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IndusInd Bank Ltd. — Proxy Solicitation & Information Statement 2026
Feb 24, 2026
59441_rns_2026-02-24_1112f151-05ac-48a9-a63f-748466592f5e.pdf
Proxy Solicitation & Information Statement
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February 24, 2026
National Stock Exchange of India Limited (Symbol: INDUSINDBK) BSE Limited (Scrip Code: 532187) Luxembourg Stock Exchange
Madam / Dear Sir,
Sub.: Notice of postal ballot
Ref.: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20l5
We hereby submit a copy of the postal ballot notice dated February 24, 2026 together with the Explanatory Statement thereto, seeking consent of the members of IndusInd Bank Limited (“Bank”) by means of postal ballot, only by voting through electronic means (remote e-voting) for the appointment of Mr. Arijit Basu (DIN: 06907779) as Non-Executive Independent Director and Part-time Chairman for a period of three years from January 31, 2026 to January 30, 2029 (both days inclusive).
The postal ballot notice is being sent only by email to those members, whose email addresses are registered with depositories, Bank and /or its registrar & share transfer agent viz; MUFG Intime India Private Limited (formerly ‘Link Intime India Private Limited’) and whose names appear in the register of members/ list of beneficial owners as received from the depositories as on the cut-off date i.e. Friday, February 20, 2026.
The remote e-voting shall commence on Thursday, February 26, 2026, at 9:00 a.m. (IST) and end on Friday, March 27, 2026, at 5.00 p.m. (IST). The results of postal ballot shall be declared on or before Wednesday, April 1, 2026.
This is also being uploaded on the Bank’s website at www.indusind.bank.in.
You are requested to take the same on record.
Yours faithfully,
For IndusInd Bank Limited
ANAND Digitally signed by ANAND KUMAR KUMAR DAS Date: 2026.02.24 DAS 16:56:29 +05'30' Anand Kumar Das Company Secretary
Encl.: as above.
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Solitaire Corporate Park Office: IndusInd Bank Limited, Building No.7, Ground floor, Solitaire Corporate Park, Andheri –Ghatkopar Link Road, Chakala Andheri (E), Mumbai – 400 093, India, Tel: (022) 66412442
Registered Office: 2401 Gen. Thimmayya Road, Pune 411001, India Contact us :(020) 2634 3201| Email us: [email protected] | Visit us :www.indusind.bank.in CIN: L65191PN1994PLC076333
INDUSIND BANK LIMITED
CIN: L65191PN1994PLC076333
Registered Office: 2401 Gen. Thimmayya Road (Cantonment), Pune - 411 001 Tel: (020) 6901 9000 Secretarial & Investor Services Cell : 701, Solitaire Corporate Park, 167, Guru Hargovindji Marg, Andheri (East), Mumbai – 400 093; Tel: (022) 6641 2487 / 2359
E-mail: [email protected] Website: www.indusind.bank.in
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended]
To
The Members of IndusInd Bank Limited
NOTICE is hereby given that pursuant to Sections 108 and 110 of the Companies Act, 2013 (“the Act” ) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) , as amended from time to time, Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India, read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“MCA”) pertaining to the holding of general meetings / conducting postal ballot process through voting by electronic means (“remote e-voting”) [hereinafter collectively referred to as “MCA Circulars” ], Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and subject to other applicable laws and regulations, including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force, the Resolution as set out below is proposed to be passed as a Special Resolution by the Members of IndusInd Bank Limited (“the Bank”) by means of Postal Ballot, only by voting through electronic means.
The proposed Resolution and the Explanatory Statement setting out the material facts as required in terms of Section 102(1) of the Act read with the Rules and the MCA Circulars, Regulation 17(1) of SEBI Listing Regulations and other applicable provisions are appended below for seeking the consent of the Members of the Bank through remote e-voting only.
SPECIAL BUSINESS:
Appointment of Mr. Arijit Basu (DIN: 06907779) as Non-Executive Independent Director and Part- time Chairman of the Bank
To consider and if thought fit, to pass the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to Sections 149, 150, 152, 160,161 and Schedule IV of the Companies Act, 2013 and rules made thereunder read with Regulations 16(1)(b) and 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 10A, 16, and other applicable provisions of the Banking Regulation Act, 1949, if any, read with the rules, guidelines and circulars issued by Reserve Bank of India (“ RBI ”) from time to time and any other applicable laws including any statutory amendment (s) or modification(s) or re-enactment(s) thereof for the time being in force, the provisions of Articles of Association of IndusInd Bank Limited (“ the Bank ”), pursuant to the recommendation made by the Compensation and Nomination & Remuneration Committee of the Bank and approval of the Board of Directors of the Bank (“ the Board ”) and the Reserve Bank of India in terms of Section10B (1A) (i) of the Banking Regulation Act, 1949, consent of the Members of the Bank be and is hereby accorded for appointment of Mr. Arijit Basu (DIN: 06907779) 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) on the following terms of remuneration:
| Remuneration | : | `35 lakhsper annum |
|---|---|---|
| Others | : | Sittingfees for attendingmeetings of the Board and Committees of the Board. |
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RESOLVED FURTHER THAT Mr. Arijit Basu shall not be liable to retire by rotation, during the said period, in terms of the provisions of Section 149(13) of the Companies Act, 2013.
RESOLVED FURTHER THAT Managing Director & CEO, Chief Financial Officer, Chief Human Resources Officer or Company Secretary of the Bank be and are hereby severally authorized on behalf of the Bank to execute all such agreements, documents, instruments and writings as may be deemed necessary or desirable for such purpose, file requisite forms or applications with the concerned Statutory/Regulatory Authorities, with the power to settle all questions, difficulties or doubts that may arise, in this regard, and do all such acts, deeds, matters and things as may be considered necessary and appropriate, to give effect to the said Resolution.”
By Order of the Board of Directors For IndusInd Bank Limited
Sd/Anand Kumar Das Company Secretary Membership No. F6950
Date: February 24, 2026 Place: Mumbai
Registered Office:
2401 Gen. Thimmayya Road (Cantonment), Pune - 411 001. CIN: L65191PN1994PLC076333 Tel: (020) 6901 9000.
Secretarial & Investor Services Cell:
701, Solitaire Corporate Park, Building No. 7, Ground Floor, 167, Guru Hargovindji Marg, Andheri (East), Mumbai – 400 093. Tel: (022) 6641 2487 / 2359 Email: [email protected] Website: www.indusind.bank.in
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Notes:
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1) In compliance with Regulation 44 of SEBI Listing Regulations, and Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, this Notice of Postal Ballot of the Bank is being sent only through email and has extended only the remote e-voting facility for its Members, to enable them to cast their votes through remote e-voting electronically instead of submitting the Postal Ballot form. The instructions for remote e-voting are appended to this Notice of Postal Ballot.
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2) The Explanatory Statement setting out material facts as required in terms of Section 102(1) of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Secretarial Standard on General Meeting (SS-2), wherever applicable and Regulation 17(1) of SEBI Listing Regulations, setting out material facts for the proposed Resolution forms part of this Notice.
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3) The MCA vide MCA circulars, has permitted the companies to conduct the Postal Ballot by sending the notice in electronic form only. Accordingly, physical copy of the Postal Ballot Notice along with Postal Ballot form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.
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4) Relevant documents referred to in the accompanying Notice of Postal Ballot and Explanatory Statement shall be available for inspection by Members of the Bank, on requests sent by them through e-mail to [email protected] from the date of circulation of this Notice up to the last day of receipt of assent/dissent date on the proposed Resolution.
Member who wish to inspect the documents are requested to send an email to [email protected] mentioning their Name, Folio No. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN Card attached in the e-mail.
- 5) The Notice of Postal Ballot is being sent to all the Members via e-mail, whose names appear in the Register of Members / List of Beneficial Owner as received from the Depositories, i.e., National Securities Depository Limited (“ NSDL” ) / Central Depository Services (India) Limited (“ CDSL ”) as on the cut-off date i.e. Friday, February 20, 2026 and whose e-mail addresses are registered with the Depositories/ Bank’s Registrar & Transfer Agent viz ‘MUFG Intime India Private Limited’ erstwhile ‘Link Intime India Private Limited’.
The Members can download the Notice of Postal Ballot from the website of the Bank at www.indusind.bank.in or website of NSDL at www.evoting.nsdl.com or from the website of BSE Limited on www.bseindia.com or from the website of National Stock Exchange of India Limited on www.nseindia.com or write to the Bank at email ID i.e. [email protected].
A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.
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6) Pursuant to Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules and Regulation 44 of SEBI Listing Regulations, as amended from time to time, the Bank is pleased to make available remote e-voting facility to all the Members of the Bank.
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7) The Bank has engaged services of NSDL for providing the remote e-voting facility to the Members.
The remote e-voting facility will be available at the link https://www.evoting.nsdl.com during the voting period mentioned hereunder:
Commencement of remote e-voting : At 9.00 a.m. on Thursday, February 26, 2026
End of remote e-voting : At 5.00 p.m. on Friday, March 27, 2026
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Remote e-voting shall not be allowed beyond 5.00 p.m. on Friday, March 27, 2026. During the remote e-voting period, Members of the Bank holding shares either in physical form or in dematerialized form as on the cut-off date may cast their votes electronically. The cut-off date for determining the Members entitled to vote through remote e-voting is Friday, February 20, 2026.
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8) The voting rights of the Members shall be in proportion to their shares in the total paid-up equity share capital of the Bank, as on Friday, February 20, 2026 subject to the provisions of the Banking Regulation Act, 1949 and relevant RBI guidelines.
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9) The Board, at its meeting held on February 24, 2026 has appointed Mr. Alwyn D’Souza holding Membership No. FCS 5559 and COP No. 5137 or failing him Mr. Jay D’Souza holding Membership No. FCS 3058 and COP No. 6915 of Alwyn Jay & Co., Company Secretaries, as the Scrutinizer for conducting the Postal Ballot remote e-voting process in a fair and transparent manner. You are requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5:00 p.m. IST on Friday, March 27, 2026 , failing which it will be strictly considered that no reply has been received from the Members.
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10) After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman of the Bank or a person authorized by the Chairman. The results of Postal Ballot shall be declared on or before Wednesday, April 1, 2026 and along with the Scrutinizer’s report, be displayed at the Registered as well as Corporate Office of the Bank, communicated to the Stock Exchanges and will also be uploaded on the Bank’s website at www.indusind.bank.in and on the website of NSDL at www.evoting.nsdl.com.
The proposed Resolution if approved, shall be deemed to have been passed on the last date of e-voting, i.e. Friday, March 27, 2026 .
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11) Resolution passed by the Members through Postal Ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.
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12) THE INTRUCTIONS FOR REMOTE E-VOTING
THE INSTRUCTIONS AND OTHER INFORMATION RELATING TO E-VOTING ARE AS UNDER:
The way to cast votes electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e voting system
A) Login method for e voting for Individual shareholders holding securities in demat mode
In terms of chapter VI-C on ‘e-voting facility provided by listed companies’ of SEBI Master Circular for compliance with the provisions of SEBI Listing Regulations dated January 30, 2026 individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual shareholders holding securities in demat mode withNSDL |
1. For OTP based login you can click onhttps://eservices.nsdl.com/ SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote duringthe remote e-voting period. |
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| Type of shareholders | Login Method |
|---|---|
| 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a personal computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under value added services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider i.e. NSDL and you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period. 3. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
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| Individual shareholders holding securities in demat mode with CDSL |
1. Users who have opted for CDSLEasi / Easiestfacility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon and New System Myeasi Tab and then enter your existing My Easi username and password. 2. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period. Additionally, there is |
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| Type of shareholders | Login Method |
|---|---|
| also links provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & new system My Easi Tab and then click on registration option. 4. Alternatively, the user can directly access e-voting page by providing demat account number and PAN No. from a e-voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-votingserviceproviders. |
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| Individual shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote duringthe remote e-voting period. |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk bysendinga request [email protected] call at 022 - 4886 7000 |
| Individual shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800-21-09911 |
B Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-voting website?
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Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a personal computer or on a mobile.
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Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com / with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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- Your User ID details are given below :
| Your User ID details are given below : | |
|---|---|
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-voting will open.
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Step 2: Cast your vote electronically on NSDL e-voting system.
How to cast your vote electronically on NSDL e-voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-voting period.
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Now you are ready for e-voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] / [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “ Upload Board Resolution / Authority Letter ” displayed under “e-voting” tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, AVP at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-voting for Individual shareholders holding securities in demat mode .
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013
SPECIAL BUSINESS
Appointment of Mr. Arijit Basu (DIN: 06907779) as Non-Executive Independent Director and Part-time Chairman:
Tenure of Mr. Sunil Mehta (DIN: 00065343) as Part-time Chairman of the Bank concluded on January 30, 2026.
The Board of Directors, upon the recommendation of the Compensation and Nomination & Remuneration Committee, had determined that Mr. Arijit Basu (DIN: 06907779) is fit and proper for appointment as ‘Non-Executive Independent Director and Part-time Chairman’ of the Bank, as per the norms prescribed by Reserve Bank of India.
The Reserve Bank of India vide letter dated January 19, 2026 approved the appointment of Mr. Arijit Basu as Non-Executive Independent Director and Part-time Chairman of IndusInd Bank, for a period of three years with effect from January 31, 2026 in terms of Section 10B(1A)(i) of the Banking Regulation Act, 1949, and the terms and conditions relating to his appointment, including fixed remuneration at ` 35 lakhs per annum in addition to payment of sitting fees for attending meetings of the Board and Committees of the Board.
The Board of Directors at its meeting held on January 23, 2026 appointed Mr. Arijit Basu as an Additional Director in the category of Non-Executive Independent Director and Part-time Chairman of IndusInd Bank Limited for a period of three years, with effect from January 31, 2026 up to January, 30, 2029 (both days inclusive) upon receipt of approval from Reserve Bank of India and recommendation of Compensation and Nomination & Remuneration Committee, subject to the approval of the Shareholders of the Bank.
Mr. Arijit Basu possesses the requisite qualification, skills, capabilities, experience and expertise in specific functional areas in terms of section 10A of the Banking Regulation Act, 1949 viz Banking and Financial Services.
Based on the declaration submitted by Mr. Arijit Basu, the Board opined that Mr. Arijit Basu is a person of integrity, has the necessary knowledge, experience and expertise for being appointed as the Non-Executive Independent Director and Part-time Chairman of the Bank and fulfils the necessary conditions specified in the Reserve Bank of India (Commercial Banks - Governance) Directions, 2025 dated November 28, 2025, the Companies Act, 2013, the Banking Regulation Act, 1949, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and other applicable rules and regulations for appointment as the Non-Executive Independent Director and Part-time Chairman of the Bank.
Mr. Arijit Basu has complied with the requirements of the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to enrolment of his name in the online databank of Independent Directors and the enrolment continues to be in force. Further, he is exempted from passing the online proficiency self-assessment test, as per the aforesaid rules.
Mr. Arijit Basu is not disqualified from being appointed as a Director, in terms of Section 164 of the Companies Act, 2013.
A brief profile of Mr. Arijit Basu and details of his remuneration are included separately in the Notice, as required pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards on General Meetings (SS-2).
The Board recommends the resolution as set out in the Notice of Postal Ballot to be passed by the Members as a ‘Special Resolution’. Mr. Arijit Basu is not related to any other Director of the Bank and shall not be liable to retire by rotation.
Pursuant to the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, consent of the Members is sought through postal ballot by way of Special Resolution.
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None of the Directors other than Mr. Arijit Basu or Key Managerial Personnel of the Bank or their relatives are deemed to be interested, financially or otherwise in the said Special Resolution.
By Order of the Board of Directors For IndusInd Bank Limited
Sd/Anand Kumar Das Company Secretary Membership No. F6950
Date: February 24, 2026 Place: Mumbai
Registered Office:
2401 Gen. Thimmayya Road (Cantonment), Pune - 411 001. CIN: L65191PN1994PLC076333 Tel: (020) 6901 9000.
Secretarial & Investor Services Cell:
701, Solitaire Corporate Park, Building No. 7, Ground Floor, 167, Guru Hargovindji Marg, Andheri (East), Mumbai – 400 093. Tel: (022) 6641 2487 / 2359 Email: [email protected] Website: www.indusind.bank.in
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Annexure to item listed in the Notice:
DETAILS OF DIRECTORS SEEKING APPOINTMENT THROUGH POSTAL BALLOT
[Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India]
| India] | |
|---|---|
| Name | Mr. Arijit Basu |
| DIN | 06907779 |
| Date of Birth | October 23, 1960 |
| Age | 65 years |
| Date of frst appointment on the Board of the Bank | January31, 2026, subject to approval of the Shareholders of the Bank |
| Qualifcations | Master of Arts (MA) |
| Brief Resume including experience | Mr. Arijit Basu holds a master’s degree in arts from the University of Delhi and has completed the course of Certifed Associate of Indian Institute of Bankers. Prior to his appointment as Chairman of the Board at IndusInd Bank, Mr. Arijit Basu served as Chairman of the Board of HDB Financial Services Ltd., a subsidiary of HDFC Bank Ltd. Mr. Arijit Basu retired as a Board Member and Managing Director of State Bank of India. Prior to that he was the MD & CEO of SBI Life Insurance Company Ltd. He currently also serves as an Independent Director on the boards of Prudential Plc, Peerless Hospitex and Hospital Research Centre Ltd. and CleanMax Enviro Energy Solutions Ltd. He is also a Senior Advisor to Ares Management Corporation and is a member of the Advisory Board of RazorpayInc. |
| Nature of his Expertise in specifc functional areas | Bankingand Financial Services |
| List of Directorships / Memberships / Chairmanships of Committees of other Boards |
|
| 1. Directorships in other entities: |
1. Peerless Hospitex and Hospital Research Centre Limited 2. CleanMax Enviro Energy Solutions Limited 3. Prudentialplc (Foreign company) |
| 2. Chairmanships of the Committees’ of other Boards |
None |
| 3. Membership of Committees of other Boards |
1. CleanMax Enviro Energy Solutions Limited : a) Risk Management Committee b) Nomination & Remuneration Committee c) Corporate Social Responsibility Committee 2. Peerless Hospitex and Hospital Research Limited: a) Audit Committee b) Project fnance Committee 3. Prudential Plc: a) Audit Committee b) SustainabilityCommittee |
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| 4. Resignation from the Listed Entities from the past threeyears |
HDB Financial Services Limited |
|---|---|
| 5. Number of Equity Shares held in the Bank as on February24, 2026 |
Nil |
| 6. Number of Board meeting attended in the year |
One (1) meeting as of the date of this Notice |
| 7. Relationship between Directors_inter-se_, Managers and Other Key Managerial Personnel of the Bank |
None |
| 8. Justifcation for appointment and skills and capabilities required for the role and the manner in which the proposes person meets such requirements |
As detailed in the explanatory statement annexed to this Postal Ballot Notice. |
| 9. Terms and conditions of appointment / re-appointment |
The Terms of Appointment are as proposed in the Resolution relating to appointment mentioned in this Notice |
| 10. Remuneration paid per annum |
Fixed remuneration of Rs. 35 Lacs per annum in addition to payment of sitting fees for attending meetings of the Board and Committee of the Board. |
| 11. Remuneration last drawn |
NA |
By Order of the Board of Directors For IndusInd Bank Limited
Sd/Anand Kumar Das Company Secretary Membership No. F6950
Date: February 24, 2026 Place: Mumbai
Registered Office:
2401 Gen. Thimmayya Road (Cantonment), Pune - 411 001. CIN: L65191PN1994PLC076333 Tel: (020) 6901 9000.
Secretarial & Investor Services Cell:
701, Solitaire Corporate Park, Building No. 7, Ground Floor, 167, Guru Hargovindji Marg, Andheri (East), Mumbai – 400 093. Tel: (022) 6641 2487 / 2359 Email: [email protected] Website: www.indusind.bank.in
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