Dear Stakeholders,
On behalf of the Board of Directors (the "Board") of Ujjivan Small Finance Bank Limited (the "Bank or Ujjivan"), it is our immense pleasure to present the 9 th Annual Report of the Bank along with the Audited Financial Statements and Auditors Report thereon for the FY 2024-25.
OVERVIEW AND STATE OF AFFAIRS OF THE BANK
The Bank has emerged as a transformative financial institution, firmly committed to its objective of advancing financial inclusion and serving the unserved and underserved with a primary focus on semi-urban and urban areas. Since its inception, Ujjivan has envisioned a future driven by inclusive and equitable financial system and has built a solid foundation in inclusive banking where financial inclusion is universal. To continue with its mission, the Bank aspires to evolve into a Universal Bank to broaden its impact, diversify its offerings, and align its capabilities with the evolving needs of the communities it has served and Indias growing financial ecosystem.
The FY 2024-25 has been a difficult year for entities that had a higher share of micro loans due to implementation of MFIN Guardrails 1 (Jul24) that triggered immediate stress in the MFI Portfolio. However, Ujjivan performed exceptionally well when compared to the industry and its peers.
Further, Provision Coverage Ratio of the Bank remains well above Regulatory minimum at 78%.
Highlights of achievements during FY 2024-25 were:
i. Disbursement: Rs 23,464 Crores; growth of 0.3% Y-o-Y with highest ever disbursement in a quarter achieved in Q47,440 Crores with 11% YoY growth.
ii. OSP has grown from Rs 29,779 Crores in FY24 to Rs 32,122 Crores in FY25, growing 8% Y-o-Y
iii. Secured book grown from Rs 8,990 Crores to Rs 13,988 Crores i.e. share of secured book in gross loan book has increased from 30% to 44%
iv. Deposits: Total deposits at Rs 37,630 Crores is up 20% Y-o-Y; Total deposit accretion during the year was at Rs 6,168 Crores.
v. CASA reached Rs 9,612 Crores, up 15% Y-oY; CASA% stands at 25.5% as at end of FY25.
vi. CD Ratio is at 85.4% (including IBPC/Securitisation).
vii. Asset Quality: GNPA/NNPA at 2.2% / 0.5% as on Mar25; PCR at 78% as on Mar25
viii. Capital adequacy comfortable at 23.1% with Tier I at 21.38%
ix. Microbanking cashless collections: reached 40% in Q4; among the best in industry.
x. Net profit for the FY 2024-25 is Rs 726 Crores, showing resilience during a year which was largely impacted by uncertainties in microfinance business and tight banking liquidity environment.
Additionally, the Bank applied for voluntary transition to Universal Bank in February 2025. Further, Bank received AD-1 licence approval from RBI in October 24 and is in process of setting up the products and requisite technology upgrades, SWIFT membership is underway, opening of Nostro Accounts are being carried out and system are being upgraded.
Technology and Digital Platforms:
• Hello Ujjivan launched in FY 2022-23 is Indias 1st Voice-Visual-Vernacular App available for MicroBanking Customers and is available in 11 Languages (including English) with Chatbot facility that helps conduct basic financial & non-financial banking transactions and enables digital loan acknowledgement for Repeat customers
• DigiMitra launched in FY 2023-24, is a dedicated support service aimed at helping customers navigate any technical issues they may encounter while accessing digital products and services.
• CRM and Customer Deduplication systems have been upgraded, resulting in refined user interfaces and data reliability. A pilot for the CRM mobile application has been deployed enabling mobile user engagement
• In digital banking front, Bank has introduced several customer-centric innovations such as digital Fixed Deposit & Savings, which have been highly appreciated for their convenience and accessibility.
• On data analytics, the Bank has adopted state of the art "BI tool" (Both Web and Mobility channels) with interactive dashboards to empower its employees at every level to adopt data driven proactive decision and boost their productivity.
Human Capital:
• Increase in staff count field staff 15,827 from 15,857; others 8,547 from 6,709
• Extensive training programmes being conducted to enhance knowledge and productivity
Major Awards & Accolades:
• Dun and Bradstreet Awards - Indias Leading Small Finance Bank
• BT Best Bank Awards - Indias Best Small Finance Bank - 2nd time in a Row
• IBA Technology Conference 2024 - Best IT Risk Management
The Banks Board comprised of 9 directors as at the end of FY 2024-25, with the Managing Director & CEO and Whole time Director being the Executive Director, 7 Independent Directors including 4 Women Independent Directors.
FINANCIAL PERFORMANCE
Summary of Financial Performance
(Rs In Crores)
| Particulars | FY 2023-24 | FY 2024-25 |
| Revenue from Operations | 3,409.45 | 3,636.27 |
| Other Income | 786.75 | 846.2 |
| Less: Operational Expenses | 997.63 | 1,159.03 |
| Personnel Expenses | 1,183.18 | 1,499.49 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items, Provisions and | 2,015.39 | 1,823.95 |
| Tax Expense | ||
| Less: Depreciation/ Amortisation/ Impairment | 98.28 | 134.72 |
| Profit /loss before Finance Costs, Exceptional items, Provisions and Tax Expense | 1,917.11 | 1,689.23 |
| Less: Finance Costs | 214.95 | 747.7 |
| Profit /loss before Provisions, Exceptional items and Tax Expense | 1,702.16 | 941.53 |
| Less: Provisions & Contingencies | (0.01) | (0.04) |
| Add/(less): Exceptional items | 0 | 0 |
| Profit /loss before Tax Expense | 1,702.17 | 941.57 |
| Less: Tax Expense (Current & Deferred) | 420.67 | 215.47 |
| Profit /loss for the year (1) | 1,281.50 | 726.10 |
| Total Comprehensive Income/loss (2) | 0 | 0 |
| Total (1+2) | 1,281.50 | 726.10 |
| Balance of profit /loss for earlier years | 947.00 | 1818.40 |
| Less: Transfer to Debenture Redemption Reserve | 0 | 0 |
| Less: Transfer to Statutory Reserves | 320.38 | 181.53 |
| Less: Transfer to investment Fluctuation Reserve | 4.38 | 7.10 |
| Less: Transfer to Capital Reserves | 0 | 12.10 |
| Less: Dividend paid on Equity Shares | 68.34 | 290.07 |
| Less: Dividend paid on Preference Shares | 0 | 0 |
| Less: Dividend Distribution Tax | 0 | 0 |
| Less: Investment Reserve Account | 0 | 0 |
| Less: Transfer to Special Reserve U/S 36 (1)(viii) Income tax Act 1961 | 17.00 | 21.00 |
| Balance carried forward | 1,818.40 | 2,032.70 |
Key Ratios: (Comparative ratios are annualised)
| Particulars | FY 2023-24 | FY 2024-25 |
| Interest income as a percentage to working funds | 15.38% | 14.65% |
| Non-interest income as a percentage to working funds | 2.13% | 1.95% |
| Operating profit as a percentage to working funds | 5.20% | 3.89% |
| Business (deposits plus gross advances) per employee ( in thousands) | 25,989 | 24,275 |
| Profit per employee( in thousands) | 633.82 | 309.37 |
| EPS (Basic) () | 6.65 | 6.65 |
| EPS (Diluted) () | 6.54 | 6.54 |
TRANSFER TO RESERVES
A. Statutory Reserve
The Bank has made an appropriation of Rs 181.53 Crores to the statutory reserve for the year ended March 31,2025 out of profits, pursuant to the requirements of section 17 of the Banking Regulation Act, 1949 and RBI guidelines dated September 23, 2000.
Investment Fluctuation Reserve ("IFR")
During the year ended March 31,2025, the Bank has made an appropriation of Rs 7.10 Crores to IFR from the profit and loss account so as to reach the figure of 2% of its HFT and AFS Investment portfolio.
DIVIDEND
The Bank has formulated and implemented a Dividend Distribution Policy pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and RBI Requirements with an objective to appropriately reward shareholders through dividends for reposing their confidence in the Bank while retaining the capital required for supporting future business growth. The said Policy is available on the website of the Bank at www.uiiivansfb.in/corporate-governance-policies.
To conserve capital for future growth, the Directors have not recommended any dividend for the FY 2024-25. Dividend for the FY 2023-24 of Rs 290.07 Crores (before TDS) was paid out to the equity shareholders in August 2024.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Bank during FY 2024-25.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the closure of the FY 2024-25 till the date of this report, which might have affected the financial position of the Bank.
REVISION OF FINANCIAL STATEMENT OR THE DIRECTORS REPORT
The Bank has not revised its financial statements or the directors report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of any judicial authority.
GENERAL INFORMATION
Detailed overview of the banking industry and important changes therein, external environment and economic outlook have been elaborated in the Management and Discussion Analysis Report which forms part of the Annual Report of the Bank for the FY 2024-25.
CAPITAL AND DEBT STRUCTURE
A. CHANGES IN CAPITAL STRUCTURE
With the Scheme of Amalgamation between Ujjivan Financial Services Limited (UFSL) and Ujjivan Small Finance Bank Limited (USFB/ Bank) being effective from the appointed date being April 01,2023, the authorised share capital of the Bank increased as a result of transfer of Rs 1,250,000,000 authorised capital from UFSL to the Bank. Further the authorised preference share capital Rs 2,000,000,000 of the Bank has also been added to the authorised equity share capital, accordingly as on date the authorised share capital of the Bank is Rs 26,250,000,000 divided into 2,625,000,000 equity shares of Rs 10/- each.
Following are details of increase in the paid-up capital during the FY 2024-25:
| Sr Particulars | Amount (in Rs) |
| 1 Paid-up Capital at the beginning of the Financial Year (post merger)* | 19,314,285,090 |
| 3 Equity Shares allotted under the ESOP Scheme 2019 during the FY 2024-25 | 35,751,340 |
| 4 Paid-up Capital at the end of the Financial Year | 19,350,036,430 |
*Note: Pursuant to the effect of the Scheme of amalgamation, 1,440,036,800 equity shares and 200,000,000preference shares of the Bank held by UFSL are extinguished. Consequent to the aforesaid, the paid-up equity capital of the Bank is revised to Rs 19,314,285,090.
B. ISSUE OF EQUITY SHARES OR OTHER CONVERTIBLE SECURITIES
During the FY 2024-25, following equity shares were issued and allotted:
| Sr Particulars of Equity Shares allotted under the ESOP Scheme 2019 allotted on following dates: | No. of shares | Total Nominal Price (in Rs) | Total Issue Price including premium (in Rs) |
| 1 April 04, 2024 | 366,608 | 3,666,080.00 | 9,732,337.75 |
| 2 June 11,2024 | 773,567 | 7,735,670.00 | 21,649,024.95 |
| 3 July 09, 2024 | 1,266,134 | 12,661,340.00 | 39,754,382.40 |
| 4 August 08, 2024 | 154,454 | 1,544,540.00 | 3,986,078.75 |
| 5 September 09, 2024 | 194,971 | 1,949,710.00 | 5,430,521.72 |
| 6 October 09, 2024 | 277,670 | 2,776,700.00 | 7,627,718.45 |
| 7 November 06, 2024 | 63,899 | 638,990.00 | 1,892,311.60 |
| 8 December 12, 2024 | 17,893 | 178,930.00 | 400,800.65 |
| 9 January 08, 2025 | 21,297 | 212,970.00 | 507,660.40 |
| 10 February 08, 2025 | 219,702 | 2,197,020.00 | 4,681,166.65 |
| 11 March 12, 2025 | 218,939 | 2,189,390.00 | 5,324,394.10 |
| TOTAL | 3,575,134 | 35,751,340 | 100,986,397.42 |
C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AND/OR SWEAT EQUITY SHARES
During the FY 2024-25, the Bank has neither issued any equity shares with differential rights nor any sweat equity shares.
D. EMPLOYEE STOCK OPTIONS/ SHARE BASED EMPLOYEE BENEFIT SCHEMES
The Bank has formulated and implemented ESOP 2019 Scheme and ESPS 2019 Scheme to reward the employees of the Bank, and employees of its present or future subsidiary(ies) and/or holding company(ies), for their association and performance as well as to motivate them to contribute to the growth and profitability of the Bank.
ESOP 2019 Scheme:
The Bank, pursuant to the resolutions passed by the Board on January 22, 2019 and by the Members on March 29, 2019, adopted the ESOP 2019 Scheme. The Bank in its 4th Annual General Meeting held on September 02, 2020 has ratified the ESOP 2019 Scheme as required under the SEBI (Share Based Employee Benefits) Regulations, 2014. The Bank may grant an aggregate number of up to 144,000,000 stock options under the ESOP 2019 Scheme. Upon exercise and payment of the exercise price, the option holder will be entitled for allotment of one equity share per stock option. Accordingly, the number of equity shares that may be issued under the ESOP 2019 Scheme shall not exceed 144,000,000 equity shares of face value 10 each.
The ESOP 2019 Scheme is effective from March 29, 2019. The objectives of ESOP 2019 Scheme are, among others, to attract and retain employees with stock options as a compensation tool. Through ESOP 2019 Scheme, the Bank offers an opportunity of sharing the value created with those employees who have contributed or are expected to contribute to the growth and development of the Bank.
The ESOP 2019 Scheme has been framed and implemented in compliance with provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, now SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, Companies Act, 2013 and rules made thereunder and relevant guidance notes and accounting standards.
During the year, the NRC revised the ESOP Scheme 2019 of the Bank in accordance with Regulation 7(2) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, that permits a Company to vary the terms of the schemes to meet any regulatory requirement without seeking shareholders approval by special resolution. The below para in the ESOP Scheme 2019 under clause 8.2(b) Table Sr. 3 was added to ensure ESOP Scheme 2019 is in line with the RBI guidelines:
"However, in case of options granted to MRTs, the options will get vested to the MRTs as per the vesting schedule without any acceleration in case of their retirement to ensure the compliance of all applicable RBI guidelines."
# MRTs: Material Risk Takers
During the FY 2024-25, following grants have been made to the eligible employees with the approval of the Nomination and Remuneration Committee of the Bank:
| Sr. Date of grant No | Number of options | Price (Rs) |
| 1. May 13, 2024 | 2,848,007* | 33.20 |
| 2. May 13, 2024 | 69,742 | 51.80 |
| 3. August 16, 2024 | 66,375 | 41.92 |
| 4. August 23, 2024 | 1,099,211 | 43.78 |
| 5. March 24, 2025 | 3,040,164 | 34.30 |
| Total | 7,123,499 | - |
*As stated in the Scheme of Amalgamation of Ujjivan Financial Services Limited (Transferor Company) and the Bank (Transferee Company), with respect to the stock options granted to eligible employees by the Transferor Company under its ESOP scheme which remains unexercised upon coming into effect of this Scheme, the Bank has granted 2,848,007 stock options to such eligible employees of Transferor Company taking into account the share exchange ratio and on the same terms and conditions.
As on March 31,2025, 156,133,275 stock options have been granted by the Bank under ESOP 2019 Scheme to eligible employees of the Bank. Following are the details of ESOP 2019 as on March 31,2025:
| Particulars | Details |
| Options granted and valid at the beginning of the year (A) | 102,648,472 |
| Options granted during the year (B) | 7,123,499 |
| Options vested during the year | 16,860,977 |
| Options exercised during the year (C) | 3,272,353 |
| The total number of shares arising as a result of exercise of options | 3,575,134 |
| Options forfeited / lapsed during the year (D) | 9,937,213 |
| Particulars | Details |
| Variation in terms of options | None |
| Money realised by exercise of options (Rs) | 100,986,397 |
| Total number of options in force = (A) + (B) - (C) - (D) | 96,562,405 |
| Details of options granted during the year to: | |
| Key Managerial Personnel | Mr. Sadananda Balakrishna Kamath, CFO was granted 2,872,400 options at a price of Rs 34.33 per option |
| Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year | Nil |
| 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 |
*3,66,608 options exercised in the month of March 2024 was allotted on April 04, 2024.
62,304 options exercised in the month of March 2025 was allotted on April 17, 2025.
The disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 issued by SEBI are available on the website of the Bank at www.uiiivansfb.in.
ESPS 2019 Scheme:
The Bank, pursuant to the resolutions passed by the Board on July 30, 2019 and by the Members on August 03, 2019, adopted the ESPS 2019 Scheme. The ESPS 2019 Scheme has been framed and implemented in compliance with provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 now, SEBI (Share Based Employee Benefits & Sweat Equity) Regulations 2021, Companies Act, 2013 and rules made thereunder and relevant guidance notes and accounting standards.
The objective of the ESPS 2019 Scheme is inter-alia to reward the eligible employees of the Bank and its Holding Company for their association and performance as well as to motivate them to contribute to the growth and profitability of the Bank.
Pursuant to the ESPS 2019 Scheme, the Board is authorised to issue up to 72,001,840 fully paid up equity shares of the face value of Rs 10 each with pari-passu voting rights, to the eligible employees (as defined under the ESPS 2019 Scheme), in accordance with the terms and conditions as may be decided by the Nomination and Remuneration Committee of the Bank.
The Nomination and Remuneration Committee has been entrusted with the responsibility of administering the ESPS 2019 Scheme. No ESPS was granted or exercised during the FY 2024-25.
The disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 issued by the SEBI are available on the website of the Bank at www.uiiivansfb.in.
Further as per Regulation 13 of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the Board of Directors have obtained the certificate from the Secretarial Auditor of the Bank, K Jayachandran, certifying that the schemes have been implemented in accordance with these regulations and in accordance with the resolution of the Bank in the general meeting. The same has been enclosed as "Annexure - 1" to this report.
E. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES OR WARRANTS
During the FY 2024-25, the Bank has not issued any debentures, bonds or any non-convertible securities or warrants. However, the Bank has duly carried out monthly interest payments on the Non-Convertible Debentures (NCDs) having a face value of Rs 100,000 (Indian Rupees One Lakh) aggregating to Rs 3,000,000,000, issued during the FY 2022-23 as per the terms of the said issue.
DILUTION OF PROMOTERS SHAREHOLDING AND REVERSE MERGER
The Honble NCLT, Bengaluru Bench vide its order dated April 19, 2024 had sanctioned the Scheme of Amalgamation ("Scheme") between Ujjivan Financial Services Limited (erstwhile Promoter of the Bank) and the Bank and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.
As per the instructions of the NCLT, the NCLT order copy was filed with the ROC office, Bengaluru, by both the parties on April 30, 2024 and the promoter entity was dissolved without winding up from the even date and the promoter entity was dissolved without winding up. Further all the eligible Shareholders of the Promoter entity was allotted 1,412,702,033 equity shares of the Bank as per the Share Exchange Ratio of 10:116 as stated in the Scheme and the Bank was in receipt of the final listing and trading approval from NSE & BSE on May 17 and 19, 2024 respectively. Also, the Bank through its Trustee i.e., M/s. Catalyst Trusteeship Limited disposed the fractional entitlements of shares of the eligible shareholders of the Promoter entity at the price given below on June 10, 2024 and the net sale proceeds was distributed after applicable deductions to the eligible shareholders of Promoter entity in proportion to their fractional entitlements on June 15, 2024.
| Number of Shares sold | Aggregate Share Price (in Rs) | Gross proceeds (in Rs) | Deductions (in Rs) | Net Proceeds (in Rs) |
| 17,945 | 897,250 | 2.142.s4 | 895,107.16 |
APPLICATION TO RBI FOR UNIVERSAL BANKING LICENSE
Based on the Board approval dated January 23, 2025, the Bank had submitted the formal application to the Reserve Bank of India ("RBI") for obtaining the Universal Banking License as per the RBI Guidelines for on tap Licensing of Universal Banks in the Private Sector dated August 01,2016 read with RBI circular on Voluntary transition of Small Finance Banks to Universal Banks dated April 26, 2024.
CAPITAL ADEQUACY
The Bank is subject to the Basel II Capital Adequacy guidelines (NCAF) as stipulated by RBI. The Capital to Risk Assets Ratio (CRAR) of the Bank is calculated as per the Standardised Approach (SA) for Credit Risk.
CRAR of the Bank is calculated on the basis of RBI NCAF guidelines. The CRAR of the Bank as at March 31,2025 using Risk Weighted Assets for credit risk related exposures only, as required under the operating guidelines of RBI for Small Finance Banks, was 23.10% against a minimum requirement of 15% and Tier I capital ratio was 21,38% against the minimum requirement of 7.5%.
CREDIT RATING
Credit ratings assigned to Long Term Bank Facilities, Subordinated Non-Convertible Debentures and Certificate of Deposit Programme of the Bank as on March 31,2025 with details of changes as on date:
| Instrument Name | Name of Credit Rating Agency | Amount (Rs In Crores) | Rating | Date of Credit Rating | Revision in the Credit Rating during the FY 2024-25 |
| Certificate of Deposit Programme | CRISIL Ratings Limited | 2,500.00 | CRISIL A1 + | 16-02-2023 | None; last reaffirmed on February 16, 2023 |
| Long Term Bank Facilities | CARE Ratings Limited | 500.00 | CARE AA-; Stable | 26-03-2025 | Rating reaffirmed on March 26, 2025 |
| Subordinated Non-Convertible Debentures | CARE Ratings Limited | 500.00 | CARE AA-; Stable | 26-03-2025 | Rating reaffirmed on March 26, 2025 |
| Fixed Deposit | CARE Ratings Limited | 10,000.00 | CARE AA-; Stable | 26-03-2025 | Rating reaffirmed on March 26, 2025 |
TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 & 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the dividend that remains unpaid or unclaimed for a period of seven consecutive years from the date of transfer, are required to be transferred to the Investor Education and Protection Fund (IEPF). As on March 31, 2025, the unclaimed dividend declared by Ujjivan Financial Services Limited (merged with Ujjivan Small Finance Bank Limited) and Bank for the below years are as under:
| Sr. Financial Year | Dividend Type | Unclaimed Dividend (in Rs) |
| 1 FY 2017-18 | Final (UFSL) | 143,090.00 |
| 2 FY 2018-19 | Interim (UFSL) | 221,734.10 |
| 3 FY 2018-19 | Final (UFSL) | 71,163.45 |
| 4 FY 2019-20 | Final (UFSL) | 149,829.30 |
| 5 FY 2022-23 | Interim (UFSL) | 421,608.00 |
| 6 FY 2022-23 | Interim (Bank) | 632,974.35 |
| 7 FY 2022-23 | Final (Bank) | 424,850.57 |
| 8 FY 2023-24 | Interim (UFSL) | 324,474.50 |
| 9 FY 2023-24 | Final (Bank) | 3,080,286.00 |
During the FY 2024-25, unclaimed dividend of Rs 156,920 for the FY 2016-17 for UFSL and 400 equity shares of UFSL that remained unclaimed were transferred to Investor Education and Protection Fund (IEPF).
BOARD AND KEY MANAGERIAL PERSONNEL
Following changes took place in the Board Composition during the FY 2024-25:
| Sr. Name of the Director | Type of change | Effective Date | Remarks |
| 1. Ms. Carol Kripanayana Furtado (DIN: 07587305) | Appointment | May 01,2024 | Appointment as the Whole-Time Director of the Bank. |
| 2. Ms. Mona Kachhwaha (DIN: 01856801) | Appointment | May 18, 2024 | Appointment as an Independent Director of the Bank for the term of 5 (five) years. |
| 3. Mr. Ittira Davis (DIN: 06442816) | Early Retirement | June 30, 2024 | Early retirement from the position of Managing Director & Chief Executive Officer of the Bank. |
| 4. Mr. Sanjeev Nautiyal (DIN: 08075972) | Appointment | July 01,2024 | Appointment as the Managing Director & Chief Executive Officer of the Bank. |
| 5. Mr. Banavar Anantharamaiah Prabhakar (DIN: 02101808) | Re-appointment | August 20, 2024 | Re-appointment as an Independent Director of the Bank for the second term of maximum 5 (five) years. |
| 6. Mr. Ravichandran Venkataraman (DIN: 02064557) | Re-appointment | August 20, 2024 | Re-appointment as an Independent Director of the Bank for the second term of 5 (five) years. |
| 7. Mr. Samit Kumar Ghosh (DIN: 00185369) | Retirement | November 30, 2024 | Retirement on attaining age of 75 years from the position of NonExecutive, Non-Independent Director of the Bank. |
The brief profiles of the Directors are available on the website of the Bank at https://www.uiiivansfb.in/board-of-director.
KEY MANAGERIAL PERSONNEL
As on March 31,2025, pursuant to Section 203 of the Companies Act, 2013, Mr. Sanjeev Nautiyal, Managing Director and CEO, Ms. Carol Furtado, Whole-Time Director, Mr. SB Kamath, Chief Financial Officer and Mr. Sanjeev Barnwal, Company Secretary and Compliance Officer are the Key Managerial Personnel ("KMP") of the Bank.
Following were the changes in the Key Managerial Personnel during the FY 2024-25:
| Sr Name | Position | Effective Date | Remarks |
| 1. Ms. Carol Kripanayana Furtado | WTD | May 01,2024 | Appointment as the WTD and KMP of the Bank |
| 2. Mr. Ittira Davis | MD & CEO | June 30, 2024 | Early retirement from the position of MD & CEO and KMP of the Bank. |
| 3. Mr. Sanjeev Nautiyal | MD & CEO | July 01,2024 | Appointment as the MD & CEO and KMP of the Bank. |
| 4. Mr. MD Ramesh Murthy | CFO | October 07, 2024 | Early retirement from the position of CFO of the Bank. |
| 5. Mr. SB Kamath | CFO | December 05, 2024 | Appointment as the CFO of the Bank. |
The brief profiles of the Key Managerial Personnel are available on the website of the Bank at https://www.uiiivansfb.in/management- team.
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Bank has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations and that they have complied with the code of conduct for independent directors as prescribed under Schedule IV of the Companies Act, 2013.
Further, pursuant to Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors of the Bank have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, to impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence.
In the opinion of the Board, all the Independent Directors meet the criteria with regards to integrity, expertise and experience (including proficiency*) as required under applicable laws.
*All Independent Directors of the Bank have registered themselves in the data bank as specified under Section 150 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014. Few Independent Directors have qualified the prescribed proficiency test. The Independent Directors (not exempted under the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020 as notified on December 18, 2020) are committed to qualify the online proficiency self assessment as required under aforesaid Rule within the prescribed timeline.
The Bank has also received from its directors, a statement that they have complied with the Code of Conduct for Directors and Senior Management of the Bank.
DIRECTOR E-KYC
MCA vide its amendments to the Companies (Appointment and Qualification of Directors) Rules, 2014, had mandated registration of KYC of all Directors. All the Directors of the Bank have complied with said requirement in FY 2024-25.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
The Bank has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the Bank for any breach of fiduciary duty.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 (Ten) times during the FY 2024-25. The meetings of the Board of Directors were convened in accordance with applicable laws and standards and the intervening gap between the said meetings was not exceeding 120 days. The details of Board Meetings are available in the Corporate Governance Report which forms part of the Annual Report of the Bank for the FY 2024-25.
BOARD COMMITTEES
The Bank believes that the Board Committees are pillars of good corporate governance. In pursuit of the highest standard of corporate governance and to comply with the provisions of the Companies Act, 2013, SEBI Listing Regulations and RBI guidelines, the Bank has constituted various statutory and regulatory Board Level Committees. Further, in order to improve the Board effectiveness, efficiency and faster decision making, the Bank has also constituted a few non-statutory and non-regulatory Board Level Committees for better governance and supervision.
As on March 31,2025, the Bank had 11 (Eleven) Board Committees and their applicability under below mentioned statutes are as follows:
| Sr. No. Board Committee | Companies Act, 2013 | SEBI Listing Regulations | RBI Requirements |
| 1. Audit Committee | Yes | Yes | Yes |
| 2. Risk Management Committee | No | Yes | Yes |
| 3. Nomination and Remuneration Committee | Yes | Yes | Yes |
| 4. Stakeholders Relationship Committee | Yes | Yes | No |
| 5. IT Strategy Committee | No | No | Yes |
| 6. Customer Service Committee | No | No | Yes |
| 7. Fraud Committee (Special Committee of Board for Monitoring High Value Frauds) | No | No | Yes |
| 8. Review Committee of Willful defaulters | No | No | Yes |
| 9. Corporate Social Responsibility & Sustainability Committee | Yes | No | No |
| 10. Committee of Directors* | No | No | No |
| 11. Business Strategy Committee | No | No | No |
*The Board has changed nomenclature of Committee of Directors to Credit Committee of Board w.e.f. April 01, 2025.
The details of composition, number of meetings held and date thereof and terms of reference of the above Committees are available in the Corporate Governance Report which forms part of the Annual Report of the Bank for the FY 2024-25.
RECOMMENDATIONS OF AUDIT COMMITTEE
During the FY 2024-25, there was no incidence, where the Board has not accepted any recommendations of the Audit Committee.
BOARD EVALUATION
The Board has carried out an annual evaluation of its own performance, the performance of Board Committees and Individual Directors pursuant to the provisions of Section 178 read with Schedule IV of Companies Act, 2013, Regulation 19 of the SEBI Listing Regulations and applicable RBI guidelines.
The performance evaluation was carried out by the Nomination and Remuneration Committee and by the Board in their meetings held on March 24, 2025.
The approved evaluation formats and criteria are in line with the SEBI Guidance Note on Evaluation dated January 05, 2017.
The Nomination and Remuneration Committee has laid down comprehensive parameters for evaluation, a few of which are listed below:
I. The Board: Composition, structure, meetings, functions, management and professional development, ethics and compliance among others.
II. The Committees: Mandate & Composition, effectiveness, structure, meetings, independence of the committee, contribution to decision making of the Board, among others.
III. Individual directors (including Chairperson, Independent Directors and Non-Independent Directors):
Leadership, Commitment, Contribution, Experience, Expertise, Independence, Integrity, Attendance, Responsibility, Flow of Information among others.
The performance of the Board and Board Committees was evaluated after seeking inputs from all the directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the approved criteria for evaluation. In addition, the Chairman and Managing Director & CEO were also evaluated on the key aspects of their roles. Performance evaluation of Directors was done by the Nomination and Remuneration Committee and entire Board, excluding the Director being evaluated. The Committee evaluated the performance of Directors and noted that:
i. The Directors had requisite competency, qualification, commitment and integrity.
ii. The Directors had long term vision, industry knowledge and expertise and were wholly committed and provided ethical leadership to the Bank.
iii. The Directors had the ability to function as a team.
iv. Further, the Directors were regular in attending meetings and contributed effectively during the discussions.
v. There was no apparent conflict of interest and that they expressed their opinion freely.
Further, performance of Non-Independent Directors, the performance of the Board as a whole, the performance of the Chairman and quality, quantity and timeliness of the flow of information between the Banks Management and its Board were also evaluated.
REMUNERATION OF DIRECTORS AND EMPLOYEES
The remuneration being paid to the MD & CEO and Whole Time Director are in conformity with the RBI approval.
The remuneration of Non-Executive Directors was paid only by way of sitting fees which is within the limit prescribed under Section 197(5) of the Companies Act, 2013 and RBI Guidelines on Review of Fixed Remuneration granted to Non-Executive Directors (NEDs) dated February 09, 2024.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure-2. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the disclosures in terms of Rule 5(2) and (3) as mentioned above. The same is available for inspection and any Member interested in obtaining a copy of the Annexure may write to the Company Secretary of the Bank at corporatesecretarial@uiiivan.com
REMUNERATION RECEIVED BY THE MANAGING DIRECTOR/WHOLE-TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY
During the FY 2024-25, the MD & CEO has not received any remuneration or commission from the erstwhile Promoter i.e., Ujjivan Financial Services Limited.
The Bank had no subsidiary company during the FY 2024-25.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Complying with Regulation 25(7) of SEBI Listing Regulations and RBI guidelines, no introductory familiarisation programmes were conducted during the FY 2024-25 as there were no new Independent Directors appointed on the Board during this period. However, the Bank has conducted various training programmes for its Directors including the Independent Directors during the FY 2024-25.
The details of such programmes are available on the website of the Bank at https://www.uiiivansfb.in/corporate-governance-policies
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by the Bank, work performed by the internal, statutory and secretarial auditors, reviews performed by the Management and the relevant Board Committees, the Board, in concurrence with the Audit Committee, is of the opinion that the Banks internal financial controls were adequate and effective as on March 31,2025.
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board, to the best of its knowledge, hereby confirms and states that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit and loss of the Bank for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION POLICY
The Bank pursuant to the provisions of Section 178(3) of the Companies Act, 2013, Regulation 19 of SEBI Listing Regulations and RBI Requirements has formulated and adopted a Nomination and Remuneration Policy on directors appointment and remuneration and the criteria for determining qualification, positive attributes and independence of directors, which is available on the website of the Bank at www.uiiivansfb.in/corporate-governance-policies.
Leadership Development and Succession Planning:
Alongside the ongoing Leadership Development Programme EDGE that aims to identify high performers and assess their potential and suitability for leadership roles at Ujjivan, the Bank is also building a robust leadership pipeline through high-potential talent identification, succession planning at both management and Board level, and experiential learning opportunities. As part of this initiative, the Bank continues to undertake an extensive exercise to identify gaps in successors for critical positions and actively addresses the gaps by leveraging market mapping and targeted talent acquisition to ensure readiness for future transitions under the direct guidance of the Nomination and Remuneration Committee of the Bank.
RISK MANAGEMENT
The Risk Management Committee ("RMC") of the Board comprises of experienced directors from diverse backgrounds who bring in the best risk management practices to the Bank. The RMC presently comprises of 7 (seven) directors out of which 5 (five) are Independent Directors.
The RMC fulfils its roles and duties through various management level risk committees. Risk-specific management level committees have also been constituted such as the Credit Risk Management Committee (CRMC), Operational Risk Management Committee (ORMC), Asset Liability and Market Risk Committee (ALCO), Enterprise Risk Management Committee (ERMC), Information Security Committee and Business Continuity Management Committee. These committees are entrusted with the task to identify, measure, mitigate and monitor various risks on a day-to-day basis. There is also a National Controls and Compliance Committee (NCCC) comprising of control function heads which meets at regular intervals to deliberate on common risks identified across the Bank.
The frequency, members and the quorum required for these management level committees are furnished in the respective risk policies and the charter. These committees meet at regular intervals to assess and monitor the levels of risk pertaining to market, credit and operations. In the last FY, the number of meetings, both at Board committee level and at Management level, far exceeded the required minimum, to review and address issues and risks that emerged in a changing environment.
The Bank has identified the following risks as Pillar I risks, in line with the RBI NCAF guidelines:
• Credit Risk
• Operational Risk
• Market Risk
In addition to the above-mentioned Pillar-I risks, the Bank also monitors the following second order or derived risks (Pillar II Risks) using specialised methodologies. The Bank has onboarded specialised personnel for monitoring the same and a comprehensive analysis is undertaken under its Internal Capital Adequacy and Assessment Process (ICAAP).
• Liquidity Risk
• Interest Rate Risk in Banking Book
• Concentration Risk
• Outsourcing Risk
• Strategic Risk
• Reputational Risk
• Underestimation of credit risk
• Compliance risk
• People Risk
• IT and Information Security risks
• Emerging Risks such as Climate Risk, ESG risk, Model risk and Fintech risks.
The Banks Risk Management Framework is based on a clear understanding of the above risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practises. The Bank has oversight on all the risks through regular monitoring of Key Risk Indicators and benchmarks/ tolerance/appetite against each type of risk.
Further, the Board reviews the Risk Management Framework of the Bank and verifies adherence to various risk parameters and compliances at least at quarterly intervals or more frequently if the situation so warrants. The RMC provides a recommendation to approve risk-related policies, including the quarterly/half-yearly/annual review reports of major risks.
From a governance perspective, the Bank has in place an effective risk management policy(s) which is duly approved by the Board, that highlights the functions, implementation and role of the Risk Management Committee of the Board and the Board of Directors.
In compliance to the Pillar-III requirements, the Bank has in place a Board approved policy on Disclosures that addresses its approach for determining what disclosures it will make and the internal controls over the disclosure process.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Banks Whistle Blower Policy allows employees, directors, other stakeholders of the Bank such as customers, NGOs, the Group (if any), Joint Ventures (if any), Suppliers, Contractors, NGOs and members of the public to report matters such as genuine grievances, corruption, fraud, misconduct, and instances of leakage of unpublished price sensitive information, misappropriation of assets and non-compliance of code of conduct of the Bank or any other unethical practises.
Utmost protection has been accorded to the whistle blowers and their identities are kept confidential.
The Policy also further provides an adequate safeguard against victimisation to the Whistle Blower and enables them to raise concerns and also provides an option of direct access to the Chairperson of the Audit Committee.
Name and Address of the Whistle and Ethics Officer Ms. Chandralekha Chaudhuri Ujjivan Small Finance Bank Ltd.
Grape Garden, No. 27, 3rd A Cross, 18th Main, 6th Block, Bangalore - 560095, Karnataka Email- chandralekha.chaudhuri@uiiivan.com
Protected disclosures against the Whistle and Ethics Officer need to be addressed to the Managing Director and CEO of the Bank and the protected disclosure against the Managing Director and CEO of the Bank are required to be addressed to the Chairperson of the Audit Committee.
Name and Address of MD & CEO of the Bank
Mr. Sanjeev Nautiyal
Ujjivan Small Finance Bank Limited
Grape Garden, No. 27, 3rd "A" Cross, 18th Main,
6th Block, Koramangala, Bengaluru - 560095,
Karnataka
Email: sanieev.nautiyal@uiiivan.com
Name and Address of the Chairperson of the Audit Committee
Ms. Sudha Suresh,
C1, Farvella Apartments, 92/1 Lavelle Road 3rd Cross, Bangalore - 560001 Email: sudha.suresh@uiiivan.com
During the FY 2024-25, no one has been denied access to the Chairperson of the Audit Committee.
The Whistle Blower Policy is available on the website of the Bank at www.uiiivansfb.in/corporate-governance-policies
The confidentiality of those reporting violations is strictly maintained and they are not subjected to any discriminatory practice.
The status of the whistle blower complaints received and resolved by the Bank:
| Particulars for FY 2024-25 | Number of Complaints |
| Number of Whistle Blower Complaint at the beginning | 0 |
| Number of Whistle Blower Complaint received during the year | 22 |
| Number of Whistle Blower Complaint resolved during the year | 20 |
| Number of Whistle Blower Complaint at the end | 2* |
* The investigation got completed in the two cases during April2025.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Bank has laid down certain guidelines, policies, processes and structures to enable the implementation of appropriate internal financial controls across the Bank. These control processes enable and ensure orderly and efficient conduct of the Banks business, including the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. There are control assessments for both the Banks critical operating processes and IT applications, including ERP applications, wherein the transactions are approved and recorded. These controls are both manual and automated. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively.
Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material mis-statements in financial reporting due to error or fraud may occur and may not be detected. Also, evaluation of the internal financial controls is subject to the risk that the internal financial control may become inadequate because of changes in conditions or that the compliance with the policies or procedures may deteriorate.
The Bank has, in all material respects, an adequate internal financial controls system which was considerably enhanced during the FY 2024-25 and such internal financial controls were operating effectively based on the internal control criteria established by the Bank considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.
NO FRAUDS REPORTED BY THE AUDITORS
During the FY 2024-25, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee/Board or Central Government any instances of material fraud in the Bank by its officers or employees under Section 143(12) of the Companies Act, 2013.
DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
A. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
There were no Subsidiary Company, Associate Company and Joint Venture of the Bank during the FY 2024-25.
B. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
No company became or ceased to be Subsidiary Company, Associate Company and Joint Venture of the Bank during FY 2024-25.
DEPOSITS
The Chapter V of the Companies Act, 2013 does not apply to the Bank. During the FY 2024-25, the Bank has accepted deposits from the public in the ordinary course of its banking business. The details of the deposits are enumerated in the Financial Statement for the FY 2024-25.
Being a banking company, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Section 73 and 74 of the Companies Act, 2013 are not applicable to the Bank.
PARTICULARS OF LOANS, GUARANTEES AND/OR INVESTMENTS
The provisions of Section 186 of Companies Act, 2013 except sub-section (1) do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business.
RELATED PARTY TRANSACTIONS AND CONTRACTS/ARRANGEMENTS
There was no materially significant related party transaction entered between the Bank and its related parties, except for those disclosed in the financial statement.
All the contracts/arrangements/transactions entered by the Bank with the related parties during the FY 2024-25 were on arms length basis; accordingly, the disclosure of particulars of contracts/ arrangements entered into by the Bank with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 is not applicable.
The Bank has formulated a Policy on Materiality of Related Party Transactions which forms part of the Policy on dealing with Related Party Transactions is available on the website of the Bank at www.uiiivansfb.in/corporate-governance-policies.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Bank has a duly constituted CSR Committee with 5 (Five) Directors out of which 4 (Four) are Independent Directors. The details of the changes in the composition of the CSR Committee during the FY 2024-25 have been provided in the Corporate Governance Report which forms part of the Annual Report for the FY 2024-25.
The Bank has formulated its CSR policy pursuant to Section 135(4) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, in accordance with the approach and direction given by the Board of the Bank, taking into account the recommendations of its CSR Committee, and including guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan.
The said Policy is available on the website of the Bank at www.uiiivansfb.in/corporate-governance-policies.
The detailed Annual Report on the CSR activities for the FY 2024-25 is annexed to this Report as Annexure-3.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
Ujjivan has been actively pursuing various initiatives aimed at achieving its goal of reducing power consumption by 20% by 2030. The Sanchaya Programme, a sincere effort towards Energy conservation has been relaunched in Q3 FY 2024-25 at corporate and regional offices to reduce energy usage. Through this initiative, the Bank has saved 7% of electricity in Q3 from that of the previous years consumption in units. In addition, the Bank closely monitors the usage of desktops and laptops, ensuring that they are switched off when not in use. The use of LED lighting continues as part of our ongoing efforts to improve energy efficiency. During the FY 2024-25, the Bank also renovated its corporate main building, diligently incorporating sustainability practises throughout the process. Through installation of energy efficient appliances like Sensor-based lighting, VRV AC systems, HVAC Timing & temperature control systems etc, close monitoring of the usage and imparting consistent awareness on mindful consumption among employees and staff members have enabled us to save about 30% in our renovated corporate Main block from that of last FY.
B. TECHNOLOGY ABSORPTION
In FY 2024-25, Ujjivan Small Finance Bank scaled up its RPA efforts significantly, achieving a 40% increase in the number of new processes automated (from 15 to 21) compared to the previous year. The Bank also enhanced 6 existing RPA processes, maintaining its momentum in process optimisation.
These initiatives resulted in a 72.5% rise in man-hours saved, with over 88,000 hours freed up during the year, and a 70.7% increase in cost savings, crossing the Rs14 Crores mark. Departments such as Operations, Micro Banking, Vigilance, Finance, Credit, IT, Risk, and HR continued to leverage RPA to drive scale and efficiency.
Current year we have focused on driving projects under three KPIs
• Operational Efficiency
Processes involving high volumes and repetitive actions were automated to improve turnaround time and reduce manual dependencies. This includes automation of user ID generation across critical applications, and backend reconciliation work for a fintech partner—leading to faster execution and significant reduction in staff effort.
• Compliance & Control
Regulatory-focused processes were automated to ensure timely, consistent execution and adherence to guidelines. A daily compliance task in Treasury—mandated by RBI—was fully automated, improving accuracy and audit readiness. Additionally, cheque clearing operations were automated with increased frequency, aligning with regulatory expectations and reducing the risk of delay or error.
• Accuracy & Reliability
Manual, error-prone reporting and communication tasks were digitised to ensure consistency. Training compliance reports, previously created manually by L&D, are now generated automatically with mapped data inputs. Email reminders for performance appraisals and goal-setting activities were also automated to ensure timely action and higher process completion rates.
These achievements underscore the Banks strategic focus on digital transformation through intelligent automation, delivering tangible business value year over year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the FY 2024-25, 682 transactions (Inward & Outward) were processed adding up to USD 58.23 Lakh during the period. It resulted in an exchange income of Rs 61.06 Lakhs for the Bank. Total Foreign Exchange Outward was USD 54.37 Lakh during the FY 2024-25.
SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS
During the FY 2024-25, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Bank and its operations in future.
However, basis the receipt of the Shareholders approval of the Bank and Ujjivan Financial Services Limited (erstwhile Promoter) on the Scheme of Amalgamation between the erstwhile Promoter and Bank, a second motion petition was filed with the Honble NCLT, Bengaluru Bench for final sanction of the Scheme. Further, the Honble NCLT, Bengaluru Bench granted its final sanction vide its order dated April 19, 2024 sanctioning the Scheme of Amalgamation between the erstwhile Promoter and the Bank.
AUDITORS
A. STATUTORY AUDITORS
Pursuant to the receipt of the RBI approval vide its letter dated April 15, 2024, the Members of the Bank, in the 8th Annual General Meeting held on July 26, 2024, appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (FRN 117365W) and M/s Abarna & Ananthan, Chartered Accountants (FRN 000003S) as the Joint Statutory Auditors of the Bank for a period of 3 (three) consecutive financial years until the conclusion of 11th (Eleventh) AGM of the Bank to be held in the Financial Year 2027-28, subject to approval of the RBI on an annual basis, pursuant to the RBI Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs).
The policy of the Bank on "Appointment of Statutory Auditors" is available on the website of the Bank at www.uiiivansfb.in/ corporate-oovernance-Dolicies
Report of the Statutory Auditors
The Statutory Audit of the Bank for the FY 2024-25 was conducted jointly by M/s Deloitte Haskins & Sells, Chartered Accountants (FRN 117365W) and M/s Abarna & Ananthan, Chartered Accountants (FRN 000003S).
The Auditors Report on the financial Statements of the Bank for the FY 2024-25 does not contain any qualification, reservation or adverse remark. The Auditors Report, enclosed with the financial statement, forms part of the Annual Report for the FY 2024-25.
SECRETARIAL AUDITOR
Mr. K. Jayachandran, Practicing Company Secretary (ACS No.: 11309 and Certificate of Practise No.: 4031) was appointed as the Secretarial Auditor of the Bank in the meeting of the Board held on July 25, 2024 to conduct Secretarial Audit of the Bank for the FY 2024-25 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder and Regulation 24A of SEBI Listing Regulations. The Bank provided all assistance and facilities to the Secretarial Auditor for conducting the audit.
The Secretarial Audit Report is annexed to this Report as Annexure - 4.
ANNUAL RETURN
In accordance with Section 134(3) and Section 92(3) of the Companies Act, 2013 and pursuant to Companies (Amendment) Act, 2017, a copy of the Annual Return for the FY 2024-25 is available on the Banks website at www.uiiivansfb.in/annual-return
DESPATCH OF ANNUAL REPORT
Pursuant to the latest applicable circulars issued by the MCA and SEBI, in relation to Relaxation from compliance with certain provisions of the SEBI Listing Regulations relaxing the requirement of dispatching physical copies of the Annual Report and the Notice convening the AGM to Shareholders. Members who wish to have physical copy may write to the Company Secretary of the Bank at corporatesecretarial@uiiivan.com or submit a written request to the Registered Office of the Bank. In accordance with the aforesaid circulars, the weblink of the Annual Report and the Notice convening the AGM of the Bank is being sent in electronic mode only to members whose e-mail address is registered with the Bank or the Depository Participant(s). Those members, whose email address is not registered with the Bank or with their respective Depository Participant(s) and who wish to receive the Notice of the AGM and the Annual Report for the financial year ended March 31, 2025, can get their email address registered by following the steps as detailed in the Notice convening the AGM. The Annual Report of your Bank shall be available on the Banks website viz., https://www.uiiivansfb.in/annual-report
COMPLIANCE WITH SECRETARIAL STANDARDS
The Bank has complied with the provisions of Secretarial Standards specified by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs under Section 118(10) of the Companies Act, 2013. The Bank has also complied with the provisions of Secretarial Standard-4 on voluntary basis.
HUMAN RESOURCES
The Bank prioritises service mantra both internally and externally. While technology plays a pivotal role in the effort, its employees are the catalyst of change and progress at the Bank. People practises are derived from the Banks core values; integrity, responsible, fairness, respect, professionalism and teamwork. The Bank is driven to build better lives both for its customers and employees. This drive has bestowed many accolades to the Bank.
Uyivan SFB has been recognised as one of Indias TOP 25 best places to work in the BFSI sector for 2025 as per the study conducted by Great Place To Work? Institute
In FY 2024-25, the Uyivan SFB marked significant progress across key HR and employee engagement initiatives. A Trust Index score of 92 was achieved under the GPTW aspiration rankings, voluntary attrition rates improved with an overall reduction of 3.72% compared to
FY 2023-24 (FY-19.42%) and voluntary Infant attrition control rate was reduced from 6.26% from FY 2023-24 to 4.22% for the FY 2024-25. Staffing was efficiently managed, closing the year at 95% of the budgeted headcount. Employee satisfaction remained strong, with a score of 86 on the Amber and HR processing salaries and benefits with 99.99% accuracy and 100% on-time and operational efficiency was further enhanced by reducing the FFS TAT time by 1.24 days from (FY-10.62 days).
A total of 53 HR digitisation projects were successfully implemented, collectively saving 7,960 man-hours. Learning and development initiatives reached new industry benchmarks, with employees averaging 38.9 learning hours the highest in the industry with 42,120 employees receiving training.
Talent development saw a career growth with 9% of the employee in the organisation through the Internal Job Posting (IJP) route and non IJP growth and 107 high-potential employees were identified under the EDGE programme. Additionally, physical engagement efforts such as branch visits and town halls were reduced in the frequency of branch representative meetings from quarterly to semi-annual, with Advent of the Amber feedback mechanism.
CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT
The Bank recognises its role as a corporate citizen and endeavours to adopt the best practises and the highest standards of Corporate Governance through transparency in business, ethics and accountability to its shareholders, customers, government, regulators and all other stakeholders. The Banks activities are carried out following good corporate practises and the Bank is constantly striving to make them better and adopt the best practises.
The Bank believes that timely reporting, transparent accounting policies and a strong Independent Board go a long way in preserving shareholders trust and maximising long-term corporate value.
In pursuing the mission "to provide financial services to the unserved and underserved customers as a responsible mass market bank focused on building a sustainable tomorrow", the Bank has been balancing its dual objectives of "social" and "financial goals since its inception. "Responsible financing", "ethical values" and "transparency" in all its dealings with its customers, lenders, investors and employees have been the cornerstone of its operations. Transparency in the decision-making process has been providing comfort to all stakeholders, particularly the customers, lenders and investors.
The Report on Corporate Governance for FY 2024-25 as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of the Annual Report for FY 2024-25. The disclosure as required under Section II of Part II of Schedule V of the Companies Act, 2013 have been provided under the heading of Remuneration of Directors in the aforesaid Corporate Governance Report.
A Business Responsibility and Sustainability Report containing the requisite details as per Regulation 34 (2) of the SEBI Listing Regulations forms part of the Annual Report for the FY 2024-25 and is also disclosed on the Banks website at www.uiiivansfb.in.
Further, as a responsible bank, Ujjivan believes in creating a sustainable environment and making a positive social impact. The Bank understands the importance of integrating environmental, social, and governance (ESG) factors into its operations and decision-making processes. Thus, the Bank disclosed its maiden voluntary report to disclose its sustainability performance which is a testament to transparency and accountability for FY 2022-23. The report for the FY 2024-25 will be published shortly and the same will be made available at the website of the Bank at https://www.uiiivansfb.in/sustainabilitv-initiatives.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 and Schedule V of SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of the Annual Report for the FY 2024-25.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Bank has a strict Prevention of Sexual Harassment ("POSH") Policy in accordance with the statutory requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This Policy applies to all categories of employees of the Organisation, including permanent employees, permanent management, workmen, temporary employees, trainees (interns), consultants, advisers, ad hoc employees, daily wage earners, probationers, apprentices, contract employees, etc., at its workplace or visits to partner organisations. This Policy recognises the right of privacy of every individual and will strive to protect the privacy of the individuals involved and ensure that the complainant and the respondent are treated fairly. The Policy ensures that the career interest of the parties involved in any proceedings under this Policy will not be adversely affected merely on account of the complaint made to the Internal Committee or any evidence provided in connection with any enquiry; however strict action will be taken against the Respondent if proven guilty post the enquiry process.
The status on the complaints received and resolved by Internal Committee during the FY 2024-25:
| Number of Complaints | Number of Complaints Resolved | Number of Complaints Pending for Resolution |
| 16 | 12 | 4 |
Composition of Internal Committees
The Bank has constituted Internal Committees (IC) in each of the regions For all administrative units/branches/regional offices of the Bank. All complaints of Sexual Harassment at the Workplace are enquired into by the IC having jurisdiction over the establishment where the Respondent is posted. The IC forwards a report of its findings to the Employer for action. Each Regional IC consists of the following members:
• Presiding Officer: who shall be a woman employed at a senior level in the region.
• Secretary: who shall be the Regional HR Manager.
• 2 Members: From amongst Employees in the region, preferably committed to the cause of women/having legal knowledge/ experience in social work.
• 1 Independent Member: Nominated from amongst NGOs/associations committed to the cause of women or a person familiar with the issues relating to Sexual Harassment.
Other Members: Additional members may be co-opted, if required, from amongst Employees working in senior positions in the region, especially from business, operations and control functions
Functions of IC
The Committee is expected to conduct a fair, prompt and impartial process of investigating all the complaints it receives. During a redressal process, the Complaints Committee/s are required to assure confidentiality, non-retaliation and recommend interim measures as needed to conduct a fair enquiry.
POLICIES
To ensure better corporate governance, adherence to various laws and regulations as applicable to the Bank and better management of the organisation as a whole, the Bank has formulated various policies including the policies mentioned below. These policies are available on the Banks website at www.uiiivansfb.in/corporate-governance-policies.
A brief description of below mentioned policies/code have been given in Annexure-5 of this Report.
1. Policy for Determination of Materiality of Event/Information for Disclosures
2. Code of Conduct for Prevention of Insider Trading and Code of Fair Disclosure and Conduct
3. Corporate Social Responsibility Policy
4. Nomination and Remuneration Policy
5. Policy on Board Diversity
6. Policy on Code of Conduct
7. Related Party Transactions Policy
8. Dividend Distribution Policy
9. Familiarisation Programme
10. Policy on Archival of Documents
11. Record Retention Policy
12. Whistle Blower Policy
13. Terms and Conditions of Appointment of Independent Directors
14. Policy on Appointment of Statutory Auditors
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
The Bank has obtained a certificate from K. Jayachandran, Practicing Company Secretary, certifying that the Bank has complied with the conditions of the Corporate Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and other applicable regulations of Chapter IV pertaining to Corporate Governance and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations for the FY 2024-25.
The certificate is annexed to this Report as Annexure-6.
KEY INITIATIVES WITH RESPECT TO STAKEHOLDER RELATIONSHIP, CUSTOMER RELATIONSHIP, ENVIRONMENT, SUSTAINABILITY, HEALTH AND SAFETY
While key initiatives on customer relationship and health and safety have been detailed below. Information on initiatives concerning stakeholders relationship, environment and sustainability, have been elaborated in the Business Responsibility and Sustainability Report of the Bank which forms part of the Annual Report for the FY 2024-25.
We prioritise exceptional customer service and unwavering commitment to deliver outstanding experiences. We strive to be a customercentric organisation by continuously evolving to meet the changing needs of our customers. This is achieved by nurturing our people, refining our processes, and leveraging technology, all guided by customer feedback and market insights. To operationalise this commitment, weve established a dedicated Service Quality department. This team plays a vital role in enhancing customer experience across business verticals, maintaining rigorous service standards, efficiently addressing customer grievances and ensuring compliance with regulatory guidelines on customer service and protection. This department is instrumental in driving our customer-centric vision, ensuring that every interaction with our bank is seamless and satisfying.
To provide seamless and convenient banking experience, the Bank has launched new alternate/digital channels for customer servicing. These include launch of WhatsApp Banking, Chat Banking, Video Banking in addition to existing channels such as Phone Banking, Internet and Mobile Banking. Since alternate and digital channels provide convenience to customers as they can avail service at their comfort 24/7 without visiting our branches, the Bank has promoted alternate/digital channels through various customer awareness initiatives and marketing. As a result, usage of alternate/digital channels for fulfilment of service request, queries, complaints and feedback has improved to 49% in FY 2024-25 compared to 44% in FY 2023-24.
Continuous Improvements in Customer Service Standards: Our relentless focus on delivering superior service standards has enabled us to maintain high levels of quality and consistency across all our offerings. To drive this commitment, weve established and refined a comprehensive Service Index programme that encompasses both external and internal customer service. This programme applies to each business vertical and key support functions, incorporating key parameters that impact customer service delivery and satisfaction.
Over the past 7 years, our Service Index programme has evolved to become a unique best practise in the industry. A robust governance structure supports our customer service commitment, with clear targets for improving service index scores at both functional and bankwide levels. These targets are integral to our performance management framework, with key performance metrics tied to the MD & CEO, business/function heads, frontline managers, sales and service staff. This structured approach ensures accountability and drives continuous improvement in customer service across the organisation.
The various cross-functional initiatives at people, process and technology level have helped in achieving substantial improvements in Bank Level Service Index to highest ever score of 93 points (out of 100) in March 2025 from 89 in March 2024 and 85 in March 2023.
The number of complaints in FY 2024-25 had decreased by 21% compared to FY 2023-24 and 14% compared to FY 2022-23.
Resolution of customer service requests within standard turn-around-time has improved to 95% in FY 2024-25 from 94% in FY 2023-24 and 90% in FY 2022-23.
The resolution of customer complaints within standard turn-around time has improved to 99% in FY 2024-25 from 98% in FY 2023-24 and 96% in FY 2022-23.
Aajeevan Services - An Approach to Life Events Based Banking Services
We understand that life events, whether joyful or saddening, require empathy, support, and assurance. To address this need, weve implemented "Aajeevan," a unique life-events-based banking programme that provides personalised services to help customers navigate lifes milestones with ease.
Aajeevan offers a range of services, including: nomination facilities, joint accounts, settlement of claims for deceased account holders, settlement of insurance claims, priority and doorstep services for senior citizens and specially abled customers, special services like adding mandate holders or power of attorney.
This programme is built on empathy and compassion, aiming to provide financial well-being while fostering long-term relationships with our customers. Weve also focused on simplifying processes and training our staff to deliver efficient and empathetic service.
To ensure successful implementation, weve conducted a specially designed one-day workshop on Aajeevan services year on year. For FY 2024-25, we have conducted training for 934 customer-facing and sales staffs in 46 batches. This training emphasises empathy and efficiency, enabling our staff to provide exceptional support to our customers during lifes significant events.
Over the years, the promotion of Aajeevan services has helped in improvement of resolution of Aajeevan service requests to 99% in FY 2024-25 and FY 2023-24 from 94% in FY 2022-23.
New initiatives undertaken to provide seamless customer service and safety of digital transactions:
The customers can make PFMS (Public Financial Fund Management System) payments from BNB platform for transacting of the funds received through subsidy.
Additional security has been added to BNB through Captcha Login to protect the customers from spam & password decryption.
One stop solution for corporate clients has been provided by enabling the service of Direct Tax payment in Business Net Banking platform. Development of Pre-filled Service Request Form for Policy Refunds in Finacle Application to reduce the errors at branches while filling the Premium refund form.
The trainings on Secured Assets Servicing were completed for the shortlisted branch staffs, successfully covered 236 employees in 14 batches.
Customer Connect and Awareness:
• As an ongoing customer awareness programmes, the Bank has launched various customer awareness campaigns such as;
• Installation of antivirus software
• Avoid unsecured network
• Verify if the message is official
• A significant increase in spam calls were reported across the country for updating KYC through fraudulent APK files from unknown source. To address this concern and ensure our customers are aware of such incidents, a customer awareness campaign was conducted through SMS and emailers on safety measures while using digital channels including not to share banking credentials over suspicious links.
Bank has been conducting a monthly customer service committee as "Lets Connect" which provide a vital platform for customers to share feedback, voice grievances and suggest improvements in banking services. 78,358 customers from various product segment had participated in these meetings across our branches in FY 2024-25. Feedbacks received during these meetings were reviewed and implemented as necessary. During these meetings, the customers were also educated on key customer service aspects such as reporting and awareness on unauthorised transcations, awareness on Aadhar Enabled Payment Services (AePS), Positive Pay System (PPS), Form 15G/H, Key features of WhatsApp and Video Banking.
Facilitating accessibility to digital payment systems For Customers with Disabilities
The Bank provides doorstep banking services for differently abled customers, including the visually impaired, and senior citizens, covering both financial and non-financial services. Financial services include cash delivery, cash pick up, DD delivery and cheque pick up, while nonfinancial services include mobile/e-mail update, KYC update, e-mail statement registration, Form 15G/H submission and also customers can avail upto four doorstep banking services per month. Priority services are also offered at branches for these customers and information regarding the availability of priority services is displayed at branches.
Health and Safety
The Bank considers Health and Safety of its employees very important and various initiatives have been taken with this objection over the years. Following are a few highlights of the same:
• Fire extinguishers are in place as per the defined protocols in all the offices & branches across PAN India with half yearly fire drill conducted only in RO and HO. The same is carried out only in regional offices and the awareness is created among the branch employees. To ascertain adequacy and quality of the safety measures, an audit has been conducted by third party every quarter.
• Towards providing better work environment to the employees and customers, all the URCs are installed with Air conditioners & preventive maintenance of all the electric equipments across branches conducted periodically - 95% of the URCs are equipped with ACs.
• For the specially-abled customers & employees, 29 ramps have been constructed across PAN India branches. - 125 ramps are available across the country.
• Deep cleaning & Pest control services were rendered at the branches that were older than 5 years. - Deep cleaning & Pest control services are being done once in a quarter.
Considering the health of the employees, 20+ branches in the North have been installed with RO water purifiers for drinking water - It is 30+ branches.
Cash-settled Stock Appreciation Rights Agreement (CSARs)
During the year, with the prior approval of the RBI, the NRC of the Bank through its resolution passed on January 13, 2025 granted 23,09,415 CSARs to Mr. Ittira Davis, former MD & CEO of the Ujjivan bank towards the non-cash portion of the approved variable pay for the FY 2023-24; details of the CSAR granted are given below:
| Sr No. Particulars | Details |
| 1 Non-Cash Variable Pay | Rs 20,100,000 |
| 2 No. of CSARs | 2,309,415 |
| 3 Base Price per CSAR | Rs 35.49 (FMV as on Jan 10, 2025) |
| 4 Appreciation to be settled in cash | Market Price as on date of Vesting less Base Price |
| 5 Payout Period | 90 days from the date of Vesting of CSARs |
CSAR Vesting schedule
| Dates of Vesting | Percentage of Vesting | No. of CSARs to be vested |
| Jan 10, 2026 | 20% of CSARs granted | 461,883 |
| Jan 10, 2027 | 20% of CSARs granted | 461,883 |
| Jan 10, 2028 | 30% of CSARs granted | 692,825 |
| Jan 10, 2029 | 30% of CSARs granted | 692,824 |
Employees Safety Measures
As an employee first organisation, Ujjivan conducts annual health check-up for all its employees once in two years. This annual health check-up is followed up by the Partner by providing free consultation on the reports and also advising employees with high-risk reports. To support its employees, Ujjivan also has a facility of 24x7 "Doctor on Call" teleconsultation This facility has been made available for employees and their dependents to consult doctors during emergencies. While the services were available for physical ailments.
Apart from that the QRT (Quick Response Team) which was activated during the start of the pandemic still monitors the environment & health related concerns across regions and issues guidelines to employees as and when required.
OTHER DISCLOSURES
A. The Bank is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
B. Disclosure as required under Rule 8(5)(xi) and 8(5)(xii) of the Companies (Accounts) Rules, 2014 does not apply to the Bank for FY 2024-25.
C. None of the directors of the Bank are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013, SEBI Listing Regulations and RBI guidelines.
ACKNOWLEDGEMENT
We place on record our gratitude to our employees at all levels who have contributed to the growth and sustained success of the Bank through their dedication, hard work, cooperation and support.
We would like to thank all our customers, vendors, bankers, investors, auditors, media and other business associates for their continued support and encouragement during the year.
We also thank the Government of India; the Government of Karnataka; the Ministry of Commerce and Industry; the Ministry of Finance, Ministry of Corporate Affairs; the Securities and Exchange Board of India, the Stock Exchanges, the Central Board of Indirect Taxes and Customs; the RBI; the Central Board of Direct Taxes and all other government agencies for their support during the FY 2024-25 and look forward to their continued support in future.
| For and on behalf of the Board of Directors | |
| Sd/- | Sd/- |
| B A Prabhakar | Sanjeev Nautiyal |
| Part-Time Chairman and Independent Director | MD & CEO |
| DIN:02101808 | DIN:08075972 |
| Date: April 30, 2025 | |
| Place: Bengaluru |
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