| 
                                                        
 Dear Members, 
The Board of Directors ("the Board") is pleased to present the 30th
Annual Report of AU Small Finance Bank 
Limited ("Your Bank"/"the Bank"), encompassing an overview of Bank's
operations, key financial highlights 
along with the Audited Financial Statements and the Independent Auditors' Report for the
financial year ended 
March 31, 2025. 
A. Financial Summary & Highlights 
The summary of the financial performance of your Bank for FY 2024-25 is presented
below: 
(Hin Crore) 
  
    Particulars  | 
    March 31, 2025 | 
    March 31, 2024 | 
   
  
    Deposits and Borrowings  | 
    1,35,928.44 | 
    92,661.49 | 
   
  
    Advances  | 
    1,07,092.48 | 
    73,162.65 | 
   
  
    Total Assets  | 
    1,57,845.67 | 
    1,09,425.67 | 
   
  
    Total Income  | 
    18,590.04 | 
    12,251.86 | 
   
  
    Interest Income  | 
    16,063.73 | 
    10,554.71 | 
   
  
    Other Income  | 
    2,526.31 | 
    1,697.14 | 
   
  
    Interest Expenditure  | 
    8,052.15 | 
    5,397.63 | 
   
  
    Operating Expenses (excluding depreciation)  | 
    5,698.70 | 
    4,239.36 | 
   
  
    Profit before Depreciation, Provisions and Tax  | 
    4,839.19 | 
    2,614.87 | 
   
  
    Depreciation  | 
    258.51 | 
    225.44 | 
   
  
    Provision for Income Tax  | 
    682.13 | 
    464.71 | 
   
  
    Other Provisions and Write-offs  | 
    1,792.62 | 
    389.99 | 
   
  
    Net Profit  | 
    2,105.93 | 
    1,534.72 | 
   
  
    Add: Additions on Amalgamation  | 
    538.14 | 
    - | 
   
  
    Appropriations  | 
     | 
     | 
   
  
    Transfer to Statutory Reserve  | 
    526.48 | 
    383.68 | 
   
  
    Transfer to Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961  | 
    180.00 | 
    130.00 | 
   
  
    Transfer to Capital Reserve  | 
    53.44 | 
    7.32 | 
   
  
    Transfer to Investment Reserve Account  | 
    - | 
    8.77 | 
   
  
    Transfer to Investment Fluctuation Reserve  | 
    39.01 | 
    52.50 | 
   
  
    Deduction due to Amalgamation adjustments  | 
    5.00 | 
    - | 
   
  
    Dividend pertaining to previous year paid during the year  | 
    74.31 | 
    66.70 | 
   
  
    Dividend (in H) (Per Equity Share)  | 
    1.00 | 
    1.00 | 
   
  
    Surplus carried over to Balance Sheet  | 
    6,938.71 | 
    5,172.88 | 
   
  
    Earnings Per Share (EPS) (in ?) (After excluding Exceptional
    Items not annualized)  | 
     | 
     | 
   
  
    Basic (in H)  | 
    28.32 | 
    22.98 | 
   
  
    Diluted (in H)  | 
    28.24 | 
    22.86 | 
   
 
Key Performance Highlights 
Your Bank witnessed growth and consistent performance 
in FY 2024-25. The key financial performance indicators 
for the year are as follows: 
 Net Interest Income (NII) grew to H8,011.58 Crore for 
FY-2024-25 vis-a-vis H5,157.09 Crore for FY 2023-24. 
 Net Profit After Tax increased to H2,105.93 Crore for 
FY 2024-25 vis-a-vis H1,534.72 Crore for FY 2023-24 
(post considering pre-tax exceptional impact of H76.80 
Crore in Q4 FY2024 towards erstwhile Fincare merger 
related expense). 
 Balance sheet size grew to H1,57,845.67 Crore as on 
March 31, 2025 vis-a-vis H1,09,425.67 Crore as on 
March 31, 2024. 
 Deposits grew to H1,24,268.54 Crore and CASA ratio 
stood at 29.17% as on March 31, 2025 against 33.41% 
as on March 31, 2024. 
 Gross Advance grew to H1,08,778.17 Crore and Credit 
to Deposit ratio* stood at 86.18% as on March 31, 2025 
against 83.92% as on March 31, 2024. 
* Credit to Deposit ratio (excluding Re-Finance) stood at 78.49% as 
on March 31, 2025 against 78.31% as on March 31, 2024. 
Notes: 
1. Figures of previous year have been regrouped/reclassified 
wh erever n e cess a ry to confo rm to the c urrent p e rio d 's 
classification. 
2. Previous year numbers are not directly comparable due to 
erstwhile Fincare merger being effective from April 01, 2024. 
Analysis of Bank's performance is covered in 
Management Discussion & Analysis section of the 
Annual Report. 
B. Business Overview 
Amidst a challenging global macroeconomic 
environment, the Indian economy is exhibiting a 
quickening growth momentum, with resilience and 
financial stability. Despite facing certain headwinds 
such as inflationary pressures and geopolitical 
uncertainties, the Indian economy remains on a 
positive trajectory, positioning itself as a key player 
in the global economic landscape. With a prudent 
fiscal policy and a conducive business environment, 
India is poised to sustain its growth momentum and 
solidify its position as a major economic force in 
the years to come. The government's initiatives to 
boost manufacturing, infrastructure development, 
and digital transformation have propelled the 
economy forward, attracting both domestic and 
foreign investment. 
The financial sector played a crucial role in supporting 
this growth, contributing to overall economic 
stability and development. The optimistic economic 
environment presents ample opportunities for small 
finance banks in India to contribute to financial 
inclusion and economic development. 
With a stable GDP growth rate, controlled inflation, 
easing liquidity and monetary conditions and 
a strong focus on infrastructural development, 
India remains a bright spot in an uncertain global 
landscape. Additionally, India's corporate and 
financial sectors have stronger balance sheets than 
before the pandemic. These figures highlight the 
Indian economy's resilience and positive trajectory 
during the specified period. 
During the financial year 2024-25, your Bank 
demonstrated resilience and steady growth amidst a 
challenging economic and operational environment 
marked by persistent interest rate pressures, tight 
liquidity conditions, climate related disturbances and 
uncertain global macro trends. Your Bank exhibited 
sustained performance across key metrics, including 
asset and deposit growth, profitability, and digital 
products for higher engagement with customers. 
Noteworthy highlights include the successful launch 
of innovative banking products like AU ivy', AU 
Eternity' and Green deposits titled 'Planet First', 
along with strategic initiatives such as the 'Soch 
Badlo aur Bank Bhi' brand campaign and the merger 
of erstwhile Fincare Small Finance Bank ('Fincare 
SFB'). Your Bank remains focused on sustainable 
growth, leveraging its strong regulatory compliance 
framework, technological investments, and strategic 
partnerships to fortify its position in the market and 
deliver consistent returns to stakeholders. 
Your Bank is delighted to inform that following the 
successful Amalgamation of erstwhile Fincare SFB 
as on April 01, 2024, your Bank has evolved into a 
formidable banking franchise, greatly expanding its 
reach to over 1.13 Crore customers across 21 States & 
4 Union Territories. With a network of 2,456 Banking 
touchpoints, your Bank is committed to provide top 
notch services through a dedicated workforce of 
50,000+ employees. This merger has paved a way for 
your Bank to extend its presence into South India, 
significantly broadening its distribution network. 
This increased footprint of Branches and touchpoints 
will enhance Bank's ability to provide diverse range 
of products and services to a larger customer base, 
solidifying its market position and helping to realise 
its aspirations of PAN India Banking franchise. 
The key business developments and segment-wise 
position of business and its operations are covered in 
detail under the Management Discussion & Analysis 
section of the Annual Report. 
C. Update on the Amalgamation of Erstwhile 
Fincare Small Finance Bank Limited with Bank 
Following the successful amalgamation of erstwhile 
Fincare Small Finance Bank Limited ("Transferor 
Bank") into and with the AU Small Finance Bank 
Limited ("Transferee Bank" or "your Bank"), the 
consolidated entity has completed one year of its 
operation as a unified Banking institution. Your Bank 
with this strategic merger has achieved strong and 
diversified retail banking franchise with a wide reach 
across India and have augmented your Bank's portfolio 
with microfinance, mortgages, and gold loans, while 
leveraging erstwhile Fincare SFB's rural distribution 
network and your Bank's digital capabilities. The 
combined entity has achieved synergies in deposits, 
technology, and efficiency, ultimately benefiting key 
financial metrics. 
Integration Phases: 
Amalgamation became effective on April 1, 2024 
(the "Effective Date") and your Bank has undertaken 
a structured and strategic approach towards post- 
merger integration. The primary focus has been on 
seamlessly consolidating operations, standardizing 
internal processes, and fostering a unified 
organizational culture across all functional areas. To 
facilitate this, your Bank developed a comprehensive, 
phased integration roadmap that outlined key 
milestones, timelines, and responsibilities. This 
roadmap is being diligently followed, ensuring that 
operational alignment and systems harmonization to 
cultural integration and stakeholder communication 
is executed in timely and coordinated manner. These 
efforts have been instrumental in driving synergies, 
enhancing operational efficiency, and reinforcing 
your Bank's commitment to delivering consistent 
value to its stakeholders. Phase 1 included erstwhile 
Fincare payment systems (CTS, IMPS, AePS, NACH/ 
e-Nach, ATM/POS/ECOM, UPI, NEFT/RTGS) which 
was successfully integrated into AU SFB's payment 
system and Phase 2 of IT consolidation and Integration 
is in progress. 
D. Dividend 
Pursuant to Regulation 43A of the SEBI (Listing 
Obligations and Disclosure Requirements) 
Regulations, 2015 ("Listing Regulations") and 
Reserve Bank of India ("RBI") guidelines, your Bank 
has formulated and adopted a Dividend Distribution 
Policy. This policy aims to strike a balance between 
rewarding Your Bank's shareholders by distributing a 
portion of profits whilst ensuring that adequate funds 
are retained for the sustainable growth of your Bank. 
The same can be viewed on the website of the Bank at 
https://www.aubank.in/investors/secretarial-policies. 
In line with the aforementioned policy and considering 
your Bank's financial performance during the 
FY 2024- 25, the Board at its meeting held on April 
22, 2025 recommended a dividend of 10% (H 1 per fully 
paid-up Equity Share of H10 each) for the year ended 
March 31, 2025. This recommendation will be placed 
before the shareholders for approval at the upcoming 
Annual General Meeting ("AGM") of your Bank. 
In terms of the provisions of the Income Tax Act, 
1961, the dividend income is taxable in the hands 
of the members and the dividend will be paid to the 
members by your Bank after deduction of tax at 
source ("TDS") at the applicable rates. 
E. Credit Rating 
The details of credit rating assigned to your Bank for debt instruments issued and
outstanding as on 
March 31, 2025 along with outlook are given below: 
  
    Nature of Debt instrument  | 
    Nature of Term | 
    CRISIL Ratings | 
    India Ratings | 
    CARE Ratings | 
    ICRA Limited | 
   
  
    Fixed Deposits  | 
    Long-Term | 
    CRISIL AA+/Stable | 
    - | 
    - | 
    - | 
   
  
    Long-Term/ Subordinated 
    Debt/ Tier II Bond  | 
    Long-Term | 
    CRISIL AA/Stable | 
    IND AA/Stable | 
    CARE AA/ 
    Stable | 
    ICRA AA/ 
    Stable | 
   
  
    Certificate of Deposits  | 
    Short-Term | 
    CRISIL A1+ | 
    IND A1+ | 
    CARE A1+ | 
    - | 
   
 
Note: 
 Post Amalgamation, all NCDs of erstwhile Fincare SFB have been transferred to
your Bank, accordingly ratings have been upgraded by 
India Ratings and CARE on April 10, 2024 and by ICRA Limited on May 17, 2024. 
 CRISIL reaffirmed the above credit ratings of the Bank on April 10, 2024 and on
April 2, 2025. 
 The India Ratings have reaffirmed the above credit ratings of your Bank April
10, 2024 and September 09, 2024 and November 29,2024 
 The CARE has reaffirmed the above credit ratings of your Bank on April 10, 2024,
August 14, 2024, October22, 2024 and January 14, 2025. 
 The ICRA have reaffirmed the above credit ratings of your Bank on February 27,
2025 
 Further, new credit rating has been assigned for proposed issue of Tier II Bond
by CARE and ICRA on January 14, 2025 and February 27, 
2025 respectively. 
 The above rating details can be accessed on the website of the Bank at https://www.aubank.in/credit-rating 
F. Change in Nature of Business 
During the year under review, there were no changes 
in the nature of business of your Bank. 
G. Transfer to Reserves 
In consonance with the RBI regulations and other 
applicable regulations, your Bank has proposed 
transferring the following amounts to various 
reserves for the financial year ended March 31, 2025 
as mentioned below: 
  
    Amount transferred to  | 
    Amount 
    (J In crores) | 
   
  
    Statutory Reserve  | 
    526.48 | 
   
  
    Transfer to Special Reserve U/s 36 (1) (viii)  | 
    180 | 
   
  
    Transfer to Capital Reserve  | 
    53.44 | 
   
  
    Transfer to Investment Reserve Account  | 
    - | 
   
  
    Transfer to Investment Fluctuation Reserve  | 
    39.01 | 
   
 
H. Transfer to the Investor Education and 
Protection Fund ("IEPF") 
In accordance with Section 124 and 125 of the 
Companies Act, 2013 ("Act") read with the Investor 
Education and Protection Fund ("IEPF") Authority 
(Accounting, Audit, Transfer and Refund) Rules, 2016 
(as amended from time to time), all the equity shares 
of your Bank in respect of which dividend amounts 
have not been paid or claimed by the shareholders 
for seven consecutive years or more are required to 
be transferred to demat account of IEPF Authority. 
There was no unclaimed/unpaid dividend or shares of 
your Bank liable to be transferred to the IEPF during 
the FY 2024-25. 
Further, the details of amount relating to unclaimed 
dividends and the dates by which such dividend can 
be claimed by the shareholders from your Bank are 
mentioned under Report on Corporate Governance 
appended with Board's Report as Annexure-i. 
Further, details of the unclaimed/un-encashed 
dividends lying in the unpaid dividend accounts as 
on end of the financial year are available on website 
of the Bank at https://www.aubank.in/unclaimed- 
dividend-page 
I. Deposits 
As a Banking company, your Bank is not subject to 
disclosures pertaining to deposits as required under 
Rule 8(5)(v) & (vi) of the Companies (Accounts) 
Rules, 2014 read with Sections 73 and 74 of the 
Act and the Companies (Acceptance of Deposits) 
Rules, 2014. The details of the deposits received and 
accepted by your Bank as a Banking company have 
been disclosed in the financial statements for the 
financial year ended March 31, 2025 forming part of 
this Annual Report for FY 2024-25. 
J. Capital Structure & Fund Raising 
Authorised Share Capital 
During the period under review, there was no change 
in the Authorised Share Capital of your Bank and 
as on March 31, 2025, the Authorised Share Capital 
of your Bank stood at H1,200 Crore comprising 
1,20,00,00,000 equity shares of H10 each. 
Paid-up Capital 
In accordance with the Scheme of Amalgamation 
of erstwhile Fincare SFB with and into your Bank, 
7,35,25,352 equity shares of face value H10 each were 
issued and allotted to the shareholders of erstwhile 
Fincare SFB on April 01, 2024. 
Further during the period under review, your Bank 
issued and allotted 18,42,728 equity shares of face 
value of H10 each pursuant to exercise of Employee 
Stock Options (ESOPs) under different ESOP 
Schemes ("Schemes"). Consequently, the total 
issued, subscribed and Paid-up Equity Share Capital 
("PUSC") of your Bank has increased by H75.37 Crore 
and accordingly PUSC stood at H744.53 Crore as on 
March 31, 2025, comprising of 74,45,30,531 equity 
shares of H10 each. 
Non-convertible Debentures ("NCDs") 
During the year, your Bank has successfully raised 
H770 Crore by issuing 77,000 9.2% unsecured, rated, 
listed, redeemable, subordinated, non-convertible 
lower Tier II bonds in the nature of Non-Convertible 
Debentures and categorized as Tier II capital under 
the BASEL II Framework having a Face Value of 
H1,00,000 each for cash by way of private placement. 
Also, your Bank has redeemed Non-Convertible NCDs 
of H75 crores in total during the year under review. 
Details of outstanding NCDs as on March 31, 2025, includes NCDs of erstwhile Fincare
SFB, transferred to your 
Bank pursuant to Amalgamation becoming effective from April 01, 2024 are as follows: 
  
    Sr. ISIN  | 
    Series | 
    Amount 
    (J in Crore) | 
    Date of Allotment | 
    Date of Maturity | 
   
  
    1. INE949L08418  | 
    - | 
    500 | 
    November 30, 2018 | 
    May 30, 2025 | 
   
  
    2. INE949L08442  | 
    Series I | 
    350 | 
    August 03, 2022 | 
    August 03, 2032 | 
   
  
    3. INE949L08434  | 
    Series II | 
    100 | 
    August 03, 2022 | 
    August 13, 2032 | 
   
  
    4. INE949L08426  | 
    Series III | 
    50 | 
    August 03, 2022 | 
    August 23, 2032 | 
   
  
    5. INE519Q08152*  | 
    - | 
    100 | 
    September 30, 2019 | 
    September 30, 2025 | 
   
  
    6. INE519Q08160*  | 
    - | 
    49 | 
    June 15, 2023 | 
    December 15, 2028 | 
   
  
    7. INE519Q08178*  | 
    - | 
    75 | 
    July 05, 2023 | 
    January 05, 2029 | 
   
  
    8. INE519Q08186*  | 
    - | 
    50 | 
    August 09, 2023 | 
    February 09, 2029 | 
   
  
    9. INE519Q08194*  | 
    - | 
    60 | 
    August 23, 2023 | 
    February 23, 2029 | 
   
  
    10. INE949L08459  | 
    - | 
    770 | 
    March 28, 2025 | 
    March 28, 2035 | 
   
  
    Total  | 
     | 
    2,104 | 
     | 
     | 
   
 
* ISINs are listed under the name of AU Small Finance Bank w.e.f. April 12, 2024 and
the notification was issued by BSE in this regard can be 
accessed at https://www.bseindia.com/markets/MarketIn
fo/DispNewNoticesCirculars.asDx?Dage=20240409-4 
K. Employee Stock Option Schemes 
Your Bank has instituted multiple Schemes, all of 
which have received requisite approval from the 
shareholders. These Schemes are structured in 
accordance with the SEBI (Share Based Employee 
Benefits and Sweat Equity) Regulations, 2021, as 
amended from time to time, with the objective of 
enabling employees to participate in your Bank's 
long-term growth and financial success. 
At your Bank, employee engagement and retention 
are key strategic priorities. The Bank believes that 
fostering a sense of ownership among employees 
not only enhances their commitment and job 
satisfaction but also contributes significantly to 
improved productivity and sustained organizational 
performance. Through these initiatives, the Bank aims 
to cultivate a culture of shared success and long-term 
value creation. 
The grant of Employee Stock Options under the 
approved Schemes is subject to the review and 
approval of the Nomination and Remuneration 
Committee ("NRC"), in accordance with the Bank's 
Compensation Policy. Options are awarded as part 
of the Annual Performance Review cycle and at the 
time of hiring, based on a comprehensive evaluation 
of several parameters including the employee's scale, 
designation, performance ratings, grade, tenure 
of service, strategic importance of the role, and 
overall contribution to Bank's performance etc. This 
structured and merit-based approach has helped in 
aligning employees with Bank's long-term objectives 
and thereby reinforcing a culture of performance 
and accountability. 
Following are the Employee Stock Option Schemes in 
force as on March 31, 2025: 
 Employee Stock Option Scheme 2015 - Plan A 
(ESOP 2015 - Plan A) 
 Employee Stock Option Scheme 2015 - Plan B 
(ESOP 2015 - Plan B) 
 Employee Stock Option Scheme 2016 - (ESOP 2016) 
 Employee Stock Option Scheme 2018 - (ESOP 2018) 
 Employee Stock Option Scheme 2020 - (ESOP 2020) 
 Employee Stock Option Scheme 2023 - (ESOP 2023) 
The details of vesting of various schemes are as follows: 
  
    ESOP Scheme & Plan  | 
    Vesting Period | 
    % of vesting of 
    options | 
   
  
    ESOP 2015 - Plan A  | 
    1 year from the date of grant or at the time of IPO whichever is later | 
    20% | 
   
  
     | 
    Expiry of 1 year from 1st vesting | 
    30% | 
   
  
     | 
    Expiry of 2 years from 1st vesting | 
    50% | 
   
  
     | 
    Total | 
    100% | 
   
  
    ESOP 2015 - Plan B  | 
    1 year from the date of grant or at the time of IPO whichever is later | 
    20% | 
   
  
     | 
    Expiry of 1 year from 1st vesting | 
    30% | 
   
  
     | 
    Expiry of 2 years from 1st vesting | 
    50% | 
   
  
     | 
    Total | 
    100% | 
   
  
    ESOP 2016  | 
    Options granted under this scheme would vest after one year but not
    later than six 
    years from the date of grant of options | 
     | 
   
  
    ESOP 2018  | 
    Options granted under this scheme would vest after one year but not
    later than six 
    years from the date of grant of options | 
    Refer Note  | 
   
  
    ESOP 2020  | 
    Options granted under this scheme would vest after one year but not
    later than six 
    years from the date of grant of options | 
   
  
    ESOP 2023  | 
    Options granted under this scheme would vest after one year but not
    later than six 
    years from the date of grant of options | 
     | 
   
 
Note: Options granted may be exercised within four years from the date of first vesting
of the options under ESOP 2015 and six years from 
the date of first vesting of the options under ESOP 2016, ESOP 2018, ESOP 2020 and ESOP
2023. Vesting is as per terms of grant approved 
by NRC in the grant letter issued to employees and NRC is empowered to change the vesting
period in case of corporate action such as 
A malgama tion. 
The Brief Details of Existing ESOP Schemes as on March 31, 2025 are given below: 
  
    Particulars  | 
    ESOP 2015 
    - Plan A | 
    ESOP 2015 
    - Plan B | 
    ESOP 2016 | 
    ESOP 2018 | 
    ESOP 2020 | 
    ESOP 2023 | 
   
  
    Date of Shareholders Approval  | 
    31-Aug-15 | 
    31-Aug-15 | 
    10-Oct-16 | 
    07-Aug-18 | 
    23-Dec-20 | 
    30-Apr-23 | 
   
  
    Total Number of Options 
    approved  | 
    38,75,483 | 
    50,93,437 | 
    31,71,733 | 
    80,60,529 | 
    99,96,200 | 
    2,00,00,000 | 
   
  
    Total Number of options 
    outstanding at the Beginning of 
    the period@  | 
    0 | 
    1,96,800 | 
    13,89,718 | 
    28,01,033 | 
    91,91,678 | 
    37,67,044 | 
   
  
    Total No. of Options granted 
    (during FY 2024-25)  | 
    50,000 | 
    28,000 | 
    67,551 | 
    1,44,001 | 
    8,67,015 | 
    57,86,439 | 
   
  
    The Pricing Formula  | 
    Rs 10.11 per share | 
    H 16.69 per share | 
    Market price linked# | 
    Market price linked | 
    Market price linked | 
    Market price linked | 
   
  
     | 
     | 
    (Rs 33.37 per share prior to Bonus) | 
     | 
     | 
     | 
     | 
   
  
    Options Vested 
    (during FY 2024-25)@  | 
    0 | 
    39,100 | 
    5,17,110 | 
    3,03,819 | 
    20,99,704 | 
    19,60,788 | 
   
  
    Options Exercised & allotted 
    (during FY 2024-25)  | 
    0 | 
    31,300 | 
    3,94,088 | 
    6,26,087 | 
    1,31,259 | 
    6,59,994 | 
   
  
    Total No of shares arising as a 
    result of exercise of option  | 
    0 | 
    31,300 | 
    3,94,088 | 
    6,26,087 | 
    1,31,259 | 
    6,59,994 | 
   
  
    Options lapsed/ Forfeited (during 
    FY 2024-25) (Available for 
    re-issue)@  | 
    0 | 
    20,500 | 
    1,14,120 | 
    1,54,167 | 
    8,90,464 | 
    7,88,239 | 
   
  
    Total No. of options exercisable at 
    the end of the year@  | 
    0 | 
    33,800 | 
    8,00,796 | 
    16,67,457 | 
    34,83,004 | 
    12,13,690 | 
   
  
    Total No of options outstanding 
    at the end of the year@  | 
    50,000 | 
    1,73,000 | 
    9,49,061 | 
    21,64,780 | 
    90,36,970 | 
    81,05,250 | 
   
  
    Variation in terms of options  | 
     | 
    There is no variation in terms of options during the year  | 
     | 
   
  
    Money realized by exercise of 
    Options during FY (in H)  | 
    0 | 
    5,22,397.00 | 
    10,24,21,939.00 | 
    20,15,31,857.50 | 
    7,36,05,605.00 | 
    23,50,08,917.00 | 
   
 
  
  
    Particulars  | 
    ESOP 2015 
    - Plan A | 
    ESOP 2015 
    - Plan B | 
    ESOP 2016 | 
    ESOP 2018 | 
    ESOP 2020 | 
    ESOP 2023 | 
   
  
    Total No of Options granted to 
    KMPs  | 
    Please refer Note  | 
   
  
    Any other employee who 
    received a grant in any one year 
    of options amounting to 5% or 
    more of options granted during 
    that year  | 
    Nil | 
    Nil | 
    Nil | 
    Nil | 
    Nil | 
    Nil | 
   
  
    Identified employees who are 
    granted options, during any one 
    year equal to or exceeding 1% 
    of the issued capital (excluding 
    outstanding warrants and 
    conversions) of your Bank at the 
    time of grant  | 
    Nil | 
    Nil | 
    Nil | 
    Nil | 
    Nil | 
    Nil | 
   
  
    Diluted Earnings Per Share (EPS) 
    of the Company after considering 
    the effect of potential equity 
    shares on account of exercise of 
    Options  | 
    Please refer to point no. 24 of B. Other Disclosures of
    Schedule 18 of 
    Notes to accounts to Audited Financial Results for FY 2024-25  | 
   
  
    Impact of the difference between 
    the Intrinsic Value of the Options 
    and the Fair Value of the Options 
    on Profits and on EPS  | 
    Please refer to point no. 24 of B. Other Disclosures of
    Schedule 18 of 
    Notes to accounts to Audited Financial Results for FY 2024-25  | 
   
  
    Weighted average share/exercise 
    price of the shares exercised 
    during the year (in H)  | 
     | 
    16.69 | 
    259.90 | 
    321.89 | 
    560.77 | 
    356.08 | 
   
  
    Weighted average fair values of 
    the outstanding options (in H)  | 
    Please refer to point no. 24 of B. Other Disclosures of
    Schedule 18 of 
    Notes to accounts to Audited Financial Results for FY 2024-25  | 
   
 
@ In terms of SEBI circular dated June 15, 2021 regarding relaxation from the
requirement of minimum vesting period in case of death of 
employee(s) and provisions of the SEBI (Share-Based Employee Benefit and Sweat Equity)
Regulations, 2021, options granted to employees 
who have demised, have been vested in the legal heirs or nominees of the deceased
employees immediately. The numbers given above include 
the options vested in legal heirs/nominees of deceased employees. 
# Pricing for ESOP Scheme 2016 was changed from fixed price of H140 to market linked
price with the approval of shareholders obtained in the 
Annual General Meeting held on July 19, 2019. 
Note 
  
    Sr. No. Name of Official  | 
    Designation | 
    Number of Options Granted in ESOP 2023 | 
   
  
    1 Uttam Tibrewal  | 
    Whole Time Director and Deputy CEO | 
    1,35,503 | 
   
  
    2 Vimal Jain  | 
    Chief Financial Officer | 
    20,000 | 
   
  
    3 Manmohan Parnami  | 
    Company Secretary | 
    17,000 | 
   
  
    Grand Total  | 
     | 
    1,72,503 | 
   
 
In accordance with SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended, 
necessary disclosures are made in Schedule 18 - Notes forming part of the financial
statements for FY 2024-25 
and are included in the annual report and also disclosed on the website of your Bank at
https://www.aubank. 
in/reports/disclosures. 
L. Details of Board and Key Managerial 
Personnel ("KMP") 
The composition of the Board is regulated by 
a combination of the provisions of the Act, the 
Banking Regulation Act, 1949 ("BR Act"), the Listing 
Regulations and other applicable laws, and the 
Articles of Association of your Bank. As of March 31, 
2025, the Board consisted of 10 Directors, including 7 
Independent Directors and 2 Executive Directors and 
a Non-Executive Non-Independent Director. 
During FY 2024-25 and after the end of financial year 
up to the date of this report, the following changes 
took place in the Board and Key Managerial Personnel 
of your Bank: 
I. Appointments 
1. Mr. Divya Sehgal (DIN: 01775308) was appointed 
as an Additional Director (Non-Executive Non- 
Independent) of your Bank to hold office for a 
period of 3 years with effect from April 01, 2024 
up to March 31, 2027. 
Further, shareholders vide resolution passed 
through postal ballot dated May 30, 2024, 
approved his appointment as Non-Executive and 
Non-Independent Director, not liable to retire by 
rotation, with effect from April 01, 2024. 
2. Mr. Nandkumar Saravade (DIN: 07601861) 
was appointed as an Additional Director (Non- 
Executive Independent) of your Bank to hold 
office for a period of 3 years with effect from 
May 31, 2025 subject to approval of shareholders 
in the ensuing Annual General Meeting. 
Mr. Nandkumar Saravade is an IT expert and the 
Board is of the opinion that he is a person of 
integrity, expertise, and competent experience 
and proficiency to serve your Bank as an 
Independent Director strengthening the overall 
composition of the Board. 
3. Mr. Jagajit Mangal Prasad (DIN: 11146660) 
was appointed as an Additional Director 
(Non-Executive Independent) of your Bank to 
hold office for a period of 3 years with effect from 
July 01, 2025 subject to approval of shareholders 
in the ensuing Annual General Meeting. 
The Board is of the opinion that Mr. Jagajit 
Mangal Prasad is an HR expert and a person of 
integrity, expertise, and competent experience 
and proficiency to serve your Bank as an 
Independent Director strengthening the overall 
composition of the Board. 
II. Re-appointments 
1. The Board at its meeting held on August 17, 2024, 
on recommendation of NRC, and after evaluating 
the performance of Mr. Harun Rasid Khan ("H.R. 
Khan") (DIN: 07456806) has approved and 
recommended his re-appointment as Part Time 
Chairman and Independent Director of your 
Bank for a second term of 3 (three) consecutive 
years from December 28, 2024 upto December 
27, 2027 (both days inclusive), for the approval 
of the Members. He shall not be liable to retire 
by rotation during his tenure as an Independent 
Director. The same has been approved by the 
members vide resolutions passed through the 
postal ballot on October 24, 2024. Further, 
his re-appointment as Part Time Chairman is 
also approved by the RBI vide its letter dated 
December 19, 2024. 
The Board is of the opinion that Mr. H.R. Khan is 
a person of integrity, expertise, and competent 
experience and proficiency to serve your Bank as 
an Independent Director and Part-time Chairman. 
Further, Mr. H.R. Khan's presence on the Board 
has greatly benefited your Bank in improving the 
governance framework and advancing financial 
inclusion initiatives. His active involvement as 
Chairman/member of various Board Committee 
such as the Committee for Financial Inclusion, Risk 
Management Committee, NRC, and Corporate 
Social Responsibility Committee among others 
has significantly contributed to informed 
decision-making and effective oversight. 
2. The Board at its meeting held on March 07, 
2025, on recommendation of NRC, and after 
evaluating the performance of Mr. Kamlesh 
Shivji Vikamsey (DIN: 00059620), during his first 
tenure as an Independent Director, has approved 
and recommended his re-appointment as an 
Independent Director of your Bank for a second 
term of 5 (five) consecutive years from April 25, 
2025 to April 24, 2030 (both days inclusive), for 
the approval of the Members and he shall not 
be liable to retire by rotation during his tenure 
as an Independent Director. The same has been 
approved by the members vide special resolution 
passed through postal ballot on April 10, 2025. 
The Board is of the considered view that 
Mr. Kamlesh Shivji Vikamsey possesses the 
requisite integrity, professional expertise, 
proficiency and extensive experience to serve 
effectively as an Independent Director of your 
Bank. His deep domain knowledge and strategic 
acumen have been instrumental in guiding your 
Bank's governance and operational frameworks. 
III. Others 
1. Mr. Rajeev Yadav was appointed as Deputy 
CEO and categorised as Senior Management 
Personnel ("SMP") of the Bank w.e.f. April 01, 
2024 as a part of key terms & conditions of the 
Scheme of Amalgamation of erstwhile Fincare 
SFB into and with your Bank. 
IV. Directors Retiring by Rotation 
In accordance with the provisions of Section 
152 of the Act, Mr. Sanjay Agarwal, Managing 
Director & CEO, retired by rotation at the 
previous AGM and shareholders approved his 
re-appointment. Further, Mr. Uttam Tibrewal, 
Whole-Time Director & Deputy CEO of your Bank 
shall retire by rotation at the ensuing AGM and 
being eligible for reappointment, offers himself 
for re-appointment. 
Except as aforesaid, no other change took place 
in the Board or in Key Managerial Personnel 
("KMP") of your Bank. The composition of 
the Board and Key Managerial Personnel of 
your Bank is in compliance with the applicable 
regulatory norms. 
All the Directors of your Bank have confirmed 
that they satisfy the fit and proper criteria as 
prescribed under the applicable regulations 
and that they are not disqualified from being 
appointed as directors in terms of Section 164(2) 
of the Act. Further, none of the directors have 
been debarred from holding office as director 
by virtue of any order of the SEBI or any 
other authority. 
V. Directors and Officers Liability Insurance 
Policy 
Your Bank has a Directors and Officers Liability 
Insurance Policy which protects Directors 
and Officers of your Bank for any breach of 
fiduciary duty. Further, the Board is apprised 
about the insurance coverage under the said 
policy annually. 
M. Code of Conduct for Directors and SMPs 
I n accordance with Regulation 17(5) of the Listing 
Regulations, your Bank has formulated and adopted 
a Code of Conduct ("Code"), for Directors and SMPs, 
duly approved by the Board. This Code sets forth 
the guiding principles for ethical, transparent, and 
responsible conduct expected from the Directors 
and SMP, including (KMPs), thereby reinforcing a 
culture of fairness, integrity, and accountability within 
the organization. 
All Directors and SMPs have affirmed compliance with 
the Code for the financial year 2024-25. A declaration 
to this effect, signed by the Managing Director & CEO, 
forms part of the Report on Corporate Governance, 
annexed to the Board's Report as Annexure-i. The 
Code is available on the Bank's website at https:// 
www.aubank.in/investors/secretarial-policies. 
N. Number of Meetings of Board 
During the period under review, a total of eleven (11) 
Board Meetings were convened, with none exceeding 
the mandated 120-day interval as mandated under 
the provisions of the Act read with rules made 
thereunder, Secretarial Standard-I issued by the 
Institute of Company Secretaries of India ("ICSI"), 
and Listing Regulations. The dates of these meetings, 
along with attendance details for each Director, have 
been comprehensively disclosed in the Report on 
Corporate Governance annexed as Annexure-i to the 
Board's Report. 
O. Committees of the Board 
Your Bank recognizes the significance of Board 
Committees in fostering strong Corporate 
Governance practices. Accordingly, your Bank has 
constituted various Board Committees to enhance 
the effectiveness & efficiency of the Board and assist 
in decision-making processes. These Committees 
have been formed in compliance of provisions of 
the Act and relevant rules made thereunder, Listing 
Regulations, BR Act, RBI Circular & Guidelines, 
Articles of Association of your Bank and other 
pertinent guidelines/circulars issued from time 
to time. 
The details of the Board Committees of your Bank 
including, re-constitution, their terms of reference, 
number & date of meetings held during FY 2024-25 
and attendance thereof are disclosed in the Report 
on Corporate Governance annexed with Board's 
Report as Annexure-i. 
P. Meeting of Independent Directors 
As per the requirement of Section 149(8) read with 
Schedule IV of the Act and Regulation 25 of the 
Listing Regulations, a meeting of the Independent 
Directors of your Bank is required to be held at least 
once a year in absence of non-independent directors 
and members of the management. 
During the year under review, two (2) meetings of 
your Bank's Independent Directors were convened 
on April 23, 2024, and June 26, 2024 chaired by 
Mr. M. S. Sriram and Mr. H.R. Khan, respectively. 
These meetings were attended exclusively by the 
Independent Directors, without the presence of any 
other members of the Board or management. A 
range of matters were deliberated upon and reviewed 
during these meetings including the following: 
 Action taken report of previous meeting of 
Independent Directors. 
 The quality, quantity, and timeliness of flow of 
information between the management of your 
Bank and the Board that is necessary for the 
Board to effectively and reasonably perform 
their duties 
 Whether adequate time is spent by the Board/ 
Committees on discussions on important issues. 
 Performance of Non-Independent Directors, the 
Board as a whole, Chairperson of your Bank. 
Q. Familiarisation Programme for 
Independent Directors 
In accordance with Regulation 25(7) of the Listing 
Regulations and RBI guidelines, your Bank conducts 
familiarisation programme for all its Directors 
including Independent Directors. 
These familiarisation programmes are conducted 
through a combination of experts from your Bank 
and/or external agencies having in-depth expertise 
in various areas, taking into account the business 
requirement of your Bank, and the existing skill sets 
of the Directors. Such sessions enable the Directors 
to obtain an insight on contemporary matters and 
changes therein. 
The Details of familiarisation programme and other 
sessions organised for Independent Directors during 
FY 2024-25 is disclosed in the Report on Corporate 
Governance annexed with Board's Report as 
Annexure-i and on the website of your Bank under 
Disclosures under Regulation 46 of the LODR. 
R. Declaration of Independence 
In accordance with provisions of Sections 149(6) 
and 149(7) read with Schedule IV of the Act 
and Regulation 16(1)(b) and 25(8) of the Listing 
Regulations, your Bank has received necessary 
declarations/disclosures from all the Independent 
Directors confirming that they meet and comply with 
the criteria of independence. 
Pursuant to the Companies (Creation and Maintenance 
of Databank of Independent Directors) Rules, 2019 
read in conjunction with the Companies (Appointment 
and Qualifications of Directors) Rules, 2014, the 
Independent Directors of your Bank have successfully 
registered their names in the online databank of 
Independent Directors maintained & administered 
by the Indian Institute of Corporate Affairs ("IICA"). 
The Independent Directors have also confirmed that 
they were not aware of any circumstance or situation 
which existed or may be reasonably anticipated, that 
could impair or impact their ability to discharge their 
duties with an objective independent judgement and 
without any external influence. 
In the opinion of Board, the Independent Directors 
possesses requisite domain knowledge, experience, 
expertise, integrity, and proficiency as required under 
the Code applicable for Independent Directors as 
stipulated under Schedule IV of the Act and in terms 
of the policy of your Bank. 
S. Compensation Policy for appointment and 
remuneration of Director's, KMP, SMP, Material 
Risk Takers (MRTs) and Control Function Staff 
Your Bank has formulated and adopted a 
comprehensive Compensation Policy for appointment 
and remuneration of its Directors, Key Managerial 
Personnel ("KMP"), Senior Management Personnel 
("SMP"), Material Risk Takers ("MRT") and Control 
Function Staff on the recommendation of the NRC, 
in compliance with the provisions of Section 178(3) 
of the Act read with relevant rules made thereunder, 
Listing Regulations and RBI guidelines. 
The policy governs the appointment and remuneration 
of Directors (including Independent Directors), KMP, 
SMP, MRTs and Control Function staff as applicable 
in accordance with the criteria established by the 
NRC of the Board as mandated by the Act and 
applicable Rules, Listing Regulations, and other 
relevant guidelines. 
Key objectives of the policy include establishing 
standards for compensation, including fixed and 
variable pay, retaining and motivating talent, defining 
internal guidelines for reimbursement to Directors 
and KMPs, institutionalising a mechanism for 
appointment/removal/evaluation of performance of 
Directors, administering ESOP as per SEBI regulations 
and ensuring compliance with applicable laws, rules, 
and regulations as well as 'Fit and Proper criteria' of 
directors for their appointment. 
The policy undergoes regular review by the Board 
in addition to the other amendments that may 
be required in the policy and is hosted on the 
Bank's website https://www.aubank.in/investors/ 
secretarial-policies. 
The terms of reference of the NRC and details of 
Compensation Policy are covered in Report on 
Corporate Governance annexed with Board's Report 
as Annexure-i. 
T. Evaluation of the Directors, the Board and 
Committees 
The provisions of Section 149(8) read with Schedule 
IV, Section 178(2) of the Act, Regulation 17 and other 
applicable Regulations of the Listing Regulations, 
and Guidance Note on Board Evaluation issued by 
the SEBI, mandates the performance evaluation of 
the Board, its committees, individual directors and 
the Chairperson of your Bank on the basis of various 
parameters with the aim to improve the effectiveness 
of the individual Director, Committees and the Board. 
Board evaluation is a vital aspect of corporate 
governance that enhances the effectiveness of 
the Board by identifying strengths and areas for 
improvement and promotes transparency and 
accountability. Your Bank has structured process 
in place for Board performance evaluation which is 
conducted annually. The evaluation is conducted 
based on a comprehensive framework reviewed and 
approved by the NRC. 
The Performance evaluation of the Board, its 
Committees, Chairperson, Independent Directors, 
Executive and Non-Executive Director is evaluated 
after seeking inputs from all the Directors on the basis 
of criterias prescribed under guidance note on Board 
Evaluation issued by SEBI which inter alia covered the 
following aspects: 
 Board as a Whole: Assess structure of Board, 
effectiveness of Board meetings, functions 
of Board and level of independence of the 
management from the Board 
 Board Committees: Review composition, size 
and scope of work, quality of deliberations, 
timeliness, and expertise. 
 independent Directors: Evaluate participation, 
Assesses independence, contribution to 
discussions, fulfillment of functions, management 
oversight, and shareholders' interest. 
 Chairperson: Focus on contribution in meetings, 
strategic input, integrity, collaboration and 
governance oversight. 
 Executive Directors: Measure strategic 
execution, commitment, operational leadership, 
accountability, performance, value creation, 
Governance & Compliance. 
 Non - Executive Director: Evaluate Knowledge 
& Participation, contribution to discussions, 
fulfillment of functions, Impartial approach and 
shareholders' interest. 
Details of Board performance evaluation carried 
out for FY 2024-25 including methodology used, 
its outcome and proposed recommendations for 
implementation in the upcoming financial year, are 
covered under Report on Corporate Governance, 
forming part of this Board's report as Annexure-i. 
U. Statutory Auditors and their Report 
In consonance with the 'Guidelines for Appointment 
of Statutory Central Auditors (SCAs)/Statutory 
Auditors (SAs) of Commercial Banks (excluding 
RRBs), UCBs and NBFCs (including HFCs)' dated 
April 27, 2021 issued by RBI, Banks are required to 
appoint Statutory Auditors for a continuous period 
of three (3) years, subject to the audit firms meeting 
eligibility criteria annually and obtaining RBI approval 
on an annual basis. 
At the 29th AGM of your Bank held on July 26, 2024, 
M/s. M S K A & Associates, Chartered Accountants 
(FRN: 105047W) and M/s. Mukund M Chitale & Co., 
Chartered Accountants (FRN: 106655W) were 
appointed as Joint Statutory Auditors for a period of 
Three (3) years to hold office from the conclusion of 
the 29th AGM till the conclusion of the ensuing 32nd 
AGM, subject to RBI approval on an annual basis. 
M/s. M S K A & Associates, Chartered Accountants and 
M/s. Mukund M Chitale & Co., Chartered Accountants, 
Joint Statutory Auditors of your Bank, have provided 
audit report on the financial statements for the 
FY 2024-25, with no qualifications, reservations, or 
adverse remarks. Further, in accordance with Section 
143(12) of the Act, the auditors have not identified 
any instances of fraud within your Bank by its officers 
or employees. 
The SAs have confirmed their eligibility in adherence 
to Section 141 of the Act and the guidelines issued 
by the RBI from time to time. Moreover, pursuant 
to the relevant provisions of Listing Regulations, 
the SAs have also confirmed their adherence to the 
peer review process as mandated by the Institute 
of Chartered Accountants of India ("ICAI"). The SAs 
also possess a valid certificate issued by the Peer 
Review Board of ICAI, ensuring their competence and 
professionalism in their field. 
V. Secretarial Auditors and their Report 
The Board of your Bank, on the recommendation 
of the Audit Committee, had appointed M/s. V. M. 
& Associates, Company Secretaries (Registration 
No. P1984RJ039200 & Peer Review Certificate No.: 
5447/2024) to conduct the Secretarial Audit of your 
Bank for the financial year 2024-25. 
The Secretarial Auditors have not reported any 
instance of fraud in accordance with Section 143(12) 
of the Act during the year under review and their 
report does not contain any qualification, reservation, 
or adverse remark for the financial year 2024-25. 
The Secretarial Audit Report for the financial year 
2024-25 in form MR-3 is annexed with Board's Report 
as Annexure-iV. 
Further, in compliance to the provisions of Section 
204 of the Act read with Companies (Appointment 
and Remuneration of Managerial Personnel) Rules, 
2014, Regulation 24A of Listing Regulations read 
with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/ 
CIR/P/2024/185 dated December 31, 2024 and 
upon recommendation of the Audit Committee, the 
Board of your Bank, subject to the approval of the 
shareholders of your Bank at the ensuing Annual 
General Meeting, have approved the appointment 
of M/s. Mehta & Mehta, Company Secretaries 
(Registration No. P1996MH 007500 & Peer Review 
Certificate No.:3686/2023), as the Secretarial 
Auditors of your Bank to conduct the audit of the 
secretarial records for a period of five (5) consecutive 
years starting from the Financial Year 2025-26 till the 
Financial Year 2029-30. 
W. Particulars of Loans, Guarantees and 
Investments 
Pursuant to the provisions of Section 186(11) of 
Act, the provisions of Section 186 of the Act except 
sub- section (1), do not apply to loans made, 
guarantees given or securities provided or acquisition 
of securities by a Banking company in the ordinary 
course of business and are exempted from disclosure 
requirement in the Annual Report. 
However, the particulars of investments made by 
your Bank are disclosed in Schedule 8 of the Financial 
Statements for FY 2024-25, forming part of this 
Annual Report, as per the applicable provisions of 
BR Act. 
X. Related Party Transactions 
During FY 2024-25, your Bank did not engage in any 
material significant transactions with related parties 
that could potentially create conflicts of interest 
between your Bank and these parties. All related 
party transactions conducted throughout the year 
were carried out at arm's length basis and in the 
normal course of business operations. 
The Audit Committee has accorded omnibus approval 
for related party transactions which are of a repetitive 
nature and entered in the ordinary course of business. 
Further, the Audit Committee of your Bank reviewed 
details of all related party transactions entered by 
your Bank on quarterly basis. 
As per Section 134(3)(h) of the Act read with Rule 
8(2) of the Companies (Accounts) Rules, 2014, there 
are no related party transactions that are required to 
be reported in form AOC-2. The requisite disclosure 
has been made under Schedule 18 of the notes 
forming part of audited financial statements for the 
financial year ended March 31, 2025. 
The Policy on Related Party Transactions and 
Materiality as approved by the Board can be accessed 
on the website of your Bank at https://www.aubank. 
in/investors/secretarial-policies. 
Y. Material Changes and Commitments, if 
any, affecting the Financial Position of Bank 
There were no material developments/changes/ 
commitments affecting the financial position of your 
Bank which have occurred after March 31, 2025, till 
the date of this report 
Z. Conservation of Energy, Technology 
Absorption & Foreign Exchange Earnings and 
Outgo 
Your Bank remains deeply committed to environmental 
sustainability, consistently advancing initiatives aimed 
at reducing its carbon footprint. By leveraging digital 
technologies and implementing targeted emission- 
reduction strategies across its operations, your Bank 
continues to foster eco-conscious practices and 
contribute meaningfully to a greener future. 
(a) Conservation of Energy 
Steps taken or impact on conservation of energy, 
utilising alternate sources of energy and capital 
investment on energy conservation equipments: 
Your Bank is committed to environmental 
sustainability and is actively reducing emissions 
through digital solutions and adopting low-carbon 
innovations, like exploring zero-carbon 
electricity for Banking operations. Your Bank has 
implemented a three-tiered strategy for energy 
conservation:- 
1. Energy Efficiency Measures 
 Encouraging green plants and gardens on 
Bank's premises to lower air conditioning 
needs and keeping AC temperatures at 
25?C or higher. 
 Engaging in performance-based contracts 
for energy savings. 
 Replacing conventional lighting with 
energy-efficient LED fixtures. 
 Using timers for signage to optimise 
energy usage. 
 Installing power factor systems in electrical 
panels for efficient electricity use and 
implementing power factor corrections. 
2. Technology Upgrades 
 Deploying an i-Touch manager for efficient 
monitoring and control of electricity usage, 
leading to reduced consumption. 
 Using Variable Refrigerant Volume (VRV) 
based Chillers to cut down on energy usage 
in ACs By upto 20%. 
 Employing insulation to minimise heat 
load in offices, reducing the reliance on 
air conditioning. 
 Using UPS and inverters to reduce reliance 
on diesel electricity generators. 
3. Renewable Energy, Recycling and Resource 
Optimization 
 Recognising the importance of renewable 
energy for a cleaner future, your Bank has 
installed a 1 MW solar plant. 
 The solar project is situated in Gajner Site, 
Bikaner district, Rajasthan, and serves 
Jagatpura, Malviya Nagar, and Tonk Road 
offices at Jaipur, Rajasthan. 
 This project is expected to generate 1.6 million 
units annually, contributing significantly to 
reducing carbon footprint and supporting 
global sustainability goals. 
 Recycling systems and supplies: Your Bank 
also practices highly efficient management 
methods to refurbish aging IT systems. This 
is carried out to avoid sending hazardous 
materials into huge landfills and scaling down 
the load on already overburdened junkyards. 
 Your Bank also employs a coherent system 
of recycling slightly older IT systems by 
assigning them to the staff that does not need 
to perform heavy data processing on their 
system. By doing so, your Bank successfully 
reduces the demand for new desktops and 
laptops even with the growing workforce. 
Other initiatives 
Green Building: Natural Sunlight is maximised 
through Green Building design in Offices to the 
extent possible to reduce reliance on artificial 
lighting to the extent possible. 
Green building encompasses environmentally 
responsible and resource-efficient practices 
throughout a building's life cycle, from planning 
to demolition. It expands on traditional building 
concerns of economy, utility, durability, and 
comfort by prioritising energy, land, water, and 
material savings while reducing pollution and 
promoting harmony with nature. Bank's office 
at Sanpada, Mumbai, achieved a "Gold" rating 
in IGBC's Existing Green Interior Category, 
showcasing a commitment to indoor environment 
quality, sustainable materials, energy efficiency, 
water conservation, and eco-design principles. 
This achievement reflects your Bank's dedication 
to environmental responsibility and sets a 
standard for future branches nationwide. 
(b) Technology Absorption 
I) The efforts made towards Technology 
absorption: 
1. AU 0101 App: AU 0101 App feature enables 
customer access to Bank from anywhere, which 
contributes to reducing carbon footprint and 
seamless video banking enables customers to 
avail Banking services virtually through a video 
enabled chat with branch executives, eliminating 
the need to travel to the branch. The 'AU 0101' 
retail Internet and mobile banking application 
and platform have been successfully migrated to 
AWS's private cloud, ensuring high availability, 
scalability, and security. Even during peak traffic 
periods, the system remains responsive and 
reliable, seamlessly meeting customer demands. 
In FY 2024-25, ~53% term deposits were booked 
via AU 0101 app and contributing to ~22% of 
overall term deposits mobilized. 
2. Digital Banking: Your Bank has significantly 
advanced its digital banking capabilities, making 
banking more convenient and paperless. Over 
90% of deposit accounts are now opened 
digitally, primarily through Tab and Video 
Banking. The platform is expanding to support 
end-to-end onboarding for various products, 
including loans, credit cards, insurance, and 
wealth services. 
Your Bank witnessed strong growth in the 
adoption of tab-based account opening, mobile 
banking, WhatsApp banking (24/7 banking 
solutions), and Net banking, thus minimising 
paper usage, reducing waste generation, and 
achieving improved waste management. 
3. Video Banking: This service helps Customers to 
connect with Video Bankers on real time basis at 
Customer's convenience from home. Customer 
can open account, book FD, and much more. 
Bank provides video banking facility with a 
vision to offer all its services virtually through 
video-enabled chat with branch executives, 
eliminating the need for branch visits. This 
initiative helped your Bank twofold in promoting 
digital banking and inspiring its customers 
to adopt a more environmentally sustainable 
banking channel and saving of fuel by reducing 
commutation challenges. 
4. Tab Onboarding Journey: This service enables 
bank staff to onboard customers using digital 
platform which helps with increased speed 
and efficiency by reducing time for document 
verification and data entry. Customers appreciate 
the convenience and accessibility of online 
onboarding, Tab based onboarding platform 
incorporates security measures like encryption 
and biometric authentication. In FY 2024-25 
~80% of the accounts were processed using Tab 
banking. In FY 2025-26, Tab banking journey has 
moved to a new platform to ensure faster TAT 
through seamless activation, robust mule account 
detection modules and co-originated offerings 
like Term Deposit, Mutual Fund, Insurance and 
Demat at the point of onboarding. 
5. Embracing E-receipts Culture: Bank encourage 
customers to choose electronic receipts at 
ATMs, and send them a detailed SMS on their 
most recent transaction and Bank balance to 
their registered mobile number to reduce paper 
usage. Bank also collaborated with the transport 
department of Haryana to automate the 
ticketing process, allowing for the conservation 
of natural resources. 
6. Automate Energy data collection: This is an 
application of digital technologies for energy 
data collection. Bank has replaced manual way 
of data collection from its various sites and 
automated data collection through ERP software. 
Energy accounting and reduction have a major 
effect on emissions as an enabler in accelerating 
clean energy transitions. The system is helping 
your Bank to cut costs, improve efficiency and 
resilience, and reduce emissions. 
7. Cloud computing & storage: Cloud infrastructure 
modernizes your Bank's operations by: 
 Enhancing scalability and resiliency 
 Supporting load sharing 
 Reducing operational costs 
 Improving environmental sustainability 
through reduced physical infrastructure needs 
II) The benefits derived like product improvement, 
cost reduction, product development or import 
substitution: 
Your Bank delivers products and services that 
promote sustainable development and conduct 
its business in a fair and professional manner. 
A proper structure and process is available 
which facilitates incorporating risk criteria in the 
product development and approval process. 
Your Bank is continuously taking various steps 
on product improvement. Your Bank has 
implemented an upgraded version of ITAM 
tool (IT asset management tool). This tool will 
manage all Bank's IT assets life cycle i.e. from 
procurement to scrap and disposal of asset, for 
pan India banking operations. Highly efficient 
use of technology through software helps save 
time, improve efficiency, reduce costs, improve 
productivity, make institution more agile and 
enhances the information security. 
Embracing the transformative power of robotics, 
your Bank has automated over 100 processes 
through Robotic Process Automation (RPA). 
This strategic move not only reduces manual 
intervention but also underscores Bank's 
dedication to technological excellence and 
continuous improvement. 
In terms of AD-1 applications, your Bank has 
implemented the Kondor Treasury Application 
to enhance financial efficiency and global 
connectivity. This state-of-the-art solution 
streamlines interbank trading processes by 
automating tasks, improving accuracy, and 
enhancing risk assessment. Additionally, Bank 
has enabled secure interbank transactions in USD 
via SWIFT. The SWIFT network ensures reliable 
and efficient cross-border financial transactions. 
Leveraging SWIFT's standardised messaging 
system, we have fostered international trade and 
facilitated seamless USD transactions. 
Your Bank is investing in initiatives and 
innovations to build a digital gateway to a 
sustainable lifestyle. Your Bank's investments 
in digital technologies have simplified banking 
and enabled a smoother customer journey. In 
addition, a robust technology platform has been 
created by your Bank as a part of the new-age 
digital banking ecosystem. 
III) In case of imported technology (imported 
during the last three years reckoned from the 
beginning of the financial year): 
a) The details of technology imported: Nil 
b) The year of import: Nil 
c) Whether the technology been fully 
absorbed: Nil 
d) If not fully absorbed, areas where absorption 
has not taken place, and the reasons 
thereof: Nil 
IV) Expenditure incurred on Research and 
Development: 
Since financial services is being primarily covered 
under service Sector, the details of this clause 
are not applicable to your Bank. 
(c) Foreign Exchange Earnings and Outgo 
During the financial year ended March 31, 2025, 
the foreign exchange earnings was H76.51 Crore 
and the foreign exchange outgo was H44.02 Crore. 
AA. Risk Management 
Your Bank operates within a robust Enterprise 
Risk Management Framework aligned with its 
risk appetite, ensuring proactive identification, 
assessment, mitigation, and monitoring of risks. A 
multi-layered governance model based on the three- 
lines-of-defense principle supports prudent risk 
oversight. Your Bank has institutionalized a strong risk 
culture and governance structure, driven by Board- 
approved policies, a defined risk appetite statement, 
and continuous risk assessment. Key risks monitored 
include credit, operational, market, liquidity, fraud, 
compliance, cyber security, and emerging risks such 
as climate and data privacy. Technology-enabled 
tools and automated reporting enhance real-time 
risk monitoring and portfolio oversight. The Board, 
supported by the Risk Management Committee 
(RMC) and other specialized committees, oversees 
the risk governance process. The Chief Risk Officer, 
reporting independently to the RMC, plays a central 
role in managing risk areas and aligning risk strategy 
with business objectives. The Internal Capital 
Adequacy Assessment Process (ICAAP) and stress 
testing further strengthen your Bank's resilience and 
capital planning. 
Credit Risk Management 
Credit risk arises from a borrower's failure to meet 
contractual obligations. Your Bank mitigates this 
through robust underwriting standards, portfolio 
monitoring, early warning systems, and defined risk 
limits aligned with business strategy. Credit risk is 
managed through a comprehensive policy framework, 
with oversight by the Credit Risk Management 
Committee ("CRMC"), which monitors large 
exposures, asset quality, and portfolio concentration. 
Operational Risk Management 
Operational risk stems from failures in internal 
processes, systems, or external events. Your Bank 
follows a three-lines-of-defense model, with the 
Operational Risk Management Department (ORMD) 
implementing the framework and the Operational 
Risk Management Committee ("ORMC") overseeing 
it. Fraud risk is addressed through a dedicated Risk 
Containment Unit and monitored by the Special 
Committee of the Board for Monitoring and Follow 
up of Cases of Fraud ("SCBMF"). Continuous 
enhancements in systems and controls ensure 
resilience, especially in digital banking. 
Outsourcing Risk 
Your Bank manages outsourcing risk through Board- 
approved IT and financial outsourcing policies, aligned 
with RBI guidelines. The Committee for Outsourcing 
of IT and Financial Services oversees vendor risk, 
ensuring due diligence, monitoring, and compliance 
with risk management standards. 
Business Continuity Management (BCM) 
Your Bank has a comprehensive BCM framework 
to ensure continuity of critical operations during 
disruptions. This includes disaster recovery sites, 
regular BCP drills, and emergency response plans. 
The ORMD coordinates BCM efforts across units, 
ensuring preparedness and resilience. 
Market Risk, Liquidity Risk & Asset Liability 
Management 
Your Bank manages market risk arising from 
investments, trading, and forex positions through 
a Board approved framework that includes defined 
limits, benchmarks, and analytical tools to optimize 
risk-adjusted returns. Liquidity risk, the inability to 
meet funding obligations, and the same is mitigated 
through robust fund planning, daily liquidity 
monitoring, and adherence to internal thresholds 
which are stricter than regulatory norms. The Asset 
Liability Management Policy outlines a comprehensive 
governance structure for managing market, interest 
rate, forex, and liquidity risks. The Asset Liability 
Management Committee ("ALCO") oversees risk 
identification, measurement, and compliance with 
internal and regulatory limits, ensuring resilience 
under normal and stressed conditions. 
Information Security Risk Management 
Your Bank has implemented a robust cyber and 
information security framework to safeguard its IT 
infrastructure and customer data against evolving 
threats such as phishing, malware, and system 
vulnerabilities. Governed by Board approved policies 
overseen by the Chief Information Security Officer 
(CISO), the framework includes real-time monitoring 
via a Cyber Security Operations Centre, layered 
security controls, and adoption of next-gen solutions. 
Your Bank follows a People-Process-Technology 
(PPT) model, emphasizing employee training, 
defined procedures, and advanced technologies. 
Awareness campaigns are conducted regularly to 
educate customers on cyber fraud prevention and 
safe banking practices. 
Reputation Risk Management 
Reputation risk is managed through strong 
governance, ethical conduct, and transparent 
stakeholder engagement. Your Bank monitors 
reputational exposure via its ICAAP and a Reputation 
Risk Index (RRI). Senior management and the Board 
ensure zero tolerance for misconduct and uphold 
high standards of integrity. Regular communication 
with stakeholders and adherence to Bank's values 
and Code of Conduct help preserve and enhance 
its reputation. 
Compliance Risk Management 
Your Bank manages compliance risk through a robust 
framework guided by its Board-approved Compliance 
Policy and KYC/AML Policy, aligned with RBI 
regulations and the Prevention of Money Laundering 
Act. A dedicated Compliance Department ensures 
adherence to applicable laws, monitors regulatory 
developments, and reports regularly to senior 
management and the Audit Committee. Your Bank 
emphasizes a strong compliance culture, supported 
by regular training and policy reviews to stay aligned 
with evolving regulatory expectations. 
Emerging Risks 
 Data Privacy: Your Bank ensures compliance 
with the applicable data privacy guidelines 
through multi-layered data protection controls 
and regular threat assessments. 
 Cybersecurity & Fraud Risk: A next-gen 
cybersecurity framework, supported by AI/ML- 
based fraud detection and a multi-tier governance 
structure, safeguards IT infrastructure and 
customer data. 
 Climate Risk: Through its Sustainability Policy 
and Green Fixed Deposit Policy, your Bank 
addresses climate-related risks and promotes 
green financing initiatives like green loans and 
Planet First - Green Fixed Deposits, with third- 
party validation and audits. 
 Social Media Risk: Your Bank actively monitors 
and mitigates reputational and operational risks 
from social media through external partnerships 
and real-time surveillance of digital platforms. 
AB. Corporate Social Responsibility 
Over the past seven years, your Bank has upheld 
a consistent and purpose-driven approach to its 
Corporate Social Responsibility (CSR) initiatives, 
addressing socio-economic challenges through 
inclusive and transformative CSR programs. These 
efforts aim to build skills, nurture talent, and 
create pathways for self-reliance. Rooted in Bank's 
foundational commitment to reach the unreachable 
and serve the underserved, CSR initiatives are 
centered around three core pillars: 
 Skill Development with Job Placement Support 
 Sports Training and Talent Development 
 Women Empowerment through Entrepreneurship 
Beyond these focus areas, your Bank also supports 
broader social development initiatives in healthcare, 
safe drinking water, road safety, environmental 
conservation, water resource management and 
promotion of art & culture among others. 
Each initiative reflects your Bank's mission to uplift 
communities and contribute meaningfully to the vision 
of Viksit Bharat. As your Bank continues its journey 
of social transformation, it remains deeply committed 
to enabling long-term, sustainable change ensuring 
that beneficiaries experience lasting impact and they 
progress toward a more equitable society. 
The terms of reference of the CSR Committee are 
outlined in the Report on Corporate Governance 
annexed as Annexure-I. The disclosures required 
to be given under Section 135 of the Act read 
with Rule 8(1) of the Companies (Corporate Social 
Responsibility Policy) Rules, 2014 and Companies 
(Corporate Social Responsibility Policy) Rules, 2021, 
in the prescribed format has been appended herewith 
as Annexure-II. The CSR Policy is also available on the 
Bank's website at https://www.aubank.in/investors/ 
secretarial-policies. 
AC. Disclosure under the Sexual Harassment of 
Women at Workplace (Prevention, Prohibition 
and Redressal) Act, 2013 
Your Bank maintains a zero-tolerance policy towards 
any form of harassment, reinforcing its commitment 
to fostering a workplace culture rooted in respect, 
dignity, and inclusivity. Your Bank is dedicated 
to ensuring a safe, prejudiced-free environment 
where employees can work without fear of bias 
or misconduct. 
In alignment with the Sexual Harassment of Women 
at Workplace (Prevention, Prohibition and Redressal) 
Act, 2013 and Policy on Prevention and Redressal of 
Sexual Harassment at the Workplace, your Bank has 
constituted three level Internal Committees (Branch, 
Regional & Central) to address complaints promptly 
and impartially. These committees are empowered 
to conduct thorough independent and fair inquiries, 
ensuring justice and accountability. Your Bank has 
also implemented mandatory training and awareness 
programs to educate staff on respectful workplace 
behavior and the procedures for reporting and 
addressing grievances. 
Detailed information regarding your Bank's 
commitment to prevent and address sexual 
harassment along with summary of cases is provided 
in the Report on Corporate Governance as Annexure-i 
to the Board's Report. 
AD. Compliance with Maternity Benefit 
Act 1961 
Your Bank has adhered to all applicable provisions 
of the Maternity Benefit Act, 1961, ensuring full 
compliance with statutory requirements. 
AE. Subsidiary, Joint Ventures & Associate 
Companies 
Your Bank does not have any subsidiary, joint ventures 
& associate companies. Hence, the details of this 
clause are not applicable to your Bank. Accordingly, 
Bank is also not required to formulate a specific policy 
on dealing with material subsidiaries. 
AF. Material Orders Passed by Regulators or 
Courts or Tribunals 
During the FY 2024-25, no material orders have been 
passed by the Regulators/ Courts/ Tribunals which 
would impact the going concern status of your Bank 
and its future operations. 
AG. Internal Financial Control & their Adequacy 
Your Bank has instituted a strong internal financial 
control framework, thoughtfully aligned with its 
defined risk appetite and tailored to the size, scale, 
and complexity of its operations. The scope and 
authority of the risk-based internal audit function are 
clearly articulated in the Board-approved Internal 
Audit Policy. 
The audit function plays a pivotal role in ensuring 
that your Bank's processes and operations adhere 
to regulatory guidelines, accounting standards, 
and internal rules and guidelines of your Bank. This 
function offers an impartial evaluation of the quality 
and effectiveness of your Bank's internal control, risk 
management, and governance systems to provide 
assurance to the Board and Audit Committee. 
During the year under review, your Bank's internal 
control systems were found to be adequate and 
operating effectively. Additionally, the Joint Statutory 
Auditors expressed their opinion on the adequacy 
and operational effectiveness of your Bank's internal 
controls over financial reporting, as required under 
the applicable provisions of the Act. This opinion can 
be referred to in the Auditor's Report attached to the 
audited financial statements for FY 2024-25 forming 
part of this Annual Report. 
AH. Cost Records 
Being a Banking company, provisions of Section 
148(1) of the Act, relating to maintenance of cost 
records is not applicable to your Bank. 
AI. Corporate Governance 
The governance structure of your Bank is designed 
to ensure that your Bank is managed in the best 
interests of all its stakeholders, including regulators, 
depositors, customers, employees, shareholders, 
and all other stakeholders while maintaining effective 
risk management and compliance with applicable 
laws and regulations. The Corporate Governance has 
been an integral part of the way the Bank has been 
operating since inception. The Bank believes that 
good Corporate Governance emerges through the 
implementation of best management practices, strict 
adherence to laws and regulations, and a commitment 
to transparency and ethical conduct. 
Your Bank is dedicated to constantly refining its 
governance and assurance practices by benchmarking 
itself against the global best practices. The Bank is 
committed to have a top-notch Governance and 
assurance framework in place, and it constantly 
works to enhance its Risk Management, Compliance, 
and Audit practices. 
Key aspects of these functions, along with recent 
initiatives, are integral to the Bank's commitment to 
excellence in governance which inter alia include: 
1. Risk Management: 
Your Bank has designed comprehensive Enterprise 
Risk Management framework to protect the 
organization as well as the interests of all major 
stakeholders. The risk governance is driven by a 
risk appetite statement, well-articulated policies 
for effective risk management, and a robust risk 
management structure. The Bank continuously 
carry out the risk assessment and ensure 
compliance to the internal/ regulatory limits along 
with periodic review, monitoring and submission 
of the key reports to relevant management and 
Board committees. Adherence to the framework 
ensures a structured and systematic approach to 
risk management that is crucial for the calibrated 
growth of the Bank. Since your Bank operate 
in underserved segments and accordingly it 
has evolved its risk management practices to 
mitigate and manage the associated risks. 
The responsibility for executing key risk 
management activities has been entrusted to 
the Board Delegated Committees (Executive 
Committees), including the Credit Risk 
Management Committee, ORMC, ALCO, Asset 
Liability Management Committee, IT Steering 
Committee, and Information Security Committee. 
Risk management is a top priority for your Bank, 
with a strong framework in place to address 
potential risks. The Bank's risk management 
philosophy and approach are centered on 
safeguarding the interests of customers and 
investors, as well as preserving your Bank's 
reputation and financial stability. 
2. Compliance Function: 
Compliance is a key pillar of your Bank's 
governance framework and it is designed to 
ensure adherence to all regulatory requirements 
(in letter and spirit) and foster a robust 
compliance culture across the organization. In 
order to cultivate the right tone for compliance, 
the function consistently seeks guidance from 
the Board and its committees. It engages with 
internal stakeholders through both structured and 
informal meetings to effectively communicate 
the necessary compliance standards. 
As a technology-driven Bank, it has embedded 
regulatory requirements in a digitalized 
processes/workflows to ensure full compliance 
and have invested in various advanced systems 
and technological solutions. Further, to 
strengthen its efforts, the Compliance Function 
has adopted several initiatives, including: 
(i) Compliance Sustenance Framework 
(ii) Compliance Self Certification 
(iii) Enhancing the Product Approval Process 
(iv) Quality Assurance and Improvement 
Programme (QAIP) 
3. Internal Audit Function: 
The Internal Audit function is the guardian of 
your Bank's governance framework. It adheres 
to a risk-based audit approach outlined in your 
Bank's Risk Based Internal Audit Policy. This 
function independently assesses the adequacy 
and effectiveness of your Bank's internal control 
and risk management frameworks and processes 
to provide objective assurance to your Bank's 
Board/ Committees, senior management, and 
the regulator. 
Further, the Internal Audit function is resp 
for formulating, implementing and mo 
your Bank's audit plan. Based on the 
conducted, it highlights relevant findir 
continuously monitors, validates, and rep 
the progress of remediation actions. Addi 
while maintaining objectivity and indepe 
the Internal Audit function also offers a 
services, which aim to enhance governan 
management, and control processes. 
The Report on Corporate Governan 
FY 2024-25 along with certificate iss 
M/s. V. M. & Associates, Company Sec 
confirming the compliance to ap 
requirements related to corporate gov 
as stipulated under Chapter IV of the 
Regulations, is annexed with Board's Re 
Annexure-i. 
AJ. Business Responsibility and Sustair 
Report & Sustainability Initiatives 
In terms of Regulation 34(2)(f) of the 
Regulations, top 1000 listed entities based < 
market capitalization as on December 31, eve 
are required to submit Business Responsibi 
Sustainability Report ("BRSR"), as a part 
annual report. In the BRSR disclosures on perfc 
against the nine principles of the 'National Gu 
on Responsible Business Conduct' (NGRB 
reported wherein each principle is divid 
essential and leadership indicators. 
SEBI has further mandated the top 15( 
companies (by market capitalization) to un 
an assessment or assurance of the BRSR Co 
financial year 2023-24 and for top 250 listed cor 
from the financial year 2024-25 subsequen 
BRSR Core is a sub-set of the BRSR, consisting 
of Key Performance Indicators (KPIs) / metric 
9 ESG attributes. Considering market capitaliz 
the Bank, the requirement of BRSR and asse 
or assurance of the BRSR core for the FY 20 
applicable on your Bank. 
Accordingly, the Bank's BRSR for FY : 
along with the Independent reasonable as 
statement on BRSR core disclosures from 
India Private Limited, is annexed with Board's 
Your Bank has Board level Sustainability Com 
chaired by Independent Director. This comn 
responsible for decision-making on susta 
related issues. The composition, terms of re 
and meeting details of the Sustainability Com 
are included in Report on Corporate Gov 
annexed with Board's Report as Annexure-i. 
it has initiated need based several environmental and 
social initiatives for the benefit of its stakeholders. 
AK. Particulars of Employee Remuneration 
As per Section 197(12) of the Act read with Rule 5(1) 
of the Companies (Appointment and Remuneration 
of Managerial Personnel) Rule, 2014, the ratio of 
the remuneration of each Director to the median 
employee's remuneration and other details is annexed 
with Board's Report as Annexure-iii. 
Additionally, the statement containing employee 
particulars required by Section 197(12) of the 
Act and Rule 5(2) and Rule 5(3) of the Companies 
(Appointment and Remuneration of Managerial 
Personnel) Rules, 2014, as amended, is a part of this 
report. Pursuant to Section 136(1) of the Act, the 
annual report has been sent to Members without the 
aforementioned statement, which can be inspected 
at the registered office of your Bank up to the date 
of the AGM. Members interested in obtaining a copy 
of the Annexure may request it from the Company 
Secretary of the Bank at investorrelations@aubank.in 
AL. Management Discussion and Analysis 
The Management Discussion and Analysis Report for 
the FY 2024-25 is included as a separate section within 
the Annual Report, as required under Regulation 
34(2)(e) and Schedule V of the Listing Regulations. 
AM. Annual Return 
The draft Annual Return for the financial year ended 
on March 31, 2025 in the prescribed form MGT-7, as 
required under Section 134(3)(a) and Section 92(3) 
of the Act, can be accessed on the Bank's website at 
https://www.aubank.in/other-reports 
AN. Whistle-Blower Policy & Vigil Mechanism 
Your Bank values reliability, fairness and equality 
which form foundation for all the decisions taken and 
believes in conducting its affairs in a fair manner to build 
customer trust and confidence and ensure customer 
delight. Your Bank encourages its employees, all 
stakeholders and members of general public, who 
have concerns about suspected misconduct, to come 
forward and express these concerns without fear of 
retaliation or unfair treatment. 
A Whistle-Blower Policy in Banking Institutions is 
crucial for fostering transparency, accountability, 
and ethical behavior within the organisation. Your 
Bank has implemented Whistle-Blower Policy & 
Vigil Mechanism in pursuance of the provisions of 
Section 177(9) of the Act read with the rules made 
thereunder and Regulation 4(2)(d) and Regulation 22 
of the Listing Regulations, which aims at establishing 
an effective vigil mechanism in your Bank to quickly 
spot aberrations and deal with it at the earliest. 
The Whistle-Blower Policy provides a safe and 
confidential avenue for employees to report any 
potential misconduct or fraudulent activities without 
fear of retaliation. This Policy includes adequate 
safeguards against the victimisation of individuals 
who avail this mechanism ensuring they have direct 
access to the Chairman of the Audit Committee. None 
of your Bank's personnel has been denied access to 
the Audit Committee of your Bank. 
The policy can be accessed on the website of 
the Bank at https://www.aubank.in/investors/ 
secretarial-policies and further details have been 
provided in the Report on Corporate Governance 
forming part of this Board's Report as Annexure-i. 
AO. Anti-Bribery and Anti-Corruption Policy 
Your Bank upholds a strict 'zero-tolerance approach' 
towards bribery, corruption, and unethical practices 
and is committed to conduct all its dealings and 
operations with professionalism, fairness, and 
integrity. In alignment with this commitment, your 
Bank has implemented an Anti-Bribery and Anti- 
Corruption Policy that has been approved by 
the Board. This policy outlines the fundamental 
principles for conducting Banking business in a 
transparent, honest, and ethical manner. The policy 
can be accessed on the website of the Bank at 
https://www.aubank.in/notice-board. 
AP. Adherence to Secretarial Standard issued 
by the Institute of Company Secretaries of 
India 
Your Bank has adhered to the Secretarial Standards 
issued by the ICSI of India on Meetings of Board and 
General Meetings. 
AQ. Status of Ind AS Implementation 
The Banks are advised to follow the Indian Accounting 
Standards as notified under the Companies (Indian 
Accounting Standards) Rules, 2015, subject to any 
guideline or direction issued by the RBI in this regard. 
The Banks in India currently prepare their financial 
statements as per the guidelines issued by the RBI, the 
Accounting Standards notified under section 133 of 
the Act and generally accepted accounting principles 
in India ("Indian GAAP"). In January 2016, the 
Ministry of Corporate Affairs issued the roadmap for 
implementation of new Indian Accounting Standards 
("Ind AS"), which were based on convergence with 
the International Financial Reporting Standards 
(IFRS), for scheduled commercial banks, insurance 
companies and non-banking financial companies 
(NBFCs). In March 2019, RBI deferred the 
implementation of Ind AS for banks till further notice 
as the recommended legislative amendments were 
under consideration of Government of India. Your 
Bank had undertaken preliminary diagnostic analysis 
of the GAAP between Indian GAAP vis-a-vis Ind AS 
and shall proceed for ensuring the compliance as per 
applicable requirements and directions in this regard. 
In FY 2023, Reserve Bank of India, through its 
discussion paper on "Introduction of Expected 
Credit Loss framework for provisioning by Banks" 
has proposed to adopt an expected credit loss 
framework based on the approach as per Ind AS 109, 
supplemented by regulatory backstops wherever 
necessary. Further, in FY 2024, the RBI issued a master 
direction on classification, valuation and operation 
of investment portfolio of Commercial Banks 
(Directions), 2023, which became effective from 
April 1, 2024. The revised master direction brings the 
classification and accounting of investments closer 
to Ind AS. Your Bank has implemented the required 
changes as per the master direction with effect from 
April 1, 2024. 
Directors' Responsibility Statement 
Pursuant to Section 134(3)(c) read with Section 
134(5) of the Act, the Board hereby confirms that: 
1. In the preparation of the annual accounts for 
the year ended March 31, 2025, the applicable 
accounting standards have been followed along 
with proper explanation relating to material 
departures, if any. 
2. We 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 your Bank as of March 31, 2025 and of 
the profit of your Bank for the year ended on 
that date. 
3. We have taken proper and sufficient care for the 
maintenance of adequate accounting records in 
accordance with the provisions of the Companies 
Act, 2013 for safeguarding your Bank's assets 
and for preventing and detecting fraud and 
other irregularities. 
4. We have prepared the annual accounts on a 
going concern basis. 
5. We have laid down internal financial controls to 
be followed by your Bank and ensured that such 
internal financial controls are adequate and were 
operating effectively. 
6. We have devised proper systems to ensure 
compliance with the provisions of all applicable 
laws and that such systems were adequate and 
operating effectively. 
Acknowledgement and Appreciation 
The Board extends its sincere gratitude to the 
Government of India, various State Governments, 
regulatory bodies such as RBI, SEBI, MCA, IRDAI, 
IBA, UIDAI, CERSAI, as well as to all the shareholders, 
debenture holders, esteemed Bankers, Lenders, 
Credit Rating Agencies, and Debenture Trustees for 
their unwavering support and trust in your Bank. 
The Board would further like to express appreciation 
to BSE Limited, National Stock Exchange of India 
Ltd., National Securities Depository Limited, Central 
Depository Services (India) Limited, Registrar & 
Share Transfer Agent, Vendors and Service Providers 
for their continued support & co-operation. 
Your Bank's valued customers deserve a special 
mention for their loyalty and continued patronage 
and the Board is truly grateful for the trust they have 
placed in your Bank. 
The Board also expresses its heartfelt thanks and 
gratitude to each employee for their hard work, 
solidarity, cooperation, support and continued 
commitment towards your Bank and its customers. 
Through their commitment to strong work ethics, 
professionalism, teamwork, and initiatives, they have 
played a crucial role in enabling your Bank to continue 
serving its depositors and customers and maintaining 
Bank's customer-centric approach. 
  
    | For and on behalf of the Board | 
   
  
    au small finance bank limited  | 
   
 
  
  
    Sd/-  | 
    Sd/- | 
   
  
    Sanjay Agarwal  | 
    Uttam Tibrewal | 
   
  
    Managing Director & CEO  | 
    Whole-Time Director & Deputy CE1 | 
   
  
    DIN: 00009526  | 
    DIN:01024940 | 
   
  
    Date: June 28, 2025  | 
    Date: June 28, 2025 | 
   
  
    Place: Jaipur  | 
    Place: Mumbai | 
   
  
    CIN: L36911RJ1996PLC011381  | 
     | 
   
 
   
                                                      |