Jana Small Finance Bank Ltd Directors Report

JANA SMALL FINANCE BANK LIMITED

Annual Report 2025-26

Your Directors are pleased to present the 20th Annual Report of the Company and the 9th Annual Report of Jana Small Finance Bank Limited along with the Audited standalone financial statements for the financial year ended 31st March 2026.

FINANCIAL SUMMARY

Particulars	2025-26	2024-25
Advances	33,82,76,851	27,15,54,759
Deposits and Borrowings	41,28,12,509	32,98,65,984
Total Income	6,37,47,641	5,44,71,704
Interest Expended	2,75,97,431	2,31,66,562
Operating Expenses	2,44,93,568	1,94,26,279
Provisions and Contingencies	83,92,360	68,64,676
Profit for the Year	32,64,282	50,14,187
Add: Surplus brought forward from previous year	-	-
Less: Loss brought forward from previous year	(3,05,82,360)	(3,42,57,184)
Amount available for appropriation	(2,73,18,078)	(2,92,42,997)
Appropriations:
Dividend & Dividend Tax	-	-
Transfer to Statutory and other Reserve (Sec. 17, Banking Regulation Act)	11,97,356	13,39,363
Surplus carried to Balance Sheet	(2,85,15,434)	(3,05,82,360)

OVERVIEW OF OPERATIONS

The net Interest Income grew from J2,354.7 crores in FY25 to J2,593.12 crores in FY26, an increase of 10.13%. The Profit Before Tax (PBT) was J326.4 crores in FY26 as compared to J473.7 crores in FY25. Profit after tax (PAT) stood at J327 crores in FY26 as compared to J501 crores in FY25. No Deferred Tax is recognized in current year and old Deferred Tax recognized is carried forward.

Advances Under Management witnessed an increase of 23% from J29,545 crores for FY25 to J36,289 crores for FY26. The secured portfolio grew by 28% year-on-year basis and is now near to 72.6% of the total Advances Under Management. Deposits of your Bank grew by 23% during the year and stood at J35,784 crores. Retail Deposits, including CASA constitute 10.82% of the overall deposits of the Bank.

The Capital Adequacy Ratio ("CRAR") was 19.38% as at March 31, 2026 (March 31, 2025: 20.71%) well above the statutory minimum requirement of 15%.

Cost to Income ratio for FY26 was 67.8% as compared to 61.3% for FY25. The Return on Assets of the Bank was at 0.79% during FY26 as compared to 1.49% in FY25. The number of banking outlets stood at 822 in March 2026 as compared to 802 in March 2025.

The asset quality of your Bank remained robust, with GNPA at 2.46% (vs. 2.71% in FY25) and NNPA at 0.92% (vs. 0.94% in FY25).

IBPC and Securitization book is included for the purpose of GNPA/NNPA and PAT, ROA, ROE and Networth has been computed after considering DTA of J185 crores.

DIVIDEND AND TRANSFER TO RESERVES

In compliance with Section 15 of the Banking Regulation Act, 1949 your Board of Directors have not recommended any dividend for the financial year 2025-26. However, in compliance with Regulation 43A of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the Board of Directors of the Bank have approved and adopted the dividend distribution policy which can be accessed at: https://www.jana.bank.in/images/policies/Dividend- Distribution-Policy.pdf.

Further, the Board has recommended transfer of J119.87 crores from the profit/surplus to reserves, as against J133.94 crores transferred during the previous year.

SHARE CAPITAL

The authorised capital of the Bank as on 31st March 2026 was Rs. 2,00,00,00,000 (Rupees two hundred crores), comprising Rs. 20,00,00,000 (Twenty Crores) equity shares of Rs. 10/- (Rupees Ten) each. The paid up capital of the Bank stood at Rs. 1,05,32,45,570 comprising 10,53,24,557 equity shares of Rs. 10/- (Rupees Ten) each.

During the year Bank raised capital by way of ESOP allotment. Details of capital augmentation is as under:

Particulars	No. of Equity Shares
Equity shares as at the beginning of the year	10,50,56,523
(+) Stock option exercised	2,68,034
Equity shares outstanding as at the end of the year	10,53,24,557

DEBT INSTRUMENTS

As at 31st March 2026, details of rated, listed and unlisted, unsecured, subordinated, redeemable lower Tier II bonds in the form of Non-Convertible Debentures are as under:

Sr No	ISIN	Series	Listed/ Unlisted	No of Units	Face Value (Rs.)	Total Value (Rs.)	Issue Date	Maturity Date	Interest Rate
1	INE953L08329	023	Listed	3,300	2,27,272.73	75,00,00,000	22-12-2015	07-07-2027	13.80%
2	INE953L08311	049A	Un-listed	500	10,00,000	50,00,00,000	31-08-2021	30-11-2026	13.50%
3	INE953L08337	050	Listed	250	1,00,00,000	2,50,00,00,000	16-10-2025	16-10-2035	10.55%
	Total			4,050		3,75,00,00,000

CREDIT RATING

The ratings assigned by ICRA and India Ratings & Research Private Limited for various instruments are:

Instrument Type	Rating	Rating Agency
Non-convertible debentures (NCDs) - Subordinated Debt	IND A/Stable	India Ratings
Non-convertible debentures (NCDs) - Subordinated Debt (INE953L08329)	CARE A/Stable	CARE Ratings
Fixed Deposits	IND A/Stable	India Ratings

BOARD OF DIRECTORS

At the end of financial year 2025-26, the composition of Board was as under:

Name of Director	Designation
Mrs. Chitra Talwar	Independent Director and Part Time Chairman
Mr. Ajay Kanwal	Managing Director & Chief Executive Officer
Mr. K S Raman	Executive Director
Mr. Rahul Khosla	Non-Executive Director
Dr. Subhash Chandra Khuntia	Independent Director
Mr. K Srinivas Nayak	Independent Director
Mr. Pammi Vijaya Kumar	Independent Director
Mr. Dinesh Patwari	Independent Director
Mr. Rakesh Joshi#	Independent Director
Mr. Ajay Rotti*	Independent Director
Mr. Pankaj Razdan*	Independent Director
Mrs. Malini M.a	Independent Director

# Mr. Rakesh Joshi was appointed as an Independent Director effective from 27th August 2025.

* Mr. Ajay Rotti and Mr. Pankaj Razdan were appointed as an Independent Director effective from 2nd February 2026.

A Mrs. Malini M. has been appointed as an Independent Director effective from 20th March 2026.

During the financial year 2025-26, the Board met ten (10) times and the intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the required declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations. The Board had assessed the veracity of the confirmations submitted by Independent Directors, as required under Regulation 25(9) of the SEBI Listing Regulations.

In the opinion of the Board, all Independent Directors are independent of the Management. During the year, there has been no change in the circumstances affecting their status as Independent Directors of the Bank and they are not debarred from holding the office of Director under any order of the Securities and Exchange Board of India or any other statutory/regulatory authority.

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

INTERNAL CONTROL SYSTEMS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Banks policies, the safeguard of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures.

EMPLOYEES STOCK OPTION SCHEME AND OPTIONS GRANTED DURING FY 2025-26

The Bank currently has three ESOP schemes i.e., (1) Employee Stock Option Scheme, 2017 (2) Employee Stock Option Scheme, 2018 and (3) Employee Stock Option Scheme, 2025.

Applicable disclosures with regard to Employee Stock Options granted during FY 2025-26 is provided as Annexure I to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given, securities provided or acquisition of securities by a banking company in the ordinary course of its business are exempted from the disclosure requirement under Section 134 (3)(g) of the said Act.

Details of Investments are given in Schedule 8 to the Financial Statements which forms a part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, there were no contracts or arrangements with related parties as referred to under Section 188(1) of the Companies Act, 2013.

RISK MANAGEMENT FRAMEWORK

The Bank has put in place a comprehensive Risk Management framework supported by detailed policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other risks.

The Risk Management Committee of the Board has established a formal Risk Appetite Statement which governs the risk-taking activities of the Bank. The Risk Management Committee exercises oversight on the implementation of various risk management policies and processes and is also in charge of review of these and other policies from the risk perspective.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE BANK:

There are no material changes and commitments, affecting the financial position of the which have occurred between the end of the financial year and the date of the report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2025-2026 is available in the Banks website at: https://www.jana.bank.in/about-us/investor-relations/annual-return/.

CORPORATE GOVERNANCE

The Corporate Governance Report as detailed in Schedule V of SEBI (LODR) Regulations, 2015 along with the certificate issued by M/s. Nagendra D Rao and Associates LLP, Company Secretaries, Bengaluru, Secretarial Auditors of the Bank confirming compliance with Corporate Governance requirements is annexed to this report as Annexure II and Annexure III respectively.

DEPOSITS

Being a banking company, disclosures relating to deposits as required under Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Act are not applicable to the Bank.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant or material orders passed by Regulators or Courts or Tribunals which impact the going concern status of the Bank or its future operations.

NOMINATION & REMUNERATION POLICY

The Bank has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under the provisions of Section 178(3) of the Companies Act, 2013. The Policy is available at the website of the Bank at https://www.jana.bank.in/about-us/leadership-governance/policies .

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

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

INTERNAL CONTROL SYSTEMS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Banks policies, the safeguard of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures.

EMPLOYEES STOCK OPTION SCHEME AND OPTIONS GRANTED DURING FY 2025-26

The Bank currently has three ESOP schemes i.e., (1) Employee Stock Option Scheme, 2017 (2) Employee Stock Option Scheme, 2018 and (3) Employee Stock Option Scheme, 2025.

Applicable disclosures with regard to Employee Stock Options granted during FY 2025-26 is provided as Annexure I to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given, securities provided or acquisition of securities by a banking company in the ordinary course of its business are exempted from the disclosure requirement under Section 134 (3)(g) of the said Act.

Details of Investments are given in Schedule 8 to the Financial Statements which forms a part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, there were no contracts or arrangements with related parties as referred to under Section 188(1) of the Companies Act, 2013.

RISK MANAGEMENT FRAMEWORK

The Bank has put in place a comprehensive Risk Management framework supported by detailed policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other risks.

The Risk Management Committee of the Board has established a formal Risk Appetite Statement which governs the risk-taking activities of the Bank. The Risk Management Committee exercises oversight on the implementation of various risk management policies and processes and is also in charge of review of these and other policies from the risk perspective.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE BANK:

There are no material changes and commitments, affecting the financial position of the bank which have occurred between the end of the financial year and the date of the report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2025-2026 is available in the Banks website at: https://www.jana.bank.in/about-us/investor-relations/annual-return/.

CORPORATE GOVERNANCE

The Corporate Governance Report as detailed in Schedule V of SEBI (LODR) Regulations, 2015 along with the certificate issued by M/s. Nagendra D Rao and Associates LLP, Company Secretaries, Bengaluru, Secretarial Auditors of the Bank confirming compliance with Corporate Governance requirements is annexed to this report as Annexure II and Annexure III respectively.

DEPOSITS

Being a banking company, disclosures relating to deposits as required under Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Act are not applicable to the Bank.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant or material orders passed by Regulators or Courts or Tribunals which impact the going concern status of the Bank or its future operations.

NOMINATION & REMUNERATION POLICY

The Bank has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under the provisions of Section 178(3) of the Companies Act, 2013. The Policy is available at the website of the Bank at https://www.jana.bank.in/about-us/leadership-governance/policies .

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

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

Details of complaints received and resolved by the ICC during the FY 2025-26 are as follows:

Particulars	Number
Number of complaints pending at the beginning of the year	0
Number of complaints received during the year	7
Number of complaints disposed of during the year	7
Number of complaints pending at the end of the year	0

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the financial year 2025-26, the Bank undertook 61 CSR projects totaling to Rs. 8.50 crores. The category of CSR contribution has been provided below. Further, the detailed report along with composition of the Committee on CSR has been annexed to this report as Annexure IV.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the bank have occurred between the end of the financial year and the date of the report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism forms a part of the Whistle Blower Policy, which has been approved by the Board of Directors in their meeting held on 05th August 2014 as a NBFC-MFI.

After conversion into a Small Finance Bank, the Bank Board approved the Whistle Blower Policy and Vigilance Policy, in their meeting held on 08th February 2018. The Policy has been hosted on the website of the Bank.

AWARDS AND RECOGNITIONS

Year	Award
2026	Awarded Best Small Finance Bank by Business Today
2025	Awarded for Best Print Advertising and Best TV Advertising at the afaqs! BankFin360 Awards
2025	Runner-up for Best Small Finance Bank in Growth at the 3rd ICC Emerging Asia Banking Conclave & Awards
2025	Winner of the "Highest Guarantee Coverage, FY 2025” under the Performance-Based Award (Small Finance Bank category) at the CGTMSE Silver Jubilee Celebrations
2025	1st Position in Digital Payments at Digital Payments Awards
2025	WOW Workplace 2025 BFSI Award by Jombay
2024	Best Small Finance Bank, India; Best performance on profitability (Runners-up); Best Performance on Asset Quality; Best Performance on Risk Management - Indian Chambers of Commerce, Emerging Asian Banking Awards
2024	Leader in Digital Transformation Strategy at 9th BFSI Leadership Awards
2024	IBS Intelligence Digital Banking Awards 2024
2024	National Best Employer & Dream Company to work for by World HRD Congress
2024	Best Fintech & DPI Adoption by IBA (Indian Banking Association)
2023	Best Data Quality- SFB Consumer Award 2022-23 by TransUnion CIBIL Limited
2022	Award for Best IT Risk Management by Indian Banks Association
2020	Featured in Fortune - The top 500 list of largest corporations in India for the year 2020
2020	Winner at the cfi.co Inclusive Finance Awards for Best Inclusive Financial Service India 2020 by Capital Finance International
2020	CSR award for excellence in BFSI sector by Golden Globe Tigers 2020
2020	Campaign Decade-Plus Award by RMAI Flame Awards Asia
2019	Runner-up at the Global Leadership Award 2019 by Dale Carnegie
2018	Winner at the cfi.co Finance Awards for Best Inclusive Financial Service India 2018
2017	Featured in Fortune - The top 500 list of largest corporations in India for the year 2017
2017	Goodwill Brand Award 2017 by Process Evaluators and Research, BARC Asia
2016	Best Financial Service Firm in India by VC Circle for the year 2016

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of Section 136 of the Act, the same would be available for inspection during working hours at the Registered Office of the Bank.

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

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

a. Conservation of energy: Not applicable

b. Technology absorption: Not Applicable

c. Foreign exchange earnings and Outgo: Foreign exchange earnings: NIL and Foreign exchange expenditure: Rs. 4.43 crores.

OTHER DISCLOSURES

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code (31 of 2016), during the year along with their status as at the end of the financial year:

Not applicable, as no such application was made by the Bank nor any of the stakeholder have filed Insolvency and Bankruptcy proceedings against the Bank.

Related party transactions:

The details of related party transactions have been provided as an Annexure VI to the Board Report in Form AOC-

2. Further, the Board approved policy on dealing with related party transactions can be viewed at: https:// www.jana.bank.in/images/policies/RELATED-PARTY-TRANSACTION-POLICY.pdf

ACKNOWLEDGEMENTS

The Board of Directors place on record its gratitude for the support and co-operation from Reserve Bank of India, Securities Exchange Board of India, Customers, Shareholders, Vendors and Employees of the Bank.