Jana Small Finance Bank Ltd Directors Report

OVERVIEW OF OPERATIONS:

The net Interest Income grew from 2,127.9 crores in FY24 to 2,393.1 crores in FY25 an increase of 12.5%. The Profit Before Tax (PBT) was 473.7 crores in FY 25 as compared to 514.4 crores for FY24. Profit after tax (PAT) stood at 501 crores in FY25 as compared to 670 crores in FY24. The PAT for FY25 has reckoned 29.8 crores of Deferred Tax Asset and 305 crores of accelerated provision in FY25.

Advances Under Management witnessed an increase of 19.4% from 24,746 crores in FY24 to 29,545 crores for FY25. The secured portfolio grew by 40% yearonyear basis and is now near to 70% of the total Advances Under Management. Deposits of your Bank grew by 29% during the year and stood at 29,120 crores. Retail Deposits, including CASA constitute 58.8% of the overall deposits of the Bank.

The Capital Adequacy Ratio ("CRAR") was 20.68% as at March 31, 2025 (March 31, 2024: 20.31%) well above the statutory minimum requirement of 15%.

Cost to Income ratio for FY25 was 61.3% as compared to 57.4% for FY24. The Return on Assets of the Bank was at 1.49% during FY 25 as compared to 2.38% in FY24. The number of banking outlets stood at 802 in March 2025 as compared to 808 in March, 2024.

The asset quality of your Bank remained robust, with GNPA at 2.71% (vs. 2.11% in FY24) and NNPA at 0.94% (vs. 0.56% in FY24).

Please note IBPC and Securitization book is included for the purpose of GNPA/NNPA.

DIVIDEND AND TRANSFER TO RESERVES:

In compliance with Section 15 of the Banking Regulation Act, 1949 your Board of Directors has not recommended any dividend for the financial year 202425. 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.janabank. com/images/policies/DividendDistributionPolicy.pdf

Further, the Board has recommended transfer of 133.94 crores from the profit/surplus to reserves, as against 187.39 crores transferred during the previous year.

SHARE CAPITAL:

The authorised capital of the Bank as on 31st March 2025 was 2,00,00,00,000 (Rupees two hundred crores), comprising 20,00,00,000 (Twenty Crores) equity shares of 10/ (Rupees Ten) each. The paid up capital of the Bank stood at 1,05,05,65,230 comprising 10,50,56,523 equity shares of 10/ (Rupees Ten) each.

During the year, the Banks capital increased due to exercise of ESOPs. No other capital raised was undertaken during the year.

Details of capital augmentation is as under:

DEBT INSTRUMENTS:

As at 31st March 2025, details of rated, listed and unlisted, unsecured, subordinated, redeemable lower Tier II bonds in the form of NonConvertible Debentures are as under:

CREDIT RATING:

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

BOARD OF DIRECTORS:

At the end of financial year 202425, the composition of Board was as under:

Mr. Dinesh Patwari has been appointed as an Independent Director effective from 22^nd July 2024.

During the financial year 202425, the Board met nine (9) 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.

PERFORMANCE EVALUATION:

The Bank has, during the year conducted an Board evaluation as per the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations, 2015. Additionally, the Bank has laid down a process for performance evaluation of the Board and its Committees as well as a framework for evaluation of the performance of each Director.

The evaluation criteria include inter alia, experience, competency of Directors, effectiveness of the Board process, information and functioning, Board culture and dynamics, governance and compliance, evaluation of risk, amongst others.

The Nomination & Remuneration Committee in their meeting held on 29th April 2025 took note of the evaluation report of the Boards performance including Directors own performance and committees of the

Board. The Committee deliberated on various evaluation attributes indicated in the evaluation questionnaire for all directors and after due deliberations made an objective assessment and evaluated that all directors in the Board have adequate expertise and have been drawn from diverse backgrounds and businesses and bring specific competencies relevant to the Banks business and operations.

The Committee found that the performance of all Directors was satisfactory and the functioning of the Board and its Committees were effective. The Committee evaluated the composition of the Board and its performance as a whole and expressed satisfaction in this regard. Further, the suggestion/feedback of the Committee were duly taken note of by the Management.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

In the preparation of annual accounts for the year ended 31st March 2025, applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and of the profits of the Company for the year ended on that date;

The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis;

The Directors have laid down internal financial controls to be followed and that such internal financial controls are adequate and are operating effectively; and

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

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

Independent Directors of the Bank have attended various programs conducted by CAFRAL, IICA, Ministry of Corporate Affairs and IDRBT. They have also attended strategy discussions organised by the management team of the Bank. Details of the programmes attended by Independent Directors are available on the website of the Bank at https://www.ianabank.com/aboutus/investorrelations/familiarisationprogramme/.

AUDIT AND COMPLIANCE COMMITTEE RECOMMENDATIONS:

The Board has accepted all recommendations of the Audit and Compliance Committee and hence no further explanations have been provided for in this Report.

KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

As of 31st March 2025, Mr. Ajay Kanwal, Managing Director & CEO, Mr. K S Raman, Executive Director,

Mr. Abhilash Sandur, Chief Financial Officer and Mrs. Lakshmi R N, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Bank in terms of Section 203(1) of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, apart from Mr. Rajesh Rao (erstwhile Chief Operating Officer) there was no change in the senior management personnel during the year. The details of senior management are provided in page 11 of this Annual Report.

Statutory Audit:

For the financial year 202425, there were no qualification(s) or reservation(s) or adverse remark(s) or disclaimer(s) in the audit reports of the Standalone Financial Statements. Hence explanations or comments on the same are not required from the Board of Directors.

Audit for the financial year has been conducted by M/s. S. R. Batliboi & Associates LLP., (Firm registration no. 101049W/E300004) Chartered Accountants, and M/s. Batliboi & Purohit (Firm registration no. 101048W), Chartered Accountants, as Joint Statutory Auditors of the Bank.

Secretarial Audit:

The Company has complied with all applicable provisions of the Secretarial Standards and provisions of the Companies Act, 2013.

Secretarial Audit for the year has been conducted by Mr. Nagendra D Rao, Practicing Company Secretary (M. No. FCS 5553 and COP 7731). The Secretarial Audit Report for the financial year 202425, forms part of the Annual Report.

There are no qualifications, reservations, or adverse remarks made by the Statutory Auditors/Secretarial Auditors in their respective reports.

Cost Audit:

The Bank is not required to appoint a Cost Auditor. Therefore, maintenance of cost records as specified under subsection (1) of section 148 of the Companies Act, 2013, is not applicable to the Bank.

During the year under review, no frauds have been reported by the Statutory Auditors or the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013.

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 202425:

The Bank currently has two ESOP schemes i.e.,

(1) Employee Stock Option Scheme, 2017 and

(2) Employee Stock Option Scheme, 2018.

Applicable disclosures with regard to Employee Stock Options granted during FY 202425 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 risktaking 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 subsequent to the close of the FY 202425.

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 20242025 is available in the Banks website at: https://www.janabank.com/

aboutus/investorrelations/annualreturn/.

CORPORATE GOVERNANCE:

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

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.ianabank.com/aboutus/ leadershipgovernance/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 202425 are as follows:

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During the financial year 202425, the Bank undertook 55 CSR projects totaling to 5.18 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 has been 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.

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 NBFCMFI.

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:

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. A copy of this

statement may be obtained by the Members by writing to the Company Secretary of the Bank.

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

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

OTHER DISCLOSURES:

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 (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.

Related party transactions:

The details of related party transactions have been provided as an Annexure VI to the Board Report in Form AOC2. Further, the Board approved policy on dealing with related party transactions can be viewed at: https://www.ianabank.com/images/policies/RELATEDPARTYTRANSACTIONPOLICY.pdf

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

For JANA SMALL FINANCE BANK LIMITED

Bengaluru 30^th April 2025

R. Ramaseshan

Parttime Chairperson & Independent

Director

DIN: 000200373

Ajay Kanwal

Managing Director & CEO DIN:07886434

EMPLOYEE STOCK OPTION SCHEME

EMPLOYEES STOCK OPTIONS AS ON 31ST MARCH 2025:

EMPLOYEEWISE DETAILS OF OPTIONS GRANTED DURING THE YEAR UNDER ESOP SCHEME:

1. Key Managerial Personnel:

2. Any other employee who received grant of option amounting to 5% or more of options granted during that year:

3. Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the bank at the time of grant: NIL

For and on behalf of the Board

For JANA SMALL FINANCE BANK LIMITED

Bengaluru

30th April 2025 R. Ramaseshan

Parttime Chairperson & Independent

Director

DIN: 000200373

Ajay Kanwal

Managing Director & CEO DIN:07886434

ANNEXURE V

PARTICULARS OF EMPLOYEES

STATEMENT SHOWING DETAILS OF EMPLOYEES OF THE COMPANY:

Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Bank and others entitled thereto.

The said information is available for inspection at the registered office of the Bank during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary at lakshmi.rn@ianabank.com in this regard.

For and on behalf of the Board

For JANA SMALL FINANCE BANK LIMITED

Bengaluru

30th April 2025 R. Ramaseshan

Parttime Chairperson & Independent

Director

DIN:000200373

Ajay Kanwal

Managing Director & CEO DIN:07886434

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

(PURSUANT TO CLAUSE (H) OF SUBSECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: All Related Party Transactions are at arms length.

2. Details of material contracts or arrangement or transactions at arms length basis:

For and on behalf of the Board

For JANA SMALL FINANCE BANK LIMITED

Bengaluru

30th April 2025 R. Ramaseshan

Parttime Chairperson & Independent

Director

DIN: 000200373

Ajay Kanwal

Managing Director & CEO DIN:07886434

Secretarial Audit Report

To,

The Members,

Jana Small Finance Bank Limited

The Fairway Business Park # 10/1,11/2,12/2B,

Off Domlur Koramangala Inner Ring Road,

Next to EGL, Challaghatta,

Bangalore 560 071.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Bank. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Bank.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the further viability of the Bank nor of the efficacy or effectiveness with which the management has conducted the affairs of the Bank.

Place : Bengaluru Date : April 30, 2025