The Board of Directors of indusind Bank Limited ("the Bank") havepleasure in presenting its report covering business and operationsof the Bank, together with the Audited Financial Statements for thefinancial year ended March 31, 2025.
The financial performance for the financial year ended March 31,2025, is summarized as under:
Particulars
As onMarch 31, 2025
As onMarch 31, 2024
Deposits
4,11,078.14
3,84,792.92
Advances
3,45,018.63
3,43,298.27
Operating Profit(before Provisions andContingencies)
10,644.86
15,740.27
Net Profit
2,642.90
8,949.78
The Bank demonstrated traction in operating performance metrics,like disbursements, resource mobilization through deposits.
Our deposits grew by 6.83% for the year. Balance sheet footagecrossed ?5.5 trillion mark as of March 31, 2025.
The Bank maintained profitability amidst a challenging operatingenvironment with operating profit before provisions andcontingencies of ^10,644.86 crores (compared to ^15,740.27crores in previous year). Net interest Margin of the Bank stoodat 3.62%. Further, total Provisions and Contingencies includingincome tax provision increased by 17.84% from ^6,790.49 croresto ^8,001.96 crores. Net Profit amounted to ^2,642.90 crores, asagainst ^8,949.78 crores in the previous year.
The Directors recommend appropriation of Profit as under:
Operating Profit before Provisionsand Contingencies
Less: Provisions and Contingencies inclusiveof income Tax
8,001.96
Profit Brought Forward
29,176.02
Amount available for Appropriation.
31,818.92
Transfer to Statutory Reserve
660.72
Transfer to Capital Reserve
196.17
Dividend Paid
1,284.90
Total Appropriations
2,141.79
Balance carried over to Balance Sheet
29,677.13
The Basic Earning Per Share (EPS) of the Bank during the year was^33.93 compared to ^115.19 in the previous year.
The Board of Directors of the Bank has not proposed any dividendfor the financial year ended March 31, 2025.
The Dividend Distribution Policy of the Bank can be accessed fromBank's website at:
https://www.indusind.com/content/dam/indusind-corporate/
investor-resource/PoliciesoftheBank/indusind-Bank-Limited-
Dividend-Distribution-Policy.pdf.
The year under review was the second year of the 6th TriennialPlanning Cycle of the Bank, (Planning Cycle 6) with the theme of"Growth, Granularity and Governance (3G in short)".
The Bank continued execution on the strategic priorities duringthe course of the year along with navigating cyclical asset qualityissues especially in the unsecured segments.
However, the Bank faced multiple material developments sinceMarch 2025. These developments have been unfortunate tohave taken place in a bank. Upon being made aware of theirregularities since March 2025, the Board has taken active stepsin understanding and addressing all areas of concern holisticallyand disclosing progress transparently at the appropriate stages.
The Board and the Management set forth its desire of maintainingtrust in the institution by aspiring for and implementing higherstandards of transparency and compliance. in particular, the Bankhas taken several measures to understand the root cause of theidentified irregularities, ascertain the financial impact and takecorrective actions as well as fix accountability etc.
The Bank has appropriately accounted for and reflected the impactwhile finalizing the results for the year ended March 31, 2025. TheBank's financials now reflect full and fair representation of all theconcerns brought to its attention.
Overall, the Bank's balance sheet remains robust after fullyabsorbing adverse financial impact. The Bank has been profitablefor the FY25 with Profit After Tax of ? 2,642.90 crores. The bank'sbalance sheet remains healthy after absorbing all these impactswith a Capital Adequacy Ratio of 16.24%, Provision Coverage Ratioof 70% and average Liquidity Coverage Ratio of 118% with excessliquidity of ? 39,600 crores.
The Board and the Management is committed to taking allnecessary steps to restore the trust and confidence in theinstitution. The Bank continues to execute its strategy of focusingon domains like vehicle finance, retailisation of liabilities, scalingup SME and new businesses and building a One Bank approach.The growth will be achieved with a cultural shift towards rightcompliance and governance framework with open and honestcommunication with all stakeholders.
The Board along with the Management have shown a strong resolveto address all the identified issues in timely and comprehensivemanner. The Bank has a robust Networth and balance sheet evenafter absorbing impact from all the past anomalies. The learningsfrom these incidents will be imbibed to reinforce the governanceand compliance culture of the organisation. The Bank at its corehas profitable business model and it will pivot towards sustainablegrowth as we put this episode behind us. The Bank would like toexpress its gratitude to the regulators and particularly the ReserveBank of India for its support and guidance in helping navigatingthese challenging times.
Some of the significant matters during the year are listed below:
• Internal Trades Derivative Accounting under the head 'OtherAssets' amounting ?1,959.98 crores being accumulatednotional profits since FY 2015-16 have been written off as aprior period item in the current financial year.
• In conducting a review of the Bank's microfinance portfoliofor the period ended December 31, 2024, the Internal AuditDepartment ('IAD') of the Bank noted incorrect accountingand subsequent reversal of cumulative interest income of^673.82 crore and Fee Income of ? 172.58 crores within thecurrent financial year.
• Certain incorrect Manual Entries posted in the 'Other Assets'and 'Other Liabilities' pertaining to prior years amounting to? 595 crores has been set off during the current financial year.This has no impact on the financial results of the Bank for theyear ended March 31, 2025.
• During the internal review it was noted misclassification ofcertain microfinance loans as crop loans which has beenresulted into incorrect classification of such loans as 'standardassets' along with accrual of interest income. The Bankhas corrected this classification resulting in an additionalrecognition of Non-Performing Advances aggregating to ?1,885.19 crores. The Bank made a provision for these at a rateof 95% aggregating to ?1,791.08 crores and reversed interestof ^178.12 crores.
During the year under review, there has been no change in thenature of business of the Bank.
During the year under review, Bharat Financial Inclusion Limited("BFIL"), the wholly owned subsidiary of the Bank, earned revenueof ?2,411.50 crores as against ^2,334.64 crores earned during theprevious year. The Net Loss for the year under review amounted to^67.49 crores as against profit of ^27.21 crores in previous year. Asa Business Correspondent undertaking, the strength of BFIL lies inits talent pool of trained and motivated employees that stood at50,604 as on March 31, 2025.
IndusInd Marketing and Financial Services Private Limited ("IMFS")is an Associate Company of the Bank as 30% of its share capital isheld by the Bank. IMFS is engaged in the business of providingmanpower services, and during the year under review, earned arevenue of ^460.31 crores as against ^466.12 crores earned in theprevious year. The net profit earned by IMFS during the year underreview amounted to ?0.44 crores as against ?1.02 crores earnedin the previous year. IMFS had 11,836 employees on its rolls as onMarch 31, 2025.
Pursuant to Section 129(3) of the Companies Act, 2013 read withRule 8 of Companies (Accounts) Rules, 2014, the Bank has drawnup Consolidated Financial Statements including the FinancialStatements of its Subsidiary Company and financial results ofAssociate Company, and such Consolidated Financial Statementsare included in this Integrated Annual Report.
In accordance with the fourth proviso to Section 136(1) of theCompanies Act, 2013, the Standalone Financial Statements and theConsolidated Financial Statements, including audited accounts of
BFIL and IMFS and all other documents required to be attachedthereto have been hosted on the website of the Bank at:
https://www.indusind.com/in/en/investors/investor-landing/
investor-resources.html
A statement containing the salient features of the financialposition of the Subsidiary and Associate Company in Form AOC-1is enclosed as 'Annexure' to the Financial Statements.
The Bank does not have any joint venture company and thesubsidiary is not a material subsidiary in terms of the Securitiesand Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ["SEBI Listing Regulations"].
During the year under review, authorized capital of the Bank wasat ^1,000.00 crores.
The issued, subscribed and paid-up share capital of the Bank as atMarch 31, 2025 is ^779.05 crores comprising of 77,90,54,472 equityshares of face value of ?10 each.
During the year under review, the Bank has allotted 7,34,521equity shares of ?10 each pursuant to exercise of options byoption holders under its various Employee Stock Option Schemes("ESOS"). The equity shares allotted under ESOS ranks pari-passuwith the existing equity shares issued and allotted by the Bank.The share capital of the Bank increased by ?0.73 crores and sharepremium by ^60.72 crores on account of the said allotment.
Being a Scheduled Commercial Bank, compliance with the SEBICircular on fund-raising by issuance of Debt Securities by LargeEntities is not applicable to the Bank.
In compliance with Regulation 53 of the SEBI Listing Regulations,the names of the Debenture Trustees with their contact detailsare given below:
Trustee
Name of Debenture
: Catalyst Trusteeship Limited
(formerly GDA Trusteeship Ltd.)
Address
: GDA House, S. No.94/95, Plot No.85,Bhusari Colony (Right), Paud Road,Pune - 411038, Maharashtra, India
Website
: www.catalysttrustee.com
E-mail
: dt@ctltrustee.com
During FY 2024-25, the Bank has not raised any non-equity Tier 1capital. As on March 31, 2025, the Bank had no non-equity Tier 1capital instruments.
During FY 2024-25, the Bank has not raised any Tier 2 capital. As onMarch 31, 2025, the value of outstanding Tier 2 Capital instrumentsis ^2,800.00 crores.
The Bank is a banking company governed by the Banking RegulationAct, 1949, and as such, the provisions in the Companies Act, 2013relating to acceptance of Public Deposits are not applicable.
The Bank continues to be adequately capitalized. The CapitalAdequacy Ratio of the Bank, calculated under the Basel III CapitalRegulations mandated by Reserve Bank of India {"the RBI"), is setout below:
March 31, 2025
March 31, 2024
i) Capital Adequacy Ratio
16.24%
17.23%
(CRAR)
ii) CRAR- Common Equity
15.10%
15.82%
Tier 1 Capital
iii) CRAR- Tier 1 Capital
1 5.82%
iv) CRAR- Tier 2 Capital
1.14%
1.41%
Instruments
Rating
Rating Agency
Domestic Ratings
Infrastructure Bond program/Tier 2Bonds
aa
CRISIL
Certificates of Deposit Program/Short Term FD Program
A1
Certificates of Deposit Program
CARE
Senior Bonds program /Tier 2 Bonds
India Ratingsand Research
International Ratings
Senior Unsecured MTN Programme
Ba1
Moody'sInvestors Service
The Bank's Board comprised eleven Directors as on March 31, 2025,
i.e., eight Non-Executive, Independent Directors viz. Mr. SunilMehta, Part-time Chairman, Mrs. Akila Krishnakumar, Mr. RajivAgarwal, Mrs. Bhavna Doshi, Mr. Jayant Deshmukh, Mr. PradeepUdhas, Mr. L. V. Prabhakar, Mr. Rakesh Bhatia; one Non-Executive,Non-Independent Director viz. Mr. Sudip Basu and Mr. SumantKathpalia, Managing Director & CEO and Mr. Arun Khurana, Whole¬time Director {Executive Director).
All Independent Directors have confirmed that they meet thecriteria of independence as prescribed under Section 149 {6)and {7) of the Companies Act, 2013, and Regulation 25 of theSEBI Listing Regulations. The following Directors continue tobe identified as Independent Directors as on March 31, 2025:
1. Mr. Sunil Mehta
2. Mrs. Akila Krishnakumar
3. Mr. Rajiv Agarwal
4. Mrs. Bhavna Doshi
5. Mr. Jayant Deshmukh
6. Mr. Pradeep Udhas
7. Mr. L. V. Prabhakar
8. Mr. Rakesh Bhatia
Pursuant to Regulation 25(9) of SEBI Listing Regulations, theBank's Board of Directors have also obtained a Certificate fromM/s Alwyn Jay & Co., Practicing Company Secretaries, that theaforesaid Directors meet the 'Criteria of Independence' andare independent of the Management.
The said Certificate is furnished at Annexure I and forms anintegral part of this Integrated Annual Report.
In terms of the provisions of Section 149 of the CompaniesAct, 2013, read with Rule 3 of the Companies (Appointmentand Qualification of Directors) Rules, 2014, and Regulation17 of the SEBI Listing Regulations, specified companies arerequired to have at least one Woman Director on their Board.
Mrs. Akila Krishnakumar (DIN: 06629992), who joined theBoard on August 10, 2018, is a Non-Executive, IndependentWoman Director of the Bank. Mrs. Akila Krishnakumaris Chairperson of the Compensation and Nomination &Remuneration Committee, and I. T. Strategy Committee. Sheis also a Member of the Audit Committee of the Board, SpecialCommittee of the Board for Monitoring and Follow-up ofcases of frauds, and Oversight Committee.
Mrs. Bhavna Doshi (DIN: 00400508), who joined the Boardon January 14, 2020, is a Non-Executive, Independent WomanDirector of the Bank. Mrs. Bhavna Doshi is the Chairperson ofthe Audit Committee of the Board. She is also a Member of theFinance Committee, Stakeholders' Relationship Committee,Risk Management Committee, Special Committee of theBoard for Monitoring and Follow-up of cases of frauds, andOversight Committee.
Pursuant to the recommendation of the Compensationand Nomination & Remuneration Committee (C&NRC),the Board of Directors have appointed / re-appointed thefollowing Directors:
• Mr. Lingam Venkata Prabhakar (DIN: 08110715): The
Board of Directors had on March 30, 2024, approvedthe appointment of Mr. Lingam Venkata Prabhakar asNon-Executive, Independent Director of the Bank for aperiod of four years, with effect from March 30, 2024,up to March 29, 2028 (both days inclusive).
The Shareholders of the Bank had, on June 12, 2024,approved the appointment of Mr. Lingam VenkataPrabhakar as Non-Executive, Independent Director,of the Bank by passing a Special Resolution throughPostal Ballot. In accordance with Section 149(13) of theCompanies Act, 2013, Mr. Lingam Venkata Prabhakar isnot liable to retire by rotation.
• Mr. Rakesh Bhatia (DIN: 06547321): The Boardof Directors had on March 30, 2024, approved theappointment of Mr. Rakesh Bhatia as Non-Executive,Independent Director of the Bank for a period of fouryears, with effect from March 30, 2024, up to March 29,2028 (both days inclusive).
The Shareholders of the Bank had, on June 12, 2024,approved the appointment of Mr. Rakesh Bhatia asNon- Executive, Independent Director of the Bank bypassing a Special Resolution through Postal Ballot. Inaccordance with Section 149(13) of the Companies Act,2013, Mr. Rakesh Bhatia is not liable to retire by rotation.
• Mr. Sudip Basu (DIN: 09743986): The Boardof Directors had on May 30, 2024, approved theappointment of Mr. Sudip Basu as Non-Executive, Non¬independent Director of the Bank for a period of fouryears, with effect from May 30, 2024, up to May 29, 2028(both days inclusive).
The Shareholders of the Bank had, on July 4, 2024,approved the appointment of Mr. Sudip Basu as Non¬Executive, Non-independent Director of the Bankby passing a Ordinary Resolution through PostalBallot. Mr. Sudip Basu being a Non- Executive, Non¬independent Director, is liable to retire by rotation.
• Mr. Sumant Kathpalia (DIN: 01054434): The Boardof Directors of the Bank had, at their meeting held onSeptember 27, 2024, approved the re-appointment ofMr. Sumant Kathpalia as Managing Director & CEO of theBank with effect from March 24, 2025, subject to approvalof Reserve Bank of India and the Shareholders of the Bank.
Reserve Bank of India had, vide letter dated March 6,2025, approved the re-appointment of Mr. SumantKathpalia as the Managing Director & CEO of the Bankfor a further period of 1 year, with effect from March 24,2025 up to March 23, 2026 (both days inclusive).
Mr. Sumant Kathpalia, Managing Director & CEO, KeyManagerial Personnel of the Bank, vide his letter datedApril 29, 2025, resigned from services of the Bank witheffect from close of working hours on April 29, 2025.
Retirement by Rotation
Mr. Sudip Basu (DIN: 09743986): In compliance withSection 152 of the Companies Act, 2013, Mr. Sudip Basu, Non¬Executive, Non-Independent Director of the Bank is liable toretire by rotation at the 31st Annual General Meeting of theBank and being eligible, offers himself for re-appointment.
A Resolution seeking approval of the Shareholders forMr. Sudip Basu's re-appointment, forms part of the Noticeconvening the 31st Annual General Meeting. A brief Resumeof Mr. Sudip Basu is furnished in the Report on CorporateGovernance for information of the Shareholders.
As required under Regulation 36(3) of the SEBI ListingRegulations, particulars of the Directors seekingappointment/re-appointment, as aforesaid are given in theAnnexure to the Statement attached to the Notice conveningthe 31st Annual General Meeting, which forms part of theIntegrated Annual Report.
Pursuant to the provisions of Section 164 of the CompaniesAct, 2013, none of the Directors have been disqualified frombeing appointed as 'Director' of the Bank.
Certificate of Non-Disqualification of Directors
In terms of Regulation 34(3) read with Schedule V of theSEBI Listing Regulations, the Bank has obtained a Certificatefrom M/s Alwyn Jay & Co., Practicing Company Secretaries,confirming that none of the Directors on the Board ofthe Bank have been debarred or disqualified from beingappointed or continuing as Directors of the companies, eitherby the SEBI or the MCA or any other statutory/ regulatoryauthorities. The said Certificate is attached as Annexure IIto this Integrated Annual Report.
Statement regarding Opinion of the Board withregard to Integrity, Expertise and Experience ofthe Independent Directors appointed during theyear under review:
The Independent Directors appointed/re-appointed duringthe year under review were subject to due-diligence by theCompensation and Nomination & Remuneration Committee,based on parameters of qualification, expertise, track record,integrity and such other parameters as stipulated under extantnorms prescribed by the RBI.
Based on the recommendations of the Compensation and Nomination& Remuneration Committee, the Board of Directors, after conductingtheir own assessment, were of the opinion that the IndependentDirectors appointed / re-appointed during the year under review,possess the necessary integrity, expertise and experience, and thattheir appointment / re-appointment, is in the interest of the Bank.
Cessation of Directors during the year under reviewDr. T. T. Ram Mohan (DIN: 00008651): ceased to be Director ofthe Bank with effect from close of business hours on May 11, 2024,on completion of his tenure.
The Board places on record its sincere appreciation for thecontribution made by Dr. T. T. Ram Mohan during his tenure onthe Board.
Cessation of Directors after the end of the year underreview and upto the date of this Report
Following Directors demitted the office after the end of thefinancial year 2024- 2025, and up to the date of this Report.
• Mr. Sumant Kathpalia (DIN: 01054434): Mr. SumantKathpalia, Managing Director & CEO, Key ManagerialPersonnel of the Bank, vide his letter dated April 29, 2025,resigned from services of the Bank with effect from close ofworking hours on April 29, 2025.
• Mr. Arun Khurana (DIN: 00075189): Mr. Arun Khurana,Whole-time Director (Executive Director), Key ManagerialPersonnel of the Bank, vide his letter dated April 28, 2025,resigned from services of the Bank with effect from close ofworking hours on April 28, 2025.
• Mr. Jayant Deshmukh (DIN:08697679): Mr. JayantDeshmukh Ceases to be the Director of the Bank witheffect from close of working hours on July 23, 2025, uponcompletion of his tenure.
The Board places on record its sincere appreciation for thecontribution made by Mr. Jayant Deshmukh during his tenureon the Board.
Board and Committee Meetings
During the year under review, 31 meetings of the Board of Directorswere held.
Details of composition of the Board and of all its Committees,Meetings held, and Attendance of the Directors at such Meetings,are provided in the Corporate Governance Report, which formspart of the Integrated Annual Report.
The intervening gap between the meetings of the Board andCommittees, was within the period as prescribed under the provisionsof the Companies Act, 2013 and the SEBI Listing Regulations.
Pursuant to the provisions of the Companies Act, 2013 and theSEBI Listing Regulations, the Compensation and Nomination &Remuneration Committee of the Board had laid down the criteriafor Performance Evaluation of the Board as a whole, IndividualDirectors including Independent Directors, Non-IndependentDirectors, the Chairman and the Committees of the Board, as wellas the process for such evaluation.
The Bank has aligned its Board Evaluation Framework in line withthe Guidance Note on Board Evaluation issued by the SEBI as perCircular dated January 5, 2017.
The Bank has engaged an external Independent ProfessionalAgency for conducting the Performance Evaluation exercise.
The Board of Directors has carried out the annual evaluation of theperformance of the Board as a whole, Individual Directors includingIndependent Directors, Non-Independent Directors, the Chairmanand the Committees of the Board. The performance of the Boardas a whole, Individual Directors including Independent Directors,Non-Independent Director, the Chairman and the Committees ofthe Board have been evaluated /reviewed by the Compensationand Nomination & Remuneration Committee, by the IndependentDirectors and by the Board of Directors.
The Board has formulated a Policy on Performance Evaluationwhich details the various aspects that are to be considered forevaluating the performance of the Board, including but not limitedto attendance, participation in the meetings, contribution towardsstrategies of the Board, etc.
The Policy on Performance Evaluation provides a guideline for theindividual Directors to evaluate the Board, its Committees andindividual directors.
The Policy on Performance Evaluation is available on the Bank'swebsite at:
The Statement indicating the manner in which the evaluationexercise was conducted is included in the Corporate GovernanceReport, which forms part of this Integrated Annual Report.
The Board of Directors are at the helm of the Bank and anenlightened Board creates a culture of leadership and provides along-term policy approach to improve the quality of governance.
The Policy for Selection and Appointment of Directors has beenformulated and adopted by the Bank in terms of Section 178 of theCompanies Act, 2013, the relevant provisions of the SEBI ListingRegulations, Section 10A of the Banking Regulation Act, 1949 andthe Guidelines issued by the RBI, in this regard, from time to time.
The Policy for Selection and Appointment of Directors shall act as aguideline for the Compensation and Nomination & RemunerationCommittee for determining the qualifications, positive attributes,independence of Directors and matters related thereto, to recommendappointment and removal of Directors on the Board of the Bank.
The Policy for Selection and Appointment of Directors has beenhosted on the Bank's website at:
Various programs were undertaken for familiarizing theIndependent Directors of the Bank, details of which are disclosedin the Corporate Governance Report, which forms part of theIntegrated Annual Report.
The following were the changes in the Key Managerial Personnelof the Bank:
• Mr. Sumant Kathpalia: Mr. Sumant Kathpalia, ManagingDirector & CEO, Key Managerial Personnel of the Bankresigned from services of the Bank with effect from close ofworking hours on April 29, 2025
• Mr. Gobind Jain: Mr. Gobind Jain, Chief Financial Officer(CFO) and Key Managerial Personnel of the Bank, videhis letter email dated January 17, 2025 resigned from theservices of the Bank with effect from close of working hourson Monday, January 20, 2025.
• Mr. Arun Khurana: Mr. Arun Khurana - Whole-time Director(Executive Director) & Deputy CEO and Key ManagerialPersonnel of the Bank had taken additional charge as ChiefFinancial Officer of the Bank with effect from Tuesday, January21, 2025, in addition to his existing role and responsibilities.
The Bank relieved Mr. Khurana from this additionalresponsibility, with effect from close of business hours onApril 17, 2025.
Mr. Arun Khurana -Whole-time Director (Executive Director),Key Managerial Personnel of the Bank, resigned from servicesof the Bank with effect from close of working hours onApril 28, 2025.
• Mr. Santosh Kumar: Mr. Santosh Kumar, Chief Accountantwas elevated as Deputy Chief Financial Officer and SpecialOfficer - Finance & Accounts and designated as a 'KeyManagerial Personnel' of the Bank, with effect from Friday,April 18, 2025.
The Bank operates in a computerized environment with a CoreBanking Solution system, supported by diverse applicationplatforms for handling specific businesses areas such as Treasury,Trade Finance, Credit Cards, Retail Loans, etc.
The process of recording of transactions in each of the applicationplatforms is subject to various forms of controls such as, in-builtsystem checks, maker - checker authorizations, independent post¬transaction reviews, etc.
Financial statements are prepared based on computer systemoutputs. The responsibility of preparation of Financial Statementsis entrusted to a dedicated unit which is completely independent.This unit does not originate accounting entries except for limitedmatters such as, share capital, taxes, transfers to reserves andperiod end closing entries.
On the basis of the investigation carried out by internal/externalagencies of significant matters stated in note 18.17 of the standalonefinancial statements, override of controls by erstwhile Key ManagerialPersonnel and senior bank personnel was observed, which led toidentification of several deficiencies in the internal controls withreference to maintenance of books of account and preparation of the
financial statements. Basis above, the joint statutory auditors havegiven an adverse opinion on Internal Financial Controls with respectto financial statements. The joint statutory auditors have performedaudit test considering the reported weaknesses and basis the testsperformed have opined in their audit report that this has no impacton the true and fair view of the Standalone Financial Statement forthe year ended March 31, 2025.
The Board of Directors has taken necessary steps in addressing theareas of concerns raised in the various external/internal reports.To further strengthen the internal control environment, the Boardof Directors of the Bank has set up a project management officeto ensure that necessary steps including strengthening of policyand procedures, preparation and approval of accounting entries& analysis, control and discipline over reconciliation, minimizingmanual accounting entries, automated process to enhance thedesign and operating effectiveness controls and report to theBoard on an ongoing basis. The Board of Directors has also takensteps to fix the staff accountability.
The information on conservation of energy and technologyabsorption pursuant to Section 134 (3) (m) of the Companies Act,2013 read with the Rule 8 (3) of the Companies (Accounts) Rules,2014, is mentioned below.
Considering the nature of its activities as an entity in the FinancialServices sector, the Bank has voluntarily taken steps towardsconservation of energy, details of which are furnished in Principle6 of the Business Responsibility and Sustainability Report whichhas been hosted on the Bank's website at:https://www.indusind.com/in/en/sustainability/esg-ratings-andreporting.html
The Bank has made optimum use of Information Technology inits operations. Details pertaining to Technology Absorption havebeen explained in the Management Discussion and Analysis Reportwhich forms an integral part of the Integrated Annual Report.
The provisions relating to 134 (3) (m) of the Companies Act, 2013, onparticulars relating to Foreign Exchange Earnings and Outgo arenot applicable to a banking company and as such, no disclosure isbeing made in this regard.
The Bank has an Enterprise-wide Risk Management (ERM)framework in place. The integrated Risk Management Departmentcovers, Credit Risk, Market Risk, Assets-Liabilities Management(ALM) and Operational Risk across all verticals, independent ofbusiness functions.
Risk Management functions in the Bank have been aligned withbest industry practices, supported by advanced risk measurementand analytical systems which enable proactive risk managementand monitoring. Risk Management is continually enhanced in linewith changes in operating environment and regulations.
The Bank has a comprehensive framework of Risk ManagementPolicies which specify the risk appetite, risk measurementmethodologies, and monitoring and control measures for therespective business segments. The policies have been designedkeeping risk appetite as the central objective, and businessstrategies have been aligned to risk policies.
The Bank has set up a Board-level Committee, viz., 'Risk ManagementCommittee' to examine risk policies and procedures developed bythe Bank and monitor adherence to risk parameters and prudentiallimits set for different portfolios / products /segments.
Details of Risk Management Models and Frameworks implementedby the Bank are mentioned under 'Management Discussionand Analysis', which forms part of Integrated Annual Report.
The Bank has in place the 'Whistle Blower Policy'. The Policy is incompliance with the RBI Guidelines, provisions of the CompaniesAct, 2013, and the SEBI Listing Regulations. The Vigil Mechanism atthe Bank requires submission of Quarterly Reviews before the AuditCommittee of the Board and placing of Annual Reviews beforethe Audit Committee and the Board of Directors. The Policy alsoincorporates suggestions of the Protected Disclosure Scheme forPrivate Sector and Foreign Banks, instituted by the RBI.
The Board of Directors of the Bank have constituted a Boardlevel Committee, viz., the Vigilance Committee, which conductsoverview of cases of vigilance nature arising out of actions ofthe employees of the Bank and review of vigilance activities. TheCommittee meets at least thrice a year.
The Bank's Whistle Blower Policy is in sync with all statutory andregulatory guidelines.
Further details about the Vigil Mechanism are furnished in theReport on Corporate Governance and the Whistle Blower Policyof the Bank has been hosted on the Bank's website at:
investor-resource/PoliciesoftheBank/Whistle-Blower-Policy.pdf
The statutory auditors have reported the seven matters throughForm No. ADT-4 to the Central Government for the financial year2024-25 pursuant to the requirement as per Section 143(12) of theCompanies Act, 2013 read with Rule 13(1) to (4) of the Companies(Audit and Auditors Rules), 2014 and Circular No. NF-25013/2/2023dated June 26, 2023 issued by the National Financial ReportingAuthority, for which the Bank has also filed Fraud MonitoringReturn (FMR) with the RBI.
1. The three matters are referred in the note 18 (17.1) to 18 (17.3)of the standalone financial statements for the year endedMarch 31, 2025 and basis the statutory auditors judgement,they have reasons to believe that suspected offencesinvolving fraud may have been committed by certain seniorofficials of the Bank; and
2. Other four matters pertain to Misappropriation and CriminalBreach of Trust, Cheating and Forgery as mentioned in the FMR.
M/s M S K A & Associates, Chartered Accountants (ICAI FirmRegistration Number 105047W) and M/s Chokshi & Chokshi LLP,Chartered Accountants (ICAI Firm Registration Number 101872W/W100045), were the Joint Statutory Auditors of the Bank for thefinancial year ended March 31, 2025.
As per the RBI guidelines issued on April 27, 2021, a Statutory Auditorcan conduct audit of Scheduled Commercial Bank for a maximumperiod of three years at a time. Statutory Auditor would not be eligiblefor re-appointment in the same Entity for six years (two tenures) aftercompletion of full or part of one term of the audit tenure.
Members may note that the appointment of M/s M S K A & Associates,Chartered Accountants (ICAI Firm Registration Number 105047W),was approved by the Members at the 28th Annual General Meetingof the Bank held on August 19, 2022, for a period of three consecutiveyears, i.e., until the conclusion of the 31st Annual General Meeting,subject to approval from the RBI on an annual basis.
Since M/s M S K A & Associates, Chartered Accountants, hascompleted their tenure of three years and their appointment isvalid up to the conclusion of the 31st Annual General Meeting, theBank hereby proposes to appoint M/s Borkar & Muzumdar (ICAIFirm Registration Number 101569W) as one of the Joint StatutoryAuditors of the Bank for period of three years, commencing fromconclusion of 31st Annual General Meeting until the conclusion of34th Annual General Meeting, which would be held in FY 2028-29,subject to approval from the RBI on an annual basis.
Appointment of M/s Chokshi & Chokshi LLP, Chartered Accountants(ICAI Firm Registration Number 101872W/W100045) was approvedby the Members at the 30th Annual General Meeting of the Bankheld on August 27, 2024, for a period of three consecutive years,i.e., until the conclusion of the 33rd Annual General Meeting, whichwould be held in FY 2027-28, subject to approval from the ReserveBank of India on an annual basis.
M/s Chokshi & Chokshi LLP, Chartered Accountants (ICAI FirmRegistration Number 101872W/W100045) are proposed to be re¬appointed as one of the Joint Statutory Auditors of the Bank forFY 2025-26, being their second year of appointment.
M/s M S K A & Associates and M/s Chokshi & Chokshi LLP, JointStatutory Auditors of the Bank, have audited the accounts of theBank for the financial year 2024-25 and their Report is enclosed andforms part of the Integrated Annual Report.
The Joint Statutory Auditors have given unmodified opinion onfinancial statements, with the below emphasis of matters andpursuant to Section 143(3)(i) of the Companies Act, 2013, an adverseopinion was reported with respect to the adequacy and operatingeffectiveness of internal financial controls with respect to FinancialStatements (refer 'Annexure A' to the Independent Auditors' Report).
The Joint Statutory Auditors have emphasised following keymatters in their opinion:
1. Internal Trades Derivative Accounting under the head 'OtherAssets' amounting to ? 1,959.98 crores being accumulatednotional profits since FY 2015-16 have been written off as aprior period item in the current financial year.
2. Certain incorrect Manual Entries posted in the 'Other Assets'and 'Other Liabilities' pertaining to prior years amounting to?595 crores has been set off during the current financial year.
3. Incorrect accounting and subsequent reversal of cumulativeinterest income of ? 673.82 crore and Fee Income of ? 172.58crores within the current financial year.
Management response: The Board has taken necessary steps toensure that the Bank has given necessary accounting effect for thediscrepancies identified to ensure that the Financial Statements ason March 31, 2025, gives true and fair view. This has been detailedin the "Notes to Account" para 18 (17.1), 18(17.2) and 18(17.3). TheBoard has also taken necessary steps to strengthen the adequacy& effectiveness of internal control.
Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Bank had appointed M/sAlwyn Jay & Co., Company Secretaries in Practice, to undertakeSecretarial Audit of the Bank for the FY 2024-25.
The Secretarial Audit Report submitted by M/s Alwyn Jay &Co. is furnished at Annexure III and forms an integral part ofthis Integrated Annual Report. There were no qualifications,reservations, adverse remarks or disclaimers made by theSecretarial Auditor in their report.
Pursuant to the provisions of Section 204 of the Companies Act,2013 and Rules made thereunder and Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements) 2015, theBank has appointed M/s. Alwyn Jay & Co., Company Secretaries,Peer Reviewed Company Secretaries (Firm Registration No.P2010MH021500 and Peer Review Certificate No. 5936/2024) asSecretarial Auditors of the Bank for conducting Secretarial Auditof the Bank for term of five consecutive years from Financial Year2025-2026 up to Financial Year 2029 - 2030, subject to approval ofShareholders of the Bank.
The Bank had instituted the Employee Stock Option Scheme (ESOS-2020) to enable its employees, including Whole-time Directors, toparticipate in the capital appreciation and future growth of the Bank.
Under the Scheme, Options can be granted, which upon exercisecould give rise to the issuance of a number of shares up to 7% ofthe aggregate number of paid-up equity shares of the Bank fromtime to time. The eligibility and number of Options to be granted toan employee is determined on the basis of criteria laid down in theScheme and is approved by the Compensation and Nomination &Remuneration Committee of the Board of Directors.
An aggregate of 5,49,67,313 Options, comprising approx. 7%of the Bank's paid-up Equity Capital, have been granted underthe Scheme. Statutory disclosures as required under Rule 12 ofCompanies (Share Capital and Debentures) Rules, 2014 are givenat Annexure IV, and form an integral part of this IntegratedAnnual Report.
The Annual Certificate on compliance with the SEBI (Share BasedEmployee Benefits & Sweat Equity) Regulations, 2021 issued by theSecretarial Auditor of the Bank shall be placed before the Membersat the ensuing Annual General Meeting of the Bank.
The Employees Stock Option Scheme is administered by theCompensation and Nomination & Remuneration Committee ofthe Board.
Statutory disclosures as mandated under Regulation 14 of the SEBI(Share Based Employee Benefits & Sweat Equity) Regulations, 2021,have been hosted on the website of the Bank at:
The Bank has complied with the provisions of the applicableSecretarial Standards issued by the Institute of Company Secretariesof India and has put in place systems which are adequate and areoperating effectively.
Being a banking company, the Bank is not required to maintain cost records as per sub- section {1} of Section 148 of the CompaniesAct, 2013.
Details of application made or any proceedings pending under the insolvency and Bankruptcy Code, 2016 {31 of 2016} during the yearunder review, along with their status as at the end of the financial year:
PAN No
Name of borrower
Date offiling thecase toNCLT
Date whenNCLTadmittedthe case
Is thecase filedunder RBIdirection?
Resolutionstatus (RP /Liquidation /Delay / Yet tobe Admitted)
Remarks
AAACC1921B
Cox & KingsLtd{Borrower}
Cox and KingsGlobal ServicesPvt Ltd. {CorporateGuarantor
29-06-2020
05-01-2023
No
Liquidation
In the matter of COX & Kings Limited{borrower}, we have filed application u/s7 of IBC against the Corporate Guarantor-Cox & Kings Global Services Ltd forPrincipal Liability of Borrower. Presently,company is under liquidation as noresolution plan was received.
AAACW6349M
SITI NETWORKSLIMITED
30-04-2022
22-02-2023
RP
The Bank has filed section 7 applicationagainst the borrower SITI Networks Ltdand claimed full dues. The applicationhas been admitted and CIRP process isgoing on.
AACCH3475M
Hacienda ProjectsPvt. Ltd.
05-05-2022
11-11-2022
The Bank has filed section 7 applicationagainst the borrower Hacienda ProjectsPvt Ltd and has been admitted under CIRPas on 11.11.2022. However, borrower haschallenged the same before NCLAT andcurrently there is stay. We are pursuingthe matter.
AADCC5681P
Cloud 9 ProjectsPvt. Ltd.
Yet to beadmitted
The Bank has filed section 7 applicationagainst the borrower Cloud 9 Projects PvtLtd and claimed full dues. The case is yetto be admitted and is under litigation.
AADCT5306Q
Fidere FacilitiesManagement Pvt.Ltd
16-02-2023
05-10-2023
The Bank has filed section 7 applicationagainst the borrower and claimed full dues.Presently, company is under liquidation asno resolution plan was received.
AAICS6204K
Siddhi Agro FoodsPvt Ltd.
29-03-2023
03-04-2024
IndusInd Bank Ltd. filed an applicationunder Section 7 of the IBC, 2016 againstthe borrower and same has beenadmitted. The Committee of Creditorshave approved the resolution plan whichis under implementation. Bankis expected to realise an amount of ?8.46crore as per resolution plan.
AAECG1970A
GRAND AUTOudhog p LTD.
29-04-2023
06-03-2024
The Bank has filed section 7 applicationagainst the borrower and claimed fulldues. Presently, company is underliquidation as no resolution plan hasbeen received.
AACCF0799E
Feedback EnergyDistributionCompany Limited
26-06-2023
12-12-2023
The bank has filed sanction 7 applicationagainst the borrower Feedback EnergyDistribution Company Limited which hasbeen admitted and claimed full dues.
The company is under CIRP process whichis going on.
AAECV0177C
Vamsee Teja ModernRice Mill Pvt Ltd
03-07-2023
The bank has filed Section 7 applicationagainst the borrower which is pending foradmission.
AAACE6918J
Mcleod RusselIndia Ltd
13-07-2023
Resolutionstatus(RP /Liquidation /Delay / Yet tobe Admitted)
AACCK7334A
KKSPUN IndiaLimited
06-04-2024
AAFCN5811N
Nice Texcot Trading& Agency PrivateLimited (Borrower)Precision RealtyDevelopers PrivateLimited (CorporateGuarantor)
23-08-2023
20-10-2023
Section 7 application was filed againstPrecision Realty Developers pvt. Ltd,Corporate Guarantor and mortgager toborrower. The case has been admitted onapplication filed by another creditor. Wehave filed proof of claim which has beenadmitted. The CIRP process is going on.
AARCS5614A
Syska Led LightsPvt. Ltd
18.07.2024
08.10.2024
The Bank has filed section 7 applicationagainst the borrower and claimed fulldues. The case has been admitted underCIRP in an application filed by anothercreditor. We have filed our proof of claimwhich has been admitted.
AAKCS1764Q
Shorewala PaperIndustries Pvt Ltd
19.07.2024
The bank has filed Section 7 applicationagainst the borrower which is pending foradmission
AADCS9339J
Shorewala RollerFlour Mills Pvt Ltd
AAECS0765R
Simplex
Infrastructures
Limited
17.12.2024
AAJCS6432Q
Supermak FoilsPvt Ltd
20.01.2025
AABCP2118E
PEGASUS FARMACO(INDIA) PRIVATE
limited
01-12-2024
Yet to beAdmitted
To the best of their knowledge and belief and according to theinformation and explanations obtained by them, the Directorsmake the following statement in terms of Section 134(3)(c) and134 (5) of the Companies Act, 2013:
(a) that in the preparation of the Annual Accounts for the yearended March 31, 2025, the applicable Accounting Standardshave been followed along with proper explanation relatingto material departures, if any;
(b) that such accounting policies as mentioned in the Notes tothe Financial Statements have been selected and appliedconsistently and that judgments and estimates have beenmade that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Bank as at March31, 2025, and of the profit of the Bank for the year ended onthat date;
(c) that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 forsafeguarding the assets of the Bank and for preventing anddetecting frauds and other irregularities;
(d) that the Annual Financial Statements have been prepared ona 'going concern' basis;
(e) that proper internal financial controls were in place andthat the financial controls were adequate and operatingeffectively, except for the matter mentioned in section'System for Internal Financial Controls and its Adequacy'above; and
(f) that systems to ensure compliance with the provisions ofall applicable laws were in place and were adequate andoperating effectively.
Pursuant to Section 92(3) read with Section 134(3) (a) of theCompanies Act, 2013, the Annual Return of the Bank as on March31, 2025, in the prescribed Form MGT-7 is available on the Bank'swebsite at:
The Bank had 44,974 employees on its rolls as on March 31, 2025.
122 employees employed throughout the year were in receiptof remuneration of ?1.02 crores per annum or more, and33 employees employed for the part of the FY 2024-25 were inreceipt of remuneration of ?8.50 lakh per month or more.
The information containing particulars of employees pursuantto Section 197 of the Companies Act, 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 forms part of this Report. However, theabove details are not being sent along with this Annual Reportto the Members of the Bank in line with the provision of Section136 of the Companies Act, 2013. Members who are interested inobtaining the details may please send an email to the SecretarialTeam at investor@indusind.com.
None of the employees hold (by himself or along with his spouseand dependent children) more than two percent of the EquityShare Capital of the Bank.
Details pursuant to remuneration of Directors and Employees interms of Section 197 (12) of the Companies Act, 2013 read withRule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 including the Companies(Appointment and Remuneration of Managerial Personnel)Amendment Rules, 2016, are given at Annexure V which forms anintegral part of this Integrated Annual Report.
The Bank has formulated and adopted a Policy on Remunerationto Non-Executive Directors of the Bank in accordance with theRBI's circulars on 'Corporate Governance in Banks - Appointmentof Directors and Constitution of Committees of the Board' (datedApril 26, 2021) and 'Review of Fixed Remuneration granted toNon-Executive Directors (NEDs) (dated February 9, 2024).
All Non-Executive, Independent Directors of the Bank were paidFixed Remuneration and Sitting Fees for attending Board andCommittee meetings during the year under review.
The annual remuneration payable to a single Non-ExecutiveDirector of the Bank did not exceed 50% of the total annualremuneration payable to all Non-Executive Directors.
No Stock Options were granted to the Non-Executive Directors.The 'Policy on Remuneration to Non-Executive Directors' is hostedon the Bank's website at:
investor-resources.html#policies-and-codes
Details of remuneration paid to the Non-Executive, IndependentDirectors, the Managing Director & CEO and Whole-timeDirector (Executive Director) of the Bank, are given under theCorporate Governance Report, which forms part of the IntegratedAnnual Report.
Pursuant to Section 186(11) of the Companies Act, 2013, loansmade, guarantees given, securities provided or acquisition ofsecurities by a banking company in the ordinary course of itsbusiness are exempted from the disclosure requirement underSection 134(3)(g) of the Companies Act, 2013.
All transactions entered with 'Related Parties' during the yearunder review were conducted on an 'arm's length basis' and in the'ordinary course of business' of the Bank, and therefore does notattract the provisions of Section 188 of the Companies Act, 2013.
Further, there are no materially significant Related PartyTransactions entered by the Bank during the year under review,with any of its Related Parties, viz., Promoters, Directors, KeyManagement Personnel, Subsidiary and other related entitiesincluding IMFS, an Associate Company, which may have potentialconflict with the interest of the Bank at large.
In view of the above, the disclosure under Form AOC-2 is notapplicable to the Bank.
The Policy on Related Party Transactions as approved by the Boardof Directors has been hosted on the Bank's website at:
https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html>>Policies&Codes>>RelatedPartyTransaction Policy
In accordance with Section 129 (3) of the Act, Consolidated FinancialStatements of IndusInd Bank Limited ('the Bank'), Bharat FinancialInclusion Limited (formerly known as IndusInd Financial InclusionLimited) ("BFIL") ("the Subsidiary") and IndusInd Marketing andFinancial Services Private Limited ("IMFS") ("the Associate") hasbeen prepared and is included in the Integrated Annual Report.
In accordance with Section 136(1) of the Companies Act, 2013,the Integrated Annual Report of the Bank, containing therein itsStandalone Financial Statements and the Consolidated FinancialStatements and all other documents required to be attachedthereto has also been hosted on the Bank's website at:
Further, the Audited Annual Accounts of the Subsidiary of the Bankhas been hosted on the Bank's website at:
In the preparation of the Consolidated Financial Statements,the Standalone Financial Statements of BFIL, the wholly-ownedsubsidiary for the year ended March 31,2025, have been consideredon a line by line basis by adding together like items of assets,liabilities, income and expenses, in accordance with AS 21.
In accordance with AS 23, the Standalone Financial Statements ofIMFS, an associate in which the Bank has a 30% stake, has beenconsidered in the Consolidated Financial Statements by adopting'Equity Method'.
The RBI issued a circular in February 2016, requiring ScheduledCommercial Banks to implement Indian Accounting Standards(Ind AS) from April 1, 2018. Vide a press release dated April5, 2018 the implementation was deferred by one year. Thelegislative amendments recommended by the Reserve Banktowards implementation of Ind AS are still under considerationof the Government of India. Accordingly, the RBI had, througha notification dated March 22, 2019, deferred the Ind ASimplementation until further notice.
Pursuant to the RBI Circular dated February 11, 2016, the Bankformed a Steering Committee, comprising members from cross¬functional areas, for the purpose of reviewing and monitoring theprogress of implementation. The Bank had set up a Working Groupunder the guidance of the Steering Committee and has conductedGap Assessment and identified the differences between the currentaccounting framework and Ind AS, including the identification ofthe accounting policy options provided under Ind AS 101, FirstTime Adoption.
The Audit Committee of the Board of Directors has an oversight onthe progress of the Ind AS implementation. In accordance with RBIdirections, the Bank has been submitting half yearly standalone proforma Ind- AS financial statements along with other computationsto the RBI, from time to time.
IndusInd Bank's Corporate Social Responsibility (CSR) interventionsfor FY 2024-25 are strategically designed to address pressingsocietal challenges and advance India's Sustainable DevelopmentGoals (SDGs). Guided by its CSR philosophy Sattvam, the Bankadopts a holistic and impact-driven approach to empowercommunities and foster a sustainable environment. Theseprograms are implemented across India in partnership with NGOs,community-based organizations, and government stakeholders.
The Bank's CSR initiatives are structured across two core portfolios:Flagship Program - Long-term, integrated rural development andStrategic Program - Thematic, mid- to short-term initiatives
The Holistic Rural Development (Flagship) program focusses onlong-term, impactful initiatives primarily targeting rural economicdevelopment in five aspirational districts of Dharashiv (erstwhileOsmanabad, Maharashtra), Bahraich (Uttar Pradesh), Begusarai(Bihar), Baran (Rajasthan) and Virudhunagar (Tamil Nadu) alignedwith Niti Aayog - Aspirational District Program (ADP). Mission of theprogram, aims to improve the income levels and standard of livingin the selected Districts through integrated pathways of water andsoil resource management, WASH innovations, farm and non-farmlivelihood skill development, FPO (Farmer Producer Organizations),entrepreneurship, financial inclusion and collaborative efforts inhealth, education & basic infrastructure. Climate resilience andwomen's socio-economic development are at core of the FlagshipProgram. It seeks to achieve this goal by impacting economicempowerment of communities and improving efficiency in naturalresource management. In 2024-25, the program successfullyimpacted, the lives of 7.3 lakh beneficiaries across these districts.
In conjunction, the Strategic projects comprise of short-termto mid-term projects that empower and benefit marginalisedgroups, vulnerable populations and weaker sections of societyand build sustainable environment. These projects focused onfour overarching themes: Sustainable Environment, InclusiveSports, Education & Employability and Livelihood Enhancementthrough Bharat Sanjeevani (A Collaborative Project with BharatFinancial Inclusion Limited - BFIL) and have impacted more than17.5 lakh beneficiaries.
The thematic of Sustainable Environment includes watershedmanagement, rejuvenation of water bodies and urban afforestationand solar installation projects. The Bank is driven to support WaterStewardship, promoting management of water resources efficientlyand climate resilient agricultural practices for water positivity. In
2024-25, the Bank through its interventions across the countrywas able to positively impact more than 75,000 beneficiaries byrestoring 12,725 hectares' area and creating storage capacity of16.69 lakh cubic meters. More than 21.03 lakh litres of safe drinkingwater were also dispensed, ensuring better health and hygieneof beneficiaries.
Bharat Sanjeevani programs are aimed at livelihood enhancementof small and marginal farmers whose primary source of incomeis from livestock. The program provides veterinary care servicesincluding artificial insemination, vaccination, deworming and atoll-free number for emergencies. The program was expanded to10 States and and further pivoted to align with the Government'sflagship program of Formation and Promotion of 10,000 FarmerProducer Organizations (FPOs) with MOU with Ministry ofAgriculture & Farmer Welfare and Ministry of Rural Development(NRLM) to strengthen the Pashu-Sakhi program under the DAY-NRLM respectively.
As part of Inclusive Sports, programs such as 'IndusInd Cricket forthe Blind' and 'Para Champions' for athletes with special abilitiesare helping the Bank support talent to perform at internationalarenas. Other programs have been designed for underprivileged,and initiatives promoting women's participation in sports likewrestling, athletics, table tennis and squash. In August 2024, ourBank supported Para Champions made us proud by performingexceptionally at the Paris 2024 Paralympics and bringing 5 medalsto our country. Two of our Para Champions - Dharambir Nain andRakesh Kumar were awarded the Arjuna Awards by the Governmentof India. Our bank supported wrestler, Chirag Chikkara becomethe 3rd Indian to win Gold at the U23 World Wrestling Champion.Overall, 1039 sportspersons benefited from our CSR interventions.
In FY24-25, the Education and Employability portfolio wasstrengthened by deepening interventions across the country.The Education initiatives aimed at improving learning outcomesthrough FLN (Foundational Literacy and Numeracy) programs,remedial education, and providing mid-day meals. These programsimpacted 1.60 lakh pre-primary and primary school studentsacross 1110 schools and trained more than 2500 teachers.Partnerships with universities like Ashoka University, PlakshaUniversity and Indian School of Development Management as wellas Buddy4Study Foundation enabled scholarships to graduate andpost graduate students impacting 1221 students to achieve theirambition of higher education. Additionally, the Bank onboardednew projects to empower rural women entrepreneurs with skilltraining, financial access, market linkages, and mentorship. TheBank has also designed and implemented programs for 1150 specially-abled with organizations such as Sarthak, Tamana andNAAI towards employability and skill development to compete oninternational platforms.
Under "Other Areas", the Bank supports select healthcare programsand also extends support to Armed Forces Veterans, Widows andtheir families.
As per the requirements of Section 135 of the Companies Act, 2013and CSR Rules 2014, the Bank has a Board-level CSR & SustainabilityCommittee to look after the CSR initiatives. The Bank's CSRgovernance structure includes a dedicated CSR Committee at theBoard level, and a specialized CSR Department responsible forexecution and monitoring. This multi-tiered approach ensuresthat the CSR activities are effectively managed and aligned withthe Bank's strategic objectives.
The composition of the CSR & Sustainability Committee is inaccordance with Section 135 of the Companies Act, 2013.
Attendance of Directors in the CSR & Sustainability Committee isgiven in the Report on Corporate Governance.
The Bank also emphasizes transparency and accountability in itsCSR operations. Regular monitoring, qualitative and quantitativeassessments, and periodic reporting ensure that the initiatives areon track and deliver the intended impact.
The CSR Initiatives / Projects are undertaken by the Bank are inaccordance with Schedule VII of the Companies Act, 2013.
The Companies, on the basis of criteria prescribed under Section135 of the Act, are required to spend at least two per cent oftheir Average Net Profits made during the three immediatelypreceding financial years, in pursuance of their Corporate SocialResponsibility Policy. Accordingly, the Bank spent ^171.86 croresagainst adjusted budget of ^181.34 crores, towards various CSRactivities specified in Schedule VII of the Companies Act, 2013.Unspent amount of ?5.48 crores has been allocated for ongoingprojects while remaining ?3.99 crores has been earmarked forSchedule VII funds and will be spent in the subsequent years.
The Report on CSR activities undertaken by the Bank during theyear under review, is set out at Annexure VI and forms an integralpart of this Report.
The CSR Policy, is framed basis the activities permitted underSchedule VII of the Companies Act, 2013. Details of the CSR Policyand initiatives adopted by the Bank on CSR, are available on Bank'swebsite at:
https://www.indusind.com/in/en/csr-home/our-approach/csr-
policy.html
The Bank recognises that sustainable practices are vital forlong-term success. Guided by the principle "Good Ecology isGood Economics," the Bank is committed to adopting businessproducts, practices, processes, and operations that reflect thisenduring belief.
The Bank embeds sustainability into every facet of its operations,supported by a robust governance structure. At the apex is theCSR and Sustainability Committee of the Board, followed by theSustainability Council and the centralised Sustainability Unit.These bodies work in concert with various stakeholders to developthe Environmental, Social, and Governance (ESG) strategy foreach department.
Strategic planning at IndusInd Bank occurs in three-year cycles,with the current cycle, Planning Cycle-6 (PC6), covering FY 2023-24to FY 2025-26. One of the key pillars of this cycle is 'Imbibing ESGinto Business.'
Our approach to sustainability emphasizes integrating ESGprinciples into our product offerings for both retail and corporatesectors. By identifying opportunities and developing innovativeproducts, the Bank demonstrates its commitment to sustainability.As a responsible lender, IndusInd Bank incorporates ESGconsiderations into its wholesale banking Credit Approval processand offers various Sustainability linked products and solutions toits clients.
The Bank's dedication to sustainability is unwavering, ensuring thatits business operations contribute positively to the environmentand society while delivering economic value.
As per the SEBI Listing Regulations, the Business Responsibilityand Sustainability Report ("BRSR") shall form part of theDirectors' Report.
In accordance with the SEBI Listing Regulations, the BusinessResponsibility and Sustainability Report (BRSR) for FY 2024-25 isincluded in this Integrated Annual Report. This report details theBank's initiatives from an environmental, social, and governance(ESG) perspective, providing insights into various ESG activitiesadopted by the Bank. The BRSR reflects the Bank's performanceagainst the principles of the 'National Guidelines on ResponsibleBusiness Conduct,' enabling Members to understand ourcomprehensive ESG efforts.
In view of the above and in compliance with Regulation 34 (2) (f)of the SEBI Listing Regulations, the BRSR, has been hosted on theBank's website at:
https://www.indusind.com/in/en/sustainability/esg-ratings-and-
reporting.html
The Bank believes that Corporate Governance is a reflection ofits value system, encompassing its culture, its policies, and itsrelationships with the stakeholders. Responsible and ethicalcorporate conduct is integral to the way the Bank does its business.
The Bank also believes that consistent implementation of goodcorporate governance practices contributes towards developingand sustaining the best operating systems and processes.
Integrity, transparency and accountability are the basic tenetsof Corporate Governance. The Bank acknowledges the needto uphold the integrity of every transaction it enters into, andbelieves that honesty in its internal conduct would be judged byits external behavior.
The Bank has adopted the industry best practices of CorporateGovernance and aims to continue banking on the highestprinciples of governance and ethics. At IndusInd Bank, CorporateGovernance is more than just adherence to the statutory andregulatory requirements. It is equally about focusing on voluntarypractices that underlie the highest levels of transparency.
The Governance framework is driven by the objective of enhancinglong-term stakeholder value, without compromising on EthicalStandards and Corporate Social Responsibilities.
The Bank's guiding principles are also articulated throughits Code of Business Conduct and various initiatives taken tomaintain transparency by communicating with the Shareholderson developments in the Bank. The Bank has also set up varioussub-Committees of the Board to bring in more efficacy andtransparency in the workings.
The Bank continues to focus on better, complete and timelydisclosures to the Stock Exchanges for dissemination to theStakeholders. Detailed disclosures regarding corporate governanceare provided in the Corporate Governance Report, which formspart of the Integrated Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as prescribedunder Regulation 34(2)(e) of the SEBI Listing Regulations, formspart of the Integrated Annual Report.
Significant and Material Orders Passed byRegulators or Courts or Tribunal Impacting the'Going Concern' Status and Operations of the Bank
During FY 2024-25, there were no significant and material Orderspassed by the Regulators / Courts / Tribunal that would impactthe 'going concern' status of the Bank and its future operations.
Material Events that have happened after the BalanceSheet date
No material changes and commitments affecting the financialposition of the Bank have occurred between the end of thefinancial year of the Bank to which the Financial Statements relateand the date of this Integrated Annual Report.
Awards and AccoladesQ1
- Great Place to Work: IndusInd Bank was recognized as a GreatPlace To Work for March, 2024 to March, 2025
- IBSi Digital Banking Awards: IndusInd Bank was recognizedfor "Customer & Program Impact" at the Annual IBSi DigitalBanking Awards
- Infosys Finacle Innovation Awards 2024: The Bank'sinitiatives were determined as a winner under the categoryof "Maximizing Customer Engagement" at the Infosys FinacleInnovation Awards 2024.
- Finnoviti Awards 2024: IndusInd Bank won an award atBanking Frontiers Finnoviti Awards 2024 for INDIE digital Bank
- Digital CX Awards 2024: IndusInd Bank was bestowed with the'Best Use of Technology for Customer Experience in Wholesale/Transaction Banking - Overall' at the Digital CustomerExperience (Digital CX) Awards 2024.
Q2
- e4m Pitch BFSI Marketing Awards: INDIE by IndusInd Bankwon The Most Effective 360-degree Marketing Campaign at thee4m Pitch BFSI Marketing Awards.
- ET BFSI Martech Silver Award 2024: INDIE won Silver Awardin the BFSI category for INDIE Marketing Campaign and use ofmartech stack (Mo-Engage) enabling persona wise personalizedcommunication.
- Financial Times - Asia-Pacific Climate Leaders 2024:
IndusInd Bank has been featured in the Asia-Pacific ClimateLeaders 2024 list by Financial Times as one of the honoreesamongst banks and financial institutions, recognized acrossthe Asia-Pacific region.
- Euromoney Awards for Excellence 2024: The Bank wasrecognised as India's Best Bank for ESG at the EuromoneyAwards for Excellence 2024 for the third consecutive year.
- Global Fintech Fest 2024: IndusInd Bank won the Best-in-classPayment Solution award at the Global Fintech Fest 2024
- Sports India Awards 2024: IndusInd Bank won the SportsIndia Award for its Outstanding CSR Contributions to HighPerforming Athletes.
- CSR Times Awards 2024: IndusInd Bank was honoured with theGold Award at the CSR Times Award 2024 for Water Conservationand Management.
Q3
- E4m Maddies Awards 2024: IndusInd Bank's INDIE wasrecognized as The Ultimate Digital Banking Experience at theE4m Maddies Awards 2024.
- ASSOCHAM 19th Annual Summit & Awards 2024:
IndusInd Bank was recognized as a winner at the ASSOCHAM19th Annual Summit & Awards for Banking and Financial SectorLending Companies 2024 for
- Best ESG Performance - Large and Mid-sized Corporates.
- Best Customer Experience - Large and Mid-sized Banks.
- 51st India Gems and Jewellery Awards 2024: IndusInd Bankwas recognized as Best Bank Financing the Industry at the 51stIndia Gems and Jewellery Awards 2024.
Q4
- 12th FICCI Water Awards 2024: IndusInd Bank won the 12thedition of FICCI Water Awards 2024 under the category ofCommunity Initiatives for Spring Water Conservation andManagement in South Odisha.
- 7th ICC Social Impact Awards 2025: IndusInd Bank wasbestowed with the Runner-up award at the 7th ICC Social ImpactAwards 2025 under the category of Environment Sustainability -Mega Enterprise Category for Usharmukti towards Evergreen inWest Bengal - establishing ecosystem model for Eastern India.
IndusInd Bank was certified a Great Place To Work for the3rd consecutive year by the Great Place To Work Institute forFebruary 2025 to February 2026
Policy on Prevention, Prohibition and Redressalof Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
The Bank has complied with the extant provisions relating to theconstitution of Internal Committees under the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.
The disclosures relating to the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013, isincluded in the Corporate Governance Report, which forms anintegral part of the Integrated Annual Report.
Compliance to the provisions relating to theMaternity Benefits Act, 1961
The Bank has ensured the compliance to the provisions pertainingto the benefits provided under The Maternity Benefit Act,1961.
The following documents are annexed to the Directors' Report:
(i) Certificate on Declaration of Independence of Directors fromCompany Secretary in Practice.
(ii) Certificate from Secretarial Auditor on disqualificationof directors pursuant to Regulation 34(3) of the SEBIListing Regulations.
(iii) Secretarial Audit Report of the Bank, for the financial yearended March 31, 2025.
(iv) Statutory Disclosures regarding administration of ESOPs forthe financial year ended March 31, 2025.
(v) Disclosure on remuneration pursuant to Section 197 of theCompanies Act, 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014.
(vi) Annual Report on CSR activities undertaken by the Bankduring the financial year ended March 31, 2025, in terms ofNotification dated January 22, 2021, issued by the MCA.
The Directors are grateful to the Shareholders for the trust andconfidence reposed by them in the Bank.
The Directors are also g rateful to the RBI, the Ministry of CorporateAffairs, Securities and Exchange Board of India, InsuranceRegulatory and Development Authority and the Stock Exchanges,for the guidance and support extended by them to the Bank.
The Board expresses its deep sense of appreciation to all employeesfor their excellent performance, strong work ethic, and untiringcommitment, which qualities have contributed to the Bank'scontinued progress in a challenging environment.
The Board thanks its valued Customers for their patronage,and looks forward to the growing of this mutually supportiverelationship in future.
For and on behalf of the Board of Directors
sd/-
Sunil Mehta
Place: Mumbai Chairman
Date: July 23, 2025 DIN: 00065343