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,
2026.
The financial performance for the financial year ended March 31, 2026,
is summarized as under:
(Rs in crore)
| Particulars |
As on March 31, 2026 |
As on March 31, 2025 |
| Deposits |
4,00,173.75 |
4,11,078.14 |
| Advances |
3,15,871.39 |
3,45,018.63 |
| Operating Profit (before Provisions and
Contingencies) |
9,202.21 |
10,644.86 |
| Net Profit |
933.33 |
2,642.90 |
The Bank demonstrated traction in operating performance metrics, like
disbursements, resource mobilization through deposits.
The Bank maintained profitability amidst a challenging operating
environment with operating profit before provisions and contingencies of Rs 9,202.21
crores (compared to Rs 10,644.86 crores in previous year). Net Interest Margin of the Bank
stood at 3.43%. Further, total Provisions and Contingencies including income tax provision
increased by 3.34% from Rs 8,001.96 crores to Rs 8,268.88 crores. Net Profit amounted to
Rs 933.33 crores, as against Rs 2,642.90 crores in the previous year.
Appropriations
The Directors recommend appropriation of Profit as under:
(Rs in Crores)
Operating Profit before
Provisions and Contingencies |
9,202.21 |
Less: Provisions and
Contingencies inclusive of Income Tax |
8,268.88 |
Net Profit |
933.33 |
Profit Brought Forward |
29,677.14 |
Amount available for
Appropriation |
30,610.47 |
Transfer to Statutory Reserve |
233.34 |
Transfer to Capital Reserve |
241.35 |
Transfer to Investment
Fluctuation Reserve account |
313.55 |
Dividend Paid |
- |
Total Appropriations |
788.24 |
Balance carried over to Balance
Sheet |
29,822.23 |
Dividend
The Basic Earning Per Share (EPS) of the Bank during the year was Rs
11.98 compared to Rs 33.93 in the previous year.
The Board of Directors, at its meeting held on April 24, 2026, have
recommended dividend of Rs.1.50 per equity share of Rs.10 each (15% of Face Value) for the
year ended March 31,2026 (The Bank did
not declare dividend for the financial year 2024-25). This proposal is
subject to the approval of the shareholders at the ensuing 32nd Annual General Meeting.
Dividend declared in the current year is in line with the Dividend
Distribution Policy of the Bank. The Dividend Distribution Policy of the Bank can be
accessed from Bank's website at:
https://www.indusind.bank.in/in/en/investors/investor-landing/
investor-resources.html#policies-and-codes
Financial performance and state of the affairs of
the Bank
The financial year under review was characterised by a phase of
consolidation, transition, and strategic re-alignment, with the Bank prioritising
strengthening of its balance sheet, leadership framework, and governance standards over
near-term growth.
During the year, the Bank undertook significant leadership and
organisational changes, with key positions being filled and structures aligned to support
the Bank's evolving strategic direction. This has enhanced oversight, strengthened
execution capabilities, and brought greater clarity and accountability across the
organisation.
The Bank continued its balance sheet re-calibration, with a focus on
improving granularity and risk-adjusted returns. The loan book de-grew by 8% year-on-year,
driven by a prudent run-down of the microfinance portfolio amidst an adverse asset quality
cycle, strengthening of underwriting and risk processes, and rationalisation of select
large corporate exposures. At the same time, the portfolio mix was progressively
rebalanced towards secured retail, SME, and granular corporate segments, with continued
refinement of the wholesale portfolio to improve quality and resilience.
On the liabilities side, the Bank made steady progress in enhancing the
share of granular retail deposits, with the proportion of retail deposits (as per LCR)
improving to 47.9% compared to 46.6% last year. The Bank also maintained comfortable
liquidity buffers, supporting balance sheet stability in a dynamic environment.
Asset quality trends remained stable across key portfolios, with stress
largely confined to the microfinance segment in line with broader industry developments.
While elevated credit costs impacted the financial performance for the year, early signs
of stabilisation have emerged, supported by improvement in collection efficiencies,
moderation in early delinquencies, and declining slippage trends in the microfinance
portfolio.
The Bank reported a pre-provision operating profit of Rs.9,202 crores
and a profit after tax of Rs.933 crores for the year. Profitability was impacted by
elevated credit costs; however, the underlying operating performance remained steady,
reflecting resilience in core income streams and disciplined cost management. The Bank's
capital and liquidity position remains robust, with a Capital Adequacy Ratio of 17.48% and
average Liquidity Coverage Ratio of 118%, providing adequate headroom to support future
growth.
The Board notes that the Bank has articulated a clear strategic roadmap
to guide its medium-term direction, with a focus on building a resilient, well-governed,
and customer-centric franchise.
The emphasis remains on improving balance sheet quality, strengthening
core businesses, enhancing operational efficiency, and delivering sustainable,
risk-calibrated growth.
The Board and the Management remain committed to upholding the highest
standards of governance, compliance, and transparency, while ensuring prudent risk
management and longterm value creation for all stakeholders.
The Board places on record its appreciation for the continued guidance
and support from regulators, and extends its gratitude to the Bank's employees, customers,
shareholders, and all other stakeholders for their trust and support during the year.
Overall, the year represents a period of reset and foundation building,
positioning the Bank to progressively strengthen performance and deliver sustainable
growth over the medium to long term.
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
Bharat Financial Inclusion Limited ("BFIL"), the wholly owned
subsidiary of the Bank, earned revenue of Rs 2,218.29 crores during the year ended March
31, 2026 as against Rs 2,411.97 crores earned during the previous year. The Net Loss for
the year under review amounted to Rs 44.16 crores as against profit of Rs 67.49 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 37,695 as on March 31, 2026.
IndusInd Marketing and Financial Services Private Limited
("IMFS") is an Associate Company of the Bank as 30% of its share capital is held
by the Bank. IMFS is engaged in the business of providing manpower services, and during
the year under review, earned a revenue of Rs 445.97 crores for the year ended March 31,
2026 as against Rs 460.31 crores earned in the previous year. The net profit earned by
IMFS during the year under review amounted to Rs0.49 crores as against Rs 0.44 crores
earned in the previous year. IMFS had 10,950 employees on its rolls as on March 31, 2026.
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.bank.in/in/en/investors/investor-landing/investor-resources.html#Policies-&-codes
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 Rs
1,000.00 crores.
The issued, subscribed and paid-up share capital of the Bank as at
March 31, 2026 is Rs 779.11 crores comprising of 77,91,06,092 equity shares of face value
of Rs10 each.
During the year under review, the Bank has allotted 51,620 equity
shares of Rs10 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 0.05 crores and share premium by Rs 2.55 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 Trustee : |
Catalyst Trusteeship Limited (formerly GDA
Trusteeship Ltd.) |
| Address : |
GDA House, S. No.94/95, Plot No.85, Bhusari
Colony (Right), Paud Road, Pune - 411038, Maharashtra, India |
| Website : |
www.catalvsttrustee.com |
| E-mail : |
dt@ctltrustee.com |
Tier 1 Capital
During FY 2025-26, the Bank has not raised any non-equity Tier 1
capital. As on March 31, 2026, the Bank had no non-equity Tier 1 capital instruments.
Tier 2 Capital
During FY 2025-26, the Bank has not raised any Tier 2 capital. As on
March 31, 2026, the value of outstanding Tier 2 Capital instruments is Rs 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:
| Particulars |
March 31, 2026 |
March 31, 2025 |
| i) Capital Adequacy Ratio (CRAR) |
17.48% |
16.24% |
| ii) CRAR- Common Equity Tier 1 Capital |
16.20% |
15.10% |
| iii) CRAR- Tier 1 Capital |
16.20% |
15.10% |
| iv) CRAR- Tier 2 Capital |
1.28% |
1.14% |
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 nine Directors as on March 31, 2026,
i.e., seven Non-Executive, Independent Directors: Mr. Arijit Basu,
Part-time Chairman, Mrs. Akila Krishnakumar, Mr. Rajiv Agarwal, Mrs. Bhavna Doshi, Mr.
Pradeep Udhas, Mr. L. V. Prabhakar and Mr. Rakesh Bhatia, one Non-Executive,
Non-Independent Director: Mr. Sudip Basu, and the Managing Director & CEO: Mr. Rajiv
Anand.
(a) Non-Executive, Independent Directors
All Independent Directors have confirmed that they meet the criteria of
independence as prescribed under Section 149(6) and 149(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, 2026:
1. Mr. Arijit Basu
2. Mrs. Akila Krishnakumar
3. Mr. Rajiv Agarwal
4. Mrs. Bhavna Doshi
5. Mr. Pradeep Udhas
6. Mr. L. V. Prabhakar
7. Mr. Rakesh Bhatia
Pursuant to Regulation 25(9) of SEBI Listing Regulations, the Bank's
Board of Directors have obtained a Certificate from M/s Alwyn Jay & Co., Practicing
Company Secretaries, confirming that the aforesaid Directors meet the 'Criteria of
Independence' and are independent of the Management.
The said Certificate is furnished at Annexure I which 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. As on March
31, 2026, Mrs. Akila Krishnakumar is the chairperson of the Compensation and Nomination
& Remuneration Committee and the I. T. Strategy Committee of the Board.
She is also a Member of the Special Committee of the Board for
Monitoring and Follow-up of cases of Fraud and the Vigilance Committee of the Board.
• Mrs. Bhavna Doshi (DIN: 00400508), who joined the Board on
January 14, 2020, is a Non-Executive, Independent Woman Director of the Bank. As on March
31, 2026, Mrs. Bhavna Doshi chaired the Audit Committee of the Board. She is also a Member
of the Finance Committee, the Stakeholders' Relations Committee, the Risk Management
Committee and the Special Committee of the Board for Monitoring and Follow-up of cases of
Fraud.
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. Rajiv Anand (DIN: 02541753): The Reserve Bank of India had
vide letter dated July 30, 2025, approved the appointment of Mr. Rajiv Anand as the
Managing Director & CEO of the Bank for a period of three years, from the date of his
assuming charge.
The Board of Directors of the Bank had at their meeting held on August
4, 2025, approved appointment of Mr. Rajiv Anand as 'Additional Director' in the capacity
of Managing Director & CEO of the Bank for a period of three years, with effect from
August 25, 2025 up to August 24, 2028 (both days inclusive).
The Shareholders of the Bank had at the 31st Annual General Meeting of
the Bank held on August 29, 2025, approved the appointment of Mr. Rajiv Anand as the
Managing Director & CEO of the Bank, for a period of three years, with effect from
August 25, 2025 up to August 24, 2028 (both days inclusive), by passing an Ordinary
Resolution.
• Mr. Arijit Basu (DIN: 06907779): The Reserve Bank of India had
vide letter dated January 19, 2026, approved the appointment of Mr. Arijit Basu as
Non-executive Part-time Chairman of the Bank for a period of three years with effect from
January 31, 2026.
The Board of Directors had at their meeting held on January 23, 2026,
approved the appointment of Mr. Arijit Basu as 'Additional Director' in the category of
Non-Executive Independent Director and Part-time Chairman of the Bank for a period of
three years with effect from January 31, 2026 up to January 30, 2029 (both days
inclusive).
The Shareholders of the Bank had, on March 27, 2026, approved the
appointment of Mr. Arijit Basu as Non-Executive Independent Director and Part-time
Chairman of the Bank, for a period of three years, with effect from January 31, 2026 up to
January 30, 2029 (both days inclusive), by passing of a Special Resolution through Postal
Ballot. In accordance with Section 149(13) of the Companies Act, 2013, Mr. Arijit Basu is
not liable to retire by rotation.
Appointment of Directors during the year under
review
• Mr. Nilesh Shivji Vikamsey (DIN: 00031213): The Board of
Directors had at their meeting held on April 24, 2026, approved the appointment of Mr.
Nilesh Shivji Vikamsey as 'Additional Director' in the category of Non-Executive
Independent Director of the Bank, for a period of four consecutive years from April 24,
2026 up to April 23, 2030 (both days inclusive).
The Shareholders of the Bank had, on July 10, 2026, approved the
appointment of Mr. Nilesh Shivji Vikamsey as NonExecutive Independent Director of the
Bank, for a period of four consecutive years from April 24, 2026 up to April 23, 2030
(both days inclusive), by passing of a Special Resolution through Postal Ballot. In
accordance with Section 149(13) of the Companies Act, 2013, Mr. Nilesh Shivji Vikamsey is
not liable to retire by rotation.
• Mr. Ravindra Babu Garikipati (DIN: 00984163): The Board of
Directors had at their meeting held on April 24, 2026, approved the appointment of Mr.
Ravindra Babu Garikipati as 'Additional Director' in the category of Non-Executive
Independent Director of the Bank, for a period of four consecutive years, with effect from
April 24, 2026 up to April 23, 2030 (both days inclusive).
The Shareholders of the Bank had, on July 10, 2026, approved the
appointment of Mr. Ravindra Babu Garikipati as NonExecutive Independent Director of the
Bank, for a period of four consecutive years from April 24, 2026 up to April 23, 2030
(both days inclusive), by passing of a Special Resolution through Postal Ballot. In
accordance with Section 149(13) of the Companies Act, 2013, Mr. Ravindra Babu Garikipati
is not liable to retire by rotation.
• Mrs. Mini Ipe (DIN: 07791184) : The Board of Directors had at
their meeting held on August 3, 2026, approved the appointment of Mrs. Mini Ipe (DIN:
07791184) as 'Additional Director' in the category of Non-Executive Independent Director
of the Bank, for a period of four consecutive years from August 3, 2026 up to August 2,
2030 (both days inclusive).
Approval of the shareholders is being sought for the appointment of
Mrs. Mini Ipe as Non-Executive Independent Director of the Bank by means of a Special
Resolution at the 32nd Annual General Meeting. In accordance with Section 149(13) of the
Companies Act, 2013, Mrs. Mini Ipe is not liable to retire by rotation. A brief Resume of
Mrs. Mini Ipe is furnished in the said Notice.
• Mr. Ganesh Sankaran, Head - Wholesale Banking (DIN: 07580955):
The Board of Directors ("Board"), of IndusInd Bank Limited (the
"Bank"), at its meeting held on April 24, 2026, had approved the appointment of
Mr. Ganesh Sankaran (DIN: 07580955) Head - Wholesale Banking Group as Additional Director
in the category of Executive Director i.e. Whole-time Director of the Bank, for a period
of three (3) years, with effect from such date or such other period as may be approved by
Reserve Bank of India ("RBI") and at a remuneration as approved by the RBI and
subject to the approval of the Shareholders of the Bank.
The Board of the Bank on August 4, 2026 noted the approval granted by
the RBI vide its letter dated August 4, 2026 for the appointment of Mr. Ganesh Sankaran as
Executive Director (Whole-time Director), for a period of three years, which is effective
from August 4, 2026 up to August 3, 2029 (both days inclusive) and the terms and
conditions including remuneration, subject to the approval of the Shareholders of the
Bank.
The Resolution seeking approval of the Shareholders for Mr. Ganesh
Sankaran's appointment, forms part of the Notice convening the 32nd Annual General
Meeting. A brief Resume of Mr. Ganesh Sankaran is furnished in the said Notice.
• Mr. Jagdeep Mallareddy, Head -Consumer Banking (DIN: 07492539)
The Board of Directors ("Board"), of IndusInd Bank Limited
(the "Bank"), at its meeting held on April 24, 2026, had approved the
appointment of Mr. Jagdeep Mallareddy (DIN: 07492539) Head - Consumer Banking as
Additional Director in the category of Executive Director i.e. Whole-time Director of the
Bank, for a period of three (3) years, with effect from such date or such other period as
may be approved by Reserve Bank of India ("RBI") and at a remuneration as
approved by the RBI and subject to the approval of the Shareholders of the Bank.
The Board of the Bank on August 4, 2026 noted the approval granted by
the RBI vide its letter dated August 4, 2026 for the appointment of Mr. Jagdeep Mallareddy
as Executive Director (Whole-time Director), for a period of three years, which is
effective from August 4, 2026 up to August 3, 2029 (both days inclusive) and the terms and
conditions including remuneration, subject to the approval of the Shareholders of the
Bank.
The Resolution seeking approval of the Shareholders for Mr. Jagdeep
Mallareddy's appointment, forms part of the Notice convening the 32nd Annual General
Meeting. A brief Resume of Mr. Jagdeep Mallareddy is furnished in the said Notice.
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 32nd 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 32nd Annual General Meeting. A
brief Resume of Mr. Sudip Basu is furnished in the said Notice.
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 32nd Annual General
Meeting, which forms part of the Integrated Annual Report.
Pursuant to the provisions of Section 164 of the Companies Act, 2013,
none of the Directors have been disqualified from being appointed as 'Director' of the
Bank.
Certificate of Non-Disqualification of Directors
In terms of Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations, the Bank has obtained a Certificate from M/s Alwyn Jay & Co., Practicing
Company Secretaries, confirming that none of the Directors on the Board of the Bank have
been debarred or disqualified from being appointed or continuing as Directors of the
companies, either by the SEBI or the MCA or any other statutory/ regulatory authorities.
The said Certificate is attached as Annexure II to this Integrated Annual Report.
Statement regarding Opinion of the Board with regard to Integrity,
Expertise and Experience of the Independent Directors appointed during the year under
review:
The Independent Directors appointed / re-appointed during the year
under review were subject to due-diligence by the
Compensation and Nomination & Remuneration Committee, based on
parameters of qualification, expertise, track record, integrity and such other parameters
as stipulated under extant norms prescribed by the RBI.
Based on the recommendations of the Compensation and Nomination &
Remuneration Committee, the Board of Directors, after conducting their own assessment,
were of the opinion that the Independent Directors appointed / re-appointed during the
year under review possess the necessary integrity, expertise and experience, and that
their appointment / re-appointment, is in the interest of the Bank.
Cessation of Directors during the year under
review
• Mr. Arun Khurana (DIN: 00075189): Whole-time Director (Executive
Director), Key Managerial Personnel of the Bank, had submitted letter of resignation from
services of the Bank with effect from the close of working hours on April 28, 2025. At its
meeting held on April 28, 2025, the Board took note of the aforesaid letter of resignation
and the Bank made the requisite disclosures in accordance with applicable regulatory
requirements. The Bank had taken note of Mr. Arun Khurana's resignation as Deputy CEO and
as director from the Board of the Bank, and had communicated to him that he will continue
to remain in employment with the Bank until further intimation. Subsequently, in
accordance with the Bank's internal code of conduct, disciplinary proceedings were
initiated against Mr. Arun Khurana and on June 18, 2025, he was placed under suspension
pending completion of such proceedings.
• Mr. Sumant Kathpalia (DIN: 01054434): Managing Director &
CEO, Key Managerial Personnel of the Bank, had submitted letter of resignation from
services of the Bank with effect from the close of working hours on April 29, 2025. At its
meeting held on April 29, 2025, the Board took note of the aforesaid letter of resignation
and the Bank made the requisite disclosures in accordance with applicable regulatory
requirements. The Bank had taken note of Mr. Sumant Kathpalia's resignation as CEO and as
director from the Board of the Bank, and had communicated to him that he will continue to
remain in employment with the Bank until further intimation. Subsequently, in accordance
with the Bank's internal code of conduct, disciplinary proceedings were initiated against
Mr. Sumant Kathpalia and on June 18, 2025, he was placed under suspension pending
completion of such proceedings.
• Mr. Jayant Deshmukh (DIN: 08697679): Mr. Jayant Deshmukh's
tenure as Non-Executive Independent on the Board of the Bank concluded on July 23, 2025.
The Board places on record its appreciation for the contribution made
by Mr. Jayant Deshmukh during his tenure on the Board.
• Mr. Sunil Mehta (DIN: 00065343): Mr. Sunil Mehta's tenure as
Non-Executive Part-time Chairman of the Bank concluded on January 30, 2026.
The Board places on record its appreciation for the contribution made
by Mr. Sunil Mehta during his tenure on the Board.
Cessation of Directors after the end of the year
under review and up to the date of this Report
• Mr. Pradeep Udhas (DIN: 02207112): Mr. Pradeep Udhas's tenure as
Non-executive Independent Director concluded on June 8, 2026.
The Board places on record its appreciation for the contribution made
by Mr. Pradeep Udhas during his tenure as Director on the Board.
Board and Committee Meetings
During the year under review, 53 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 as provided in Section VI-D of SEBI Master Circular
dated January 30, 2026. To enhance the robustness, objectivity and efficiency of the
evaluation process, the annual performance evaluation exercise for FY 2025-26 was
conducted by the Bank through an independent technology- enabled platform having expertise
in Board Evaluation.
The annual performance evaluation of the Board, its Committees, the
Chairman and Individual Directors was undertaken during the year through a structured
evaluation process and questionnaire- based assessment. The Independent Directors, at
their separate meeting held on June 23, 2026, reviewed the performance of the
Non-Independent Directors, the Chairman and the Board as a whole and submitted their
assessment to the Board for its consideration.
Further, at their respective meetings held on June 24, 2026, the
Compensation and Nomination & Remuneration Committee and the Board, taking into
consideration the feedback received through the evaluation process and the assessment of
the Independent Directors, evaluated the performance of the Individual Directors, the
Chairman, Board Committees and the Board as a whole.
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.bank.in/in/en/investors/investor-landing/investor-resources.html#Policies-&-codes
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 serves as a
guiding framework for the Compensation and Nomination & Remuneration Committee in
determining the qualifications, positive attributes, independence of Directors and matters
related thereto, for recommending the appointment or removal of Directors on the Board of
the Bank.
The Policy for Selection and Appointment of Directors is hosted on the
Bank's website at:
https://www.indusind.bank.in/in/en/investors/investor-landing/investor-resources.html#Policies-&-codes
Familiarization Programs for Independent
Directors
Various programs are 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. 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 January 21,2025, in addition to his
existing role and responsibilities. The Bank relieved Mr. Arun 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, had submitted letter of resignation from services of the
Bank with effect from the close of working hours on April 28, 2025. At its meeting held on
April 28, 2025, the Board took note of the aforesaid letter of resignation and the Bank
made the requisite disclosures in accordance with applicable regulatory requirements. The
Bank had taken note of Mr. Arun Khurana's resignation as Deputy CEO and as director from
the Board of the Bank, and had communicated to him that he will continue to remain in
employment with the Bank until further intimation. Subsequently, in accordance with the
Bank's internal code of conduct, disciplinary proceedings were initiated against Mr. Arun
Khurana and on June 18, 2025, he was placed under suspension pending completion of such
proceedings.
• Mr. Sumant Kathpalia, Managing Director & CEO, Key
Managerial Personnel of the Bank, had submitted letter of
resignation from services of the Bank with effect from the close of
working hours on April 29, 2025. At its meeting held on April 29, 2025, the Board took
note of the aforesaid letter of resignation and the Bank made the requisite disclosures in
accordance with applicable regulatory requirements. The Bank had taken note of Mr. Sumant
Kathpalia's resignation as CEO and as director from the Board of the Bank, and had
communicated to him that he will continue to remain in employment with the Bank until
further intimation. Subsequently, in accordance with the Bank's internal code of conduct,
disciplinary proceedings were initiated against Mr. Sumant Kathpalia and on June 18, 2025,
he was placed under suspension pending completion of such proceedings.
• 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 April 18, 2025.
Consequent upon the appointment of Mr. Viral Damania as the Chief
Financial Officer, the additional responsibilities of Mr. Santosh Kumar as Special Officer
- Finance & Accounts and his categorization as Key Managerial Personnel ceased with
effect from September 22, 2025. Mr. Santosh Kumar continues to be the Deputy Chief
Financial Officer of the Bank.
• Mr. Rajiv Anand was appointed as Managing Director & CEO and
Key Managerial Personnel of the Bank with effect from August 25, 2025.
• Mr. Viral Damania was appointed Chief Financial Officer and Key
Managerial Personnel of the Bank with effect from September 22, 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 for the year ended March 31, 2025, the Board of Directors of the Bank had set
up an executive level Project Management Group (Group) to provide oversight and to ensure
that necessary steps including strengthening of systems, processes, internal financial and
other controls, minimization of manual accounting entries and control over reconciliation
and other measures are taken. These have since been implemented effectively.
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 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.bank.in/in/en/investors/investor-landing/investor-resources.html#Policies-&-codes
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 established an Enterprise-wide Risk Management (ERM)
framework. 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 are aligned with best industry
practices and are supported by advanced risk measurement and analytical systems, enabling
effective and proactive risk management and monitoring. These practices are continuously
strengthened in line with changes in operating environment and regulations.
A comprehensive framework of Risk Management Policies has been
implemented, defining the Bank's risk appetite, risk measurement methodologies, and
monitoring and control mechanisms across business segments. The policies have been
designed around the Bank's risk appetite, 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 monitors
adherence to prescribed risk parameters and prudential limits across portfolios / products
/ segments.
Further details on the Bank's Risk Management Models and Frameworks are
provided in the 'Management Discussion and Analysis' section of the 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.bank.in/content/dam/indusind-corporate/investor-resource/PoliciesoftheBank/Whistle-Blower-Policy.pdf
Reporting of Fraud by the Auditors
In respect of financial year 2025-26, the statutory auditors of the
Bank have not noted any matters, which required reporting through Form No. ADT-4 to the
Central Government pursuant to the requirement as per Section 143(12) of the Companies
Act, 2013 read with Rule 13(1) to (2) of the Companies (Audit and Auditors Rules), 2014
and NFRA Circular No. NF-25013/2/2023 dated June 26, 2023.
Statutory Auditors
M/s Chokshi & Chokshi LLP, Chartered Accountants (ICAI Firm
Registration Number 101872W/ W100045) and M/s Borkar & Muzumdar, Chartered Accountants
(ICAI Firm Registration Number 101569W) were the Joint Statutory Auditors of the Bank for
the financial year ended March 31, 2026.
As per the RBI guidelines issued on April 27, 2021, a Statutory Auditor
can conduct audit of Scheduled Commercial Bank for a maximum period ofthree 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.
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) is proposed to be reappointed as one of the Joint Statutory
Auditors of the Bank for FY 2026-27, being their third year of appointment.
Appointment of M/s Borkar & Muzumdar, Chartered Accountants (ICAI
Firm Registration Number 101569W) was approved by the Members at the commencement of 31st
Annual General Meeting of the Bank held on August 29, 2025, for the period of three
consecutive years, i.e., until the conclusion of 34th Annual General Meeting, which would
be held in FY 2028-29, subject to approval from RBI on an annual basis. M/s Borkar &
Muzumdar, Chartered Accountants (ICAI Firm Registration Number 101569W) is proposed to be
reappointed as one of the Joint Statutory Auditors of the Bank for FY 2026-27, being their
second year of appointment.
Statutory Auditors' Report
M/s Chokshi & Chokshi LLP and M/s Borkar & Muzumdar, Joint
Statutory Auditors of the Bank, have audited the Standalone Financial Statements and
Consolidated Financial Statements of the Bank for the financial year 2025-26 and their
Audit Report is enclosed and forms part of the Integrated Annual Report of the Bank.
The Joint Statutory Auditors have given unmodified opinion on financial
statements, with an emphasis of matters with respect to the matters mentioned below in the
Standalone Financial Statements and the Consolidated Financial Statements for the year
ended March 31, 2026.
Significant Matters and its impact
In respect of the significant matters mentioned in note numbers 17.1 to
17.3 of Schedule 18 of the financial statements for the previous year ended March 31,
2025, the Bank concluded the discrepancies mentioned therein, as fraud against the Bank
during the financial year ended March 31, 2026.
The Bank had accounted for these discrepancies, in relation to the
accounting of derivative trades amounting to Rs. 1,959.98 crores, manual entries posted in
the 'Other Assets' and 'Other Liabilities' amounting to Rs. 595.00 crores and accounting
of interest and fee income totaling to Rs. 846.40 crores pertaining to MFI portfolio
during the financial year ended on March 31, 2025.
The Board of Directors of the Bank had set up an executive level
Project Management Group (Group) to provide oversight and to ensure that necessary steps
including strengthening of systems, processes, internal financial and other controls,
minimization of manual accounting entries and control over reconciliation and other
measures are taken. These have since been implemented effectively.
Further, the Bank has taken necessary steps to assess roles and
responsibilities and fix accountability of its officials involved in the above matters,
initiated the process of disciplinary action against the concerned officials as per the
Code of Conduct of the Bank and concluded the said process in respect of majority of the
employees.
Other Matters of Bharat Financial Inclusion
Limited
As per the detailed disclosure made by the Bank's subsidiary, Bharat
Financial Inclusion Limited (BFIL) in its financial statements for the year ended March
31,2026, the said subsidiary has initiated investigations and review of matters relating
to operational losses/ fraud, unapproved practices and fraudulent invoices by certain
service provider, all which are indicative of governance lapses and management override of
controls. Basis this, the Statutory Auditor of the said subsidiary, has given a qualified
opinion in its audit report and Internal Financial Control report dated April 21, 2026 on
the financial statements of subsidiary for the year ended March 31, 2026, pending further
investigation and closure of matter by the said subsidiary. The Bank had independently
carried an investigation in these matters and no further financial impact is expected on
its consolidated financial statements. These matters have also been reported by the
Statutory Auditor of the Subsidiary to Central Government under Section 143(12) of the
Companies Act, 2013.
Secretarial Audit
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 FY 2025-26 up to FY 2029-30,
subject to approval of Shareholders of the Bank.
The Secretarial Audit Report submitted by M/s Alwyn Jay & Co. is
furnished at Annexure III and forms an integral part of this Integrated Annual Report.
There were no qualifications, reservations, adverse remarks or disclaimers made by the
Secretarial Auditor in their report.
Employees Stock Option Scheme
The Bank had instituted the Employee Stock Option Scheme (ESOS2020) 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 5,57,54,320 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.
The 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.bank.in/in/en/investors/investor-landing/investor-resources.html#Policies-&-codes
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 direction |
Resolution status (RP /
Liquidation / Remarks Delay / Yet to be Admitted) |
| AAACC1921B |
Cox & Kings Ltd (Borrower) Cox and Cox
& 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 and against the Corporate Guarantor-
Cox & Kings Global Services Ltd (for Principal Liability of Borrower). Presently, the
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 and claimed full dues. The application has been admitted and CIRP
process in 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 and has been admitted under CIRP. However, pursuant to an application
filed by homebuyers, Hon'ble Supreme Court has put a 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 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, borrower is under liquidation, as
no resolution plan has been received |
| AAECG1970A |
Grand Auto Udhyog 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, borrower is under liquidation, as
no resolution plan has been received |
| AACCF0799E |
Feedback Energy Distribution Company Limited |
26-06-2023 |
12-12-2023 |
No |
Liquidation |
The Bank has filed section 7 application
against the borrower and claimed full dues. Presently, borrower is under liquidation, as
no resolution plan has been received |
| AAECV0177C |
Vamsee Teja Modern Rice Mill Pvt Ltd |
03-07-2023 |
03-06-2025 |
No |
Liquidation |
The Bank has filed section 7 application
against the borrower and claimed full dues. Presently, borrower is under liquidation, as
no resolution plan has been received |
| 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 |
11-07-2025 |
No |
RP |
The bank has filed Section 7 Application
against the borrower which has been admitted. The CIRP process is going on. |
| 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 has been filed against
Precision Realty Developers Pvt. Ltd. Corporate Guarantor and mortgager to the 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. 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. |
| 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 |
| AABCP2118E |
Pegasus Farmaco (India) Pvt. Ltd. |
01-12-2024 |
- |
No |
Yet to be Admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
| AAACD9025H |
Ideal Real Estates Private Limited |
25-09-2025 |
- |
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
| AAACJ8030A |
Avantha Realty Ltd |
24-12-2025 |
- |
No |
Yet to be admitted |
The bank has filed Section 7 application
against the borrower which is pending for admission |
| AAFCB5647L |
B B R Green Fields Private Limited |
09-03-2026 |
- |
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, 2026, 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, 2026, 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 fraud 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;
(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, 2026, in the prescribed Form
MGT-7 is available on the Bank's website at:
https://www.indusind.bank.in/in/en/investors/investor-landing/investor-resources.html#Policies-&-codes
Particulars of Employees
The Bank had 46,694 employees on its rolls as on March 31, 2026.
122 employees employed throughout the year were in receipt of
remuneration of Rs1.02 crores per annum or more, and 70 employees employed for the part of
the FY 2025-26 were in receipt of remuneration of Rs8.50 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/companvsecretarv?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 NonExecutive
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.bank.in/in/en/
investors/investor-landing/investor-resources.html#Policies-&- 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 do 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.bank.in/content/dam/indusind-corporate/investor-resource/PoliciesoftheBank/Related-Party-Transaction-Policy.pdf
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.bank.in/in/en/investors/investor-landing.html
Further, the Audited Annual Accounts of the Subsidiary of the Bank has
been hosted on the Bank's website at:
https://www.indusind.bank.in/in/en/investors/investor-landing.html
In the preparation of the Consolidated Financial Statements, the
Standalone Financial Statements of BFIL, the wholly-owned subsidiary for the year ended
March 31,2026, have been considered on a line by line basis by adding together like items
of assets, liabilities, income and expenses, in accordance with AS 21.
In accordance with AS 23, the Standalone Financial Statements of IMFS,
an associate in which the Bank has a 30% stake, has been considered in the Consolidated
Financial Statements by adopting 'Equity Method'.
Indian Accounting Standards (Ind AS)
The Reserve Bank of India (RBI) issued a circular in February 2016,
requiring Scheduled Commercial Banks to implement Indian Accounting Standards (Ind AS)
from April 1, 2018. Vide a press release dated 05 April 2018 the implementation was
deferred by one year. The legislative amendments recommended by the Reserve Bank towards
implementation of Ind AS are still under consideration of the Government of India.
Accordingly, RBI had, through a notification dated March 22, 2019, deferred the Ind AS
implementation until further notice.
Pursuant to the RBI Circular dated February 11, 2016, the Bank had
formed a Steering Committee, comprising members from crossfunctional areas, for the
purpose of reviewing and monitoring the progress of implementation. The Bank had set up a
Working Group under the guidance of the Steering Committee and has conducted Gap
Assessment and identified the differences between the current accounting framework and Ind
AS, including the identification of the accounting policy options provided under Ind AS
101, First Time Adoption.
The 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) strategy for FY
2025-26 is purposefully aligned to address critical development challenges while advancing
11 of the 17 United Nations Sustainable Development Goals (SDGs). The Bank adopts a
structured, impact- led approach, delivering programs across India in partnership with
NGOs, community institutions, and government stakeholders.
CSR initiatives are anchored across two portfolios: (i) the Holistic
Rural Development Programme (HRDP)—the Bank's flagship integrated rural development
model, and (ii) the Strategic Portfolio—focused, thematic interventions with defined
outcomes.
The 'Holistic Rural Development Program', aligned with NITI Aayog's
'Transformation of Aspirational Districts' initiative drives integrated economic
empowerment across five aspirational districts—Dharashiv (Maharashtra), Bahraich
(Uttar Pradesh), Begusarai (Bihar), Baran (Rajasthan), and Virudhunagar (Tamil Nadu). The
programme delivers measurable improvements in income and quality of life through water and
soil management, WASH innovations, farm and non-farm livelihoods, FPO development,
entrepreneurship, financial inclusion, and convergence in health, education, and
infrastructure. Climate resilience and women's economic empowerment remain central. In FY
2025-26, the programme directly impacted over 1.02 lakh households.
During the year under review, a midline assessment of the HRDP Program
was conducted. It highlighted strong progress toward improved livelihoods among
multidimensional poverty households across the five aspirational districts. Cumulatively,
direct livelihood enhancement support has been provided to over 1.38 lakh households, with
an overall reach of ~3 lakh households. The program has built a comprehensive ecosystem
spanning agriculture, water, livelihoods, skilling, and social protection, enabling
sustainable and scalable rural transformation and resulting in a ~30% increase in average
annual household income across intervention areas.
Findings from the three-year assessment demonstrate clear improvements
in income, resilience, and access to essential services. Intervention districts have
outperformed control districts, with diversified income sources, improved irrigation,
enhanced access to formal credit, and reduced vulnerability to health shocks. The data
validates a shift from subsistence to more resilient and market-linked rural livelihoods,
supported by integrated interventions across water, agriculture, livestock, and financial
inclusion.
The exit strategy of HRDP focused on gradual transfer of
responsibilities to community institutions, Gram Panchayats, government systems, and
trained local resource persons. Throughout the implementation period, the project
emphasized institution building and capacity strengthening to minimize dependency on
external support. The systems, institutions, and capacities developed during the project
period are expected to continue contributing toward improved livelihoods, better service
access, environmental sustainability, and community resilience in the years ahead.
The Strategic Portfolio delivers targeted interventions across four
pillars—Sustainable Environment, Inclusive Sports, Education & Employability, and
Livelihood Enhancement (through Bharat Sanjeevani)—impacting over 24.23 lakh
beneficiaries during the year.
Under Sustainable Environment, the Bank advances water stewardship and
renewable energy adoption. In FY 2025-26, interventions restored 3724 hectares of land,
created 8.76 lakh cubic meters of water storage and benefited over 74,280 beneficiaries,
while also dispensing 6.88 lakh litres of safe drinking water. Renewable energy
initiatives strengthened rural infrastructure, including solar installations across
schools and Gram Panchayat libraries. Notably, 31 libraries in Haryana were solar-powered,
enabling improved learning environments and generating an estimated 1.5 lakh kW of green
energy annually. Solar street lighting initiatives were also deployed in vulnerable
regions, with further scale-up underway.
The Bank continues to lead in promoting inclusive sports by enabling
equitable access and excellence across athletics, wrestling, para-sports, and blind
cricket. Its sustained investments since 2022 in women's blind cricket—spanning
infrastructure, training, visibility, and livelihood support have yielded historic
outcomes. In FY 2025-26, the Indian Women's Blind Cricket Team won the inaugural Women's
T20 World Cup. Concurrently, supported athletes secured over 270 national and
international medals, including podium finishes at global wrestling championships,
reinforcing the Bank's commitment to high-performance pathways and inclusivity.
The Education and Employability portfolio expanded its footprint
through focused interventions in foundational literacy and numeracy (FLN) and remedial
education, reaching over 60,000 students across 630 schools and building capacity among
1,790+ teachers. The Bank further strengthened its programmes for entrepreneurship and
skilling, supporting 7600+ entrepreneurs, including 6800+ women entrepreneurs and 2260+
armed forces veteran who are exploring a second inning as entrepreneurs. Alongside these
efforts, targeted initiatives benefited 1,110+ persons with disabilities, enhancing
employability and enabling more competitive participation and financial independence
across sectors.
Bharat Sanjeevani continues to drive livelihood enhancement for small
and marginal livestock farmers, delivering veterinary services such as artificial
insemination, vaccination, deworming, and emergency support. The programme received global
recognition at the International Dairy Federation World Dairy Summit 2025 for innovation
in sustainable animal care. Building on this institutional foundation and proof of
concept, Bharat Sanjeevani 2.0, implemented in partnership with the Ministry of Rural
Development, Government of India, has been scaled into a multi-state national platform
across eleven states, with cumulative outreach exceeding 3 lakh + farmers (direct
interventions) with a livestock coverage base of over 20 lakh animals. The architecture
addresses systemic deficits across veterinary access, organised market linkages, and
producer-level income realisation through a federated institutional ecosystem comprising
the community- based Pashu Sakhi cadre, producer collectives, and the State- Level
Livestock Marketing Federation (SLLMF) as the apex aggregation entity. Women-led
enterprise consolidation is being institutionalised through SHE-LiFE (Self-Help
Entrepreneurs in Livestock and Farm Enterprises) and the convergent SHE-MART (SelfHelp
Entrepreneurs, Marketing Avenues for Rural Transformation) framework. In alignment with
DAY-NRLM 2.0, the One Nation One Pashu Sakhi (ONOPS) platform, currently under pilot
deployment, is being engineered to enable geo-tagged service-event logging, longitudinal
livestock life-cycle traceability, and frontline cadre
performance analytics, embedding transparency, operational efficiency,
and evidence-based programme governance at scale.
During FY 2025-26, the Bank's Employee Volunteering initiatives were
anchored in environmental sustainability, with a focused approach towards driving
meaningful and measurable impact. The key initiative during the year was a multi-city tree
plantation drive conducted across 19 cities through 20 volunteering events. This
cumulative effort of 1274 volunteers (738 employees and 536 family members), contributing
over 3940 volunteering hours resulted in plantation of over 8,000 saplings, with an
estimated environmental impact of 102+ metric tonnes of carbon offset and 119 metric
tonnes of oxygen generation over a three-year period.
In addition, the Bank continued to promote awareness and encourage
sustainable behaviour among employees through a series of internal communications and
webinars aligned with the Government of India's Mission LiFE (Lifestyle for Environment)
initiative. These engagements focused on building awareness on environmental challenges
and equipping employees with practical ways to adopt sustainable practices in their daily
lives, thereby extending the impact beyond the workplace into communities.
Through these initiatives, the Bank continues to encourage employee
participation in socially relevant causes and foster a culture of responsible citizenship.
Under "Other Areas," the Bank continues to support healthcare
access and extends assistance to Armed Forces veterans, widows, and their families,
reaffirming its commitment to social equity and national service.
Collectively, these interventions reflect a consistent, outcome-
oriented CSR approach, delivering measurable social impact while advancing inclusive and
sustainable development at scale.
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 INR 166.77 crores against
adjusted 2% budget of INR 165.65 crores, towards various
CSR activities specified in Schedule VII of the Companies Act, 2013.
Unspent amount of INR 31.31 crore has been allocated for ongoing projects and will be
spent in line with the MCA requirement. The Bank has an excess spend of INR 1.12 crore
arising out of CSR expenditure for FY 2025-26 and the same would be available for a
set-off against the CSR spending requirement for succeeding financial year(s).
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.bank.in/in/en/csr-home/our-approach/csr-policy.html
Sustainability
The Bank recognizes 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 2025-26 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.bank.in/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 2025-26, there were no significant and material Orders passed
by the Regulators / Courts / Tribunal that would impact the 'going concern' status of the
Bank and its future operations.
Material Events that have happened after the Balance Sheet date
No material changes and commitments affecting the financial position of
the Bank have occurred between the end of the financial year of the Bank to which the
Financial Statements relate and the date of this Integrated Annual Report.
Awards and Accolades Q1
1. Awarded at the Digital Payments Award Ceremony 2023-24 in the
Private Sector Bank category.
2. Winner of Infosys Finacle Innovation Awards for Corporate Banking
Innovation.
3. Awarded Best Innovation In User Experience of the Year at the India
Banking Summit 2025.
Q2
1. Paris 2024 Paralympic Games campaign - #harkadamjeetka recognized
for its innovation, impact, and effectiveness at Pitch BFSI Marketing Awards 2025.
2. 'INDIE For Business' secured Gold for Digital transformation at
SKOCH Awards.
Q3
1. Winners at BW Businessworld Supply Chain Management Leadership Award
2025.
2. Campaign #celebrationzaroorihai, won e4m DigiOne Award in the 'Best
Brand Integration' category.
3. Bharat Sanjeevani, a CSR initiative has been awarded the prestigious
International Dairy Federation World Dairy Summit 2026 Award, under the category
"Sustainable Farming Practices: Innovation in Animal Care in Farming."
Q4
1. Prestigious recognitions including 'Best Technology Bank' (winner)
at the Indian Banks' Association's (IBA) 21st Annual Banking Technology Awards 2025.
2. Campaign #dropthelabel, won Silver at the 5th edition of the Impact
Digital Influencer Award.
3. Recognized at ICC Social Impact Awards 2026 for impact- led
initiatives: the Integrated Water Resource Management Programme (IWRMP), Mahad,
Maharashtra (Winner), and the Para Champions Programme (PCP) (Special Jury Award).
4. CSR & Sustainability Award 2026 in the Conservation of National
Heritage category for our Sustainable Environment Project - Restoration of Hauz-i-Shamsi
Lake, at the National Conclave on "Mission Viksit Bharat @2047".
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 (now Code on social Security, 2020)
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, 2026.
(iv) Statutory Disclosures regarding administration of ESOPs for the
financial year ended March 31, 2026.
(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, 2026, 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 |
| Place: Mumbai |
|
| Date: August 4, 2026 |
sd/- |
|
Arijit Basu |
|
Chairman |
|
DIN: 06907779 |
|