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 has launched its first metal credit card PIONEER HERITAGE in December 2020 for the affluent segment. As on 31 December 2020, the bank's distribution network included 1765 / 150 branches / banking outlets,total of 1915 and 2835 onsite & offsite ATMs. The client base stood at 27 million as on 31 December 2020. The bank also has 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 their 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. During the FY 2017-18,building on its FINGERPRINT BANKING,on its App,the bank launched yet another first in the form of its all-in-one store on its Indusmobile App,bringing the power and offers multiple apps viz.Ola,Uber,Swiggy etc,in one. During the year,apart from opening of 200 branches and expanding the ATM network by setting up 167 new ATMs,the bank has also partnered with White-Label ATM Operations to set up co-branded ATMs. As on 31 March 2018,the bank had a total network of 1400 branches and 2203 ATMs across the country. During the fiscal 2019,the bank has been awarded with the TIMES NOW India Digital Awards 2019 for Innovative Money Transfer Product / Service.The bank also been awarded with the IDC FIIA 2019 Financial Insights Innovation Award as Asia's Leading Partner Bank. As on 31 March 2019, the bank had a total network of 1665 branches and 2545 ATMs across the country. The strategic decision to merge Bharat Financial Inclusion Ltd with IndusInd Bank,has been materialized in June 2020 and the bank has announced its first quarter results of FY 2020 as merged entity. With over 4364 banking points post the merger,the bank is able to serve more than 22.2 million customers. As on 31 March 2020, the bank had a network of 1911 branches 2760 ATMs across the country.During the year,the bank has been awarded with the Best Bank Award in the mid-sized bank category at the 24th edition of the Business Today - Money Today Financial Awards.

IndusInd Bank Ltd Chairman Speech

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 has launched its first metal credit card PIONEER HERITAGE in December 2020 for the affluent segment. As on 31 December 2020, the bank's distribution network included 1765 / 150 branches / banking outlets,total of 1915 and 2835 onsite & offsite ATMs. The client base stood at 27 million as on 31 December 2020. The bank also has 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 their 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. During the FY 2017-18,building on its FINGERPRINT BANKING,on its App,the bank launched yet another first in the form of its all-in-one store on its Indusmobile App,bringing the power and offers multiple apps viz.Ola,Uber,Swiggy etc,in one. During the year,apart from opening of 200 branches and expanding the ATM network by setting up 167 new ATMs,the bank has also partnered with White-Label ATM Operations to set up co-branded ATMs. As on 31 March 2018,the bank had a total network of 1400 branches and 2203 ATMs across the country. During the fiscal 2019,the bank has been awarded with the TIMES NOW India Digital Awards 2019 for Innovative Money Transfer Product / Service.The bank also been awarded with the IDC FIIA 2019 Financial Insights Innovation Award as Asia's Leading Partner Bank. As on 31 March 2019, the bank had a total network of 1665 branches and 2545 ATMs across the country. The strategic decision to merge Bharat Financial Inclusion Ltd with IndusInd Bank,has been materialized in June 2020 and the bank has announced its first quarter results of FY 2020 as merged entity. With over 4364 banking points post the merger,the bank is able to serve more than 22.2 million customers. As on 31 March 2020, the bank had a network of 1911 branches 2760 ATMs across the country.During the year,the bank has been awarded with the Best Bank Award in the mid-sized bank category at the 24th edition of the Business Today - Money Today Financial Awards.

IndusInd Bank Ltd Directors Reports

The Board of Directors of the Bank have pleasure in presenting the Twenty-seventh Annual Report covering business and operations of the Bank, together with the Audited Financial Statements for the year ended March 31, 2021.

The financial performance for the year ended March 31,2021 is summarized as under:

The financial year under review was severely impacted by the COVID-19 pandemic, as the entire world was affected in a manner unseen for more than a century. The beginning of the financial year witnessed a country-wide lockdown which was lifted in phases since June 2020. From the unprecedented low level of economic activity and a technical recession in H1 FY 2020-21, the economy started a swift recovery on the back of fiscal measures taken by the Government of India and monetary policy support and regulatory forbearances provided by the Reserve Bank of India. While the economic recovery was progressing well, towards the end of the year a second and more virulent wave of the pandemic has affected some parts of the country.

During the year, the Bank embarked on multiple initiatives to fortify the Balance Sheet such as expanding and granularising the deposit franchise, rebalancing the loan book with a moderate growth year on year, improving the rating and tenor profile of the loan book, and augmenting capital and provision buffers to build resilience. The business of the Bank improved with Deposits growing by 26.81% and Advances by 2.81% over the previous year.

Operating Profit (before Depreciation and Provisions and Contingencies) rose by 8.88% to Rs.12,032.08 crores, as compared to Rs.11,050.68 crores in the previous year.

The Bank significantly increased the provision buffers prudentially so as to mitigate any potential impact arising out of the pandemic. The total Provisions and Contingencies recognised in the Profit and Loss account during the year were Rs.8,890.28 crores, an increase of 40% over Rs.6,354.80 crores recognized during the previous year. Consequently, the Net Profit of the Bank for the year under review, after considering all expenses and Provisions and Contingencies, amounted to Rs.2,836.39 crores, as against Rs.4,417.91 crores in the previous year.

Appropriations

The Directors recommend appropriation of Profit as under:

Dividend

The Earning Per Share of the Bank during the year amounted to Rs.38.75.

The RBI vide its Circular dated April 22, 2021, advised that banks may pay dividend on equity shares from the profits for the financial year ended March 31, 2021 subject to the quantum of dividend being not more than fifty percent of the amount determined as per the dividend payout ratio prescribed in Circular dated May 4, 2005. Accordingly, the Board of Directors, in their meeting held on April 30, 2021, have proposed dividend of Rs.5 per equity share. This proposal is subject to the approval of the shareholders at the ensuing 27th Annual General Meeting.

Members may note that the Bank did not declare dividend for the year ended March 31,2020, in compliance with RBI Circulars dated April 17, 2020 and December 4, 2020.

Financial Performance and state of the affairs of the Bank

The year under review was the first 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, and granularising the deposit franchise. While Deposits grew by 26.81% year- on-year, the Advances grew only by 2.81% over the previous year and the Bank continued to be liquid. A large part of the retail customers and some of the corporate customers who were impacted by the pandemic availed of the moratorium offered by the Bank on payment of instalments and interest in accordance with the RBI guidelines, and the loan origination activity was largely subdued.

The Total Income of the Bank for the year under review grew by 5.66% to Rs.20,086.51 crores from Rs.19,010.05 crores. Net Interest Income increased by 12.18% to Rs.13,527.89 crores from Rs.12,058.74 crores.

In view of the low level of economic activity, the Non-Interest Income fell 5.65% to Rs.6,558.61 crores from Rs.6,951.31 crores. 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 declined by 19.13% to Rs.4,679.22 crores from Rs.5,785.83 crores during the previous year.

Abundant liquidity available in the system kept the interest rates in a narrow range. While Yield on Advances fell marginally to 11.84% as compared to 11.98% in the previous year, the Cost of Deposits registered a sharper decline to 5.38% from 6.51% a year ago. Consequently, the Net Interest Margin for the year improved to 4.17%.

The Bank expanded its branch network to reach 2,015 branches/banking outlets, as against 1,911 branches/banking outlets at the beginning of the year. The extended network of the Bank comprised 2,872 ATMs, 2,289 branches of Bharat Financial Inclusion Limited (BFIL), and 828 outlets of IndusInd Marketing and Financial Services Private Limited, an associate entity. Revenue per employee during the year improved to Rs.67.72 lakhs.

On account of the significant prudential provision buffers added during the year, the Net Non-Performing Assets of the Bank improved to 0.69% as on March 31,2021 as compared to 0.91% a year ago. Return on Assets for the year stood at 0.90%.

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

• In June 2020, consequent to the rating downgrade of the issuer rating of the Government of India by a notch, Moody's Investors Service downgraded the long-term local and foreign currency deposit ratings of IndusInd Bank to Ba1 from Baa3, the Baseline Credit Assessment to ba2 from ba1, and the outlook was considered negative. Driven by improvement in the capital and funding franchise, and marginal asset quality deterioration because of the economic disruptions from the pandemic, in March 2021, Moody's affirmed the long term local and foreign currency deposit rating of the Bank at Ba1, while adjusting the Baseline Credit Assessment to ba2, and revising the outlook to stable from negative.

• Reserve Bank of India made multiple policy interventions, aimed at the macro economy as well as diverse groups of borrowers, so as to mitigate the adverse effect of the COVID pandemic. In accordance with RBI Circulars dated March 27, 2020, April 17, 2020 and May 23, 2020, a moratorium on loan instalments and interest payable up to six months during the period March 1,2020 until August 31,2020 was offered to eligible borrowers. The moratorium period led a freeze in the days-past-due status and NPA classification. In order to facilitate revival of real sector activities and mitigate the impact on the ultimate borrowers, RBI Circular dated August 6, 2020 provided a window under the Prudential Framework enabling the Bank to implement a Resolution Plan in respect of eligible corporate exposures, while classifying such exposures as Standard, subject to certain specified conditions.

• On September 3, 2020, vide an interim order, the Hon'ble Supreme Court of India barred banks from recognizing new NPA accounts. On March 23, 2021, the Hon'ble Supreme Court pronounced its judgment in the matter, and ordered waiver of interest on interest during the moratorium period on all loan accounts irrespective of whether moratorium was extended or not, and the embargo on NPA recognition vide the interim order was also vacated. In conformity with the SC judgement, RBI on April 7, 2021 advised that all lending institutions shall put in place a Board approved policy to refund/adjust the interest on interest, compound interest and/or penal interest charged to the borrowers during the moratorium period, i.e. between March 1,2020 and August 31,2020. As suggested in the RBI Circular, the Indian Banks Association provided a common methodology for calculation of the amount to be refunded/adjusted for different facilities, and accordingly, the Bank assessed the impact and created a provision of Rs.30 crores, to be refunded/credited to various borrower accounts.

• In order to provide relief to retail borrowers in select segments, the Department of Financial Services, Govt. of India, announced on October 23, 2020, an ex-gratia scheme for payment of difference between compound interest and simple interest for six months between March 1,2020 and August 31,2020. Accordingly, by the due date of November 5, 2020, the Bank credited the borrower accounts for an amount of Rs.121 crores to eligible borrowers and filed a claim with the State Bank of India, the nodal agency. On March 31,2021, the Government of India reimbursed the Bank fully.

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 Rs.1,316.66 crores as against Rs.881.63 crores earned during the previous year. The Net Profit for the year under review amounted to Rs.153.48 crores as against Rs.39.95 crores for the previous year. As a Business Correspondent undertaking, the strength of BFIL lies in its talent pool of trained and motivated employees, that stood at 27,561 as on March 31, 2021.

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 Rs.300.59 crores as against Rs.329.23 crores earned in the previous year. The net profit earned by IMFS during the year under review amounted to Rs.0.88 crores as against Rs.1.05 crores earned in the previous year. IMFS had 12,255 employees on its rolls as on March 31,2021.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Bank has drawn up a Consolidated Financial Statement including the Financial Statement of its Subsidiary Company and Associate Company, and such Consolidated Financial Statement is 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 Statement, 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

In the Extraordinary General Meeting held on August 25, 2020, the members approved Preferential Allotment of equity shares of '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, in compliance with the applicable laws and regulations, 4,76,29,768 equity shares were allotted on September 2, 2020 to the Qualified Institutional Buyers and 1,51,17,477 equity shares were allotted on September 4, 2020 to two corporate entities, pursuant to the approval of the Finance Committee on the respective dates.

Consequently, the equity share capital of the Bank increased by Rs.62.75 crores and share premium account by Rs.3,196.39 crores, net of share issue expenses.

Pursuant to the 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 the 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.

During the year, 13,18,331 equity shares of Rs.10 each fully paid were allotted on various dates to the employees who exercised their stock options, and consequently, the share capital of the Bank increased by Rs.1.32 crores and share premium by Rs.53.05 crores.

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

Debentures

The Bank did not issue any debentures during the year under review.

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 Trustees: Catalyst Trusteeship Limited (formerly GDA Trusteeship Ltd.)

Tier 2 Capital

The Bank did not issue any Tier 2 Capital instruments during the year. As on March 31,2021, the value of outstanding Tier 2 Capital instruments is Nil.

Deposits

The Bank is a banking company governed by the Banking Regulation Act, 1949, and as such, the provisions of 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:

Credit Ratings

Bank's Directors

The Bank's Board comprised eight Directors as on March 31, 2021, viz., Mr. Arun Tiwari, Non-Independent Non-Executive, Part-time Chairman, six Independent, Non-Executive Directors, viz., Mr. Shanker Annaswamy, Dr. T. T. Ram Mohan, Mrs. Akila Krishnakumar, Mr. Rajiv Agarwal, Mr. Sanjay Asher, and Mrs. Bhavna Doshi, and Mr. Sumant Kathpalia, Managing Director & CEO.

Mr. Sanjeev Kumar Asthana had resigned from the Bank's Board with effect from the close of business hours on July 27, 2020, owing to his acceptance of a new role as the CEO of a corporate, impacting his being a Director in the Bank's Board with specialised knowledge/practical experience in Agriculture & Rural Economy, as laid down in the Banking Regulation Act, 1949.

(a) Non-Executive, Independent Directors

All Independent Directors have submitted Declarations that they meet the criteria of independence as laid down under sub-section (6) of Section 149 of the Companies Act, 2013. In compliance with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on these Declarations, the following Non-Executive Directors continue to be identified as Independent Directors as on March 31,2021:

(i) Mr. Shanker Annaswamy

(ii) Dr. T. T. Ram Mohan

(iii) Mrs. Akila Krishnakumar

(iv) Mr. Rajiv Agarwal

(v) Mr. Sanjay Asher

(vi) Mrs. Bhavna Doshi

In addition, the Bank's Board of Directors have, pursuant to Regulation 25(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, obtained Certificate from M/s Bhandari & Associates, Practicing Company Secretaries that the aforesaid Directors meet the 'Criteria of Independence' and are independent of the Management. The Certificate submitted by M/s Bhandari & Associates is furnished at 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 Obligations and Disclosure Requirements) Regulations, 2015, specified companies are required to have at least one Woman Director in their Board.

Mrs. Akila Krishnakumar (DIN: 06629992), who joined the Board on August 10, 2018 is a Non-Executive, Independent Woman Director, and Chairs some important Committees of the Board.

Mrs. Bhavna Doshi (DIN: 00400508), who joined the Board on January 14, 2020, is a Non-Executive, Independent Woman Director, and Chairs the Stakeholders' Relationship Committee.

Mr. Arun Tiwari (DIN: 05345547) assumed charge as Part-time, Non-Executive Chairman of the Bank with effect from January 31,2020, and shall hold office for a period of three years, up to January 30, 2023, as approved by the Reserve Bank of India.

Mr. Tiwari was earlier appointed as Independent, Non-executive Director in the Board of the Bank, on August 10, 2018. Mr. Arun Tiwari's directorship was reclassified as Non-Executive, Non- Independent with effect from October 15, 2019.

The Shareholders had, at the Bank's 26th Annual General Meeting, held on September 25, 2020, approved the appointment of Mr. Arun Tiwari as Non-Executive, Non-Independent, Part-time Chairman, for a period of three years with effect from January 31,2020.

Mr. Sumant Kathpalia (DIN: 01054434) was appointed as Managing Director & CEO of the Bank with effect from March 24, 2020.

The Shareholders had, at the Bank's 26th Annual General Meeting, held on September 25, 2020, approved the appointment of Mr. Sumant Kathpalia as Managing Director & CEO of the Bank, for a period of three years with effect from March 24, 2020.

Mr. Jayant Deshmukh (DIN: 08697679) was appointed 'Additional Director' in the category of Non-Executive, Independent Director in the Bank's Board on July 24, 2021.

Approval of the shareholders is being requested by the Board for the appointment of Mr. Jayant Deshmukh as Non-Executive, Independent Director in the Board of the Bank by passing of an Ordinary Resolution at the ensuing Annual General Meeting.

(ii) Re-appointment

None of the Directors of the Bank are liable for re-appointment at the ensuing AGM.

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

The Bank did not appoint Independent Directors during the year 2020-21.

(iii) Retirement by Rotation

Section 152(6) of the Companies Act, 2013 provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors shall retire from office at every Annual General Meeting (AGM) of the Bank.

In accordance with the provisions of the Companies Act, 2013, Mr. Arun Tiwari (DIN: 05345547), Non-Executive, Non-Independent, Part-time Chairman of the Bank, shall be the Director liable to retire by rotation.

Approval of the shareholders is requested by the Board for the re-appointment of Mr. Arun Tiwari, who retires by rotation, and being eligible, offers himself for re-appointment.

As required under Regulation 36(3) of the Listing Regulations, particulars of the Directors retiring by rotation and seeking appointment, re-appointment on retirement by rotation are given in the annexure to the Explanatory Statement attached to the Notice of the AGM.

None of the Directors have been disqualified from being appointed as 'Director', pursuant to Section 164 of the Companies Act, 2013 or under any other law.

The Board of Directors have received a Certificate from M/s. Bhandari & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) read with Schedule V para C clause 10 (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Authority.

Mr. Sanjeev Kumar Asthana (DIN: 00048958) had resigned from the Bank's Board with effect from the close of business hours on July 27, 2020, owing to acceptance of a new role as the CEO of a corporate, impacting his being Director in the Bank's Board with specialised knowledge/practical experience in Agriculture & Rural Economy, as laid down in the Banking Regulation Act, 1949.

The Board of Directors wish to place on record their appreciation for the valuable contributions made by Mr. Sanjeev Kumar Asthana in the deliberations in the Board meetings during his tenure as Director of the Bank.

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

None of the Directors had demitted office after the end of the year and up to the date of this Report.

Board and Committee Meetings

During the year, nineteen meetings of the Board of Directors and twelve meetings of the Audit Committee of the Board were held, the details of which are given in the Corporate Governance Report, which forms an integral part of this Report.

Mrs. Bhavna Doshi was appointed as Member of the Audit Committee with effect from May 9, 2020. As on March 31,2021, the constitution of the Audit Committee comprised, Mr. Sanjay Asher as Chairman, Mr. Arun Tiwari, Mr. Shanker Annaswamy and Mrs. Bhavna Doshi, as Members.

There have not been any instances during the year when 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. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Nomination & Remuneration Committee of the Board had laid down the criteria for Performance Evaluation of the Board as a whole, Committees of the Board, Directors individually, and of the Chairman, as well as the process of 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.

The Board of Directors have, on the recommendation of the Nomination & Remuneration Committee, 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, Committees of the Board, Directors individually, and of the Chairman has been evaluated/reviewed by the Nomination & Remuneration Committee, Committee of 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 Directors including but not limited to attendance, participation in the meeting, contribution towards strategies of the Board, etc.

The Policy provides guidelines for the individual Directors to evaluate the Board, its Committees and individual directors.

The Policy on Performance Evaluation is available on the website of the Bank at: https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

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

Policy on Appointment and Selection 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 on Appointment & Selection of Directors has been framed in compliance with Section 178 of the Companies Act, 2013, and other applicable regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Banking Regulation Act, 1949.

The Policy shall act as a guideline for the 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 on Appointment & Selection of Directors is hosted on the website of the Bank 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 this Report.

Change in Key Managerial Personnel

During the financial year 2020-21, there was no change in Key Managerial Personnel.

System for Internal Financial Controls and its Adequacy

The Bank operates in a fully computerised environment with a Core Banking Solution, 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 authorisations, 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 elsewhere in this Report. The other Statutory Information/Disclosures required to be given under the Banking Regulation Act, 1949 and the Companies Act, 2013, as applicable to the Bank, have been laid out in the Schedules/Notes attached and forms part of the Balance Sheet and the Profit and Loss Account.

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 Report.

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 and Discussion 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 industry best 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 in the 'Management Discussion and Analysis Report'

Vigil Mechanism/Whistle Blower Policy

The Bank has in place the 'Whistle Blower Policy' since 2009.

The said Policy is in compliance with RBI Guidelines, provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 twice a year.

The Bank's Whistle Blower Policy is in synchrony 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 is available on the Bank's website at the under-mentioned link:

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 were appointed Statutory Auditors in the 26th Annual General Meeting held on September 25, 2020 for a period of one year, until the conclusion of the next Annual General Meeting. In accordance with extant Guidelines, they are eligible to be reappointed for one more year, and accordingly, it is proposed to reappoint M/s Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 103523W/W100048) as one of the Joint Statutory Auditors of the Bank from the conclusion of this AGM until the conclusion of the next AGM.

Further, M/s M. P. Chitale & Co., Chartered Accountants (ICAI Firm Registration Number 101851W) 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 30^th Annual General Meeting that would be held during FY 2024-25, subject to the approval of the RBI on annual basis from the conclusion of the 28^th AGM.

Independent Auditors' Report

M/s Haribhakti & Co. LLP., Statutory Auditors of the Bank, have audited the accounts of the Bank for the year 2020-21 and their Report is annexed. Pursuant to Section 143(3)(i) of the Companies Act, 2013, the 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' 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 Bhandari & Associates, Company Secretaries in Practice, to undertake Secretarial Audit of the Bank for FY 2020-21. The Secretarial Audit Report submitted by M/s Bhandari & Associates is furnished at Annexure II, and forms an integral part of this Report.

The Secretarial Audit Report submitted by M/s Bhandari & Associates for FY 2020-21 does not contain any qualification, reservation or adverse remark.

Employees Stock Option Scheme

The Bank had instituted the Employees Stock Option Scheme (ESOS-2020) to enable its employees, including Whole-time Directors, to participate in the 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 upto 7% of the issued Equity Capital 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 Committee of the Board of Directors.

Pursuant to a Composite Scheme of Arrangement with the erstwhile Bharat Financial Inclusion Limited, the shareholders of the Bank approved the IBL Special Incentive ESOS for BFIL Merger 2018 (ESOS 2018) on December 11,2018. ESOS 2018 was approved with a pool of 57,50,000 options which are equity settled 50% of the options vest over a period of three years from the grant date and the remaining options vest over a period of three years from the first anniversary of the grant date. Upon vesting, the options have to be exercised within a maximum period of five years.

As at March 31, 2021, the Compensation Committee of the Bank has granted a total of 5,10,15,642 Options that includes 4,57,27,836 options granted under ESOS 2020 and 52,87,806 options granted under ESOS 2018

Statutory disclosures as required by SEBI (Share Based Employee Benefits) Regulations, 2014 are given at Annexure III, and form an integral part of this Report.

The Annual Certificate on compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 issued by Statutory Auditors of the Bank shall be made available on the website of the Bank, on the day of the AGM.

The Employees Stock Option Plan is administered by the Compensation Committee of the Board.

Statutory disclosures as mandated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, have been hosted on the website of the Bank at:

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

Disclosure on compliance with Secretarial Standards

The Bank has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and has 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.

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

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 31,2021, 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 31,2021 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 31,2021, in the prescribed Form MGT-7 is available on the Bank's website at the link: https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Particulars of Employees

The Bank had 29,661 employees on its rolls as on March 31, 2021.

58 employees employed throughout the year were in receipt of remuneration of Rs.1.02 crore per annum or more, and 12 employees employed for the part of FY 2021 were in receipt of remuneration of Rs.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 information is 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 Annexure may please send an email to the Company Secretary 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 Shares 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 IV and form an integral part of this Report.

Policy on Remuneration to Non-Executive Directors

In line with the guidelines contained in RBI Circular dated June 1,2015 on compensation of Non-Executive Directors of private sector banks, and the approval of the Board of Directors, of the Shareholders and of the Reserve Bank of India, wherever applicable, remuneration of Rs.10 lakhs per annum was paid to Non-Executive Directors in the form of Profit-related Commission in addition to Sitting Fees paid for attending meetings of the Board and of various Board Committees.

In line with the guidelines contained in the above-referred RBI Circular, Mr. Arun Tiwari, Non-Independent, Non-Executive, Parttime Chairman of the Bank is paid remuneration of Rs.30 lakhs per annum, as approved by the Nomination & Remuneration Committee of the Board, the Board of Directors and by the Reserve Bank of India.

The annual remuneration payable to a single Non-Executive Director does not exceed 50% of the total annual remuneration payable to all Non-Executive Directors.

No Stock Options were granted to the Non-Executive Directors.

The 'Policy on Remuneration to Non-Executive Directors' is hosted on the Bank's website at the link given below: https://www.indusind.com/in/en/investors/investor-landing/investor-resources.html

Details on compensation to Whole-time Directors are given under the Report on Corporate Governance, which forms an integral part of this Report.

RBI, vide its Circular dated April 26, 2021 has permitted for higher payment of compensation to Non-Executive Directors (NEDs) in the form of a fixed remuneration commensurate with an individual Director's responsibilities and demands on time and which are considered sufficient to attract qualified competent individuals, subject to maximum of Rs.20,00,000 per annum.

A proposal for payment of compensation to each Non-Executive Director [excluding the Non-Executive (Part-time) Chairperson] of the Bank, by way of fixed remuneration not exceeding Rupees Rs.20,00,000/- (Rupees Twenty Lakhs) per annum, with effect from the Financial Year 2021-2022, is being placed for approval of the Shareholders at the ensuing AGM.

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 on 'arm's length basis' and in the 'ordinary course of business' and therefore do not attract the provisions of Section 188 of the Companies Act, 2013.

Further, there are no materially significant Related Party Transactions during the year with any of the Related Parties, viz., Promoters, Directors and 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 is hosted on the Bank's website at the below given link:

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 Statement 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 the preparation of the Consolidated Financial Statement, the Standalone Financial Statements of BFIL, the wholly-owned subsidiary, for the year ended March 31,2021, 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 Statement 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

In line with its CSR focus areas, 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 Committee to look after the CSR initiatives. The Committee is headed by Mrs. Akila Krishnakumar as the Chairperson, and Mr. Rajiv Agarwal, Mr. Sanjay Asher and Mr. Sumant Kathpalia are the Members.

The composition of the CSR Committee is in accordance with Section 135 of the Companies Act, 2013. The Board at its meeting held on April 7, 2020, approved the integration of sustainability function with the CSR function in CSR Committee and the Committee was renamed as 'Corporate Social Responsibility & Sustainability Committee'

The Bank's CSR Policy and strategy direct and govern the Bank's activities in focus areas, namely, Environmental Sustainability, Healthcare, Education, Sports, Skills/Livelihood Development and other areas.

In FY 2020-21 the Bank continued its flagship initiative under the water stewardship wherein it undertook water resource development and management through watershed and springshed management, restoration of water bodies like lakes, ponds, tanks, roof rain water harvesting by reviving traditional structures, harvesting of river water and availability and accessibility of safe drinking water through installation of water ATMs. The Bank also extended projects towards environmental sustainability like Urban afforestation, Renewable energy solutions and Waste management.

Under the theme Education, the Bank implemented Academic Improvement Programs in government schools viz., Road to school, Early Language learning which is expected to change the way in which education is delivered. Education centers of Assisted Learning Program helps children cope with their learning gaps and pass the 10th grade. To encourage excellence, the Bank also provides Scholarship support for higher education like engineering, school education and for deserving Young India Fellows.

IndusInd Bank supported inclusiveness of the differently-abled alongwith gender inclusiveness/equality in Sports. The Bank had a separate non-business vertical for Sports which undertook spreading the culture of inclusivity and excellence in sports within and outside the organisation. Currently five excellence programmes namely, IndusInd Para Champions, IndusInd Blind Cricket, IndusInd Girl Power, IndusInd Hockey for her Excellence & Nurturing Rural Champions are being supported.

Under the focus area of Healthcare, IndusInd Bank supported an intervention on reducing cancer burden by providing care, treatment, awareness and prevention services with supply of radiology equipment. The Bank also supports the treatment of children with cancer in Rajasthan, Maharashtra and Goa. IndusInd Bank has set up e-Health Clinics, Mobile Medical Units, etc., to provide affordable primary healthcare to individuals from poor and lower Income Group families. 2 special programs on Mother and Child care and Adolescent Girls Menstrual Health were also rolled out this year.

To promote livelihood, the Bank supports skill development of disabled from marginalized communities in various districts of Karnataka. Similarly, youth from Assam and Rajasthan are trained for an employable skill and placed. The Bank supports long term residential rehabilitation program including skill training for substance abusing street children/ youth. A program on livestock development is also newly launched.

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

In response to COVID, the Bank carried out several activities ranging from distribution of essential supplies to poor families, medical supplies/equipment for health workers and hospitals to contribution to State and Central Government Disaster Relief Funds, etc.

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 Rs.94.72 crores towards various CSR activities specified in Schedule VII of the Companies Act, 2013. Rs.26 crores are earmarked on several ongoing projects whose expenditure was delayed due to COVID and will be spent in the subsequent year totaling to Rs.120.72 crores.

The Report on CSR activities undertaken by the Bank is set out at Annexure V 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 the link given below: https://www.indusind.com/in/en/csr-home/our-approach/csr-policy.html

Sustainability

In its endeavor to incorporate sustainability in to business, the Bank is diligently setting up processes that reflect its long standing view - "Good Ecology is Good Economics". The Bank recognizes the fact that aligning its products, services and operations with its ESG strategy contributes towards betterment of the environment and society at large and also presents a good business case. The sustainability policy of the Bank lays out guidelines and targets in key areas of the environmental, social, economic and governance aspects. The Bank has committed targets on Environmental, Social and Governance (ESG) aspects and continues to improve the sustainability performance to surpass the ESG targets.

As a socially and environmentally responsible organization, the Bank seeks to specialize the lending portfolio by increasing investments in development sectors and integration of ESG aspects in corporate and consumer banking. The Bank has strengthened financial Inclusion with initiatives like livelihood financing, microfinance, vehicle financing for livelihood and agribusiness. The Bank keeps abreast with latest research on corporate citizenship and responsible banking both globally and locally. 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.

The Bank is determined to mitigate climate change impact which is evidenced through committing long term targets and deploying climate strategy to invest in energy efficiency projects and greening the IT systems. The Bank promotes sustainable and ethical procurement practices through selection and on-boarding criteria on ESG compliance for vendors and suppliers. The Bank has demonstrated accountability and transparency through disclosure on materiality analysis, ethical business practices, cyber-security strategy and data privacy management.

This comprehensive sustainability approach has helped IndusInd Bank's inclusion in the S&P Dow Jones Sustainability Yearbook 2021, which showcases that the Bank clearly looks beyond profits to focus on its people, the society and the planet.

Business Responsibility Report (BRR)

The Securities & Exchange Board of India have, with effect from December 26, 2019, vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, mandated the top 1,000 listed entities to include the 'Business Responsibility Report' (BRR) as part of the Annual Report, describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by SEBI.

In view of the above and in compliance with Regulation 34(2) of the Listing Regulations, BRR has been hosted on the Bank's website at the link below: https://www.indusind.com/in/en/sustainability.html

Corporate Governance

Corporate Governance is essentially a set of standards, systems, and procedures aimed at effective, honest, transparent, and responsible management of a company within the applicable statutory and regulatory structures.

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 an integral part of this Annual Report.

Management Discussion and Analysis Report

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

Significant and Material Orders passed by the Regulators or Courts

There were no significant and material Orders passed by the Regulators/Courts 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. For the impact of Covid-19 on the performance of the Bank and the Group, refer "Note No. 5.13 of Schedule 18 - Notes forming part of the accounts" of financial statements of the Bank and "Note No. 12 of Schedule 18 - Notes forming part of the accounts" of consolidated financial statements of the Bank.

Awards and Accolades

IndusInd Bank was recognized for its excellence through a number of awards and accolades, across a range of categories. The Bank started off its winning streak with 2 awards at the Finacle Innovations Awards 2020 for technology implementations - Product Innovation and Transformation Excellence. The Bank was awarded with the Infosys Finacle Client Innovations Awards 2020 for Alexa and Chatbot Implementations.

The Bank ended Q1 on a high note, with the Best Financier Award 2019 at the JCB India Annual Financiers' Award 2019, along with being ranked 2nd in the Ashok Leyland Product Funding during the year 2020 at Annual Financier Award 2020 from Ashok Leyland.

The Bank was awarded 'Outstanding Response to COVID-19, Branchless Banking' in Global Retail Banking Innovation Awards 2020 - The Digital Banker.

The Bank was bestowed Silver Category in 'Best Mobile Search Campaign' in 11^th India Digital Awards - Internet and Mobile Association of India.

The Bank was honoured with the 2020 APAC Innovation Award - Red Hat.

The Bank was also honoured with 'Most Innovative Company'for Multi-cloud platform in Business Impact Awards 2020 - Economic Times and vmware.

The Bank was also bestowed with two awards at the CSR Times Awards 2020-21, for the Bank's efforts in 'Rainwater Harvesting' in Rajasthan and 'Road To School' Programme in Odisha.

In the fourth quarter, the Bank was featured in the Carbon Disclosure Project (CDP) list for the 6th Consecutive year - the only Bank in India with this honour. Some other honours the Bank was bestowed with in this quarter include, Indus OnTheGo Mobile LOS at Banking Frontiers FINNOVITI Awards 2021 and an inclusion in the S&P DJSI Sustainability Yearbook.

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.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

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 this Report.

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.

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