Auditor Report of Indian Overseas Bank

Mar 31, 2025

OPINION

1. We have audited the accompanying Standalone Financial Statements of Indian Overseas Bank (the Bank"), which comprise the Balance Sheet as at March 31, 2025, the Profit and Loss Account, Cash Flow Statement for the year then ended and Notes to the Standalone Financial Statements including Significant Accounting Policies and other explanatory information, in which are included the returns for the year ended on that date of:

(i) The Central office and 20 branches audited by us:

(ii) 903 domestic branches and 20 other offices audited by the respective Statutory Branch Auditors and;

(iii) 04 foreign branches audited by the respective local Auditors.

The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India (''RBI'').

Also incorporated in the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement are the returns from 2389 Domestic Branches and 57 other offices which have not been subjected to audit. These unaudited branches and other offices account for 20.15 % of advances, 52.93 % of deposits, 26.19% of interest income and 26.78% of interest expenses.

In our opinion and to the best of our information and according to explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Banking Regulation Act 1949 (the "Act"), in the manner so required for the Bank and are in conformity with the accounting principles generally accepted in India and:

a) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary

particulars, is properly drawn up so as to exhibit a true and fair view of the state of affairs of the Bank as at 31st March, 2025;

b) the Profit and Loss Account, read with the notes thereon shows a true balance of profit; and

c) the Cash Flow statement gives a true and fair view of the cash flows for the year ended on that date.

BASIS FOR OPINION

2. We conducted our audit in accordance with the Standards on Auditing ("SAs") issued by the Institute of Chartered Accountants of India ("the ICAI"). Our responsibilities under those standards are further described in the Auditors'' Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the ICAI together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements, prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2021, as amended from time to time subject to Directions/Guidelines issued by the Reserve Bank of India and provisions of section 29 of Banking Regulation Act, 1949 and circulars and guidelines issued by the RBI from time to time and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

3. We invite attention to the following notes in Schedule 18 of Standalone Financial Statements:

i) Note No. 6.3 relating to non-provision of various

disputed Income tax and Indirect tax liabilities for the reasons stated therein.

ii) Note No. 6.5 regarding carried balance of ? 3863.98 crores relating to Deferred tax assets and reversal of ? 1160 crores during the year on estimated basis and the management assessment of the realizability of the carried balance of the Deferred tax asset as on March 31,2025.

Our opinion is not modified in respect of these matters.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters of the Bank to be communicated in our report:

I. Classification of Advances, Income Recognition, Identification of and provisioning for non-performing Advances (Refer Para 5 of Schedule 17 read with Note 2 of Schedule 18 to the financial statements)

The net advances of the Bank constitute 56.69 percent of the total assets, which is the significant part of the financial statements. They are, inter-alia, governed by income recognition, asset classification and provisioning (IRACP) norms and other circulars and directives issued by the RBI from time to time which provides guidelines related to classification of Advances into performing and non-performing Advances (NPA) except in case of foreign offices in which case the classification of advances and provisioning thereof is made as per local regulations or RBI guidelines, whichever is more stringent. The Bank classifies these Advances based on IRACP norms as per its accounting policy followed.

Identification of performing and non-performing Advances involves establishment of proper mechanism. The Bank accounts for all the transactions related to Advances in its Information Technology System (IT System) viz. Core Banking Solution (CBS) which also identifies whether the advances are performing or non-performing.

Besides following the prudential norms on Income Recognition, Asset Classification and Provisioning relating to Advances issued by the Reserve Bank of India ("RBI"), the Bank also has certain policies for provisioning on non- performing assets.

The carrying value of these advances (net of provisions) may be materially misstated if, either individually or in aggregate, the IRACP norms are not properly followed.

Considering the nature of the transactions, regulatory requirements, existing business environment, estimation/ judgement involved in valuation of securities and calculation of provisions, it is a matter of high importance for the intended users of the Standalone Financial Statements.

Further due to reliance placed on data submitted by the borrowers & lead bank for Drawing Power calculations, third party for security valuation, computation of provisions as per various guidelines issued by the RBI, computation of diminution in value for restructured advances and recognition of interest income including in non-performing advances, we determined the above area as a Key Audit Matter.

Auditors'' Responses Principal Audit Procedures

We assessed the Bank''s system in place to identify and provide for non-performing assets. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing including the following:

a) We had obtained understanding from the Bank about the controls built in the system, checks and balances incorporated with respect to adherence to the RBI guidelines and related Bank''s Policies for identification of non-performing assets, provisioning to determine the nature, timing and extent of the substantive procedures and had accordingly planned our audit procedures.

b) The accuracy of the data input in the system for income recognition, classification into performing and non performing Advances and provisioning in accordance with the IRACP norms in respect of the top 20 branches allotted to us. In carrying out substantive procedures at the branches allotted to us, we have examined large advances/ stressed advances while other advances have been examined on a sample basis including review of valuation reports of independent valuers as provided by the Bank''s management.

c) Existence and effectiveness of monitoring mechanisms such as Internal Audit, Systems Audit, Credit Audit and Concurrent Audit as per the policies and procedures of the Bank.

d) Relied on the returns received from the branches not subject to audit and in that regard reviewed the internal monitoring mechanisms/systems of the Bank to satisfy the correctness of the sample data made available to us and ensured exceptions/deviations/errors noticed during our audit procedures were adequately considered by the Bank.

e) Test checked the identification and provisioning of non-performing assets and corresponding reversal of income, in accordance with RBI Guidelines issued from time to time.

f) Evaluated and tested the management estimates and judgements for the purpose of identification of NPA and adequacy of provision required as per RBI''s Prudential norms.

g) Evaluated the effectiveness of automated IT based system of asset classification implemented by the Bank in accordance with the directives of RBI.

h) We have also relied on the work done by the branch auditors for other domestic and foreign branches selected by the Bank.

i) Review of files of the borrowers selected on sample basis and operations of such accounts.

j) Performing relevant analytical procedures.

k) Test checking of interest application, levying of other charges, commission etc

l) Ensured exceptions noticed during our audit procedures are duly corrected.

II. Information Technology (IT) and controls impacting financial Reporting

The Bank''s financial accounting and reporting systems are highly dependent on the effective working of the Core Banking Solution (CBS) and other IT systems linked to the CBS or working independently.

Our areas of focus relate to the logic that is fed into the system, sanctity and reliability of the data, access management and segregation of duties. These underlying principles are important because they ensure that changes to applications and data are appropriate, authorized, cleansed and monitored, so that the system generates accurate and reliable reports/ returns and other financial and non-financial information that is used for the preparation and presentation of the financial statements.

Technology (IT) systems are used in financial reporting process. The Bank''s operational and financial processes generate extensive volume on daily basis and process varied and complex transactions which are highly dependent on IT systems. There is a risk that automated accounting procedures and related internal controls may not be accurately designed and operating effectively, hence considered as a key audit matter.

Auditors'' Responses Principal Audit Procedures

Our audit procedures include assessment and identification of key IT applications, and further verifying, testing and reviewing the design and operating effectiveness of the IT system on the basis of reports /returns and other financial and nonfinancial information generated from the system on a test check basis. Our audit procedures included:

a) Obtained an understanding of the Bank''s IT control environment and key changes during the audit period that may be relevant to the audit.

b) Reviewed the design, implementation and operating effectiveness of the Bank''s IT controls including application, access controls that are critical to financial reporting on test check basis.

c) Where we identified the need to perform additional procedures, we placed reliance on manual compensating controls; such as reconciliations between systems and other information sources or performing additional testing; extended our sample sizes, to obtain adequate and appropriate audit evidence.

d) Reliance on the work performed by the statutory branch auditors and the rectification entries (MOCs) passed based on branch audits.

e) Reliance on external vendor inspection reports wherever made available.

f) Reviewed the IS Audit Reports and discussed with IT Department on compliance with key IT controls.

III. Classification and Valuation of Investments, Identification of and provisioning for Non-Performing Investments (Refer Para 4 of Schedule 17 read with Note 1of Schedule 18 to the financial Statements)

Investments include investments made by the Bank in various Government Securities, Bonds, Debentures, Shares, Security receipts and other approved securities.

Investments constitute 25.62 per cent of the Bank''s total assets. These are governed by the circulars and directives of the RBI. These directions of RBI, inter-alia, cover valuation of investments, classification of investments, identification of non-performing investments, the corresponding non-recognition of income and provision there against.

The valuation of unquoted investments and thinly traded investments is an area of inherent risk because of market volatility, unavailability of reliable prices and macroeconomic uncertainty.

Accordingly, our audit was focused on valuation of investments, classification, identification of nonperforming investments and provisioning related to investments.

The valuation of each category (type) of the aforesaid securities is to be done as per the method prescribed in circulars and directives issued by the RBI which involves collection of data/information from various sources such as FIBIL rates, rates quoted on BSE/NSE, financial statements of unlisted companies etc.

Considering the complexities and extent of judgment involved in the valuation, volume of transactions, investments on hand and degree of regulatory focus, we determined the above area as a Key Audit Matter.

Auditors'' Responses Principal Audit Procedures

Our audit approach towards Investments with reference to the RBI Circulars/directives included the understanding of internal controls and substantive audit procedures in relation to valuation, classification, identification of non-performing investments (NPIs), provisioning/depreciation related to Investments.

Our audit procedures with respect to audit of Treasury, focused on -

a) We evaluated and understood the Bank''s internal control system to comply with relevant RBI guidelines regarding valuation, classification, identification of NPIs, provisioning/depreciation related to investments.

b) For the selected sample of investments in hand, we tested accuracy and compliance with the RBI Master Circulars and directions by re-performing valuation for each category of the security. Samples were selected after ensuring that all the categories of investments (based on nature of security) were covered in the sample.

c) Independently test-checked valuation of unquoted investments, based on the latest available financial statements or on the basis of other prescribed procedures in terms of the RBI guidelines.

d) We assessed and evaluated the process of identification of NPIs and corresponding reversal of income and creation of provision.

e) We carried out substantive audit procedures to re-compute independently the provision to be maintained and depreciation to be provided in accordance with the circulars and directives of the RBI. Accordingly, we selected samples from

the investments of each category and tested for NPIs as per the RBI guidelines and recomputed the provision to be maintained in accordance with the RBI Circular for those selected sample of NPIs.

IV. Assessment of Provisions and Contingent liabilities including in respect of certain litigations, various claims filed by other parties not acknowledged as debt (Refer Para 13 of Schedule 17 read with Note 14 (AS-29) of Schedule 18 and Schedule 12 to the financial statements) :

The Bank has disputed claims against it including matters pending at various levels in Tax and non-tax matters which are pending at various courts/forums and are at various stages in the judicial process. The management has exercised significant judgement in assessing the possible outflow in such matters.

There is high level of judgement required in estimating the level of provisioning. The Bank''s assessment is supported by the facts of matter, their own judgment, past experience, and advice from legal and independent tax consultants wherever considered necessary. Accordingly, unexpected adverse outcomes may significantly impact the Bank''s reported profit and state of affairs presented in the Balance Sheet.

We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of these matters which requires application of judgment in interpretation of law. Accordingly, our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved.

Auditors'' Responses Principal Audit Procedures

a) We have evaluated the appropriateness of the design and tested the operating effectiveness of the management''s controls over the tax litigation matters.

b) We reviewed the management''s underlying assumptions in estimating the possible outflow and the possible outcome of the disputes. The legal precedence and other rulings were considered in evaluating management''s position on these uncertain tax /non tax positions.

c) Further we have relied upon the management judgements, industry level deliberations and estimates for possible outflow and opinion of internal experts of the Bank in relations to such disputed tax positions.

d) Read and analysed select key correspondences, internal/external legal opinions / consultations by management for key disputed non tax matters.

e) Reviewed and verified other legal pronouncements wherever available in similar matters in the case of the Bank/other corporate.

f) Discussed with appropriate senior management and evaluated management''s underlying key assumptions in estimating the provisions.

g) Assessed management''s estimate of the possible outcome of the disputed non tax cases and relied on the management judgments in such cases.

5. OTHER MATTERS

a) We did not audit the financial Statements/financial information of 903 domestic branches , 20 other offices and 04 foreign branches included in the standalone financial statements of the Bank whose financial statements/financial information reflects total Assets of ? 2,01,132.37 crores as at March 31,2025 and total revenue of ? 15,206.72 crores for the year ended on that date, as considered in the standalone financial statements. These branches and offices cover 47.45% of total advances, 42.59% of total deposits and 22.76% of non-performing assets as at 31^st March 2025 and 45.16% of revenue for the year ended on 31st March 2025. The financial statements/information of these branches have been audited by the Bank''s Statutory Branch Auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the reports of such branch auditors.

b) The Standalone Financial statements of the Bank for the previous year ended March 31,2024 were audited by the joint auditors one of which is predecessor audit firm and have expressed unmodified opinion on such financial statements vide their report dated May 09, 2024.

Our opinion is not modified in respect of above matters.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL

STATEMENTS AND AUDITORS'' REPORT THEREON

6. The Bank''s Board of Directors is responsible for the other information. The other information comprises Directors'' Report, Corporate Governance report, Key Financial Indicators and Shareholder''s Information but does not include the Standalone Financial Statements and our auditors'' report thereon. The other information is expected to be made available to us after the date of this auditors'' report.

Our opinion on the financial statements does not cover the other information and Pillar 3 disclosure under the Basel III Disclosure and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge

obtained in the audit, or otherwise appears to be materially misstated.

When we read the Directors'' Report, Corporate Governance report, Key Financial Indicators and Shareholder''s Information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE

CHARGED WITH GOVERNANCE FOR THE STANDALONE

FINANCIAL STATEMENTS

7. The Bank''s Board of Directors is responsible with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flow of the Bank in accordance with the accounting principles generally accepted in India including the applicable Accounting Standards, provisions of Section 29 of the Banking Regulation Act, 1949 and the circulars and guidelines issued by RBI from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimate that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Bank''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Bank''s financial reporting process.

AUDITORS'' RESPONSIBILITIES FOR THE AUDIT OF THE

STANDALONE FINANCIAL STATEMENTS

8. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

9. The Balance Sheet and the Profit and Loss account have been drawn up in accordance with the provisions of Section 29 of the Banking Regulation Act, 1949.

Subject to the limitations of the audit indicated in paragraph 5, 7 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank and

c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10. As required by letter no. DOS.ARG. No.6270 /08.91.001/2019-20 dated March 17, 2020 on "Appointment of Statutory Central Auditors (SCAs) in Public Sector Banks-Reporting obligations for SCAs from F.Y. 2019-20”, read with subsequent communication dated May 19, 2020 issued by RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) In our opinion, the aforesaid Standalone Financial Statements comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI;

b) There are no observations or comments on financial transactions or matters which have any adverse

c) As the bank is not registered under the Companies Act, 2013, the disqualifications from being a director of the bank under sub-section (2) of Section 164 of the Companies Act, 2013 do not apply to the bank.

d) There are no qualification, reservation or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of the Bank''s internal financial controls with reference to financial statements is given in Annexure ''A'' to this report. Our report expresses an unmodified opinion on the Banks''s operating effectiveness of internal financial controls with reference to financial statements as at March 31,2025.

a) In our opinion, proper books of account as required by law have been kept by the Bank so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

b) The Balance Sheet, Profit and Loss account and Cash flow statement dealt with by this report are in agreement with the books of account and with the returns received from branches not visited by us;

c) The reports on the accounts of the branch offices audited by branch auditors of the Bank as per the provisions of section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

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Mar 31, 2024

Indian Overseas Bank

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements of Indian Overseas Bank (the Bank"), which comprise the Balance Sheet as at March 31, 2024, the Profit and Loss Account, Cash Flow Statement for the year then ended, and Notes to the Standalone Financial Statements including Significant Accounting Policies and other explanatory information, in which are included the returns for the year ended on that date of :

(i) The Central office and 20 branches audited by us,

(ii) 856 domestic branches and 2 Regional Offices audited by the respective Statutory Branch Auditors and;

(iii) 04 foreign branches audited by the respective Local Auditors.

The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India (''RBI'').

Also incorporated in the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement are the returns from 2369 domestic branches and 47 Regional offices which have not been subjected to audit. These unaudited branches account for 27.75% of advances, 54.43% of deposits, 28.59% of interest income and 22.02% of interest expenses.

In our opinion and to the best of our information and according to explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Banking Regulation Act 1949 (The "Act"), in the manner so required for the Bank and are in conformity with the accounting principles generally accepted in India and:

a) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of the state of affairs of the Bank as at 31^st March, 2024;

b) the Profit and Loss Account, read with the notes thereon shows a true balance of profit ; and

c) the Cash Flow statement gives a true and fair view of the cash flows for the year ended on that date. Basis for Opinion

2. We conducted our audit in accordance with the Standards on Auditing ("SAs") issued by the Institute of Chartered Accountants of India ("the ICAI"). Our responsibilities under those standards are further described in the Auditors'' Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the ICAI together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements, prepared in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standards, and provisions of section 29 of Banking Regulation Act, 1949 and circulars and guidelines issued by the RBI from time to time and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We invite attention to the following notes in Schedule 18 of Standalone Financial Statements:

i) Note No.5 relating to the reconciliation and elimination of entries in inter branch and internal/office accounts which are at different stages.

ii) Note No. 7.3 relating to non-provision of various disputed Income tax and Indirect tax liabilities for the reasons stated therein and Note No. 7.2 regarding pending reconciliation of tax paid in advance.

iii) Note No. 7.5 regarding carried balance of ? 5,299.94 crores relating to Deferred tax asset, reversal of ? 734.24 crores during the year on estimated basis and the management assessment of the realizability of the carried balance of the Deferred tax asset as on March 31,2024.

Our opinion is not modified in respect of these matters.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters of the Bank to be communicated in our report:

I. Classification of Advances, Income Recognition, Identification of and provisioning for nonperforming Advances (Refer 2.1 of Schedule 17, read with Note 2 of Schedule 18 to the financial statements)

The net advances of the Bank constitute 50.09 percent of the total assets, which is the significant part of the financial statements. They are, inter-alia, governed by income recognition, asset classification and provisioning (IRACP) norms and other circulars and directives issued by the RBI from time to time which provides guidelines related to classification of Advances into performing and non-performing Advances (NPA) except in case of foreign offices in which case the classification of advances and provisioning thereof is made as per local regulations or RBI guidelines, whichever is more stringent. The Bank classifies these Advances based on IRACP norms as per its accounting policy followed.

Identification of performing and non-performing Advances involves establishment of proper mechanism. The Bank accounts for all the transactions related to Advances in its Information Technology System (IT System) viz. Core Banking Solution (CBS) which also identifies whether the advances are performing or non-performing.

Besides following the prudential norms on Income Recognition, Asset Classification and Provisioning relating to Advances issued by the Reserve Bank of India ("RBI"), the Bank also has certain policies for provisioning on non- performing assets.

The carrying value of these advances (net of provisions) may be materially misstated if, either individually or in aggregate, the IRACP norms are not properly followed.

Considering the nature of the transactions, regulatory requirements, existing business environment, estimation/ judgement involved in valuation of securities and calculation of provisions, it is a matter of high importance for the intended users of the Standalone Financial Statements.

Further due to reliance placed on data submitted by the borrowers & lead Bank for Drawing Power calculations, third party for security valuation, computation of provisions as per various guidelines issued by the RBI, computation of diminution in value for restructured advances and recognition of interest income including in non-performing advances, we determined the above area as a Key Audit Matter.

We assessed the Bank''s system in place to identify and provide for non-performing assets. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing including the following:

a) We had obtained understanding from the Bank about the controls built in the system, checks and balances incorporated with respect to adherence to the RBI guidelines and related Bank''s Policies for identification of non-performing assets, provisioning to determine the nature, timing and extent of the substantive procedures and had accordingly planned our audit procedures.

b) The accuracy of the data input in the system for income recognition, classification into performing and non performing Advances and provisioning in accordance with the IRACP norms in respect of the top 20 branches allotted to us. In carrying out substantive procedures at the branches allotted to us, we have examined large advances/ stressed advances while other advances have been examined on a sample basis including review of valuation reports of independent valuers as provided by the Bank''s management.

c) Existence and effectiveness of monitoring mechanisms such as Internal Audit, Systems Audit, Credit Audit and Concurrent Audit as per the policies and procedures of the Bank.

d) Relied on the returns received from the branches not subject to audit and in that regard reviewed the internal monitoring mechanisms/systems of the Bank to satisfy the correctness of the sample data made available to us and ensured exceptions/deviations/errors noticed during our audit procedures were adequately considered by the Bank.

e) Test checked the identification and provisioning of non-performing assets and corresponding reversal of income ,in accordance with RBI Guidelines issued from time to time.

f) Evaluated and tested the management estimates and judgements for the purpose of identification of NPA and adequacy of provision required as per RBI''s Prudential norms.

g) Evaluated the effectiveness of automated IT based system of asset classification implemented by the Bank in accordance with the directives of RBI.

h) We have also relied on the work done by the branch auditors for other domestic and foreign branches selected by the Bank.

i) Review of files of the borrowers selected on sample basis and operations of such accounts.

j) Performing relevant analytical procedures.

k) Test checking of interest application, levying of other charges, commission etc

l) Ensured exceptions noticed during our audit procedures are duly corrected.

II. Information Technology (IT) and controls impacting financial Reporting

The Bank''s financial accounting and reporting systems are highly dependent on the effective working of the Core Banking Solution (CBS) and other IT systems linked to the CBS or working independently.

Our areas of focus relate to the logic that is fed into the system, sanctity and reliability of the data, access management and segregation of duties. These underlying principles are important because they ensure that changes to applications and data are appropriate, authorized, cleansed and monitored, so that the system generates accurate and reliable reports/ returns and other financial and non-financial information that is used for the preparation and presentation of the financial statements.

Technology (IT) systems are used in financial reporting process. The Bank''s operational and financial processes generate extensive volume on daily basis and process varied and complex transactions which are highly dependent on IT systems. There is a Risk that automated accounting procedures and related internal controls may not be accurately designed and operating effectively, hence considered as a key audit matter.

Auditors'' ResponsesPrincipal Audit Procedures

Our audit procedures include assessment and identification of key IT applications, and further verifying, testing and reviewing the design and operating effectiveness of the IT system on the basis of reports / returns and other financial and non-financial information generated from the system on a test check basis. Our audit procedures included:

a) Obtained an understanding of the Bank''s IT control environment and key changes during the audit period that may be relevant to the audit.

b) Reviewed the design, implementation and operating effectiveness of the Bank''s IT controls including application, access controls that are critical to financial reporting on test check basis.

c) Where we identified the need to perform additional procedures, we placed reliance on manual compensating controls; such as reconciliations between systems and other information sources or performing additional testing; extended our sample sizes, to obtain adequate and appropriate audit evidence.

d) Reliance on the work performed by the statutory branch auditors and the rectification entries (MOCs) passed based on branch audits.

e) Reliance on external vendor inspection reports wherever made available.

f) Reviewed the IS Audit Reports and discussed with IT Department on compliance with key IT controls.

III. Classification and Valuation of Investments, Identification of and provisioning for Non-Performing Investments (Refer 4 of Schedule 17 read with Note 1 of Schedule 18 to the financial Statements).

Investments include investments made by the Bank in various Government Securities, Bonds, Debentures, Shares, Security receipts and other approved securities.

Investments constitute 26.49 % of the Bank''s total assets. These are governed by the circulars and directives of the RBI. These directions of RBI, inter-alia, cover valuation of investments, classification of investments, identification of non-performing investments, the corresponding non-recognition of income and provision there against.

The valuation of unquoted investments and thinly traded investments is an area of inherent Risk because of market volatility, unavailability of reliable prices and macroeconomic uncertainty.

Accordingly, our audit was focused on valuation of investments, classification, identification of nonperforming investments and provisioning related to investments.

The valuation of each category (type) of the aforesaid securities is to be done as per the method prescribed in circulars and directives issued by the RBI which involves collection of data/information from various sources such as FIBIL rates, rates quoted on BSE/NSE, financial statements of unlisted companies etc.

Considering the complexities and extent of judgment involved in the valuation, volume of transactions, investments on hand and degree of regulatory focus, we determined the above area as a Key Audit Matter.

Our audit approach towards Investments with reference to the RBI Circulars/directives included the understanding of internal controls and substantive audit procedures in relation to valuation, classification, identification of non-performing investments (NPIs), provisioning/depreciation related to Investments.

Our audit procedures with respect to audit of Treasury, focused on -

a) We evaluated and understood the Bank''s internal control system to comply with relevant RBI guidelines regarding valuation, classification, identification of NPIs, provisioning/depreciation related to investments.

b) For the selected sample of investments in hand, we tested accuracy and compliance with the RBI Master Circulars and directions by re-performing valuation for each category of the security. Samples were selected after ensuring that all the categories of investments (based on nature of security) were covered in the sample.

c) Independently test-checked valuation of unquoted investments, based on the latest available financial statements or on the basis of other prescribed procedures in terms of the RBI guidelines.

d) We assessed and evaluated the process of identification of NPIs and corresponding reversal of income and creation of provision.

e) We carried out substantive audit procedures to re-compute independently the provision to be maintained and depreciation to be provided in accordance with the circulars and directives of the RBI. Accordingly, we selected samples from the investments of each category and tested for NPIs as per the RBI guidelines and recomputed the provision to be maintained in accordance with the RBI Circular for those selected sample of NPIs.

IV. Assessment of Provisions and Contingent liabilities including in respect of certain litigations, various claims filed by other parties not acknowledged as debt (Refer 13 of Schedule 17 read with Note 14 (AS-29) of Schedule 18 to the financial statements) :

The Bank has disputed claims against it including matters pending at various levels in Tax and non tax matters which are pending at various courts/forums and are at various stages in the judicial process. The management has exercised significant judgement in assessing the possible outflow in such matters.

There is high level of judgement required in estimating the level of provisioning. The Bank''s assessment is supported by the facts of matter, their own judgment, past experience, and advice from legal and independent tax consultants wherever considered necessary. Accordingly, unexpected adverse outcomes may significantly impact the Bank''s reported profit and state of affairs presented in the Balance Sheet.

We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of these matters which requires application of judgment in interpretation of law. Accordingly, our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved.

Auditors'' ResponsesPrincipal Audit Procedures

a) We have evaluated the appropriateness of the design and tested the operating effectiveness of the management''s controls over the tax litigation matters.

b) We reviewed the management''s underlying assumptions in estimating the possible outflow and the possible outcome of the disputes. The legal precedence and other rulings were considered in evaluating management''s position on these uncertain tax /non tax positions.

c) Further we have relied upon the management judgements, industry level deliberations and estimates for possible outflow and opinion of internal experts of the Bank in relations to such disputed tax positions.

d) Read and analysed select key correspondences, internal/external legal opinions / consultations by management for key disputed non tax matters.

e) Reviewed and verified other legal pronouncements wherever available in similar matters in the case of the Bank/other corporate.

f) Discussed with appropriate senior management and evaluated management''s underlying key assumptions in estimating the provisions.

g) Assessed management''s estimate of the possible outcome of the disputed non tax cases and relied on the management judgments in such cases.

h) Reliance on the work performed by the statutory branch auditors and the rectification entries passed based on branch audits/additional information to the extent available at Central office.

5. Other Matters

a) We did not audit the financial Statements/financial information of 856 domestic branches, 2 Regional offices and 4 foreign branches included in the standalone financial statements of the Bank whose financial statements/financial information reflects total Assets of ? 175898.05 crores as at March 31,2024 and total revenue of ^12711.84 crores for the year ended on that date, as considered in the standalone financial statements. These branches and offices cover 40.68% of total advances, 40.93% of total deposits and 21.92% of non-performing assets as at 31^st March 2024 and 36.39% of revenue for the year ended on 31^st March 2024. The financial statements/information of these branches have been audited by the Bank''s Statutory Branch Auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the reports of such branch auditors.

b) The Standalone Financial statements of the Bank for the previous year ended March 31,2023 were audited by the joint auditors three of which are predecessor audit firms and have expressed unmodified opinion on such financial statements vide their report dated May 12,2023.

Our opinion is not modified in respect of above matters.

Information Other than the Standalone Financial Statements and Auditors'' Report thereon

6. The Bank''s Board of Directors is responsible for the preparation of the other information. The other information comprises the Corporate Governance report (but does not include the Standalone Financial Statements and our auditors'' report thereon) which we obtained at the time of issue of this auditors'' report and Directors'' Report, Key Financial Indicators and Shareholder''s Information, which is expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information and Pillar 3 disclosure under the Basel III Disclosure and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors'' report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Directors'' Report, Key Financial Indicators and Shareholder''s Information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The Bank''s Board of Directors is responsible with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flow of the Bank in accordance with the accounting principles generally accepted in India including the applicable Accounting Standards, provisions of Section 29 of the Banking Regulation Act, 1949 and the circulars and guidelines issued by RBI from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimate that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Bank''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Bank''s financial reporting process.

Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the Risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those Risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The Risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss account have been drawn up in accordance with the provisions of Section 29 of the Banking Regulation Act, 1949.

Subject to the limitations of the audit indicated in paragraph 5, 7 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank and

c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10. As required by letter no. DOS.ARG. No.6270 /08.91.001/2019-20 dated March 17, 2020 on "Appointment of Statutory Central Auditors (SCAs) in Public Sector Banks-Reporting obligations for SCAs from F.Y. 2019-20", read with subsequent communication dated May 19, 2020 issued by RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) In our opinion, the aforesaid Standalone Financial Statements comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI;

b) There are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the Bank.

c) As the Bank is not registered under the Companies Act, 2013, the disqualifications from being a director of the Bank under sub-section (2) of Section 164 of the Companies Act, 2013 do not apply to the Bank.

d) There are no qualification, reservation or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of the Bank''s internal financial controls with reference to financial statements is given in Annexure ''A'' to this report. Our report expresses an unmodified opinion on the Banks''s operating effectiveness of internal financial controls with reference to financial statements as at March 31,2024.

11. We further report that:

a) In our opinion, proper books of account as required by law have been kept by the Bank so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

b) The Balance Sheet, Profit and Loss account and Cash flow statement dealt with by this report are in agreement with the books of account and with the returns received from branches not visited by us;

c) The reports on the accounts of the branch offices audited by branch auditors of the Bank as per the provisions of section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

For S. N. Kapur & Associates For R. Devendra Kumar & Associates

Chartered Accountants Chartered Accountants

FRN: 001545C FRN: 114207W

(Avichal SN. Kapur) (Neeraj Golas)

Partner Partner

M. No.: 400460 M. No.: 074392

UDIN: 24400460BKCBUC3582 UDIN: 24074392BKEAJZ9941

For Tej Raj & Pal For Laxmi Tripti & Associates

Chartered Accountants Chartered Accountants

FRN:304124E FRN: 009189C

(B. Gangaraju) (Abhay Paliwal)

Partner Partner

M. No.: 007605 M. No.:043511

UDIN: 24007605BKDGFP7731 UDIN: 24435511BKAHVW1147

Place : Chennai

Date : 09.05.2024

---

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying standalone financial statements of Indian Overseas Bank (“the Bank”), which comprise the Balance Sheet as at 31st March 2023, the Profit and Loss account and the Statement of Cash Flows for the year then ended and notes to financial statements including a summary of significant accounting policies and other explanatory information in which are included the returns for the year ended on that date of the Central Office.

(i) 20 branches audited by us and

(ii) 838 branches including 2 Regional Offices, audited by the Statutory Branch Auditors

(iii) 4 foreign branches audited by local Auditors.

The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet, the Profit and Loss account and Statement of Cash Flows are the returns from 2418 branches (Including 47 Regional Offices) which have not been subjected to audit. These unaudited branches account for 26.38% of advances, 55.00% of deposits, 60.79% of interest income and 64.92% of interest expenses.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act, 1949 in the manner so required for bank and are in conformity with accounting principles generally accepted in India and:

(i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31st March, 2023;

(ii) the Profit and Loss Account, read with the notes thereon shows a true balance of profit for the year ended on that date; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

Basis for Opinion

2. We conducted our audit in accordance with the Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India (“ICAI”). Our responsibilities under those Standards are further described in the Auditor''s

Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the Standalone financial statements prepared in accordance with the Accounting Principles generally accepted in India including the Accounting Standards issued by the ICAI, and provisions of section 29 of Banking Regulation Act, 1949 and circular and guidelines issued by the Reserve Bank of India (“RBI”) from time to time and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We draw attention to following notes in Schedule 18 of Standalone Financial Statements:

i. Note No. 7.2 regarding Tax paid in Advance (Net of provision) where amounts pending assessment, appeals and under dispute are under reconciliation.

ii. Note No. 7.3 relating non providing of any additional provisioning towards various disputed income tax and indirect taxes for the reasons stated therein.

iii. Note No. 14 (h) (1) of the statement regarding amortization of additional liability on account of revision in family pension amounting to Rs. 425.86 Crores. The Bank has charged an amount of Rs.85.17 crores to the profit and loss account for the year ended 31st March 2023 and the balance unamortized expense of Rs. 255.52 crore has been carried forward in terms of RBI Circular No.RBI/2021-22/105 DOR.ACC. REC.57/ 21.04.018/ 2021-22 dated October 4, 2021.

iv. Note No.17 to the statement which explains that the extent to which the Covid-19 pandemic''s impact on the bank''s operation will depend on future developments, which are highly uncertain.

Our Opinion is not modified in respect of the above matters.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our Report.

Sr. No	Key Audit Matter	Auditor’s Response
1	Income Recognition, Asset Classification & Provisioning relating to Advances Advances constitute 50.09% of the Bank’s total assets. The recognition of income on accrual basis in respect of advances extended by the Bank, Classification of advances into Performing and Non performing and provisioning thereof are in accordance with the extant prudential norms on Income Recognition and Asset Classification and provisioning (IRAC) norms and other circulars and directives issued by Reserve bank of India from time to time (Refer 2.1 of Schedule 17, read with Note 2 of Schedule 18 to the financial statements). Taking into consideration the nature of transactions, compliance with the Reserve Bank of India guidelines, issues involved in the valuation of securities etc., in our opinion classification of Advances into performing and non performing, recognition of income in respect of such advances and also provisioning relating to Performing/ Non-Performing advances are considered to be one of the most significant matter in the audit and therefore determined to be a Key audit matter.	Principal Audit Procedures Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as under: - • Evaluating the design of internal controls relating to implementation of prudential norms on IRAC and other related circulars/directives issued by RBI and also the internal policies and procedures of the Bank. • Examining the efficacy of various internal controls over advances to determine the nature, timing and extent of the substantive procedures and compliance with the observations of the various audits conducted as per the monitoring mechanism of the Bank and RBI inspection. • Examining large advances/stressed advances and other advances on a sample basis including review of valuation reports of independent valuers as provided by the Bank''s management. • Relying on the audit reports of other Statutory Branch Auditors. • Relying on the returns and financial statements shared by the branch head in respect of unaudited branches. • Reviewing Memorandum of Changes suggested by the Branch Auditors and take appropriate action. • Review of various audit and inspection reports made available to us in the relevant areas. • Placing reliance on the opinions of domain experts on legal matters, titles, valuation and other aspects of securities charged to the bank. • Review of files of the borrowers selected on sample basis and operations of such accounts. • Performing relevant analytical procedures. • Test checking of interest application, levying of other charges, commission etc.,
2	Contingent Liability The contingent liability as defined in AS 29 - Provisions, Contingent Liability and Contingent Assets requires assessment of probable outcomes and cash flows. The identification and quantification of contingent liabilities require estimation and judgment by the management. (Refer 13 of Schedule 17, read with Note 8(AS 29) of Schedule 18 to the financial statements) In view of associated uncertainty relating to the outcome of the matters relating to litigations involving Direct and Indirect taxes, various claims filed by other parties not acknowledged as debts, and as a result we have determined the above area as a Key audit matter.	Principal Audit Procedures We have carried out the validation of information provided by the management by performing the following procedures • Evaluating reasonableness of the underlying assumptions. • Understanding the current status of the litigations/tax assessments. • Examination of recent orders and /or communication received from various tax authorities/judicial forums and follow up action thereon. • Examining the relevant documents on record. • Relying on relevant external evidence available including legal opinion, relevant judicial precedents and industry practices. • Getting management confirmation where-ever necessary.

3	IT Systems & Control The entire Preparation of financial statements is highly dependent on CBS and other supporting software and hardware controls. Adequate and appropriate Information Technology (IT) controls are required to ensure that these IT application process data as expected and changes are made in an appropriate manner. Such controls ensure mitigating the expected risk of erroneous output data, Other compliances to regulators etc., are an important part of the process. Such reporting is highly dependent on the effective working of Core Banking Software and other allied systems. Audit outcome is dependent on the extant IT controls and systems, and accordingly the above areas are determined to be a key audit matter.	Principal Audit Procedures We have carried out our audit procedures with standards on auditing guidelines towards implementation of IT policies and procedures followed by the bank in order to effectively monitor, control, and evaluate the IT applications and controls to ensure effective implementation of such policies and procedures. We have also relied on the report issued by the IS Auditor and obtained necessary inputs from IS experts wherever necessary and advised the management to implement the recommendations.
4	Classification and Valuation of Investments,	Principal Audit Procedures
	Identification of and Provisioning for Non Performing Investments.	We evaluated and understood the Bank''s internal control
		systems to comply with relevant RBI guidelines regarding
	(Refer 4 of Schedule 17, read with Note 1 of Schedule 18	valuation, classification, identification of Non-Performing
	to the financial statements) Investments constitute 26.49% of the total assets of the bank.	Investments, provisioning and depreciation related to investments.
	Valuation of Investments are done as per the guidelines,	Evaluating the process adopted for collection of data from
	circulars and directives issued by RBI from time to time involving applying the rates quoted on BSE/NSE and other agencies, relying on the financial statements of unlisted	various sources for determining the value of investments.
	companies etc., Taking into consideration the volume of	Assessing and evaluating the system of identification of
	transactions, value of investments being carried in the	Non performing investments, income recognition on such
	books of the bank, complexities involved in the valuation	investments and also ensuring creation of necessary
	of investments, the above area has been considered as a key audit matter.	provision in respect of Non performing investments.

Our opinion is not modified in respect of the above matters.

Information Other than the Standalone Financial Statements and Auditors’ Report thereon

5. The Bank''s Board of Directors is responsible for the other information. The other information comprises the Corporate Governance report (but does not include the Standalone Financial Statements and our auditors'' report thereon).

Our opinion on the Standalone Financial Statements does not cover the other information and Pillar 3 disclosures under the Basel III Disclosure and we do not and will not express any form of assurance conclusion thereon.

I n connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

I f, based on the work we have performed on the other information that we obtained prior to the date of this auditors'' report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

6. The Bank''s Board of Directors are responsible with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards issued by ICAI and provisions of Section 29 of the Banking Regulation Act, 1949 and circulars and guidelines issued by the Reserve Bank of India (‘RBI'') from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is

responsible for assessing the Bank''s ability to continue as a going concern, disclosing, as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

7. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise

professional judgement and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the bank''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

8. We did not audit the financial statements / information of 842 branches (including 2 Regional Offices and 4 Overseas Branches) included in the standalone financial statements of the Bank whose financial statements / financial information reflect total assets of Rs.162325.70 (in crores) as at 31st March 2023 and total revenue of Rs.10,896.78 (in crores) for the year ended on that date, as considered in the standalone financial statements. These branches and processing centers cover 45.24% of advances, 43.57% of deposits and 22.01% of non-performing assets as at 31st March 2023 and 28.25% of revenue for the year ended 31st March 2023. The financial statements / information of these branches have been audited by the branch auditors and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949.

Subject to the limitations of the audit indicated in paragraph 6 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

(b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10. As required by letter No. DOS.ARG. No.6270/08.91.001/2019-20 dated March 17, 2020 on “Appointment of Statutory Central Auditors (SCAs) in Public Sector Banks - Reporting obligations for SCAs from FY 2019-20”, read with subsequent communication dated May 19, 2020 issued by the RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) I n our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards issued by ICAI, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

b) There are no observations or comments on financial transactions or matters which have any adverse

effect on the functioning of the bank.

c) On the basis of the written representations received from the directors as on March 31,2023, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

d) There are no qualifications, reservations or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of the bank''s internal financial controls over financial reporting is given in Annexure-A to this report. Our Report Expresses an unmodified opinion on the Bank''s Internal financial control over financial reporting as at 31st March, 2023.

11. We further report that:

a) In our opinion, proper books of account as required by law have been kept by the Bank so far it appears from our examination of those books.

b) The Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows dealt with by this report are in agreement with the books of account.

c) The reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Statement of Cash Flows comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

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Mar 31, 2022

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying standalone financial statements of Indian Overseas Bank (“the Bank”), which comprise the Balance Sheet as at 31st March 2022, the Profit and Loss Account and the Statement of Cash Flows for the year then ended and notes to financial statements including a summary of significant accounting policies and other explanatory information in which are included the returns for the year ended on that date of the Central Office.

(i) 20 branches audited by us and

(ii) 1203 branches including 2 Regional Offices,audited by the Statutory Branch Auditors.

(iii) 3 foreign branches audited by local Auditors.

The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet, the Profit and Loss account and Statement of Cash Flows are the returns from 2049 branches (which includes 46 regional offices and Singapore Branch) which have not been subjected to audit for the current year. These unaudited branches account for 21.55% of advances, 41.74% of deposits, 22.09% of Interest Income and 43.51% of Interest expenses.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act, 1949 in the manner so required for bank and are in conformity with accounting principles generally accepted in India and:

(i) t he Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31st March, 2022;

(ii) the Profit and Loss Account, read with the notes thereon shows a true balance of profit for the year ended on that date; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

Basis for Opinion

2. We conducted our audit in accordance with the Standards on Auditing (SAs) issued by The Institute of Chartered Accountants of India(“ICAI”). Our responsibilities under those Standards are further described in the Auditor''s

Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the Standalone financial statements prepared in accordance with the Accounting Principles generally accepted in India including the Accounting Standards issued by the ICAI, and provisions of section 29 of the Banking Regulation Act, 1949 and circular and guidelines issued by the Reserve Bank of India (“RBI”) from time to time and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We draw attention to the following:

i. Note No. 7.3 of Schedule 18 detailing the fact that the bank has decided to continue with the existing tax regime and has recognized Net Deferred Tax Assets during the year on timing differences in accordance with Accounting Standard -22 on “Accounting for Taxes on Income” issued by The Institute of Chartered Accountants of India.

ii. Note No.7.1 of Schedule 18 relating to non-providing of any additional liability provisioning towards various disputed income tax and indirect taxes for the reasons stated therein.

iii. Note No.14.h(1) of Schedule 18 of the financial statement regarding amortization of additional liability on account of revision in family pension amounting to Rs. 425.86 Crores. The Bank has charged an amount of Rs.85.17 Crores to the profit and loss account for the year ended 31st March 2022 and the balance unamortized expense of Rs.340.69 Crores has been carried forward in terms of RBI Circular No.RBI/2021-22/105 DOR.ACC. REC.57/21.04.018/2021-22 dated October 4, 2021. Had the bank charged the entire additional liability to the profit and loss account, the net profit for the year ended March 31, 2022 would have been lower by Rs.340.69 Crores.

Our Opinion is not modified in respect of the above matters.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters prescribed below to be the Key Audit Matters to be communicated in our Report.

Sr. No	Key Audit Matter	Auditor’s Response
1	Income Recognition, Asset Classification & Provisioning relating to Advances Advances constitute 48.18% of the Bank''s total assets. The recognition of income on accrual basis in respect of advances extended by the Bank, Classification of advances into Performing and Non performing and provisioning thereof are in accordance with the extant prudential norms on Income Recognition and Asset Classification and provisioning (IRAC) norms and other circulars and directives issued by Reserve bank of India from time to time (Refer 2.1 of Schedule 17, read with Note 2 of Schedule 18 to the financial statements). Taking into consideration the nature of transactions, compliance with the Reserve Bank of India guidelines, issues involved in the valuation of securities etc., in our opinion classification of Advances into performing and non performing, recognition of income in respect of such advances and also provisioning relating to Performing/ Non-Performing advances are considered to be one of the most significant matter in the audit and therefore determined to be a Key audit matter.	Principal Audit Procedures Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as under: - • Evaluating the design of internal controls relating to implementation of prudential norms on IRAC and other related circulars/directives issued by RBI and also the internal policies and procedures of the Bank. • Examining the efficacy of various internal controls over advances to determine the nature, timing and extent of the substantive procedures and compliance with the observations of the various audits conducted as per the monitoring mechanism of the Bank and RBI inspection. • Examining large advances/stressed advances and other advances on a sample basis including review of valuation reports of independent valuers as provided by the Bank''s management. • Relying on the audit reports of other Statutory Branch Auditors. • Relying on the returns and financial statements shared by the branch head in respect of unauditedbranches. • Reviewing Memorandum of Changes suggested by the Branch Auditors and take appropriate action. • Review of various audit and inspection reports made available to us in the relevant areas. • Placing reliance on the opinions of domain experts on legal matters, titles, valuation and other aspects of securities charged to the bank. • Review of files of the borrowers selected on sample basis and operations of such accounts. • Performing relevant analytical procedures. • Test checking of interest application, levying of other charges, commission etc.,
2	Contingent Liability The contingent liability as defined in AS 29 - Provisions, Contingent Liability and Contingent Assets requires assessment of probable outcomes and cash flows. The identification and quantification of contingent liabilities require estimation and judgment by the management. (Refer 13 of Schedule 17, read with Note 8(AS 29) of Schedule 18 to the financial statements) In view of associated uncertainty relating to the outcome of the matters relating to litigations involving Direct and Indirect taxes, various claims filed by other parties not acknowledged as debts, and as a result we have determined the above area as a Key audit matter.	Principal Audit Procedures We have carried out the validation of information provided by the management by performing the following procedures • Evaluating reasonableness of the underlying assumptions. • Understanding the current status of the litigations/tax assessments. • Examination of recent orders and /or communication received from various tax authorities/judicial forums and follow up action thereon. • Examining the relevant documents on record. • Relying on relevant external evidence available including legal opinion, relevant judicial precedents and industry practices. • Getting management confirmation where-ever necessary.

3	IT Systems & Control The entire Preparation of financial statements is highly dependent on CBS and other supporting software and hardware controls. Adequate and appropriate Information Technology(IT) controls are required to ensure that these IT application process data as expected and changes are made in an appropriate manner. Such controls ensure mitigating the expected risk of erroneous output data. Other compliances to regulators etc. is an important part of the process. Such reporting is highly dependent on the effective working of Core Banking Software and other allied systems. Audit outcome is dependent on the extant IT controls and systems, and accordingly the above areas are determined to be a Key audit matter.	Principal Audit Procedures We have carried out our audit procedures with standards on auditing guidelines towards implementation of IT policies and procedures followed by the bank in order to effectively monitor, control, and evaluate the IT applications and controls to ensure effective implementation of such policies and procedures. We have also relied on the report issued by the IS Auditor and obtained necessary inputs from IS experts wherever necessary.
4	Classification and Valuation of Investments, Identification of and Provisioning for Non Performing Investments. (Refer 4 of Schedule 17, read with Note 1 of Schedule 18 to the financial statements) Investments constitute 32.79% of the total assets of the bank. Valuation of Investments are done as per the guidelines, circulars and directives issued by RBI from time to time involving applying the rates quoted on BSE/NSE and other agencies, relying on the financial statements of unlisted companies etc. Taking into consideration the volume of transactions, value of investments being carried in the books of the bank, complexities involved in the valuation of investments, the above area has been considered as a Key audit matter.	Principal Audit Procedures We evaluated and understood the Bank''s internal control systems to comply with relevant RBI guidelines regarding valuation, classification, identification of Non Performing Investments, provisioning and depreciation related to investments. Evaluating the process adopted for collection of data from various sources for determining the value of investments. Assessing and evaluating the system of identification of Non Performing Investments, income recognition on such investments and also ensuring creation of necessary provision in respect of Non performing investments.

Our opinion is not modified in respect of the above matters.

Information Other than the Standalone Financial Statements and Auditors’ Report thereon

5. The Bank''s Board of Directors are responsible for the other information. The other information comprises the Corporate Governance report (but does not include the Standalone Financial Statements and our auditors'' report thereon).

Our opinion on the Standalone Financial Statements does not cover the other information and Pillar 3 disclosures under the Basel III Disclosure and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors'' report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

6. The Bank''s Board of Directors are responsible with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards issued by ICAI and provisions of Section 29 of the Banking Regulation Act, 1949 and circulars and guidelines issued by the Reserve Bank of India (‘RBI'') from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Bank''s ability to continue as a going concern, disclosing, as applicable matters related

to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial

Statements

7. Our Objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise

professional judgement and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the bank''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

8. We did not audit the financial statements / information of 1206 branches (including 2 Regional Offices and 3 overseas branches) included in the standalone financial statements of the Bank whose financial statements / financial information reflect total assets ofRs.1,83,310.63 (in crores) as at 31st March 2022 and total revenue of Rs.12,526.64 (in crores) for the year ended on that date, as considered in the standalone financial statements. These branches and processing centers cover 46.16% of advances, 55.35% of deposits, and 20.95% of Non-performing assets as at 31st March 2022 and 35.80% of revenue for the year ended 31st March 2022. The financial statements / information of these branches, have been audited by the branch auditors and 3 overseas Branches audited by Independent Auditor''s whose reports have been furnished to us and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949.

Subject to the limitations of the audit indicated in paragraph 6 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

(b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10. As required by letter No. DOS.ARG. No.6270/08.91.001/ 2019-20 dated March 17, 2020 on “Appointment of Statutory Central Auditors (SCAs) in Public Sector Banks -Reporting obligations for SCAs from FY 2019-20”, read with subsequent communication dated May 19, 2020 issued by the RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards issued by ICAI, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

b) There are no observations or comments on financial

transactions or matters which have any adverse effect on the functioning of the bank.

c) On the basis of the written representations received from the directors as on March 31,2022, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

d) There are no qualifications, reservations or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of the bank''s internal financial controls over financial reporting is given in Annexure-A to this report. Our Report Expresses an unmodified opinion on the Bank''s Internal financial control over financial reporting as at 31st March, 2022.

11. We further report that:

a) In our opinion, proper books of account as required by law have been kept by the Bank so far it appears from our examination of those books.

b) the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows dealt with by this report are in agreement with the books of account.

c) the reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) in our opinion, the Balance Sheet, the statement of Profit and Loss Account and the Statement of Cash Flows comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

For S N NANDA & CO For YOGANANDH & RAM LLP

Chartered Accountants Chartered Accountants

FRN 000685N FRN 005157S/S200052

GAURAV NANDA MANOJ KUMAR JAIN

Partner Partner

M No : 500417 M No : 218610

UDIN : 22500417AJEDRC1627 UDIN : 22218610AJEDKU7414

For S N KAPUR & ASSOCIATES For NANDY HALDER & GANGULI

Chartered Accountants Chartered Accountants

FRN 001545C FRN 302017E

AVICHAL SN. KAPUR PARTHASARATHI CHANDA

Partner Partner

M No : 400460 M No : 056653

UDIN : 22400460AJEDHP4141 UDIN : 22056653AJEEXF2640

Place: Chennai Date :18.05.2022

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Mar 31, 2021

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the standalone financial statements of Indian Overseas Bank ("the Bank"), which comprise the Balance Sheet as at 31st March 2021, the Profit and Loss account and the Statement of Cash Flows for the year then ended and notes to financial statements including a summary of significant accounting policies and other explanatory information in which are included returns for the year ended on that date of 20 branches audited by us, 1919 branches (including 3 overseas branches and 2 Regional Offices) audited by the Statutory Branch Auditors and l overseas branch reviewed by Independent Auditor. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet, the Profit and Loss account and Statement of Cash Flows are the returns from 1338 branches (Including 46 Regional Offices) which have not been subjected to audit. These unaudited branches account for 9.32% of advances, 23.79% of deposits, 5.69% of interest income and 23.75% of interest expenses.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act,1949(“the act”) in the manner so required for the bank and are in conformity with accounting principles generally accepted in India and:

(i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31 March, 2021;

(ii) the Profit and Loss Account, read with the notes thereon shows a true balance of loss for the year ended on that date; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) issued the Institute of Chartered Accountants of India(“the ICAI”). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Bank in accordance with the code of ethics issued by the ICAI together with ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the act, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to:

a) Note No. 7.1 of Schedule 18 detailing non recognition of additional provisioning towards various disputed income tax and Indirect taxes for the reasons stated therein

b) Note No 7.3 of Schedule 18 detailing the fact that the bank has decided to continue with the existing tax regime and has recognized Net Deferred Tax Assets during the year on timing differences in accordance with Accounting Standard - 22 on "Accounting for Taxes on Income" issued by The Institute of Chartered Accountants of India.

c) Note No 39 of Schedule 18 which explains that the extent to which the COVID-19 Pandemic will impact the Bank’s operations will depend on future developments, which are highly uncertain at this stage.

Our Opinion is not modified in respect of the above matters. Key Audit Matters

5. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our Report.

Sr. No	Key Audit Matter	Auditor’s Response
1	Income Recognition , Asset Classification & Provisioning relating to Advances Advances constitute 46.61 % of the Bank’s total assets. The recognition of income on accrual basis in respect of advances extended by the Bank, Classification of advances into Performing and Non performing and provisioning thereof are in accordance with the extant prudential norms on Income Recognition and Asset Classification and provisioning (IRAC) norms and other circulars and directives issued by Reserve Bank of India from time to time (Refer 2.1 of Schedule 17, read with Note 2 of Schedule 18 to the financial statements).	Principal Audit Procedures Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as under :- ^ Evaluating the design of internal controls relating to implementation of prudential norms on IRAC and other related circulars/directives issued by RBI and also the internal policies and procedures ofthe Bank. ^ Examining the efficacy of various internal controls over advances to determine the nature, timing and extent of the substantive procedures and compliance with the observations of the various audits conducted as per the monitoring mechanism of the Bank and RBI inspection.

Taking into consideration the nature of transactions, compliance with the Reserve Bank of India guidelines, issues involved in the valuation of securities etc., in our opinion classification of Advances into performing and non performing, recognition of income in respect of such advances and also provisioning relating to Performing/Non-Performing advances are considered to be one of the most significant matter in the audit and therefore determined to be a Key audit matter.

^ Examining all large advances/stressed advances and other advances on a sample basis including review of valuation reports of independent valuers as provided by the Bank’s management. ^ Relying on the audit reports of other Statutory Branch Auditors ^ Relying on the returns and financial shared by the branch heads in respect of unaudited branches. ^ Reviewing Memorandum of Changes suggested by the Branch Auditors and take appropriate action. ^ Review of various audit and inspection reports made available to us in the relevant areas. ^ Placing reliance on the opinions of domain experts on legal matters, titles, valuation and other aspects of securities charged to the bank. ^ Review of files of the borrowers selected on sample basis and operations of such accounts. ^ Performing relevant analytical procedures. ^ Test checking of interest application, levying of other charges, commission etc.,

2	Contingent Liability	Principal Audit Procedures
	The contingent liability as defined in AS 29 - provisions, contingent liability and contingent assets requires assessment of probable outcomes and cash flows. The identification and quantification of contingent liabilities require estimation and judgment by management. (Refer 13 of Schedule 17, read with Note 18.12 of Schedule 18 to the financial statements) In view of associated uncertainty relating to the outcome of the matters relating to litigations involving Direct and Indirect taxes, various claims fled by other parties not acknowledged as debts, we have determined the above area as a Key audit matter	We have carried out the validation of information provided by the management by performing the following procedures ^ Evaluating reasonableness of the underlying assumptions. ^ Understanding the current status of the litigations/tax assessments. ^ Examination of recent orders and /or communication received from various tax authorities/judicial forums and follow up action thereon. ^ Examining the relevant documents on record. ^ Relying on relevant external evidence available including legal opinion , relevant judicial precedents and industry practices.
			Getting management confirmation where-ever necessary.

3	IT Systems & Control	Principal Audit Procedures
	The entire Preparation of financial statements is highly	We have carried out our audit procedures with standards
	dependent on CBS and other supporting software	on auditing guidelines towards implementation of IT
	and hardware controls. Adequate and appropriate IT	policies and procedures followed by the bank in order to
	controls are required to ensure that these IT application	effectively monitor, control, and evaluate the IT applications
	process data as expected and changes are made	and controls to ensure effective implementation of such
	in an appropriate manner. Such controls ensure	policies and procedures.
	mitigating the expected risk of erroneous output data.	We have also relied on the report issued by the IS Auditor
	Audit outcome is dependent on the extant IT controls	and obtained necessary inputs from IS experts wherever
	and systems, and accordingly the above areas are determined to be a Key audit matter.	necessary.

4	Classification and valuation of Investments,	Principal Audit Procedures
	identification of and provisioning for non performing	We evaluated and understood the Bank’s internal control
	investments.	systems to comply with relevant RBI guidelines regarding
	(Refer 4 of Schedule 17, read with Note 1 of Schedule	valuation, classification, identification of Non Performing
	18 to the financial statements)	Investments, provisioning and depreciation related to investments.

	Investments constitute 34.85% of the total assets of the bank. Valuation of Investments are done as per the guidelines, circulars and directives issued by RBI from time to time involving applying the rates quoted on BSE/NSE and other agencies, relying on the financial statements of unlisted companies etc. Taking into consideration the volume of transactions, value of investments being carried in the books ofthe bank, complexities involved in the valuation of investments we have considered the above area as a Key audit matter.	Evaluating the process adopted for collection of data from various sources for determining the value of investments. Assessing and evaluating the system of identification of Non performing investments, income recognition on such investments and also ensuring creation of necessary provision in respect of Non performing investments.

5	Classification of Advances into Priority & Non-Pri-	We have assessed the efficacy of the system of sector wise
	ority Sector	classification by the Bank.
	Bank has made re-classification of borrowers’ ac-	We have relied on the Branch audit reports Consolidation of
	counts between Priority & Non-Priority Sector during	Branch returns at Nodal level for sector wise classification.
	the year under Audit.	We have selected sample of product wise accounts in
	Consequently, we have considered this as a Key Audit	priority sector classification to determine the correctness of
	Matter.	reporting of sector wise classification.

6	Modified Audit procedures carried out in light of	Principal Audit Procedures
	COVID-19 outbreak	We have modified our audit procedures as follows:
	Due to outbreak of COVID-19 pandemic and the	Conducted examination/verification of necessary records/
	consequent lockdown imposed and travel advisories	documents/reports electronically through e mails and
	issued by the State Government/Local Authorities	remote access to the relevant software (Finacle), where it
	during the period of our audit, we could not travel	was not possible to physicallyvisit the Offices ofthe Bank.
	to the Branches, Regional Offices, to carry out the audit processes physically. The audit was carried out	Carried out verification of scanned copies of the docu-
	remotely where physical access was not possible.	ments, certificates, reports, financial statements, and related records made available to us electronically through
	Wherever we were not able to visit various locations,	remote access/ emails.
	the necessary records/reports/documents/certificates were made available to us by the Bank through digital medium, emails and remote access to the relevant	Interaction and gathering audit evidence through video conferencing, scanned copies, documents through emails,
	application software (FINACLE). We could not visit some of the Branches and Regional Offices. As	telephonic conversations, and other similar modes of communication.
	informed to us, some ofthe Branch Auditors also could	Resolved audit observations through discussions, receipt
	not visit the Branches allotted to them and accordingly they also adopted modified audit procedures. To this extent, the audit process was carried out on the basis of such documents, reports, and records made available to us, which were relied upon by us as audit evidence for conducting the audit and reporting for the year under report.	of digital records, telephonic conversations and e mails.
	Since we could not gather audit evidence physically/ in person/through meetings with the officials of the Bank at the respective Branches / Regional Offices / Head office; we have identified the audit procedure as contained herein as a Key Audit Matter.

Information Other than the Standalone Financial Statements and Auditors’ Report thereon

6. The Bank’s Board of Directors is responsible for the other information. The other information comprises the Corporate Governance report (but does not include the Standalone Financial Statements and our auditors’ report thereon), which we obtained at the time of issue of this auditors’ report, and the Directors’ Report including annexures in annual report, if any, thereon, which is expected to be made available to us after that date.

Our opinion on the Standalone Financial Statements does not cover the other information and Pillar 3 disclosures under the Basel III Disclosure and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Directors’ Report, including annexures in annual report, if any, thereon, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The Bank’s Board of Directors is responsible with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards issued by ICAI, and provisions of Section 29 of the Banking Regulation Act, 1949 and circulars and guidelines issued by the Reserve Bank of India (‘RBI’) from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going concern, disclosing, as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Bank’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the

financial statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

9. We did not audit the financial statements / information of 1920 branches (including 2 Regional Offices) included in the standalone financial statements of the Bank whose financial statements / financiast l information reflect total assets of

Rs.2,10,80,84,936 (inthousand)asat31 March 2021 and total revenue of Rs. 15,84,73,399 (in thousand) for the year ended on that date, as considered in the standalone financial statements. The financial statements / information of these branches have been audited by the branch auditors and 1 overseas Branch reviewed by Independent Auditor whose reports have been furnished to us and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the report of such branch auditors. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949.

11. Subject to the limitations of the audit indicated in paragraph 6 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

(b) The transactions of the Bank, which have come to our notice, have been within the powers ofthe Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

12. We further report that:

a) In our opinion, proper books of account as required by law have been kept by the Bank so far it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us

b) the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us

c) the reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) in our opinion, the Balance Sheet, Profit and Loss Account and the Statement of Cash Flows comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

13. As required by letter No. DOS.ARG.No.6270/08.91.001/2019-20 dated March 17, 2020 on “Appointment of Statutory Central Auditors (SCAs) in Public Sector Banks - Reporting obligations for SCAs from FY 2019-20”, read with subsequent communication dated May 19, 2020 issued by the RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards issued by ICAI, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

b) There are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the bank.

c) On the basis of the written representations received from the directors as on March 31,2021, none of the directors is disqualified as on March 31,2021 from being appointed as a director in terms of sub-section (2) of Section 164 of the CompaniesAct, 2013.

d) There are no qualifications, reservations or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of the bank''s internal financial controls over financial reporting isgiven in Annexure-Atothisreport. Our Report Expresses an unmodified opinion on the Bank''s Internal financial control over financial reporting as at 31st March, 2021.

For PATRO & CO For M.SRINIVASAN & ASSOCIATES

Chartered Accountants Chartered Accountants

FRN 310100E FRN004050S

(N.ANANDA RAO ) (S.SANTHOSH)

Partner Partner

M No :051656 M.No.230839

UDIN: 21051656AAAAJK1548 UDIN:21230839AAAABM4103

For S.N.NANDA & CO For YOGANANDH & RAM LLP

Chartered Accountants Chartered Accountants

FRN 000685N FRN 005157S/S200052

(PUNEET NANDA ) (N SRIDHAR)

^Partner Partner

^M-^No-⁰⁹²⁴³⁵ M No: 026833

^{UDIN: 2}1°9²⁴³⁵AAAA^BA11⁸³ UDIN: 21026833AAAAAY5690

Place : Chennai Date : 14 June 2021

---

Mar 31, 2019

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the standalone financial statements of Indian Overseas Bank (“the Bank”), which comprise the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to financial statements including a summary of significant accounting policies and other explanatory information in which are included returns for the year ended on that date of 20 branches audited by us and 1614 branches (including 4 overseas branches and 15 Regional Offices) audited by statutory branch auditors and one Overseas branch reviewed by Independent Auditor. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also included in the Balance Sheet, the Statement of Profit and Loss and Statement of Cash Flows are the returns from 1709 branches (Including 33 Regional Offices and 7 Zonal Offices) which have not been subjected to audit. These unaudited branches account for 11.64% of advances, 26.06% of deposits, 8.23% of interest income and 24.65% of interest expenses.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act,1949 (“the act”) in the manner so required for bank and are in conformity with accounting principles generally accepted in India and:

(i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31st March, 2019;

(ii) the Profit and Loss Account, read with the notes thereon shows a true balance of loss for the year ended on that date; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India (ICAI). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the financial statements under the provisions of the act, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to:

a) Note No. 7.3 of Schedule 18 relating to recognition of Deferred Tax Asset for the year aggregating to Rs.2236.80 Crore.

b) Note No 27 of Schedule 18 relating to MSME restructuring. Bank has restructured 8403 MSME accounts and treated them as standard assets amounting to Rs.373.88 crore as per RBI Circular 2018-19 DBR No BPBC. 18/21.04.048/201819 dated January 1 2019. Further in accordance with the RBI Circular DBR.No.BPBC.108/21.04.048/2017-18 dated 6th June 2018, bank has retained advances of Rs.424.28 crore as Standard asset as on 31st March 2019.

Our Opinion is not modified in respect of the above matters.

Key Audit Matters:

5. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our Report.

Sr. No	Key Audit Matter	Auditor’s Response
1	Income Recognition, Asset Classification & Provisioning relating to Advances Advances constitute 53.04% of the Bank’s total assets. The recognition of income on accrual basis in respect of advances extended by the Bank, Classification of advances into Performing and Non performing and provisioning thereof are in accordance with the extant prudential norms on Income Recognition and Asset Classification and provisioning (IRAC) norms and other circulars and directives issued by Reserve bank of India from time to time (Refer Schedule 17, read with Note 3 of Schedule 18 to the financial statements). Taking into consideration the nature of transactions, compliance with the Reserve Bank of India guidelines, issues involved in the valuation of securities etc., in our opinion classification of Advances into performing and non performing, recognition of income in respect of such advances and also provisioning relating to Performing/Non-Performing advances are considered to be one of the most significant matter in the audit and therefore determined to be a Key audit matter.	Principal Audit Procedures Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as under :- - Evaluating the design of internal controls relating to implementation of prudential norms on IRAC and other related circulars/directives issued by RBI and also the internal policies and procedures of the Bank. - Examining the efficacy of various internal controls over advances to determine the nature, timing and extent of the substantive procedures and compliance with the observations of the various audits conducted as per the monitoring mechanism of the Bank and RBI inspection. - Examining all large advances/stressed advances and other advances on a sample basis including review of valuation reports of independent valuers as provided by the Bank’s management. - Relying on the audit reports of other Statutory Branch Auditors - Reviewing Memorandum of Changes suggested by the Branch Auditors and take appropriate action. - Review of various audit and inspection reports made available to us in the relevant areas. - Placing reliance on the opinions of domain experts on legal matters, titles, valuation and other aspects of securities charged to the bank. - Review of files of the borrowers selected on sample basis and operations of such accounts. - Performing relevant analytical procedures. - Test checking of interest application, levying of other charges, commission etc.,
2	Contingent Liability The contingent liability as defined in AS 29 - provisions, contingent liability and contingent assets requires assessment of probable outcomes and cash flows. The identification and quantification of contingent liabilities require estimation and judgment by management. (Refer Schedule 17, read with Note 18.12 of Schedule 18 to the financial statements) In view of associated uncertainty relating to the outcome of the matters relating to litigations involving Direct and Indirect taxes, various claims filed by other parties not acknowledged as debts, we have determined the above area as a Key audit matter	Principal Audit Procedures We have carried out the validation of information provided by the management by performing the following procedures - Evaluating reasonableness of the underlying assumptions. - Understanding the current status of the litigations/tax assessments. - Examination of recent orders and /or communication received from various tax authorities/judicial forums and follow up action thereon. - Examining the relevant documents on record. - Relying on relevant external evidence available including legal opinion , relevant judicial precedents and industry practices. - Getting management confirmation where-ever necessary.
3	IT Systems & Control The entire Preparation of financial statements is highly dependent on CBS and other supporting software and hardware controls. Adequate and appropriate IT controls are required to ensure that these IT application process data as expected and changes are made in an appropriate manner. Such controls ensure mitigating the expected risk of erroneous output data. Audit outcome is dependent on the extant IT controls and systems, and accordingly the above areas are determined to be a Key audit matter.	Principal Audit Procedures We have carried out our audit procedures with standards on auditing guidelines towards implementation of IT policies and procedures followed by the bank in order to effectively monitor, control, and evaluate the IT applications and controls to ensure effective implementation of such policies and procedures. We have also relied on the report issued by the IS Auditor and obtained necessary inputs from IS experts wherever necessary.

4	Classification and valuation of Investments,	Principal Audit Procedures
	identification of and provisioning for non performing	We evaluated and understood the Bank’s internal control systems to
	investments.	comply with relevant RBI guidelines regarding valuation, classification,
	(Refer Schedule 17, read with Note 2 of Schedule 18 to	identification of Non Performing Investments, provisioning and
	the financial statements)	depreciation related to investments.
	Investments constitute 26.77% of the total assets	Evaluating the process adopted for collection of data from various sources
	of the bank.	for determining the value of investments.
	Valuation of Investments are done as per the guidelines,	Assessing and evaluating the system of identification of Non performing
	circulars and directives issued by RBI from time to time	investments, income recognition on such investments and also ensuring
	involving applying the rates quoted on BSE/NSE and	creation of necessary provision in respect of Non performing investments.
	other agencies, relying on the financial statements of
	unlisted companies etc. Taking into consideration the
	volume of transactions, value of investments being
	carried in the books of the bank, complexities involved
	in the valuation of investments we have considered the
	above area as a Key audit matter.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

6. The Bank’s Board of Directors is responsible with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards issued by ICAI, and provisions of Section 29 of the Banking Regulation Act, 1949 and circulars and guidelines issued by the Reserve Bank of India (‘RBI’) from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going concern, disclosing, as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

7. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the bank to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

8. We did not audit the financial statements / information of 1614 (number) branches included in the standalone financial statements of the Bank whose financial statements / financial information reflect total assets of Rs.1,05,678 crore as at 31st March 2019 and total revenue of Rs. 8,485 crore for the year ended on that date, as considered in the standalone financial statements. The financial statements / information of these branches have been audited by the branch auditors whose reports have been furnished to us, and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, are based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949.

10. Subject to the limitations of the audit indicated in paragraph 6 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

(b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

11. We further report that:

a) In our opinion, proper books of account as required by law have been kept by the Bank so far it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us

b) the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us

c) the reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) in our opinion, the Balance Sheet, Profit and Loss Account and the Statement of Cash Flows comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

For R SUBRAMANIAN AND COMPANY LLP For S A R C & ASSOCIATES

Chartered Accountants Chartered Accountants

FRN 004137S/S200041 FRN 006085N

R SUBRAMANIAN CHETAN THAKKAR

Partner Partner

M.No.08460 M.No. 114196

For PATRO & CO For M. SRINIVASAN & ASSOCIATES

Chartered Accountants Chartered Accountants

FRN 310100E FRN 004050S

N ANANDA RAO M. SRINIVASAN

Partner Partner

M.No.051656 M.No.022959

Place: Chennai

Date: 09.05.2019

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Mar 31, 2018

Report on the Financial Statements

1. We have audited the accompanying financial statements of Indian Overseas Bank (“the Bank”) as at 31stMarch 2018, which comprise the Balance Sheet as at 31stMarch 2018, and Profit and Loss Account and the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us and 1564 branches (including 8 overseas branches and 9 Regional Offices) audited by statutory branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Statement of Profit and Loss are the returns from 1820 branches (Including 39 Regional Offices and 7 Zonal Offices) which have not been subjected to audit. These unaudited branches account for 11.24% of advances, 25.72% of deposits, 8.88% of interest income and 23.83% of interest expenses.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with Banking Regulations Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Bank’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

6. In our opinion, as shown by books of the Bank, and to the best of our information and according to the explanations given to us:

(i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31stMarch, 2018 in conformity with accounting principles generally accepted in India;

(ii) the Prof t and Loss Account, read with the notes thereon shows a true balance of loss, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

7. Emphasis of Matter We draw attention to:

a) Note No.6.4 (Schedule 18) relating to recognition of Deferred Tax Asset for the year aggregating to Rs.2392.02 Crores

b) Note No.7 (Schedule 18) relating to reconciliation of certain Inter branch transactions.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

(b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10. We further report that:

a) the Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account and returns;

b) the reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report;

c) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For HARIBHAKTI & Co LLP For TALATI & TALATI

Chartered Accountants Chartered Accountants

FRN 103523W/W100048 FRN 110758W

(G.N.RAMASWAMI) (UMESH TALATI)

Partner Partner

M.No.202363 M.No.034834

For R SUBRAMANIAN AND COMPANY LLP For S A R C & ASSOCIATES

Chartered Accountants Chartered Accountants

FRN 004137S/S200041 FRN 006085N

(N KRISHNAMURTHY) (SUNIL KUMAR GUPTA)

Partner Partner

M.No.019339 M.No.084884

Place : Chennai

Date : 29.05.2018

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Mar 31, 2017

To the Members of Indian Overseas Bank

Report on the Financial Statements

1. We have audited the accompanying financial statements of Indian Overseas Bank (“the Bank”) as at 31^stMarch 2017, which comprise the Balance Sheet as at 31^stMarch 2017, and Profit and Loss Account and the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us and 1657 branches(including 8 overseas branches and 14 Regional Offices) audited by statutory branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Statement of Profit and Loss are the returns from 1773 branches (Including 35 Regional Offices and 7 Zonal Offices) which have not been subjected to audit. These unaudited branches account for 8.40% of advances, 20.29% of deposits, 7.22% of interest income and 16.61% of interest expenses.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with Banking Regulations Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Bank’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

6. In our opinion, as shown by books of the Bank, and to the best of our information and according to the explanations given to us:

(i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31^stMarch, 2017 in conformity with accounting principles generally accepted in India;

(ii) the Profit and Loss Account, read with the notes thereon shows a true balance of loss, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

7. Emphasis of Matter

We draw attention to Note No.7.2 (Schedule 18) with regards to migration to new Operating System during the year and the relevant issues.

Our opinion is not qualified in respect of the above.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory;

(b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10. We further report that:

a) the Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account and returns;

b) the reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report;

c) i n our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For VARDHAMAN & CO For ASA & ASSOCIATES LLP For A V DEVEN & CO

Chartered Accountants Chartered Accountants Chartered Accountants

FRN 004522S FRN 009571N / N500006 FRN 000726S

(ABHA JAIN) (S. SUNDAR RAJAN) (P KANNAN)

Partner Partner Partner

M. No. 015454 M.No.211414 M.No.024687

For HARIBHAKTI & CO LLP For TALATI & TALATI

Chartered Accountants Chartered Accountants

FRN 103523W/W100048 FRN 110758W

(G. N. RAMASWAMI) (UMESH H. TALATI)

Partner Partner

M.No. 202363 M.No.034834

Place : Chennai

Date : 17.05.2017

---

Mar 31, 2015

1. We have audited the accompanying financial statements of Indian Overseas Bank as at 31.3.2015, which comprise the Balance Sheet as at 31.3.2015, and Profit and Loss Account and the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us and 1928 branches including 8 overseas branches audited by branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Statement of Profit and Loss are the returns from 1456 branches and 59 Regional Offices which have not been subjected to audit. These unaudited branches account for 5.35% of advances, 16.14% of deposits, 15.85% of interest income and 14.91% of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with Banking Regulations Act 1949. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Bank''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

6. In our opinion, as shown by books of the Bank, and to the best of our information and according to the explanations given to us:

(i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31.3.2015 in conformity with accounting principles generally accepted in India;

(ii) t he Profit and Loss Account, read with the notes thereon shows a true balance of loss in conformity with accounting principles generally accepted in India, for the year covered by the account; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

7. Emphasis of Matter

a) We draw attention to Note No.8 regarding amortization of pension and gratuity liability of Rs. 1005.21 crore over a period of 5 years from 31.3.2011.

b) We draw attention to Note No 3.5 regarding utilization of floating provision and counter cyclical provisioning buffer held as on 31.12.2014 for meeting specific provision for non performing assets during the year ended 31.3.2015 amounting to Rs. 150 crores (Previous year Rs. 324.20 crore).

Our opinion is not qualified in respect of the above.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory.

(b) The transactions of the Bank, which have come to our notice have been within the powers of the Bank.

(c) The returns received from the offices and branches of the Bank have been found adequate for the purpose of our audit.

In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable Accounting Standards.

Instructions to shareholders: Most Urgent and Immediate

1. The Shareholders who have not received/encashed the dividend from financial year 2007-08, are requested to send their claim along with details of Folio No.(s) to Registrar & Share Transfer Agent, M/s Cameo Corporate Services Ltd, (Unit-IOB), Subramanian Building, V Floor, No 1 Club House Road, Chennai 600 002 or to Investor Relations Cell, Indian Overseas Bank, Central Office,763 Anna Salai, Chennai 600 002.

2. Shareholders are also requested to send their claims, if any, in case of non receipt of refund orders in respect of our Public Issue 2000 and Follow on Public Issue 2003 along with Application Number to Investor Relations Cell, Indian Overseas Bank, Central Office,763, Anna Salai, Chennai-600 002.

3. The shareholders, who are holding shares In electronic form have to approach only the DP concerned and not the Registrar for any change in the mandated particulars like change of address, Bank Account, etc

4. Consolidation of Folios: It has been found that many shareholders maintain more than one folio (ie.) multiple folios. In order to provide efficient service to shareholders, we request the shareholders to consolidate the folios by forwarding their share certificates to our Registrar and Share Transfer Agent for necessary corrections in their records.

For P.R.MEHRA & Co For DASS KHANNA & Co For VARDHAMAN & CO

Chartered Accountants Chartered Accountants Chartered Accountants

FRN 000051N FRN 000402N FRN 004522S

(RAMESH CHAND GOYAL) (RAKESH SONI) (ABHA JAIN)

Partner Partner Partner

M.No.012628 M.No.083142 M.No.015454

For ASA & ASSOCIATES LLP For A V DEVEN & CO

Chartered Accountants Chartered Accountants

FRN 009571N / N500006 FRN 000726S

(J. SIVASANKARAN) (A VASUDEVEN)

Partner Partner

M.No.022103 M.No.023882

Place : Chennai Date : 08.05.2015

---

Mar 31, 2013

1. We have audited the accompanying financial statements of Indian Overseas Bank as at 31st March, 2013, which comprise the Balance Sheet as at March 31, 2013, and Profit and Loss Account and the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Incorporated in these financial statements are the returns of 20 branches audited by us and 1320 branches including 6 overseas branches audited by branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Statement of Profit and Loss are the returns from 1628 branches which have not been subjected to audit. These unaudited branches account for 12.71 per cent of advances, 22.64 per cent of deposits, 12.63 per cent of interest income and 11.24 per cent of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with Banking Regulations Act 1949. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Bank''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion, as shown by books of the Bank, and to the best of our information and according to the explanations given to us:

(i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31st March 2013 in conformity with accounting principles generally accepted in India;

(ii) the Profit and Loss Account, read with the notes thereon shows a true balance of profit in conformity with accounting principles generally accepted in India, for the year covered by the account; and

(iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

Emphasis of Matter

7. We draw attention to :

a) Note No.8 regarding amortization of pension and gratuity liability of Rs. 1005.21 crore over a period of 5 years from 31.3.2011.

b) Note No. 3.6 regarding partial write off of secured portion of certain doubtful advances Our opinion is not qualified in respect of the above.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, and subject also to the limitations of disclosure required therein, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory.

(b) The transactions of the Bank, which have come to our notice have been within the powers of the Bank.

(c) The returns received from the offices and branches of the Bank have been found adequate for the purpose of our audit except for return of Singapore branch relating to security wise assets classification of the loans outstanding of Rs.8656.61 crore (secured by tangible assets Rs.3881.39 crore, covered by Bank Guarantee Rs.2346.20 crore and unsecured Rs.2429.02 crore) which was not certified by the Statutory Branch Auditor. We have relied upon this return as certified by branch management and internal auditor.

10. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable Accounting Standards.

For S R Mohan & Co For Badari, Madusudhan For B Thiagarajan & Co

Chartered Accountants & Srinivasan Chartered Accountants

FRN 002111S Chartered Accountants FRN 004371S

FRN 05389S

(G.JAGADESWARA RAO) (N.K.MADHUSUDHAN) (B.THIAGARAJAN)

Partner Partner Partner

M. No.021361 M.No.020378 M.No.18270

For Sankar & Moorthy For P R Mehra & Co. For Dass Khanna & Co

Chartered Accountants Chartered Accountants Chartered Accountants

FRN 003575S FRN 000051N FRN 000402N

(A.MONY) (ASHOK MALHOTRA) (RAKESH SONI)

Partner Partner Partner

M. No. 028519 M No.082648 M.No.083142

Place: Chennai

Date: 29.04.2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Indian Overseas Bank as at 31st March 2012, the Profit and Loss Account and the Cash Flow Statement annexed thereto for the year ended on that date, in which are incorporated the returns of 20 branches and 45 Regional Offices audited by us and 1764 branches including 6 Overseas Branches audited by other auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued by the Reserve Bank of India. Also incorporated in the Balance Sheet and Profit & Loss Account are the returns of 878 branches which have not been subjected to audit. Such unaudited branches account for 2.05 % of advances, 7.20 % of deposits, 3.07 % of interest income and 3.05% of interest expenses. These financial statements are the responsibility of the Bank's Management. Our responsibility is to express an opinion based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examination on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

4. The additional disclosures made in Note No.14.2,15,16 and 17 to the Notes on Accounts (Schedule 18) with regard to information in respect of Restructured Accounts, Business Ratios, Maturity Pattern of Assets and Liabilities and Exposure to Sensitive Sectors, respectively are based on the records/information as certified by the Bank and relied upon by us.

5. As required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and subject to the limitation of the audit indicated in Paragraph 1 above and also to the limitation of disclosure required therein we report as under:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit and have found the same to be satisfactory;

b) The transactions of the Bank, which have come to our notice have been within the powers of the Bank;

c) The returns received from the offices and branches of the Bank have been found adequate for the purpose of our audit;

d) In our opinion and to the best of our information and according to the explanations given to us and as shown by the books of the Bank maintained in accordance with the generally accepted Accounting Principles in India:

i) The Balance Sheet read with Significant Accounting Policies and Notes thereon is a full and fair Balance Sheet containing all the particulars and is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March 2012;

ii) The Profit and Loss Account read with Significant Accounting Polices and Notes thereon shows a true balance of Profit for the year ended on that date; and

iii) The Cash Flow Statement read with Notes thereon shows a true and fair view of the cash flow for the year ended on that date.

6. Without qualifying our opinion, we draw attention to:

a) Note No.7.2 regarding tax expenses for the year after reversal of excess provision of Rs.234.12 crore provided in the earlier years;

b) Note No.9 regarding accounting treatment of pension and gratuity liability;

c) Note No.19.2.2 regarding reversal of provision of sick leave of Rs.119.00 crore made in the earlier year.

1. The Banking Companies (Acquisition and Transfer of Undertakings) and Financial Institutions Laws (Amendment) Act, 2006, which has come into force on 16 10 2006 has inserted a new section 10(B) in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 which provides as under :

- Within 7 days from the expiry of 30 days from the date of declaration, if any shareholder has not encashed/ claimed the dividend, such amounts lying in the bank Dividend current account, shall be transferred to a separate account styled "Unpaid Dividend Account of IOB for the year_"

- Any money transferred to the Unpaid Dividend account which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred to the Investor Education and Protection Fund (IEPF)established under section 205(1)(C) of the Companies Act, 1956.

Hence the Shareholders who have not received/ encashed the dividend for financial years 2000-01, 2001-02, 2002-03 Interim/Final Dividend 2003-04, Interim Final Dividend 2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10 and for the year 2010-11 are requested to send their claim along with details of Folio No.(s) to Investor Relations Cell, Indian Overseas Bank, Central Office, 763 Anna Salai, Chennai 600 002.

2. Shareholders are also requested to send their claims, if any, in case of non receipt of refund orders in respect of our Public Issue 2000 and Follow on Public Issue 2003 along with Application Number to Investor Relations Cell, Indian Overseas Bank, Central Office,763, Anna Salai, Chennai-600 002.

3. The shareholders, who are holding shares in electronic form have to approach only the DP concerned and not the Registrar for any change in the mandated particulars like change of address, Bank Account, etc.,. Please note that the Registrar would send the dividend warrant (or credit to the mandated account in the case of shareholders who have opted for ECS credit) based on the particulars furnished by DP to the Registrar as on 22.06.2012.

4. Consolidation of Folios : It has been found that many shareholders maintain more than one folio (i.e.) multiple folios. In order to provide efficient service to shareholders, we request the shareholders to consolidate the folios by forwarding their share certificates to our Registrar and Share Transfer Agent for necessary corrections in their records.

M.BHASKARA RAO & CO MITTAL GUPTA & CO S.R.MOHAN & CO,

FRN 000459S FRN 001874C FRN 002111S

K.R.RATNAM AKSHAY K. GUPTA B.HARI BABU

Partner Partner Partner

M.No.002316 M.No.070744 M.No.022206

BADARI, MADHUSUDHAN & SRINIVASAN B. THIAGARAJAN & CO SANKAR & MOORTHY

FRN 005389S FRN 004371S FRN 003575S

N.SRINIVASAN B.THIAGARAJAN S.SURESH

Partner Partner Partner

M.No.027887 M.No.018270 M.No.203716

Place : Chennai

Date : 5.5.2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Indian Overseas Bank as at 31st March 2011, the Profit and Loss Account and Cash Flows Statement of the Bank for the year ended 31st March 2011 annexed thereto in which are incorporated the returns of 20 branches and 43 Regional Offices audited by us and 1786 branches including 6 Overseas Branches audited by other auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued by Reserve Bank of India. Also incorporated in the Balance Sheet and Profit & Loss Account are the returns from 407 branches / centres which have not been subjected to audit. These unaudited branches account for 0.58 % of advances, 2.98 % of deposits, 1.62 % of interest income and 1.34% of interest expenses. These financial statements are the responsibility of the Banks Management. Our responsibility is to express an opinion based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examination on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

4. The additional disclosures made in Note No. 4.2, 5, 6 and 7 to the Notes on Accounts (Schedule 18) with regard to information in respect of Restructured Accounts, Business Ratios, Maturity Pattern of Assets and Liabilities and Exposure to Sensitive Sectors,

respectively are based on the records/information as certified by the Bank and relied upon by us.

5. As required by the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970 and subject to the limitation of the audit indicated in Paragraph 1 above and also to the limitation of disclosure required therein we report as under:

a) In our opinion and to the best of our information and according to the explanations given to us and as shown by the books of the Bank maintained in accordance with generally accepted Accounting Principles in India.

i) The Balance Sheet is a full and fair Balance Sheet containing the necessary particulars, and is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31st March 2011;

ii) The Profit and Loss Account shows a true balance of Profit for the year ended 31st March 2011 and

iii) The Cash Flows Statement gives a true and fair view of the cash flow for the year ended 31st March 2011.

b) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit and have found the same to be satisfactory.

c) The transactions of the Bank, which have come to our notice have been within the powers of the Bank.

d) The returns received from the offices and branches of the Bank have been found adequate for the purpose of our audit.

6. Without qualifying our opinion, we draw attention to:

a) Note No 9 to the Financial Statements regarding the write off of Rs.82.17 crore during the year (previous year Rs.82.17 crore) being one third of the deficit arising on the take over of the specific assets and liabilities of a bank in the previous year amounting to Rs.246.52 crore

b) And carry over of balance of Rs.82.17 crore to next year as against the writing off the entire deficit in that year; and

c) Note No.10 to the Financial Statements, which describes deferment of pension and gratuity liability of the Bank to the extent of Rs.804.17 crore pursuant to the exemption granted by Reserve Bank of India to the Public Sector Banks from the application of the Provisions of Accounting Standard (AS) 15, Employee Benefits vide its Circular No.DBOD.BP.BC/80/21.04.018/2010-11 on Reopening of Pension Option to Employees of Public Sector Banks and Enhancement of Gratuity Limits - Prudential Regulatory Treatment.

For Varma & Varma For PKF Sridhar & Santhanam For Bhaskaran & Chartered Accountants Chartered Accountants Ramesh FRN 004532s FRN 003990s Chartered Accountants FRN 000462S

(K.M.SUKUMARAN) (S.RAJESHWARI) (A.BHASKARAN) Partner Partner Partner M.No.015707 M.No.024105 M.No.021948



For M Bhaskara Rao & Co For Mittal Gupta & Co For S R Mohan & Co Chartered Accountants Chartered Accountants Chartered Accountants FRN000459S FRN001874C FRN 002111S



(K.R.RATNAM) (AKSHAY K GUPTA) (KODANDA RAMAGUPTA T.N.) Partner Partner Partner M. No.002316 M.No.070744 M.No.018868



Place: Chennai Date: 02.05.2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Indian Overseas Bank as at 31st March 2010, the Profit and Loss Account and Cash Flows Statement of the Bank for the year ended 31s March 2010 annexed thereto in which are incorporated the returns of 20 branches and 41 Regional Offices audited by us and 1705 branches including 6 Overseas Branches audited by other auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued by Reserve Bank of India. Also incorporated in the Balance Sheet and Profit & Loss Account are the returns from 305 branches / centres which have not been subjected to audit. These unaudited branches account for 1.35 % of advances, 4.99 % of deposits, 2.19% of interest income and 2.35% of interest expenses. These financial statements are the responsibility of the Banks Management. Our responsibility is to express an opinion based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statements. An audit includes examination on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

4. Reference is invited to

i) Significant Accounting Policy No.2.2 and 2.5 (Schedule - 17) regarding revenue recognition which are not in conformity with Accounting Standard - 9 issued by the Institute of Chartered Accountants of India.

ii) Note No.3.2 in Notes on Accounts (Schedule - 18) regarding recoverablility of claims pending and / or yet to be lodged with Guarantee Institutions.

The impact of the items stated herein above on the Profit & Loss Account, Balance Sheet, Capital Adequacy Ratio and business ratios as stated in Notes on Accounts (Schedule-18) is not ascertainable.

5. The additional disclosures made in Note No.4.2, 5, 6,7, 8.7 and 10.1 to the Notes on Accounts (Schedule 18) with regard to information in respect of Restructured Accounts, Business Ratios, Maturity Pattern of Assets and Liabilities, Exposure to Sensitive Sectors, Unsecured Advances and Concentration of Deposits, Advances, Exposures and NPAs respectively are based on the records / information as certified by the Bank and relied upon by us.

6. As required by the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970 and subject to

i) the limitation of the audit indicated in Paragraph 1 above, and the limitation of disclosure required therein

ii) our observations in Paragraph 4 & 5 above, and

iii) Note No. 11 in Notes on Accounts (Schedule 18) regarding the write off of a sum of Rs 8217 Crores being one third of the deficit arising on the takeover of the specific assets and liabilities of a bank - as permitted by Reserve Bank of India - as against writing off the entire deficit of Rs 246.52 Crores as is the Generally Accepted Accounting Practice.

we report as under :

a) In our opinion and to the best of our information and according to the explanations given to us and as shown by the books of the Bank maintained in accordance with generally accepted Accounting Principles in India.

i) The Balance Sheet is a full and fair Balance Sheet containing the necessary particulars, and is properly drawn up so as to exhibit a true and fair view of the affairs of the Bank as at 31sMarch 2010.

ii) The Profit and Loss Account shows a true balance of Profit for the year ended 31st March 2010 and

iii) The Cash Flows Statement gives a true and fair view of the cash flow for the year ended 31s March 2010.

b) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit and have found the same to be satisfactory.

c) The transactions of the Bank, which have come to our notice have been within the powers of the Bank.

d) The returns received from the offices and branches of the Bank have been found adequate for the purpose of our audit.

For Om Agarwa l & Co For Varma & Varma For PKF Sridhar & Santaam Chartered Accountants Chartered Accountants Chartered Accountants

P.GUPTA) (K.M.SUKUMARAN) (TVBAUSUBRAAMNWN) Partner Partner Partner M.No. 072936 M.No.015707 M.No.027251 FRN000971C FRN004532S FRN003990S For Bhaskaran & Ramesh For M Bhaskara Rao & Co For Mittal Gupta & Co Chartered Accountants Chartered Accountants Chartered Accountants (J.RANGMRAWN) (PRATNAM) (B.LGUPTA) Partner Partner Partner M.No.024327 M.No.002316 M.No.073794 FRN000462S FRN000459S FRN001874C

Place: Chennai Date : 29.04.2010