Axis Bank Ltd

1 The banking license of subsidiary was cancelled by the UK regulators with effect from 24 October, 2024. Subsequently, the name of the Company was changed from Axis Bank UK Ltd. to Axis UK Ltd. with effect from 1 November, 2024. The Company is into liquidation since 9 December, 2024. ² Post receipt of regulatory approvals, Max Life Insurance Company Limited was officially rebranded to Axis Max Life Insurance Limited on 13 December, 2024.

As on 31 March, 2025, 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.

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.axisbank.com/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.axisbank.com/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@axisbank.com.

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 2025 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), Joint Statutory Auditors of the Bank, has issued a certificate confirming compliance with the provisions of corporate governance by the Bank for fiscal 2025, 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, and the same is attached along with the Report on Corporate Governance.

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.

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.

During fiscal 2025, pursuant to the recommendation of the Nomination and Remuneration Committee (the “NRC”) and based on performance evaluation, the Board at its meeting held on 17 January, 2025, re-appointed Prof. S. Mahendra Dev as an Independent Director of the Bank for a further period of four years, with effect from 14 June, 2025 upto 13 June, 2029 (both days inclusive), subject to approval of the members of the Bank. He is not liable to retire by rotation. The Board was of the opinion that Prof. S. Mahendra Dev has the integrity, expertise and requisite experience, which is beneficial to the business interest of the Bank. Further, he is in compliance with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to enrolling his name in the online databank of Independent Directors and qualifying the online proficiency self-assessment test for Independent Directors.

The members of the Bank approved the appointment of Pranam Wahi as an Independent Director of the Bank for a period of four years with effect from 15 February, 2024 up to 14 February, 2028 (both days inclusive), vide postal ballot on 10 May, 2024.

Further, the members of the Bank at their 30^th AGM held on 26 July, 2024 approved the re-appointment of Meena Ganesh, Independent Director with effect from 1 August, 2024 up to 31 July, 2028 (both days inclusive) and re-appointment of G. Padmanabhan, Independent Director with effect from 28 October, 2024 up to 27 October, 2028 (both days inclusive). The members of the Bank also approved the re-appointment of Amitabh Chaudhry as the Managing Director & CEO of the Bank with effect from 1 January, 2025 upto 31 December, 2027 (both days inclusive). The RBI vide its letter dated 24 October, 2024, has also approved the said re-appointment.

Mini Ipe, Non-Executive Director of the Bank (Nominee of Life Insurance Corporation of India, promoter of the Bank), is liable to retire by rotation at the ensuing AGM, and being eligible seeks re-appointment. Based on performance evaluation and recommendation of the NRC, the Board recommends her re-appointment to the members of the Bank. Resolution in respect of re-appointment of Mini Ipe is included in the notice convening the 31^st AGM of the Bank.

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.

During the year, there was no change in the Key Managerial Personnel (“KMP”). 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.

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, Board Diversity Policy 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.

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 assessed the veracity of the confirmations submitted by the Independent Directors and thereafter has taken the same on record. 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 data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. In the opinion of the Board, all the Independent Directors are independent of the management.

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 institutionalised 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 during fiscal 2026, are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

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 2025. 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, 2025 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.

The schedule in respect of the meetings of the Board / Committees to be held during the next fiscal year is circulated in advance to all the members of the Board.

During fiscal 2025, 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.

The composition, role and functions of the ACB is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

During fiscal 2025, 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.

During fiscal 2025, all the related party transactions were entered in the ordinary course of the 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.

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.

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.

The RBI had issued a circular in February 2016 requiring banks to implement Indian Accounting Standards (“lnd 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 in a circular issued on 22 March, 2019 has deferred the implementation of lnd AS till further notice.

During fiscal 2017, the Bank had undertaken a preliminary diagnostic analysis of the GAAP differences between Indian GAAP vis-?-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 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 Deputy Managing 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.

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, 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.axisbank.com/ shareholders-corner/corporate-governance in terms of the SEBI Listing Regulations.

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.axisbank.com/shareholders-corner/corporate-governance.

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

The information required pursuant to Section 197 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. In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of this 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 at its registered office or at shareholders@axisbank.com.

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 and redressed during fiscal 2025 is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

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 30^th AGM, to hold office from the conclusion of the 30^th AGM until the conclusion of the 33^rd 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 Auditors' and has also identified internal set of evaluation criteria for assessing the goodness of fit in terms of experience and eligibility for the audit firms including auditor independence.

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, which was reviewed by the Board.

Pursuant to the provisions of Section 204 of the Act read with the relevant provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Board, based on the recommendation of the ACB, has appointed M/s. Bhandari & Associates, Company Secretaries (Firm Registration No. P1981MH043700), as Secretarial Auditors of the Bank, for a term of five consecutive years, commencing from fiscal 2026 to fiscal 2030, subject to approval of the members of the Bank at the ensuing AGM. M/s. Bhandari & Associates have confirmed their eligibility for appointment as Secretarial Auditors of the Bank under the provisions of Section 204 of the Act, Regulation 24A of the SEBI Listing Regulations and Auditing Standards on Audit Engagement (“CSAS-1”) issued by The Institute of Company Secretaries of India (“ICSl”).

The Secretarial audit report for fiscal 2025 is attached as Annexure 2 to this report. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors of the Bank, in their report.

In terms of SEBI master circular dated 11 November, 2024, relating to Annual Secretarial Compliance Report, the Bank has appointed M/s. Bhandari & Associates, Company Secretaries, for issuing the aforesaid report for fiscal 2025. The Bank will submit the Annual Secretarial Compliance Report to the stock exchanges within the prescribed statutory timelines.

The Bank has obtained a certificate from KKC & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 105146W/W100621), Joint Statutory Auditors of the Bank, that it is in compliance with provision of the Foreign Exchange Management Act, 1999 with respect to investments made in its consolidated subsidiaries and associate during fiscal 2025.

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 Companies either by the SEBI or the MCA or any other statutory / regulatory authorities. The said certificate is attached as Annexure 3 to this report.

Pursuant to Section 143(12) of the Act, and circular issued by the National Financial Reporting Authority dated 26 June, 2023, there were 3 instances amounting to Rs16.62 crores of frauds committed during fiscal 2025, 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 are as under:

During fiscal 2025, 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.

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 Standard on Dividend' (“SS-3”) and ‘Secretarial Standard on Report of the Board of Directors' (“SS-4”) issued by the ICSI.

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.

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.axisbank.com/csr/social-responsibility.

The Annual Report on CSR activities of the Bank during fiscal 2025, 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.

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, top 1000 listed entities based on their market capitalisation 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 2020.

SEBI vide circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12 July, 2023, as amended from time to time, updated 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 capitalisation) to undertake a reasonable assurance of the BRSR Core from fiscal 2024.

The Bank's BRSR for fiscal 2025 along with the reasonable assurance statement from SGS India Private Limited is available on the website of the Bank at https://www.axisbank.com/shareholders-corner/shareholders-information/business-responsibility-report.

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.

The annual return in Form MGT-7 as on 31 March, 2025, 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.axisbank.com/shareholders-corner/shareholders-information/annual-return.

• 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.

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 2025.

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.

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 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 the 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.