio of your Bank was outside of the core markets of

Eastern India. The secured portfolio of your Bank increased to 50.5 per cent. of its total portfolio as on March 31, 2025.

During the FY under review, the total income (net) of your

Bank has increased by 15.7 per cent. to ^14,457.18 crore as against the total income (net) of Rs.12,490.26 crore for FY 2024. Net Interest Income for the FY 2025, stood at Rs.11,490.58 crore compared to Rs.10,318.84 crore for FY 2024, representing a growth of 11.4 per cent. NIM for the FY 2025 was 7.1 per cent. The PAT stood at Rs.2,745.30 crore for the FY 2025, an increase of 23.1 per cent. as compared to Rs.2,229.56 crore for the FY 2024. Consequently, Return on Average Equity (ROAE) increased from 10.7 per cent. to 11.6 per cent. whereas Return on Average Asset ('ROAA') increased form 1.4 per cent. to 1.5 per cent. Correspondingly, basic as well as diluted Earnings Per Share ('EPS') increased from Rs.13.84 to Rs.17.04 as at the end of FY 2025 in comparison to FY 2024. The GNPA as on March 31, 2025 was 4.71 per cent. whereas net NPA was 1.28 per cent.

Your Bank continues to focus on financial inclusion by providing various financial services to the underserved. The Reserve Bank of India ('RBI') has mandated Priority Sector Lending ('PSL') of a minimum 40 per cent. of advances for all banks. Your Bank's PSL was Rs.72,106.54 crore (net) as on March 31, 2025, and PSL as a proportion of preceding year's Adjusted Net Bank Credit (ANBC) of Rs.1,31,191 crore was 54.96 per cent.

Highlights of segment wise performance of your Bank during the FY under review are mentioned below:

Emerging Entrepreneurs Business

The Emerging Entrepreneurs Business ('EEB') of your

Bank has been serving borrowers at the bottom of the pyramid with affordable and convenient loans to help them develop into entrepreneurs and transform their lives. Your Bank's EEB strategy is guided by its long-held philosophy of financial inclusion and economic empowerment of the disadvantaged sections of the society. The endeavour of your Bank is to nurture these entrepreneurs and help them move up the socio-economic hierarchy. In their movement upwards, your Bank is by them to support with whichever financial service they may require in the journey.

Your Bank offers a wide array of loans through its Banking Unit ('BU') outlets under EEB vertical to benefit small business owners in need of financial assistance. Your Bank operates its Group Loans and Small Business & Agri Loans ('SBAL') business channels from its BU outlets.

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

During the FY under review, your Bank's commitment towards financial inclusion is also reflected in the fact that it offered loans to 15.17 lakhs new borrowers under Group Loan and SBAL during the FY 2025. The portfolio for Group Loans stood at Rs.36,088 crore whereas SBAL portfolio stood at Rs.20,456 crore respectively, a t the end of FY 2025, as your Bank worked towards bringing additional measures in credit control i n order to improve the quality of its portfolio.

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

Group loans

1. Srishti Loan: Timely funds to start a new business or grow an existing one. Loan size is from Rs.15,000 to Rs.1,50,000.

2. Suraksha Loan: Loan size is up to Rs.15,000 and is sanctioned to help existing customers meet their emergency expenses, e.g. medical, drinking water and sanitation.

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

Small Business and Agri Loans

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

2. Baazar Loan: With a loan size from 726,000 to 71,50,000, this product is for small entrepreneurs, who have an existing super-saver account with your Bank. This loan provides financial support to deposit customers for their working capital needs.

During the FY under review, your Bank has taken the following initiatives:

• Your Bank has taken several initiatives to sharpen the underwriting process for Group Loans and SBAL loans in order to have a better portfolio.

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

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

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

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

• Your Bank has deployed several analytics-driven models to improve both, sourcing and recovery. Some of the key initiatives in this regard are: the identification of good borrowers for a higher ticket loan based on a data-driven renewal base, identification of potential borrowers for graduating to individual loan, categorisation of delinquent borrowers based on their propensity to repay and prioritising collections accordingly, etc.

• Awareness about using digital solutions, like smartphone- based transactions and use of credit/debit cards for online transactions are still persistent issues to the customers under the EEB vertical. To overcome these challenges, your Bank is imparting training to make the customers aware about the benefits of digital payments and various other aspects, such as seeding bank accounts with mobile number and Aadhaar, using digital mode of payments of instalments, etc. Your Bank has also taken initiative by informing the customers to pay through online transactions.

Wholesale Banking Mid-Market Group

The Mid-Market Group ('MMG') offers loan products to Small, Medium & Large Enterprises for meeting their working capital and capital expenditure requirements, including non-fund based facilities. These are generally secured loans extended to businesses involved in manufacturing, trading, services, etc. The MMG vertical offers both fund-based and non-fund based facilities including term loan, cash credit, overdraft, loan against property, construction/project finance, lease rental discounting, Letter of Credit ('LoC'), Bank Guarantee ('BG'), etc. While, the Cash Management Services ('CMS') and Trade Finance have already been launched, the implementation of Supply Chain Finance is in process. The MMG vertical has presence Pan India with teams sitting across large Business Centres.

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

Financial Institution Group (FIG), Healthcare and Education

Your Bank continuously strives to meet the diverse credit needs across sectors, with a dedicated focus on Institutional Lending catering to Non-Banking Financial Companies ('NBFCs') and Housing Finance Companies ('HFCs') to Public Financial Institutions. In FY 2025, your Bank has forayed into the financial requirements of Education & Healthcare Institutions through its existing product suite, which includes term loans, working capital limits (fund- based and non-fund based), cash credit and overdraft facilities. Your Bank also has credit exposure through Direct Assignments and Investment exposure through Pass through Certificates ('PTCs') and Non-Convertible Debentures ('NCDs'). In the NBFCs segment, your Bank's primary focus is secured financing through housing loan, loan against property, gold loan, business purpose loan, commercial & vehicle financing, etc. In the NBFC-MFI (Microfinance institutions) segment, the focus is to cater primarily for the priority segment funding.

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

Commercial - LAP

This segment caters primarily to proprietorships, partnerships and private limited companies for Loans Against Property ('LAP'). This is in line with your Bank's overall objective of increasing the secured lending portfolio.

The segment is leveraging your Bank's distribution network of more than 625 branches as of March 2025, besides sourcing from the open market, along with an objective to meet various financial requirements of your Bank's customers. As we move along, your Bank will use technology for better turnaround time that is essential for scaling up the business volume in this space. The segment offers a bouquet of income-linked programs to cater to most of the business segments in the market.

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

Business Banking Group

The Business Banking Group ('BBG') offers loan products for the needs of Micro, Small and Medium Enterprises ('MSMEs') to meet their working capital and/or capital expenditure requirements. These are secured loans generally between Rs.25 lakh to Rs.30 crore extended to businesses involved in manufacturing, trading, and services.

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

• SME Business Connect

These loans help entrepreneurs in financing their working capital and capital expenditure requirements against primary security of current and/or fixed assets and collateral security including residential or commercial property or liquid securities. These loans, ranging from Rs.25 lakh to Rs.5 crore, are provided as fund-based facilities like overdraft, cash credit, or term loan and non-fund- based facilities like letter of credit or bank guarantees.

• SME GST Connect

These loans, for financing entrepreneurs' working capital needs, are provided as an overdraft or fund-based facilities. These loans are offered against collateral security, which can be in the form of current assets, property and/or liquid securities. The loan quantum ranges from Rs.25 lakh to Rs.3 crore.

• Bandhan CGTMSE Loan

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

The BBG fund-based Advances was at Rs.1,703 crore as on March 31, 2025 as against Rs.1,010 crore as on March 31, 2024, registering a growth of 68.7 per cent.

Agri-business Loans

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

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

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

Small Enterprise Loan

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

Trusted Financial Products Under SEL include:

• SEL Term Loans (Rs.3 lakh to Rs.10 lakh): Designed to support small businesses in their journey, these term loans offer flexible tenures of one to three years, ensuring access to working capital and asset creation with reliability and ease.

• SEL Max Loans (Rs.10.01 lakh to Rs.25 lakh): Built for enterprises with greater business aspirations, SEL Max Loans extend higher-value funding, offering businesses a dependable avenue for expansion.

• SEL Cash Credit (Rs.5 lakh to Rs.25 lakh): A trusted revolving credit facility that provides businesses the flexibility to access funds as needed, with interest applicable only on the u tilised amount. Limits are renewed yearly, ensuring continuous financial support.

• SEL Secured Overdraft Loans (Rs.10.01 lakh to Rs.25 lakh): introduced in FY 2023 to cater to MSME borrowers, this overdraft solution strengthens financial resilience. Businesses can secure working capital while pledging assets, reaffirming the foundation of trust in financial partnerships.

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

Transaction Banking

During FY 2025, your Bank continued to strengthen its transaction banking proposition across Cash Management Services (CMS), Trade Finance, and Supply Chain Finance, with a focus on product expansion and digital enablement.

During the FY, the cash pick-up offering was further scaled and enhanced. Several new initiatives were also undertaken to broaden the CMS suite, including eNACH for external corporates, a centralised escrow platform, cheque printing and collection services, host-to-host integration, API banking, and virtual account solutions.

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

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

On the Trade Finance front, your Bank's non-fund-based trade book crossed Rs.2,100 crore. The first foreign currency import letter of credit (LC) and the first Letter of Credit Bill Discounting (LCBD) transactions were executed, alongside steady growth in cross-border remittances averaging over USD 2.2 million per month.

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

Housing Finance

During FY 2025, your Bank's Housing Finance business continued to align with its long-term strategic roadmap, delivering strong performance despite a challenging macro-economic environment. Your Bank's commitment to inclusive housing credit, prudent risk management, and operational agility had translated into resilient growth across disbursements, portfolio size, borrower quality and geographic reach.

The total housing loan book expanded by 10.6 per cent. reaching Rs.33,086 crore, up from Rs.29,916 crore in FY 2024. Disbursements during the year stood at Rs.9,357 crore, registering a 26 per cent. year-on-year increase. This performance was supported by the introduction of a

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

The share of the salaried borrower segment in your Bank's Housing Finance portfolio grew to 48 per cent., up from 43 per cent. during the FY 2024, and 71 per cent. of disbursals were made to customers with CIBIL scores above 725, reinforcing a strategic shift towards more creditworthy borrowers. Disbursal productivity rose 17 per cent. year- on-year and the average ticket size was Rs.21 lakhs.

In line with its financial inclusion goals, your Bank operated its housing loan network through over 450 branches offering home loans and over 300 banking units delivering micro-home loans across 18 states and 3 union territories. This expansion enabled deeper market penetration and better customer access, particularly in underserved regions.

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

Retail Assets

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

Asset product portfolio. This has ensured the availability of a diverse range of loan products designed to address varying customer needs. Among these are secured lending options such as Gold Loans, Car Loans, Commercial Vehicle & Construction Equipment ('CVCE') Loans, Two-Wheeler Loans as well as unsecured Personal Loans. This strategic focus aligns with your Bank's commitment to catering to a broader demographic while maintaining a sound risk profile.

• Gold Loan: Crafted to meet customers' urgent financial needs with efficiency and simplicity. Offering loan amounts from Rs.10,000 to Rs.80,00,000, flexible tenure options of up to 3 years, and competitive interest rates, this product ensures accessibility and value for your Bank's customers. To further enhance service delivery and reach, your Bank is actively expanding its branch network, thus enabling greater access to Gold Loan facilities. This strategic move underscores your Bank's commitment to strengthening its presence, fostering trust, and driving business growth across wider geographies.

• Car Loan: Designed to meet the needs of a diverse customer base, your Bank's Car Loan product offers financing for both new and pre-owned vehicles. Loan amounts range from lakh to Rs.1.5 crore, backed by competitive interest rates and flexible repayment plans. The emphasis on Used Car Loans reflects your Bank's commitment to this expanding market segment. With a streamlined digital application process and an extensive dealer network, your Bank continues to deliver value- driven solutions that make car ownership hassle-free and rewarding.

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

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

• Personal Loan: Your Bank pursued a strategic and adaptable approach to Personal Loans during FY 2025, ensuring alignment with market shifts and customer expectations. Through the efforts of a dedicated sales team, your Bank continued to cater to key markets and diverse customer needs. Personal Loans, offered at competitive interest rates, are available for amounts between 750,000 and 725,00,000 with flexible tenures of up to 5 years.

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

Branch Banking

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

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

Your Bank strengthened its Savings product proposition through a strategic focus on diverse customer segments. In addition to reinforcing the Affluent segment with premier offerings like Elite and Premium Savings Accounts, your Bank launched four new segment-specific savings products: the AVNI Women's Savings Account, tailored for women customers; the Pension Savings Account, designed for pensioners; the PMJDY Savings Account, promoting financial inclusion; and the Classic Savings Account, offering affordable savings solutions to regular customers. These introductions reflect your Bank's commitment to deepening financial access and addressing the unique needs of customer-centric banking. To complement these initiatives, your Bank has enhanced communication efforts through targeted, product-focused campaigns aimed at informing customers about key features, interest rates, and technology-enabled services.

During FY 2025, your Bank introduced new Debit Card variants such as Bandhan Bank Platinum Plus, Titanium, PMJDY and AVNI Debit Card, thereby remaining committed to providing customers better card value proposition, features and benefits along with a diverse selection of debit card choices. The entire collection of Debit Cards had garnered a total card fee income amounting to approximately 788 crore in FY 2025. The card fee income consists of Issuance Fee, Annual Fee and Re-issuance Fee.

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

The Merchant Acquiring Business (MAB) continues to play a pivotal role in strengthening current account relationships. FY 2025 had marked a period of remarkable progress, strategic innovation, and consistent growth. Your Bank has seen significant traction in merchant acquisition through POS/Bharat QR deployments, along with the expansion of its Payment Gateway (PG) services across diverse merchant categories. Key highlights include:

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

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

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

These achievements reinforce MAB's contribution not only as a transaction facilitator but also as a strong lever for liability growth and income generation for your Bank.

Your Bank's expansive branch network had been instrumental in its achievements. Throughout the FY 2025,

a total of 15 branches were added (including conversion of three Housing Finance centres into branches), elevating your Bank's overall presence to 1,715 branches, spanning diverse locations nationwide.

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

Third Party Products

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

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

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

The total mutual fund AUM managed under your Bank's code during the FY under review was T1,422.33 crore, on which your Bank earned an income of Rs. 10.94 crore.

A total of ^135.87 crore and T653.17 crore of general and retail life insurance business, respectively, were garnered through the retail network during the FY 2025, earning a fee income of T23.56 crore and T265.80 crore, respectively. During the FY under review, the life insurance business and general insurance through all asset verticals amounted to Rs.456.82 crore and Rs.74.61 crore, respectively, earning an income of Rs.84.64 crore. The insurer wise segmented commission income is as follow: Bajaj Allianz Life Insurance: Rs.159.65 crore; HDFC Life Insurance: ^111.76 crore; Kotak Life Insurance: T26.68 crore; Bandhan Life Insurance: T43.87 crore; Bajaj Allianz General Insurance: T7.12 crore; Niva Bupa Health Insurance: T20.78 crore; Oriental General Insurance: T3.98 crore and ICICI Lombard General Insurance: T0.16 crore.

Your Bank had also earned T0.72 crore as commission for the distribution of Atal Pension Yojana, NPS Lite Swavalamban schemes of PFRDA and others during the FY 2025.

Digitising @Bandhan

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

Your Bank has created a digital and transaction excellence unit ('DTEU') to enhance focus, efficiency, and expertise.

This unit will be responsible for Corporate Transactions and Solutions, Government Solutions, Payment products and

Platform, Retail Digital Banking and Fintech partnerships. It will also help in augmenting granular deposits and fee- based income through various capabilities. DTEU team will build expertise, combining technical, functional, and commercial solutions catering to the corporate and consumer segment.

Your Bank stays committed to always delivering customer value while ensuring requisite systems and controls are in place for a safe and convenient digital banking experience for its valued customers.

Data Science and Analytics

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

Corporate Social Responsibility

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

To address its societal commitments, your Bank has adopted a comprehensive CSR policy that aligns with Schedule VII to the Companies Act, 2013 ('the Companies Act'). The Bank's CSR programmes, guided by this policy, are primarily implemented in communities located near its operational areas.

To ensure the effective implementation and oversight of its

CSR programme, your Bank has established the Corporate Social Responsibility and Sustainability Committee of the Board ('CSR&SCB'), in compliance with Section 135 of the Companies Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ('CSR Rules'). In addition to guiding your Bank's CSR initiatives, the CSR&SCB is also responsible for monitoring the execution of Business Responsibility and Sustainability Reporting (BRSR) initiatives. Details regarding the composition of the CSR&SCB are provided in the Corporate Governance Report, which forms part of this Annual Report.

Total CSR obligation for your Bank for FY 2025 was Rs.39.89

crore, which was allocated towards 14 CSR programmes. Out of the total T39.89 crore, T23.25 crore spent towards various CSR programmes during FY 2025 whereas Rs.16.64 crore was transferred to Unspent CSR account towards the ongoing projects, in terms of the provisions of Sections 135(5) and 135(6) of the Companies Act, reasonable justification towards the same is provided in the CSR Annual Report forming part of this Report. These programmes were implemented through various Project Implementing Agencies ('PIAs') in alignment with the activities outlined under Schedule VII of the Companies Act. One of the PIAs, Bandhan Konnagar ('BK'), promoter group entity, is a related party of your Bank. Accordingly, all CSR expenditures through BK, being related party transactions, were done with the approval of the Audit Committee of the Board, in addition to receiving necessary approvals from the CSR&SCB and the Board of Directors. During the FY, the CSR coverage reached out to 1,33,540 families spread across 273 project locations covering 5,240 villages in 47 districts across seven states of India, thereby taking the cumulative reach since inception to 25,80,996 families in 82 districts across 14 states.

I n terms of the provisions of Rule 8(3) of the CSR Rules, your Bank appointed Ernst and Young LLP ('EY') to carry out an independent Impact Assessment of its CSR Programmes. Further, in terms of the General Circular No. 14/2021 dated August 25, 2021, issued by the Ministry of Corporate Affairs,

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

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

Annex - 1 and forms part of this Report. The CSR Policy of your Bank is available on its website: https://bandhanbank. com/sites/default/files/2025-02/CSR-Policv-03022Q25.pdf.

Some of the key programmes of your Bank's CSR initiatives are:

Targeting the Hard-Core Poor Programme

During the FY under review, your Bank had contributed Rs.6.26 crore (Rs.10.90 crore in FY 2024) towards Targeting the Hard-Core Poor ('THP') programme. The programme is designed for ultra-poor women-headed households, providing them with a range of gainful micro-enterprises in the form of farm, non-farm and mixed assets, along with handholding support and training on confidence building, enterprise skills, consumer interaction, marketing and financial skills. They are also provided with sustenance allowance to meet their daily needs until they generate substantial income from the provided assets. Within a period of 24 months, these ultra-poor women start graduating, uplifting themselves from extreme poverty1 and getting linked to mainstream society2.

During the FY under review, 2,000 ultra-poor women were provided farm, non-farm and mixed assets to sustain their livelihoods, thereby cumulatively taking the total women-headed households to be impacted through the programme since its inception to 52,500 women. In the current FY, the programme covered 5 districts of Uttar Pradesh and West Bengal.

The Impact Assessment Study carried out by EY indicated that 18,000 ultra-poor women-headed households were alleviated from below the poverty line to above the national poverty line1 (Rs.1,059.42 for rural and Rs.1,286 for urban areas1) with a significant increase in their business assets and household income having an average monthly income of Rs.7,200. Additionally, these households had improved savings habits and had access to safe sanitation, social security schemes and health schemes.

Bandhan Health Programme

During the FY under review, your Bank has contributed Rs.2.51 crore (Rs.7.01 crore in FY 2024) towards seven health programmes covering nine districts across three states of India. These health programmes covered 29,052 new beneficiaries during the FY, thereby taking the cumulative coverage to 13,73,610 beneficiaries.

The Impact Assessment Study conducted by EY indicated that the programme contributed to the achieving 100 per cent. access to health services after the implementation of the programme compared to 78 per cent. respondents who did not have access to health services. The health services included Antenatal Care ('ANC'), institutional delivery, Postnatal Care ('PNC'), nutritional support and child health evaluation, thereby leading to a change in behavioural practices and 100 per cent. of the respondents noticed an improvement in their health and health-seeking behaviour.

The Impact Assessment Study indicated that 100 per cent. of the adolescent girl respondents have received menstrual health and hygiene awareness and access to menstrual hygiene products. The study also indicated that 100 per cent. of the respondents received access to safe drinking water.

Empowering Cancer Care: Contribution to Assam Cancer Care Foundation

As part of its ongoing commitment to improving healthcare access and supporting communities in need, your Bank had contributed Rs.4 crore towards comprehensive cancer care in Assam. This initiative is being implemented through the Assam Cancer Care Foundation, a strategic partnership between the Government of Assam and Tata Trusts. The contribution will help enhance cancer treatment and provide vital medical care, support, and resources to those affected by cancer. By collaborating with this esteemed foundation, your Bank reaffirms its dedication to advancing healthcare and making a meaningful impact on the lives of individuals battling cancer in Assam.

Healthcare Accessibility: Donation of 18 Advanced Life-Saving Ambulances

Your Bank remains steadfast in its commitment to community development, with healthcare being a central focus of its CSR initiatives. As part of this commitment, your Bank is enhancing healthcare infrastructure and improving emergency medical response across India. This initiative, with an investment of Rs.6.20 crore, aims to expand access to critical care, supporting hospitals and organisations dedicated to emergency healthcare and community well- being. By enabling timely, life-saving interventions, this donation significantly contributes to improving healthcare accessibility across the country.

Bandhan Education Programme

Your Bank's education programme provides quality education to children belonging to the marginalised section of our society in its catchment area. The programme also provides training to the teachers belonging to the communities, government schools and schools run by the various charitable trusts that are providing free education to transform their pedagogy and integrate various teaching and learning tools in their lesson plans and track the comprehensive continuous assessment of each child.

Your Bank contributed Rs.4.24 crore (Rs.9.78 crore in FY 2024) towards the education programme enrolling 246 new students, thereby taking the cumulative outreach to 1,14,637 marginalised children across 32 districts of five states of India.

The Impact Assessment Study conducted by EY indicated that 100 per cent. of the children received free books and school kits to facilitate their learning. 100 per cent. of the students who completed class 3 were able to identify numbers and alphabets, could read text and perform basic calculations to meet the learning goals of Foundational Literacy and Numeracy3 ('FLN').

Skill Development Programme

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

During the FY under review, your Bank contributed Rs.4.08 crore (Rs.3.69 crore in FY 2024) towards the skill development initiatives in eight districts across three states of India. The PIAs operated 12 skill development centres in domains like Warehousing and Logistics, Retail and Customer Care, Sales and Marketing, ITeS and BPO, Refrigeration and Air Conditioning, Computer Accounting, Hardware and Networking, BFSI, etc.

During the FY 2025, 2,710 candidates were enrolled, thereby taking the total to 19,824 youths who have been trained under this programme till date.

The impact assessment indicated that 85 per cent. of the respondents secured their first job after the completion of the training provided under the Employing the Unemployed Programme ('EUP'). The EUP provided them with job readiness skills, career counselling, job placement assistance and other resources to enhance their employability.

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

During the FY 2025, your Bank has contributed Rs.4 crore towards Ramakrishna Mission Centre for Human Excellence and Social Sciences (Viveka Tirtha) as part of its ongoing commitment to education and skill development. This initiative is aligned with your Bank's vision of fostering human development and social well-being.

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

During the FY 2025, your Bank had contributed Rs.1.4 crore towards the Skill Development and Education Programme, in partnership with the Ramakrishna Sarada Mission in line with your Bank's commitment to fostering growth and empowerment. This significant contribution had been directed towards the development of the Nivedita Institute of Human Advancement & Research Centre. The funds will support initiatives aimed at enhancing educational opportunities and skill development, ultimately contributing to the overall advancement of human potential. By investing in such transformative initiatives through the Ramakrishna Sarada Mission, your Bank continues to play an active role in shaping a brighter future through education, skill-building, and research. This partnership highlights your Bank's dedication to social responsibility and sustainable development.

Bandhan Financial Literacy Programme

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

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

Bandhan Sustainable Livelihood Programme

Your Bank under its CSR initiatives, has piloted a unique initiative to empower underprivileged entrepreneurs to set up small businesses. These entrepreneurs are imparted with professional business incubation training and facilitation for accessing statutory licenses and business loans. They are also trained in various aspects of marketing, customer relationships, financial planning and management, business development plans, filing of various tax returns, etc.

Through this initiative, your Bank aims to convert the job-seeking to job-creators. To date, 200 youths have been successfully incubated to independently manage their enterprises.

Climate Action Programme

The Climate Action Programme focuses on climate change adaptation and carbon sequestration. The Major initiatives under this programme were in the areas of Water conservation, Afforestation and Solar energy, as mentioned below:

Water Conservation

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

During the FY under review, 22 water harvesting structures, with a storage capacity of 11,818 kilolitres, in the form of farm ponds, were constructed in the farmers' fields to provide them critical irrigation support.

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

Afforestation

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

Additionally, during the FY 2025, the plantation of 16,521 saplings under agroforestry and mangrove plantation was done in West Bengal. This took the cumulative plantation to 4,34,046 saplings in 41 districts across seven states in India. These plantations helped your Bank to off-set 3,968 MT/year of CO2.

Biodiversity Conservation and Education at Jambusar

During the FY 2025, your Bank contributed T25 lakhs towards a comprehensive Biodiversity Assessment of Mangroves and the design proposal for a Nature Interpretation Centre at Jambusar, Gujarat. A field visit was conducted by a team of experts, including a marine ecologist, an architect, and a social worker, to assess the region's biodiversity. This evaluation identified vulnerable species such as the Sarus Crane, Lesser Flamingo and Indian Flap Shell Turtle, highlighting the ecological importance of the area. As a result, the proposal for a Nature Interpretation Centre was put forward to educate the public, especially school students, about mangroves and their conservation.

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

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

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

Solar-powered streetlights

During the FY 2025, your Bank has contributed Rs.50 lakh towards the installation of solar-powered High mast streetlights in the vicinity of Vitthal Temple, Pandharpur as part of its Climate Action Programme. This initiative will provide sustainable, renewable energy for the temple, improving lighting around the temple complex and surrounding areas. The solar-powered streetlights will not only reduce the carbon footprint but also enhance safety and accessibility for the thousands of devotees and visitors who visit the temple. Additionally, by using clean energy, the project will contribute to long-term cost savings and promote environmental awareness within the community. This initiative reflects your Bank's ongoing commitment to environmental sustainability and community well-being.

Dividend

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR'), the Board of Directors of your Bank has adopted a Dividend Distribution Policy that, inter-alia, balances the objectives of appropriately rewarding shareholders and retaining capital to maintain a healthy capital adequacy ratio. In addition to the Dividend Distribution Policy, the dividend payout ratio of your Bank is also guided by the Circulars on dividend issued by RBI, from time to time. Policies of the Bank are reviewed at least once a year and accordingly, Dividend Distribution Policy was reviewed by the Board during the FY, with certain amendments with regard to parameters for dividend distribution including regulatory requirements. The Policy is available on the website at https://bandhanbank.com/pdfViewerJS/index.htmi#../sites/ dePault/Piles/2025-07/Dividend-Distribution-Policy.pdf

In line with this policy and in recognition of the financial performance during the FY 2025, while retaining capital to maintain a healthy capital adequacy ratio to meet growth requirements, your Board of Directors has recommended a dividend of Rs.1.50 per equity share of Rs.10 each fully paid-up (15%) for the FY 2025, similar to previous FY, for approval of the shareholders at the 11th Annual General Meeting ('AGM') of the Bank.

Pursuant to the provisions of Income-tax Act, 1961 (IT Act'), dividends paid or distributed by your Bank shall be taxable in the hands of the shareholders and your Bank shall be required to deduct tax at source (' TDS') at the prescribed rates from the dividend to be paid to shareholders, subject to the approval of dividend by the shareholders in the ensuing AGM. Further details are available in the notice of the 11th AGM of the Bank. An email communication in this regard has also been sent to the shareholders.

Transfer to Reserves

In line with the RBI regulations, your Bank has transferred an amount of Rs.686.32 crore to the statutory reserve during the financial year ended March 31, 2025. Amount transferred to other reserves during the FY are provided under the head 'Financial Performance of the Bank' of this Report.

Issuance of Equity Shares & Capital Adequacy Ratio

During the FY under review, your Bank has allotted 1,657 equity shares of Rs.10 each fully paid-up, pursuant to exercise of stock options by the eligible Employees of your Bank, aggregating to T16,570.

Post allotment of aforesaid equity shares, the issued, subscribed and paid-up equity share capital of your Bank stood at Rs.16,10,97,14,050, comprising 1,61,09,71,405 equity shares of T10 each fully paid-up as on March 31, 2025.

Your Bank has not issued any equity shares with differential voting rights during the FY under review.

The authorised share capital of your Bank was Rs.32,00,00,00,000, comprising 3,20,00,00,000 equity shares of T10 each, as on March 31, 2025.

Your Bank's Capital Adequacy Ratio ('CAR'), calculated in line with the RBI Circular on Capital Adequacy Framework, stood at 18.71 per cent. as on March 31, 2025, well above the minimum regulatory requirements, out of which Tier 1 CAR was 17.86 per cent. and Tier 2 CAR was 0.85 per cent.

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

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

Awards and Recognitions

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

Gallup Exceptional Workplace Award:

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

Assam Rising CSR Award:

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

BSE Best Performer in Bank Category Award:

Your Bank has been awarded the 'Best Performer in Bank Category' by the BSE for its outstanding performance in the Mutual Funds distribution business. This recognition highlights your Bank's customer-centric approach and dedication to supporting customers' financial growth and well-being.

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

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

ET Edge and ET Now Award

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

Rating of Various Debt Instruments

Details of rating of various debt instruments of your Bank as on March 31, 2025 are as under:

Instruments	Rating	Rating Agency	Amount (Rs. in crore)
Non-Convertible Debentures#	CRISIL AA- / Stable lICRA] AA- (Stable)	CRISIL ICRA	1,295@
Certificate of Deposit	CRISIL A1 + lICRA] A1 +	CRISIL ICRA	6,000*

@Rating ofICRA is for Rs.75 crore only *Rating of ICR A is for Rs.3,000 crore only

#Transferred from erstwhile GRUH Finance Ltd pursuant to the effectiveness of the Scheme of Amalgamation

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

Board of Directors

The composition of the Board of Directors of your Bank ('Board') is governed by the provisions of the Companies Act, the Banking Regulation Act, 1949 (the BR Act'), the SEBI LODR, other applicable laws and its Articles of Association. At the end of March 31, 2025, the Board of your Bank had fourteen Directors, out of which nine were Independent Directors, two were nominee Directors i.e. one Nominee of Bandhan Financial Holdings Limited ('BFHL') and an Additional Director appointed by the RBI, and the Managing Director & CEO and the two Executive Directors.

Appointments

Mr. Partha Pratim Sengupta (DIN: 08273324)

The Board of your Bank, at its meeting held on October 25, 2024, on the basis of the recommendation of the Nomination and Remuneration Committee ('NRC') and as per the approval granted by the RBI, had approved the appointment of Mr. Partha Pratim Sengupta as the Managing Director and Chief Executive Officer (' MD&CEO') and Key Managerial Personnel ('KMP') of the Bank, for a period of three years, not liable to retire by rotation, with effect from November 01, 2024, subject to Shareholders' approval. Accordingly, the Shareholders of the Bank, on December 26, 2024, have accorded their approval, via Postal Ballot process, for appointment of Mr. Sengupta as the MD&CEO and KMP, for a period of three years, with effect from November 01, 2024 up to October 31, 2027, not liable to retire by rotation.

Mr. Partha Pratim Sengupta is an experienced banker, having four decades of experience in the banking industry. He has worked in different geographies, across both retail and corporate banking. He has been groomed at State Bank of India (SBI), where he rose to the role of Deputy Managing Director and Chief Credit Officer of the Bank. He then took over as Managing Director & CEO of Indian Overseas Bank (IOB).

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

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

Between 2016 to 2018, Mr. Sengupta served as Chief General Manager, SBI Kolkata Circle, which included the states of West Bengal and Sikkim and also the Union Territory of Andaman and Nicobar Islands. In 2018, Mr. Sengupta was elevated to the rank of Deputy Managing Director and Chief Credit Officer of State Bank of India. He was the Chairman of the Corporate Centre Credit Committee, the highest sanctioning committee of the Bank just below the Board. He was a member of the Investment Committee, Fraud Management Committee, NPA Management Committee and Operational Risk and Marketing Risk Management Committees of the Bank. At SBI, he was a permanent invitee in the Board of SBI as DMD & Chief Credit Officer of the Bank. He has also been a non-executive director on the board of SBI's investments (YES Bank, ARCIL, among others) and IOB's joint venture (Universal Sompo Life Insurance). In 2020, Mr. Sengupta was selected as Managing Director and Chief Executive Officer of Indian Overseas Bank and led the bank until December, 2022.

Mr. Ratan Kumar Kesh (DIN: 10082714)

Mr. Chandra Shekhar Ghosh, former MD&CEO of the Bank, vide letter dated April 05, 2024, informed the Board that he would retire from the services of the Bank as the MD&CEO upon completion of his current tenure on July 09, 2024, which was noted by the Board at its meeting held on April 05, 2024. Accordingly, pursuant to the approval of the RBI and on the basis of the recommendation of the NRC, the Board, at its meeting held on July 06, 2024, had approved the appointment of Mr. Ratan Kumar Kesh, Executive Director & Chief Operating Officer ('ED&COO'), as Interim MD&CEO and KMP of the Bank, with effect from July 10, 2024, for a period of three months or till new MD&CEO takes charge, whichever is earlier, subject to approval of Shareholders at the ensuing AGM of the Bank. Accordingly, the Shareholders of the Bank at the 10th AGM held on August 20, 2024 approved the appointment of Mr. Kesh as Interim MD&CEO and KMP of the Bank, with effect from July 10, 2024, for a period of three months or till new MD&CEO takes charge, whichever is earlier. Further, pursuant to approval of RBI and recommendation of the NRC, the Board at its meeting held on October 05, 2024 approved the extension of term of Mr. Kesh as the Interim MD&CEO and KMP, for a period of one month with effect from October 10, 2024 or till a new MD&CEO takes charge, whichever is earlier, subject to approval of Shareholders. Subsequently, the Shareholders of the Bank on December 26, 2024, have accorded their approval, via Postal Ballot process, for extension of term of Mr. Kesh as the Interim MD&CEO and KMP, with effect from October 10, 2024 up to October 31, 2024, not liable to retire by rotation. Effective November 01, 2024, Mr. Kesh ceased to be the Interim MD&CEO and continued in his role as the ED & COO of the Bank, in terms of the previous approvals of the RBI, the Board of Directors and the Shareholders of the Bank.

Mr. Arun Kumar Singh (DIN: 09498086)

The RBI vide its letter dated June 24, 2024, had appointed

Mr. Arun Kumar Singh, Chief General Manager (retired), RBI, as an Additional Director on the Board of the Bank, in exercise of powers conferred to it under Section 36AB of the BR Act, for a period of one year from June 24, 2024 to June 23, 2025 or till further orders, whichever is earlier. Further, the RBI vide its letter dated June 20, 2025 extended the term of appointment of Mr. Singh for a further period of one year from June 24, 2025 to June 23, 2026 or till further orders, whichever is earlier.

Dr. Anup Kumar Sinha (DIN: 08249893)

The Shareholders of the Bank, at its 7th AGM held on August 06, 2021, had approved the re-appointment of Dr. Anup Kumar Sinha as an Independent Director as well as NonExecutive (Independent) Chairman of the Bank, for the second term from January 07, 2022 up to July 04, 2026, i.e., up to the date of his attaining 75 years of age. However, the RBI had approved Dr. Sinha's re-appointment as NonExecutive (Independent) Chairman of the Bank for a period of three years from January 07, 2022 up to January 06, 2025. Subsequently, during the FY under review, pursuant to the recommendations of the NRC and the Board, the RBI has approved the re-appointment of Dr. Sinha as the Non-Executive (Independent) Chairman on the Board of the Bank from January 07, 2025 till July 04, 2026.

Ms. Veni Thapar (DIN: 01811724)

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

Ms. Thapar, a qualified Chartered Accountant, has over 29 years of extensive knowledge and experience in the fields of Statutory and Internal Audits, Bank Audits, Government Audits, Information Systems Audit, Consultancy in Company Law, Indirect Taxes, FEMA and RBI Matters with an ability to handle complex and challenging assignments in the field of Audit, Taxation and International Taxation as a Senior Partner in the firm, M/s. V K Thapar and Company, a well- recognised Chartered Accountants firm established in 1965, which she had joined in April 1996, after completing her training with Price WaterHouse.

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

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

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

Re-appointments

Mr. Ratan Kumar Kesh (DIN: 10082714)

In terms of the provisions of Section 152 of the Companies

Act, Mr. Ratan Kumar Kesh, ED&COO, being longest in office, shall retire at the ensuing AGM and being eligible, offers himself for re-appointment.

The resolution(s) in respect of appointment(s) / reappointments) of the Directors, as aforesaid, have been included in the Notice convening the 11th AGM of the Bank. Brief profiles of these Directors, together with other requisite disciosures/detaiis, have been annexed to the said Notice. None of the Directors proposed for appointment/ re-appointment, would attain the age of 75 years (for NonExecutive Directors) / 70 years (for Executive Directors), during the continuation of their tenure on the Board of your Bank.

Shareholders approved appointments/ re-appointments

During the FY under review, following appointments/ reappointments were approved by the Shareholders by Postal Ballot process on April 21, 2024, and December 26, 2024, and at the 10th AGM of the Bank held on August 20, 2024:

• By way of Postal Ballot approved on April 21, 2024:

(i) Appointment of Mr. Pankaj Sood (DIN: 05185378) as a Non-Executive Non-Independent Director (Nominee of Caladium Investment Pte. Ltd.) of the Bank, with effect from February 12, 2024, liable to retire by rotation.

(ii) Appointment of Mr. Rajinder Kumar Babbar (DIN: 10540386) as Director of the Board.

(iii) Appointment of Mr. Rajinder Kumar Babbar (DIN: 10540386) as Whole-time Director, designated as Executive Director & Chief Business Officer ('ED&CBO') and KMP of the Bank, for a period of three years, with effect from March 08, 2024 up to March 07, 2027, liable to retire by rotation.

• At the 10th AGM of the Bank held on August 20, 2024:

(i) Re-appointment of Ms. Divya Krishnan (DIN: 09276201) as a Non-Executive NonIndependent Director of the Bank (Nominee of BFHL), being longest in office and liable to retire by rotation, retired at the 10th AGM of the Bank, and who, being eligible, had offered herself for re-appointment.

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

10082714) as the Interim MD&CEO, and designated KMP of the Bank, not liable to retire by rotation, with effect from July 10, 2024, for a period of three months or till new MD&CEO takes charge, whichever is earlier.

• By way of Postal Ballot approved on December 26, 2024:

(i) Extension of term of appointment of Mr. Ratan Kumar Kesh (DIN: 10082714) as the Interim

MD&CEO, and designated KMP of the Bank, not liable to retire by rotation, with effect from

October 10, 2024 till October 31, 2024.

(ii) Appointment of Mr. Partha Pratim Sengupta (DIN: 08273324) as a Director of the Bank.

(iii) Appointment of Mr. Partha Pratim Sengupta (DIN:

08273324) as the MD&CEO and KMP of the Bank, including remuneration, for a period of three (3) years, with effect from November 01, 2024 up to October 31, 2027, not liable to retire by rotation.

Cessations

Mr. Chandra Shekhar Ghosh (DIN: 00342477)

Mr. Pankaj Sood (DIN: 05185378)

Mr. Pankaj Sood, Non-Executive Non-Independent Director (Nominee of Caladium Investment Pte. Ltd.), vide letter dated December 13, 2024, informed the Board his decision to step down from the position of Non-Executive Nominee Director on the Board of the Bank and from any associated committees, effective immediately. Accordingly, Mr. Sood ceased to be the Director of the Bank with effect from December 14, 2024.

Mr. Philip Mathew (DIN: 09638394)

Mr. Philip Mathew, Independent Director, has completed his term of three years as an Independent Director of the Bank on June 14, 2025. Accordingly, Mr. Mathew ceased to be the Director of the Bank with effect from June 15, 2025.

Dr. A S Ramasastri (DIN: 06916673)

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

Dr. Aparajita Mitra (DIN: 09484337)

Dr. Aparajita Mitra, Independent Director, has completed her term of three years as an Independent Director of the Bank on July 12, 2025. Accordingly, Dr. Mitra ceased to be the Director of the Bank with effect from July 13, 2025.

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

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

Key Managerial Personnel

During the FY under review, Mr. Partha Pratim Sengupta was appointed as MD&CEO and KMP for a period of three years effective November 01, 2024.

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

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

Meetings of the Board and Board Committees

The Board met twenty-three times during the FY under review i.e., on April 05, 2024; April 06, 2024; May 15, 2024; May 17, 2024; June 26, 2024; July 06, 2024; July 15, 2024; July 24, 2024; July 26, 2024; August 23, 2024; September 20&21, 2024; September 26, 2024; October 05, 2024; October 22, 2024; October 23, 2024; October 25, 2024; November 19, 2024; December 24, 2024; January 29, 2025; January 31, 2025; February 27, 2025; February 28, 2025 and March 01, 2025. The details of the Board meetings held during the FY, attendance of Directors at the meetings, and other details have been provided separately in the Report on Corporate Governance forming part of this Report, enclosed as Annex - 4.

Your Bank currently has the following ten Board Committees:

1. Audit Committee of the Board (ACB);

2. Nomination & Remuneration Committee of the Board (NRC);

3. Stakeholders' Relationship Committee of the Board (SRCB);

4. Risk Management Committee of the Board (RMCB);

5. IT Strategy Committee of the Board (ITSCB);

6. Customer Service Committee of the Board (CSCB);

7. Corporate Social Responsibility and Sustainability Committee of the Board (CSR&SCB);

8. Committee of Directors (COD);

9. Special Committee of the Board for Monitoring and Follow up of cases of Frauds (SCBMF) lformerly named Special Committee for Monitoring High-Value Frauds];

10. Review Committee of the Board for Declaration of Wilful Defaulters.

The details with respect to the composition, terms of reference, numbers of meetings held, attendance of members, etc., of these Board Committees are provided in the Report on Corporate Governance forming part of this Report.

Additionally, meeting(s) of Independent Directors, without the attendance of non-independent directors and members of management, were also held during the FY under review. The details of such meeting(s) have been provided separately in the Report on Corporate Governance forming part of this Report.

Declaration from Independent Directors

The Bank has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act and Regulation 25(8) of the SEBI LODR that they meet the criteria of independence laid down under Section 149(6) of the Companies Act read with allied Rules, and Regulation 16(1 )(b) of the SEBI LODR, respectively. The Board has reviewed the disclosures of independence submitted by Independent Directors and is of the opinion that the Independent Directors of the Bank fulfil the conditions specified in the Companies Act and the SEBI LODR, and are independent of the management. In the opinion of the Board, all the Independent Directors possess requisite expertise, experience, integrity and proficiency as required under the applicable laws and policies of the Bank.

Familiarisation Programmes for Independent Directors

The details of the familiarisation programme(s) for the Independent Directors of the Bank have been provided separately in the Report on Corporate Governance forming part of this Report.

Board Evaluation

Pursuant to recommendation of the NRC, the Board has framed the 'Performance Evaluation Policy for the Board, Committees, Non-Independent/ Whole-time Directors and Independent Directors' (the 'Board PE Policy'), in accordance with the relevant provisions of the Companies Act, the SEBI LODR and SEBI Guidance Note on Board

Evaluation. In terms of the Board PE Policy, performance evaluation of the Board and its Committees, Chairman and individual Directors are done on various parameters. Parameters for the Board include various aspects, such as, structure, meetings, appointments, agenda, discussions, evaluation of risks, strategy, governance and compliance, conflict of interest, etc.

Parameters for Board Committees include various aspects, such as, meetings, effectiveness, agenda, discussion and dissent, minutes, etc.

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

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

Based on the feedback from the performance evaluation process, Non-Executive Chairman of the Board discusses the same with respective Directors whereas the Lead Independent Director discusses the same with the NonExecutive Chairman for necessary action. The Board evaluation provides inputs for optimising the roles and responsibilities, quality, quantity and timeliness of flow of information between the Bank's management and the Board. The Directors have been discharging their roles and responsibilities as expected by the Board and as required under the applicable regulatory provisions. The Board continues to be duly constituted representing various expertise, skill sets, knowledge and qualification required for the banking business. There was no observation during the performance evaluation of the previous years; and so is the case with the current year.

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

Policy on Appointment of Directors

Appointment of Directors on the Board is guided by the provisions of the BR Act and the guidelines/ circulars issued by the RBI, from time to time, the Companies Act and the SEBI LODR. In view of these provisions, your Bank has adopted a 'Policy on Appointment and Fit & Proper Criteria for Directors'. In terms of this Policy, while appointing directors, the NRC/ Board considers fit and proper criteria, various skill sets, professional knowledge, practical experience, integrity, gender diversity and additionally, status of independence in case of Independent Directors. The details of the same have been included in the Report on Corporate Governance forming part of this Report. The Policy on Appointment and Fit & Proper Criteria for Directors is reviewed on an annual basis and accordingly, the Policy was reviewed by the Board on the recommendations of the NRC during the FY, and certain changes with regard to sourcing of candidates has been made. The Policy is available on your Bank's website at: httDs://bandhanbank.com/DdfViewerJS/index.html#../ sites/default/files/2025-01/Policv-on-ADDointment-and- Fit-ProDer-Criteria-for-Directors.Ddf.

Remuneration Policy

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

Employees Remuneration

As on March 31, 2025, your Bank had 75,032 employees. The information with regard to the remuneration of directors and employees of the Bank, as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annex - 2.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report, is available for inspection during business hours up to the date of the ensuing AGM in terms of Section 136 of the Companies Act and any member interested in obtaining a copy of the same may send request to the Company Secretary.

Employee Stock Options

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

In terms of the Compensation Policy of your Bank and the Shareholders' approved ESOP Scheme, fresh grants have been made during the FY under review to the eligible employees. Except the Whole-time Directors, none of the Directors were granted stock options under the ESOP Scheme during the FY under review. The information pertaining to the ESOP Scheme as prescribed under the

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

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

Deposits

Being a banking company, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74 of the Companies Act, are not applicable to your Bank. The details of the deposits received and accepted by your Bank, as a banking company, are enumerated in the Financial Statement for the Financial Year ended March 31, 2025, and forms part of this Annual Report for FY 2025.

Compliance and Audit

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

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

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

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

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

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

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

IAD further ensures that independent checks and balances are in place, and that laid down policies and procedures are followed and recommendations for improvements in processes and systems controls are suitably adhered to.

For review of effectiveness of controls, significant audit findings along with corrective and preventive action taken by your Bank are placed before the ACB periodically and directions, if any, given by the ACB are tracked closely for suitable closure in a time bound manner.

The Internal Audit team and the Compliance team undergo regular training both in-house and external to equip them with the necessary knowhow and expertise to carry out the function.

To maintain the independence of these departments, the performance evaluation of the Chief Compliance Officer ('CCO') and the Chief Audit Executive ('CAE') are carried out by the ACB. The Audit function is also subject to periodic external assurance reviews. Your Bank has always adhered to the highest standards of compliance and has put in place appropriate controls and risk measurement and risk management tools to ensure a robust compliance and governance structure.

Internal Financial Control

Your Bank also engages external auditors/ firms to carry out independent review of internal controls, processes, reporting, etc., and accordingly recommendations, if any, are made by them to your Bank/ the ACB for improvement. Considering the internal financial controls of the Bank, and the work performed by the auditors, including the audit of internal financial controls over financial reporting by the auditors and the reviews performed by management under the supervision of the ACB, the Board of Directors is of the opinion that the internal financial controls established and maintained by your Bank are adequate.

Related Party Transactions

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

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

In terms of the definition of Related Party under the SEBI LODR, the promoter and members of the promoter group of the Bank are considered as Related Parties. Accordingly, the following entities forming part of the promoter and promoter group, are related parties of the Bank:

(a) Bandhan Financial Holdings Limited (Promoter entity)

(b) Bandhan Financial Services Limited (Promoter entity)

(d) North East Financial Inclusion Trust (Promoter entity)

(e) Bandhan Konnagar (Promoter Group)

(f) Bandhan Mutual Fund (Promoter Group)*

(g) Bandhan AMC Limited (Promoter Group)

(h) Bandhan Mutual Fund Trustee Limited (Promoter Group)

(i) Bandhan Investment Managers (Mauritius) Limited (Promoter Group)

(j) Quadra Medical Services Private Limited (Promoter Group)

(k) Quadra Hospital And Medical Services Private Limited (Promoter Group)

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

(m) Quadramedical Research & Foundation Private Limited (Promoter Group)

(n) Bandhan Life Insurance Limited (Promoter Group)

(o) Genisys Information Systems (India) Private Limited (Promoter Group)

(p) Genisys Software Ltd, UK (Promoter Group)

(q) Genisys Software Ltd., USA (Promoter Group)

(r) Unnayan Enterprises Private Limited (Promoter Group)**

*The RBI vide letter dated April 15, 2025, advised that Bandhan Mutual Fund is considered to be a part of the Promoter Group of the Bank and the holding of Bandhan Mutual Fund in the Bank will be part of the “aggregate holding" of Bandhan Financial Holdings Limited in the Bank.

**Since May 14, 2025.

There were no Related Party Transactions required to be reported in Form AOC-2. However, necessary disclosure as required under the Accounting Standards (AS 18) read with RBI's Master Direction No.: RBI/DOR/2021-22/83 DOR. ACC.REC.No.45/21.04.018/2021-22 dated August 30, 2021, as may be updated from time to time, has been made in the note no. 18.12 to the Annual Financial Statement for the FY 2025. Your Bank has a Policy on dealing with

Related Party Transactions, which is reviewed on an annual basis and the Policy was reviewed by the Board on the recommendation of the ACB, with certain amendments including amendments to align with the regulatory changes in SEBI LODR. The Policy is available on your Bank's website: https://bandhanbank.com/pdfViewerJS/index.html#../ sites/default/files/2025-02/Policv-on-Dealino-With- Related-Partv-Transactions.pdf.

Particulars of Loans, Guarantees or Investments

In terms of the provisions of Section 186(11) of the Companies Act, nothing contained in Section 186 of the Companies Act, except sub-section (1) thereof, shall apply to any loan made, any guarantee given or any security provided or any investment made by a banking company in the ordinary course of its busi ness. However, the particulars of investments made by your Bank are disclosed in the Financial Statement for the FY 2025, as per the applicable provisions of the BR Act.

Whistle Blower Policy/ Vigil Mechanism

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

These Policies aim to provide an avenue to raise concerns on Ethical, Legal or Regulatory violations and promptly addressing them while assuring the confidentiality and protection of the Whistle Blower against any form of retaliation. Your Bank is committed to conduct all its business operations and transactions by maintaining highest ethical, moral and legal standards. The complaints/ disclosures under the Scheme covers the areas such as corruption / malpractices, misuse of office, criminal offences, suspected/ actual fraud, failure to comply with existing rules and regulations, where such acts result in financial loss/ operational risk, loss of reputation, etc., which may be detrimental to the interest of your Bank, its depositors and the public.

Your Bank promotes and makes available at all times, a Clean, Open and Transparent workplace, wherein business transaction, professionalism and productivity are seen as hallmarks of business practice. Your Bank is also committed to conduct all its business operations and transactions by maintaining highest ethical, moral and legal standards.

Your Bank encourages its employees, all stakeholders and members of general public, who have concerns about suspected misconduct, to come forward and express these concerns without fear of retaliation or unfair treatment. The Whistle Blower Policy provides adequate safeguards against the victimisation of the Directors and employees who avail this mechanism and ensures that the personnel get direct access to the Chairman of the ACB. None of the Bank's personnel has been denied access to the ACB.

The said Policies are available on your Bank's website at https://bandhanbank.com/pdfViewerJS/index. html#../sites/default/files/2025-07/Whistie-Blower- Poiicv-22072025.pdf and https://bandhanbank.com/ DdfViewerJS/index.html#../sites/default/files/2025-07/ Vigilance-Policv-22072025.pdf.

Significant and Material Orders passed by Regulators or Courts or Tribunals

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

Statutory Auditors and their Report

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

Therefore, your Bank is required to appoint one more audit firm to act as its Joint Statutory Auditors in place of retiring auditors, M/s. Singhi & Co., Chartered Accountants. Accordingly, on the basis of recommendation of the ACB, the Board of Directors has recommended the appointment of M/s. V. Singhi & Associates, Chartered Accountants (ICAI Firm Registration number 0311017E), as Joint Statutory Auditors of the Bank, for a period of three years to hold office from the conclusion of the 11th AGM until the conclusion of the 14th AGM of the Bank, for the approval of the shareholders at the ensuing AGM, subject to approval of RBI on an annual basis. Approval of RBI has been received for appointment of M/s. V Sankar Aiyar & Co., Chartered Accountants and M/s. V. Singhi & Associates, Chartered

Accountants as the Joint Statutory Auditors of the Bank for the FY 2026 for their second year and first year, respectively.

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

Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Companies

Act and Regulation 24A(1) of the SEBI LODR, the Board had appointed CS Hansraj Jaria, Practising Company Secretary (FCS No.: 7703, C.P No.: 19394), as the Secretarial Auditor to conduct Secretarial Audit of the Bank for FY 2025. Accordingly, the Secretarial Audit Report for FY 2025 is enclosed to this Report as Annex - 3. There is no qualification, reservation, adverse remark or disclaimer in the Secretarial Audit Report. Further, no offence of fraud was reported by the Secretarial Auditor of your Bank under Section 143(12) of the Companies Act read with Rule 13(3) of the Companies (Audit and Auditors) Rule, 2014.

Further, pursuant to the recommendation of the ACB, the Board of Directors of the Bank has approved and recommended the appointment of M/s. Makrand M. Joshi & Co., Company Secretaries (ICSI Firm Registration Number: P2009MH007000), as Secretarial Auditor of the Bank, for a period of five consecutive years, i.e., with effect from April 01, 2025 to March 31, 2030 for the approval of the shareholders at the ensuing AGM, in terms of the provisions of the Regulation 24A of the SEBI LODR and Section 204 of the Companies Act.

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

Cost Records

In terms of the provisions of Section 148(1) of the Companies Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, your Bank is not required to maintain cost records and accordingly, is not required to undergo cost audit.

Corporate Governance

Corporate Governance is based on the principles of conducting business with integrity, fairness and being transparent in all transactions, making necessary disclosures. Decisions are made in compliance with the laws of the land, with full accountability and responsibility towards the stakeholders, and a commitment to conducting all business in an ethical manner. Your Bank is committed to achieving the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set by the regulators. A separate section on Corporate Governance standards followed by your Bank and the relevant disclosures, as stipulated under the SEBI LODR, the Companies Act and rules made thereunder, forms part of this Report as Annex - 4.

A Certificate from CS Anjan Kumar Roy, Practising Company Secretary (FCS No.: 5684/CP No.: 4557), regarding compliance with the conditions of Corporate Governance, as stipulated in the SEBI LODR, is annexed to the Report on Corporate Governance, which forms part of this Report.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, the draft Annual Return of your Bank, in Form No. MGT-7, as on March 31, 2025, is available on your Bank's website at https://bandhanbank.com/ annual-reports. Further, the final Annual Return of your Bank, as on March 31, 2025, will be available on your Bank's website at the said link, upon filing of the same with the Registrar of Companies under Section 92(4) of the Companies Act.

Management Discussion & Analysis

The Management Discussion & Analysis Report for the FY 2025, as prescribed under the SEBI LODR, forms part of this Report and is enclosed as Annex - 5.

Business Responsibility and Sustainability Report

In terms of the provisions of Regulation 34(2)(f) of the SEBI LODR read with relevant SEBI circular, the Business Responsibility and Sustainability Report (BRSR) of your Bank providing its performance against the nine principles of the 'National Guidelines on Responsible Business Conduct' ('NGRBCs'), formulated by Ministry of Corporate Affairs, Government of India, forms part of this Report and, is enclosed as Annex - 6.

Compliance with Secretarial Standards

The Board of Directors affirms that your Bank has complied with the applicable provisions of the Secretarial Standards issued by the I nstitute of Company Secretaries of India, viz.,

SS-1 relating to Meetings of the Board and its Committees; and SS-2 relating to General Meetings.

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

Your Bank has adopted zero tolerance towards any action on the part of any of its employees, which may fall under the ambit of 'sexual harassment' at workplace and is fully committed to uphold and maintain the dignity of every woman constituent associated with your Bank. It takes all necessary measures to ensure a harassment free workplace and has instituted an Internal Committee for redressal of complaints and to prevent/ prohibit sexual harassment, in compliance with the guidelines enumerated in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. At the beginning of the FY under review, four complaints were pending, which were resolved during the FY. Further, thirty-one complaints were received during the FY, out of which twenty-three complaints had been closed during the FY whereas eight complaints were pending at the end of the FY, which have since been closed. None of the complaints received during the FY were pending for more than 90 days and all statutory timelines were duly adhered to for the inquiries conducted by the Internal Committee during the FY.

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

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

Smart building systems implementing energy-efficient glass facades and advanced building management systems to optimise energy consumption and enhance sustainability.

At banking outlets, the focus is on strict segregation and zoning critical and non-critical areas for improving HVAC efficiency, use of high-performance glass reducing glare and heat gain, optimised window-to-wall ratios, strategic building orientation, and equipment retrofitting.

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

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

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

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

• Lighting: Incorporation of 100 per cent. LED for lighting, daylight harvesting, timed illumination of signage through central monitoring system. Natural daylight utilisation is encouraged in your Bank's premises;

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

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

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

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

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

Information Technology at the Bank

In today's rapidly evolving financial landscape, Information Technology (IT) continues to play a pivotal role in redefining the future of banking. Your Bank remains steadfast in its commitment to leverage cutting-edge technologies to deliver enhanced customer experiences, drive operational excellence, and ensure robust security in an increasingly digital ecosystem. Over the past year, your Bank had made significant strides in its digital transformation journey, with focused investments and strategic initiatives that have bolstered efficiency, innovation, and sustainable growth.

Expansion of Digital Banking Services

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

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

• QR based Loan Repayment: Introduced unique QR codes facilitating direct loan EMI payments for EEB customers via any UPI app.

• Trade Finance CBS Product Processor (FCY): Launched a comprehensive platform for handling export/import transactions and cross-border remittances.

• Contactless Transactions: Enabled contactless payments on Bandhan Bank POS terminals using its debit cards.

• Transaction Monitoring: Strengthened real time digital transaction monitoring.

Robotic Process Automation (RPA)

To streamline operations and reduce manual dependencies, your Bank implemented Robotic Process Automation across key functions. This initiative had resulted in faster processing, improved accuracy, and allowed employees to focus on higher-value tasks.

Strengthening Cybersecurity

As cybersecurity remains a top priority, your Bank had made substantial enhancements to its security infrastructure, ensuring greater resilience against evolving threats. Key initiatives included:

• Deployment of advanced anti-malware solutions.

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

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

• Rollout of Endpoint Detection and Response (EDR) for advanced endpoint protection.

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

Customer-Centric IT Initiatives

Your Bank introduced several customer-focused technology solutions to improve engagement and expand accessibility:

• Launched QR code-based EMI collections from microfinance customers.

• Implemented an Enterprise-Wide Loyalty & Rewards Management Platform (EWLP) to drive customer retention and engagement by centralising reward programs.

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

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

• Rolled out regulatory SMS notifications to inform DPD

(Days Past Due) customers about credit data submission to credit information companies (CICs).

During the FY 2025, total foreign exchange earned by your

Bank was 733.51 crore (on account of net gains arising on all exchange / derivative transactions) and the total foreign exchange outgo was 79.59 crore towards the operating and capital expenditure requirements.

Development in Human Resources

Human Capital Management

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

FY 2025 has been a transformative year for your Bank, marked by implementing key reforms and strategic initiatives aligned with its Organisation Values that prioritise on a human- centric approach.

• Your Bank in FY 2025 has promoted 7,767 employees in recognition of their performance, initiative and leadership demonstrated in their current role and elevated more than 2,000 employees.

• Your Bank doubled down on "Hire from within" this year, reflecting its belief that its people are the strongest foundation for growth. Your Bank scaled up its Internal Job Posting (IJP) platform, inviting staff to apply for new roles and career paths internally.

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

• Your Bank in FY 2025 has focused in implementing strategies fostering a sense of community, promoting a culture of inclusivity with enhanced team collaboration, camaraderie, and overall employee well-being. During the FY under review, your Bank organised Football and Cricket tournaments across 10 and 5 states respectively engaging 2000+ employees who participated across locations.

• Your Bank in FY 2025, conducted a follow up survey in continuation to the employee engagement survey with Gallup in 2022. In 2024 survey, your Bank has outperformed with an even better score of 4.56 out of 5 with an improved level of employee participation. Your Bank has also been recognised with the Gallup Exceptional Workplace award 2025.

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

Learning and Development

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

For the FY 2025, your Bank has taken a quantum leap in building the Learning and Development proposition for its employees. Your Bank has developed programs to equip employees with the necessary skillset, mindset and knowledge to enable them to meet the challenges of a rapidly changing banking industry.

This year, your Bank has focused on building employee competencies and focused on key strategic imperatives such as:

• Initiatives on Compliance adherence and risk mitigation

• Initiatives on Customer service excellence and grievance redressal mechanisms

• Initiatives on Slippage control and recovery management

• Initiatives on Cross Selling and portfolio growth.

Apart from the above, the L&D team has focused on behavioral learning interventions to strengthen the Leadership pipeline. These include the following:

• Bespoke Leadership development interventions through ISB (Indian School of Business) for our CXO's/ Top and

Senior management critical role (80) holders.

• Leader as a Coach for 85 of Senior management employees

• Women Leadership development journey, called 'Bandhan for Her' for 44 DVPs and above. This is in line with our focus on Diversity Equity and Inclusion.

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

• A lean six sigma green belt intervention for process excellence was also piloted with impact on multiple ongoing projects.

Capacity Building and External Training Programs:

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

Digital Learning Initiatives

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

Key L&D Metrics to drive learning & development initiatives in your Bank during the FY under review are enumerated below:

• 3 million learning hours achieved during the FY, a growth of 14 per cent. from the previous FY.

• Per employee learning hour stood at 34 hours of training in this FY.

• During FY 2025, 99.6 per cent. employees participated in at least one training program

• Total training coverage across all formats (Internal/ External/E-Module) reached 7,67,756 hours, which is a 71 per cent. increase from the previous year.

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

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

Digitisation in HR

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

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

Employee Benefits

Employee Health and Wellness

Your Bank considers its employees as its most valuable assets and has therefore always remained proactive in carefully reviewing the Health & Wellness quotient. To facilitate quick medical attention for employees in medical emergencies, your Bank has tie-ups with hospitals in key locations across the country. Various Health awareness programs were planned like Prevention of Diabetes, Pain & Palliative Care, etc. Additionally, to promote Staff Safety, regular health camps and training workshops on First Aid & CPR were also arranged.

Compliance with the Maternity Benefit Act, 1961

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

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

Employee Health Check-up Policy

As one of the measures to encourage employees to stay healthy, your Bank has a policy on Employee Health Checkup. Your Bank sponsors the health check-up for employees at senior and top management grades. Other employees can avail the services at discounted rates.

Wellness Platform

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

HR Compliance

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

Discipline & Ethics Management

The Code of Conduct and Ethics ('Code') articulates your Bank's commitment to conduct business in accordance with the highest ethical standards and in compliance with all applicable laws, rules and regulations. At Bandhan Bank, ethical behaviour is inseparable from honesty, integrity and good judgment. Accordingly, all employees are required to follow the Code and act with a high degree of professional and ethical standards.

Your Bank has a Discipline & Ethics Management team, which takes multiple initiatives to foster ethical business standards, such as dissemination of circulars sensitising employees, awareness on the consequences of indulging in misconducts/malpractices, releasing various posters, emailers, HRMS campaigns, sharing of case studies, etc.

Risk Management

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

Your Bank is committed to creating an environment of risk awareness at all levels. Your Bank's view on risk is dynamic and it aims at constantly upgrading controls and security measures, including cyber security measures, to avoid or mitigate various risks. The ability to manage risk is strongly supported by a strong risk conduct and risk aware culture. Further, Risk transparency is fostered through reporting, disclosure, sharing of information and open dialogue on the risks arising from various activities across the Bank.

Your Bank has an independent Risk Governance Structure, which is in line with industry best practices, that has been put in place to separate duties and ensure the independence of Risk Measurement, Monitoring and Control functions. This framework visualises the empowerment of Business Units at the operating level, with technology being the key driver, enabling the identification and management of risk at the place of origination. Your Bank's Risk Management Department is responsible for setting up the appropriate risk control mechanism to quantify and monitor risks in timely manner.

Risk Appetite

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

The risk appetite framework is approved on an annual basis and is a pre-cursor to the strategy of your Bank. A comprehensive dashboard that shows all the risks that your Bank carries at any given time is provided by the Risk Profile, which is a component of the Risk Appetite Framework. It links goals and priorities to risk management in a way that empowers employees to serve customers well and meet financial targets. Your Bank has a quarterly risk appetite and annual risk appetite with defined quarterly glidepath for effective monitoring along with a well-defined Governance framework for better efficacy.

Risk Culture

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

The Board and Senior Management sets the "tone at the top" and has a trickle-down effect on all employees. Thus, it supports a strong culture, which is defined by your Bank's expectations, thereby guiding how employees conduct themselves, work with colleagues, and make decisions. Your Bank has a well-defined Whistle Blower Policy in place.

As part of its awareness campaigns, your Bank circulates and promotes information security awareness contents and materials through several mediums (SMS, Email, Screensaver, Circular, etc.) to cover its Board members, employees, customers, and vendors. Your Bank educates its staff on risk management through periodic newsletters, circulars, floor-level awareness seminars, trainings, workshops, and innovative desktop screensavers.

Stress Testing

Your Bank recognises the importance of stress testing as an integral risk management tool. Your Bank's Stress testing includes Scenario testing, which examines the impact of a hypothetical future state to define changes in risk factors as also Sensitivity testing, which examines the impact of an incremental change to one or more risk factors. In addition to standard stress scenarios, your Bank conducts stress testing based on various themes driven by climate, macroeconomic, etc. Your Bank carries out reverse stress testing, in order to identify circumstances that may lead to specific, defined outcomes.

Internal Capital Adequacy Assessment Process (‘ICAAP')

Your Bank conducts a comprehensive ICAAP exercise on a yearly basis with respect to the adequacy of Capital under normal and stressed conditions. The examination of capital requirements under normal economic and adverse market conditions enables your Bank to determine whether its projected business performance meets internal and regulatory capital requirements. The assessment is to identify, assess, and manage all risks that could potentially have a significant negative impact on its business, financial position, or capital adequacy.

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

Risk Management Framework

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

Major Risks

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

Asset/ Liability Management (ALM)

Asset/ Liability Management involves evaluating, monitoring, and managing interest rate risk, market risk, liquidity, and funding. Your Bank has a well-defined Asset Liability Management policy that outlines the framework for liquidity and interest rate risk management. As a part of assurance towards sound Risk Management practices, your Bank regularly reviews its Internal Policies to adapt to changes in market conditions.

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

Climate-related Financial Risks

Your Bank has incorporated climate risk in its risk management framework. Your Bank has incorporated provision in its Credit Policy to support green financing and considering proposals from such segments to encourage green financing. As part of the stress testing policy, scenarios related to climate risk have been incorporated.

Credit Risk

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

Your Bank balances the risk and return by setting certain objectives, e.g., ensuring credit quality is not compromised for growth; mitigating credit risk in transactions, relationships and portfolios; using its credit risk rating and scoring systems or other approved credit risk assessment or rating methodologies, policies and tools; appropriate pricing based on credit risk taken; systems and controls for detecting and preventing inappropriate credit risk; applying consistent credit risk exposure measurements; ongoing credit risk monitoring and administration; and avoiding activities that are inconsistent with its values, code of conduct or policies. Your Bank undertakes studies to identify trends in the movement of NPAs, SMAs etc., to keep track of the asset quality.

Information Security and Cyber Risks

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

Banks are exposed and susceptible to various types of cybercrime. Cyber-attacks have become more sophisticated and organised and they are continuously carrying attacks in volume, frequency, and severity. Malware perpetrators are inventing and inflicting various types of malware attacks. Distributed Denial of Service ('DDOS') activity is ever-increasing and evolving as they are using Internet of Things ('IOT') devices as platform to conduct such attacks. Your Bank has not experienced any material loss relating to these or other types of cyber-attacks.

Cybersecurity risk is a priority for your Bank, and it conti nues to develop and enhance its controls, processes, and systems in order to protect its networks, computers, software, and data from attack, damage, or unauthorised access. Your Bank has its own independent 24x7 C-SOC (Cyber Security Operations Centre) for a state-of-art centralised and consolidated cybersecurity incident prevention, security event monitoring, detection, and response which is backed by data and tools for sound analytics. Your Bank is also ISO 27001:2013 certified, for its information security management. Your Bank is also proactively involved in industry cybersecurity efforts and working with other parties, including its third-party service providers and governmental agencies, to continue to enhance defences and improve resiliency to cybersecurity threats.

Operational Risk & Resilience

Your Bank actively manages the Operational risk, which is the risk resulting from inadequate or failed internal processes, people and systems, or external events. Your Bank has a Board approved Operational Risk Management & Operational Resilience Policy, which outlines the governance structure and processes for managing operational risk as well as Operational Resilience. Your Bank has also put in place robust Fraud Risk, Outsourcing Risk, Resilience Risk encompassing Business Continuity Risk, Compliance Risk and Legal Risk Frameworks within its Operational Risk Management. Your Bank also has an effective IT Risk, Change Management and Incident Management frameworks in place to effectively take care of any incidents resulting in adverse effect on its critical operations.

Your Bank is committed to provide uninterrupted services to customers. As such, it is essential to protect the critical infrastructure in your Bank from natural and man-made disasters / events and ensure business continuity of the various operational units. Your Bank has a Business Continuity Risk Management framework within its Operational Risk Management & Operational Resilience Policy in place with the objective to recover critical activities and systems within defined timelines; safety of people and its assets; to communicate with stakeholders during emergency, etc. Business conti nuity risks are reviewed and regular updates are given to Operational Risk Management Committee ('ORMC') and the RMCB.

Outsourcing Risk

Outsourcing risk refers to potential losses from relying on third-party service providers for delivering banking operations for your Bank, which would be undertaken by it in future, with risk factors including service failures, data breaches, regulatory non-compliance, and lack of control. Your Bank identifies these risks by evaluating outsourced functions and vendor reliability at the time of empanelment by assessing risk through due diligence and compliance reviews, and monitoring performance via regular reviews and audits. Your Bank has implemented comprehensive outsourcing risk management framework with roles and responsibilities for identification, measurement, mitigation, management, and reporting of risks associated with Outsourcing activities.

Market Risk

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

Regulatory Risk

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

Reputational Risk

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

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

Strategic & Business Risk

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

Material Changes and Commitment affecting Financial Position of the Bank

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

Change in the Nature of Business

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

Directors' Responsibility Statement

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

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

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

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

Acknowledgements and Appreciations

The Board of Directors of your Bank extends its gratitude for the invaluable support and guidance received from the Reserve Bank of India, other government and regulatory authorities, and financial institutions. The Board also thanks the correspondent banks for their cooperation and help. The Board acknowledges the support of its shareholders, and also places on record its sincere thanks to its valued clients and customers for their patronage.

The Board also expresses its deep sense of appreciation to all the employees for displaying their strong work ethics, excellence at work, professionalism, teamwork, commitment and initiative, which have led to the Bank making good progress. The Board will continue to strive for improvements as your Bank continues on its journey towards achieving its objectives.

	For and on behalf of the Board of Directors
	Bandhan Bank Limited
	Anup Kumar Sinha
Place: Kolkata	Non-Executive (Independent) Chairman
Date: July 18, 2025	(DIN: 08249893)

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Bandhan Bank Ltd