IndusInd Bank Ltd

Dear Shareholders,

The Board of Directors of IndusInd Bank Limited ("the Bank") have pleasure in presenting its report covering business and operations of the Bank, together with the Audited Financial Statements for the financial year ended March 31, 2024.

The financial performance for the financial year ended March 31,2024 is summarized as under:

(? in crores)

The Bank demonstrated traction in operating performance metrics, like disbursements, resource mobilization through deposits, growth in operating profit, and better asset quality.

Our deposits grew by 14.37% while loan growth accelerated to 18.41% for the year. Balance sheet footage crossed trillion mark as of March 31, 2024.

The Bank maintained healthy profitability amidst a challenging operating environment with improvement in operating profit before provisions and contingencies by 9.72% (i.e., ^15,740.27 crores from ^14,346.48 crores in previous year). Net Interest Margin of the Bank stood at 4.28%. Further, total Provisions and Contingencies decreased by 2.39% from ^6,956.77 crores to ^6,790.49 crores. Net Profit increased to ^8,949.78 crores, as against ^7,389.72 crores in the previous year.

Appropriations

The Directors recommend appropriation of Profit as under:

(? in crores)

Dividend

The Basic Earning Per Share (EPS) of the Bank during the year showed an improvement to ^115.19 compared to ^95.32 in the previous year.

The Board of Directors, in their meeting held on April 25, 2024, have recommended dividend of ^16.50 per equity share of ?10 each (165% of Face Value) for the financial year ended March 31, 2024 (Dividend for FY 2022-23 was ^14.00 per equity share of ?10 each). This proposal is subject to the approval of the Shareholders at the ensuing 30^th Annual General Meeting.

Dividend declared in the current year is in line with the Dividend Distribution Policy of the Bank. The Dividend Distribution Policy of the Bank can be accessed from Bank's website at:

https://www.indusind.com/content/dam/indusind-corporate/investor-resource/PoliciesoftheBank/Induslnd-Bank-Limited-Dividend-Distribution-Policy.pdf

Financial performance and state of the affairs of the Bank

The year under review was the first year of the 6^th Triennial Planning Cycle of the Bank, (Planning Cycle 6) with the theme of "Growth, Granularity and Governance (3G in short)"

The focus of the Bank during the year under review was towards continuing deposit retailisation journey, driving granular loan growth with diversification of domains, scaling sub-scale businesses, accelerating digital 2.0 with planned launches & scale-up of existing initiatives, maintaining healthy & consistent profitability, upholding robust balance sheet & sustainability ratios, strengthening governance & compliance and imbibing

ESG into business. While Deposits grew by 14.37% year-on-year (with CASA improving by 8.02%), Advances grew by 18.41% over the previous year, and the Bank continued to maintain Liquidity Coverage Ratio above statutory requirements.

Total Income (net of interest expense) of the Bank for the year under review grew by 16.48% to ^30,003.76 crores from ^25,758.49 crores during the previous year. Net Interest Income increased by 17.19% to ^20,615.91 crores from ^17,592.12 crores during the previous year.

Given the economic activities that has almost "recouped" what it lost, "renewed'" and "re-energized'" what had stalled during the pandemic, the Non-Interest Income increased by 14.96% to ^9,387.84 crores from ?8,166.37 crores a year ago. Core Fee Income such as, commission, exchange, loan processing and account management fees, fees on Investment Banking and distribution of third-party products, and earnings from foreign exchange business increased by 13.15% to ^8,696.54 crores from ^7,685.33 crores during the previous year.

With long- term inflation, borrowing costs remained higher for longer period and lengthened the tightening cycle. While Yield on Advances rose to 12.42% as compared to 11.68% in the previous year, the Cost of Deposits increased to 6.34% from 5.32% a year ago.

The Bank expanded its branch network and has 2,984 branches / banking outlets, as against 2,606 branches / banking outlets at the beginning of the year. The extended network of the Bank included 2,956 ATMs, 3,620 branches of Bharat Financial Inclusion Ltd. ("BFIL"), and 367 outlets of IndusInd Marketing and Financial Services Private Limited, an associate entity.

During the year under review, there was consistent improvement across Return Ratios. The Net Non-Performing Assets of the Bank improved to 0.57% as on March 31,2024 as compared to 0.59% a year ago.

During the year under review, business performance of the Bank improved due to which, Return on Assets for the year stood at 1.90% as against 1.81% in the previous year.

Some of the significant events during the year are listed below:

• The Bank has reported highest ever profit since inception. The Balance Sheet size also surpassed the ?5 trillion mark as of March 31,2024.

• The Bank has exercised call option and redeemed Additional Tier 1 Bonds of ^1,489.90 crores on March 28, 2024.

• IndusInd Bank has been certified "Great Place to Work". Change in the Nature of Business

During the year under review, there has been no change in the nature of business of the Bank.

Performance of Subsidiary and Associate Company

During the year under review, Bharat Financial Inclusion Limited ("BFIL"), the wholly owned subsidiary of the Bank, earned revenue of ^2,334.64 crores as against ^1,735.53 crores earned during the previous year. The Net Profit for the year under review amounted to ^27.21 crores as against ^53.42 crores a year ago. As a Business

Correspondent undertaking, the strength of BFIL lies in its talent pool of trained and motivated employees that stood at 40,700 as on March 31, 2024.

IndusInd Marketing and Financial Services Private Limited ("IMFS") is an Associate Company of the Bank as 30% of its share capital is held by the Bank. IMFS is engaged in the business of providing manpower services, and during the year under review, earned a revenue of ^466.12 crores as against ^475.55 crores earned in the previous year. The net profit earned by IMFS during the year under review amounted to ?1.02 crores as against ?1.21 crores earned in the previous year. IMFS had 12,842 employees on its rolls as on March 31, 2024.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Bank has drawn up Consolidated Financial Statements including the Financial Statements of its Subsidiary Company and financial results of Associate Company, and such Consolidated Financial Statements are included in this Integrated Annual Report.

In accordance with the fourth proviso to Section 136(1) of the Companies Act, 2013, the Standalone Financial Statements and the Consolidated Financial Statements, including audited accounts of BFIL and IMFS and all other documents required to be attached thereto 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 financial position of the Subsidiary and Associate Company in Form AOC-1 is enclosed as 'Annexure' to the Financial Statements.

The Bank does not have any joint venture company and the subsidiary is not a material subsidiary in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 2015 ["SEBI Listing Regulations"].

Share Capital

During the year under review, authorized capital of the Bank was at ^1,000.00 crores.

The issued, subscribed and paid-up share capital of the Bank as at March 31, 2024 is ^778.32 crores comprising of 77,83,19,951 equity shares of face value of ?10 each.

During the year under review, the Bank has allotted 24,24,753 equity shares of ?10 each pursuant to exercise of options by option holders under its various Employee Stock Option Schemes ("ESOS"). The equity shares allotted under ESOS ranks pari-passu with the existing equity shares issued and allotted by the Bank. The share capital of the Bank increased by ?2.42 crores and share premium by ^242.24 crores on account of the said allotment.

Debentures

Being a Scheduled Commercial Bank, compliance with the SEBI Circular No.: SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 on fund-raising by issuance of Debt Securities by Large Entities 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 details are given below:

Tier 1 Capital

During FY 2023-24, the Bank has not raised any non-equity Tier 1 capital. The Bank has redeemed unsecured, redeemable, subordinated Tier 1 Basel III compliant non-convertible taxable Bonds by exercising the call option of ^1,489.90 crores on March 28, 2024.

Tier 2 Capital

During FY 2023-24, the Bank has not raised any Tier 2 capitals. As on March 31,2024, the value of outstanding Tier 2 Capital instruments is ^2,800.00 crores.

Deposits

The Bank is a banking company governed by the Banking Regulation Act, 1949, and as such, the provisions in the Companies Act, 2013 relating to acceptance of Public Deposits are not applicable.

Capital Adequacy

The Bank continues to be adequately capitalized. The Capital Adequacy Ratio of the Bank, calculated under the Basel III Capital Regulations mandated by Reserve Bank of India ("the RBI"), is set out below:

Credit Ratings

Bank's Directors

The Bank's Board comprised eleven Directors as on March 31, 2024, i.e., nine Non-Executive, Independent Directors, Mr. Sunil Mehta, Part-time Chairman, Dr. T. T. Ram Mohan, Mrs. Akila Krishnakumar, Mr. Rajiv Agarwal, Mrs. Bhavna Doshi, Mr. Jayant Deshmukh, Mr. Pradeep Udhas, Mr. L. V. Prabhakar, Mr. Rakesh Bhatia, and Mr. Sumant Kathpalia, Managing Director & CEO and Mr. Arun Khurana, Whole-time Director (Executive Director).

(a) Non-Executive, Independent Directors

All Independent Directors have confirmed that they meet the criteria of independence as prescribed under Section 149 (6) and (7) of the Companies Act, 2013, and Regulation 25 of the SEBI Listing Regulations. The following Directors continue to be identified as Independent Directors as on March 31, 2024:

1. Mr. Sunil Mehta

2. Dr. T. T. Ram Mohan

3. Mrs. Akila Krishnakumar

4. Mr. Rajiv Agarwal

5. Mrs. Bhavna Doshi

6. Mr. Jayant Deshmukh

7. Mr. Pradeep Udhas

8. Mr. L. V. Prabhakar

9. Mr. Rakesh Bhatia

Pursuant to Regulation 25(9) of SEBI Listing Regulations, the Bank's Board of Directors have also obtained a Certificate from M/s Alwyn Jay & Co., Practicing Company Secretaries, that the aforesaid Directors meet the 'Criteria of Independence' and are independent of the Management. The said Certificate is furnished at Annexure I, and forms an integral part of this Integrated Annual Report.

(b) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17 of the SEBI Listing Regulations, specified companies are required to have at least one Woman Director on their Board.

Mrs. Akila Krishnakumar (DIN: 06629992), who joined the Board on August 10, 2018, is a Non-Executive, Independent Woman Director of the Bank. Mrs. Akila Krishnakumar is Chairperson of the Compensation and Nomination & Remuneration Committee, Corporate Social Responsibility & Sustainability Committee, and I. T. Strategy Committee. She is also a Member of the Audit Committee of the Board, and Special Committee (for monitoring large value frauds).

Mrs. Bhavna Doshi (DIN: 00400508), who joined the Board on January 14, 2020, is a Non-Executive, Independent Woman Director of the Bank. Mrs. Bhavna Doshi is the Chairperson of the Audit Committee of the Board. She is also a Member of the Finance Committee, Stakeholders' Relationship Committee, Risk Management Committee, and Special Committee (for monitoring large value frauds).

Appointment / Re-appointment of Directors

Pursuant to the recommendation of the Compensation and Nomination & Remuneration Committee (C&NRC), the Board of Directors have appointed / re-appointed the following Directors:

• Mr. Sunil Mehta (DIN:00065343): The Reserve Bank of India had approved the appointment of Mr. Sunil Mehta as Part-time Chairman of the Bank, for a period of three years, with effect from January 31,2023 up to January 30, 2026 (both days inclusive).

The Shareholders of the Bank had on April 6, 2023, approved the appointment of Mr. Sunil Mehta as Parttime Chairman of the Bank, with effect from January 31, 2023 up to January 30, 2026 (both days inclusive), by passing a Special Resolution through postal ballot.

• Mr. Sumant Kathpalia (DIN: 01054434): The Reserve Bank of India had approved the re-appointment of Mr. Sumant Kathpalia as Managing Director & CEO of the Bank with effect from March 24, 2023 up to March 23, 2025 (both days inclusive).

The Shareholders of the Bank had on June 6, 2023, approved the re-appointment of Mr. Sumant Kathpalia as Managing Director & CEO the Bank, with effect from March 24, 2023 up to March 23, 2025 (both days inclusive), by passing an Ordinary Resolution.

• Mr. Arun Khurana (DIN: 00075189): The Board of Directors had on June 28, 2023, approved the appointment of Mr. Arun Khurana, Deputy CEO of the Bank, as Additional Director, in the capacity of Wholetime Director (Executive Director) of the Bank, for a period of three years, and at a remuneration as may be approved by the RBI, and the Shareholders of the Bank.

RBI had vide letter dated November 16, 2023, approved the appointment of Mr. Arun Khurana as Whole-time Director (Executive Director) of the Bank for a period of three years, with effect from November 16, 2023.

The Shareholders of the Bank had on January 23, 2024, approved the appointment of Mr. Arun Khurana as Whole-time Director (Executive Director) of the Bank, with effect from November 16, 2023 up to November 15, 2026 (both days inclusive), by passing an Ordinary Resolution through Postal Ballot. Mr. Arun Khurana being a Non-Independent Director, is liable to retire by rotation.

• Mr. Lingam Venkata Prabhakar (DIN: 08110715): The

Board of Directors had on March 30, 2024 approved the appointment of Mr. Lingam Venkata Prabhakar as Non-Executive, Independent Director of the Bank for a period 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 Venkata Prabhakar as Non-Executive, Independent Director, of the Bank by passing a Special Resolution through Postal Ballot. In accordance with Section 149(13) of the Companies Act, 2013, Mr. Lingam Venkata Prabhakar is not liable to retire by rotation.

• Mr. Rakesh Bhatia (DIN: 06547321): The Board of Directors had on March 30, 2024, approved the appointment of Mr. Rakesh Bhatia as Non-Executive, Independent Director of the Bank for a period 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. Rakesh Bhatia as NonExecutive, Independent Director of the Bank by passing a Special Resolution through Postal Ballot. In accordance with Section 149(13) of the Companies Act, 2013, Mr. Rakesh Bhatia is not liable to retire by rotation.

• Mrs. Bhavna Doshi (DIN: 00400508): The Board of Directors had on August 23, 2023, approved the reappointment of Mrs. Bhavna Doshi as Non-Executive, Independent Director of the Bank, for a second term of four years, with effect from January 14, 2024 up to January 13, 2028 (both days inclusive).

The Shareholders of the Bank had, on October 3, 2023, approved the said re-appointment of Mrs. Bhavna Doshi as Non-Executive, Independent Director of the Bank, by passing a Special Resolution through Postal Ballot. In accordance with Section 149(13) of the Companies Act, 2013, Mrs. Bhavna Doshi is not liable to retire by rotation.

Retirement by Rotation

Mr. Arun Khurana (DIN: 00075189): In compliance with Section 152 of the Companies Act, 2013, Mr. Arun Khurana, Whole-time Director (Executive Director) of the Bank is liable to retire by rotation at the 30^th Annual General Meeting of the Bank and being eligible, offers himself for re-appointment.

A Resolution seeking approval of the Shareholders for Mr. Arun Khurana's re-appointment, forms part of the Notice convening the 30^th Annual General Meeting. A brief Resume: of Mr. Arun Khurana is furnished in the Report on Corporate Governance for information of the Shareholders.

As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of the Directors seeking appointment / re-appointment, as aforesaid are given in the Annexure to the Statement attached to the Notice convening the 30^th Annual General Meeting, which forms part of the Integrated Annual Report.

Pursuant to the provisions of Section 164 of the Companies Act, 2013, none of the Directors have been disqualified from being appointed as 'Director' of the Bank.

Certificate of Non-Disqualification of Directors

In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Bank has obtained a Certificate from M/s Alwyn Jay & Co., Practicing Company Secretaries, confirming that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors of the companies, either by the SEBI or the MCA or any other statutory/ regulatory authorities. The said Certificate is attached as Annexure II to this Integrated Annual Report.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR UNDER REVIEW:

The Independent Directors appointed/re-appointed during the year under review were subject to due-diligence by the Compensation and Nomination & Remuneration Committee, based on parameters of qualification, expertise, track record, integrity and such other parameters as stipulated under extant norms prescribed by the RBI.

Based on the recommendations of the Compensation and Nomination & Remuneration Committee, the Board of Directors, after conducting their own assessment, were of the opinion that the Independent Directors appointed / re-appointed during the year under review, possess the necessary integrity, expertise and experience, and that their appointment / re-appointment, is in the interest of the Bank.

Cessation of Directors during the year under review

• Mr. Sanjay Asher (DIN: 00008221): ceased to be Director of the Bank with effect from close of business hours on October 9, 2023, on completion of his tenure.

The Board places on record its sincere appreciation for the contribution made by Mr. Sanjay Asher during his tenure on the Board.

• Mr. Shanker Annaswamy (DIN: 00449634): ceased to be Director of the Bank with effect from close of business hours on January 11, 2024, on completion of his tenure.

The Board places on record its sincere appreciation for the contribution made by Mr. Shanker Annaswamy during his tenure on the Board.

Appointment / Cessation of Directors after the end of the year under review and upto the date of this Report

• Mr. Sudip Basu (DIN: 09743986): was appointed as NonExecutive, Non-Independent Director of the Bank by the Board of Directors with effect from May 30, 2024.

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 Bank for a period of four years, with effect from May 30, 2024 up to May 29, 2028 (both days inclusive) by passing an Ordinary Resolution through Postal Ballot. Mr. Sudip Basu being a Non-Independent Director, is liable to retire by rotation.

• Dr. T. T. Ram Mohan (DIN: 00008651): ceased to be Director of the 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 the contribution made by Dr. T. T. Ram Mohan during his tenure on the Board.

Board and Committee Meetings

During the year under review, 21 meetings of the Board of Directors were 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 forms part of the Integrated Annual Report.

The intervening gap between the meetings of the Board and Committees, was within the period as prescribed under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Compensation and Nomination & Remuneration Committee of the Board had laid down the criteria for Performance Evaluation of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors, the Chairman and the Committees of the Board, as well as the process for such evaluation.

The Bank has aligned its Board Evaluation Framework in line with the Guidance Note on Board Evaluation issued by the SEBI as per Circular dated January 5, 2017.

The Bank has engaged an external Independent Professional Agency for conducting the Performance Evaluation exercise.

The Board of Directors has carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors, the Chairman and the Committees of the Board.

The performance of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Director, the Chairman and the Committees of the Board have been evaluated / reviewed by the Compensation and Nomination & Remuneration Committee, by the Independent Directors and by the Board of Directors.

The Board has formulated a Policy on Performance Evaluation which details the various aspects that are to be considered for evaluating the performance of the Board, including but not limited to attendance, participation in the meetings, contribution towards strategies of the Board, etc.

The Policy on Performance Evaluation provides a guideline for the individual Directors to evaluate the Board, its Committees and individual directors.

The Policy on Performance Evaluation is available on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

The Statement indicating the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy for Selection and Appointment of Directors

The Board of Directors are at the helm of the Bank and an enlightened Board creates a culture of leadership and provides a long-term policy approach to improve the quality of governance.

The Policy for Selection and Appointment of Directors has been formulated and adopted by the Bank in terms of Section 178 of the Companies Act, 2013, the relevant provisions of the SEBI Listing Regulations, Section 10A of the Banking Regulation Act, 1949 and the Guidelines issued by the RBI, in this regard, from time to time.

The Policy for Selection and Appointment of Directors shall act as a guideline for the Compensation and Nomination & Remuneration Committee for determining the qualifications, positive attributes, independence of Directors and matters related thereto, to recommend appointment and removal of Directors on the Board of the Bank.

The Policy for Selection and Appointment of Directors has been hosted on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Familiarization Programs for Independent Directors

Various programs were undertaken for familiarizing the Independent Directors of the Bank, details of which are disclosed in the Corporate Governance Report, which forms part of the Integrated Annual Report.

Change in Key Managerial Personnel

During the FY 2023-24, Mr. Arun Khurana, Deputy CEO of the Bank was appointed as Whole-time Director [Executive Director] with effect from November 16, 2023, upon approval of the RBI.

System for Internal Financial Controls and its Adequacy

The Bank operates in a fully computerized environment with a Core Banking Solution system, supported by diverse application platforms for handling special businesses, such as Treasury, Trade Finance, Credit Cards, Retail Loans, etc.

The process of recording of transactions in each of the application platforms is subject to various forms of controls such as, in-built system checks, Maker - Checker authorizations, independent post-transaction reviews, etc.

The Financial Statements are prepared based on computer system outputs. The responsibility of preparation of Financial Statements is entrusted to a dedicated unit which is completely independent. This unit does not originate accounting entries except for limited matters such as, Share Capital, Taxes, Transfers to Reserves and few book closing entries.

The Bank has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of Financial Statements,and that such internal financial controls were adequate and were operating effectively during the year.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy and technology absorption 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.

Conservation of Energy:

Considering the nature of its activities as an entity in the Financial Services sector, the Bank has voluntarily taken steps towards conservation of energy, details of which are furnished in Principle 6 of the Business Responsibility and Sustainability Report which has been hosted on the Bank's website at:

https://www.indusind.com/in/en/sustainability/esg-ratings-and-reporting.html

Technology Absorption:

The Bank has made optimum use of Information Technology in its operations. Details pertaining to Technology Absorption have been explained in the Management Discussion and Analysis Report which forms an integral part of the Integrated Annual Report.

Foreign Exchange Earnings and Outgo:

The provisions relating to 134 (3) (m) of the Companies Act, 2013, on particulars relating to Foreign Exchange Earnings and Outgo are not applicable to a banking company and as such, no disclosure is being made in this regard.

Risk Management

The Bank has an Enterprise-wide Risk Management (ERM) framework in place. The integrated Risk Management Department covers, Credit Risk, Market Risk, Assets-Liabilities Management (ALM) and Operational Risk across all verticals, independent of business functions.

Risk Management functions in the Bank have been aligned with best industry practices, supported by advanced risk measurement and analytical systems which enable proactive risk management and monitoring. Risk Management is continually enhanced in line with changes in operating environment and regulations.

The Bank has a comprehensive framework of Risk Management Policies which specify the risk appetite, risk measurement methodologies, and monitoring and control measures for the respective business segments. The policies have been designed keeping risk appetite as the central objective, and business strategies have been aligned to risk policies.

The Bank has set up a Board-level Committee, viz., 'Risk Management Committee' to examine risk policies and procedures developed by the Bank and monitor adherence to risk parameters and prudential limits set for different portfolios / products / segments.

Details of Risk Management Models and Frameworks implemented by the Bank are mentioned under 'Management Discussion and Analysis'.

Vigil Mechanism / Whistle Blower Policy

The Bank has in place the 'Whistle Blower Policy' since 2009. The Policy is in compliance with the RBI Guidelines, provisions of the Companies Act, 2013, and the SEBI Listing Regulations. The Vigil Mechanism at the Bank requires submission of Quarterly Reviews before the Audit Committee of the Board, and placing of Annual Reviews before the Audit Committee and the Board of Directors. The Policy also incorporates suggestions of the Protected Disclosure Scheme for Private Sector and Foreign Banks, instituted by the RBI.

The Board of Directors of the Bank have constituted a Board- level Committee, viz., the Vigilance Committee, which conducts overview of cases of vigilance nature arising out of actions of the employees of the Bank. The Committee meets at least thrice a year.

The Bank's Whistle Blower Policy is in sync with all statutory and regulatory guidelines.

Further details about the Vigil Mechanism are furnished in the Report on Corporate Governance and the Whistle Blower Policy of the Bank has been hosted on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/ investor-resources.html > Policies & Codes >> Whistle Blower Policy

Reporting of Frauds by the Auditors

During the year under review, pursuant to Section 143(12) of the Act, neither the statutory auditors nor the secretarial auditor of the Bank have identified any instances of frauds committed in the Bank by its officers or its employees.

Statutory Auditors

M/s M S K A & Associates, Chartered Accountants (ICAI Firm Registration Number 105047W) and M/s M. P. Chitale & Co., Chartered Accountants (ICAI Firm Registration Number 101851W), were the Joint Central Statutory Auditors of the Bank for the financial year ended March 31,2024.

The Joint Central Statutory Auditors have not made any qualification / reservation / adverse remarks or disclaimer in their report for FY 2023-24.

As per the RBI guidelines issued on April 27, 2021, a Statutory Auditor can conduct audit of Scheduled Commercial Bank for a maximum period of three years at a time. Statutory Auditor would not be eligible for re-appointment in the same Entity for six years (two tenures) after completion of full or part of one term of the audit tenure.

Members may note that the appointment of M/s. M. P. Chitale & Co., Chartered Accountants, was approved by the Members at the 27^th Annual General Meeting of the Bank held on August 26, 2021, for a period of three consecutive years, i.e., until the conclusion of the 30^th Annual General Meeting, subject to approval from the RBI on an annual basis.

Since M/s M. P. Chitale & Co. has completed their tenor of three years and their appointment is valid up to the conclusion of the 30^th Annual General Meeting, the Bank hereby proposes to appoint M/s Chokshi & Chokshi LLP (ICAI Firm Registration Number 101872W/W100045) as one of the Joint Central Statutory Auditors of the Bank for period of three years, commencing from conclusion of 30^th Annual General Meeting until the conclusion of 33^rd Annual General Meeting, which would be held in FY 2027-28, subject to approval from the RBI on an annual basis.

Appointment of M/s M S K A & Associates, Chartered Accountants, (ICAI Firm Registration Number 105047W) was approved by the Members at the 28^th Annual General Meeting of the Bank held on August 19, 2022, for a period of three consecutive years, i.e.,until the conclusion of the 31^st Annual General Meeting, subjectto approval from the Reserve Bank of India on an annual basis.

M/s M S K A & Associates, Chartered Accountants, (ICAI Firm Registration Number 105047W) are proposed to be re-appointed as one of the Joint Central Statutory Auditors of the Bank for FY 2024-25, being their third year of appointment.

Independent Auditors' Report

M/s M S K A & Associates and M/s M. P. Chitale & Co., Joint Central Statutory Auditors of the Bank, have audited the accounts of the Bank for the year FY 2023-24 and their Report is enclosed and forms part of the Integrated Annual Report.

Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Joint Central Statutory Auditors have also reported on the adequacy and operating effectiveness of internal financial controls system over financial reporting, which has been enclosed as 'Annexure A' to the Independent Auditors' Report.

Significant Audit observations, if any, and corrective actions taken by the Management are presented to the Audit Committee of the Board from time to time.

There are no qualifications, reservations or adverse remarks or disclaimers made in the Auditors' Report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank had appointed M/s Alwyn Jay & Co., Company Secretaries in Practice, to undertake Secretarial Audit of the Bank for the FY 2023-24.

The Secretarial Audit Report submitted by M/s Alwyn Jay & Co. is furnished at Annexure III, and forms an integral part of this Integrated Annual Report. There were no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their report.

Employees Stock Option Scheme

The Bank had instituted the Employee Stock Option Scheme (ESOS-2020) to enable its employees, including Whole-time Directors, to participate in the capital appreciation and future growth of the Bank.

Under the Scheme, Options can be granted, which upon exercise could give rise to the issuance of a number of shares up to 7% of the aggregate number of paid-up equity shares of the Bank from time to time. The eligibility and number of Options to be granted to an employee is determined on the basis of criteria laid down in the Scheme and is approved by the Compensation and Nomination & Remuneration Committee of the Board of Directors.

An aggregate of 5,45,36,022 Options, comprising approx. 7% of the Bank's paid-up Equity Capital, have been granted under the Scheme. Statutory disclosures as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 are given at Annexure IV, and form an integral part of this Integrated Annual Report.

The Annual Certificate on compliance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 issued by the Secretarial Auditor of the Bank shall be placed before theMembers at the ensuing Annual General Meeting of the Bank.

The Employees Stock Option Scheme is administered by the Compensation and Nomination & Remuneration Committee of the 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:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Compliance with Secretarial Standards

The Bank has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and has put in place systems which are adequate and are operating effectively.

Maintenance of Cost Records

Being a banking company, the Bank is not required to maintain cost records as per sub- section (1) of Section 148 of the Companies Act, 2013.

Proceedings under Insolvency and Bankruptcy Code

Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review, along with their status as at the end of the financial year:

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 31,2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and that judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank as at March 31,2024, and of the profit of the Bank for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting frauds and other irregularities;

(d) that the Annual Financial Statements have been prepared on a 'going concern' basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Bank as on March 31, 2024, in the prescribed Form MGT-7 is available on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Particulars of Employees

The Bank had 45,637 employees on its rolls as on March 31, 2024.

105 employees employed throughout the year were in receipt of remuneration of ?1.02 crores per annum or more, and 33 employees employed for the part of the FY 2023-24 were in receipt of remuneration of ?8.50 lakh per month or more.

The information containing particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, the above details are not being sent along with this Annual Report to the Members of the Bank in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining the details may please send an email to the Secretarial Team at investor@indusind.com.

None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Share Capital of the Bank.

Details pursuant to remuneration of Directors and Employees in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given at Annexure V which forms an integral part of this Integrated Annual Report.

Policy on Remuneration to Non-Executive Directors

The Bank has formulated and adopted a Policy on Remuneration to Non-Executive Directors of the Bank in accordance with the guidelines prescribed in the RBI Circular dated April 26, 2021, on compensation of Non-Executive Directors of private sector banks.

All Non-Executive, Independent Directors of the Bank were paid Fixed Remuneration and Sitting Fees for attending Board and Committee meetings during the year under review.

The annual remuneration payable to a single Non-Executive Director of the Bank did not exceed 50% of the total annual remuneration 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 hosted on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/ investor-resources.html #policies-and-codes

Details of remuneration paid to the Non-Executive, Independent Directors, the Managing Director & CEO and Whole-time Director (Executive Director) of the Bank, are given under the Corporate Governance Report, which forms part of the Integrated Annual Report.

Particulars of Loans, Guarantees or Investments outstanding

Pursuant to Section 186(11) of the Companies Act, 2013, loans made, guarantees given, securities provided or acquisition of securities by a banking company in the ordinary course of its business are exempted from the disclosure requirement under Section 134(3)(g) of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered with 'Related Parties' during the year under review were conducted on an 'arm's length basis' and in the 'ordinary course of business' of the Bank, and therefore does not attract the provisions of Section 188 of the Companies Act, 2013.

Further, there are no materially significant Related Party Transactions entered by the Bank during the year under review, with any of its Related Parties, viz., Promoters, Directors, Key Management Personnel, Subsidiary and other related entities including IMFS, an Associate Company, which may have potential conflict with the interest of the Bank at large.

In view of the above, the disclosure under Form AOC-2 is not applicable to the Bank.

The Policy on Related Party Transactions as approved by the Board of Directors has been hosted on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/ investor-resources.html >>Policies & Codes >> Related Party Transaction Policy

Consolidated Financial Statements

In accordance with Section 129 (3) of the Act, Consolidated Financial Statements of IndusInd Bank Limited ('the Bank'), Bharat Financial Inclusion Limited (formerly known as IndusInd Financial Inclusion Limited) ("BFIL") ("the Subsidiary") and IndusInd Marketing and Financial Services Private Limited ("IMFS") ("the Associate") has been 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 its Standalone Financial Statements and the Consolidated Financial Statements and all other documents required to be attached thereto has also been hosted on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Further, the Audited Annual Accounts of the Subsidiary of the Bank has been hosted on the Bank's website at:

https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

In the preparation of the Consolidated Financial Statements, the Standalone Financial Statements of BFIL, the wholly-owned subsidiary for the year ended March 31, 2024, have been considered on 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 of IMFS, an associate in which the Bank has a 30% stake, has been considered in the Consolidated Financial Statements by adopting 'Equity Method'.

Indian Accounting Standards (Ind AS)

The RBI issued a circular in February 2016, requiring Scheduled Commercial Banks to implement Indian Accounting Standards (Ind AS) from April 1, 2018. Vide a press release dated April 5, 2018 the implementation was deferred by one year. The legislative amendments recommended by the Reserve Bank towards implementation of Ind AS are still under consideration of the Government of India. Accordingly, the RBI had, through a notification dated March 22, 2019, deferred the Ind AS implementation until further notice.

Pursuant to the RBI Circular dated February 11, 2016, the Bank formed a Steering Committee, comprising members from crossfunctional areas, for the purpose of reviewing and monitoring the progress of implementation.

The Bank had set up a Working Group under the guidance of the Steering Committee and has conducted Gap Assessment and identified the differences between the current accounting framework and Ind AS, including the identification of the accounting policy options provided under Ind AS 101, First Time Adoption. The Bank had engaged the services of a professional firm with international experience in the field, to assist in the project of implementation of Ind AS.

The Bank has obtained licenses for IT systems to automate Expected Credit Losses and Effective Interest Rate calculations towards implementation of Ind AS and the project is currently under implementation.

The Bank continues to organize trainings for its teams across business and support functions. The Audit Committee of the Board of Directors has an oversight on the progress of the Ind AS implementation. Further, there may be regulatory guidelines and/or clarifications in some of the critical areas with respect to application of Ind AS, which the Bank will need to incorporate in its implementation project as and when those are issued.

In accordance with the RBI directions, the Bank has been submitting standalone pro forma Ind AS financial statements along with other computations to the RBI, from time to time.

Corporate Social Responsibility and Sustainability Corporate Social Responsibility

IndusInd Bank's CSR interventions for the FY 2023-24 are strategically designed to address key societal challenges and align with sustainable development goals. The Bank has a robust Corporate Social Responsibility strategy and policy aimed at economic empowerment and sustainable development primarily empowering rural India towards social transformation.

Under the philosophy of Sattvam, the Bank implements its CSR activities encompassing the length and breadth of India, enabled by deep collaboration with NGOs and community based groups.

The Bank's CSR activities are categorized into two main portfolios: Flagship Programs and Strategic Projects, each with distinct goals and implementation strategies.

The Flagship (Holistic Rural Development) program focusses on long-term, impactful initiatives primarily targeting rural economic development of beneficiaries in the five aspirational districts of Dharashiv (erstwhile Osmanabad, Maharashtra), Bahraich (Uttar Pradesh), Begusarai (Bihar), Baran (Rajasthan) and Virudhunagar (Tamil Nadu) aligned with the Government's Aspirational District Program. The program aims to improve the income levels and standard of living in the selected NITI Aayog Aspirational Districts in multiple focus areas covering enhancing and creating livelihood in Agriculture, Water, allied & non-farm value chains, FPO (Farmer Producer Organizations), Skilling, collaborative efforts in Health, Education & Basic Infrastructure. Climate resilience and women's socio-economic development is at core of the Flagship Program. It seeks to achieve this goal by impacting economic empowerment of communities and improving efficiency in natural resource management. In FY 2023-24, the program successfully transformed the lives of 16 lakh+ beneficiaries across these districts.

In conjunction, the Strategic projects comprise of short-term to mid-term projects that empower and benefit marginalised groups, vulnerable populations and weaker sections of society. These projects focused on three overarching themes: Sustainable Environment, Inclusive Sports and Education & Employability and have impacted more than 5.55 lakh beneficiaries.

The thematic of Sustainable Environment includes various watershed management, rejuvenation of water bodies and urban afforestation and solar installation projects. The Bank is driven to support Water Stewardship, promoting management of water resources efficiently and climate resilient agricultural practices for water positivity. In FY 2023-24, the Bank through its interventions across the country was able to positively impact more than 2.4 lakh+ beneficiaries by restoring 2,689 hectares' area and creating storage capacity of 26,45,574 cubic meters. 1.16 crore litres of safe drinking water was also dispensed, ensuring better health and hygiene of beneficiaries.

As part of Inclusive Sports, programs such as 'IndusInd Cricket for the Blind' and 'Para Champions' for athletes with special abilities are helping the Bank support talent to perform at international arenas. Other programs have been designed for underprivileged children, and initiatives promoting women's participation in sports like wrestling, athletics, hockey and squash. These programs have impacted 1010 beneficiaries in FY 2023-24.

Various initiatives aim to improve foundational literacy and numeracy, provide remedial education, and support higher education through scholarships and fellowships in the Education portfolio. Programs like'Road to School','Tayyari School Ki'and'Kids for Tigers' focus on school-level interventions, while partnerships with universities like Ashoka University, Plaksha University and Indian School of Development Management offer scholarships. The Bank has also designed and implemented programs for employability for the specially-abled with organizations such as Sarthak and Tamana among others. As a result, our interventions have boosted the education of 215,800+ students across 2200+ schools and trained more than 6000 teachers. The employability initiatives were able to mentor 650+ specially-abled youth into the workforce.

Under "Other Areas", the Bank supports select healthcare programs and also extends support to Armed Forces Veterans, Widows and their families.

The Bank also supports Bharat Sanjeevani program focused on Livelihood enhancement through livestock health management in collaboration with it's subsidiary Bharat Financial Inclusion Limited (BFIL)

As per the requirements of Section 135 of the Companies Act, 2013 and CSR Rules 2014, the Bank has a Board-level CSR & Sustainability Committee to look after the CSR initiatives. The Bank's CSR governance structure includes a dedicated CSR Committee at the Board level, and a specialized CSR Department responsible for execution and monitoring. This multi-tiered approach ensures that the CSR activities are effectively managed and aligned with the Bank's strategic objectives. The Committee is headed by Mrs. Akila Krishnakumar as the Chairperson, Mr. Rajiv Agarwal, Mr. Jayant Deskmukh, Mr. Sumant Kathpalia and Mr. Arun Khurana as Members.

The composition of the CSR & Sustainability Committee is in accordance with Section 135 of the Companies Act, 2013.

The Bank also emphasizes transparency and accountability in its CSR operations. Regular monitoring, qualitative and quantitative assessments, and periodic reporting ensure that the initiatives are on track and deliver the intended impact.

The CSR Initiatives / Projects undertaken by the Bank are in accordance with Schedule VII of the Companies Act, 2013.

Companies, on the basis of criteria prescribed under Section 135 of the Act, are required to spend at least Two per cent of their Average Net Profits made during the three immediately preceding financial years, in pursuance of their Corporate Social Responsibility Policy. Accordingly, the Bank spent ^132.72 crores against adjusted budget of ^131.27 crores, towards various CSR activities specified in Schedule VII of the Companies Act, 2013.

The Report on CSR activities undertaken by the Bank during the year under review, is set out at Annexure VI and forms an integral part of this Integrated Annual Report.

The CSR Policy, is framed basis the activities permitted under Schedule VII of the Companies Act, 2013. Details of the CSR Policy and initiatives adopted by the Bank on CSR, are available on Bank's website at:

https://www.indusind.com/in/en/csr-home/our-approach/csr-policy.html

Sustainability

The Bank recognises that sustainable practices are vital for long-term success. Guided by the principle "Good Ecology is Good Economics," the Bank is committed to adopting business products, practices, processes, and operations that reflect this enduring belief.

The Bank embeds sustainability into every facet of its operations, supported by a robust governance structure. At the apex is the CSR and Sustainability Committee of the Board, followed by the Sustainability Council and the centralised Sustainability Unit. These bodies work in concert with various stakeholders to develop the Environmental, Social, and Governance (ESG) strategy for each department.

Strategic planning at IndusInd Bank occurs in three-year cycles, with the current cycle, Planning Cycle-6 (PC6), covering FY 2023-24 to FY 2025-26. One of the key pillars of this cycle is 'Imbibing ESG into Business.'

Our approach to sustainability emphasizes integrating ESG principles into our product offerings for both retail and corporate sectors. By identifying opportunities and developing innovative products, the Bank demonstrates its commitment to sustainability. As a responsible lender, IndusInd Bank incorporates ESG considerations into its wholesale banking Credit Appraisal process, offering various ESG-linked products and solutions to its clients.

The Bank's dedication to sustainability is unwavering, ensuring that its business operations contribute positively to the environment and society while delivering economic value.

Business Responsibility and Sustainability Report (BRSR)

As per the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") shall form part of the Directors' Report.

In accordance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for FY 2023-24 is included in this Integrated Annual Report. This report details the Bank's initiatives from an environmental, social, and governance (ESG) perspective, providing insights into various ESG activities adopted by the Bank. The BRSR reflects the Bank's performance against the principles of the 'National Guidelines on Responsible Business Conduct,' enabling Members to understand our comprehensive 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 the Bank's website at:

https://www.indusind.com/in/en/sustainability/esg-ratings-and-reporting.html

Corporate Governance

The Bank believes that Corporate Governance is a reflection of its value system, encompassing its culture, its policies, and its relationships with the stakeholders. Responsible and ethical corporate conduct is integral to the way the Bank does its business.

The Bank also believes that consistent implementation of good corporate governance practices contributes towards developing and sustaining the best operating systems and processes.

Integrity, transparency and accountability are the basic tenets of Corporate Governance. The Bank acknowledges the need to uphold the integrity of every transaction it enters into, and believes that honesty in its internal conduct would be judged by its external behavior.

The Bank has adopted the industry best practices of Corporate Governance and aims to continue banking on the highest principles of governance and ethics. At IndusInd, Corporate Governance is more than just adherence to the statutory and regulatory requirements. It is equally about focusing on voluntary practices that underlie the highest levels of transparency.

The Governance framework is driven by the objective of enhancing long-term stakeholder value, without compromising on Ethical Standards and Corporate Social Responsibilities.

The Bank's guiding principles are also articulated through its Code of Business Conduct and various initiatives taken to maintain transparency by communicating with the Shareholders on developments in the Bank. The Bank has also set up various sub-Committees of the Board to bring in more efficacy and transparency in the workings.

The Bank continues to focus on better, complete and timely disclosures to the Stock Exchanges for dissemination to the Stakeholders. Detailed disclosures regarding corporate governance are provided in the Corporate Governance Report, which forms part of the Integrated Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as prescribed under Regulation 34(2)(e) of the SEBI Listing Regulations, forms part of the Integrated Annual Report.

Significant and Material Orders Passed by Regulators or Courts or Tribunal Impacting the 'Going Concern' Status and Operations of the Bank

During FY 2023-24, there were no significant and material Orders passed by the Regulators / Courts / Tribunal that would impact the 'going concern' status of the Bank and its future operations.

Material Events that have happened after the Balance Sheet date

No material changes and commitments affecting the financial position of the Bank have occurred between the end of the financial year of the Bank to which the Financial Statements relate and the date of this Integrated Annual Report.

Awards and Accolades Q1

1. Asiamoney Best Bank Award 2023

IndusInd Bank was recognized as the 'Best Bank for ESG in India - FY 2022-23' by Asiamoney for FY 2022-23, for the second year in a row.

2. Captain Tractors

IndusInd Bank was recognized as the Number 1 Financier, for two consecutive financial years.

3. Wells Fargo Operational Excellence Award

IndusInd Bank's CGMO - Trade and Remittance team received a Wells Fargo Award for Operational Excellence.

4. JCB Annual Financiers Award 2022

IndusInd Bank ranked second at the JCB Annual Financiers Award 2022.

5. Finnoviti Awards 2023

IndusInd Bank was recognized for 'Open API Banking with Omni channel experience' at the Finnoviti Awards 2023.

6. Infosys Finacle Innovation awards 2023

IndusInd Bank was recognized for its commitment to establishing world-class technology architecture, aspiration to deliver outstanding technology-led solutions, and digital innovation charter.

- Gold Winner: Ecosystem Led Innovation - Open Banking & Omni-Channel

- Platinum Winner: Modern Technologies-led innovation - Digital Centre of Excellence

- Gold Winner: Maximizing Customer Engagement Centralized hub for communications

Q2

7. Pitch BFSI Marketing Summit & Awards 2023

IndusInd Bank was recognized for its marketing campaigns in the below categories:

- Most Effective Holiday, Seasonal & Festival Marketing Campaign for #BankOnHappiness

- Most Effective Launch/Relaunch Campaign for EazyDiner Credit Card

- Most Effective 360degree Marketing Campaign for Savings Account Ho Toh Asia Campaign

- Most Effective Use of OTT/Digital for Savings Account Ho To Aisa Campaign

Q3

8. Business World Supply Chain Awards 2023

IndusInd Bank was recognized and awarded by Business World in two significant categories at the "BW Supply Chain Awards 2023":

- Outstanding Customer-centric Supply Chain

- Excellence in Supply Chain Innovation and Creativity

9. Lentra CNBC-TV18 Digital Lending Summit

IndusInd Bank was recognized as a Digital Lending Achiever and bestowed with the Excellence in Digital Lending - Growth Bank award.

Q4

10. Euromoney 2023 Market Leaders Award

IndusInd Bank was recognized as a Market Leader in ESG in India by Euromoney.

11. IBA Banking Technology Awards 2024

IndusInd Bank was recognized at the IBA Banking Technology Awards 2024

- Best Digital Engagement - Winner

- Best Technology Bank - Winner

- Best IT Risk Management - Runner Up

- Best AI&ML Bank - Runner Up

- Best Technology Talent - Special Mention

- Best Fintech & DPI Adoption - Special Mention

12. India Gem & Jewellery Awards 2024

IndusInd Bank was awarded as 'Best Bank Financing The Industry' (Highest Growth of Limit Sanctioned with Minimum Base of ?500 crore) at the India Gems & Jewellery Awards 2024 held by GJEPC (Gem & Jewellery Export Promotion Council).

Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Bank has complied with the extant provisions relating to the constitution of Internal Committees under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosures relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, is included in the Corporate Governance Report, which forms an integral part of the Integrated Annual Report.

Annexures

The following documents are annexed to the Directors' Report:

(i) Certificate on Declaration of Independence of Directors from Company Secretary in Practice.

(ii) Certificate from Secretarial Auditor on disqualification of directors pursuant to Regulation 34(3) of the SEBI Listing Regulations.

(iii) Secretarial Audit Report of the Bank, for the financial year ended March 31, 2024.

(iv) Statutory Disclosures regarding administration of ESOPs for the financial year ended March 31, 2024.

(v) Disclosure on remuneration pursuant to Section 197 of the Companies 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 Bank during the financial year ended March 31, 2024, in terms of Notification dated January 22, 2021, issued by the MCA.

Acknowledgements

The Directors are grateful to the Shareholders for the trust and confidence reposed by them in the Bank.

The Directors are also grateful to the RBI, the Ministry of Corporate Affairs, Securities and Exchange Board of India, Insurance Regulatory and Development Authority and the Stock Exchanges, for the guidance and support extended by them to the Bank.

The Board thanks its valued Customers for their patronage, and looks forward to the growing of this mutually supportive relationship in future.

The Board expresses its deep sense of appreciation to all employees for their excellent performance, strong work ethic, and untiring commitment, which qualities have contributed to the Bank's continued progress in a challenging environment.