About IndusInd Bank Ltd

IndusInd Bank Ltd is one of the new generation private sector banks in India. The Bank's business lines include corporate banking, retail banking, treasury and foreign exchange, investment banking, capital markets, non-resident Indian/high-net-worth individual banking, and information technology. The Bank business divisions include Retail/ Consumer Banking, Consumer Finance, Global Markets Group, Corporate & Commercial Banking, Transaction Banking Group and Investment Banking. The Bank have representative offices in London, Dubai and Abu Dhabi. The bank provides multi-channel facilities, which includes automated teller machines (ATMs), net banking, mobile banking, phone banking, multi-city banking and international debit cards. The Bank has multi-lateral tie-ups with other banks providing access to more than 18000 ATMs for their customers. They enjoy clearing bank status for both major stock exchanges - BSE and NSE - and three major commodity exchanges in the country - MCX, NCDEX, and NMCE. They also offer DP facilities for stock and commodity segments. IndusInd Bank Ltd was incorporated in the year 1994 and was promoted by Mr Srichand P Hinduja, a leading Non-Resident Indian businessman and head of the Hinduja Group. The Bank started their operations with a capital amount of Rs 1,000 million among which Rs 600 million was donated by the Indian Residents and Rs.400 million was raised by the Non-Resident Indians. The bank is a pioneer in launching internet banking. They are rated as one of the Top Performing Banks in various survey reports. During the year 2001-02, the Bank increased their network from 36 to 77. During the year 2002-03, the Bank entered into electronic money transfer arrangements with MoneyGram International Ltd, USA and Zoha Inc USA for attracting beneficiaries of small value remittance from overseas. Thus, they became the first to implement the RBI-Electronic Funds Transfer scheme. Also, they entered into bullion trading activities and financial services to Indian entities setting up joint ventures and wholly-owned subsidiaries abroad. IndusInd Enterprises & Finance Ltd, a Non-Banking Finance company and one of the promoters of the Bank amalgamated with the Bank with effect from July 11, 2003. As a result, IndusInd Information Technology Ltd became a subsidiary of the Bank. During the year, the bank increased their network to 127 from 77 outlets. During the year 2003-04, the Bank opened their representative office in Dubai. They launched their debit card with the name International Power Card. They opened 8 new branches and 2 new extension counters during the year. Also, a total of 31 new ATMs were installed, which includes 15 on-site ATMs and 16 off-site ATMs. Ashok Leyland Finance Ltd, a leading Non-Banking Finance company merged with the Bank with effect from June 11, 2004. During the year 2004-05, the Bank signed an agreement with NCDEX as clearing banker. They launched various innovative products and services, which includes International Mahila Card, Mobile Top-ups, Utility Bill Payment etc. They opened second representative office in London. Also, the Bank entered bilateral tie-up with Corporation Bank and with UTI Bank, in which the Bank's customer can utilize their ATMs across the country. During the year 2006-07, the Bank added a number of new business and product lines which includes the launch of Indus Gold and Indus Gift Card and E-Remittance facility. They made a tie-up with Religare Securities for extending Portfolio Management services. They also made a tie up with Aviva Life Insurance for bancassurance. The Bank opened 33 branches and set up 41 offsite ATMs during the year. During the year 2007-08, the Bank signed an agreement with National Multi Commodity Exchange Ltd (NMCE) to become their clearing bank. They made a strategic tie-up with Religare Securities for offering a value-added 3-in-1 savings accounts-linked package to customers - comprising a savings bank account, a depository account, and an Internet trading account. Also, they made a strategic partnership with Cholamandalam MS for bancassurance. During the year 2007-08, the Bank was awarded the highest A1+ rating for their Certificates of Deposit by ICRA and the highest P1+ rating for their Fixed Deposits and Certificates of Deposit by CRISIL. They also received recognition by BSE and NASSCOM Foundation for the Best Corporate Social Responsibility Practice Category. In July 2008, the Bank was awarded The Smart Workplace Award by Economic Times in association with Acer and Intel for enhancing the productivity of the employees through optimum use of resources as well as technology. During the year 2008-09, the Bank launched various new products and services which were targeted at building wealth management capabilities as well as enhancing the existing banking channels. The Bank launched the Gold and Investment verticals, which contributed in excess of Rs 5 crore of revenue in the first year of operations. They also launched two new channels - Wealth Relationship Managers and the Central Acquisition Team (CAT). The Bank commenced the process of opening 'new look branches' to enhance the banking experience of customers and to provide personal attention to their needs. They already opened five branches with the new look at Bandra, Kolkata, Ludhiana, Vadodara and Lucknow. The Consumer Banking opened their new Administrative Office in Gurgaon. Also, the Bank's Consumer Finance Division moved into their own four-storey building at G. N. Chetty Road in Chennai. In August 2008, the Bank acquired the micro-finance portfolio from SKS Mircofinance. In October 2008, they signed a co-partner agreement with World Gold Council for joint promotion of packaged and certified gold coins and ingots in India. In November 2008, the Bank entered into an agreement with TVS Motor Company where the Bank will provide structured inventory funding to TVS Motors' dealers. In January 2009, they entered into a MoU with CRISIL to rate the Bank's clients. During the year 2009-10, the Bank opened 30 new branches and 141 ATMs as a part of the strategy of expanding banking network to different locations in the country. The Bank re-launched the Non-Resident (NR) business, which acquired 12,000 new NR clients within a short span and also mobilized significant FCNR book and savings account book. During the year, the Corporate Office in Mumbai moved into new spacious premises at One Indiabulls Centre, Elphinstone Road (W), Mumbai. The Bank continued the process of opening new-look branches/off-site ATMs at various locations, viz., branches in Chennai, Secunderabad, Phagwara, Coimbatore, Pune, Hapur and off-site ATMs in 114 locations enhancing the customer experiences at primary touchpoints. During the year 2010-11, the Bank opened 90 new branches and set up 97 ATMs. As at the year ended March 31, 2011, the Bank had a total of 300 branches spread across 212 geographical locations and 594 ATMs, inclusive of 340 off-site ATMs. In October 2011, the Bank entered into an arrangement with Moscow-based commercial bank JCB Unistream for India bound remittances. In February 2011, they signed MoU with Mahindra & Mahindra Ltd in which the Bank will be one of the preferred financiers for the entire range of vehicles sold by Mahindra & Mahindra Ltd and also extend passenger and commercial vehicle finance to their customers. In June 2011, the Bank signed an agreement with Atos Worldline India (Venture Infotek) for point of sale (POS) acquiring solutions. During the year 2011-12, the Bank opened 100 new branches and 106 ATMs. As at the end of the year, the Bank had a total of 400 branches spread across 270 geographical locations and 692 ATMs inclusive of 345 off-site ATMs. The Bank launched three new services: Cash-on-Mobile, Direct Connect and Quick Redeem during the year. These new services are aimed at making banking easy and convenient for the customers. The Bank purchased the Credit Cards business of Deutsche Bank during the year. The launch of IndusInd Bank's Credit Cards business through this acquisition has fast tracked the Cards' business growth plans. On 24 July 2012, IndusInd Bank and Suzuki Motorcycle India Pvt. Ltd. (SMIPL) signed MOU whereby IndusInd Bank will be the preferred financier to extend retail finance to SMIPL's two wheeler customers across the country. On 16 August 2012, IndusInd Bank announced the launch of its foreign currency pre-paid travel card - the Indus Forex card. On 13 December 2012, IndusInd Bank announced the successful implementation of Finacle core banking across all its branches to facilitate the delivery of state-of-the-art banking services. IndusInd Bank on 1 April 2013 was included in the NIFTY 50 benchmark index of the National Stock Exchange (NSE). On 29 May 2013, IndusInd Bank and American Express announced the formation of a strategic partnership with the launch of the new IndusInd Bank Iconia American Express credit card. On 4 August 2014, Jet Airways, India's premier international airline, and IndusInd Bank announced a strategic partnership to launch a suite of Jet Airways IndusInd Bank co-branded credit cards. On 29 September 2014, IndusInd Bank inaugurated its first digital branch at IndusInd Cybercity Rapid Metro station, Gurgaon. With this launch, IndusInd Bank became the first bank in India to have a fully digital branch at a metro station, whose branding rights are owned by the bank. On 10 April 2015, IndusInd Bank announced that it has entered into an agreement with Royal Bank of Scotland N.V. to acquire its diamond and jewellery financing business in India and related deposits portfolio. On 27 July 2015, IndusInd Bank announced that it had completed the acquisition of Royal Bank of Scotland's diamond and jewellery financing business in India. The acquired loan portfolio is approximately Rs 4100 crore. On 20 May 2015, Worldpay, the global leader in payments, announced that it has partnered with IndusInd Bank to offer domestic acquiring services in India. On 3 July 2015, IndusInd Bank completed the allotment of 5.12 crore equity shares to Qualified Institutional Buyers (QIBs) at issue price of Rs 845 per share, thereby raising Rs 4327.98 crore. On 6 August 2016, IndusInd Bank completed the allotment of 87.81 lakh equity shares to the promoters of the bank on a preferential basis at issue price of Rs 857.20 per equity share, thereby raising Rs 752.74 crore. On 12 January 2016, IndusInd Bank announced that it has partnered with online payment solution leader PayU India to redefine the digital experience for Indian consumers, by bringing the full suite of consumer banking products online and powering the same through payment innovations and online eco-systems enabled by PayU India. On 23 May 2016, IndusInd Bank announced that it had signed a Corporate Agency agreement for distributing Reliance General Insurance's insurance products to its customers. On 12 July 2016, IndusInd Bank announced the opening of an International Banking Unit (IBU) at the Gujarat International Finance Tec-City (GIFT City) to meet the requirements of offshore banking operations from India. IndusInd Bank's International Banking Unit (IBU) will provide the bank access to international financial markets and will allow IndusInd Bank to deliver a complete range of products to its clients with foreign currency funding requirements. On 14 March 2017, IndusInd Bank announced that it has entered into an agreement with Infrastructure Leasing and Financial Services Ltd. (IL&FS), the promoter shareholders of IL&FS Securities Services Ltd., (ISSL), to acquire 100% of ISSL. ISSL is a leading capital market intermediary for professional clearing, depository and custodial services. On 29 March 2017, IndusInd Bank announced extension of its agreement with Lohia Auto Industries. IndusInd Bank would be the s preferred financier for retail vehicle finance for all Lohia 3-wheeler electric and diesel models. On 8 June 2017, Overseas Private Investment Corporation (OPIC) and IndusInd Bank executed a finance agreement for a $225 million loan supporting the expansion of the IndusInd Bank's micro, small, and medium enterprise (MSME) lending programs across India. On 15 September 2017, Asian Development Bank (ADB) signed a loan of up to $200 million with IndusInd Bank to provide finance to low income women borrowers in rural India. The 7-year senior loan will go towards IndusInd Bank's microfinance activities. On 14 October 2017, IndusInd Bank and Bharat Financial Inclusion announced a merger of the two entities to create a stronger and more sustainable platform for financial inclusion. The scheme contemplates merger of Bharat Financial with IndusInd and simultaneous transfer of Bharat Financial Inclusion's Business Correspondent operations into a Wholly Owned Subsidiary of IndusInd to be incorporated after receipt of requisite regulatory approvals. Bharat Financial Inclusion's shareholders will receive 639 shares of IndusInd Bank for every 1,000 shares of Bharat Financial Inclusion. Bharat Financial Inclusion is among the largest microfinance companies in India with presence across 16 states covering 1 lakh villages. In the Extraordinary General Meeting held on August 25, 2020, the members approved Preferential Allotment of equity shares of Rs. 10 each, fully paid, at a price of Rs. 524 per equity share, to five Qualified Institutional Buyers and two corporate entities including one of the promoters. Accordingly, 4,76,29,768 equity shares were allotted on September 2, 2020 to Qualified Institutional Buyers and 1,51,17,477 equity shares were allotted on September 4, 2020 to two corporate entities, pursuant to approval of Finance Committee on respective dates. Consequently, the equity share capital of the Bank increased by Rs. 62.75 crores. Pursuant to Composite Scheme of Arrangement with Bharat Financial Inclusion Limited, the Bank allotted 1,57,70,985 Share Warrants to the Promoters of the Bank on July 6, 2019, on receipt of subscription amount at 25% of the price of Rs. 1,709 per Share Warrant. Each Share Warrant was convertible to one equity share of the Bank fully paid, upon exercise of the option by paying the remaining amount. On February 18, 2021, the promoters exercised the option of conversion and paid Rs. 2,021.45 crores, being the remaining consideration of 75% of the price of Share Warrants. Consequently, the Bank allotted 1,57,70,985 equity shares of Rs 10 each fully paid at a price of Rs 1,709 per equity share, and the share capital increased by Rs 15.77 crores and share premium by Rs 2,679.49 crores. As on 31 March 2022, the bank had a network of 2265 branches and 2767 ATMs across the country. The Bank added 250 branches during the year, increasing the branch count to 2,265. As on March 31, 2022, the Bank held Assets Under Management (AUM) of Rs. 2,22,255 crores of its customers through products like Mutual Funds, Portfolio Management Service (PMS), Alternate Investment Fund (AIF) and Demat. The Bank also mobilised insurance premium of Rs. 2,372 crores for Life and Non-Life products, for the year ended March 31, 2022. The Bank launched Green Deposits for its retail and bulk customers.

IndusInd Bank Ltd Chairman Speech

A digital future, built on sustainability

We will be committed to generating sustainable value for our stakeholders by following the triple bottom line approach

Dear Shareholders,

I want to start by wishing all of you and your loved ones good health. FY21 was an extraordinary year by any measure and it was a year of unprecedented challenges both at personal and professional levels. The year had a considerable amount of uncertainty with the virulent outbreak of COVID-19, followed by stricter lockdowns, bringing economic activities to a standstill. The Indian economy has shown great resilience towards the COVID-19 challenges and after reporting two-quarters of negative GDP, we saw a strong economic recovery in the 2nd half of FY 21. However, the economic recovery got interrupted by the 2nd wave of COVID-19. The economic impact of 2nd wave of COVID-19 has been severe but short term compared to last year. As the pandemic gets under control and the vaccination drive is lifting consumer and business confidence, economic recovery is expected to gain momentum as the year progresses. Measures announced by the Government of India and accommodative policies by RBI, will continue to boost the overall economic growth.

We, being part of the essential services, have to balance between customer convenience and the safety of our employees. We have accorded the highest priority to continuity of the services to our customers and the safety of our employees during the pandemic. IndusInd Bank has taken several significant steps in improving client experience including an "All-in-One store" in the IndusMobile App, Video Branch, Video KYC, Banking on WhatsApp and Alexa-based servicing, supported by Natural Language Processing. We have deployed a large scale Work From Home setup for over 15,000 staff. We have also conducted a large scale vaccination drive and over 40,000 i.e 70% of the employees in the Bank and our MFI subsidiary have received a minimum of one dose of vaccine.

It was my first financial year as the Managing Director and CEO of IndusInd Bank. We faced some internal and external challenges during the year. I can proudly say that the Bank has come out stronger from these challenges. If we look at some parameters indicating the health of the Bank, they are at their best levels in the last several years, if not in the decade. We closed the year with a capital adequacy ratio of 17.38%, surplus liquidity of Rs. 40,000 crores, Credit Deposit Ratio below 85% with strong traction on retail deposits, PCR at 75% with significant buffer provisions outside PCR, operating profit margin at 6% of loans - all at their best levels in the last few years. We have used this year to strengthen our balance sheet and the Bank is well positioned to participate in the growth to follow in coming years.

During the financial year, the Bank also adopted its fifth 3-year (triennial) planning cycle for the period FY 2020-23. Planning Cycle-5 (PC-5) has "Scale with Sustainability" as a key theme and along with growth areas, the Bank has also defined boundaries relating to capital adequacy, provision coverage, stable funding sources etc. which will help achieve sustainable growth with stable profitability across the business cycles.

Our strategy revolves around improving the sustainability of the organisation. While traction on financial metrics is well covered, we have also progressed on non-financial aspects. With our commitment to sustainable finance, ~42% of our lending book constitutes Sustainable Finance - this includes Climate/Green Finance and Social Finance supporting livelihood, healthcare, education etc. We are committed to increasing capital allocation here and reaching this to 45% by 2023.

Regarding Sustainable Operations, IndusInd Bank has committed to reducing its carbon footprint by 50% by FY25 over the baseline of FY 20. The Bank has already, during FY21, reduced its intensity carbon emissions by 23% over baseline emissions of FY20.

As a result of these efforts,

• We are the only Indian Bank to be included in the S&P DJSI Sustainability Yearbook for 2021. The yearbook showcases select organisations that have progressed well on the sustainability aspects. It includes 21 Indian companies and we are the only Indian Bank amongst them

• For the 6th consecutive year, the Bank retained its top position in Carbon Disclosure Project by securing the highest Band A and being the only Bank in India in Band A Rankings

• IndusInd Bank was also ranked 57th out of 914 Global Banking Services companies assessed by Refinitiv ESG Rankings. The Bank was rated 78/100 by Refinitiv ESG Rankings for excellent ESG performance, commitment, effectiveness and a high degree of transparency in reporting material ESG data publicly

Next, I would like to come to the financial highlights for the year:

• We maintained healthy profit margins in a tough operating environment with PPOP/Loan ratio of 5.7%

• Our deposits saw handsome growth of 27% driven by granular retail deposits. Our retail deposits as defined by LCR grew by 53%

• We have moderated our loan growth in line with evolving macro environment. While we had 3% YoY loan book growth, the loan growth picked up in the 2nd half of FY 21 with 6% growth.

• We continued to have a healthy loan mix with 57% retail and 43% corporate advances

• Net interest income grew by 10% and our NIM remained range-bound between 4.1%-43%

• We have lowered our cost of deposit by 108bps during the year. We have further reduced our deposit rates in 1st half of FY 22 indicating our increased ability to attract retail deposits.

• With muted activity level during most part of the financial year, our fee income was marginally lower by 6%

• Following a conservative approach, we have taken higher provisions during the year as we have increased our PCR to 75% from 63% and created surplus contingent provisions of Rs. 1,600 crores (0.8% of advances)

• As a result, our profit after tax lowered by 34% at Rs. 2,930 crores and our ROA was 0.93%

• With capital raise of Rs. 5,309 crores, our CRAR increased to 17.38% from 15.04% and now our Bank is well capitalised to achieve the growth plans.

The Bank is deeply embedded in the community and plays an important role through its various Corporate Social Responsibility centric initiatives. We are proud of the ecosystem that we support, and the following few initiatives are a testament to this thought:

• The Bank, through its CSR initiatives has reached out to 64,000 villages and towns, thereby impacting the lives of over 19 lakh beneficiaries

• Provided accessible and affordable healthcare services to over 6.6 lakh people

• Groomed nearly 640 sportspersons to compete at national and international platforms across several disciplines

• Created water storage capacity of over 6,680 crore litres

• Planted about 2.2 lakh trees

• Implemented educational programmes that have benefited 92,770 students

• Imparted employable & entrepreneurial skill training to 1,209 young adults and entrepreneurs to generate income

• Mitigated 16 lakh kilograms of Carbon Dioxide emission through clean energy solutions

It is gratifying to see our work being acknowledged and rewarded at various reputed forums and platforms. In the last one year, the Bank was bestowed the following honours:

• "Most Innovative Company" for Multi-cloud platform in Business Impact Awards 2020 - Economic Times and VMware

• Silver Category in "Best Mobile Search Campaign" at the 11th India Digital Awards - Internet and Mobile Association of India

• 2020 APAC Innovation Award - RED HAT

• "Outstanding Response to COVID-19, Branchless Banking" at the Global Retail Banking Innovation Awards 2020 - The Digital Banker

Digitisation has always been the core theme in IndusInd Bank's strategy. While Digital 1.0 was about seamless, digital onboarding, servicing journeys and employee enablements, as we look into the future, there are two clear shifts that we see happening:

• Banking is becoming more and more frictionless and invisible and it is critical for the Bank to be where the client is and embed itself in customer's lifestyle

• Customer experience and customer obsession will define competitive advantage in the long run and we need to move away from being product-centric to client-centric

With a focus on customer-centricity and human-centred design, the Bank is set to start its Digital 2.0 journey. The Bank has created a Digital Centre of Excellence and is taking a comprehensive view to deploy new-age digital platforms and build end-to-end digital client value propositions.

This includes:

• Re-inventing the experience layer by building end-to-end digital stacks with omni-channel capabilities across deposits, lending, payments and wealth

• API Orchestration and Management through Microservices- based stacks which enable a high degree of agility and ease and flexibility of integration with various partners making the Bank ready for API Banking or Open Banking or Platform Banking. A recent example of this is the launch of 'Indus EasyCredit' by the Bank

• Modernising the core stacks by moving to cloud-native, microservices-based API-enabled core stacks which enable a high degree of scalability and reliability

• Robust Data Engineering and Data Science Framework as we move to cloud-based data management and working on advanced analytics and machine learning led capabilities across use cases to drive client persona specific engagement, risk management, pricing and wallet share increase

• Overall, this year should see our vision on Digital 2.0 being implemented

We have created a Digital Centre of Excellence taking a comprehensive view to deploy new-age digital platforms and build an end-to-end digital value proposition. We are focused on 5 areas namely 1) Indus Easy Credit for unsecured retail loans, 2) Digital ecosystem for used vehicles, 3) Merchant solutions app,

4) Differentiated payments and finance solution for individuals, and

5) SME trade and credit stack. We will keep you updated on the progress of these five initiatives.

I think the Bank has shown strong resilience in facing heavy headwinds during last year. We have braved these and used this period to strengthen the Bank's strategic position. Now the only way hereon is up and there is a long growth runway for us and I am committed to improving the quantity and quality of our earnings. As a part of the overarching strategy of the Bank, the management team and I will focus on sustainability as a theme to drive long-term stakeholder value.

I would like to thank the regulatory authorities and agencies for their constant support. My sincere appreciation to my colleagues and members of the Board for guiding and supporting the management team in its endeavours. The Bank has an extremely strong franchise of 29 million customers served by over 30,000 employees today and I would like to acknowledge the support of our customers and our highly committed and capable workforce.

Sumant Kathpalia

Managing Director & CEO.

   

IndusInd Bank Ltd Company History

IndusInd Bank Ltd is one of the new generation private sector banks in India. The Bank's business lines include corporate banking, retail banking, treasury and foreign exchange, investment banking, capital markets, non-resident Indian/high-net-worth individual banking, and information technology. The Bank business divisions include Retail/ Consumer Banking, Consumer Finance, Global Markets Group, Corporate & Commercial Banking, Transaction Banking Group and Investment Banking. The Bank have representative offices in London, Dubai and Abu Dhabi. The bank provides multi-channel facilities, which includes automated teller machines (ATMs), net banking, mobile banking, phone banking, multi-city banking and international debit cards. The Bank has multi-lateral tie-ups with other banks providing access to more than 18000 ATMs for their customers. They enjoy clearing bank status for both major stock exchanges - BSE and NSE - and three major commodity exchanges in the country - MCX, NCDEX, and NMCE. They also offer DP facilities for stock and commodity segments. IndusInd Bank Ltd was incorporated in the year 1994 and was promoted by Mr Srichand P Hinduja, a leading Non-Resident Indian businessman and head of the Hinduja Group. The Bank started their operations with a capital amount of Rs 1,000 million among which Rs 600 million was donated by the Indian Residents and Rs.400 million was raised by the Non-Resident Indians. The bank is a pioneer in launching internet banking. They are rated as one of the Top Performing Banks in various survey reports. During the year 2001-02, the Bank increased their network from 36 to 77. During the year 2002-03, the Bank entered into electronic money transfer arrangements with MoneyGram International Ltd, USA and Zoha Inc USA for attracting beneficiaries of small value remittance from overseas. Thus, they became the first to implement the RBI-Electronic Funds Transfer scheme. Also, they entered into bullion trading activities and financial services to Indian entities setting up joint ventures and wholly-owned subsidiaries abroad. IndusInd Enterprises & Finance Ltd, a Non-Banking Finance company and one of the promoters of the Bank amalgamated with the Bank with effect from July 11, 2003. As a result, IndusInd Information Technology Ltd became a subsidiary of the Bank. During the year, the bank increased their network to 127 from 77 outlets. During the year 2003-04, the Bank opened their representative office in Dubai. They launched their debit card with the name International Power Card. They opened 8 new branches and 2 new extension counters during the year. Also, a total of 31 new ATMs were installed, which includes 15 on-site ATMs and 16 off-site ATMs. Ashok Leyland Finance Ltd, a leading Non-Banking Finance company merged with the Bank with effect from June 11, 2004. During the year 2004-05, the Bank signed an agreement with NCDEX as clearing banker. They launched various innovative products and services, which includes International Mahila Card, Mobile Top-ups, Utility Bill Payment etc. They opened second representative office in London. Also, the Bank entered bilateral tie-up with Corporation Bank and with UTI Bank, in which the Bank's customer can utilize their ATMs across the country. During the year 2006-07, the Bank added a number of new business and product lines which includes the launch of Indus Gold and Indus Gift Card and E-Remittance facility. They made a tie-up with Religare Securities for extending Portfolio Management services. They also made a tie up with Aviva Life Insurance for bancassurance. The Bank opened 33 branches and set up 41 offsite ATMs during the year. During the year 2007-08, the Bank signed an agreement with National Multi Commodity Exchange Ltd (NMCE) to become their clearing bank. They made a strategic tie-up with Religare Securities for offering a value-added 3-in-1 savings accounts-linked package to customers - comprising a savings bank account, a depository account, and an Internet trading account. Also, they made a strategic partnership with Cholamandalam MS for bancassurance. During the year 2007-08, the Bank was awarded the highest A1+ rating for their Certificates of Deposit by ICRA and the highest P1+ rating for their Fixed Deposits and Certificates of Deposit by CRISIL. They also received recognition by BSE and NASSCOM Foundation for the Best Corporate Social Responsibility Practice Category. In July 2008, the Bank was awarded The Smart Workplace Award by Economic Times in association with Acer and Intel for enhancing the productivity of the employees through optimum use of resources as well as technology. During the year 2008-09, the Bank launched various new products and services which were targeted at building wealth management capabilities as well as enhancing the existing banking channels. The Bank launched the Gold and Investment verticals, which contributed in excess of Rs 5 crore of revenue in the first year of operations. They also launched two new channels - Wealth Relationship Managers and the Central Acquisition Team (CAT). The Bank commenced the process of opening 'new look branches' to enhance the banking experience of customers and to provide personal attention to their needs. They already opened five branches with the new look at Bandra, Kolkata, Ludhiana, Vadodara and Lucknow. The Consumer Banking opened their new Administrative Office in Gurgaon. Also, the Bank's Consumer Finance Division moved into their own four-storey building at G. N. Chetty Road in Chennai. In August 2008, the Bank acquired the micro-finance portfolio from SKS Mircofinance. In October 2008, they signed a co-partner agreement with World Gold Council for joint promotion of packaged and certified gold coins and ingots in India. In November 2008, the Bank entered into an agreement with TVS Motor Company where the Bank will provide structured inventory funding to TVS Motors' dealers. In January 2009, they entered into a MoU with CRISIL to rate the Bank's clients. During the year 2009-10, the Bank opened 30 new branches and 141 ATMs as a part of the strategy of expanding banking network to different locations in the country. The Bank re-launched the Non-Resident (NR) business, which acquired 12,000 new NR clients within a short span and also mobilized significant FCNR book and savings account book. During the year, the Corporate Office in Mumbai moved into new spacious premises at One Indiabulls Centre, Elphinstone Road (W), Mumbai. The Bank continued the process of opening new-look branches/off-site ATMs at various locations, viz., branches in Chennai, Secunderabad, Phagwara, Coimbatore, Pune, Hapur and off-site ATMs in 114 locations enhancing the customer experiences at primary touchpoints. During the year 2010-11, the Bank opened 90 new branches and set up 97 ATMs. As at the year ended March 31, 2011, the Bank had a total of 300 branches spread across 212 geographical locations and 594 ATMs, inclusive of 340 off-site ATMs. In October 2011, the Bank entered into an arrangement with Moscow-based commercial bank JCB Unistream for India bound remittances. In February 2011, they signed MoU with Mahindra & Mahindra Ltd in which the Bank will be one of the preferred financiers for the entire range of vehicles sold by Mahindra & Mahindra Ltd and also extend passenger and commercial vehicle finance to their customers. In June 2011, the Bank signed an agreement with Atos Worldline India (Venture Infotek) for point of sale (POS) acquiring solutions. During the year 2011-12, the Bank opened 100 new branches and 106 ATMs. As at the end of the year, the Bank had a total of 400 branches spread across 270 geographical locations and 692 ATMs inclusive of 345 off-site ATMs. The Bank launched three new services: Cash-on-Mobile, Direct Connect and Quick Redeem during the year. These new services are aimed at making banking easy and convenient for the customers. The Bank purchased the Credit Cards business of Deutsche Bank during the year. The launch of IndusInd Bank's Credit Cards business through this acquisition has fast tracked the Cards' business growth plans. On 24 July 2012, IndusInd Bank and Suzuki Motorcycle India Pvt. Ltd. (SMIPL) signed MOU whereby IndusInd Bank will be the preferred financier to extend retail finance to SMIPL's two wheeler customers across the country. On 16 August 2012, IndusInd Bank announced the launch of its foreign currency pre-paid travel card - the Indus Forex card. On 13 December 2012, IndusInd Bank announced the successful implementation of Finacle core banking across all its branches to facilitate the delivery of state-of-the-art banking services. IndusInd Bank on 1 April 2013 was included in the NIFTY 50 benchmark index of the National Stock Exchange (NSE). On 29 May 2013, IndusInd Bank and American Express announced the formation of a strategic partnership with the launch of the new IndusInd Bank Iconia American Express credit card. On 4 August 2014, Jet Airways, India's premier international airline, and IndusInd Bank announced a strategic partnership to launch a suite of Jet Airways IndusInd Bank co-branded credit cards. On 29 September 2014, IndusInd Bank inaugurated its first digital branch at IndusInd Cybercity Rapid Metro station, Gurgaon. With this launch, IndusInd Bank became the first bank in India to have a fully digital branch at a metro station, whose branding rights are owned by the bank. On 10 April 2015, IndusInd Bank announced that it has entered into an agreement with Royal Bank of Scotland N.V. to acquire its diamond and jewellery financing business in India and related deposits portfolio. On 27 July 2015, IndusInd Bank announced that it had completed the acquisition of Royal Bank of Scotland's diamond and jewellery financing business in India. The acquired loan portfolio is approximately Rs 4100 crore. On 20 May 2015, Worldpay, the global leader in payments, announced that it has partnered with IndusInd Bank to offer domestic acquiring services in India. On 3 July 2015, IndusInd Bank completed the allotment of 5.12 crore equity shares to Qualified Institutional Buyers (QIBs) at issue price of Rs 845 per share, thereby raising Rs 4327.98 crore. On 6 August 2016, IndusInd Bank completed the allotment of 87.81 lakh equity shares to the promoters of the bank on a preferential basis at issue price of Rs 857.20 per equity share, thereby raising Rs 752.74 crore. On 12 January 2016, IndusInd Bank announced that it has partnered with online payment solution leader PayU India to redefine the digital experience for Indian consumers, by bringing the full suite of consumer banking products online and powering the same through payment innovations and online eco-systems enabled by PayU India. On 23 May 2016, IndusInd Bank announced that it had signed a Corporate Agency agreement for distributing Reliance General Insurance's insurance products to its customers. On 12 July 2016, IndusInd Bank announced the opening of an International Banking Unit (IBU) at the Gujarat International Finance Tec-City (GIFT City) to meet the requirements of offshore banking operations from India. IndusInd Bank's International Banking Unit (IBU) will provide the bank access to international financial markets and will allow IndusInd Bank to deliver a complete range of products to its clients with foreign currency funding requirements. On 14 March 2017, IndusInd Bank announced that it has entered into an agreement with Infrastructure Leasing and Financial Services Ltd. (IL&FS), the promoter shareholders of IL&FS Securities Services Ltd., (ISSL), to acquire 100% of ISSL. ISSL is a leading capital market intermediary for professional clearing, depository and custodial services. On 29 March 2017, IndusInd Bank announced extension of its agreement with Lohia Auto Industries. IndusInd Bank would be the s preferred financier for retail vehicle finance for all Lohia 3-wheeler electric and diesel models. On 8 June 2017, Overseas Private Investment Corporation (OPIC) and IndusInd Bank executed a finance agreement for a $225 million loan supporting the expansion of the IndusInd Bank's micro, small, and medium enterprise (MSME) lending programs across India. On 15 September 2017, Asian Development Bank (ADB) signed a loan of up to $200 million with IndusInd Bank to provide finance to low income women borrowers in rural India. The 7-year senior loan will go towards IndusInd Bank's microfinance activities. On 14 October 2017, IndusInd Bank and Bharat Financial Inclusion announced a merger of the two entities to create a stronger and more sustainable platform for financial inclusion. The scheme contemplates merger of Bharat Financial with IndusInd and simultaneous transfer of Bharat Financial Inclusion's Business Correspondent operations into a Wholly Owned Subsidiary of IndusInd to be incorporated after receipt of requisite regulatory approvals. Bharat Financial Inclusion's shareholders will receive 639 shares of IndusInd Bank for every 1,000 shares of Bharat Financial Inclusion. Bharat Financial Inclusion is among the largest microfinance companies in India with presence across 16 states covering 1 lakh villages. In the Extraordinary General Meeting held on August 25, 2020, the members approved Preferential Allotment of equity shares of Rs. 10 each, fully paid, at a price of Rs. 524 per equity share, to five Qualified Institutional Buyers and two corporate entities including one of the promoters. Accordingly, 4,76,29,768 equity shares were allotted on September 2, 2020 to Qualified Institutional Buyers and 1,51,17,477 equity shares were allotted on September 4, 2020 to two corporate entities, pursuant to approval of Finance Committee on respective dates. Consequently, the equity share capital of the Bank increased by Rs. 62.75 crores. Pursuant to Composite Scheme of Arrangement with Bharat Financial Inclusion Limited, the Bank allotted 1,57,70,985 Share Warrants to the Promoters of the Bank on July 6, 2019, on receipt of subscription amount at 25% of the price of Rs. 1,709 per Share Warrant. Each Share Warrant was convertible to one equity share of the Bank fully paid, upon exercise of the option by paying the remaining amount. On February 18, 2021, the promoters exercised the option of conversion and paid Rs. 2,021.45 crores, being the remaining consideration of 75% of the price of Share Warrants. Consequently, the Bank allotted 1,57,70,985 equity shares of Rs 10 each fully paid at a price of Rs 1,709 per equity share, and the share capital increased by Rs 15.77 crores and share premium by Rs 2,679.49 crores. As on 31 March 2022, the bank had a network of 2265 branches and 2767 ATMs across the country. The Bank added 250 branches during the year, increasing the branch count to 2,265. As on March 31, 2022, the Bank held Assets Under Management (AUM) of Rs. 2,22,255 crores of its customers through products like Mutual Funds, Portfolio Management Service (PMS), Alternate Investment Fund (AIF) and Demat. The Bank also mobilised insurance premium of Rs. 2,372 crores for Life and Non-Life products, for the year ended March 31, 2022. The Bank launched Green Deposits for its retail and bulk customers.

IndusInd Bank Ltd Directors Reports

The Board of Directors of the Bank have pleasure in presenting the Twenty-eighth Annual Report covering business and operations of the Bank, together with the Audited Financial Statements for the year ended March 31,2022.

The financial performance for the year ended March 31,2022 is summarized as under:

(Rs in crores)

Particulars	As on March 31, 2022	As on March 31, 2021
Deposits	2,93,681.35	2,56,204.96
Advances	2,39,051.53	2,12,595.41
Operating Profit (before Provisions and Contingencies)	12,838.60	11,726.67
Net Profit	4,611.12	2,836.39

The financial year 2021-22 witnessed volatility with economic activity impacted by COVID second and third wave. The economic impact, however, has not been as severe due to effective policy responses by the Regulator and the Government along with vaccination program. The activity levels are bouncing back to pre COVID levels across various segments.

The Bank demonstrated traction in operating performance metrics, like disbursements, resource mobilization through deposits, Basel III compliant Tier II capital, growth in operating profit, and better asset quality with receding COVID impact.

Our deposits grew by 14.63% while loan growth accelerated to 12.44% for the year. Balance sheet footage crossed ' 4 trillion mark as of March 31,2022.

The Bank maintained healthy profitability with improvement in operating profit before provisions and contingencies by 9.48% (i.e., ' 12,838.60 crores from ' 11,726.67 crores in previous year). Net Interest Margin of the Bank stood at 4.11%. Further, total Provisions and Contingencies decreased by 7.46% from ' 8,890.28 crores to ' 8,227.48 crores. As a result, the net profit increased to ' 4,611.12 crores, as against ' 2,836.39 crores in the previous year.

Appropriations

The Directors recommend appropriation of Profit as under:

(Rsin crores)

Operating Profit before Provisions and Contingencies	12,838.60
Less: Provisions and Contingencies inclusive of Income Tax	8,227.48
Net Profit	4,611.12
Profit Brought Forward	15,928.61
Amount available for Appropriation	20,539.73
Transfer to Statutory Reserve	1,152.78
Transfer to Capital Reserve	76.81
Dividend Paid	386.99
Total Appropriations	1,616.58
Balance carried over to Balance Sheet	18,923.15

Dividend

The Earning Per Share (EPS) of the Bank during the year showed an improvement to ' 59.57 compared to ' 38.75 in the previous year.

The Board of Directors, in their meeting held on April 29, 2022, have recommended dividend of ' 8.50 per equity share of ' 10 each (85% of Face Value) for the year ended March 31,2022 (Dividend for the year 2020-21 was ' 5.00 per equity share of ' 10 each). This proposal is subject to the approval of the shareholders at the ensuing 28^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/IndusInd-Bank-Limited-Dividend-Distribution-Policy.pdf

Financial performance and state of the affairs of the Bank

The year under review was the second year of the new Triennial Planning Cycle of the Bank, (Planning Cycle 5, for Financial Years 2020-23) with the theme "Digitize to Differentiate, Diversify and Create Domain Expertise Underscored by Sustainability (4D+S)". In view of the pandemic, the focus of the Bank during the year under review was in building resilience, fortifying the balance sheet, improving the loan book profile alongwith credit quality, granularising the deposit franchise and build enriched digital value proposition stacks. While Deposits grew by 14.63% year-on-year (with CASA improving by 17.30%), Advances grew by 12.44% over the previous year, and the Bank continued to be liquid.

Total Income of the Bank for the year under review grew by 11.51% to ' 22,397.89 crores from ' 20,086.50 crores during the previous year. Net Interest Income increased by 10.89% to ' 15,000.84 crores from ' 13,527.89 crores during the previous year.

In view of the recovery in economic activities, the Non-Interest Income increased by 12.78% to ' 7,397.05 crores from ' 6,558.61 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 25.73% to ' 5,883.33 crores from ' 4,679.22 crores during the previous year.

Abundant liquidity available in the system kept the interest rates in a narrow range. While Yield on Advances fell to 11.56% as compared to 11.84% in the previous year, the Cost of Deposits registered a decline to 4.76% from 5.38% a year ago.

The Bank expanded its branch network and has 2,265 branches / banking outlets, as against 2,015 branches / banking outlets at the beginning of the year. The extended network of the Bank included 2,767 ATMs, 2,795 branches of Bharat Financial Inclusion Ltd. ("BFIL"), and 816 outlets of IndusInd Marketing and Financial Services Private Limited, an associate entity. Revenue per employee stood at ' 66.70 lakhs.

The Net Non-Performing Assets of the Bank improved to 0.64% as on March 31,2022 as compared to 0.69% a year ago.

During the year business performance of the Bank improved due to which, Return on Assets for the year stood at 1.28% as against 0.90% in the previous year.

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

• The Bank has reported highest ever profit since inception. Also Balance Sheet size surpassed ' 4 trillion mark as of March 31, 2022.

• Assets disbursals gradually inched back to pre-COVID levels across all products / segments of the Bank.

• The Bank has raised unsecured, redeemable, subordinated Tier 2 Basel III compliant non-convertible taxable Bonds through private placement basis at par aggregating to total size of ' 2,800.00 crores on October 29, 2021 with a tenor of 10 years at interest rate of 8.11% p.a. which will augment Capital Funds of the Bank as well as enhance long-term resources of the Bank.

• The Bank redeemed unsecured, redeemable, subordinated Tier 1 Basel III compliant non-convertible taxable Bonds by exercising the call option on March 22, 2022 at '1,000.00 crores at its Fifth anniversary (First call option date).

• The Bank focused on digitization by launching "IndusEasyCredit", a comprehensive digital lending platform enabling customers to meet their financial requirements from the comfort of their homes. With this, both existing as well as non- IndusInd Bank customers can instantly avail personal loans or credit cards on a single platform in a completely paperless and digital manner.

• The Bank has launched the Green Fixed Deposits that provide its customers with an opportunity to contribute in the development of projects that can have a positive impact on the environment and the society at large. Green Fixed Deposits to both retail and corporate customers where the deposit proceeds will be allocated to finance projects and firms supporting the United Nations Sustainable Development Goals (SDGs). The Bank, will use the proceeds from these deposits to finance wide array of sectors falling under the SDG themes including energy efficiency, renewable energy, green transport, sustainable food, agriculture, forestry, waste management, and greenhouse gas reduction.

• The Bank is the first Indian bank to go live on UPI for cross-border payment.

• The Bank has received a final report in March 2022 from an external agency on its assessment and findings in the matter of allegations made by anonymous individuals related to Bank's wholly owned subsidiary and business correspondent for microfinance loans, Bharat Financial Inclusion Limited ("BFIL"). Bank's Board of Directors after review of the findings have constituted a committee to look into staff accountability in this regard. The Bank wishes to reiterate that there is a strong risk management and control framework in place, which will be further strengthened basis the findings of independent review.

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 ' 1,637.21 crores as against ' 1,316.66 crores earned during the previous year. The Net Profit for the year under review amounted to ' 193.52 crores as against ' 153.48 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 31,373 as on March 31,2022.

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 ' 419.72 crores as against ' 371.70 crores earned in the previous year. The net profit earned by IMFS during the year under review amounted to ' 1.33 crores as against ' 0.74 crores earned in the previous year. IMFS had 13,054 employees on its rolls as on March 31,2022.

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 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 SEBI (LODR) Regulations.

Share Capital

During the year, authorized capital of the Bank was increased from ' 857.00 crores to ' 1,000.00 crores after obtaining required approvals from the shareholders at the 27^th Annual General Meeting held on August 26, 2021.

The issued, subscribed and paid-up share capital of the Bank as at March 31,2022 is ' 774.66 crores comprising of 77,46,63,163 equity shares of face value of ' 10 each.

During the year under review, the Bank has allotted 12,90,864 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 '1.29 crores and share premium by ' 84.79 crores on account of the said allotment.

The Bank has not issued any equity shares with differential voting rights.

Debentures

Being a Scheduled Commercial Bank, compliance with 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 Obligations and Disclosure Requirements) Regulations, 2015, the names of the Debenture Trustees with their contact details are given below:

Trustee I:
Name of Debenture Trustee	: 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
Trustee II:
Name of Debenture Trustee	: Beacon Trusteeship Limited
Address	: 4C&D, Siddhivinayak Chambers, Gandhi Nagar, Opp. MIG Club, Bandra (East), Mumbai - 400 051.
Website	: www.beacontrustee.co.in
E-mail	: info@beacontrustee.co.in

Tier 1 Capital

The Bank has redeemed unsecured, redeemable, subordinated Tier 1 Basel III compliant non-convertible taxable Bonds by exercising the call option on March 22, 2022 of ' 1,000 crores.

Tier 2 Capital

The Bank has raised unsecured, redeemable, subordinated Tier 2 Basel III compliant non-convertible taxable Bonds through private placement basis at par aggregating to total size of ' 2,800 crores on October 29, 2021 with a tenor of 10 years which will augment Capital Funds of the Bank as well as enhance long-term resources of the Bank. As on March 31,2022, the value of outstanding Tier 2 Capital instruments is ' 2,800 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 RBI, is set out below:

Particulars	March 31, 2022	March 31, 2021
i) Capital Adequacy Ratio (CRAR)	18.42%	17.38%
ii) CRAR- Common Equity Tier 1 Capital	15.96%	15.55%
iii) CRAR- Tier 1 Capital	16.80%	16.83%
iv) CRAR- Tier 2 Capital	1.62%	0.55%

Credit Ratings

Instruments	Rating	Rating Agency
Domestic Ratings
Infra Bond program/ Tier II Bonds	AA+	CRISIL
Additional Tier I Bond Program	AA	CRISIL
Certificates of Deposit Program	A1 +	CRISIL
Short Term FD Program	A1 +	CRISIL
Senior Bonds program / Tier II Bonds	AA+	India Ratings and Research
Additional Tier I Bond Program	AA	India Ratings and Research
Short Term Debt instruments	A1 +	India Ratings and Research
International Ratings
Senior Unsecured MTN Program	Ba1	Moody's Investors Service

Bank's Directors

The Board of the Bank comprised of nine Directors as on March 31,2022, viz., Mr. Arun Tiwari, Non-Independent Non-Executive, Part-time Chairman, seven Non-Executive Independent Directors, viz., Mr. Shanker Annaswamy, Dr. T. T. Ram Mohan, Mrs. Akila Krishnakumar, Mr. Rajiv Agarwal, Mr. Sanjay Asher, Mrs. Bhavna Doshi and Mr. Jayant Deshmukh, and Mr. Sumant Kathpalia, Managing Director & CEO.

(a) Non-Executive, Independent Directors

All Independent Directors have submitted the declarations that they meet the criteria of independence as laid down under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations. Based on the said declarations, the following Non-Executive Directors continue to be classified as Independent Directors of the Bank:

1. Mr. Shanker Annaswamy

2. Dr. T. T. Ram Mohan

3. Mrs. Akila Krishnakumar

4. Mr. Rajiv Agarwal

5. Mr. Sanjay Asher

6. Mrs. Bhavna Doshi

7. Mr. Jayant Deshmukh

In addition, the Bank's Board of Directors have, pursuant to Regulation 25(9) of SEBI Listing Regulations, 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 as Annexure I, and forms an integral part of this 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 SEBI Listing Regulations, specified companies are required to have at least one Woman Director on their Board. Details of the Women Independent Directors of the Bank, are as under:

Mrs. Akila Krishnakumar (DIN: 06629992), who joined the Board on August 10, 2018, is a Non-Executive, Independent Director of the Bank. Mrs. Akila Krishnakumar is the Chairperson of the Compensation and Nomination & Remuneration Committee, Customer Service Committee, Vigilance Committee and Corporate Social Responsibility & Sustainability Committee. Mrs. Akila Krishnakumar is also Member of IT Strategy Committee and Review Committee (for identification of Non-Cooperative Borrowers & Wilful Defaulters).

Mrs. Bhavna Doshi (DIN: 00400508), who joined the Board on January 14, 2020, is a Non-Executive, Independent Director of the Bank. Mrs. Bhavna Doshi is the Chairperson of the Audit Committee of the Board and a Member of the Finance Committee, Risk Management Committee, Special Committee for monitoring of Large Value Frauds, Stakeholders' Relations Committee and Inquiry Committee.

(c) Chairman of the Board

Mr. Arun Tiwari (DIN: 05345547) was appointed as the Non-Independent Non-Executive, Part-time Chairman of the Bank, for a period of three years, with effect from January 31, 2020 up to January 30, 2023 (both days inclusive), as approved by the Reserve Bank of India.

Mr. Arun Tiwari's appointment as the Non-Independent Non-Executive, Part-time Chairman of the Bank was approved by the Shareholders at the 26^th Annual General Meeting of the Bank held on September 25, 2020.

(d) Managing Director & CEO

Mr. Sumant Kathpalia (DIN: 01054434) was appointed as the Managing Director & CEO of the Bank, for a period of three years, with effect from March 24, 2020 up to March 23, 2023 (both days inclusive), as approved by the Reserve Bank of India.

Mr. Sumant Kathpalia' s appointment as the Managing Director & CEO was approved by the Shareholders at the 26^th Annual General Meeting of the Bank held on September 25, 2020.

(e) Details of Directors seeking Appointment / Re-appointment / Directors retiring by rotation at the forthcoming AGM.

(i) Appointment

Mr. Pradeep Udhas (DIN: 02207112) was appointed as 'Additional Director' in the category of Non-Executive, Independent Director of the Bank, by the Board of Directors at their meeting held on June 9, 2022, to hold office until the date of the ensuing Annual General Meeting, and as the Non-Executive, Independent Director of the Bank, for a period of four consecutive years, from June 9, 2022 up to June 8, 2026 (both days inclusive), subject to the approval of the shareholders of the Bank.

Approval of the shareholders is being sought for the appointment of Mr. Pradeep Udhas as Non-Executive Independent Director of the Bank by means of a Special Resolution at the ensuing Annual General Meeting.

(ii) Re-appointment

Mrs. Akila Krishnakumar (DIN: 06629992) was appointed as Non-Executive, Independent Director of the Bank, for a period of four years, with effect from August 10, 2018 up to August 9, 2022 (both days inclusive), and her appointment was approved by the Shareholders at the 25^th Annual General Meeting held on August 16, 2019.

Pursuant to the recommendation of the Compensation and Nomination & Remuneration Committee of Directors, the Board of Directors at its meeting held on July 18, 2022, approved the re-appointment of Mrs. Akila Krishnakumar as the Non-Executive, Independent Director of the Bank, for her second term of four consecutive years, with effect from August 10, 2022 up to August 9, 2026 (both days inclusive), subject to the approval of the shareholders of the Bank.

Approval of the Shareholders is being sought for the re-appointment of Mrs. Akila Krishnakumar as Non-Executive, Independent Director by means of a Special Resolution at the ensuing 28^th Annual General Meeting.

(iii) Retirement by Rotation

Section 152 of the Companies Act, 2013 provides that unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of directors of a public company shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being as are liable to retire by rotation and whose tenure is longest shall retire from office.

Accordingly, Mr. Sumant Kathpalia (DIN: 01054434), Managing Director & CEO of the Bank, is liable to retire by rotation at the ensuing Annual General Meeting.

Approval of the shareholders is being sought for re-appointment of Mr. Sumant Kathpalia, who retires by rotation, and being eligible, has offered himself for re-appointment.

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 28^th Annual General Meeting, which forms part of the Annual Report.

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

The Board of Directors have received a Certificate from M/s Alwyn Jay & Co., Practicing Company Secretaries, pursuant to Regulation 34(3) read with Schedule V, Para C, Clause 10 (i) of the SEBI Listing Regulations, that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors on the Board, by SEBI, Ministry of Corporate Affairs or any other Statutory/ Regulatory Authority. The said certificate is furnished as Annexure II, and forms an integral part of this Report.

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

The Independent Directors appointed/re-appointed during the year were subject to the 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 Reserve Bank of India.

The Board of Directors, based on recommendation of the Compensation and Nomination & Remuneration Committee, and after conducting its own assessment, were of the opinion that the Independent Directors appointed/ re-appointed during the year, possesses the necessary integrity, expertise and experience, and that their appointment/ re-appointment, is in the interest of the Bank.

(f) Cessation of Directors

None of the Directors have demitted office during the FY 2021-22.

(g) Cessation of Director after the end of the year and upto the date of the Report

None of the Directors have demitted office after the end of the financial year 2021- 2022 and up to the date of this Report.

Board and Committee Meetings

During the year, 26 meetings of the Board of Directors and 17 meetings of the Audit Committee of the Board were held, the details of which are given in the Corporate Governance Report, which forms part of the Annual Report.

In compliance with RBI Circular dated April 26, 2021 on Corporate Governance in Banks - Appointment of Directors and Constitution of Committees of the Board, Mr. Arun Tiwari, stepped down as a Member of the Audit Committee of Board, Mr. Sanjay Asher stepped down as Chairman of the Audit Committee of Board and Mrs. Bhavna Doshi was appointed as the Chairperson of the Audit Committee of Board, with effect from October 1,2021.

As on March 31,2022, the Audit Committee of Board comprised the following Independent Directors, viz., Mrs. Bhavna Doshi (Chairperson), Mr. Sanjay Asher, and Mr. Shanker Annaswamy.

There have not been any instances during the year where the recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and of all its Committees, the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

The intervening gap between the meetings of the Board and Committees, were 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 SEBI as per Circular dated January 5, 2017.

Pursuant to the recommendation of the Compensation and Nomination & Remuneration Committee, the Board of Directors have engaged an external Independent Professional 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 Directors, 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 meeting, 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 Statement indicating the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this 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 to 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 Annual Report.

Change in Key Managerial Personnel

During the financial year 2021-22, the following changes took place in Key Managerial Personnel of the Bank:

i) Chief Financial Officer: Mr. S. V. Zaregaonkar stepped down as the Chief Financial Officer of the Bank, with effect from closing hours of September 29, 2021. He shall however, continue to discharge his responsibilities as the Chief Operating Officer of the Bank, until the date of his superannuation.

Mr. Gobind Jain has assumed charge as the Chief Financial Officer of the Bank, with effect from September 30, 2021.

ii) Company Secretary: Mr. Haresh Gajwani stepped down as the Company Secretary and Key Managerial Personnel of the Bank, with effect from November 26, 2021, in view of his impending superannuation on December 31,2021.

Mr. Girish Koliyote was appointed as the Company Secretary and Key Managerial Personnel of the Bank, w.e.f. November 27, 2021. Due to personal reasons, Mr. Girish Koliyote has resigned as the Company Secretary and Key Managerial Personnel of the Bank, with effect from the close of business hours on Friday, June 17, 2022.

Mr. Anand Kumar Das was designated as the 'Deputy Company Secretary' of the Bank with effect from June 9, 2022. With effect from June 20, 2022, he was also appointed as the 'Compliance Officer of the Bank' in terms of Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and under the relevant provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and as the Nodal Officer of the Bank, in terms of Rule 2A of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

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 and Transfers to Reserves. 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 Section E of the Business Responsibility and Sustainability Report which has been hosted on the Bank's website at:

https://www.indusind.com/in/en/sustainability.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 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 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 Reserve Bank of India.

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 on Vigil Mechanism.

Further details about the Vigil Mechanism are furnished in the Report on Corporate Governance, and the current 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 Fraud, by the Auditors

During the year under review, there were no instances of fraud reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

Statutory Auditors

M/s Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 103523W / W100048) 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 year ended March 31,2022.

The Joint Central Statutory Auditors have not made any qualification/ reservation/ adverse remarks or disclaimer in their report for FY 2021-22.

As per RBI guidelines issued on April 27, 2021, a Statutory Auditor can conduct audit of Scheduled Commercial Bank for a maximum period of 3 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 appointment of M/s. M. P. Chitale & Co., Chartered Accountants was approved by the members in the 27^th AGM of the Bank held on August 26, 2021, for a period of three (3) consecutive years, i.e., until the conclusion of the 30^th AGM, subject to approval from the RBI on annual basis.

In terms of RBI communication dated October 12, 2021, M/s Haribhakti & Co. LLP, Chartered Accountants, have not undertaken any type of audit assignment for the period commencing from April 1,2022, until the conclusion of the 28^th Annual General Meeting of the Bank.

M/s. M. P. Chitale & Co., Chartered Accountants (ICAI Firm Registration Number 101851W) are proposed to be re-appointed as Joint Statutory Auditors of the Bank for FY2022-23, being their second year of appointment.

M/s MSKA & Associates, Chartered Accountants (ICAI Firm Registration Number 105047W) are proposed to be appointed as one of the Joint Statutory Auditors of the Bank for a period of three years commencing from the conclusion of this AGM, until the conclusion of the 31^st Annual General Meeting that would be held during FY 2025-26, subject to the approval of the RBI on annual basis from the conclusion of the 29^th AGM.

Independent Auditors' Report

M/s Haribhakti & Co. LLP. and M/s M. P. Chitale & Co., Joint Central Statutory Auditors of the Bank, have audited the accounts of the Bank for the year 2021-22 and their Report is enclosed and forms part of the 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

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank has appointed M/s Alwyn Jay & Co., Company Secretaries in Practice, to undertake Secretarial Audit of the Bank for the FY 2021-22. The Secretarial Audit Report submitted by M/s Alwyn Jay & Co. is furnished at Annexure III, and forms an integral part of this Report.

The Secretarial Audit Report submitted by M/s Alwyn Jay & Co. for FY 2021-22 does not contain any qualification, reservation or adverse remark.

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 5,19,25,433 Options, comprising 6.70% 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 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 hosted on the Bank's website, as the 28th Annual General Meeting will be held through Video Conference facility.

The Employees Stock Option Plan 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 Bankcruptcy 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:

Pan No.	Borrower	Date of filing the case	Date of admission	Is the case filed under RBI direction?	Resolution status (RP / Liquidation / Delay / Yet to be Admitted)	Remarks
AAACG0108J	Gallium Industries Ltd	30/06/2017	21/07/2017	No	Liquidation Order Passed	The Liquidation order was passed on 17.12.2018 & liquidator has sold all assets and distributed the amount to the stakeholders as per claims. The liquidator has also filed an IA in NCLT seeking investigations against the directors of the corporate debtors by Serious Fraud Investigation Office (SFIO). The application is listed for hearing on 02.08.2022. Liquidator is also in process of filing application in NCLT for dissolution of the company since all the assets of the company have been sold off under liquidation.
AAACC1921B	Cox & Kings Ltd(Borrower) Cox and Kings Global Services Pvt Ltd. (Corporate Guarantor)	29/06/2020		No	Yet to be Admitted	In the matter of Cox & Kings Limited (borrower), an application u/s 7 of IBC has been filed against the Corporate Guarantor- Cox & Kings Global Services Ltd on 29.06.2020 before Mumbai NCLT which is pending for admission.
AAACW6349M	Siti Network Limited (Borrower) Zee Entertainment Enterprises (Corporate / DSRA Guarantor)	25/01/2022		No	Yet to be Admitted	In the matter of Siti Network Limited (borrower), an application u/s 7 of IBC has been filed against the Corporate / DSRA Guarantor- Zee Entertainment Enterprises Limited on 25.1.2022 before Mumbai NCLT which is pending for admission.

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 31,2022, 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 31,2022, 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 31,2022, 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 33,582 employees on its rolls as on March 31,2022.

78 employees employed throughout the year were in receipt of remuneration of ' 1.02 crores per annum or more, and 27 employees employed for the part of the FY 2022 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 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 terms of the guidelines prescribed in RBI Circular dated April 26, 2021, on compensation of Non-Executive Directors of private sector banks.

During the year under review, the Independent Non-Executive Directors of the Bank were paid Fixed Remuneration of ' 10 lakhs per annum, and Sitting Fees for attending meetings of the Board and various Board Committees held during the year under review.

Mr. Arun Tiwari, Non-Independent, Non-Executive, Part-time Chairman of the Bank was paid fixed remuneration of '30 lakhs per annum, in terms of the approval granted by the Shareholders and the Reserve Bank of India, and Sitting Fees for attending meetings of the Board and various Board Committees held 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' has been hosted on the Bank's website at: https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html #policies-and-codes

Details on remuneration paid to the Managing Director of the Bank, are given under the Corporate Governance Report, which forms part of the 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 Annual Report.

In accordance with Section 136(1) of the Companies Act, 2013, the 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 31,2022, 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 Reserve Bank of India (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, 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 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

In line with the CSR strategy, the Bank is committed to various long term community development projects that have a large positive impact. Consistent with the requirements of Section 135 of the Companies Act, 2013 and CSR Rules 2014, the Bank has set up a Board-level CSR & Sustainability Committee to look after the CSR initiatives. The Committee is headed by Mrs. Akila Krishnakumar as the Chairperson, Mr. Rajiv Agarwal, Mr. Sanjay Asher and Mr. Sumant Kathpalia as Members.

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

The Bank revised its CSR Policy and strategy to align with National priorities and SDGs focused on long term approach with programs which provide maximum societal impact, aligning with the CSR mission of designing sustainable CSR programs and leveraging the Brand.

In FY 2021-22, the Bank designed a Holistic Rural Transformation Flagship program initiative with a mission to improve the income levels and standard of living of the rural communities aligning with NITI Aayog Aspirational Districts. It would have a long term perspective of 5-10 years, with impact on:

• Economic Empowerment of communities

• Improved efficiency in natural resource management

A significant allocation of CSR spends would be towards this as the program scales up and stabilizes.

The Bank continued its emphasis on Sustainable Environment, Education, Healthcare, Sports. These are mid-term programs designed to solve critical issues in the ecosystem. These programs include water stewardship, afforestation, renewal energy, climate adaptation, remedial education, school/college interventions, assisted learning, fellowship/scholarship, non-formal education, setting up of healthcare clinics, treatment of children suffering from cancer, affordable healthcare to marginalized community, mother & child care, sports for women/people with disabilities/underprivileged, employable skill development, etc.

Under Other Areas of Special Interest, the Bank supported with COVID relief to various stakeholders, livelihood and skilling programs and supported Armed Forces Veterans, Widows and their families. These were need based programs and short term in nature.

The Bank has supported CSR initiatives of Bharat Financial Inclusion Limited, its wholly- owned subsidiary. Two major initiatives, viz., Bharat Sanjeevani (on livestock care) and Pragat (Integrated Development Program including Water, Healthcare and Education) are supported.

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 ' 108.69 crores against budget of '107.41 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 Report.

The CSR Policy, amended during the year, 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 has adopted a comprehensive approach to improve its triple bottom line (i.e., People, Planet and Profit) performance by integrating sustainability considerations in its business practices, decision-making, operations and products. The Bank understands that inclusion of sustainable practices is key for surviving and thriving in the long run and therefore, the Bank is diligently looking at adopting business products, practices, processes, risk and operations that reflect its long-standing view - "Good Ecology is Good Economics".

The Bank upholds sustainability in every aspect of its functioning, devising various board committees, councils and teams. At the apex lies the CSR and Sustainability Committee of the Board, followed by the Sustainability Council and the Sustainability Team. Sustainability theme is embedded across our diverse Businesses and Operations units. The centralized Sustainability unit works closely with various stakeholders in developing the ESG strategy for each department. This rolls up to form the overall Bank's ESG strategy, which underpins the Bank's overall Planning Cycle-5 Business Strategy. IndusInd has embedded sustainability across all 3 major areas - Business, Risk, and Banking Operations.

As a responsible lender, the Bank has also integrated ESG considerations into its Credit Appraisal process. Various ESG linked products and solutions have been offered to our retail and corporate clients. This comprehensive approach showcases our leadership position in the industry as a sustainable Bank. This has helped IndusInd Bank win the Asiamoney Best Bank for ESG India 2022 Awards and Bank's inclusion in the S&P Dow Jones Sustainability Yearbook 2022 consecutively for a second year, which showcases that the Bank clearly looks beyond profits to focus on its people, the society and the planet.

The Bank has adopted various reporting platforms and guidance frameworks laid out by 'Standard Setters' such as, International Integrated Reporting Council (IIRC), Global Reporting Initiative (GRI), Carbon Disclosure Project (CDP), Dow Jones Sustainability Index (DJSI), etc., for assessment and accountability in sustainability performance.

Business Responsibility and Sustainability Report (BRSR)

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

The Bank has provided BRSR, in lieu of the Business Responsibility Report which indicates the Bank's performance against the principles of the 'National Guidelines on Responsible Business Conduct. This would enable the Members to have an insight into environmental, social and governance initiatives of the Bank.

In view of the above and in compliance with Regulation 34(2) of the SEBI Listing Regulations, the BRSR, has been hosted on the Bank's website at:

https://www.indusind.com/in/en/sustainability.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 subCommittees 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 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 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 2021-22, 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 Report.

Awards and Accolades

1) Bank was bestowed with the Asset Asian Triple Awards 2021:

a) Treasury, Payment and Working Capital Category

• Best in Treasury and Working Capital Public Sector India

• Best Payment and Collection Solution India AutoPe Payment Solution

• Best Payment and Collection Solution India Cashfree Payments India

• Best Payment and Collection Solution India - Nupay

• Best Payment and Collection Solution India - Maharashtra State Cooperative Cotton Growers Marketing Federation

b) Supply Chain Finance Category

• Best Service Provider (India) Distribution Finance - 3rd Year in a row

• Best Supply Chain Solution: India - Dell India

• Best Supply Chain Solution: India - Haler Appliances (India) P. Ltd

• Best Supply Chain Solution: India - APL Apollo Tubes Ltd.

• IndusInd Bank ranked 2nd in the Ashok Leyland Product Funding during the year 2020 at Annual Financier Award 2020 from Ashok Leyland.

2) FICCI CSR Awards 2019-20:

In the category of Environment Sustainability for the Bank's Drain Restoration Project, Gurgaon and in the category of Inclusive Development of PWDs for the Bank's Para-Champions Programme.

3) ASIAMONEY FX Survey 2021:

The Bank was adjudged as the Market Leader, India in ASIAMONEY Foreign Exchange Survey 2021.

4) BNY MELLON STP Award 2020:

The CGMO Trade & Remittance Operations team of the Bank received 2020 BNY Mellon STP award in recognition of achieving exceptional STP rate of 96.37%.

5) VMware Customer Excellence Award for Improved Customer Experience (October 2021) :

The Bank was awarded with the Global VMware Customer Excellence Award.

6) Finacle Innovation Awards 2021 (November 2021)

The Bank was winner in the following categories:

a) COVID Response Innovation (for the initiative - Indus Easycredit for Individuals)

b) Ecosystem-led Innovation (for the initiative - Account Aggregator Framework)

7) DigiDhan Awards 2020-21

The Bank has been awarded with the Utkarsh Puraskar of DigiDhan Award 2020-21 for achieving 1st highest percentage of digital payment transactions (Category: Large & Medium Private Sector Banks)

8) The Bank has been awarded the global'Celent Model Bank'award under the category of'Payments System Transformation' for building a best-in-class Enterprise Payments Hub (EPH).

9) The Bank has been awarded as #1 - Best Financier for 2021 at JCB India Annual Financiers Awards 2021. IndusInd Bank has won this award for 5 years in a row.

10) The Bank has been adjudged the winner in the category of 'Best Savings Product' at the FE Best Banks Awards 2020-21.

11) The Bank has been awarded with the 'Outstanding Digital CX - SME Payments' for its flagship mobile application for merchants - 'Indus Merchant Solutions'

12) CSR Awards 2021:

a) The Bank has been awarded the CSR TIMES Award 2021 for: (i) CSR Project Water Resource Development & Management in Environment, Climate, Forest, River/Water Waves Category; and (ii) School Academic Improvement Program in Education Category.

b) The Bank has been awarded the CSR Universe COVID Response Impact Awards 2021 - 'Award of Excellence in Promoting Sports.'

c) The Bank has been awarded the CII National Awards for Excellence in Water Management 2021 for the Project PRAGAT - Implemented by BFIL.

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

The Bank has complied with provisions relating to the constitution of Internal Complaints 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 Annual Report.

Cautionary Statement

Certain statements in the Directors' Report and in the Management Discussion and Analysis document describing the Bank's objectives, estimates and expectations may be 'forward-looking statements' within the meaning of applicable Securities Laws and Regulations. Actual results could differ substantially from those expressed or implied. Important factors that could make a difference include economic conditions in the domestic and overseas markets, changes in Laws / Regulations, and other incidental factors.

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 31,2022.

(iv) Statutory Disclosures regarding administration of ESOPs for the financial year ended March 31,2022.

(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 31,2022, in terms of Notification dated 22 January, 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 Reserve Bank of India, 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.

	For and on behalf of the Board of Directors
	Sd/-
	Arun Tiwari
Place : Mumbai	Chairman
Date : July 18, 2022	DIN: 05345547