Dear Shareholders,
The Board of Directors of indusind Bank Limited {"the Bank")
have pleasure in presenting its report covering business and operations of the Bank,
together with the Audited Financial Statements for the financial year ended March 31,
2025.
The financial performance for the financial year ended March 31, 2025,
is summarized as under:
{Rs in crore)
| Particulars |
As on March 31, 2025 |
As on March 31, 2024 |
| Deposits |
4,11,078.14 |
3,84,792.92 |
| Advances |
3,45,018.63 |
3,43,298.27 |
| Operating Profit {before Provisions and
Contingencies) |
10,644.86 |
15,740.27 |
| Net Profit |
2,642.90 |
8,949.78 |
The Bank demonstrated traction in operating performance metrics, like
disbursements, resource mobilization through deposits.
Our deposits grew by 6.83% for the year. Balance sheet footage crossed
Rs 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 Rs10,644.86
crores {compared to Rs15,740.27 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 Rs6,790.49 crores to Rs8,001.96 crores. Net Profit amounted to
Rs2,642.90 crores, as against Rs8,949.78 crores in the previous year.
Appropriations
The Directors recommend appropriation of Profit as under:
(Rs in crore)
| Operating Profit before Provisions and
Contingencies |
10,644.86 |
| Less: Provisions and Contingencies inclusive
of income Tax |
8,001.96 |
| Net Profit |
2,642.90 |
| Profit Brought Forward |
29,176.02 |
| Amount available for Appropriation. |
31,818.92 |
| Transfer to Statutory Reserve |
660.72 |
| Transfer to Capital Reserve |
196.17 |
| Dividend Paid |
1,284.90 |
| Total Appropriations |
2,141.79 |
| Balance carried over to Balance Sheet |
29,677.13 |
Dividend
The Basic Earning Per Share {EPS) of the Bank during the year was
Rs33.93 compared to Rs115.19 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 6th 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 Rs 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 Rs 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 Rs 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
Rs673.82 crore and Fee Income of Rs 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 Rs 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 Rs 1,885.19 crores. The Bank made a provision for
these at a rate of 95% aggregating to Rs 1,791.08 crores and reversed interest of Rs178.12
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 Rs 2,411.50
crores as against Rs2,334.64 crores earned during the previous year. The Net Loss for the
year under review amounted to Rs67.49 crores as against profit of Rs27.21 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 Rs460.31 crores as against Rs466.12 crores
earned in the previous year. The net profit earned by IMFS during the year under review
amounted to Rs 0.44 crores as against Rs 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
Rs1,000.00 crores.
The issued, subscribed and paid-up share capital of the Bank as at
March 31, 2025 is Rs779.05 crores comprising of 77,90,54,472 equity shares of face value
of Rs 10 each.
During the year under review, the Bank has allotted 7,34,521 equity
shares of Rs 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 Rs 0.73 crores and share premium by Rs60.72 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:
| Trustee |
|
| Name of Debenture |
: Catalyst Trusteeship Limited |
| Trustee |
(formerly GDA Trusteeship Ltd.) |
| Address |
: GDA House, S. No.94/95, Plot No.85, Bhusari
Colony (Right), Paud Road, Pune - 411038, Maharashtra, India |
| Website |
: www.catalysttrustee.com |
| E-mail |
: dt@ctltrustee.com |
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 Rs2,800.00 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:
Particulars |
March 31, 2025 |
March 31, 2024 |
i) Capital Adequacy Ratio
(CRAR) |
16.24% |
17.23% |
ii) CRAR- Common Equity Tier 1
Capital |
15.10% |
15.82% |
iii) CRAR- Tier 1 Capital |
15.10% |
1 5.82% |
iv) CRAR- Tier 2 Capital |
1.14% |
1.41% |
Credit Ratings
Instruments |
Rating |
Rating Agency |
Domestic Ratings |
|
|
Infrastructure Bond program/Tier
2 Bonds |
aa+ |
CRISIL |
Certificates of Deposit
Program/ Short Term FD Program |
A1 + |
CRISIL |
Certificates of Deposit
Program |
A1 + |
CARE |
Senior Bonds program /Tier 2
Bonds |
aa+ |
India Ratings and Research |
International Ratings |
|
|
Senior Unsecured MTN Programme |
Ba1 |
Moody's Investors Service |
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 31st 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 31st 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 31st 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 28th 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 31st 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 31st 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 31st Annual General
Meeting until the conclusion of 34th 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 30th
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 33rd 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 Rs 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 Rs 595 crores has been set off
during the current financial year.
3. Incorrect accounting and subsequent reversal of cumulative interest
income of Rs 673.82 crore and Fee Income of Rs 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:
| PAN No |
Name of borrower |
Date of filing the case to NCLT |
Date when NCLT admitted the case |
Is the case filed under RBI directionRs |
Resolution status (RP / Liquidation / Delay
/ Yet to be Admitted) |
Remarks |
| AAACC1921B |
Cox & Kings Ltd{Borrower} Cox and Kings
Global Services Pvt Ltd. {Corporate Guarantor |
29-06-2020 |
05-01-2023 |
No |
Liquidation |
In the matter of COX & Kings Limited
{borrower}, we have filed application u/s 7 of IBC against the Corporate Guarantor- Cox
& Kings Global Services Ltd for Principal Liability of Borrower. Presently, company is
under liquidation as no resolution plan was received. |
| AAACW6349M |
SITI NETWORKS LIMITED |
30-04-2022 |
22-02-2023 |
No |
RP |
The Bank has filed section 7 application
against the borrower SITI Networks Ltd and claimed full dues. The application has been
admitted and CIRP process is going on. |
| AACCH3475M |
Hacienda Projects Pvt. Ltd. |
05-05-2022 |
11-11-2022 |
No |
RP |
The Bank has filed section 7 application
against the borrower Hacienda Projects Pvt Ltd and has been admitted under CIRP as on
11.11.2022. However, borrower has challenged the same before NCLAT and currently there is
stay. We are pursuing the matter. |
| AADCC5681P |
Cloud 9 Projects Pvt. Ltd. |
05-05-2022 |
|
No |
Yet to be admitted |
The Bank has filed section 7 application
against the borrower Cloud 9 Projects Pvt Ltd and claimed full dues. The case is yet to be
admitted and is under litigation. |
| AADCT5306Q |
Fidere Facilities Management Pvt. Ltd |
16-02-2023 |
05-10-2023 |
No |
Liquidation |
The Bank has filed section 7 application
against the borrower and claimed full dues. Presently, company is under liquidation as no
resolution plan was received. |
| AAICS6204K |
Siddhi Agro Foods Pvt Ltd. |
29-03-2023 |
03-04-2024 |
No |
RP |
IndusInd Bank Ltd. filed an application
under Section 7 of the IBC, 2016 against the borrower and same has been admitted. The
Committee of Creditors have approved the resolution plan which is under implementation.
Bank is expected to realise an amount of Rs 8.46 crore as per resolution plan. |
| AAECG1970A |
GRAND AUTO udhog p LTD. |
29-04-2023 |
06-03-2024 |
No |
Liquidation |
The Bank has filed section 7 application
against the borrower and claimed full dues. Presently, company is under liquidation as no
resolution plan has been received. |
| AACCF0799E |
Feedback Energy Distribution Company Limited |
26-06-2023 |
12-12-2023 |
No |
RP |
The bank has filed sanction 7 application
against the borrower Feedback Energy Distribution Company Limited which has been admitted
and claimed full dues. The company is under CIRP process which is going on. |
| AAECV0177C |
Vamsee Teja Modern Rice Mill Pvt Ltd |
03-07-2023 |
|
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission. |
| AAACE6918J |
Mcleod Russel India Ltd |
13-07-2023 |
|
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission. |
| AACCK7334A |
KKSPUN India Limited |
06-04-2024 |
|
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission. |
| AAFCN5811N |
Nice Texcot Trading & Agency Private
Limited (Borrower) Precision Realty Developers Private Limited (Corporate Guarantor) |
23-08-2023 |
20-10-2023 |
No |
RP |
Section 7 application was filed against
Precision Realty Developers pvt. Ltd, Corporate Guarantor and mortgager to borrower. The
case has been admitted on application filed by another creditor. We have filed proof of
claim which has been admitted. The CIRP process is going on. |
| AARCS5614A |
Syska Led Lights Pvt. Ltd |
18.07.2024 |
08.10.2024 |
No |
RP |
The Bank has filed section 7 application
against the borrower and claimed full dues. The case has been admitted under CIRP in an
application filed by another creditor. We have filed our proof of claim which has been
admitted. |
| AAKCS1764Q |
Shorewala Paper Industries Pvt Ltd |
19.07.2024 |
|
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
| AADCS9339J |
Shorewala Roller Flour Mills Pvt Ltd |
19.07.2024 |
|
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
| AAECS0765R |
Simplex Infrastructures Limited |
17.12.2024 |
|
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
| AAJCS6432Q |
Supermak Foils Pvt Ltd |
20.01.2025 |
|
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
| AABCP2118E |
PEGASUS FARMACO (INDIA) PRIVATE limited |
01-12-2024 |
|
No |
Yet to be Admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, the Directors make the following statement
in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013:
(a) that in the preparation of the Annual Accounts for the year ended
March 31, 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 Rs 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 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
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 3rd Indian to win Gold at the U23 World Wrestling Champion. Overall, 1039
sportspersons benefited from our CSR interventions.
In FY24-25, the Education and Employability portfolio 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 Rs171.86 crores against adjusted
budget of Rs181.34 crores, towards various CSR activities specified in Schedule VII of the
Companies Act, 2013. Unspent amount of Rs 5.48 crores has been allocated for ongoing
projects while remaining Rs 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 19th Annual Summit & Awards 2024:
IndusInd Bank was recognized as a winner at the ASSOCHAM 19th 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.
- 51st India Gems and Jewellery Awards 2024: IndusInd Bank was
recognized as Best Bank Financing the Industry at the 51st India Gems and Jewellery Awards
2024.
Q4
- 12th FICCI Water Awards 2024: IndusInd Bank won the 12th edition of
FICCI Water Awards 2024 under the category of Community Initiatives for Spring Water
Conservation and Management in South Odisha.
- 7th ICC Social Impact Awards 2025: IndusInd Bank was bestowed with
the Runner-up award at the 7th 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 3rd
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 |
|