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IDFC First Bank Ltd			Industry : Banks - Private Sector


BSE Code:	539437	NSE Symbol:	IDFCFIRSTB	P/E(TTM):	19.73

ISIN Demat:	INE092T01019	Div & Yield %:	0	EPS(TTM):	3.17

Book Value(Rs):	50.0425338	Market Cap ( Cr.):	45770.92	Face Value(Rs):	10

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Dear Members,

Your Board of Directors are pleased to present the 10th Annual Report of IDFC FIRST Bank Limited (‘IDFC FIRST Bank' or the ‘Bank') together with the Audited Financial Statements for the Financial Year (‘FY') ended March 31, 2024.

STATE OF AFFAIRS OF THE BANK

The Bank has successfully diversified its overall business mix and added new product/ product variants during FY 2023-24. The Bank launched many new products in Retail as well as Wholesale Banking segments over the last three years and scaled them up during FY 2023-24. The achievements during the FY 2023-24 are mentioned below:

1. Growth in Funded Assets:

• The Banks' Loan Book is well diversified across 25 business lines. All key Business lines of the Bank are growing healthily.

• Funded assets (including advances & credit substitutes and net of IBPC) increased by 25% YoY from Rs. 160,599 crore as on March 31, 2023 to Rs. 200,965 crore as on March 31, 2024.

• The Bank has reduced its corporate (non-infra) loan book to 15% as on March 31, 2024.

• Infrastructure financing reduced by 39% on a YoY basis and now constitutes only 1.4% of total funded assets as on March 31, 2024.

• In line with strategy to reduce the concentration risk, the Bank has reduced its exposure to top 20 single borrowers to 6% as of March 31, 2024.

• Similarly, the Bank has reduced its exposure to top 5 industries also to 19% in March 31, 2024, which has further strengthened the balance sheet.

2. Growth in Retail Liabilities:

• The Bank is seen as a "high quality institution", with high focus on customer service, strong digital capabilities and high levels of corporate governance, attracting the customers to open an account with the Bank and enabling the Bank to grow deposits at a strong pace.

• Customer Deposits of the Bank increased to Rs. 193,753 crore as on March 31, 2024 as compared to Rs. 136,812 crore as on March 31, 2023, YoY increase of 42%.

• The total CASA Deposits increased to Rs. 94,768 crore as on March 31, 2024 from Rs. 71,983 crore as on March 31, 2023, YoY increase of 32%.

• Average CASA Ratio for FY 2023-24 stood at 45.58% as compared to 48.48% for FY 2022-23.

• The total deposits including certificate of deposits increased by 39% YOY to reach Rs. 200,576 crore as of March 31, 2024 from Rs. 144,637 crore as of March 31, 2023.

• Retail Deposits are now 78% of the overall customer deposits as of March 31, 2024, in line with the strategic priority to retailize the deposits.

• The Bank continues to run-down, the pre-merger legacy borrowings. It has reduced the dependence on certificate of deposits and is building a high quality retail deposits franchise.

• The Bank maintained incremental credit to deposits ratio of only 76.2% in FY 2023-24.

3. Growth in Core Earnings:

• Strong Net Interest Income (‘NII') Growth: For the full year, total NII increased by 30% to Rs. 16,451 crore in FY 2023-24 from Rs. 12,635 crore in FY 2022-23.

• Strong Net Interest Margin (‘NIM') improvement: The NIM (NIM = Net Interest Income as a % of interest earning gross of IBPC and sell-down) for the full year FY 2023-24 was at 6.36% as compared to 6.05% in FY 2022-23.

• Strong growth in Total Income (NII + Fees and Other Income + Trading Gain): The total income for the full year increased by 31% to Rs. 22,453 crore in FY 202324 from Rs. 17,102 crore in FY 2022-23.

• Healthy Growth in Core Operating Profit (Operating Profit Net of Trading Income): For the full year, the Core Operating Profit grew by 31% to Rs. 6,030 crore in FY 2023-24 from Rs. 4,607 crore in FY 2022-23.

• Provision: For the full year, total Provisions stood at Rs. 2,382 crore in FY 2023-24 as compared to Rs. 1,665 crore in FY 2022-23.

• Profit After Tax: The Net Profit for the FY 2023-24 was Rs. 2,957 crore as compared to Rs. 2,437 crore in FY 2022-23.

4. Strong Asset Quality of the Bank:

• Bank's Gross NPA ratio as of March 31, 2024 stood at 1.88% as compared to 2.51% as on March 31, 2023.

• Bank's Net NPA ratio as on March 31, 2024 stood at 0.60% as compared to 0.86% as on March 31, 2023.

• Provision Coverage Ratio including technical writeoffs was 86.58% as on March 31, 2024 as compared to 80.29% as on March 31, 2023. Net of technical write-off, the provision coverage ratio improved to 68.79% as on March 31, 2024 from 66.43% as of March 31, 2023.

Excluding the NPA in the infrastructure financing book which will run down in due course, the Gross and Net NPA of the Bank would be 1.55% and 0.42% and the PCR including technical write off would be 89.51%, as on March 31, 2024. Here, the provision coverage ratio, excluding technical write off, would be 73.42% as of March 31, 2024.

5. Improved Asset Quality on Retail, Rural & SME

Finance Book:

• Gross NPA ratio of this segment improved to 1.38% as on March 31, 2024 as compared to 1.65% as on March 31, 2023.

• Net NPA ratio of this segment improved to 0.44% as on March 31, 2024 as compared to 0.55% as on March 31, 2023.

• Provision Coverage Ratio (including technical write- offs) was 88.34% as on March 31, 2024 as compared to 82.43% as on March 31, 2023.

6. Strong Capital Adequacy:

• The Bank raised equity capital of ~ Rs. 3,000 crore from set of Marquee investors through Qualified Institutional Placement in October, 2023.

• Capital Adequacy Ratio stood at 16.11% with CET-1 Ratio at 13.36% as on March 31, 2024.

7. Strong Franchise:

• As on March 31, 2024, the Bank has built a national footprint through the operation of 944 branches (out of which 617 are Urban Branches and 327 are Rural Branches) across India, 263 asset outlets, 1164 ATMs and 754 Corporate Business Correspondent (‘BC') branches. The Bank added 135 new branches and 239 new ATMs during the year FY 2023-24.

Points of Presence comparison chart:

Particulars	FY 2023-24	FY 2022-23
Urban Bank Branches	617	487
Rural Bank Branches	327	322
ATMs (including Recyclers)	1,164	925
Asset Service Branches	263	260
Rural BC Branches (IDFC FIRST Bharat Limited)	638	614
Other BC Branches	116	189

• The Bank offers a wide gamut of products to cater to the needs of customers from all segments which can be viewed on our website at www.idfcfirstbank.com.

FINANCIAL HIGHLIGHTS

(Rs. in crore)

Particulars	FY 2023-24	FY 2022-23
Deposits	200,576	144,637
Borrowings	50,936	57,212
Investments	74,710	61,124
Advances	194,592	151,795
Total Assets/ Liabilities	296,115	239,942
Total Income	36,324	27,195
Profit Before Tax	3,855	3,267
Net Profit	2,957	2,437
Balance in Profit & Loss Account brought forward from previous year	(2,556)	(3,870)
Amount available for Appropriations	401	(1,433)
Appropriations
Transfer to Statutory Reserve	740	610
Transfer to Capital Reserve	21	96
Transfer to Special Reserve	64	65
Transfer to Investment Reserve	49	79
Transfer to Investment Fluctuation Reserve	215	274
Balance in profit and loss account carried forward	(688)	(2,556)
Capital adequacy ratio (Basel III)	16.11%	16.82%
Gross NPA %	1.88%	2.51%
Net NPA %	0.60%	0.86%

DIVIDEND

Though the Bank has distributable profits in terms of the Reserve Bank of India (‘RBI') Guidelines, there is a restriction under the Companies Act, 2013 (‘Act') which prohibits a company from declaring dividend in case of accumulated losses. The Bank has a debit balance in the Profit and Loss account of Rs. 687.84 crore as of March 31, 2024 and hence, the Board of Directors of the Bank (‘Board') has not recommended any dividend on Equity Shares for the FY 2023- 24.

In accordance with Regulation 43A of the Securities and Exchange Board of India [‘SEBI'] (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations'), our Bank has formulated a Dividend Distribution Policy, which ensures a fair balance between rewarding its members and retaining enough capital for the Bank's future growth.

This Policy is available on the Bank's website: www. idfcfirstbank.com under ‘Investors' -> ‘Other Investor Information' -> ‘Corporate Governance - Know More' -> ‘Policies' section.

CAPITAL

Authorised Share Capital

As on March 31, 2024, the Authorised Share Capital of the Bank was Rs. 753,80,000,000 comprising of 7,500,000,000 Equity Shares of Rs. 10 each and 3,800,000 preference shares of Rs. 100 each.

Paid-up Equity Share Capital Qualified Institutions Placement (‘QIP')

Basis approval of the Board at their meeting held on July 29, 2023 and by virtue of special resolution passed by the members of the Bank at the 9th Annual General Meeting (‘AGM') of the Bank held on August 31, 2023, the duly authorized committee of the Board at its meeting held on October 06, 2023 approved the issue and allotment of 332,409,972 Equity Shares of face value of Rs. 10 each to several marquee investors at an issue price of Rs. 90.25 per Equity Share (including a premium of Rs. 80.25 per share) aggregating to ~ Rs. 3,000 crore.

The Bank has fully utilized the amount raised through QIP for the purpose for which it was raised. The Bank has also ensured to comply with all legal/ statutory guidelines and procedures with respect to the aforesaid QIP.

Allotment of Equity Shares pursuant to exercise of stock options

During FY 2023-24, 119,392,065 Equity Shares of Rs. 10 each were issued and allotted to the eligible employees of the Bank pursuant to exercise of stock options granted under ‘IDFC FIRST Bank Limited Employee Stock Option Scheme 2015' (‘IDFC FIRST Bank ESOS - 2015').

As on March 31, 2024, the issued, subscribed and paid- up Equity Share capital of Bank was Rs. 70,699,238,530 comprising 7,069,923,853 equity shares of Rs. 10 each.

Subsequent to the year under review and as on date of this report, the Bank has allotted 1,335,534 Equity Shares of Rs. 10 each to the allottees upon exercise of stock options granted under IDFC FIRST Bank ESOS - 2015. Post the said allotment and as on date of this report, the paid-up Equity Share Capital of the Bank stands at Rs. 70,712,593,870 comprising 7,071,259,387 Equity Shares of Rs. 10 each.

Our Bank has not issued any Equity Shares with differential voting rights.

Issuance of ‘Basel III Tier-II Bonds' on Private Placement basis

In accordance with the powers granted by the Board, the duly authorized Committee of the Board had issued Tier II Bonds for an issue size of Rs. 1,500 crore. The Bonds were issued with 10 year door-to-door tenor with an annual Call Option beginning from the 5th year from date of allotment. The issue was successfully completed on June 27, 2023.

Capital Adequacy

Our Bank is well capitalised and has a Capital Adequacy Ratio under Basel III as at March 31, 2024 of 16.11% (as against the RBI minimum requirement of 11.50%) and with Tier-I Capital Adequacy Ratio being 13.36%. The Bank raised ~ Rs. 3,000 crore of fresh equity capital and Rs. 1,500 crore of Tier-2 capital during FY 2023-24.

With such capital buffer, our Bank continues to enjoy the highest levels of confidence from the Indian financial ecosystem including capital market participants, depositors and our customers.

Considering the strong growth opportunities in India (India is a growing emerging economy with under-penetrated market comprising large base of consumers and SMEs), the strong asset track record (combined with Capital First and IDFC Bank) with robust asset quality along with sustainable and granular liability franchise, our Bank is well placed to grow its business in the future.

As a Bank, it is our endeavour to be strong custodians of public depositors/ shareholders and to further strengthen the Balance Sheet immensely.

Ratings

The details of credit ratings obtained by the Bank along with revisions thereto, during the FY 2023-24, for various debt & financial instruments outstanding as on March 31, 2024, are disclosed in the Corporate Governance Report, forming part of this Annual Report.

PERFORMANCE AND CONTRIBUTION OF SUBSIDIARY AND ASSOCIATE COMPANIES

The Bank has one wholly owned Subsidiary Company, namely IDFC FIRST Bharat Limited (‘IFBL').

IFBL is acting as a Business Correspondent (‘BC') for distribution of the products of IDFC FIRST Bank and has given an added momentum to the financial inclusion plan of the Bank.

During FY 2023-24, IFBL has sourced loans worth Rs. 17,516 crore. IFBL reported a Profit After Tax of Rs. 58.41 crore for FY 2023-24 as against Rs. 47.61 crore for FY 2022-23 as per IND-AS.

IDFC FIRST Bank's policy for determining material subsidiaries is available on the Bank's website at www.idfcfirstbank.com under ‘Investors' -> ‘Other Investor Information' + ‘Corporate Governance - Know More' -> ‘Policies' section.

The Bank has only one Associate Company as on March 31, 2024, viz. Millennium City Expressways Private Limited, in which it holds 29.31% equity stake.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the Bank has prepared consolidated financial statements, which forms part of this Annual Report. The statement in Form AOC-1 containing the salient features of the financial statements of the Subsidiary and Associate Company of the Bank, also forms part of this Annual Report and is appended as ANNEXURE 1.

In accordance with the fourth proviso to Section 136(1) of the Act and Regulation 46(2)(s) of the SEBI Listing Regulations, the Annual Report of the Bank, containing standalone financial statements and the consolidated financial statements and all other documents required to be attached thereto are available on the Bank's website at www.idfcfirstbank.com under ‘Investors' -> ‘View All Annual Reports'.

Further, in accordance with the fifth proviso to the said section, the Annual Report of IFBL containing therein its audited financial statements has been hosted on the Bank's website at www.idfcfirstbank.com under ‘Investors' -> ‘View All Annual Reports'.

UPDATE ON THE AMALGAMATION OF IDFC LIMITED WITH BANK

The Board at its meeting held on July 03, 2023, had amongst others, approved the composite Scheme of Amalgamation of IDFC Financial Holding Company Limited into and with IDFC Limited, and Amalgamation of IDFC Limited into and with IDFC FIRST Bank Limited, and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013 and other applicable laws including the rules and regulations (‘Scheme').

The Share Exchange Ratio for the Amalgamation of IDFC Limited into and with IDFC FIRST Bank Limited shall be 155 Equity Shares (credited as fully paid-up) of face value of Rs. 10 each of IDFC FIRST Bank Limited for every 100 fully paid-up Equity Shares of face value of Rs. 10 each of IDFC Limited. The proposed Amalgamation will result in simplification of the Corporate Structure and the Equity Shareholders of IDFC Limited will directly hold Equity Shares in the Bank, thereby offering them larger free public float of the combined listed company.

The Bank has received approvals/no-objections from various regulatory and statutory authorities, as required in terms of applicable laws. Further, basis the Joint Company Scheme Application filed with the Hon'ble National Company Law Tribunal ('NCLT'), Chennai Bench, Chennai, the Bank has received the Order from NCLT, Chennai Bench, Chennai dated March 22, 2024, directing the Bank, to inter - alia convene the meetings of its Equity Shareholders and NonConvertible Debenture holders, on Friday, May 17, 2024, at 2:00 p.m. and at 4:00 p.m., respectively, for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the Scheme.

The update on Amalgamation of IDFC Limited with Bank is available on the website of the Stock Exchanges i.e. BSE Limited (‘BSE') and National Stock Exchange of India Limited (‘NSE') and on website of the Bank at at www.idfcfirstbank.com under ‘Investors' -> Composite Scheme of Amalgamation with IDFC Limited

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/ Re-appointment/ Cessation of Directors

All appointments/ re-appointments of Directors are made in accordance with the relevant provisions of the Act and the rules framed thereunder, the SEBI Listing Regulations, the Banking Regulation Act, 1949 ('Banking Regulation') and the rules, guidelines and circulars issued by the RBI from time to time. The Bank has in place a framework for Board Diversity, Fit & Proper Criteria and Succession Planning for appointment of Directors on the Board of the Bank.

The Nomination and Remuneration Committee of the Board (‘NRC') conducts due diligence before appointment of Directors and ensures adherence to ‘Fit and Proper' criteria, as prescribed by RBI.

Changes in the Board of the Bank during the Financial Year 2023-24, are as follows:

Mr. Vishal Mahadevia

Mr. Vishal Mahadevia (DIN: 01035771), was re-appointed as a Non-Executive Non-Independent Director of the Bank for his second term of 3 consecutive years commencing from December 18, 2023 upto December 17, 2026 (both days inclusive). The said re-appointment was approved by the shareholders of the Bank at the 9th AGM of the Bank held on August 31, 2023.

Mr. Mahendra N. Shah

Mr. Mahendra N. Shah (DIN: 00124629) was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Bank for a period of 1 year commencing from August 30, 2023 upto August 29, 2024 (both days inclusive). The said appointment was approved by the shareholders of the Bank through Postal Ballot on November 27, 2023.

Mr. Aashish Kamat

Mr. Aashish Kamat (DIN: 06371682), was re-appointed as an Independent Director of the Bank for his second term of 3 consecutive years commencing from December 18, 2023 upto December 17,2026 (both days inclusive). The said reappointment was approved by the shareholders of the Bank through Postal Ballot on November 27, 2023.

Dr. (Mrs.) Brinda Jagirdar

Dr. (Mrs.) Brinda Jagirdar (DIN: 06979864), was re-appointed as an Independent Director of the Bank for her second term of 1 year commencing from December 18, 2023 upto December 17,2024 (both days inclusive). The said re-appointment was approved by the shareholders of the Bank through Postal Ballot on November 27, 2023.

Ms. Matangi Gowrishankar

Ms. Matangi Gowrishankar (DIN: 01518137) was appointed as an Additional Director in the category of Independent Director of the Bank for a period of 4 consecutive years commencing from January 20, 2024 up to January 19, 2028 (both days inclusive), subject to approval of the shareholders of the Bank. The said appointment was approved by the shareholders of the Bank through Postal Ballot on March 27, 2024.

Mr. Madhivanan Balakrishnan

Mr. Madhivanan Balakrishnan (DIN: 01426902) was appointed as an Whole Time Director (Additional Director), designated as ‘Executive Director' and Chief Operating Officer' of the Bank, for a period of 3 consecutive years, commencing from June 20, 2023 upto June 19, 2026 (both days inclusive), subject to the approval of the shareholders of the Bank. The said appointment was approved by the shareholders of the Bank at the 9th AGM of the Bank held on August 31, 2023.

Mr. Madhivanan Balakrishnan tendered his resignation and ceased to be the Executive Director of the Bank with effect from the close of business hours on December 06, 2023.

Mr. Pradeep Natarajan- Application to the RBI for appointment as Whole-Time Director designated as Executive Director

The Board at its meeting held on December 30, 2023 had approved making of an application to the RBI for the appointment of Mr. Pradeep Natarajan (DIN: 10499651) as the Whole-Time Director designated as Executive Director of the Bank, for a period of 3 years and on such terms as may be approved by the RBI, and subject to approval of the shareholders of the Bank. The Bank has made an application to RBI for appointment of Mr. Pradeep Natarajan, as the Whole-Time Director designated as Executive Director of the Bank.

Mr. Ajay Sondhi

Mr. Ajay Sondhi (DIN: 01657614) tendered his resignation and ceased to be a Non-Executive Non-Independent Director of the Bank with effect from August 23, 2023.

Mr. Hemang Raja

Mr. Hemang Raja (DIN: 00040769) ceased to be an Independent Director of the Bank with effect from December 17, 2023, upon completion of his term as an Independent Director of the Bank.

Re-appointment of Director retiring by rotation

Dr. Jaimini Bhagwati (DIN: 07274047), Non-Executive NonIndependent Director whose office is liable to retire at the ensuing AGM, being eligible, seeks re-appointment in terms of the provisions of Section 152(6) of the Act. The resolution for the said re-appointment will form part of the Notice of ensuing AGM.

Brief profiles of all the Directors of the Bank are available on the Bank's website at www.idfcfirstbank.com under About Us' -> ‘Board of Directors'.

None of the Directors of the Bank are disqualified in accordance with Section 164 of the Act.

Further, the Bank has received certificate from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, Bank's Secretarial Auditor, certifying that during the Financial Year under review, the Board of the Bank is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors.

Also, as per the SEBI Listing Regulations, the Bank has received certificate from M/s. Bhandari & Associates, Practicing Company Secretaries, stating that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or any such other statutory authority.

As on the date of this report, in terms of Section 203(1) of the Act, Mr. V. Vaidyanathan, Managing Director & Chief Executive Officer (‘MD & CEO'), Mr. Sudhanshu Jain, Chief Financial Officer & Head - Corporate Centre and Mr. Satish Gaikwad, Head - Legal & Company Secretary are the Key Managerial Personnel (‘KMP') of the Bank.

Statement on Declaration by Independent Directors

The Bank had received declaration from all the Independent Directors (‘IDs'), at the time of appointment and also at the first meeting of the Board held in FY 2023-24, that they meet the criteria of independence specified under sub-section (6) of Section 149 of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations, for holding the position of ID and that they shall abide by the ‘Code for Independent Directors' as per Schedule IV of the Act. There has been no change in the circumstances affecting their status as ID. In the opinion of the Board, the IDs possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Bank.

Further, all the IDs of the Bank have complied by Rule 6 (Compliances required by a person eligible and willing to be appointed as an independent director) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, and have also declared their enrolment in the databank of ID maintained by Indian Institute of Corporate Affairs (‘IICA').

Familiarisation Programmes for Board Members

At the time of appointment, all Directors of our Bank are familiarized with their roles, responsibilities, rights and duties along with a brief overview of our Bank's operations in a nutshell.

The Board is further provided with necessary documents, reports and internal policies to enable them to familiarize with the Bank's procedures and practices. These include in particular, Board Committees Chart, Code of Conduct for Board of Directors, Code of Conduct for Prohibition of Insider Trading, Policy of Related Party Transactions, Details of payment of Sitting Fees to Non-Executive Director, etc. Also, a web-link to access the historical data on Financial Results, Annual Reports, Investor Presentation, Memorandum & Articles of Association of the Bank and other relevant regulatory documents is provided to the Directors.

Directors are given opportunity to attend to select programmes organized by reputed institutions e.g. Centre for Advance Financial Research and Learning, the Institute for Development and Research in Banking Technology, Indian Institute of Corporate Affairs etc.

Detailed presentations are made at the Board and Committee meetings on business and its performance of the Bank on a periodic basis, global business environment, business strategy and associated risks, responsibilities of the Directors, regulatory updates, etc.

Detailed presentations on the Bank's business and updates thereon were made at the meetings of the Board and Committees held during the year.

BOARD MEETINGS

The Board met 12 times during FY 2023-24, i.e. on April 29, 2023, June 20, 2023, June 26, 2023, June 27, 2023, June 30, 2023, July 03, 2023, July 29, 2023, October 28, 2023, December 06, 2023, December 30, 2023, January 20, 2024 and March 27, 2024, details of which alongwith attendance are given in the Corporate Governance Report, forming part of this Annual Report. The maximum gap between any two consecutive meetings were within the statutory limit of 120 days.

BOARD COMMITTEES

In compliance with various regulatory requirements, several Board-level Committees have been constituted to delegate matters that require greater and more focused attention.

Details on the constitution, brief terms of reference, meetings held and attendance of all the Board-level Committees are given in the Corporate Governance Report forming part of this Annual Report.

A brief overview of some of the Board-level Committees are furnished below:

Audit Committee of the Board (‘ACB')

The ACB met 6 times during FY 2023-24, i.e. on April 28, 2023, July 03, 2023 July 28, 2023, October 27, 2023, December 30, 2023 and January 19, 2024.

All recommendations made by the ACB during the year were accepted by the Board.

Further, the ACB comprised of the following members as on the date of this report:

Mr. Aashish Kamat	- Chairperson Independent Director
Mr. Pravir Vohra	- Member Independent Director
Mr. S. Ganesh Kumar	- Member Independent Director

Nomination and Remuneration Committee (‘NRC')

The NRC met 8 times during FY 2023-24, i.e. on April 26, 2023, June 20, 2023, July 26, 2023, October 26, 2023, December 06, 2023, December 30, 2023, January 17, 2024 and March 26, 2024.

The meetings held on April 26, 2023 & July 26, 2023 were adjourned to April 29, 2023 & July 28, 2023 respectively, to consider matters pending from the said original meeting.

Further, the NRC comprised of the following members as on the date of this report:

Dr. (Mrs.) Brinda Jagirdar	- Chairperson Independent Director
Mr. Aashish Kamat	- Member Independent Director
Ms. Matangi Gowrishankar	- Member Independent Director
Mr. S. Ganesh Kumar	- Member Independent Director
Mr. Vishal Mahadevia	Member Non-Executive NonIndependent Director

Remuneration Policy

The Bank has formulated and adopted the Remuneration Policies for the (i) Non-Executive Part-Time Chairman and Non-Executive Directors; (ii) Whole Time/ Executive Directors, Material Risk Takers, Key Managerial Personnel, Senior Management Personnel and Control Function and all other employees; (‘the Remuneration Policies'), in terms of the relevant provisions of the Act and rules made thereunder, SEBI Listing Regulations, Banking Regulation and the RBI guidelines issued in this regard, from time to time.

During the year, the Remuneration Policies were reviewed and approved by the NRC and the Board.

The Remuneration Policies have been hosted on the website of the Bank at www.idfctirstbank.com under ‘Investors' -> ‘Other Investor Information' -> ‘Corporate Governance - Know More' -> ‘Policies' section.

Weblink:

Remuneration Policy - (For Non-Executive Part-Time Chairman and Non-Executive Directors)

Remuneration Policy - (For the Whole Time/ Executive Directors, Material Risk Takers, Key Managerial Personnel, Senior Management Personnel and Control Function and all other employees)

All the Non-Executive Directors are paid sitting fees for attending meetings of the Board and its Committees, which are determined by the Board based on applicable regulatory provisions. Further, expenses incurred by them for attending meetings of the Board and Committees in person are reimbursed at actuals.

Pursuant to the relevant RBI guidelines and approval of the members, for FY 2023-24, a fixed remuneration of Rs. 19.80 lakh p.a. was paid to each of the Non-Executive Directors of the Bank, other than the Chairperson of the Bank, who was paid Rs. 24 lakh p.a.

Mr. Vishal Mahadevia and Mr. Mahendra N. Shah, NonExecutive Non-Independent Director(s), have opted not to receive any fixed remuneration and sitting fees from the Bank.

Stakeholders' Relationship, ESG and Customer Service (‘SRECS') Committee

The SRECS Committee met 4 times during FY 2023-24, i.e. on April 27, 2023, July 27, 2023, October 26, 2023 and January 18, 2024.

Further, the SRECS Committee comprised of the following members as on the date of this report:

Dr. (Mrs.) Brinda Jagirdar	- Chairperson Independent Director
Ms. Matangi Gowrishankar	- Member Independent Director
Mr. Pravir Vohra	- Member Independent Director
Mr. Sanjeeb Chaudhuri	- Member Independent Director
Mr. S. Ganesh Kumar	- Member Independent Director
Mr. V. Vaidyanathan	- Member MD & CEO

Corporate Social Responsibility (‘CSR') Committee

The CSR Committee met 4 times during FY 2023-24, i.e. on April 26, 2023, July 26, 2023, October 18, 2023 and January 17, 2024.

Further, the CSR Committee comprised of the following members as on the date of this report:

Mr. V. Vaidyanathan	- Chairperson MD & CEO
Dr. (Mrs.) Brinda Jagirdar	- Member Independent Director
Ms. Matangi Gowrishankar	- Member Independent Director
Mr. Sanjeeb Chaudhuri	- Member Independent Director

The Bank has formulated and adopted a CSR Policy which provides the focus areas (in accordance with Schedule VII of the Act) under which various developmental initiatives are undertaken and the same is available on the Bank's website at www.idfctirstbank.com under ‘Investors' -> ‘Other Investor Information' -> ‘Corporate Governance - Know More' -> ‘Policies' section.

The CSR initiatives of the Bank in FY 2023-24 were implemented directly or through various implementation agencies/partners. In order to achieve impact and scale, the CSR activities undertaken during the year mainly focused on areas: [a] Livelihoods, [b] Health and Sanitation, [c] Education [d] Environment and [e] Employee Volunteering Programme.

In terms of the provisions of the Act, the Bank was obligated to spent Rs. 16.80 crore in FY 2023-24, however the bank has spent Rs. 25.63 crore based on its commitment to CSR programs.

The Annual Report on CSR activities and details of amount spent or unspent by the Bank during FY 202324, in accordance with the CSR Rules, is attached as ANNEXURE 2 to this Report.

Risk Management Committee (‘RMC')

The RMC met 4 times during FY 2023-24, i.e. on April 28, 2023, July 28, 2023, October 27, 2023 and January 19, 2024.

Further, the RMC comprised of the following members as on the date of this report:

Mr. S. Ganesh Kumar	- Chairperson Independent Director
Ms. Matangi Gowrishankar	- Member Independent Director
Mr. Pravir Vohra	- Member Independent Director
Mr. Sanjeeb Chaudhuri	- Member Independent Director
Dr. Jaimini Bhagwati	Member Non-Executive Non-Independent Director
Mr. V. Vaidyanathan	- Member MD & CEO

RISK MANAGEMENT FRAMEWORK

Our Bank promotes a strong risk culture throughout the organization. A strong risk culture is designed to help reinforce the Bank's resilience by encouraging a holistic approach to management of risk & return and an effective management of risk, capital, and reputational profile. Consequent to the Amalgamation of erstwhile Capital First Group with IDFC Bank, effective December 18, 2018, Bank has re-aligned its key policies and Risk Framework forming an overall Risk Framework of the merged entity.

Our Bank has established a robust & effective risk governance framework to actively manage all the material risks faced by the Bank, in a manner consistent with the Bank's risk appetite statement. Our Bank aims to establish itself as an industry leader in the management of risks and strive to reach the efficient frontier of risk and return for the Bank and its shareholders. The Board has ultimate responsibility for the Bank's Risk Management Framework. It is responsible for approving the Bank's risk appetite, risk tolerance and related strategies and policies. The Board is assisted by RMC of the Board and its various management committees as part of the Risk Governance framework to ensure that our Bank has sound system of risk management and internal controls. The RMC assists the Board in relation to the oversight and review of the Bank's risk management principles and policies, strategies, appetite, processes, and controls. The RMC of the Board reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational risks etc. The Committee also reviews the Risk Appetite & Enterprise Risk Management framework, Internal Capital Adequacy Assessment Process (‘ICAAP') and Stress Testing. ICAAP & Stress Testing requires the Bank to undertake rigorous, forward-looking assessment of risks by identifying severe events or changes in market conditions which could adversely impact the Bank.

Our Bank has in place a Board approved Risk Management Policy. The Policy aims at establishing a risk culture and governance framework to enable identification, measurement, mitigation and reporting of risks within the Bank in line with the Bank's risk appetite, risk - return trade-off and the escalation & accountability framework. Having a comprehensive risk management framework in the Bank including well- articulated risk appetite statements, polices and robust stress testing program facilitates our Bank to manage any potential susceptibility to extreme but plausible business risk. Taking best use of the proactive risk assessment frameworks & risk mitigation techniques, our Bank has built adequate Capital and Liquidity buffers and ensured business continuity during stressed conditions.

Financial year 2023-24 was a dynamic year due to fast paced macro-economic changes. Inflationary pressure continued in the early months of the year leading to RBI changing its stance on liquidity from ‘accommodative' to ‘withdrawal of accommodation', thereby resulting in tightening of liquidity in the banking system. Despite this, the pace of credit offtake (YoY growth 20%) in the system was much higher than that of deposits (YoY growth 13%) growth in the banking system. The Bank's funded book grew ~25% (YoY), largely in line with the advances growth in the system. The Bank has been proactive in mobilising the required deposits. Through meticulous planning customer deposits grew by ~42%(YoY), which was much higher than that of the banking sector. This has helped the Bank to bring down its Credit to Deposit Ratio below 100% for the first time. The Bank has been very vigilant and proactive in managing its credit quality of the book. Both Gross NPA and Net NPA saw a significant improvement during the year. The Bank had maintained optimal liquidity throughout the year to support its funding requirements. The same is reflected through healthy LCR and NSFR levels. The Bank has taken numerous initiatives to diversify its product suite on both asset and liability side to balance the portfolio and avoid concentration risks on both the sides.

To contain the growth in unsecured advances in the banking system, RBI had increased risk weights on bank's credit to NBFCs and consumer credit during the year. Despite increase in risk-weights by RBI on NBFCs and consumer credit segments, the Bank was able to maintain healthy Capital Adequacy ratio during the year.

The strong Tier-I capital position of the Bank is a source of competitive advantage and provides assurance to regulators, credit rating agencies, depositors, and members. Capital management practices are designed to maintain a risk reward balance, while ensuring that businesses are adequately capitalized to absorb the impact of stress events including pandemic risks. Our Bank has continued to proactively work on the resolution of the stressed asset portfolio and has further reduced the position. Our Bank has also de-risked the portfolio by diversifying the credit portfolio and focusing more on granular exposures. The Bank has been continuously working towards ensuring that the asset growth is funded by diversified & granular stable funds, is adequately capitalized and asset quality is maintained within the acceptable threshold.

INTERNAL FINANCIAL CONTROLS

The Bank has adequate internal controls and processes in place with respect to its financial statements that provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications which also ensure the orderly and efficient conduct of the Bank's business, including adherence to Bank's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The controls and processes are being reviewed periodically. The Bank has a mechanism of testing the controls and processes at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

RELATED PARTY TRANSACTIONS

The Bank has always been committed to good corporate governance practices, including matters relating to the Related Party Transactions (‘RPTs'). All the RPTs that were entered into during the financial year were on an arm's length basis and were in ordinary course of business. Transactions entered into by the Bank with related parties in the normal course of its business were placed before the ACB. Prior omnibus approval for normal banking transactions is also obtained from the ACB for the RPTs which are repetitive in nature as well as for the normal banking transactions which cannot be foreseen. A statement giving details of all RPTs, entered pursuant to the omnibus approval so granted, is placed before the ACB for their review.

The Bank has not entered into any material financial or commercial transactions with its subsidiaries and other related parties as per Accounting Standard - 18 and the SEBI Listing Regulations that may have potential conflict with the interest of the Bank at large.

In terms of Regulation 23(9) of the SEBI Listing Regulations, the Bank submits the disclosure of RPTs, in a prescribed format, on half yearly basis to the Stock Exchanges and updates its website accordingly.

There were no transactions entered into individually or taken together with the previous transactions during the financial year with related parties, which were not in the normal/ ordinary course of the business of the Bank, nor were there any transactions with related parties or others, which were not on an arm's length basis. Hence, pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, there are no RPTs to be reported under Section 188(1) of the Act. Hence, Form AOC-2 is not applicable to the Bank.

Pursuant to the provisions of the Act and the rules made thereunder, SEBI Listing Regulations, the Bank has in place a Board approved policy on related party transactions. The said policy is also uploaded on the Bank's website at www.idfcfirstbank.com under ‘Investors' ? ‘Other Investor Information' ? ‘Corporate Governance - Know More' ->‘Policies' section.

INFORMATION/ CYBER SECURITY FRAMEWORK

IDFC FIRST Bank since its inception has put in place a robust Information/ Cyber Security Framework. The Bank has Information Security woven into its banking platform and seamlessly merges both culturally and technologically.

The Bank has strategically invested in a diverse team comprising security partners, subject matter experts (SMEs), specialist teams, and robust processes to orchestrate, construct, manage, and oversee the Information Security operations of the Bank.

The Bank has put in place state of the art security technologies including several industries ‘firsts' technology solutions and adopted ‘defence in depth' approach & industry best practices as part of its security framework and architecture.

This year, while continuing on its journey to continually mature its posture, Bank's focus will continue to be on consolidation and improving its deployment posture of the technologies invested in the previous years.

Bank continued to maintain and upkeep its compliance posture to standards such as ISO 27001 ISMS (Information Security Management System), PCI DSS (Payment Card Industry Data Security Standard) and regulatory requirements. Given the changing threat landscape, the attempt is to progressively move towards maturity of proactive and adaptive platforms for automated detection, response, recovery and resilience.

BOARD EVALUATION

The Board members carries out an annual evaluation of the Board, Board Committees, and Individual Directors, including Chairperson, pursuant to the provisions of the Act and the SEBI Listing Regulations.

The evaluation brings out the cohesiveness of the Board, a Boardroom culture of trust and co-operation, and Boardroom discussions which are open, transparent and encourage diverse viewpoints. Other areas of strength includes effective discharge of Board's roles and responsibilities.

The detailed process indicating the manner in which the annual evaluation has been carried out pursuant to the SEBI Listing Regulations and Act, is provided in the Corporate Governance Report, which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as required by Regulation 34(2)(e) of the SEBI Listing Regulations, forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Directors are committed to achieve the highest standards of Corporate Governance. A separate section on Corporate Governance standards followed by our Bank and the relevant disclosures, as stipulated under the SEBI Listing Regulations, Act, and rules made thereunder forms part of this Annual Report.

A certificate from the Secretarial Auditors of the Bank, M/s. Makarand M. Joshi & Company, Practicing Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is enclosed in the Corporate Governance Report and forms part of this Annual Report.

CEO & CFO

Certification

A certificate issued by Mr. V. Vaidyanathan, MD & CEO and Mr. Sudhanshu Jain, Chief Financial Officer & Head - Corporate Centre of the Bank, in terms of Regulation 17(8) of the SEBI Listing Regulations, for the year under review was placed before the Board and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report ("BRSR"), in terms of Regulation 34(2)(f) of the SEBI Listing Regulations, describing the initiatives taken by IDFC FIRST Bank from an environmental, social and governance perspective is hosted on the Bank's website at www.idfcfirstbank.com under ‘Investors' -> ‘View All Annual Reports' and constitutes a part of this Annual Report. Further in terms of the said regulation the Bank has obtained reasonable assurance on BRSR Core from TUV India Private Limited ("TUV"). The assurance statement issued by TUV forms part of the BRSR provided on the website.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, it is hereby confirmed that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them 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 the Bank as on March 31, 2024 and of the profit of the Bank for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

Being a Banking Company, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, as amended, read with Sections 73 and 74 of the Act, are not applicable to our Bank.

As per the applicable provisions of the Banking Regulation details of the Bank's deposits have been included under Schedule 3 - Deposits, in the preparation and presentation of the financial statements of the Bank.

PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS

Pursuant to Section 186 (11) of the Act, the provisions of Section 186 of the Act, except sub-section (1), do not apply to a loan made, guarantee given, or security provided, or any investment made by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 - Investments of the Financial Statements as per the applicable provisions of the Banking Regulation.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS

The Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

During the year under review, no instances of fraud committed against the Bank by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors under Section 143(12) of the Act to the Audit Committee or the Board.

The details of provisioning pertaining to Fraud Accounts during the year under review are provided in Note No. 18.05(g) to the Standalone Financial Statements as at March 31, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Detailed initiatives taken for environmental management and conservation of energy has been mentioned in the Business Responsibility and Sustainability Report, which is hosted on the Bank's website at www.idfcfirstbank.com under ‘Investors' -> ‘View All Annual Reports'.

Also, our Bank has been increasingly using information technology in its operations, for more details, please refer Management Discussion and Analysis Report, which forms part of this Annual Report.

Further, Foreign Exchange earnings and outgo are part of the normal banking business of the Bank.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status or the operations of the Bank.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE BANK

There are no material changes and commitments, affecting the financial position of the Bank between the end of the financial year of the Bank i.e. March 31, 2024 and the date of the Board Meeting in which the Directors' Report was approved i.e. April 27, 2024.

INTERNAL OMBUDSMAN

In compliance with regulatory guidelines, the Bank has appointed Mr. Sharad Vinayak Rao Patil as Internal Ombudsman for a period of 3 years with effect from December 1, 2021, as per the Internal Ombudsman Scheme, 2018 to enhance our Bank's customer grievance redressal mechanism and to improve service delivery.

EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is appended as ANNEXURE 3.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of this Annual Report.

In accordance with the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to the members of the Bank and others entitled thereto. Any member interested may obtain the said statement by writing to the Company Secretary of the Bank.

Employee Stock Option Scheme

IDFC FIRST Bank ESOS - 2015 was framed with an object of encouraging higher participation on the part of employees in the Bank's growth and success. An effective stock option scheme enables retention of talent and aligning employee interest to that of the shareholders.

There were 253,802,866 stock options outstanding at the beginning of FY 2023-24. During FY 2023-24, 72,448,105 stock options were granted to the eligible employees under IDFC FIRST Bank ESOS - 2015.

Further, 28,332,175 stock options had lapsed/forfeited and 119,392,065 stock options were exercised during the year ended March 31, 2024. Accordingly, 178,541,835 stock options remained outstanding as on March 31, 2024. All stock options vests in a graded manner and are required to be exercised within a specific period in accordance with IDFC FIRST Bank ESOS - 2015 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [‘SEBI (SBEB & SE) Regulations'].

There has been no material change in IDFC FIRST Bank ESOS - 2015 during FY 2023-24 and the said IDFC FIRST Bank ESOS - 2015 is in compliance with the SEBI (SBEB & SE) Regulations.

The details and disclosures with respect to ESOS as required under SEBI (SBEB & SE) Regulations and circulars issued thereunder, have been uploaded on the Bank's website www.idfcfirstbank.com under ‘Investors' -> ‘View All Annual Reports'.

Further, disclosure as per the ‘Guidance Note on Accounting for Employee Share-based Payments' issued by the Institute of Chartered Accountants of India, are appearing under the Note 18.22 to the Standalone Financial Statements of IDFC FIRST Bank, forming part of this Annual Report.

STATUTORY AUDIT

The Reserve Bank of India vide its Circular No. RBI/2021- 22/25 Ref. No. DoS.CO.ARG/ SEC.01/08.91.001/2021- 22 dated April 27, 2021, had issued the Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (‘RBI Guidelines').

Pursuant to the RBI Guidelines, the Bank is required to appoint at least two (2) Joint Statutory Auditors, considering its asset size (i.e. more than Rs. 15,000 crore). Accordingly, the Members of the Bank at their 7th AGM held on September 15, 2021, had approved the appointment of MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) as one of the Joint Statutory Auditors of the Bank, for a period of 3 years, i.e. from the conclusion of 7th AGM until the conclusion of the 10th AGM.

Also, pursuant to expiry of term of B S R & Co. LLP (Firm Registration No. 101248W/ W-100022), the Members of the Bank at their 8th AGM held on August 5, 2022, had approved the appointment of Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166) as one of the Joint Statutory Auditors of the Bank, for a period of 3 years, i.e. from the conclusion of 8th AGM until the conclusion of the 11th AGM.

In terms of RBI Guidelines, the appointment of Kalyaniwalla & Mistry LLP, is subject to it satisfying the eligibility norms and approval of the RBI, each year. Accordingly, the Board of Directors of the Bank recommends to RBI for approval, the re-appointment of Kalyaniwalla & Mistry LLP, for its 3rd year, as one of the Joint Statutory Auditor.

Since MSKA & Associates would be completing 3 years of continuous association with the Bank at the conclusion of the 10th AGM, which is maximum permitted tenure as per RBI Guidelines, the Bank is required to appoint a new Joint Statutory Auditor in place of MSKA & Associates. Accordingly, the Bank is in the process of identifying the Statutory Auditor in place of MSKA & Associates.

Further, in terms of the provisions of Section 139 of the Act, the appointment of Statutory Auditors is subject to approval of Members. Accordingly, the proposal of appointment of one of the Joint Statutory Auditor will be placed in place of MSKA & Associates before the Members of the Bank at the ensuing AGM for their approval and would be forming part of the AGM Notice.

Auditors' Report

There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Bank had appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Bank for the financial year ended March 31, 2024.

The Bank provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report is appended as ANNEXURE 4 to this report.

There were no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report for the financial year ended March 31, 2024.

CONCURRENT AUDIT

Our Bank has a regular and well-defined process of concurrent audits for important functions such as treasury, trade finance operations, retail operations, wholesale operations, information technology, data center, etc. in line with the extant regulatory guidelines. Reputed Chartered Accountant/ CERT-IN certified firms carry out these Concurrent Audits. Key findings of these audits are placed before the Audit Committee of the Board on a quarterly basis.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Bank's website www.idfcfirstbank.com under ‘Investors' -> ‘View All Annual Reports'

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Bank has implemented a Whistle Blower Policy in compliance with the provisions of the SEBI Listing Regulations, the Act and RBI notification on Introduction of ‘Protected Disclosures Scheme for Private Sector and Foreign Banks'. Pursuant to this policy, the Whistle Blowers can raise concerns relating to reportable matters (as defined in the policy) such as breach of IDFC FIRST Bank's Code of Conduct, employee misconduct, fraud, illegal, unethical, imprudent behavior, leakage of UPSI, corruption, safety and misappropriation or misuse of Bank funds/ assets, etc.

Further, the mechanism adopted by the Bank encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower to those who avail such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. During the year, no person has been denied access to the Audit Committee of the Board.

The Audit Committee reviews the functioning of the Vigil Mechanism from time to time. The Bank has formulated a Vigilance Policy for effectively managing the risks faced by the Bank on account of corruption, malpractices and other misconducts.

The Whistle Blower Policy is available on the Bank's website at: www.idfcfirstbank.com under ‘Investors' -> ‘Other Investor Information' -> ‘Corporate Governance - Know More' -> ‘Policies' section.

The Whistle Blower Policy is communicated to the employees and is also posted on the Bank's intranet.

Mr. Nilesh Doshi is the Chief Vigilance Officer of the Bank.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Our Bank has complied with the provisions relating to constitution of Internal Committee to investigate and inquire into sexual harassment complaints in line with ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013'.

Our Bank has in place a policy on Anti-Sexual Harassment, which reflects the Bank's zero-tolerance towards any form of prejudice, gender bias and sexual harassment at the workplace. Our Bank undertakes ongoing trainings to create awareness on this policy.

The Bank conducts online training for its employees in order to understand the Policy on Prevention of Sexual Harassment and framework for reporting and resolving instances of sexual harassment, details of which have been mentioned in the Business Responsibility and Sustainability Report, which is hosted on the Bank's website at www.idfcflrstbank.com under ‘Investors' -> ‘View All Annual Reports'.

There were ‘Nil' cases/complaints reported during the year.

AWARDS AND RECOGNITIONS

During the year under review, our Bank was recognized in various ways and the significant awards presented to our Bank are listed below:

• Excellence in Onboarding Program - The Economic Times Human Capital Awards

• Asset Triple A Treasurise Awards 2023

• Most Preferred Workplace of 2023-24 - 3rd edition of Most Preferred Workplace Awards 2023 by Team Marksmen

• Sustainability Summit & Awards 2023 by UBS Forums

• ESG Summit & Awards 2023 by Transformance Forums

• Two ‘National Awards for Excellence'

• Best Digital Bank at FE India's Best Banks Awards 2023

• IDFC FIRST Bank wins the prestigious Golden Peacock Award for ESG (National) for 2023

• CFI Award for Outstanding Commitment to ESG Performance in 2023

• ‘Digital Sourcing & Decisioning Excellence' award at Lentra CNBC-TV18 Digital Lending Summit

• Aegis Graham Bell Award for ‘Innovation In Banking'

• India's Leading Private Bank (Mid) award at the Dun & Bradstreet - BFSI & FinTech Awards 2024

• SKOCH Award in the Financial Inclusion Category

• Best Corporate Governance Award for 2023

GREEN INITIATIVE

To support the ‘Green Initiative', the members who have not updated their e-mail addresses are requested to update the same with their respective Depository Participants (DPs), in case shares held are in electronic form or communicate their e-mail address to the Registrar and Share Transfer Agent i.e. KFin Technologies Limited or to the Bank, in case shares are held in physical form, so that future communications can be sent to members in electronic mode. Note on Green Initiative forms part of the 10th AGM Notice.

ACKNOWLEDGMENT

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Reserve Bank of India and other government and regulatory agencies. The Board would also like to take this opportunity to express appreciation to its valued customers for their continued patronage and to the members of the Bank for their continued support.

Your Directors sincerely acknowledge the commitment and hard work put in by all employees of the Bank through its transformational journey. Their valuable contribution has enabled the Bank to make signiflcant progress towards building a great institution.

For and on behalf of the Board of Directors of
IDFC FIRST Bank Limited
	Sanjeeb Chaudhuri
Date : April 27, 2024	Chairperson
Place : Mumbai	DIN:03594427