Company and the 8th Annual Report of Jana Small Finance Bank REPORT
standalone financial statements for the
financial year ended 31st March 2025.
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 Bank's capital increased due to exercise of ESOPs.
No other capital raised was undertaken during the year.
Details of capital augmentation is as under:
Mr. Dinesh Patwari has been appointed as an Independent Director
effective from 22nd 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 Board's 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 Bank's 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 Bank's 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 Bank's 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:
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