Indian Overseas Bank Directors Report

2024-25

GLOBAL AND DOMESTIC

ECONOMIC ENVIRONMENT

After enduring a prolonged and unprecedented series of shocks, the global economy appeared to have slowly stabilized, however, the landscape has changed considerably as the governments around the world reorder their policies & priorities which caused uncertainties to climb a new highs, reflecting effective tariff rates at levels never seen before and making it a totally unpredictable environment. Trade is a key engine for global growth, accounting for 60% of global GDP in 2024. The current geopolitical situation and trade tariff related measures have exacerbated uncertainties clouding the economic outlook across regions, posing new headwinds for global growth and inflation.

Intensifying downside risks dominate the outlook, amid escalating trade tensions and financial market adjustments. Taking into consideration these prevailing global economic conditions, as per IMF estimation, global growth in the near term is projected to drop to 2.8% in 2025 and 3% in 2026 much below the historical 2000 to 2019 average of 3.7%. Despite global uncertainties and downward revisions in growth forecasts for other large economies, India is set to maintain its leadership in global economic growth. Supported by strong fundamentals and strategic government initiatives, the country is well-positioned to navigate the challenges ahead. With reforms in infrastructure, innovation, and financial inclusion,

India continues to enhance its role as a key driver of global economic activity. The IMFs projections reaffirm Indias resilience, further solidifying its importance in shaping the global economic future.

The RBI has kept its growth projection for Indias GDP at 6.5% for the FY 2025-26. Indias CPI inflation eased from 3.61% in Feb-2025 to 3.34% in Mar-2025. It is the lowest year-on-year inflation after Aug-2019. The RBI has forecast retail price inflation for FY 2025-26 at 4.0%, The RBI has reduced the repo rate to 6 %, signalling a shift in the monetary policy stance from “neutral” to “accommodate” to support economic growth. Liquidity has also been eased out in view of various steps taken by RBI. Earlier, it had also announced a reduction in the Cash Reserve Ratio (CRR) to 4.0 % in the wake of a positive outlook on inflation and to boost growth.

FINANCIAL PERFORMANCE

The Bank has continued its remarkable performance in Business as well as from profitability front during the financial year ended 2024-25. Total Business of the Bank, stood at 5,61,958 crores as on March 31, 2025, as against 5,04,923 crores, registering growth of 57,035 crores (11.30%) on YoY basis. Gross

Advances increased by 31,001 crores (14.15%) on YoY basis and stood at 2,50,019 crores as on March 31, 2025, as against 2,19,018 crores as on March 31, 2024. Total Deposits have increased by 26,034 crores and stood at 3,11,938 crores as on March 31, 2025, as compared to 2,85,905 crores as at the end of March 31, 2024.

Despite various challenges faced by the industry in mobilisation of low-cost CASA deposit, our bank could able to increase CASA Deposit by Rs. 10,653 Crore, registering a growth of 8.49 % YOY (Rs 1,36,161 Crore as on 31.03.2025 against Rs 1,25,508 Cr in the previous financial year. In this financial year Bank has successfully onboarded more than 39 lakh CASA customers helping the bank to maintain the CASA ratio at 43.65 % as on 31.03.2025 which is one of the best performance among the peer PSBs.

The Net Profit increased to 3,335 Crore for this financial year as against 2,656 crore as on 31.03. 2024 registering a growth of 25.56 %, it was supported by strong growth in Interest Income and Improvement in asset quality. The Net Interest Income (NII) increased by 10.79 % on Y-o-Y basis to 10,890 crore for the year ended 31.03.2025 as against 9,829 crore for the year ended 31.03.2024. The Net Interest Margin (NIM) of the Bank stood at 3.25 % for the financial year ended on 31.03.2025.

On the asset quality side, the Bank has successfully reduced both the Gross NPA & Net NPA. The Gross NPA of the Bank decreased to Rs 5,348 Crores (2.14%) as on 31.03.2025 from Rs 6,794 Crores (3.10%) as on 31.03.2024. Similarly, the Net NPA of the bank has significantly decreased from Rs 1,217 Crores (0.57 %) as on 31.03.2024 to Rs 912 Crores (0.37 %) as on 31.03.2025. Strong improvement in the asset quality helped the bank to reduce the NPA provision requirement by 69.18 % (from Rs 2,706 Crores as on 31.03.2024 to Rs 834 Crores for the current financial year). The credit cost of the bank substantially improved to 0.36 % as on 31.03.2025 as against 1.34 % in the last year. The provision coverage ratio (PCR) of the Bank improved by 45 bps to 97.30 % as on 31.3.2025 from 96.85 % as on 31.03.2024.

The Capital Adequacy ratio has improved by 246 bps to 19.74 % as on 31.03.2025 as against 17.28 % as on 31.03.2024 making it as one of the best in the industry and it is well above the regulatory requirement.

INCOME AND EXPENDITURE ANALYSIS

The Interest received on advances has increased by 14.83 % (YoY) to Rs.20,182 Crores for the full financial year ended on 31st March 2025 in comparison to Rs. 17,576 Crores received in the previous year ended 31st March 2024. Interest on investments has increased by 18.36 % to Rs. 7,038 Crores in FY 2024-25 as against Rs. 5,946 Crores in FY 2023-24. Total interest income has increased by 16.97 % to Rs. 28,131 Crores in FY 2024-25 as against Rs 24,050 Crores in FY 2023-24. Total income has increased by 13.36 % to Rs. 33,676 Crores in FY 2024-25 as against Rs 29,706 Crores in FY 2023-24. The Interest on Deposits stood at Rs.15,008 Crores for FY 2024-25 as compared to Rs. 12,609 Crores paid in the previous year. Interest on Borrowings has increased to Rs.2,232 Crores in FY 2024-25 as against Rs.1,611 Crores in FY 2023-24. Total Interest Expenses have increased to Rs. 17,241 Crores in FY 2024-25 as against Rs. 14,220 Crores in FY 2023-24. Total Expenses have increased by 8.92 % to Rs. 24,988 Crores in FY 2024-25 as against Rs 22,942 Crores in FY 2023-24.

The Net Interest Income (NII) increased by 10.79 % on Y-o-Y basis to 10,890 crore for the year ended 31.03.2025 as against 9,829 crore for the year ended 31.03.2024 The operating income has increased by 6.14 % to Rs 16,435 Crore in FY 2024-25 as against Rs 15,485 Crore reported in the previous financial year ended 2023-24. The Operating expenses decreased to Rs. 7,747 Crores in FY 2024-25 as against Rs.8,722 Crores in FY 2023-24.

Capital Adequacy Ratio

The Capital Adequacy ratio has improved further by 246 bps to 19.74 % as on 31.03.2025 as against 17.28 % as on 31.03.2024 which is well above the regulatory requirement.

Branch Network

The Bank has 3,335 Domestic Branches as on 31st March 2025 as against 3,236 Branches as on 31st March 2024, comprising of 929 Rural Branches (28%), 1011 Semi Urban Branches (30%), 681 Urban Branches (21%) and 714 Metropolitan Branches (21%). The Bank has 53 Regional Offices, 2 Extension Counters, 1 Satellite Office, 2 City Back Offices, 6 Nodal Audit Offices and 8 Retail Loan Processing Centre. During the year FY 2024-25, the Bank opened 101 branches and 7 Retail Loan Processing Centres across the country.

Capital:

• During the Financial Year 2024-25, the Bank has issued 35,41,77,539 equity shares having Face Value of 10 each for cash to Qualified Institutional Buyers(QIB) pursuant to Qualified Institutional Placement(QIP) in accordance with the provisions of Securities & Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended at a premium of 30.57 per share aggregating to Rs. 1,436.89 Crore. This has resulted in an increase of 354.18 Crore in the issued and paid-up Equity Share Capital and 1,078.60 Crore (net of share issue expenses 4.11 Crore) in Share Premium Account.

• The paid-up capital of the Bank stands at 19,256.59 Crore as on March 31st 2025. The Government of India shareholding stands at 94.61% as on March 31st 2025.

• During the FY 2024-25, Bank has not raised any Tier II Capital.

Dividend:

As per Audited Balance Sheet 31.03.2025, the Bank is having accumulated losses in its books. In view of the same, the Bank is not qualifying as per guidelines stipulated in RBI circular dated May 4, 2005 wherein the Bank need to comply Sections 15 of the Banking Regulation Act, 1949. Hence, Bank has not declared any dividend for FY 2024-25.

Market capitalization of the Bank:

Particulars	Market Capitalisation as on 31.12.2024*	Rank among listed entities
BSE Ltd.	1,09,375.96 Crore	88 (among top 100)
National Stock Exchange of India Ltd.	1,09,387.21 Crore	88 (among top 100)

CORPORATE GOVERNANCE:

The Board of the Bank is committed in adopting good Corporate Governance practices in letter and spirit. The Bank has a well-documented system and practice on Corporate Governance. A detailed report on Corporate Governance is given in a separate section of the Annual Report.

INVESTOR EDUCATION & PROTECTION FUND (IEPF):

• As per the guidelines of Ministry of Corporate Affairs (MCA), Government of India, the Bank has transferred Unpaid Dividend amount up to the FY 2013-14 to IEPF.

• Bank is complying with all guidelines/regulations laid down by the Regulatory Authorities and Government of India from time to time. The Bank redresses the shareholders grievances without any delay.

CHANGES IN THE DIRECTORS ON THE BOARD OF THE BANK:

The following changes took place in the Board of Directors of your Bank during the financial year 2024-25:

• Shri Kartikeya Misra ceased to be Director of the Board of the Bank i.e., 04.08.2024 who was appointed as Govt of India Nominee Director on the Board of the Bank by the Government of India w.e.f. 25.10.2023.

• Ms. Neelam Agrawal has been appointed as Govt of India Nominee Director on the Board of the Bank w.e.f. 05.08.2024.

• Shri B. Chandra Reddy, Shri Deepak Sharma & Shri Suresh Kumar Rungta are ceased to be Directors of the Bank w.e.f. 20.12.2024 upon completion of their tenure of three years

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2025:

• The applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

• Accounting Policies had been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Bank at the end of the financial year and of the profit and loss of your Bank for that period.

• Proper and sufficient care was taken for the maintenance of adequate Accounting Records in accordance with the provisions of the relevant Acts for safeguarding the assets of your Bank and for preventing and detecting fraud and other irregularities.

• The Annual Accounts were prepared on a going concern basis.

• Internal financial controls had been laid down to be followed by your Bank, and such Internal Financial Controls were adequate and were operating effectively. Explanation. For the purposes of this clause, the term “Internal Financial Controls” means the policies and procedures adopted by your Bank to ensure the orderly and efficient conduct of its business, including adherence to your Banks policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

• Proper systems were in place to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS

The business of the Bank is vested with the Board of Directors. The MD & CEO and EDs function under the superintendence, direction and control of the Board. The strength as on 31.03.2025 were 07 directors comprising one Non-executive Chairman, three whole time Directors, one GOI Nominee Director, one RBI nominee director, and one director elected from amongst the shareholders to duly represent their interest.

Position of the terms of the Directors during the FY 2024-25

Name	DOJ	DOR / Term Ends on	Designation
01 Shri Srinivasan Sridhar	21/02/2024	20/02/2027	Non-Executive Chairman & Part Time Non-Official Director
02 Shri Ajay Kumar Srivastava	01/01/2023	31/12/2025	Managing Director & Chief Executive Officer
03 Shri Joydeep Dutta Roy	31/01/2024	19/10/2025	Executive Director
04 Shri Dhanaraj T	10/03/2024	09/03/2027	Executive Director
05 Ms Neelam Agrawal	05/08/2024	UFO *	Govt. Nominee Director
06 Ms Sonali Sen Gupta	14/07/2023	UFO *	RBI Nominee Director
07 Shri Sanjaya Rastogi	03/12/2022	02/12/2025	Share Holder Director

During the FY 2024-25, the following Director tenure ended as below:

Name	DOJ	DOR / Term Ends on	Designation
01 Shri Kartikeya Misra	25/10/2023	04/08/2024	Govt. Nominee Director
02 Shri B Chandra Reddy	21/12/2021	20/12/2024	Part Time Non-Official Director
03 Shri Deepak Sharma	21/12/2021	20/12/2024	Part Time Non-Official Director
04 Shri Suresh Kumar Rungta	21/12/2021	20/12/2024	Part Time Non-Official Director

ACKNOWLEDGEMENT

The Board of Directors are grateful for the valuable guidance and support received from the Government of India, Reserve Bank of India, Securities and Exchange Board of India (SEBI), Stock Exchanges, State Governments, Financial Institutions and all Overseas Regulators. The Board of Directors acknowledge with thanks the valued Customers, Employees Union, Officers Association, domestic and international banking group, the shareholders & other stake holders for their valued support and continued patronage with the Bank. The Board also wishes to place on record its profound appreciation for the valuable contribution of the Banks Staff at all levels and looks forward to their continued involvement with commitment towards achieving the future goals.

Place: Chennai	For and on behalf of the Board of Directors
Date: 24th May, 2025
	Ajay Kumar Srivastava
	Managing Director & Chief Executive Officer