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Axis Bank Ltd			Industry : Banks - Private Sector


BSE Code:	532215	NSE Symbol:	AXISBANK	P/E(TTM):	17.51

ISIN Demat:	INE238A01034	Div & Yield %:	0.07	EPS(TTM):	78.63

Book Value(Rs):	656.4902626	Market Cap ( Cr.):	428162.07	Face Value(Rs):	2

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Dear Members,

Your Board of Directors (the "Board") is pleased to present its 32nd Board's report on the performance of Axis Bank Limited (the "Bank") together with the audited financial statements for fiscal year 2026.

Financial Performance and State of the Bank's Affairs

The Bank provides a complete suite of banking products and financial services covering retail banking, wholesale banking and treasury operations and is the third largest private sector bank in India in terms of total assets, based on public filings of private sector banks. The Bank's total assets increased 17% year-on-year ("Y-o-Y") from Rs. 1,609,930 crores as at 31 March, 2025 to Rs. 1,886,850 crores as at 31 March, 2026. Furthermore, total deposits increased 14% Y-o-Y from Rs. 1,172,952 crores as at 31 March, 2025 to Rs. 1,335,834 crores as at 31 March, 2026 and total advances increased 19% Y-o-Y from Rs. 1,040,811 crores as at 31 March, 2025 to Rs. 1,233,570 crores as at 31 March, 2026.

Operating revenue increased by 3% Y-o-Y to Rs. 82,179 crores in fiscal 2026. Net Interest Income ("NII") increased 3% to Rs. 56,048 crores in fiscal 2026. Non-interest income consisting of fee, trading and other income increased by 3% to Rs. 26,131 crores in fiscal 2026. Operating expenses grew by 5% to Rs. 39,362 crores in fiscal 2026. As a result, the operating profit grew by 2% to Rs. 42,817 crores. Provisions and contingencies increased by 71% to Rs. 13,263 crores in fiscal 2026. Net profit stood at Rs. 24,457 crores in fiscal 2026.

The financial highlights (standalone) for the year under review, are presented below:

(Rs. in crores)

Particulars	2025-26	2024-25	Growth
Balance sheet:
Deposits	1,335,834	1,172,952	14%
Savings bank deposits	344,136	311,389	11%
Current account deposits	184,776	166,799	11%
Term deposits	806,922	694,764	16%
Advances	1,233,570	1,040,811	19%
Retail advances	673,468	622,897	8%
Corporate advances	412,943	299,393	38%
Small and Medium Enterprise (SME) advances	147,159	118,521	24%
Total assets / liabilities	1,886,850	1,609,930	17%
Profit & loss account:
Net interest income	56,048	54,348	3%
Other income	26,131	25,257	3%
- Fee income	24,444	22,504	9%
- Trading profit1	1,374	2,059	(33%)
- Miscellaneous income	313	694	(55%)
Operating expenses	39,362	37,500	5%
Operating profit	42,817	42,105	2%
Provisions and contingencies (other than tax)	13,263	7,759	71%
Profit before tax	29,554	34,346	(14%)
Provision for tax	5,097	7,973	(36%)
Net profit	24,457	26,373	(7%)
Balance in profit and loss account brought forward from previous year	78,238	60,254	-
Amount available for appropriation	102,695	86,627	-
Appropriations
Transfer to statutory reserve	6,114	6,593	-
Transfer to capital reserve	507	214	-
Transfer to special reserve	977	1,025	-
Transfer to investment fluctuation reserve	136	248	-
Dividend paid	310	309	-
Surplus carried over to balance sheet	94,651	78,238	-

1 Excluding merchant exchange profit.

Key Performance Indicators

Key Performance Indicators	2025-26	2024-25
Interest income as a % of average assets1	7.52	8.10
Non-interest income as a % of average assets1	1.55	1.67
Net interest margin (%)	3.69	3.98
Return on average net worth (%)	13.15	16.52
Operating profit as a % of average assets1	2.53	2.78
Return on average assets1 (%)	1.45	1.74
Profit per employee2 (' in lakhs)	23.79	25.45
Business (Deposits less inter-bank deposits + advances) per employee2 (Rs. in crores)	24.48	20.88
Net non-performing assets as a % of net customer assets3	0.37	0.33

1 Average assets represent average of total assets as reported to the RBI in Form X under Section 27 of the Banking Regulation Act, 1949 during the year.

2 Productivity ratios are based on average number of employees for the year.

3 Customer assets include advances and credit substitutes.

Previous fiscal year's figures have been re-grouped wherever necessary.

Financial Performance of the Group

Subsidiaries of the Bank continued to deliver steady performance. The domestic subsidiaries, collectively, reported a net profit of Rs. 2,051 crores in fiscal 2026, translating into a return on investment of 54%. Consolidated net profit of the group for fiscal 2026 stood at Rs. 26,385 crores, decreasing 6% Y-o-Y. Consolidated return on equity for fiscal 2026 stood at 13.59%, with subsidiaries contributing 44 bps.

Divergence in Asset Classification and Provisioning for NPAs

In terms of the Reserve Bank of India (the "RBI") guidelines, banks are required to disclose the divergence in asset classification and provisioning, consequent to the RBI's annual supervisory process, in the notes to the financial statements. The disclosure is required if either or both of the following conditions are satisfied: (a) the additional provisioning for NPAs as assessed by the RBI exceeds 5% of the reported profit before provisions and contingencies for the reference period; and (b) the additional gross NPAs as identified by the RBI exceeds 5% of the published incremental gross NPAs for the reference period.

Based on the above, no disclosure on divergence in asset classification and provisioning for NPAs is required with respect to RBI's annual supervisory process for fiscal 2025.

Dividend

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the Bank has formulated and adopted a Dividend Declaration Policy, which was reviewed by the Board. The said Policy is available on the website of the Bank at https://www.axis.bank.in/shareholders-corner/corporate-governance.

During the year under review, the Board reviewed and amended the Dividend Declaration Policy, inter alia, to reflect the revised norms notified by the RBI on 10 March, 2026, for declaration of dividend on aspects such as Board oversight requirements, eligibility criteria, quantum of dividend payable and reporting requirement. The revision is effective from fiscal 2027. Further, the Bank has been in compliance with its Dividend Declaration Policy during the past three fiscal years.

In view of the overall performance of the Bank, while retaining capital to support future growth and in line with the Dividend Declaration Policy, the Board at its meeting held on 25 April, 2026, recommended a final dividend of Rs. 1/- per equity share of Rs. 2/- each fully paid (i.e., 50% of the face value), subject to approval of the members at the ensuing 32nd Annual General Meeting (the "AGM"). Upon approval, and in compliance with regulatory guidelines, the dividend will be paid to the members whose names appear in the register of members of the Bank and in the statement of beneficiary position furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the record date i.e., Friday, 10 July, 2026. The total dividend payout will be approximately Rs. 310 crores resulting in a payout of 1.27% of the standalone profit after tax of the Bank. Additional shares issued by the Bank pursuant to exercise of stock options / stock units, until the record date shall also be eligible for such proposed dividend. The total dividend payout shall stand modified accordingly. In terms of the provisions of the Income Tax Act, 2025, dividend income is taxable in the hands of the members and therefore will be subject to deduction of applicable tax.

In terms of Accounting Standard ("AS") - 4 ‘Contingencies and Events Occurring After the Balance Sheet Date' as notified by the Ministry of Corporate Affairs (the "MCA") under Section 133 of the Companies Act, 2013 (the "Act") read together with the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Rules, 2021, such proposed dividend has not been recognised as a liability as on 31 March, 2026.

Integrated Annual Report

For fiscal 2026, the Bank continues to voluntarily publish the Integrated Annual Report based on the International Integrated Reporting Framework ("IIRC") and SEBI's guidelines on Integrated reporting. This report covers aspects such as Bank's strategy, governance framework, performance, risk management and prospects of value creation based on the six forms of capitals viz., financial capital, intellectual capital, manufactured capital, human capital, social and relationship capital, and natural capital.

Capital Structure Share Capital

During fiscal 2026, the Bank issued and allotted 10,803,572 equity shares of Rs. 2/- each, pursuant to exercise of stock options / stock units by the Whole-Time Directors / employees of the Bank and of its subsidiary companies, under the Bank's Employee Stock Option Scheme, 2000-01 and Employee Stock Unit Scheme, 2022.

Consequent to the above, the total issued and paid-up equity share capital of the Bank increased by Rs. 2.16 crores to Rs. 621.63 crores as on 31 March, 2026, vis-a-vis Rs. 619.47 crores, as on 31 March, 2025. The equity shares issued under the above schemes rank pari-passu with the existing equity shares of the Bank.

Apart from the above, the Bank did not raise any additional equity share capital during the year.

Debt Instruments

On 26 November, 2025, the Bank issued and allotted 500,000 fully paid, senior, rated, listed, unsecured, taxable, redeemable, long term non-convertible debentures (Series-9 infra) of face value of Rs. 100,000 each, aggregating to Rs. 5,000 crores, at a coupon rate of 7.27% per annum on a private placement basis for enhancing long term resources for funding infrastructure and affordable housing. The aforesaid debentures shall be redeemed at par on maturity on 26 November, 2035.

The Audit Committee (the "AC") at its meeting held on 26 January, 2026, has reviewed and confirmed that the Bank has utilised the said funds for the above-mentioned purposes.

On 30 September, 2025, the Bank redeemed unsecured, redeemable, non-convertible subordinated debentures (Basel - III compliant tier II debentures) (Series-23) amounting to Rs. 1,500 crores. Further, on 30 October, 2025, the Bank also redeemed senior, unsecured, redeemable, non-convertible debentures (Series-2 infra) amounting to Rs. 3,000 crores.

Capital Adequacy Ratio

The Bank's overall Capital Adequacy Ratio ("CAR") under Basel III stood at 16.42% at the end of fiscal 2026, well above the benchmark requirement of 11.50% stipulated by the RBI. Of this, the Common Equity Tier 1 ("CET 1") CAR was 14.38% (against minimum regulatory requirement of 8.00%) and Tier I CAR was 14.78% (against minimum regulatory requirement of 9.50%). As on 31 March, 2026, the Bank's Tier II CAR under Basel III stood at 1.64%.

Ratings of various Debt Instruments

The details of credit ratings obtained by the Bank along with any revisions thereto, if any, during fiscal 2026, for all the debt instruments outstanding as on 31 March, 2026, are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Subsidiaries, Joint Ventures and Associates

Details of subsidiary and associate companies as on 31 March, 2026 are tabulated below:

Sr. No.	Name of the Company	Subsidiary / Associate	Business Activity	Percentage stake held by the group
1.	Axis Capital Limited	Subsidiary	Services relating to investment banking, institutional broking and equity research services, investment manager services to AIFs and research analyst.	100
2.	Axis Finance Limited1	Subsidiary	Non-Banking Financial Company (NBFC) offering loans to corporates, MSME and retail customers.	100
3.	Axis Securities Limited	Subsidiary	Retail broking services, investment advisory services and research analyst.	100
4.	Axis Trustee Services Limited	Subsidiary	Trusteeship activities and agency & administration services.	100
5.	Freecharge Payment Technologies Private Limited	Subsidiary	Payment gateway and payment aggregation services.	100
6.	Axis UK Limited2	Subsidiary	-	100
7.	Freecharge Business and Technology Services Limited	Subsidiary	Business correspondent and technology service provider to the Bank.	100
8.	Axis Capital USA, LLC	Step down subsidiary	Enables U.S. institutional clients to access Indian capital markets by chaperoning arrangement and distributing research in compliance with Securities Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA).	100 (held by Axis Capital Limited)
9.	Axis Asset Management Company Limited	Subsidiary	Managing investment of the scheme(s) launched by Axis Mutual Fund, Alternative Investment Fund - Category II & III and portfolios under portfolio management services. The company is also registered with International Financial Services Centers Authority (IFSCA) as 'Registered Fund Management Entity (Retail)' and provides non-binding investment advisory services to offshore investors (like FPIs) towards their investments in the Indian securities market. Research activity pursuant to the fund management activity, and advisory services.	75
10.	Axis Mutual Fund Trustee Limited	Subsidiary	Trustee for the mutual fund business.	75
11.	A.Treds Limited	Subsidiary	Facilitating financing of trade receivables.	67
12.	Axis Pension Fund Management Limited	Step down subsidiary	Pension fund management business under the National Pension System.	60.02 (Axis Asset Management Company Limited-51, Axis Bank Limited-9.02)
13.	Axis Max Life Insurance Limited3	Associate	Life insurance and Annuity Service Provider under NPS.	19.02 (Axis Bank Limited-16.23, Axis Capital Limited-1.86, Axis Securities Limited-0.93)

1 The Bank has received an approval from the RBI to infuse ^1,500 crores in Axis Finance Limited ("AFL") in one or more tranches before 31 March, 2027. Further, AFL has approved a proposal for preferential issue of equity shares to Kedaara Pearl Holding and Kedaara Capital Fund IV AIF, subject to receipt of necessary regulatory approvals. Upon completion of the proposed preferential issue, the Bank will hold 94.92% of the equity shares of AFL.

2 The Company entered liquidation on 9 December, 2024.

3 The Bank has received an approval from the RBI to increase the Bank and its subsidiaries stake, in aggregate, to 19.99% in Axis Max Life Insurance Limited ("AMLI"). Further, the Board of Directors of AMLI and its holding company, Max Financial Services Limited ("MFSL"), have granted in-principle approval for a proposed amalgamation of MFSL with AMLI, subject to receipt of necessary regulatory approvals.

As on 31 March, 2026, the Bank did not have any joint venture company.

The financial position and performance of each of the Bank's key subsidiary companies is given in the Management Discussion & Analysis Report, which forms part of this Integrated Annual Report.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the Bank has prepared its consolidated financial statements, which forms part of this Integrated Annual Report. The statement in form AOC-1 containing the salient features of the financial statements of the subsidiary companies and associate company of the Bank, also forms part of this Integrated Annual Report.

In accordance with the third proviso to Section 136(1) of the Act, the Integrated Annual Report of the Bank, containing standalone financial statements and the consolidated financial statements and all other documents required to be attached thereto is available on the website of the Bank at https://www.axis.bank.in/shareholders-corner/shareholders-information/ annual-reports.

Further, in accordance with the fourth proviso to the said section, the audited financial statements of each of the subsidiary companies are available on the website of the Bank at https://www.axis.bank.in/shareholders-corner/shareholders- information/annual-reports. The said financial statements will be available for inspection by the members of the Bank and trustees of debenture holders at the registered office of the Bank during business hours on all working days except saturdays, sundays, bank holidays and national holidays. Any member interested in obtaining a physical copy of the said financial statements can send an email to the Company Secretary of the Bank at shareholders@axis.bank.in.

Corporate Governance

The Bank is committed to upholding the highest standards of corporate governance and it constantly benchmarks itself with the best national and global governance and disclosure practices.

The Report on Corporate Governance for fiscal 2026 along with General Shareholder Information forms part of this Integrated Annual Report. M/s. M M Nissim & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 107122W / W100672), one of the Joint Statutory Auditors of the Bank, has issued a certificate confirming compliance with the provisions of corporate governance by the Bank for fiscal 2026, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V to the SEBI Listing Regulations. The said certificate is attached along with the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The corporate governance framework of the Bank incorporates all the mandatory requirements as prescribed in the SEBI Listing Regulations. The Bank has also adopted the non-mandatory requirements recommended in the SEBI Listing Regulations, as detailed in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, forms part of this Integrated Annual Report.

Board of Directors

Appointment and Re-appointment of Directors

During the year, pursuant to the recommendation of the Nomination and Remuneration Committee (the "NRC"), the Board appointed / re-appointed (based on performance evaluation) the following Directors:

1. Neeraj Gambhir was appointed as a Whole-Time Director (designated as an Executive Director) of the Bank by the Board at its meeting held on 18 July, 2025, with effect from (i) 4 August, 2025, or (ii) the date of approval of his appointment by the RBI, whichever is later. The said appointment was approved by the RBI for a period of three years from the date of its letter i.e., 20 October, 2025 up to 19 October, 2028 (both days inclusive). He is liable to retire by rotation. The said appointment was approved by the members of the Bank vide postal ballot on 18 January, 2026.

2. Malavika R. Harita was appointed as an Independent Director of the Bank by the Board at its meeting held on 18 December, 2025, for a period of four years, with effect from 18 December, 2025 up to 17 December, 2029 (both days inclusive), not liable to retire by rotation. The said appointment was approved by the members of the Bank vide postal ballot on 18 January, 2026.

3. Subrat Mohanty was re-appointed as a Whole-Time Director (designated as an Executive Director) of the Bank by the Board at its meeting held on 27 January, 2026, for a further period of three years, with effect from 17 August, 2026 up to 16 August, 2029 (both days inclusive), liable to retire by rotation, subject to the approval of the RBI and the members of the Bank. As on the date of this report, the approval of the RBI for the said re-appointment is awaited.

Further, Subrat Mohanty, Executive Director of the Bank, is liable to retire by rotation at the ensuing AGM, and being eligible seeks re-appointment. The said re-appointment is subject to the approval of the members of the Bank.

4. P. N. Prasad has been re-appointed as an Independent Director of the Bank by the Board at its meeting held on 25 April, 2026, for a further period of four years, with effect from 20 October, 2026 up to 19 October, 2030 (both days inclusive), not liable to retire by rotation, subject to the approval of the members of the Bank.

5. N. S. Vishwanathan has been re-appointed as an Independent Director of the Bank by the Board at its meeting held on 25 April, 2026, for a further period of four years, with effect from 30 May, 2027 up to 29 May, 2031 (both days inclusive), not liable to retire by rotation, subject to the approval of the members of the Bank.

Further, N. S. Vishwanathan was re-appointed as the Non-Executive (Part-time) Chairman of the Bank by the Board at its meeting held on 25 April, 2026, for a further period of three years, with effect from 27 October, 2026 up to 26 October, 2029 (both days inclusive), subject to the approval of the RBI and the members of the Bank. The Bank is in the process of submitting an application to the RBI for seeking approval for the said re-appointment.

The Board was of the opinion that Malavika R. Harita, P. N. Prasad and N. S. Vishwanathan have the integrity, expertise and requisite experience, which is beneficial to the business interest of the Bank. Further, they are in compliance with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to enrolling their respective name in the online databank of Independent Directors and qualifying the online proficiency self-assessment test for Independent Directors. The Board recommends re-appointment of Subrat Mohanty, P. N. Prasad and N. S. Vishwanathan, for the approval of the members of the Bank at the ensuing 32nd AGM. Brief profiles of the said Directors have been annexed to the said Notice.

None of the Bank's Directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a Director under any order from SEBI or any other such authority.

Resignation / Retirement of Directors

1. Prof. S. Mahendra Dev, who was re-appointed as an Independent Director by the members of the Bank for a further period of four years, with effect from 14 June, 2025 up to 13 June, 2029 (both days inclusive), resigned as an Independent Director of the Bank, with effect from the close of business hours of 5 June, 2025, owing to his appointment as the Chairman of Economic Advisory Council to the Prime Minister of India, which is a full-time position.

2. Rajiv Anand ceased to be a Whole-Time Director (designated as Deputy Managing Director) of the Bank with effect from the close of business hours of 3 August, 2025, due to his retirement from the services of the Bank.

The Board places on record its deep appreciation for the guidance and invaluable contributions rendered by Prof. S. Mahendra Dev and Rajiv Anand, during their tenure with the Bank.

Key Managerial Personnel

During the year, following changes took place in the Key Managerial Personnel ("KMP") of the Bank:

1. Rajiv Anand ceased to be a Whole-Time Director (designated as Deputy Managing Director) and KMP of the Bank with effect from the close of business hours of 3 August, 2025, due to his retirement from the services of the Bank.

2. Neeraj Gambhir was appointed as an Executive Director and a KMP of the Bank with effect from 20 October, 2025.

As on the date of this report, following are the KMP's as per Section 203(1) read with Section 2(51) of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name of the KMP	Designation
Amitabh Chaudhry	Managing Director & CEO
Subrat Mohanty	Executive Director
Munish Sharda	Executive Director
Neeraj Gambhir	Executive Director
Puneet Sharma	Chief Financial Officer
Sandeep Poddar	Company Secretary and Compliance Officer

Selection and Appointment of Directors

The selection and appointment of Directors of the Bank is done in accordance with the applicable provisions of the Act, rules made thereunder, the Banking Regulation Act, 1949, the guidelines issued by the RBI and the relevant provisions of the SEBI Listing Regulations. The Bank has formulated and adopted various policies with respect to selection and appointment of Directors viz., Succession Planning Policy for the Board and Key Officials of the Bank, Policy on ‘fit and proper' criteria for Directors of the Bank, Policy on Board Diversity and Policy on Training of Directors, the details of which are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Declaration of Independence

All the Independent Directors of the Bank have confirmed that they meet the criteria prescribed for independence under the provisions of Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and continue to comply with the Code of Conduct laid down under Schedule IV of the Act.

The Board has taken on record the declaration and confirmation submitted by the Independent Directors and in the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Act and the SEBI Listing Regulations, and are independent of the management of the Bank. There has been no change in the circumstances affecting their status as Independent Directors of the Bank. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The names of all Independent Directors are included in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Board Performance Evaluation

The Act and the SEBI Listing Regulations provide for evaluation of the performance of the Board, its Committees, individual Directors and the Chairperson of a Company.

The Bank has institutionalized the board performance evaluation process. The NRC annually reviews and approves the criteria and the mechanism for carrying out the exercise effectively.

The methodology used for the annual board performance evaluation, the outcome, progress made over last year and the proposed actions for implementation are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Directors' Responsibility Statement

In terms of Section 134(3)(c) and 134(5) of the Act, the Directors hereby state that:

a) the applicable accounting standards have been followed in the preparation of the annual accounts for fiscal 2026.

b) accounting policies have been selected and applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank as at 31 March, 2026 and of the profit of the Bank for the year ended on that date.

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

e) adequate internal financial controls to be followed by the Bank have been laid down and they are operating effectively.

f) proper and adequate systems have been devised to ensure compliance with the provisions of all applicable laws and these systems are operating effectively.

Meetings of the Board / Committees

During fiscal 2026, nine meetings of the Board were held. Details of Board meetings, Board composition, Committee meetings and Committee composition are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Audit Committee

The composition, role and functions of the Audit Committee of the Board of the Bank ("ACB") is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

During fiscal 2026, the Board has accepted all the recommendations made by the ACB and hence, no further explanation towards this is required to be provided in this report.

Related Party Transactions

During fiscal 2026, all the related party transactions were entered in the ordinary course of business of the Bank and on an arm's length basis. Accordingly, there were no transactions entered during the fiscal year that fall under the scope of Section 188(1) of the Act, hence, form AOC-2 is not applicable to the Bank.

The details of related party transactions are provided in note no. 2.5 of schedule 18 to the standalone financial statements and in note no. 1.8 of schedule 18 to the consolidated financial statements.

Whistle Blower Policy and Vigil Mechanism

The Bank has formulated and adopted a Whistle Blower Policy and Vigil Mechanism, details of which have been provided in the Report on Corporate Governance which forms part of this Integrated Annual Report.

Adequacy of Internal Financial Controls related to Financial Statements

The Bank has laid down a system of internal financial controls with reference to its financial statements. The integrity and reliability of the internal control systems are achieved through clear policies and procedures, process automation, training and development of employees, and an organisation structure that segregates responsibilities. These controls are reviewed and tested by the internal audit team to ensure the accuracy and completeness of the accounting records and the preparation of reliable financial statements.

The internal financial controls of the Bank with respect to the financial statements are adequate and are operating effectively.

Plan and Status of Ind AS implementation

The RBI had issued a circular in February 2016 requiring banks to implement Indian Accounting Standards ("Ind AS") and prepare standalone and consolidated lnd AS financial statements with effect from 1 April, 2018. Banks were also required to report the comparative financial statements for fiscal 2018, to be published along with the financial statements for the year beginning 1 April, 2018. However, the RBI in its press release issued on 5 April, 2018 deferred the applicability of lnd AS by one year (i.e., 1 April, 2019) for scheduled commercial banks. Further, RBI through a circular issued in March 2019 has deferred the implementation of lnd AS till further notice, which has also been stipulated in the RBI (Commercial Banks - Financial Statements: Presentation and Disclosures) Directions, 2025 dated 28 November, 2025.

During fiscal 2017, the Bank had undertaken a preliminary diagnostic analysis of the GAAP differences between Indian GAAP vis-a-vis lnd AS. The Bank has also identified and evaluated data gaps, processes and system changes required to implement lnd AS. The Bank is in the process of implementing necessary changes in its IT systems wherever required and other processes in a phased manner. The Bank is also submitting proforma lnd AS financial statements to the RBI on a half-yearly basis.

In line with the RBI guidelines on lnd AS implementation, the Bank has formed a Steering Committee comprising of members from the concerned functional areas, headed by the Executive Director. The Steering Committee reviews the proforma Ind AS financial statements and provides guidance on critical areas of implementation on a periodic basis. A progress report on the status of lnd AS implementation in the Bank is presented to the ACB and the Board on a quarterly basis. Accounting impact on the application of Ind AS shall be recognised as and when it becomes statutorily applicable to banks and in the manner so prescribed.

Remuneration Policy

The Bank has formulated and adopted a Remuneration Policy for its Non-Executive Chairman and Non-Executive Directors and a Remuneration Policy for its Managing Director & CEO, Whole-Time Directors, material risk takers, control function staff and other employees of the Bank, in terms of the relevant provisions of Section 178 of the Act, the relevant rules made thereunder, the SEBI Listing Regulations and guidelines / circulars issued by the RBI.

The details of the said policies have been provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report. The said policies are available on the website of the Bank at https://www.axis.bank.in/shareholders-corner/ corporate-governance in terms of the SEBI Listing Regulations.

Share Based Employee Benefits

In order to enhance employee motivation, create a retention mechanism, usher in an 'owner-manager' culture, align the interest of the key executives / employees with that of the shareholders in driving long-term value creation for the Bank, achieve greater synergy between the Bank and its subsidiary and associate companies and enable employees to participate in the Bank's long-term growth and financial success, the following share based employee benefit schemes have been implemented by the Bank:

• Axis Bank Employee Stock Option Scheme, 2000-01 ("ESOS")

• Axis Bank Employee Stock Unit Scheme, 2022 ("ESUS")

The aforesaid ESOS and ESUS are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [the "SEBI (SBEB and SE) Regulations"]. A certificate from the Secretarial Auditors of the Bank confirming that the ESOS and ESUS have been implemented in accordance with the SEBI (SBEB and SE) Regulations and in accordance with the resolutions passed by the members of the Bank, will be placed at the ensuing AGM.

Disclosure as mandated under the provisions of Regulation 14 of the SEBI (SBEB and SE) Regulations, is available on the website of the Bank at https://www.axis.bank.in/shareholders-corner/corporate-governance.

The above-mentioned schemes are also available on the website of the Bank at https://www.axis.bank.in/shareholders- corner/corporate-governance.

Particulars of Employees

The information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors / employees of the Bank, is attached as Annexure 1 to this report.

Further, the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an Annexure and forms part of this Report. In accordance with the provisions of Section 136(1) of the Act, this Integrated Annual Report excluding the aforesaid information, is being sent to the members of the Bank and others entitled thereto. The said information is available for inspection by the members at the registered office of the Bank during business hours up to the date of the ensuing AGM. Any member interested in obtaining a copy thereof, may write to the Company Secretary of the Bank.

Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Bank has formulated and adopted a Policy on prevention of sexual harassment of women at workplace. The Bank has complied with the provisions relating to the constitution of internal committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The information relating to complaints received, redressed and pending for more than 90 days during fiscal 2026 is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Maternity Benefit Act, 1961

The Bank confirms compliance with the provisions of the Maternity Benefit Act, 1961, to the extent applicable to its employees.

Auditors

Statutory Auditors

M/s. M M Nissim & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 107122W / W100672) and M/s. KKC & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 105146W / W100621) were appointed as the Joint Statutory Auditors of the Bank at the 30th AGM, to hold office from the conclusion of the 30th AGM until the conclusion of the 33rd AGM, on such terms and conditions, including remuneration, as may be approved by the ACB, subject to the approval of the RBI every year.

There are no qualifications, reservations, adverse remarks or disclaimers made in the statutory auditors' report which forms part of this Integrated Annual Report.

In accordance with the RBI guidelines, the Bank has framed a Policy on ‘Appointment of Statutory Central Auditors' and has also identified internal set of evaluation criteria for assessing the audit firms in terms of experience, eligibility and independence.

Secretarial Auditors

M/s. Bhandari & Associates, Company Secretaries (Firm Registration No. P1981MH043700 and Peer Review Certificate No. 6157/2024), were appointed as the Secretarial Auditors of the Bank at the 31st AGM, for a term of five consecutive years, commencing from fiscal 2026 to fiscal 2030, on such terms and conditions, including remuneration, as may be approved by the ACB.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors of the Bank, in their report. The Secretarial audit report for fiscal 2026 is attached as Annexure 2 to this report.

In terms of the SEBI circular relating to Annual Secretarial Compliance Report, the Bank has appointed the Secretarial Auditors, for issuing the aforesaid report for fiscal 2026. The Bank will submit the Annual Secretarial Compliance Report to the stock exchanges within the prescribed statutory timelines.

The Bank has voluntarily adopted a Policy on ‘Appointment of Secretarial Auditors', duly approved by the Board, on the recommendations of the ACB, which, inter alia, provides for the selection, appointment and rotation of Secretarial Auditors.

Disclosure under Foreign Exchange Management Act, 1999

During fiscal 2026, the Bank did not qualify as a Foreign Owned or Controlled Company ("FOCC"). Accordingly, the requirement to obtain a certificate from the Statutory Auditors under the FEMA framework was not applicable.

Certificate of Non-Disqualification of Directors

In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Bank has obtained a certificate from M/s. Bhandari & Associates, Company Secretaries, confirming that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors of the Bank either by the SEBI or the MCA or any other statutory / regulatory authorities. The said certificate is attached as Annexure 3 to this report.

Reporting of Frauds by Auditors

Pursuant to Section 143(12) of the Act, and circular issued by the National Financial Reporting Authority dated 26 June, 2023, there were five instances amounting to Rs. 11.91 crores of frauds committed during fiscal 2026, by the officers or employees of the Bank and reported by the Statutory Auditors to the ACB.

The details required under Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, are as under:

Sr. No.	Nature of the fraud with description	Amount involved (in ' crores)	Remedial actions taken
1.	Misappropriation of funds and criminal breach of trust	5.24	• Police complaint was filed in the matter. The involved branch officials were arrested by police and subsequently released on bail. The matter continues to be sub judice.
	Bank staff misappropriated funds by facilitating unauthorized cash withdrawals and cash payments from the branch vault through fraudulent transactions and suppression of cash shortages.
			• Stringent disciplinary action taken against the involved staff including termination of service.
			• Fraud Monitoring Return ("FMR") reported to the RBI.
			• Out of the total amount involved, Rs. 5 crores seized by police authorities was released to the Bank pursuant to court orders.
			• Insurance claim has been submitted for the balance amount of Rs. 0.24 crore.
			• Vigilance Awareness communications reinforcing zero tolerance for unethical behaviour, including misappropriation, forgery, corruption, and emphasizing the Whistle Blower reporting obligation have been disseminated.
2.	Misappropriation of funds and criminal breach of trust	1.03	• Police complaint was filed in the matter leading to arrest of involved branch official and the matter continues to be sub judice.
	Bank staff duped multiple customers by gaining their trust under the pretext of assisting them to conduct banking services online. Bank staff used their mobile devices / internet banking to digitally avail overdrafts, personal loans, and other loans and fraudulent debits from customer accounts by using the customers confidential credentials.		• FMR reported to the RBI and subsequent updates reported to the RBI via FMR Update Application ("FUA").
			• Insurance claim has been submitted.
			• Customers are advised through various channels and campaigns, not to share confidential information such as OTPs, passwords, or their mobile handsets with anyone, to prevent misuse of funds or accounts.
3.	Misappropriation of funds and criminal breach of trust	2.05	• Police complaint was filed in the matter leading to arrest of branch officials involved in the fraud.
	Bank staff misappropriated customer funds by executing multiple fraudulent debit transactions in the Savings and OD accounts of the customers through forged signatures on cheques and unauthorised liquidation of customer FD's.		• Stringent disciplinary action taken against the involved staff including termination of service.
			• FMR reported to the RBI and subsequent updates reported to the RBI via FUA.
			• Insurance claim has been submitted.
			• Bank has proactively credited affected customer accounts after a thorough investigation and verification, in order to restore customer trust and ensuring minimal disruption in service.
			• Vigilance Awareness communications reinforcing zero tolerance for unethical behaviour, including misappropriation, forgery, corruption, and emphasizing the Whistle Blower reporting obligation have been disseminated.
4.	Signature forgery	2.26	• Police complaint was filed and the matter is sub judice.
	Forgery of customers signature in customer request forms for mobile number and e-mail ID updation and thereafter, transferring the funds fraudulently to third party accounts.		• Stringent disciplinary action taken against the involved staff including termination of service.
			• FMR reported to the RBI.
			• The entire amount of Rs. 2.26 crores has been refunded to the accounts of the customer.
			• Advisory has since been rolled out to branch employees for strict adherence to the extant circulars and guidelines of the Bank.
5.	Misappropriation of funds and criminal breach of trust	1.33	• Stringent disciplinary action taken against the staff involved including termination of service.
	Branch Operations Head in connivance with the Teller, without due authorization withdrew cash from the teller counter for personal use and misappropriated the said cash. Further, funds were fraudulently withdrawn from the accounts of several customers under the pretext of investment and misappropriated.		• Police complaint was filed in the matter. The involved branch official was arrested and subsequently released on bail and the matter continues to be sub judice.
			• FMR reported to the RBI.
			• Insurance claim has been submitted.
			• The Bank has proactively credited the misappropriated amounts to the affected customer accounts post a thorough investigation and verification, ensuring restoration of the customer's trust and minimal disruption in service.
			• Advisory has since been rolled out to the branch employees for strict adherence to the extant circulars and guidelines of the Bank.

During fiscal 2026, pursuant to Section 143(12) of the Act, the Secretarial Auditors of the Bank have not reported any instances of frauds committed in the Bank by its officers or its employees.

Secretarial Standards

The Bank is in compliance with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, issued by the ICSI. The Bank has also voluntarily adopted the recommendatory Secretarial Standards, i.e., SS-3 and SS-4 relating to ‘Dividend' and ‘Report of the Board of Directors', respectively, issued by the ICSI.

Risk Management

Pursuant to Regulation 21 of the SEBI Listing Regulations, the Bank has constituted the Risk Management Committee of the Board which is chaired by an Independent Director. The details of the said Committee and its terms of reference are set out in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The Bank has formulated and adopted a robust risk management framework. Whilst the Board is responsible for framing, implementing and monitoring the risk management framework, it has delegated its powers relating to monitoring, reviewing and identification of elements of risks associated with the business of the Bank to the said Committee. The details of the risk management framework and issues related thereto have been disclosed in the Management's Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Corporate Social Responsibility

The Bank has been formally undertaking Corporate Social Responsibility ("CSR") activities since 2006, with the founding of Axis Bank Foundation ("ABF"). With the introduction of Section 135 of the Act making CSR mandatory, the Bank expanded its spectrum of activities to undertake interventions across India in identified themes, directly, through ABF and through credible implementation partners.

Pursuant to the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), as amended from time to time, the Bank has constituted the CSR Committee of the Board which is chaired by an Independent Director.

The Bank formulated and adopted a CSR Policy which provides the focus areas (in accordance with Schedule VII of the Act) under which various developmental initiatives are undertaken.

The composition of the CSR Committee, CSR Policy and projects / programs approved by the Board are available on the website of the Bank at https://www.axis.bank.in/csr.

The Annual Report on CSR activities of the Bank during fiscal 2026, in accordance with the CSR Rules, is attached as Annexure 4 to this report. Further details on CSR activities also form part of this Integrated Annual Report.

Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, top 1,000 listed entities based on their market capitalization as on 31 March, every year, were required to submit Business Responsibility Report ("BRR"), as a part of their annual report.

In November 2018, the MCA constituted a committee to revise the National Voluntary Guidelines ("NVG") on which the BRR was based, which were subsequently revised and released as the National Guidelines on Responsible Business Conduct ("NGRBC" ) in 2019. Further, the BRR was aligned to the NGRBC, and renamed and released as the Business Responsibility and Sustainability Report ("BRSR") in 2021.

SEBI's master circular dated 30 January, 2026, stipulates the format of BRSR to include BRSR Core which is a set of key performance indicators / metrics under nine ESG attributes. SEBI further mandated the top 150 listed companies (by market capitalization) to undertake a reasonable assurance of the BRSR Core from fiscal 2024.

The Bank's BRSR for fiscal 2026 along with the reasonable assurance statement from SGS India Private Limited is available on the website of the Bank at https://www.axis.bank.in/shareholders-corner/shareholders-information/business- responsibility-report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure 5 to this report.

Annual Return

The annual return in form MGT-7 as on 31 March, 2026, as mandated under the provisions of Section 92(3) read with Section 134(3)(a) of the Act, has been uploaded on the website of the Bank at https://www.axis.bank.in/shareholders-corner/shareholders-information/annual-return.

Other Disclosures

• Change in the nature of business: There has been no change in the nature of business of the Bank.

• Significant and material order passed by regulators or courts or tribunals impacting the going concern status and future operations of the Bank: There were no significant and / or material orders passed by any regulator, court or tribunals against the Bank, which could impact its going concern status or future operations.

• Deposits: Being a banking company, the disclosures relating to deposits as required under Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74 of the Act, are not applicable.

• Material changes and commitments affecting the financial position of the Bank: There were no material changes and commitments affecting the financial position of the Bank, between the end of the fiscal year to which the financial statements relate and the date of this report.

• Particulars of loans, guarantees and investments: Pursuant to Section 186(11) of the Act, the provisions of Section 186 of the Act, except sub-section (1), do not apply to a loan made, guarantee given, or security provided by a banking company in the ordinary course of its business. The particulars of investments made by the Bank are disclosed in schedule 8 of the financial statements as per the applicable provisions of the Banking Regulation Act, 1949.

• Maintenance of cost records: Being a banking company, provisions of Section 148(1) of the Act, relating to maintenance of cost records, is not applicable.

• Proceedings under Insolvency and Bankruptcy Code, 2016: There is no application or proceeding pending against the Bank under the Insolvency and Bankruptcy Code, 2016 during the year under review.

• One-Time Settlement: There was no instance of one-time settlement with any other Bank or financial institution during the year under review.

Annexures

The following statements / reports / certificates are annexed to the Board's report:

1. Disclosures pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

2. Secretarial Audit Report pursuant to Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations.

3. Certificate from Secretarial Auditor on non-disqualification of Directors pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations.

4. Annual Report on CSR activities of the Bank for fiscal 2026.

5. The particulars of Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo as prescribed under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

Acknowledgements and Appreciations

The Board places on record its gratitude to the Government of India, RBI, MCA, SEBI, other statutory and regulatory authorities, financial institutions, stock exchanges, registrar to an issue and share transfer agent, debenture trustees, depositories and correspondent banks for their ongoing support and guidance.

The Board would also like to extend its sincere gratitude to each of its valued customers for the continued patronage and to all the members of the Bank for their ongoing support.

The Board also expresses its heartfelt thanks and appreciation to each employee and their families for their continued commitment towards the Bank and its customers, who by exhibiting strong work ethics, professionalism, teamwork and initiatives, helped the Bank continue to serve its depositors and customers and reinforce its customer centric reputation despite the challenging environment.

	For and on behalf of the Board of Directors
	N. S. Vishwanathan
	Independent Director and Part-time Chairman
	(DIN: 09568559)
Place: Mumbai
Date: 25 April, 2026