A: Disclosures as per RBI's Master Directions on Disclosure in Financial Statements
Amounts in Notes forming part of the financial statements for the year ended March 31, 2025 are denominated in Rupees Crore (unless specified otherwise) to conform to extant RBI guidelines.
1. Regulatory Capital
a) Composition of regulatory Capital
The Bank is subject to the capital adequacy guidelines stipulated by RBI, which are based on the framework of the Basel Committee on Banking Supervision. As per Basel III and RBI guidelines, the Bank is required to maintain a minimum Capital to Risk Weighted Assets Ratio (CRAR) of 9% {11.5% including Capital Conservation Buffer (CCB)}, with minimum Common Equity Tier I (CET1) of 5.5% (8% including CCB). These guidelines on Basel III have been implemented completely. The minimum CRAR required to be maintained by the Bank as on 31st March 2025 is 11.50%. The Capital Adequacy Ratio of the Bank calculated as per Basel III Capital Regulations is furnished below:
b) Draw Down from Reserves:
The Bank has not undertaken any draw down from reserves during the year ended March 31, 2025, except:
FY2024-25: Effective from April 01, 2024 the Bank has adopted the revised framework as detailed in RBI Master Direction on Classification, Valuation and Operation of Investment Portfolio issued on September 12, 2023 ('RBI Investment Direction 2023'). Accordingly, as prescribed under the transition provisions of the aforesaid framework the Bank has (1) transferred the balance in Investment Reserve Account as at March 31, 2024 of ? 34.20 Crore to the general reserve (2) transferred the provision held for depreciation on investments as at March 31, 2024 of ? 1,259.04 Crore to the General Reserve and accounted provision held for depreciation on investments as per the revised framework of ? 1225.26 Crore including adjustment due to amortization of discount on securities classified under the Held to Maturity category resulting in ? 33.78 Crore to the General Reserve as on April 01, 2024. The tax effect of ? 33.78 Crore amounting to ? 8.50 Crore has been drawn down from General reserve as permitted by RBI. The amount drawn down from general reserve amounting to ? 8.50 Crore is credited to provision for tax.
FY 2023-24: Bank had adjusted the share issue expenses of ? 9.35 Crore, incurred for the equity raised through the Right Issue during the year ended March 31, 2024, against the share premium account in terms of Section 52 of the Companies Act, 2013 and Reserve Bank of India (Financial Statements - Presentation and Disclosures) Directions dated August 30, 2021 as amended.
e) Capital Infusion:
Current Year: No capital is infused other than the allotment of shares through ESOS.
Previous Year: The Bank, vide its Letter of Offer dated February 21, 2024 offered upto 52,31,85,254 Equity Shares of Face Value of ? 1/- each at a price of ? 22/- per Equity Share (including Share Premium of ? 21/- per Equity Share) for an amount aggregating to ? 1151.01 Crore to the existing Equity Shareholders of the Bank on rights basis in the ratio of One Equity Share for every Four Equity Shares held by the Equity Shareholders on the record date i.e. February 27, 2024. The Bank has allotted 52,31,85,254 Equity Shares on 27th March, 2024.
Classification of assets and liabilities under different maturity buckets is based on the same estimates and assumptions as used by the Bank for compiling the returns submitted to the RBI, which has been relied upon by the auditors.
Advances as on March 31, 2024 include ? 2,425 Crores of Inter Bank Participation Certificate (IBPC), and the same is bucketed in 2 months and up to 3 months bucket.
Off balance sheet items are not considered in maturity pattern of assets and liabilities.
b) Liquidity Coverage Ratio (LCR)
i) Qualitative Disclosure around LCR
The Bank measures and monitors the LCR in line with the Reserve Bank of India's circular dated June 9, 2014 on "Basel III Framework on Liquidity Standards - Liquidity Coverage Ratio (LCR), Liquidity Risk Monitoring Tools and LCR Disclosure Standards" and associated guidelines issued from time to time. The LCR guidelines aim to ensure that a bank maintains an adequate level of unencumbered High Quality Liquid Assets (HQLAs) that can be converted into cash to meet its liquidity needs for a 30 calendar day time horizon under a significantly severe liquidity stress scenario. At a minimum, the stock of liquid
assets should enable the bank to survive until day 30 of the stress scenario, by which time it is assumed that appropriate corrective actions can be taken. Banks are required to maintain High Quality Liquid Assets of a minimum of 100% of its Net Cash Outflows from January 01, 2019. The daily average LCR of the bank for the quarter ended March 2025 is 134.49%.
The Bank has been maintaining HQLA primarily in the form of SLR investments over and above mandatory requirement, regulatory dispensation allowed up to 2% of NDTL in the form of borrowing limit available through Marginal Standing Facility (MSF) and 16% of NDTL as Facility to Avail Liquidity for Liquidity Coverage Ratio (FALLCR).
Bank has a well-diversified funding portfolio and has a lower dependence on wholesale funds. Retail deposits which are considered as stable deposits from a liquidity perspective forms the major funding source of the Bank. The Bank intends to fund the short term cash outflows from extremely liquid Government securities and funding for estimated cash outflows considered in LCR computation substantially flows from this source. The Bank is managing its liquidity from the centralized fund management cell attached to Treasury Department, Mumbai.
c) Net Stable Funding Ratio (NSFR)
i) Qualitative Disclosure
The Basel Committee on Banking Supervision (BCBS) had introduced the Net Stable Funding Ratio (NSFR) in order to ensure that banks maintain a stable funding profile in relation to the composition of their assets, liabilities and off-balance sheet activities. NSFR ensures resilience over a longer-term time horizon by requiring banks to fund their activities with more stable sources of funding.
NSFR is defined as the amount of available stable funding relative to the amount of required stable funding. "Available stable funding" is defined as the portion of capital and liabilities expected to be reliable over the time horizon considered by the NSFR, which extends to one year. The amount of stable funding required ("Required stable funding") of the Bank is a function of the liquidity characteristics and residual maturities of the various assets as well as the off-balance sheet (OBS) exposures of the Bank. As per the RBI Guideline, Bank is required to maintain a minimum NSFR of 100% on an ongoing basis effective from October 1, 2021.
The NSFR of the Bank as on 31st March 2025 is at 156.24% as against the regulatory minimum of 100% and the table given below sets out the details of NSFR of the Bank as on the aforesaid date.
c) Sale and transfer to/from HTM category/Permanent Category
During the year ended March 31, 2025, the aggregate book value of sales and transfer of securities to/from
HTM category did not exceed 5% of the book value of investments held in HTM category at the beginning of
the year.
In accordance of RBI guidelines, the 5% threshold limit referred to above is excluding the following:
i) The one-time transfers of securities to/from HTM category with the approval of Board of Directors permitted to be undertaken by banks at the beginning of the accounting year.
ii) Direct sales from HTM for bringing down SLR holdings in HTM category consequent to a downward revision in SLR requirement by RBI.
iii) Sales to Reserve Bank of India under pre-announced open market auctions.
iv) Repurchase of Government Securities by Government of India from banks.
v) Repurchase of State Development Loans by respective state governments under buyback/switch operations and
vi) Additional shifting of securities explicitly permitted by the Reserve Bank of India.
e) Disclosure on Divergence in Asset Classification and Provisioning for NPAs:
In terms of RBI guidelines, banks are required to disclose the divergences in asset classification and provisioning consequent to RBI's annual supervisory process in their notes to accounts to the financial statements. The disclosure is required if either or both of the following conditions are satisfied:
(a) the additional provisioning for NPAs assessed by RBI as part of its supervisory process exceeds 5% of the reported profit before provisions and contingencies for the reference period and
(b) the additional Gross NPAs identified by RBI as part of its supervisory process exceed 5% of the published incremental Gross NPAs for the reference period ended March 31, 2024 and March 31, 2023.
RBI annual supervision process is not completed for the FY 2023-24 and FY 2024-25 hence no disclosure is made in this regard.
Note : The account that was sold had already been technically written off and fully provisioned at the time of the sale. This sale was structured as a 15:85 (Cash: Security Receipt) arrangement, with the bank investing ?119.27 Crores in security receipts issued by the ARC, in exchange for a sale consideration of ?140.32 Crores. The security receipt (SR) has been valued as per RBI norms.
iii. During the year ended March 31, 2025, the bank did not acquire any stressed loans or transfer any loan not in default / Special Mention Accounts (SMA)
g) Unhedged Foreign Currency Exposure
The Bank has in place a policy on managing credit risk arising out of unhedged foreign currency exposures of its borrowers. The objective of this policy is to maximise the hedging on foreign currency exposures of borrowers by reviewing their foreign currency exposures and encouraging them to hedge the unhedged portion. The policy framework also articulates the methodologies for ascertaining the amount of unhedged foreign currency exposures, estimating the extent of likely loss, estimating the riskiness of the unhedged position and making appropriate provisions and capital charge as per extant RBI guidelines. In line with the policy, assessment of unhedged foreign currency exposure is a part of credit appraisal while proposing limits or at the review stage. Further, the Bank reviews the unhedged foreign currency exposure across its portfolio on a periodic basis. The Bank maintains incremental provisions and additional capital for the unhedged foreign currency exposures of its borrowers in line with the extant RBI guidelines. The Bank has maintained ? 10.71 Crore (previous year ? 12.02 Crore) as provision and ? 9.21 Crore (previous year ? 7.46 Crore) as additional capital for computation of capital adequacy ratio on account of the unhedged foreign currency exposures of borrowers as at March 31, 2025.
The bank had dealt in exchange traded currency futures during the financial year ended March 31, 2025. As at
March 31, 2025 the open contracts on the exchange was ?2,080.88 Crore. (Previous year : ?1,358.80 Crore)
c) Disclosures on Risk Exposure in Derivatives.
i) Qualitative Disclosure.
The Bank undertakes over the counter and exchange traded derivative transactions for Balance Sheet management and also for proprietary trading/ market making. Bank offers derivative products to the customers to enable them to hedge their exposure within the prevalent regulatory guidelines.
These transactions expose the Bank to various risks primarily credit, market, operational, legal, and reputation. There is functional separation between the Front Office, risk and Back Office for undertaking derivative transactions. The derivative transactions are governed by the Investment, forex and derivative policy and market risk management policy of the Bank as well as by the extant RBI guidelines. Various operational/risk limits are set up and actual exposures are monitored vis-a-vis the limits allocated. Risk Limits are in place for risk parameters viz. VaR, Stop Loss, Dealer Limit, Deal size limit. Actual positions are monitored against these limits on a daily basis and breaches, if any, are reported promptly. The MTM position of the derivative portfolio is monitored on a regular basis. The impact on derivative portfolio on account of the probable market movements are assessed on regular basis.
Bank deals in derivatives for hedging foreign currency assets/liabilities subject to the prevailing regulatory guidelines encompassing forward exchange contract as per AS-11 and the currency swap to hedge currency risk. Transactions for hedging and trading are recorded separately. For hedge transactions, the Bank identifies the hedged item (asset or liability) at the inception of the transaction itself. These transactions are accounted for as per Guidance Note on Accounting for Derivatives (revised 2021) issued by ICAI and also mentioned in the RBI Master Direction on Classification, Valuation and Operation of Investment dated September 12th 2023.Transactions related to foreign exchange forwards, Currency futures etc. are marked to market (MTM) on the reporting dates and the MTM is accounted in the books. Collateral requirements for derivative transactions are determined based on usual credit appraisal process. For the purpose of credit risk mitigation, most of the deals have been contracted with Banks/ Major primary dealers and no default risk is anticipated on the deals with them.
Foreign exchange forward contract has not been included in the above disclosure. The notional principal amount of foreign exchange contracts classified as trading on March 31, 2025 amounted to ? 7,142.44 Crore (Previous Year ? 25,394.06 Crore) and mark to market position was asset of ? 86.05 Crore (previous year ?127.64 Crore) and liability of ? 50.80 Crore (Previous year ? 85.72 Crore). The notional principal amount of Foreign exchange contracts classified as non-trading foreign currency swap as on March 31, 2025 amounted to ?649.56 Crore (Previous year Nil).
The notional principal amounts of derivatives reflect the volume of transactions outstanding as at the Balance Sheet date and do not represent the amounts at risk. Interest rate derivative represents interest rate swaps.
d) Credit Default Swaps
The bank has not undertaken any transactions in credit default swaps during the year ended March 31, 2025 and March 31, 2024.
8. Securitisation Transactions
The Bank has not undertaken any securitisation transactions during the year ended March 31, 2025 and March 31, 2024.
9. Off-balance Sheet SPVs sponsored
There are no SPVs sponsored by the Bank as at March 31, 2025 and March 31, 2024.
10. Transfers to Depositor Education and Awareness Fund (DEA Fund):
In accordance with the guidelines issued by the RBI, the Bank transfers the amount to the credit of any account which has not been operated upon for a period of ten years or any deposits or any amount remaining unclaimed for more than ten years to DEA Fund.
Note: Maintainable complaints refer to complaints on the grounds specifically mentioned in Integrated Ombudsman Scheme, 2021 (Previously Banking Ombudsman Scheme, 2006) and covered within the ambit of the Scheme. Previous year figures updated wherever considered necessary so as to align the same with current year data.
* With respect to point 5.3 regarding the status of the complaint, we have reported the data as zero, even though an award was issued against the Bank for FY 2024-25. This is because the list of maintainable complaints provided by the Office of the Ombudsman does not include the said complaint or the award issued against the Bank. We have sent an email to the RBI requesting clarification, but are yet to receive a response.
13. Disclosures on Remuneration
a) Information relating to the composition and mandate of the Nomination & Remuneration Committee. Composition:
The Nomination & Remuneration committee of the Board consists of four members and one of the member is member of Risk Management committee of the Board to facilitate effective governance of compensation. The Chairperson Smt. Lakshmi R Srinivas is a retired Chief General Manager & Head-strategic Training Unit of State Bank of India, having extensive knowledge and experience in Risk Management and Human Resource Management. Sri. V J Kurian, Sri. M George Korah and Sri Benny P Thomas are the other members of the Committee as on 31st March, 2025.
1. Scrutinizing the declarations received from persons to be appointed as Directors as well as from the existing Directors seeking re-appointment and to decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors and make references to the appropriate authority/persons to ensure compliance with the requirements indicated by Reserve Bank of India vide their directive dated May 23, 2011 on Fit & Proper Criteria of the Banks.
2. Recommend to the Board for its consideration and approval on the size and composition of the Board taking into account the available and needed diversity and balance in terms of experience, knowledge, skills, and judgement of the Directors.
3. To devise a Succession Planning Policy for the Board and Senior Management.
4. To formulate a Nomination policy of the Board to guide the Board in relation to appointment/reappointment/ removal of Directors.
5. To identify persons who are qualified to become Directors, KMPs and who may be appointed in senior management as defined in the Succession Policy in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal.
6. To formulate the criteria for evaluation of Independent Directors and the Board/Committees.
7. To devise a policy on Board diversity.
8. To oversee the framing, review and implementation of Bank's overall compensation structure and related polices on remuneration packages payable to the WTDs/MD & CEO and other staff including performance linked incentives, perquisites, Stock option scheme etc. with a view to attracting, motivating and retaining employees and review compensation levels vis-a-vis other Banks and the industry in general.
9. The Committee shall work in close coordination with the Risk Management Committee of the Bank, in order to achieve effective alignment between remuneration and risks. The Committee will also ensure that the cost/income ratio of the Bank supports the remuneration package consistent with maintenance of sound capital adequacy ratio.
10. With respect to the variable pay, both cash and noncash Performance Linked Incentive Schemes, the Committee is empowered to:
i. Draw up terms and conditions and approve the changes, if any, to the Performance Linked Incentive schemes;
ii. Moderate the scheme on an ongoing basis depending upon the circumstances and link the same with the recommendations of Audit Committee;
iii. Coordinate the progress of growth of business vis -a- vis the business parameters laid down by the Board and Audit Committee and effect such improvements in the scheme as are considered necessary;
iv. On completion of the year, finalize the criteria of allotment of marks to ensure objectivity/equity.
v. To identify Material Risk Takers (MRTs) as per the recommendations made by MD & CEO and to fix variable pay and other terms of payment including component (Cash and non-cash), deferment and divergence clause in line with compensation policy and other RBI guidelines and other policies and guidelines of the Bank.
11. The Committee shall also function as the Compensation Committee as prescribed under the SEBI (Share Based Employee Benefits) Regulations, 2014 and is empowered to formulate detailed terms and conditions of the Scheme, administer, supervise the same and to allot shares in compliance with the guidelines and other applicable laws.
12. To obtain necessary clearances and approvals from regulatory authorities, appoint Merchant Bankers and do such other things as may be necessary in respect of the Employees Stock Option Scheme.
13. To oversee the administration of Employee benefits, such as Provident Fund, Pension Fund, Gratuity, Compensation for absence on Privilege/Sick/Casual Leave etc., which are recognized in accordance with Accounting Standard-15 (revised) specified in the Companies (Accounting Standards) Rules, 2006.
14. The Committee may suggest amendments to any stock option plans or incentive plans, provided that all amendments to such plans shall be subject to consideration and approval of the Board.
15. Any other matters regarding remuneration to WTDs/ MD & CEO and other staffs of the Bank as and when permitted by the Board.
16. To conduct the annual review of the Compensation Policy and all other policies related to the functioning of HR department and to submit recommendations to Board.
17. To fulfill such other powers and duties as may be delegated to it by the Board.
18. To review HR Strategy aligning with business strategy of the Bank.
19. To review the skill gaps and talent pool creation.
20. To do any other matters regarding remuneration to whole-time directors/ non-executive directors /part-time chairman, Chief Executive Officers / Material Risk Takers (MRTs) and employees (risk control and compliance staff and all other categories of staff) of the Bank including signing/ joining bonus occurring in the context of hiring new staff and be limited to first year, in the form of share-linked instruments only, as and when permitted by the Board. Such bonus will neither be considered part of fixed pay nor part of variable pay.
21. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.
b) Information relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy.
• The Bank has formed the compensation policy based on the Reserve Bank of India guidelines vide its Circular No. DBOD. No.BC.72/29.67.001/2011-12 dated January 13, 2012.
• Board approves the scale of pay to all employees upto Scale IV as per the terms of agreement signed by and between Indian Banks Association (IBA) and SIB Workmen unions and Officers' Associations. The Board from time to time, on recommendation of the Nomination and Remuneration Committee of Board, shall fix compensation structure of executives in Scale V and above (Executive Compensation Package).
• Further, the compensation structure for the Whole Time Directors (WTDs) / Managing Director & Chief Executive Officer (MD & CEO) of the bank are subject to approval of Reserve Bank of India in terms of Section 35 B of the Banking Regulation Act, 1949. The payment of compensation also requires approval of the shareholders of the Bank in the General Meeting pursuant to clause 95 of Articles of Association of the Bank read with Section 197 of the Companies Act, 2013 and Section 35B (1) of Banking Regulation Act 1949.
• The Reserve Bank of India vide circular DOR.
Appt.BC.No.23/29.67.001/2019-20 dated
November 4, 2019 issued a detailed revised Guidelines on Compensation of Whole Time Directors/ Chief Executive Officers/ Material Risk Takers and Control Function staff. Accordingly, the Compensation Policy has been modified by incorporating the revised provisions of the RBI circular.
c) Description of the ways in which current and future risks are taken into account in the remuneration processes. It will include the nature and type of the key measures used to take account of these risks.
The Board of Directors through the NRC shall exercise oversight and effective governance over the framing and implementation of the Compensation Policy. Human Resource Management under the guidance of MD & CEO shall administer the Compensation and Benefit structure in line with the best suited practices and statutory requirements as applicable.
For Material Risk Takers:
The Bank will refer to the Basel Committee on
Banking Supervision (BCBS) report entitled Range of
Methodologies for Risk and Performance Alignment of Remuneration published in May 2011 for guidance wherever required. It intends to enhance the banks' and supervisors' understanding of risk-adjusted remuneration. This report, by providing some clarification on design of risk-adjusted remuneration schemes, will support and facilitate the greater adoption of sound practices in the banking sector. Some of the key stipulations of the report are as under:
1. In order for incentive-based remuneration to work, the variable part of remuneration will be truly and effectively variable and can even be reduced to zero in line with the symmetry principle defined by the FSB. A key element that supervisors expect is the ability for banks to demonstrate that the methodologies they developed to adjust variable remuneration to risk and performance are appropriate to their specific circumstances.
2. The methodologies for adjusting remuneration to risk and performance will also be consistent with the general risk management and corporate governance framework.
3. Performance measures and their relation to remuneration packages will be clearly defined at the beginning of the performance measurement period to ensure that the employees perceive the incentives mechanism. The usual annual determination of bonuses will be based on rules, processes and objectives known in advance, recognizing that some discretion will always be needed.
4. Bank will use a combination of financial and nonfinancial measures to assess employee performance and adapt the measurement to each employee's specific situation. Qualitative factors (like knowledge, skills or abilities), might play an important role when it comes to judging and rewarding some activities-particularly when these serve to reinforce the bank's risk management goals.
5. The nature and extent to which risk adjustments are needed depends first on the extent to which performance measures capture risks, but in all cases, some form of risk adjustment is needed as remuneration is often awarded before the final outcome of an activity is known. Risks taken need to be estimated (ex-ante), risk outcomes observed (ex-post) and both ex-ante estimates and ex-post outcomes will affect payoffs.
6. Risk adjustments need to take into account the nature of the risks involved and the time horizons over which they could emerge. The impact of remuneration adjustments will be linked to actions taken by employees and/or business units, and their impact on the level of risk taken on by the bank.
7. The nature of the award process, which links the variable remuneration of each individual employee with bonus pools and the total amount of variable remuneration at a bank's level, is also an area that will be carefully considered by banks and supervisors, as it directly influences how and when performance and risk adjustment are or can be used.
8. Considering the above parameters, the Board may approve suitable methodologies for fixing of risk adjusted remuneration, as appropriate, based on the recommendations of Risk Management committee and review/approval of the Nomination and Remuneration Committee on the same.
The compensation structure for the Whole-Time Directors/ Chief Executive Officers / Material Risk Takers (MRTs) of the bank shall be as under:
Fixed Pay and Perquisites
Based on the recommendations of the Nomination and Remuneration Committee, and subject to the approval of Reserve Bank of India (for MD & CEO and Executive Directors), Board shall fix the fixed portion of compensation payable which is reasonable, taking into account all relevant factors including adherence to statutory requirements and industry practice.
Variable Pay
In order to have a proper balance between the cash and share-linked components in the variable pay, the variable pay is to be structured in the form of share-linked instrument (including Cash-linked Stock Appreciation Rights (CSARs)), or a mix of cash and share-linked instruments. Only in cases where the compensation by way of share-linked instruments is not permitted by law/regulations, the option to pay entire variable pay in cash to be exercised.
The assessment of the variable pay will be based on 'Key Performance Indicators' (KPI) achievement of respective whole-time directors/ Chief Executive Officers / Material Risk Takers (MRTs).
d) Description of the ways in which the bank seeks to link performance during a performance measurement period with levels of remuneration.
a) The factors taken in to account for the annual review and revision in the variable pay and performance bonus are:
• The performance of the Bank
• The performance of the business unit
• Individual performance of the employee
• Other risk perceptions and economic considerations.
The criteria for identification of MRTs are subject to the following:
The persons who satisfy the qualitative criteria and any one of the quantitative criteria as detailed below:
(I) Standard Qualitative criteria
• Relate to the role and decision-making power of staff members (e.g., General manager, member of management body) having jointly or individually, the authority to commit significantly to risk exposures, etc.
AND
(II) Standard Quantitative Criteria:
• Their total remuneration exceeds a certain threshold (to be recommended by MD & CEO to NRC for approval); the determination of which may be done prudently by the bank,
or
• They are included among the 0.3% of staff with the highest remuneration in the bank,
or
• Their remuneration is equal to or greater than the lowest total remuneration of senior management and other risk-takers.
MD & CEO is considered as Material Risk Taker, whose compensation will be guided by the provisions applicable to WTD/CEO as per the policy. However, the Board, on recommendation of NRC, will specify additional Material Risk Takers (MRTs) whose actions have a material impact on the risk exposure of the bank from time to time. In this regard the Board has also identified Executive Director, GM & Head Treasury and Executive Vice President till the retirement of the then EVP on 31.05.2024 also as Material Risk Takers of the Bank.
e) A discussion of the bank's policy on deferral and vesting of variable remuneration and a discussion of the bank's policy and criteria for adjusting deferred remuneration before vesting and after vesting.
• Variable Pay
In order to have a proper balance between the cash and share-linked components in the variable pay, the variable pay are to be structured in the form of share-linked instrument (including Cash-linked Stock Appreciation Rights (CSARs )), or a mix of cash and share-linked instruments. Only in cases where the compensation by way of share-linked instruments is not permitted by law/regulations, the entire variable pay can be in cash to be exercised.
The assessment of the variable pay will be based
on 'Key Performance Indicators' (KPI) achievement
of respective whole-time directors/ Chief Executive
Officers / Material Risk Takers (MRTs).
a. Limit on Variable Pay:
A. For Whole-Time Directors and Chief Executive
Officers
i. In compliance to the RBI Guidelines and other applicable rules and regulations at least 50%, should be variable and paid on the basis of individual, business-unit and firm-wide measures that adequately measure performance. The total variable pay shall be limited to a maximum of 300% of the fixed pay (for the relative performance measurement period).
ii. In case variable pay is up to 200% of the fixed pay, a minimum of 50% of the variable pay; and in case variable pay is above 200%, a minimum of 67% of the variable pay should be via non-cash instruments.
iii. In the event that an executive is barred by statute or regulation from grant of share-linked instruments, his/her variable pay will be capped at 150% of the fixed pay, but shall not be less than 50% of the fixed pay.
iv. The deterioration in the financial performance of the bank should generally lead to a contraction in the total amount of variable compensation, which can even be reduced to zero.
B. For Material Risk Takers (MRTs)
i. In compliance to the RBI Guidelines and other applicable rules & regulations 50% of total pay for all MRTs should be variable pay and paid on the basis of individual, business-unit and firm-wide measures that adequately measure performance.
ii. 50% of the variable pay should be via non-cash instruments.
iii. The deterioration in the financial performance of the bank should generally lead to a contraction in the total amount of variable compensation, which can even be reduced to zero.
The Board will from time to time specify the Material
Risk Takers (MRTs).
b. Deferral of Variable Pay
i. For senior executives, including WTDs, and other employees who are MRTs, a minimum of 60% of the total variable pay must invariably be under deferral arrangements. Further, if cash
component is part of variable pay, at least 50% of the cash bonus should also be deferred.
ii. However, in cases where the cash component of variable pay is under ? 25 lakh, deferral requirements is not applicable.
c. Period of Deferral Arrangement
The deferral period should for a period three years. This would be applicable to both the cash and noncash components of the variable pay arrangements.
d. Vesting:
Deferred remuneration should be spread out over the course of the deferral period on a pro rata basis as follows:
• not more than 33.33 % of the total deferred variable pay should vest at the end of first year.
• Further, not more than 33.33 % of total deferred variable pay should vest at the end of second year.
Additionally, vesting should not take place more frequently than on a yearly basis to ensure a proper assessment of risks before the application of ex-post adjustments.
In case of employee's death or permanent disability, whole of the deferred variable pay (Cash component) shall immediately vest in the employee's legal heirs, or the employee, as the case maybe.
e. Share-linked Instruments
Such instruments shall be included as a component of variable pay. Norms for grant of share-linked instruments should be framed by banks in conformity with relevant statutory provisions and should form part of the bank's compensation policy. The details of share-linked instruments granted should also be disclosed in terms of the disclosure requirements stipulated in these Guidelines. Share-linked instruments should be fair valued on the date of grant by the bank using Black-Scholes model.
The Variable pay assessment should be considering the following parameters
• The HR Dept in consultation with CFM Dept. has to recommend that amount of Variable pool of the bank each year to the Nomination and Remuneration Committee.
• While recommending the variable Pool HR Dept should establish the Linkage between the variable pool at the bank level and the performance of the bank vis-a-vis its financials and risk assumed.
• Further HR Dept. should also detail the linkage between performance of various units/ functions/ divisions to performance of variable pool.
• There should be a prudent basis for distribution of the overall variable pool between various units/ functions /divisions including various control and assurance functions
• performance thresholds as defined and assessed by HR Dept. to be attained for being eligible for variable compensation.
The same to be included and form part of Performance
Linked Incentive scheme.
Malus / Clawback
a) The deferred compensation should be subject to malus/clawback arrangements in the event of subdued or negative financial performance of the bank and/or the relevant line of business in any year.
b) A set of situations as detailed below are hereby identified, which require the invocation of the malus and clawback clauses that may be applicable as detailed below:
i. Applying of Malus / Clawback arrangement on entire variable pay on occurrence of the following Situations:
• identified fraud / misconduct by the executive (whole-time directors, Chief Executive Officers / Material Risk Takers (MRTs)) pertaining to the corresponding period for which the clause to be applied.
ii. Applying of Malus / Clawback arrangement on unvested portion of deferred variable pay on occurrence of the following situation:
• Reporting of operating loss or more than 50% fall in operating profit in any year
iii. Applying of Malus clause on unvested portion of deferred variable pay on occurrence of the following situation:
• Wherever the assessed divergence in bank's provisioning for Non-Performing Assets (NPAs) or asset classification exceeds the prescribed threshold for public disclosure as detailed below: (As referred in RBI circular No. DBR.BP.BC.No.32/21.04.018/2018-19 dated April 1, 2019, as amended from time to time),
a. the additional provisioning for NPAs assessed by RBI exceeds 10 per cent of the reported profit before provisions and contingencies for the reference period, and
b. the additional Gross NPAs identified by RBI exceed 15 per cent of the published incremental Gross NPAs for the reference period
Further, in such situations, no proposal for increase in variable pay (for the assessment year) shall be entertained. In case the bank's post assessment Gross NPAs are less than 2.0%, these restrictions will apply only if criteria for public disclosure are triggered either on account of divergence in provisioning (clause (a)) or both provisioning (clause (a) and asset classification (Clause (b)).
Any other act detrimental to the interest of the Bank including and not restricted to violation of Code of Conduct, violation of Framework for dealing with Conflict of Interest, violation of rules and regulations of the Bank, failure to discharge fiduciary and regulatory duties - and in respect of which the Bank would reserve the right to institute appropriate civil, criminal or other proceedings at the risks, costs and consequences of such individual's,
As part of the criteria for the application of malus and clawback, the following period during which malus and/ or clawback can be applied will be 36 months from application of the clause. Covering at least deferral and retention periods (a period of time after the vesting of instruments which have been awarded as variable pay during which they cannot be sold or accessed)
In case, the MRT(s) resigned, retired or taken early retirement or been terminated, the above provisions of clawback shall apply subject to the through due process for recovery of amounts adjudged.
Members of staff engaged in financial and risk control, including internal audit, should be compensated in a manner that is independent of the business areas they oversee and commensurate with their key role in the bank. Effective independence and appropriate authority of such staff are necessary to preserve the integrity of financial and risk management's influence on incentive compensation. Back office and risk control employees play a key role in ensuring the integrity of risk measures. If their own compensation is significantly affected by short-term measures, their independence may be compromised. If their compensation is too low, the quality of such employees may be insufficient for their tasks and their authority may be undermined. The mix of fixed and variable compensation for control function personnel should be weighted in favour of fixed compensation. Therefore, the requirement of minimum 50% of total compensation to be paid in the form of variable pay will not be applicable for this category of staff. However, a reasonable proportion of compensation has to be in the form of variable pay, so
that exercising the options of malus and/or clawback, when warranted, is not rendered infructuous.
For calculating the Variable Pay of Risk Control and Compliance Staff the 'Key Performance Indicators' (KPI) will be totally different and the modalities of the same will be recommended by the Nomination and Remuneration Committee to the Board for approval.
f) Description of the different forms of variable remuneration (i.e. cash and types of share linked instruments) that the bank utilizes and the rationale for using these different forms.
For Material Risk Takers
both cash and non-cash Performance Linked Incentive Schemes to those employees who are eligible for incentives.,
In this regard the Committee is empowered to:
i) Draw up terms and conditions and approve the changes, if any, to the Performance Linked Incentive schemes;
ii) Moderate the scheme on an ongoing basis depending upon the circumstances and link the same with the recommendations of Audit Committee;
iii) Coordinate the progress of growth of business vis -a- vis the business parameters laid down by the Board and Audit Committee and effect such improvements in the scheme as are considered necessary;
iv) On completion of the year, finalize the criteria of allotment of marks to ensure objectivity/equity.
v) To identify Material Risk Takers (MRTs) as per the recommendations made by MD & CEO and to fix variable pay and other terms of payment including component (Cash and non-cash), deferment and
divergence clause in line with compensation policy and other RBI guidelines and other policies and guidelines of the bank.
For Others
The Board will from time to time specify the Risk Control and Compliance Staff.
a) Based on the recommendations of the Committee, Board may fix the variable pay not exceeding 50% of the fixed pay in a year. Within this ceiling, at higher levels of responsibility, the proportion of variable pay will be higher. The variable pay may be in cash, or stock linked instruments or a mix of both.
b) 'Variable pay' means the compensation as fixed by the Board on recommendation of the Committee, which is based on the performance appraisal of an employee in that role, that is, how well they accomplish their goals. It may be paid as:
i. Performance Linked Incentives' to those employees who are eligible for incentives.
ii. Ex-gratia for other employees who are not eligible for Performance linked Incentives.
iii. Bonus for those staff members who are eligible for bonus under the Payment of Bonus Act, 1965
iv. Any other incentives, by whatever name called having the features similar to the above.
c) The Board may adopt principles similar to that enunciated for WTDs/CEOs, as appropriate, for variable pay-timing, Malus/Clawback, guaranteed bonus and hedging.
d) Employee Stock Option Scheme/Employee Stock Option Plan as may be framed by the Board from time to time in conformity with relevant statutory provisions and SEBI guidelines as applicable.
f) Implementation of IFRS converged Indian Accounting Standards (Ind AS)
The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (IND AS) converged with International Financial Reporting Standards (IFRS) for banks. As per earlier instructions, banks in India were required to comply with the IND AS for financial statements for accounting periods beginning from April 01, 2018 onwards, with comparatives for the periods ending March 31, 2018 or thereafter. Progressing towards IND AS, the Bank had prepared pro forma financials as on June 30, 2017 as per extant regulatory guidelines and submitted the same to the RBI. On April 05, 2018, the RBI had announced deferment of implementation date by one year with IND AS being applicable to banks for accounting periods beginning April 01, 2019 onwards. In preparation for the same, the Bank has been submitting quarterly pro-forma financials to the RBI from quarter ended June 30, 2018. On March 22, 2019, the RBI has announced deferment of the implementation of IND AS by banks till further notice. However, the Bank continues to submit to the RBI proforma financials on half year basis.
h) Disclosure of facilities granted to directors and their relatives
Bank has not extended any funded or non-funded (guarantees, Letter of Credit, etc) facilities to directors, their relatives, companies or firms in which they are interested during the Financial year 2024-25 in violation to section 20 of BR Act, 1949/ RBI Regulations issued in this regard.
i) Details of Single Counterparty Limit / Limit for Group of Connected Counterparties exceeded by the Bank
RBI has prescribed limits linked to bank's eligible capital base in respect of exposure to single counter party and group of connected counter parties. During the year ended March 31, 2025 and March 31, 2024, the Bank was within the limits prescribed by the RBI.
The balance outstanding in accounts restructured in accordance with the Circular DBR.No.BP.BC.18/21.04.048/ 2018-19 dated January 1, 2019, DOR.No.BP.BC.34/21.04.048/2019-20 dated February 11, 2020, DOR.No.BP. BC/4/21.04.048/2020-21 dated August 06, 2020 and DOR.STR.REC.12/21.04.048/2021-22 dated May 05, 2021and maintained as standard in the bank's books amounts to ?148.27 Crores (Previous year ? 392.07 Crores) and standard asset provision of ? 25.23 Crores (Previous year ? 40.44 Crores) is maintained in the books towards such accounts.
1). Provision for taxes credited from reserve
Note:- Effective from April 01, 2024 the Bank has adopted the revised framework as detailed in RBI Master Direction on Classification, Valuation and Operation of Investment Portfolio issued on September 12, 2023 ('RBI Investment Direction 2023'). Accordingly, as prescribed under the transition provisions of the aforesaid framework the Bank has (1) transferred the balance in Investment Reserve Account as at March 31, 2024 of ? 34.20 Crore to the general reserve (2) transferred the provision held for depreciation on investments as at March 31, 2024 of ? 1,259.04 Crore to the General Reserve and accounted provision held for depreciation on investments as per the revised framework of ? 1,225.26 Crore including adjustment due to amortization of discount on securities classified under the Held to Maturity category resulting in ? 33.78 Crore to the General Reserve as on April 01, 2024. The tax effect of ? 33.78 Crore amounting to ? 8.50 Crore has been drawn down from General reserve as permitted by RBI. The amount drawn down from general reserve amounting to ? 8.50 Crore is credited to provision for tax.
1) Transactions with WOS are shown excluding GST and TDS.
2) In compliance with the guidelines as per annexure to SEBI circular No SEBI/HO/CFD/CMD1/ CIR/P/2021/662 November 22, 2021, The South Indian Bank Ltd, being a listed bank, is not required to provide the disclosures with respect to related party transactions involving loans, inter-corporate deposits, advances or investments made or given by the bank.
3) As per the provisions of SEBI (LODR) Regulations, 2015 the following are not considered as related party transactions:
(a) the issue of specified securities on a preferential basis, subject to compliance of the requirements under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(b) the following corporate actions which are uniformly applicable/offered to all shareholders in proportion to their shareholding:
i. payment of dividend;
ii. subdivision or consolidation of securities;
iii. issuance of securities by way of a rights issue or a bonus issue; and
iv. buy-back of securities.
(c) acceptance of fixed deposits at the terms uniformly applicable/offered to all shareholders/ public, subject to disclosure of the same along
with the disclosure of related party transactions every six months to the stock exchange(s), in the format as specified by the Board:
(d) acceptance of current account deposits and saving account deposits in compliance with the directions issued by the Reserve Bank of India or any other central bank in the relevant jurisdiction from time to time: ##
Explanation: For the purpose of clauses (c) and (d) above, acceptance of deposits includes payment of interest thereon.
(e) Retail purchases from any listed entity or its subsidiary by its directors or its employees, without establishing a business relationship and at the terms which are uniformly applicable/ offered to all employees and directors.
## As the amendment w.r.t. savings account deposit and interest thereon was vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, savings deposit interests paid were reported for both half years and consolidated for FY 2024-25 to ensure consistency in reporting.
4) The Bank, being a scheduled commercial bank, as per RBI circular RBI/DBR/2015-16/19 dated March 03, 2016, has allowed additional interest of one per cent per annum, over and above the rate of interest mentioned in the schedule of interest rates on savings or a term deposits of bank's staff and their exclusive associations as well as on deposits of Chairman, Managing Director or such other Executives appointed for a fixed tenure.
5) Value of the related party transaction for deposit is the balance in fixed deposit outstanding as on 31.03.2025.
6) Regulation 23 of Listing regulations, as amended from time to time, grant exemptions from seeking approval of the Audit Committee for the transactions entered into by and between the holding company and its wholly owned subsidiary company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.
7) The CSR activity of Bank is carried out by a trust formed by Bank in this regard. Since the Trust is acting on behalf of Bank and amount are spent as Bank's CSR expenditure, these transactions are not treated as RPT.
8) The transaction in ESOS Grant refers to number of options granted / balance number of options outstanding to KMP/ subsidiary directors/ relatives (being employees of the Bank) as part of their performance linked incentive (Non-cash).
9) Transaction in ESOS Exercise refers to the value of ESOS exercised by KMP/ subsidiary directors/ relatives (being employees of the Bank) as part of their performance linked incentive (Non-cash) for ESOS Granted.
10) It is further provided under 4th provision to Regulation 23 (9) that the remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require disclosure under this sub-regulation provided that the same is not material in terms of the provisions of sub-regulation (1) of the regulation 23. As the amendment w.r.t. the same was introduced vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, these details were disclosed as part of annual disclosures to ensure consistency in reporting for FY 2024-25.
11) None of the Directors/ KMPs/ relatives are holding substantial shares/ securities of the Bank.
12) Wherever PAN is not available for any relatives, PAN of the respective Director/KMP is mentioned in Stock exchange XBRL reporting template.
13) Transactions with common directors of subsidiary and Bank is shown under Directors.
14) In the closing balance of Deposits, the details of deposits of directors/ KMP /their relatives, who has retired or ceased to be KMP or directors/ related party during the review period were not included in reporting, as the same will not be coming under the preview of Related Party Transaction. The opening balance / interest paid and received for the respective half years / remuneration paid during the period are consolidated and reported as part of RPT.
11. Employee Benefits
a) Provident Fund:
Employees, who have not opted for pension plan are eligible to get benefits from provident fund, which is a defined contribution plan. Aggregate contributions along with interest thereon are paid on retirement, death, incapacitation or termination of employment. Both the employee and the Bank contribute a specified percentage of the salary to the South Indian Bank Employees' Provident Fund. The Bank has no obligation other than the monthly contribution.
The Bank recognized ?0.24 Crore (Previous Year: ?0.24 Crore) for provident fund contribution in the Profit and Loss Account.
b) New Pension Scheme
As per the industry level settlement dated April 27, 2010, employees who joined the services of the Bank on or after April 1, 2010 are not eligible for the existing pension scheme whereas they will be eligible for Defined Contributory Pension Scheme (DCPS) in line with the New Pension Scheme introduced for employees of Central Government. Towards DCPS, employee shall contribute 10% of their pay components and Dearness Allowance thereon and the Bank will also make a contribution of 14%. There is no separate Provident Fund for employees joining on or after April 1, 2010.
The Bank recognized ? 82.44 Crore (Previous Year: ? 73.15 Crore) for DCPS contribution in the Profit and Loss Account.
(i) Discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of obligations.
(ii) Expected rate of return on plan assets is based on the average long term rate of return expected on investments of the funds during the estimated term of the obligations.
(iii) The estimates of future salary increases, considered in actuarial valuation, taken in to account the inflation, seniority, promotion and other relevant factors.
j) Compensation for absence on Privilege / Sick / Casual Leave
The charge on account of compensation for privilege / sick / casual leave has been actuarially determined and an amount of ? 39.21 Crore (Previous year ?99.79 Crore) has been debited to Profit and Loss account.
The above information is as certified by actuary and relied upon by the auditor.
k) Provision for wage revision
Based on the MoU signed by IBA on December 12, 2023, an annual increase in salary was agreed at 17% beginning from November 01, 2022. Accordingly, the Bank had made ?Nil in FY 24-25 (Previous Year ?169.00 Crore) toward wage revision.
12. Micro Small and Medium Industries
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. Following are the details of delayed payments to MSMED registered vendors.
13. Segment reporting
Business Segments have been identified and reported taking into account, the target customer profile, the nature of product and services, the differing risks and returns, the organization structure, the internal business reporting system and guidelines issued by RBI from time to time. The Bank operates in the following business segments;
a) Treasury:
The treasury segment primarily consists of interest earnings on investments portfolio of the bank, gains or losses on investment operations and earnings from foreign exchange business. The principal expenses of the segment consist of interest expense on funds borrowed and other expenses. Segmental expenses are allocated as per board approved policy.
b) Corporate / Wholesale Banking:
The Corporate / Whole sale Banking segment provides loans to corporate segment identified on the basis of RBI guidelines. Revenues of this segment consist of interest earned on Loans made to corporate customers and the charges / fees earned from other banking services. The principal expenses of the segment consist of interest expense on funds borrowed and other expenses. Segmental expenses are allocated as per board approved policy.
c) Retail banking:
The Retail Banking segment provides loans to non-corporate customers identified on the basis of RBI guidelines. Revenues of this segment consist of interest earned on Loans made to non-corporate customers and the charges / fees earned from other banking services. The principal expenses of the segment consist of interest expense on funds borrowed and other expenses. Segmental expenses are allocated as per board approved policy.
In accordance with RBI circular DOR.AUT.REC.12/22.01.001/2022-2023 dated April 07, 2022 on establishment of Digital Banking Units, the Bank has presented 'Digital Banking' as sub-segment of the Retail Banking Segment. Assets of DBU consists of mainly credit card, preapproved personal loans, loan against deposits opened through digital mode etc.
d) Other Banking Operations:
This segment includes income from para banking activities such as debit cards, third party product distribution and associated costs. Segmental expenses are allocated as per board approved policy.
e) Unallocated
All items that cannot be allocated to reportable segments are included in unallocated portion.
Geographic segment
The Bank operations are predominantly confined within one geographical segment (India) and accordingly this is considered as the only secondary segment. In accordance with RBI guidelines in regard to business segments of banks, the bank has determined the business segments and the required disclosures are as follows:
The Bank's pending litigations comprise of claims against the Bank by the clients and proceedings pending with Income Tax authorities/GST/VAT/Service Tax Authorities. The Bank has reviewed all its pending litigations and proceedings and has adequately provided for such liabilities where provisions are required and disclosed the contingent liabilities wherever applicable (other than SCN's), in its financial statements. The Management believes that the possibility of outflow of resources embodying economic benefits in these cases is possible but not probable and hence no provision is required in these cases. However, the contingent liability has been disclosed with respect to these cases.
15. Provision for long term contracts
The Bank has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the bank has reviewed and recorded adequate provision as required under any Law/Accounting Standards for material foreseeable losses on such long-term contracts (including derivative contracts) in the books of account and disclosed the same under the relevant notes in the financial statements.
17. Corporate social responsibility
Operating expenses include ?21.35 Crore (Previous Year ? 10.50 Crore) for the year ended March 31, 2025 towards Corporate Social Responsibility (CSR), in accordance with the Companies Act, 2013. The Bank has spent 2.09 % of its average net profit for the last three financial years as part of its CSR for the year ended March 31, 2025 against the minimum mandatory CSR obligation of 2%.
19. Operating Leases
Lease payments for assets taken on operating lease are recognized as an expense in the Profit and Loss Account as per the lease terms. During the year an amount of ? 128.58 Crore (Previous year: ? 118.18 Crore) was charged to Profit and loss account.
20. Disclosure as to Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014
The Bank, as part of its normal banking business grants loans and advances, makes investment, provides guarantees to and accept deposits and borrowings from its customers, other entities and persons. These transactions are conducted after proper due diligence and ensuring adherence to all regulatory requirements including "Know Your Customer" guidelines.
Other than the transactions described above which are carried out in the normal course of business, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or deposits or any other sources or kinds of funds) by the Bank to or in any other persons or entities, including foreign entities ("intermediaries") with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Bank ("Ultimate Beneficiaries"). The Bank has also not received any funds from any parties (Funding Party) with the understanding that the Bank shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
21. Proposed Dividend
'The Board of Directors, has proposed a dividend of ? 0.40 per equity share (40%) for the year ended March 31, 2025 amounting to ? 104.65 Crore. The proposal is subject to the approval of shareholders at the Annual General Meeting. In terms of revised Accounting Standard (AS) 4 'Contingencies and Events occurring after the Balance sheet date' as notified by the Ministry of Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016, dated March 30, 2016, proposed dividend is not recognised as a liability as on March 31, 2025. However, effect of the proposed dividend has been reckoned in determining capital funds in the computation of capital adequacy ratios as at March 31, 2025.
Figures of the previous year have been regrouped to confirm to the current year presentation wherever necessary.
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