The Board of Directors of indusind Bank Limited ("the Bank") have
pleasure in presenting its report covering business and operations
of the Bank, together with the Audited Financial Statements for the
financial year ended March 31, 2025.

The financial performance for the financial year ended March 31,
2025, is summarized as under:

The Bank demonstrated traction in operating performance metrics,
like disbursements, resource mobilization through deposits.

Our deposits grew by 6.83% for the year. Balance sheet footage
crossed ?5.5 trillion mark as of March 31, 2025.

The Bank maintained profitability amidst a challenging operating
environment with operating profit before provisions and
contingencies of ^10,644.86 crores (compared to ^15,740.27
crores in previous year). Net interest Margin of the Bank stood
at 3.62%. Further, total Provisions and Contingencies including
income tax provision increased by 17.84% from ^6,790.49 crores
to ^8,001.96 crores. Net Profit amounted to ^2,642.90 crores, as
against ^8,949.78 crores in the previous year.

Appropriations

The Directors recommend appropriation of Profit as under:

Dividend

The Basic Earning Per Share (EPS) of the Bank during the year was
^33.93 compared to ^115.19 in the previous year.

The Board of Directors of the Bank has not proposed any dividend
for the financial year ended March 31, 2025.

The Dividend Distribution Policy of the Bank can be accessed from
Bank's website at:

https://www.indusind.com/content/dam/indusind-corporate/

investor-resource/PoliciesoftheBank/indusind-Bank-Limited-

Dividend-Distribution-Policy.pdf.

Financial performance and state of the affairs of
the Bank

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

The Bank continued execution on the strategic priorities during
the course of the year along with navigating cyclical asset quality
issues especially in the unsecured segments.

However, the Bank faced multiple material developments since
March 2025. These developments have been unfortunate to
have taken place in a bank. Upon being made aware of the
irregularities since March 2025, the Board has taken active steps
in understanding and addressing all areas of concern holistically
and disclosing progress transparently at the appropriate stages.

The Board and the Management set forth its desire of maintaining
trust in the institution by aspiring for and implementing higher
standards of transparency and compliance. in particular, the Bank
has taken several measures to understand the root cause of the
identified irregularities, ascertain the financial impact and take
corrective actions as well as fix accountability etc.

The Bank has appropriately accounted for and reflected the impact
while finalizing the results for the year ended March 31, 2025. The
Bank's financials now reflect full and fair representation of all the
concerns brought to its attention.

Overall, the Bank's balance sheet remains robust after fully
absorbing adverse financial impact. The Bank has been profitable
for the FY25 with Profit After Tax of ? 2,642.90 crores. The bank's
balance sheet remains healthy after absorbing all these impacts
with a Capital Adequacy Ratio of 16.24%, Provision Coverage Ratio
of 70% and average Liquidity Coverage Ratio of 118% with excess
liquidity of ? 39,600 crores.

The Board and the Management is committed to taking all
necessary steps to restore the trust and confidence in the
institution. The Bank continues to execute its strategy of focusing
on domains like vehicle finance, retailisation of liabilities, scaling
up SME and new businesses and building a One Bank approach.
The growth will be achieved with a cultural shift towards right
compliance and governance framework with open and honest
communication with all stakeholders.

The Board along with the Management have shown a strong resolve
to address all the identified issues in timely and comprehensive
manner. The Bank has a robust Networth and balance sheet even
after absorbing impact from all the past anomalies. The learnings
from these incidents will be imbibed to reinforce the governance
and compliance culture of the organisation. The Bank at its core
has profitable business model and it will pivot towards sustainable
growth as we put this episode behind us. The Bank would like to
express its gratitude to the regulators and particularly the Reserve
Bank of India for its support and guidance in helping navigating
these challenging times.

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

• Internal Trades Derivative Accounting under the head 'Other
Assets' amounting ?1,959.98 crores being accumulated
notional profits since FY 2015-16 have been written off as a
prior period item in the current financial year.

• In conducting a review of the Bank's microfinance portfolio
for the period ended December 31, 2024, the Internal Audit
Department ('IAD') of the Bank noted incorrect accounting
and subsequent reversal of cumulative interest income of
^673.82 crore and Fee Income of ? 172.58 crores within the
current financial year.

• Certain incorrect Manual Entries posted in the 'Other Assets'
and 'Other Liabilities' pertaining to prior years amounting to
? 595 crores has been set off during the current financial year.
This has no impact on the financial results of the Bank for the
year ended March 31, 2025.

• During the internal review it was noted misclassification of
certain microfinance loans as crop loans which has been
resulted into incorrect classification of such loans as 'standard
assets' along with accrual of interest income. The Bank
has corrected this classification resulting in an additional
recognition of Non-Performing Advances aggregating to ?
1,885.19 crores. The Bank made a provision for these at a rate
of 95% aggregating to ?1,791.08 crores and reversed interest
of ^178.12 crores.

Change in the Nature of Business

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

Performance of Subsidiary and Associate Company

During the year under review, Bharat Financial Inclusion Limited
("BFIL"), the wholly owned subsidiary of the Bank, earned revenue
of ?2,411.50 crores as against ^2,334.64 crores earned during the
previous year. The Net Loss for the year under review amounted to
^67.49 crores as against profit of ^27.21 crores in previous year. As
a Business Correspondent undertaking, the strength of BFIL lies in
its talent pool of trained and motivated employees that stood at
50,604 as on March 31, 2025.

IndusInd Marketing and Financial Services Private Limited ("IMFS")
is an Associate Company of the Bank as 30% of its share capital 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 ^460.31 crores as against ^466.12 crores earned in the
previous year. The net profit earned by IMFS during the year under
review amounted to ?0.44 crores as against ?1.02 crores earned
in the previous year. IMFS had 11,836 employees on its rolls as on
March 31, 2025.

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

In accordance with the fourth proviso to Section 136(1) of the
Companies Act, 2013, the Standalone Financial Statements and the
Consolidated Financial Statements, including audited accounts of

BFIL and IMFS and all other documents required to be attached
thereto have been hosted on the website of the Bank at:

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

investor-resources.html

A statement containing the salient features of the financial
position of the Subsidiary and Associate Company in Form AOC-1
is enclosed as 'Annexure' to the Financial Statements.

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

Share Capital

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

The issued, subscribed and paid-up share capital of the Bank as at
March 31, 2025 is ^779.05 crores comprising of 77,90,54,472 equity
shares of face value of ?10 each.

During the year under review, the Bank has allotted 7,34,521
equity shares of ?10 each pursuant to exercise of options by
option holders under its various Employee Stock Option Schemes
("ESOS"). The equity shares allotted under ESOS ranks pari-passu
with the existing equity shares issued and allotted by the Bank.
The share capital of the Bank increased by ?0.73 crores and share
premium by ^60.72 crores on account of the said allotment.

Debentures

Being a Scheduled Commercial Bank, compliance with the SEBI
Circular on fund-raising by issuance of Debt Securities by Large
Entities is not applicable to the Bank.

In compliance with Regulation 53 of the SEBI Listing Regulations,
the names of the Debenture Trustees with their contact details
are given below:

Tier 1 Capital

During FY 2024-25, the Bank has not raised any non-equity Tier 1
capital. As on March 31, 2025, the Bank had no non-equity Tier 1
capital instruments.

Tier 2 Capital

During FY 2024-25, the Bank has not raised any Tier 2 capital. As on
March 31, 2025, the value of outstanding Tier 2 Capital instruments
is ^2,800.00 crores.

Deposits

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

Capital Adequacy

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

Credit Ratings

Bank's Directors

The Bank's Board comprised eleven Directors as on March 31, 2025,

i.e., eight Non-Executive, Independent Directors viz. Mr. Sunil
Mehta, Part-time Chairman, Mrs. Akila Krishnakumar, Mr. Rajiv
Agarwal, Mrs. Bhavna Doshi, Mr. Jayant Deshmukh, Mr. Pradeep
Udhas, Mr. L. V. Prabhakar, Mr. Rakesh Bhatia; one Non-Executive,
Non-Independent Director viz. Mr. Sudip Basu and Mr. Sumant
Kathpalia, Managing Director & CEO and Mr. Arun Khurana, Whole¬
time Director {Executive Director).

(a) Non-Executive, Independent Directors

All Independent Directors have confirmed that they meet the
criteria of independence as prescribed under Section 149 {6)
and {7) of the Companies Act, 2013, and Regulation 25 of the
SEBI Listing Regulations. The following Directors continue to
be identified as Independent Directors as on March 31, 2025:

1. Mr. Sunil Mehta

2. Mrs. Akila Krishnakumar

3. Mr. Rajiv Agarwal

4. Mrs. Bhavna Doshi

5. Mr. Jayant Deshmukh

6. Mr. Pradeep Udhas

7. Mr. L. V. Prabhakar

8. Mr. Rakesh Bhatia

Pursuant to Regulation 25(9) of SEBI Listing Regulations, the
Bank's Board of Directors have also obtained a Certificate from
M/s Alwyn Jay & Co., Practicing Company Secretaries, that the
aforesaid Directors meet the 'Criteria of Independence' and
are independent of the Management.

The said Certificate is furnished at Annexure I and forms an
integral part of this Integrated Annual Report.

(b) Woman Director

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

Mrs. Akila Krishnakumar (DIN: 06629992), who joined the
Board on August 10, 2018, is a Non-Executive, Independent
Woman Director of the Bank. Mrs. Akila Krishnakumar
is Chairperson of the Compensation and Nomination &
Remuneration Committee, and I. T. Strategy Committee. She
is also a Member of the Audit Committee of the Board, Special
Committee of the Board for Monitoring and Follow-up of
cases of frauds, and Oversight Committee.

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

Appointment / Re-appointment of Directors

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

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

Board of Directors had on March 30, 2024, approved
the appointment of Mr. Lingam Venkata Prabhakar as
Non-Executive, Independent Director of the Bank for a
period of four years, with effect from March 30, 2024,
up to March 29, 2028 (both days inclusive).

The Shareholders of the Bank had, on June 12, 2024,
approved the appointment of Mr. Lingam Venkata
Prabhakar as Non-Executive, Independent Director,
of the Bank by passing a Special Resolution through
Postal Ballot. In accordance with Section 149(13) of the
Companies Act, 2013, Mr. Lingam Venkata Prabhakar is
not liable to retire by rotation.

• Mr. Rakesh Bhatia (DIN: 06547321): The Board
of Directors had on March 30, 2024, approved the
appointment of Mr. Rakesh Bhatia as Non-Executive,
Independent Director of the Bank for a period of four
years, with effect from March 30, 2024, up to March 29,
2028 (both days inclusive).

The Shareholders of the Bank had, on June 12, 2024,
approved the appointment of Mr. Rakesh Bhatia as
Non- Executive, Independent Director of the Bank by
passing a Special Resolution through Postal Ballot. In
accordance with Section 149(13) of the Companies Act,
2013, Mr. Rakesh Bhatia is not liable to retire by rotation.

• Mr. Sudip Basu (DIN: 09743986): The Board
of Directors had on May 30, 2024, approved the
appointment of Mr. Sudip Basu as Non-Executive, Non¬
independent Director of the Bank for a period of four
years, with effect from May 30, 2024, up to May 29, 2028
(both days inclusive).

The Shareholders of the Bank had, on July 4, 2024,
approved the appointment of Mr. Sudip Basu as Non¬
Executive, Non-independent Director of the Bank
by passing a Ordinary Resolution through Postal
Ballot. Mr. Sudip Basu being a Non- Executive, Non¬
independent Director, is liable to retire by rotation.

• Mr. Sumant Kathpalia (DIN: 01054434): The Board
of Directors of the Bank had, at their meeting held on
September 27, 2024, approved the re-appointment of
Mr. Sumant Kathpalia as Managing Director & CEO of the
Bank with effect from March 24, 2025, subject to approval
of Reserve Bank of India and the Shareholders of the Bank.

Reserve Bank of India had, vide letter dated March 6,
2025, approved the re-appointment of Mr. Sumant
Kathpalia as the Managing Director & CEO of the Bank
for a further period of 1 year, with effect from March 24,
2025 up to March 23, 2026 (both days inclusive).

Mr. Sumant Kathpalia, Managing Director & CEO, Key
Managerial Personnel of the Bank, vide his letter dated
April 29, 2025, resigned from services of the Bank with
effect from close of working hours on April 29, 2025.

Retirement by Rotation

Mr. Sudip Basu (DIN: 09743986): In compliance with
Section 152 of the Companies Act, 2013, Mr. Sudip Basu, Non¬
Executive, Non-Independent Director of the Bank is liable to
retire by rotation at the 31^st Annual General Meeting of the
Bank and being eligible, offers himself for re-appointment.

A Resolution seeking approval of the Shareholders for
Mr. Sudip Basu's re-appointment, forms part of the Notice
convening the 31^st Annual General Meeting. A brief Resume
of Mr. Sudip Basu is furnished in the Report on Corporate
Governance for information of the Shareholders.

As required under Regulation 36(3) of the SEBI Listing
Regulations, particulars of the Directors seeking
appointment/re-appointment, as aforesaid are given in the
Annexure to the Statement attached to the Notice convening
the 31^st Annual General Meeting, which forms part of the
Integrated Annual Report.

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

Certificate of Non-Disqualification of Directors

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

Statement regarding Opinion of the Board with
regard to Integrity, Expertise and Experience of
the Independent Directors appointed during the
year under review:

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

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

Cessation of Directors during the year under review
Dr. T. T. Ram Mohan (DIN: 00008651): ceased to be Director of
the Bank with effect from close of business hours on May 11, 2024,
on completion of his tenure.

The Board places on record its sincere appreciation for the
contribution made by Dr. T. T. Ram Mohan during his tenure on
the Board.

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

Following Directors demitted the office after the end of the
financial year 2024- 2025, and up to the date of this Report.

• Mr. Sumant Kathpalia (DIN: 01054434): Mr. Sumant
Kathpalia, Managing Director & CEO, Key Managerial
Personnel of the Bank, vide his letter dated April 29, 2025,
resigned from services of the Bank with effect from close of
working hours on April 29, 2025.

• Mr. Arun Khurana (DIN: 00075189): Mr. Arun Khurana,
Whole-time Director (Executive Director), Key Managerial
Personnel of the Bank, vide his letter dated April 28, 2025,
resigned from services of the Bank with effect from close of
working hours on April 28, 2025.

• Mr. Jayant Deshmukh (DIN:08697679): Mr. Jayant
Deshmukh Ceases to be the Director of the Bank with
effect from close of working hours on July 23, 2025, upon
completion of his tenure.

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

Board and Committee Meetings

During the year under review, 31 meetings of the Board of Directors
were held.

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

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

Performance Evaluation of the Board

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

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

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

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

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

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

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

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

investor-resources.html

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

Policy for Selection and Appointment of Directors

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

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

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

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

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

investor-resources.html

Familiarization Programs for Independent Directors

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

Change in Key Managerial Personnel

The following were the changes in the Key Managerial Personnel
of the Bank:

• Mr. Sumant Kathpalia: Mr. Sumant Kathpalia, Managing
Director & CEO, Key Managerial Personnel of the Bank
resigned from services of the Bank with effect from close of
working hours on April 29, 2025

• Mr. Gobind Jain: Mr. Gobind Jain, Chief Financial Officer
(CFO) and Key Managerial Personnel of the Bank, vide
his letter email dated January 17, 2025 resigned from the
services of the Bank with effect from close of working hours
on Monday, January 20, 2025.

• Mr. Arun Khurana: Mr. Arun Khurana - Whole-time Director
(Executive Director) & Deputy CEO and Key Managerial
Personnel of the Bank had taken additional charge as Chief
Financial Officer of the Bank with effect from Tuesday, January
21, 2025, in addition to his existing role and responsibilities.

The Bank relieved Mr. Khurana from this additional
responsibility, with effect from close of business hours on
April 17, 2025.

Mr. Arun Khurana -Whole-time Director (Executive Director),
Key Managerial Personnel of the Bank, resigned from services
of the Bank with effect from close of working hours on
April 28, 2025.

• Mr. Santosh Kumar: Mr. Santosh Kumar, Chief Accountant
was elevated as Deputy Chief Financial Officer and Special
Officer - Finance & Accounts and designated as a 'Key
Managerial Personnel' of the Bank, with effect from Friday,
April 18, 2025.

System for Internal Financial Controls and its
Adequacy

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

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

Financial statements are prepared based on computer system
outputs. The responsibility of preparation of Financial Statements
is entrusted to a dedicated unit which is completely independent.
This unit does not originate accounting entries except for limited
matters such as, share capital, taxes, transfers to reserves and
period end closing entries.

On the basis of the investigation carried out by internal/external
agencies of significant matters stated in note 18.17 of the standalone
financial statements, override of controls by erstwhile Key Managerial
Personnel and senior bank personnel was observed, which led to
identification of several deficiencies in the internal controls with
reference to maintenance of books of account and preparation of the

financial statements. Basis above, the joint statutory auditors have
given an adverse opinion on Internal Financial Controls with respect
to financial statements. The joint statutory auditors have performed
audit test considering the reported weaknesses and basis the tests
performed have opined in their audit report that this has no impact
on the true and fair view of the Standalone Financial Statement for
the year ended March 31, 2025.

The Board of Directors has taken necessary steps in addressing the
areas of concerns raised in the various external/internal reports.
To further strengthen the internal control environment, the Board
of Directors of the Bank has set up a project management office
to ensure that necessary steps including strengthening of policy
and procedures, preparation and approval of accounting entries
& analysis, control and discipline over reconciliation, minimizing
manual accounting entries, automated process to enhance the
design and operating effectiveness controls and report to the
Board on an ongoing basis. The Board of Directors has also taken
steps to fix the staff accountability.

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

The information on conservation of energy and technology
absorption pursuant to Section 134 (3) (m) of the Companies Act,
2013 read with the Rule 8 (3) of the Companies (Accounts) Rules,
2014, is mentioned below.

Conservation of Energy:

Considering the nature of its activities as an entity in the Financial
Services sector, the Bank has voluntarily taken steps towards
conservation of energy, details of which are furnished in Principle
6 of the Business Responsibility and Sustainability Report which
has been hosted on the Bank's website at:
https://www.indusind.com/in/en/sustainability/esg-ratings-
andreporting.html

Technology Absorption:

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

Foreign Exchange Earnings and Outgo:

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

Risk Management

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

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

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

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

Details of Risk Management Models and Frameworks implemented
by the Bank are mentioned under 'Management Discussion
and Analysis', which forms part of Integrated Annual Report.

Vigil Mechanism / Whistle Blower Policy

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

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

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

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

https://www.indusind.com/content/dam/indusind-corporate/

investor-resource/PoliciesoftheBank/Whistle-Blower-Policy.pdf

Reporting of Frauds by the Auditors

The statutory auditors have reported the seven matters through
Form No. ADT-4 to the Central Government for the financial year
2024-25 pursuant to the requirement as per Section 143(12) of the
Companies Act, 2013 read with Rule 13(1) to (4) of the Companies
(Audit and Auditors Rules), 2014 and Circular No. NF-25013/2/2023
dated June 26, 2023 issued by the National Financial Reporting
Authority, for which the Bank has also filed Fraud Monitoring
Return (FMR) with the RBI.

1. The three matters are referred in the note 18 (17.1) to 18 (17.3)
of the standalone financial statements for the year ended
March 31, 2025 and basis the statutory auditors judgement,
they have reasons to believe that suspected offences
involving fraud may have been committed by certain senior
officials of the Bank; and

2. Other four matters pertain to Misappropriation and Criminal
Breach of Trust, Cheating and Forgery as mentioned in the FMR.

Statutory Auditors

M/s M S K A & Associates, Chartered Accountants (ICAI Firm
Registration Number 105047W) and M/s Chokshi & Chokshi LLP,
Chartered Accountants (ICAI Firm Registration Number 101872W/
W100045), were the Joint Statutory Auditors of the Bank for the
financial year ended March 31, 2025.

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

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

Since M/s M S K A & Associates, Chartered Accountants, has
completed their tenure of three years and their appointment is
valid up to the conclusion of the 31^st Annual General Meeting, the
Bank hereby proposes to appoint M/s Borkar & Muzumdar (ICAI
Firm Registration Number 101569W) as one of the Joint Statutory
Auditors of the Bank for period of three years, commencing from
conclusion of 31^st Annual General Meeting until the conclusion of
34^th Annual General Meeting, which would be held in FY 2028-29,
subject to approval from the RBI on an annual basis.

Appointment of M/s Chokshi & Chokshi LLP, Chartered Accountants
(ICAI Firm Registration Number 101872W/W100045) was approved
by the Members at the 30^th Annual General Meeting of the Bank
held on August 27, 2024, for a period of three consecutive years,
i.e., until the conclusion of the 33^rd Annual General Meeting, which
would be held in FY 2027-28, subject to approval from the Reserve
Bank of India on an annual basis.

M/s Chokshi & Chokshi LLP, Chartered Accountants (ICAI Firm
Registration Number 101872W/W100045) are proposed to be re¬
appointed as one of the Joint Statutory Auditors of the Bank for
FY 2025-26, being their second year of appointment.

Independent Auditors' Report

M/s M S K A & Associates and M/s Chokshi & Chokshi LLP, Joint
Statutory Auditors of the Bank, have audited the accounts of the
Bank for the financial year 2024-25 and their Report is enclosed and
forms part of the Integrated Annual Report.

The Joint Statutory Auditors have given unmodified opinion on
financial statements, with the below emphasis of matters and
pursuant to Section 143(3)(i) of the Companies Act, 2013, an adverse
opinion was reported with respect to the adequacy and operating
effectiveness of internal financial controls with respect to Financial
Statements (refer 'Annexure A' to the Independent Auditors' Report).

The Joint Statutory Auditors have emphasised following key
matters in their opinion:

1. Internal Trades Derivative Accounting under the head 'Other
Assets' amounting to ? 1,959.98 crores being accumulated
notional profits since FY 2015-16 have been written off as a
prior period item in the current financial year.

2. Certain incorrect Manual Entries posted in the 'Other Assets'
and 'Other Liabilities' pertaining to prior years amounting to
?595 crores has been set off during the current financial year.

3. Incorrect accounting and subsequent reversal of cumulative
interest income of ? 673.82 crore and Fee Income of ? 172.58
crores within the current financial year.

Management response: The Board has taken necessary steps to
ensure that the Bank has given necessary accounting effect for the
discrepancies identified to ensure that the Financial Statements as
on March 31, 2025, gives true and fair view. This has been detailed
in the "Notes to Account" para 18 (17.1), 18(17.2) and 18(17.3). The
Board has also taken necessary steps to strengthen the adequacy
& effectiveness of internal control.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Bank had appointed M/s
Alwyn Jay & Co., Company Secretaries in Practice, to undertake
Secretarial Audit of the Bank for the FY 2024-25.

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

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rules made thereunder and Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) 2015, the
Bank has appointed M/s. Alwyn Jay & Co., Company Secretaries,
Peer Reviewed Company Secretaries (Firm Registration No.
P2010MH021500 and Peer Review Certificate No. 5936/2024) as
Secretarial Auditors of the Bank for conducting Secretarial Audit
of the Bank for term of five consecutive years from Financial Year
2025-2026 up to Financial Year 2029 - 2030, subject to approval of
Shareholders of the Bank.

Employees Stock Option Scheme

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

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

An aggregate of 5,49,67,313 Options, comprising approx. 7%
of the Bank's paid-up Equity Capital, have been granted under
the Scheme. Statutory disclosures as required under Rule 12 of
Companies (Share Capital and Debentures) Rules, 2014 are given
at Annexure IV, and form an integral part of this Integrated
Annual Report.

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

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

Statutory disclosures as mandated under Regulation 14 of the SEBI
(Share Based Employee Benefits & Sweat Equity) Regulations, 2021,
have been hosted on the website of the Bank at:

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

investor-resources.html

Compliance with Secretarial Standards

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

Maintenance of Cost Records

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

Proceedings under Insolvency and Bankruptcy Code

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

Directors' Responsibility Statement

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

(a) that in the preparation of the Annual Accounts for the year
ended March 31, 2025, 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, 2025, 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, except for the matter mentioned in section
'System for Internal Financial Controls and its Adequacy'
above; and

(f) that systems to ensure compliance with the provisions 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, 2025, in the prescribed Form MGT-7 is available on the Bank's
website at:

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

investor-resources.html

Particulars of Employees

The Bank had 44,974 employees on its rolls as on March 31, 2025.

122 employees employed throughout the year were in receipt
of remuneration of ?1.02 crores per annum or more, and
33 employees employed for the part of the FY 2024-25 were in
receipt of remuneration of ?8.50 lakh per month or more.

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

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

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

Policy on Remuneration to Non-Executive Directors

The Bank has formulated and adopted a Policy on Remuneration
to Non-Executive Directors of the Bank in accordance with the
RBI's circulars on 'Corporate Governance in Banks - Appointment
of Directors and Constitution of Committees of the Board' (dated
April 26, 2021) and 'Review of Fixed Remuneration granted to
Non-Executive Directors (NEDs) (dated February 9, 2024).

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

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

No Stock Options were granted to the Non-Executive Directors.
The 'Policy on Remuneration to Non-Executive Directors' is hosted
on the Bank's website at:

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

investor-resources.html#policies-and-codes

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

Particulars of Loans, Guarantees or Investments
outstanding

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

Particulars of Contracts or Arrangements with
Related Parties

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

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

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

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

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

Consolidated Financial Statements

In accordance with Section 129 (3) of the Act, Consolidated Financial
Statements of IndusInd Bank Limited ('the Bank'), Bharat Financial
Inclusion Limited (formerly known as IndusInd Financial Inclusion
Limited) ("BFIL") ("the Subsidiary") and IndusInd Marketing and
Financial Services Private Limited ("IMFS") ("the Associate") has
been prepared and is included in the Integrated Annual Report.

In accordance with Section 136(1) of the Companies Act, 2013,
the Integrated Annual Report of the Bank, containing therein its
Standalone Financial Statements and the Consolidated Financial
Statements and all other documents required to be attached
thereto has also been hosted on the Bank's website at:

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

investor-resources.html

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

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

investor-resources.html

In the preparation of the Consolidated Financial Statements,
the Standalone Financial Statements of BFIL, the wholly-owned
subsidiary for the year ended March 31,2025, have been considered
on a line by line basis by adding together like items of assets,
liabilities, income and expenses, in accordance with AS 21.

In accordance with AS 23, the Standalone Financial Statements of
IMFS, an associate in which the Bank has a 30% stake, has been
considered in the Consolidated Financial Statements by adopting
'Equity Method'.

Indian Accounting Standards (Ind AS)

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

Pursuant to the RBI Circular dated February 11, 2016, the Bank
formed a Steering Committee, comprising members from cross¬
functional 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 Audit Committee of the Board of Directors has an oversight on
the progress of the Ind AS implementation. In accordance with RBI
directions, the Bank has been submitting half yearly standalone pro
forma Ind- AS financial statements along with other computations
to the RBI, from time to time.

Corporate Social Responsibility and Sustainability
Corporate Social Responsibility

IndusInd Bank's Corporate Social Responsibility (CSR) interventions
for FY 2024-25 are strategically designed to address pressing
societal challenges and advance India's Sustainable Development
Goals (SDGs). Guided by its CSR philosophy Sattvam, the Bank
adopts a holistic and impact-driven approach to empower
communities and foster a sustainable environment. These
programs are implemented across India in partnership with NGOs,
community-based organizations, and government stakeholders.

The Bank's CSR initiatives are structured across two core portfolios:
Flagship Program - Long-term, integrated rural development and
Strategic Program - Thematic, mid- to short-term initiatives

The Holistic Rural Development (Flagship) program focusses on
long-term, impactful initiatives primarily targeting rural economic
development in five aspirational districts of Dharashiv (erstwhile
Osmanabad, Maharashtra), Bahraich (Uttar Pradesh), Begusarai
(Bihar), Baran (Rajasthan) and Virudhunagar (Tamil Nadu) aligned
with Niti Aayog - Aspirational District Program (ADP). Mission of the
program, aims to improve the income levels and standard of living
in the selected Districts through integrated pathways of water and
soil resource management, WASH innovations, farm and non-farm
livelihood skill development, FPO (Farmer Producer Organizations),
entrepreneurship, financial inclusion and collaborative efforts in
health, education & basic infrastructure. Climate resilience and
women's socio-economic development are at core of the Flagship
Program. It seeks to achieve this goal by impacting economic
empowerment of communities and improving efficiency in natural
resource management. In 2024-25, the program successfully
impacted, the lives of 7.3 lakh beneficiaries across these districts.

In conjunction, the Strategic projects comprise of short-term
to mid-term projects that empower and benefit marginalised
groups, vulnerable populations and weaker sections of society
and build sustainable environment. These projects focused on
four overarching themes: Sustainable Environment, Inclusive
Sports, Education & Employability and Livelihood Enhancement
through Bharat Sanjeevani (A Collaborative Project with Bharat
Financial Inclusion Limited - BFIL) and have impacted more than
17.5 lakh beneficiaries.

The thematic of Sustainable Environment includes watershed
management, rejuvenation of water bodies and urban afforestation
and solar installation projects. The Bank is driven to support Water
Stewardship, promoting management of water resources efficiently
and climate resilient agricultural practices for water positivity. In

2024-25, the Bank through its interventions across the country
was able to positively impact more than 75,000 beneficiaries by
restoring 12,725 hectares' area and creating storage capacity of
16.69 lakh cubic meters. More than 21.03 lakh litres of safe drinking
water were also dispensed, ensuring better health and hygiene
of beneficiaries.

Bharat Sanjeevani programs are aimed at livelihood enhancement
of small and marginal farmers whose primary source of income
is from livestock. The program provides veterinary care services
including artificial insemination, vaccination, deworming and a
toll-free number for emergencies. The program was expanded to
10 States and and further pivoted to align with the Government's
flagship program of Formation and Promotion of 10,000 Farmer
Producer Organizations (FPOs) with MOU with Ministry of
Agriculture & Farmer Welfare and Ministry of Rural Development
(NRLM) to strengthen the Pashu-Sakhi program under the DAY-
NRLM respectively.

As part of Inclusive Sports, programs such as 'IndusInd Cricket for
the Blind' and 'Para Champions' for athletes with special abilities
are helping the Bank support talent to perform at international
arenas. Other programs have been designed for underprivileged,
and initiatives promoting women's participation in sports like
wrestling, athletics, table tennis and squash. In August 2024, our
Bank supported Para Champions made us proud by performing
exceptionally at the Paris 2024 Paralympics and bringing 5 medals
to our country. Two of our Para Champions - Dharambir Nain and
Rakesh Kumar were awarded the Arjuna Awards by the Government
of India. Our bank supported wrestler, Chirag Chikkara become
the 3^rd Indian to win Gold at the U23 World Wrestling Champion.
Overall, 1039 sportspersons benefited from our CSR interventions.

In FY24-25, the Education and Employability portfolio was
strengthened by deepening interventions across the country.
The Education initiatives aimed at improving learning outcomes
through FLN (Foundational Literacy and Numeracy) programs,
remedial education, and providing mid-day meals. These programs
impacted 1.60 lakh pre-primary and primary school students
across 1110 schools and trained more than 2500 teachers.
Partnerships with universities like Ashoka University, Plaksha
University and Indian School of Development Management as well
as Buddy4Study Foundation enabled scholarships to graduate and
post graduate students impacting 1221 students to achieve their
ambition of higher education. Additionally, the Bank onboarded
new projects to empower rural women entrepreneurs with skill
training, financial access, market linkages, and mentorship. The
Bank has also designed and implemented programs for 1150
specially-abled with organizations such as Sarthak, Tamana and
NAAI towards employability and skill development to compete on
international platforms.

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

As per the requirements of Section 135 of the Companies Act, 2013
and CSR Rules 2014, the Bank has a Board-level CSR & Sustainability
Committee to look after the CSR initiatives. The Bank's CSR
governance structure includes a dedicated CSR Committee at the
Board level, and a specialized CSR Department responsible for
execution and monitoring. This multi-tiered approach ensures
that the CSR activities are effectively managed and aligned with
the Bank's strategic objectives.

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

Attendance of Directors in the CSR & Sustainability Committee is
given in the Report on Corporate Governance.

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

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

The 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 ^171.86 crores
against adjusted budget of ^181.34 crores, towards various CSR
activities specified in Schedule VII of the Companies Act, 2013.
Unspent amount of ?5.48 crores has been allocated for ongoing
projects while remaining ?3.99 crores has been earmarked for
Schedule VII funds and will be spent in the subsequent years.

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

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

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

policy.html

Sustainability

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

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

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

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

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

Business Responsibility and Sustainability Report
(BRSR)

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

In accordance with the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report (BRSR) for FY 2024-25 is
included in this Integrated Annual Report. This report details the
Bank's initiatives from an environmental, social, and governance
(ESG) perspective, providing insights into various ESG activities
adopted by the Bank. The BRSR reflects the Bank's performance
against the principles of the 'National Guidelines on Responsible
Business Conduct,' enabling Members to understand our
comprehensive ESG efforts.

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

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

reporting.html

Corporate Governance

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

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

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

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

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

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

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

Management Discussion and Analysis Report

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

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

During FY 2024-25, there were no significant and material Orders
passed by the Regulators / Courts / Tribunal that would impact
the 'going concern' status of the Bank and its future operations.

Material Events that have happened after the Balance
Sheet date

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

Awards and Accolades
Q1

- Great Place to Work: IndusInd Bank was recognized as a Great
Place To Work for March, 2024 to March, 2025

- IBSi Digital Banking Awards: IndusInd Bank was recognized
for "Customer & Program Impact" at the Annual IBSi Digital
Banking Awards

- Infosys Finacle Innovation Awards 2024: The Bank's
initiatives were determined as a winner under the category
of "Maximizing Customer Engagement" at the Infosys Finacle
Innovation Awards 2024.

- Finnoviti Awards 2024: IndusInd Bank won an award at
Banking Frontiers Finnoviti Awards 2024 for INDIE digital Bank

- Digital CX Awards 2024: IndusInd Bank was bestowed with the
'Best Use of Technology for Customer Experience in Wholesale/
Transaction Banking - Overall' at the Digital Customer
Experience (Digital CX) Awards 2024.

Q2

- e4m Pitch BFSI Marketing Awards: INDIE by IndusInd Bank
won The Most Effective 360-degree Marketing Campaign at the
e4m Pitch BFSI Marketing Awards.

- ET BFSI Martech Silver Award 2024: INDIE won Silver Award
in the BFSI category for INDIE Marketing Campaign and use of
martech stack (Mo-Engage) enabling persona wise personalized
communication.

- Financial Times - Asia-Pacific Climate Leaders 2024:

IndusInd Bank has been featured in the Asia-Pacific Climate
Leaders 2024 list by Financial Times as one of the honorees
amongst banks and financial institutions, recognized across
the Asia-Pacific region.

- Euromoney Awards for Excellence 2024: The Bank was
recognised as India's Best Bank for ESG at the Euromoney
Awards for Excellence 2024 for the third consecutive year.

- Global Fintech Fest 2024: IndusInd Bank won the Best-in-class
Payment Solution award at the Global Fintech Fest 2024

- Sports India Awards 2024: IndusInd Bank won the Sports
India Award for its Outstanding CSR Contributions to High
Performing Athletes.

- CSR Times Awards 2024: IndusInd Bank was honoured with the
Gold Award at the CSR Times Award 2024 for Water Conservation
and Management.

Q3

- E4m Maddies Awards 2024: IndusInd Bank's INDIE was
recognized as The Ultimate Digital Banking Experience at the
E4m Maddies Awards 2024.

- ASSOCHAM 19^th Annual Summit & Awards 2024:

IndusInd Bank was recognized as a winner at the ASSOCHAM
19^th Annual Summit & Awards for Banking and Financial Sector
Lending Companies 2024 for

- Best ESG Performance - Large and Mid-sized Corporates.

- Best Customer Experience - Large and Mid-sized Banks.

- 51^st India Gems and Jewellery Awards 2024: IndusInd Bank
was recognized as Best Bank Financing the Industry at the 51^st
India Gems and Jewellery Awards 2024.

Q4

- 12^th FICCI Water Awards 2024: IndusInd Bank won the 12^th
edition of FICCI Water Awards 2024 under the category of
Community Initiatives for Spring Water Conservation and
Management in South Odisha.

- 7^th ICC Social Impact Awards 2025: IndusInd Bank was
bestowed with the Runner-up award at the 7^th ICC Social Impact
Awards 2025 under the category of Environment Sustainability -
Mega Enterprise Category for Usharmukti towards Evergreen in
West Bengal - establishing ecosystem model for Eastern India.

IndusInd Bank was certified a Great Place To Work for the
3^rd consecutive year by the Great Place To Work Institute for
February 2025 to February 2026

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

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

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

Compliance to the provisions relating to the
Maternity Benefits Act, 1961

The Bank has ensured the compliance to the provisions pertaining
to the benefits provided under The Maternity Benefit Act,1961.

Annexures

The following documents are annexed to the Directors' Report:

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

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

(iii) Secretarial Audit Report of the Bank, for the financial year
ended March 31, 2025.

(iv) Statutory Disclosures regarding administration of ESOPs for
the financial year ended March 31, 2025.

(v) Disclosure on remuneration pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

(vi) Annual Report on CSR activities undertaken by the Bank
during the financial year ended March 31, 2025, in terms of
Notification dated January 22, 2021, issued by the MCA.

Acknowledgements

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

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

The Board 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.

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

For and on behalf of the Board of Directors

sd/-

Sunil Mehta

Place: Mumbai Chairman

Date: July 23, 2025 DIN: 00065343