Indian Overseas BankNSE: IOB

Corporate Governance Report as on 31.03.2025

· Issued by Indian Overseas Bank

Indian Overseas Bank

i. Nome o ratea Eg- motor ovzxszcs cxH‹

2. Quzafer endlng - 3t.03.2025



Category

No of

Number of memberships

No of post of

(chaiq>enon

y Executive/

Date of

Dole of

No of

Directorship Tn listed entities

lndepen dent

D tor

in Audit/

Stakeholder Committee(s

Chairperson In

Audit/ Stakeholder Committee held in

Non-

Appoint

Re-

Dote of

Tenure"

Dote of

ncluoing this

ship in

) Including

fisted enthles

Executive /

ment

appoint

Cessation

Birth

listed entity

listed

this Ikted

including this listed

independent

/ Nomlneej &

ment

{in reference fo Rego/ofion

/ZA////

entitles inclucllng fhls listed entity

entity {eefer Regukjfion 26(I) of

L/sfing eeou/ofionsJ

entify. (eefer eegukz/ion

26//j of Listing

eegv/ofions)

Executive Choiznon

I. Com zos¥lon at goard ol Dkectors

QUAATOgtY COMPLIANCE REPORT ON CO¥POBATE COVEkNANC£

ANNEXURE I

(ktr. y Msl

Nome of the Director

PAN $ & DIN

f•r.

Mr.

Me.

Ms.

Ms.

Srinivasan Srldhar

»joy Kumar Snvodava

Joydeep Du11a Roy

Nee'lom Agrawal

Sonaii Sen Gupta

AHHPS9245F 07240718

A AUPS2576B 08946309

ACNPD5215F 8055872

AJTPD7175R

AMSPA63J 4P

AtsPSI y96C

& Part lime Non-

Director

Whole time Director/ MD&CEO

Whole time Dkector/ Executive Director Whole time Director/ Executive Dkeclcx Nominee (Govt

Director) Nominee (RBI nominee Drecfor)

Non-Executive /

21.02.2024

01.01.2023

30.0L2024

20.10.2014

10.03.202d

14.07.2023

31.12.2025

19.10C025

09.03 7

UnM Further Orders

Until Further Orders

03.05.1960

15..1967

01.07.1972

20.05.1P70

07.11.1979

04.09.T 968

4 @ NQ

Mr.

Sonjayo Rastogt

ABTPR1949P

Share holder Dkector

03.12.2022 Fat u›ver»aas

Indian Overseas Bank

dimctor Ills into more hon one category write all co/egorfes separating them wifhi hyphen

* to De fftled only for Independent Director. TenUre would mean fatal period from which inoepenoent Director is carving on Booro of ctirectors of the listed entity in confinv/fy w/fhouf any coo/ing off perioo.

PAN numDer of any c/irector wou/c/ not be disp/ayed on fee website o/ Stock Exchange

a category of director means executive/non-executive/incfependent/Nominee. ifa

_

_ _ _

_

_

_

Whether Regular Chairperson •Ppointed - Yes

whether Chairperson is related to managing dkector or CEO - No



^ The term of Ofrice of Shri Joydeep Dutta Roy, Executive Dkector was extended fora period of T year beyond 20.10.2024 and until further orders whichever is earlier.

# Listed companies in which Shri Srinivasan Sridhar is Independent Director are: (i) Oracle Financial Services Software Ltd, (i) Nylon Ltd. (i) Graphite India Ltd. (iv| Indian Overseas BonK

Non-Ltstea Companies in which Shri Srinivasan Sridhar Holds Substantial Interest include (§ M/s Vivriti Capltol Ltd (i!} Oliver Wyman. Shri Srinivasan Sridhar is also on the Baord of Finca, Azerbaijan

6 Shri Srinivasan Sridhar is member of ACB in Graphite India Ltd, member of ACB & SRC in Ni1on Ltd and member of ACB in Oracle Financial Services Software Lid.

ii. Composition of Commlffees

Name of Commltfee

Whether

Regular Chame‹son

appointed

Nome of Committee members

Category (Chairperson/Executive/

NOn-Executive/Independent/ Nominee) $

Date oi Appointment

Date of Cessation

I . Audlt Committee

NO



Nil

Nil

NII



2. Nom1nolon &

Remuneaton Ccxnmltee (NRC)

Yes

I . Shri San|aya Rastogi

  1. Shri Srinivasan Sridhar

  2. Ms Neelam Agrawal

Chairman - Share hooer Director

Part time Non-Official Director Government of India Nominee Director

03.12.A22

2L022O24

05082024

02. 12.2025

20.02.2027

until further orders

4. Risk Monogemenf C ommitfee

NO



Nil

Nil

Nil

Nll

5. Stakeholders eelotlonship

committee

Yes

I . Shri Sanjoya Rastogl

  1. Shri Joydeep Dutta Roy

  2. Shri Dhanaraj T

Chairman- Shareholder Director

Executive Director Executive Director

03.12.2022

3 .01.2024

10.03.2024

02122X5

2010A2

09032027

$ Category of direclors means executive/non executive/independent/Nominee. ifa director fits into more than one category write all categories seporating tnem with hyphen

/t/tACB & RRCB have been reconstituted on 22.04.2025 añer renominalion of 3 Independent Directors on 11.04.2025.





I ACS No.707





HOW Indian overseas Bank

of 4



Indian Overseas Bank



Date|s) of Meeting gif any} in the previous quarter

Dcfte/sJ ot wheeling

(It any) in the

relevant quarter

Wnetherrequiremenf of

Ouorum mef" (Yes / No)

Humber of Drectors Present"



Number of independent directors' present"

Maximum gap oefween any fwo

consecufives min number of ooys}



20.0J.2025

Yes





06.11.2024

30.11.2024

18.02.2025

19.03.2025

Yes Yes

28 doys

t8.12.2024

" To oe fi/fed in on/y for the curren/ quarter meetings



Dote/sy of meeting of fhe

committee in tfie re/evonf quarter

Whether requirement of Quorum mef° (Yes / No)

Number of Dkectors Present°

Number of lndepenoent dkectors present°

Oofe/sj of meeting of fhe

commiffee in fhe previous quor/er

Maximum gop between my fwo

consecufive meefings in number of doys'

AUDIT COMMITTEE Of- THE BOARD

NIL

NA

Placed Directly to 8oord under specio1 provisions contained in poro cs of N( ationalised Banks

Miscellaneous Provisions) Amendment Scheme,2021

17.10.2024

05.11.2024

NOMINA7ION & fiEMUNER7TION

COMMITTEE

27.03.2025

Yes

3

2

(Not convened during the previOus

quorter)

RISK MANAGEMENT COMMITTEE

NIL

NA

Ploced Dkectly to Board under special provisions contained in para 4A of ñiationogsed Banks (Management & Miscellaneous Provisionsj

Amendment Scheme,2021

17.12.2024

STAKEHOLOERS RELATIONSHIP

COMMfFTEE

1702?025

Yes

3

2

06.11.2024

102

" 7his information was fo mandaforify' be given far aucfif commñYee. for rest of the comm//Yees gN'ing

  • fo be fi/led in only for current quarter meetings

For

io

Indian Overseas Bank



Indian Overseas Bank

V. 9EI.ATED PARTY TRANSACTIONS

SUBJECT

Complionce Status (Yes/No/NAj refer note below

Whether prior opr›roval of Audit Committee obtained

NA

Whether shareholder approval oDtalned for material RPT

Whether details of RPT en1ered into pursuant to omnibus opprovol have been reviewed Dy Audit Committee

Note: 1. In The column "Compliance Status", compliance or non-complionce may be indicated Dy Yes/No/NA. For example, if the Board hos been composed in accordance with the requremenfs of

Listing Regulations. "Yes" moy be indicated. Similarly, in case the Listed Entity has no related party transoctions, the words "NA" may De indicated.

2. If status is "No" details of non-complicince may be given here.

  1. The composition of Board of Directors is in terms of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970

  2. The composition of the following committees is in terms of RBI / GOI guidelines.

    1. Nomination & Remuneration Committee

    2. Aoclit Committee of the BOOfd

    3. Risk Management Committee of the Board cl. Stakeholder Relationship Commiftee

  3. The committee members have been made aware of their powers. role and responsib ties in terms of the relevant guidelines / regulations, as may be applicable.

  4. The meetings of the Boarcl of Directors and the above Committees have been conducted in the manner as specified in the relevant Statutes / Scheme / RBI / MOF Guidelines. as may be applicable.

  5. The Bank has placed theprevious Quarter Report Defore the Boarcl ancl Board has noted the some.

VI. Affirmations

FOR ONWARD SUBMISSIOH TO STOCK EXCHANGE BY INVESTOR RELATION CELL



(PRANAY KUMAR)

ASSISTANT GENERAL MANAGER & BOAkD SECRETARY

D•te: 24.04.2025



For Indian Overseas Bank





wi «its•r 6 / Ram Mohan K gaaq etlitgTgt / Compliance Officer q fi qw* / ACS No.70766

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