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 bankingand treasury operations and is the third largest private sector bank in India in terms of total assets, based on publicfilings of private sector banks. The Bank's total assets increased 17% year-on-year (“Y-o-Y”) from '1,609,930 crores as at31 March, 2025 to '1,886,850 crores as at 31 March, 2026. Furthermore, total deposits increased 14% Y-o-Y from'1,172,952 crores as at 31 March, 2025 to '1,335,834 crores as at 31 March, 2026 and total advances increased 19% Y-o-Yfrom '1,040,811 crores as at 31 March, 2025 to '1,233,570 crores as at 31 March, 2026.
Operating revenue increased by 3% Y-o-Y to '82,179 crores in fiscal 2026. Net Interest Income (“NII”) increased 3% to'56,048 crores in fiscal 2026. Non-interest income consisting of fee, trading and other income increased by 3% to'26,131 crores in fiscal 2026. Operating expenses grew by 5% to '39,362 crores in fiscal 2026. As a result, the operatingprofit grew by 2% to '42,817 crores. Provisions and contingencies increased by 71% to '13,263 crores in fiscal 2026.Net profit stood at '24,457 crores in fiscal 2026.
The financial highlights (standalone) for the year under review, are presented below:
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
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
- 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
1 Excluding merchant exchange profit.
Key Performance Indicators
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 (' 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, 1949during 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 anet profit of '2,051 crores in fiscal 2026, translating into a return on investment of 54%. Consolidated net profit of thegroup for fiscal 2026 stood at '26,385 crores, decreasing 6% Y-o-Y. Consolidated return on equity for fiscal 2026 stoodat 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 classificationand provisioning, consequent to the RBI's annual supervisory process, in the notes to the financial statements. The disclosureis required if either or both of the following conditions are satisfied: (a) the additional provisioning for NPAs as assessedby the RBI exceeds 5% of the reported profit before provisions and contingencies for the reference period; and (b) theadditional 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 toRBI's annual supervisory process for fiscal 2025.
Dividend
In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Bank has formulated and adopted a DividendDeclaration Policy, which was reviewed by the Board. The said Policy is available on the website of the Bank athttps://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 therevised norms notified by the RBI on 10 March, 2026, for declaration of dividend on aspects such as Board oversightrequirements, eligibility criteria, quantum of dividend payable and reporting requirement. The revision is effective from fiscal2027. 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 theDividend Declaration Policy, the Board at its meeting held on 25 April, 2026, recommended a final dividend of '1/-per equity share of '2/- each fully paid (i.e., 50% of the face value), subject to approval of the members at the ensuing32nd Annual General Meeting (the “AGM”). Upon approval, and in compliance with regulatory guidelines, the dividend willbe paid to the members whose names appear in the register of members of the Bank and in the statement of beneficiaryposition furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as onthe record date i.e., Friday, 10 July, 2026. The total dividend payout will be approximately '310 crores resulting in a payoutof 1.27% of the standalone profit after tax of the Bank. Additional shares issued by the Bank pursuant to exercise of stockoptions / stock units, until the record date shall also be eligible for such proposed dividend. The total dividend payoutshall stand modified accordingly. In terms of the provisions of the Income Tax Act, 2025, dividend income is taxable in thehands 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 notifiedby the Ministry of Corporate Affairs (the “MCA”) under Section 133 of the Companies Act, 2013 (the “Act”) read togetherwith the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Rules, 2021, such proposeddividend 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 IntegratedReporting Framework (“IIRC”) and SEBI's guidelines on Integrated reporting. This report covers aspects such as Bank'sstrategy, governance framework, performance, risk management and prospects of value creation based on the six forms ofcapitals viz., financial capital, intellectual capital, manufactured capital, human capital, social and relationship capital, andnatural capital.
Capital StructureShare Capital
During fiscal 2026, the Bank issued and allotted 10,803,572 equity shares of '2/- each, pursuant to exercise of stockoptions / stock units by the Whole-Time Directors / employees of the Bank and of its subsidiary companies, under theBank'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 '2.16 crores to'621.63 crores as on 31 March, 2026, vis-a-vis '619.47 crores, as on 31 March, 2025. The equity shares issued under theabove 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.
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 '100,000 each, aggregating to '5,000 crores, at acoupon rate of 7.27% per annum on a private placement basis for enhancing long term resources for funding infrastructureand 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 hasutilised the said funds for the above-mentioned purposes.
On 30 September, 2025, the Bank redeemed unsecured, redeemable, non-convertible subordinated debentures (Basel - IIIcompliant tier II debentures) (Series-23) amounting to '1,500 crores. Further, on 30 October, 2025, the Bank also redeemedsenior, unsecured, redeemable, non-convertible debentures (Series-2 infra) amounting to '3,000 crores.
The Bank's overall Capital Adequacy Ratio (“CAR”) under Basel III stood at 16.42% at the end of fiscal 2026, well above thebenchmark 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 requirementof 9.50%). As on 31 March, 2026, the Bank's Tier II CAR under Basel III stood at 1.64%.
The details of credit ratings obtained by the Bank along with any revisions thereto, if any, during fiscal 2026, for all the debtinstruments outstanding as on 31 March, 2026, are provided in the Report on Corporate Governance, which forms part ofthis 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 theCompany
Subsidiary /Associate
Business Activity
Percentage stake heldby the group
1.
Axis Capital Limited
Subsidiary
Services relating to investment banking, institutional broking andequity research services, investment manager services to AIFs andresearch analyst.
100
2.
Axis FinanceLimited1
Non-Banking Financial Company (NBFC) offering loans tocorporates, MSME and retail customers.
3.
Axis SecuritiesLimited
Retail broking services, investment advisory services and researchanalyst.
4.
Axis TrusteeServices Limited
Trusteeship activities and agency & administration services.
5.
FreechargePaymentTechnologiesPrivate Limited
Payment gateway and payment aggregation services.
6.
Axis UK Limited2
7.
FreechargeBusiness andTechnology ServicesLimited
Business correspondent and technology service provider to theBank.
8.
Axis Capital USA,LLC
Step downsubsidiary
Enables U.S. institutional clients to access Indian capital markets bychaperoning arrangement and distributing research in compliancewith Securities Exchange Commission (SEC) and Financial IndustryRegulatory Authority (FINRA).
(held by Axis CapitalLimited)
9.
Axis AssetManagementCompany Limited
Managing investment of the scheme(s) launched by Axis MutualFund, Alternative Investment Fund - Category II & III andportfolios under portfolio management services. The companyis also registered with International Financial Services CentersAuthority (IFSCA) as 'Registered Fund Management Entity(Retail)’ and provides non-binding investment advisory servicesto offshore investors (like FPIs) towards their investments in theIndian securities market. Research activity pursuant to the fundmanagement activity, and advisory services.
75
10.
Axis Mutual FundTrustee Limited
Trustee for the mutual fund business.
11.
A.Treds Limited
Facilitating financing of trade receivables.
67
12.
Axis Pension Fund
Management
Limited
Pension fund management business under the National PensionSystem.
60.02
(Axis Asset ManagementCompany Limited-51,Axis Bank Limited-9.02)
13.
Axis Max LifeInsurance 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 before31 March, 2027. Further, AFL has approved a proposal for preferential issue of equity shares to Kedaara Pearl Holding and Kedaara Capital FundIV AIF, subject to receipt of necessary regulatory approvals. Upon completion of the proposed preferential issue, the Bank will hold 94.92% ofthe 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 InsuranceLimited (“AMLI”). Further, the Board of Directors of AMLI and its holding company, Max Financial Services Limited (“MFSL”), have grantedin-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, asamended, 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 andassociate 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, containingstandalone financial statements and the consolidated financial statements and all other documents required to be attachedthereto is available on the website of the Bank athttps://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 subsidiarycompanies are available on the website of the Bank athttps://www.axis.bank.in/shareholders-corner/shareholders-information/annual-reports. The said financial statements will be available for inspection by the members of the Bankand trustees of debenture holders at the registered office of the Bank during business hours on all working days exceptsaturdays, sundays, bank holidays and national holidays. Any member interested in obtaining a physical copy of the saidfinancial 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 withthe 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 IntegratedAnnual 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 ofcorporate governance by the Bank for fiscal 2026, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation46(2) and paragraphs C, D and E of Schedule V to the SEBI Listing Regulations. The said certificate is attached along with theReport 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 theSEBI Listing Regulations. The Bank has also adopted the non-mandatory requirements recommended in the SEBI ListingRegulations, 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
During the year, pursuant to the recommendation of the Nomination and Remuneration Committee (the “NRC”), the Boardappointed / 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 theBoard at its meeting held on 18 July, 2025, with effect from (i) 4 August, 2025, or (ii) the date of approval of hisappointment by the RBI, whichever is later. The said appointment was approved by the RBI for a period of three yearsfrom the date of its letter i.e., 20 October, 2025 up to 19 October, 2028 (both days inclusive). He is liable to retire byrotation. 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 on18 December, 2025, for a period of four years, with effect from 18 December, 2025 up to 17 December, 2029 (bothdays inclusive), not liable to retire by rotation. The said appointment was approved by the members of the Bank videpostal 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 theBoard at its meeting held on 27 January, 2026, for a further period of three years, with effect from 17 August, 2026up to 16 August, 2029 (both days inclusive), liable to retire by rotation, subject to the approval of the RBI and the membersof 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 beingeligible 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 (bothdays 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 heldon 25 April, 2026, for a further period of four years, with effect from 30 May, 2027 up to 29 May, 2031 (both daysinclusive), 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 Boardat 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 isin 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, expertiseand requisite experience, which is beneficial to the business interest of the Bank. Further, they are in compliancewith the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect toenrolling their respective name in the online databank of Independent Directors and qualifying the online proficiencyself-assessment test for Independent Directors. The Board recommends re-appointment of Subrat Mohanty, P. N. Prasad andN. S. Vishwanathan, for the approval of the members of the Bank at the ensuing 32nd AGM. Brief profiles of the saidDirectors 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 fromSEBI or any other such authority.
1. Prof. S. Mahendra Dev, who was re-appointed as an Independent Director by the members of the Bank for afurther period of four years, with effect from 14 June, 2025 up to 13 June, 2029 (both days inclusive), resigned asan Independent Director of the Bank, with effect from the close of business hours of 5 June, 2025, owing to hisappointment 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 effectfrom 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 Bankwith 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
Neeraj Gambhir
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 provisionsof the SEBI Listing Regulations. The Bank has formulated and adopted various policies with respect to selectionand 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 detailsof 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 underthe provisions of Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and continue to complywith 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 theopinion of the Board, the Independent Directors fulfil the conditions prescribed under the Act and the SEBI ListingRegulations, and are independent of the management of the Bank. There has been no change in the circumstancesaffecting their status as Independent Directors of the Bank. In the opinion of the Board, the Independent Directors arecompetent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functionsas Independent Directors. The names of all Independent Directors are included in the databank of Independent Directorsmaintained 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, individualDirectors and the Chairperson of a Company.
The Bank has institutionalized the board performance evaluation process. The NRC annually reviews and approves thecriteria 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 andthe proposed actions for implementation are provided in the Report on Corporate Governance, which forms part of thisIntegrated 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 reasonableand 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 profitof 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 theprovisions of the Act for safeguarding the assets of the Bank and for preventing and detecting fraud and otherirregularities.
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 andthese 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, Committeemeetings and Committee composition are provided in the Report on Corporate Governance, which forms part of thisIntegrated Annual Report.
Audit Committee
The composition, role and functions of the Audit Committee of the Board of the Bank (“ACB”) is provided in the Reporton 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 explanationtowards 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 onan arm's length basis. Accordingly, there were no transactions entered during the fiscal year that fall under the scope ofSection 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 financialstatements 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 theReport 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 andreliability of the internal control systems are achieved through clear policies and procedures, process automation, trainingand development of employees, and an organisation structure that segregates responsibilities. These controls are reviewedand tested by the internal audit team to ensure the accuracy and completeness of the accounting records and the preparationof 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”) andprepare standalone and consolidated lnd AS financial statements with effect from 1 April, 2018. Banks were also requiredto report the comparative financial statements for fiscal 2018, to be published along with the financial statements forthe year beginning 1 April, 2018. However, the RBI in its press release issued on 5 April, 2018 deferred the applicabilityof lnd AS by one year (i.e., 1 April, 2019) for scheduled commercial banks. Further, RBI through a circular issued in March2019 has deferred the implementation of lnd AS till further notice, which has also been stipulated in the RBI (CommercialBanks - 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 IndianGAAP vis-a-vis lnd AS. The Bank has also identified and evaluated data gaps, processes and system changes required toimplement lnd AS. The Bank is in the process of implementing necessary changes in its IT systems wherever required andother processes in a phased manner. The Bank is also submitting proforma lnd AS financial statements to the RBI on ahalf-yearly basis.
In line with the RBI guidelines on lnd AS implementation, the Bank has formed a Steering Committee comprising ofmembers from the concerned functional areas, headed by the Executive Director. The Steering Committee reviews theproforma 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 quarterlybasis. Accounting impact on the application of Ind AS shall be recognised as and when it becomes statutorily applicable tobanks 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 Directorsand a Remuneration Policy for its Managing Director & CEO, Whole-Time Directors, material risk takers, control functionstaff and other employees of the Bank, in terms of the relevant provisions of Section 178 of the Act, the relevant rules madethereunder, 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 IntegratedAnnual Report. The said policies are available on the website of the Bank athttps://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 theinterest 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 participatein the Bank's long-term growth and financial success, the following share based employee benefit schemes have beenimplemented 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 theESOS and ESUS have been implemented in accordance with the SEBI (SBEB and SE) Regulations and in accordance with theresolutions 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 thewebsite of the Bank athttps://www.axis.bank.in/shareholders-corner/corporate-governance.
The above-mentioned schemes are also available on the website of the Bank athttps://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 andRemuneration of Managerial Personnel) Rules, 2014, in respect of Directors / employees of the Bank, is attached asAnnexure 1 to this report.
Further, the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in anAnnexure and forms part of this Report. In accordance with the provisions of Section 136(1) of the Act, this IntegratedAnnual 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 businesshours up to the date of the ensuing AGM. Any member interested in obtaining a copy thereof, may write to the CompanySecretary 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 hascomplied with the provisions relating to the constitution of internal committee under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013. The information relating to complaints received, redressed andpending for more than 90 days during fiscal 2026 is provided in the Report on Corporate Governance, which forms part ofthis Integrated Annual Report.
Maternity Benefit Act, 1961
The Bank confirms compliance with the provisions of the Maternity Benefit Act, 1961, to the extent applicable toits employees.
Auditors
M/s. M M Nissim & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 107122W / W100672) andM/s. KKC & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 105146W / W100621) were appointedas the Joint Statutory Auditors of the Bank at the 30th AGM, to hold office from the conclusion of the 30th AGM until theconclusion of the 33rd AGM, on such terms and conditions, including remuneration, as may be approved by the ACB, subjectto the approval of the RBI every year.
There are no qualifications, reservations, adverse remarks or disclaimers made in the statutory auditors' report which formspart 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, eligibilityand independence.
M/s. Bhandari & Associates, Company Secretaries (Firm Registration No. P1981MH043700 and Peer Review CertificateNo. 6157/2024), were appointed as the Secretarial Auditors of the Bank at the 31st AGM, for a term of five consecutiveyears, commencing from fiscal 2026 to fiscal 2030, on such terms and conditions, including remuneration, as may beapproved by the ACB.
There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors of the Bank, in theirreport. 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 SecretarialAuditors, for issuing the aforesaid report for fiscal 2026. The Bank will submit the Annual Secretarial Compliance Report tothe 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 therecommendations 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, therequirement 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 fromM/s. Bhandari & Associates, Company Secretaries, confirming that none of the Directors on the Board of the Bank havebeen debarred or disqualified from being appointed or continuing as Directors of the Bank either by the SEBI or the MCA orany 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 dated26 June, 2023, there were five instances amounting to '11.91 crores of frauds committed during fiscal 2026, by the officersor 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 totime, are as under:
Nature of the fraud withdescription
Amountinvolved(in ' crores)
Remedial actions taken
Misappropriation of funds and
5.24
•
Police complaint was filed in the matter. The involved branch officials were
criminal breach of trust
arrested by police and subsequently released on bail. The matter continues to be
Bank staff misappropriated funds
sub judice.
by facilitating unauthorized cash
Stringent disciplinary action taken against the involved staff including termination
withdrawals and cash payments
of service.
from the branch vault throughfraudulent transactions and
Fraud Monitoring Return (“FMR”) reported to the RBI.
suppression of cash shortages.
Out of the total amount involved, '5 crores seized by police authorities wasreleased to the Bank pursuant to court orders.
Insurance claim has been submitted for the balance amount of '0.24 crore.
Vigilance Awareness communications reinforcing zero tolerance for unethicalbehaviour, including misappropriation, forgery, corruption, and emphasizing theWhistle Blower reporting obligation have been disseminated.
Misappropriation of funds andcriminal breach of trust
1.03
Police complaint was filed in the matter leading to arrest of involved branchofficial and the matter continues to be sub judice.
Bank staff duped multiplecustomers by gaining theirtrust under the pretext ofassisting them to conductbanking services online. Bankstaff used their mobile devices /internet banking to digitally availoverdrafts, personal loans, andother loans and fraudulent debitsfrom customer accounts by usingthe customers confidentialcredentials.
FMR reported to the RBI and subsequent updates reported to the RBI via FMRUpdate Application (“FUA”).
Insurance claim has been submitted.
Customers are advised through various channels and campaigns, not to shareconfidential information such as OTPs, passwords, or their mobile handsets withanyone, to prevent misuse of funds or accounts.
2.05
Police complaint was filed in the matter leading to arrest of branch officialsinvolved in the fraud.
Bank staff misappropriatedcustomer funds by executingmultiple fraudulent debittransactions in the Savings andOD accounts of the customersthrough forged signatures oncheques and unauthorisedliquidation of customer FD's.
Stringent disciplinary action taken against the involved staff including terminationof 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 thoroughinvestigation and verification, in order to restore customer trust and ensuringminimal disruption in service.
Signature forgery
2.26
Police complaint was filed and the matter is sub judice.
Forgery of customers signaturein customer request formsfor mobile number and e-mailID updation and thereafter,transferring the fundsfraudulently to third partyaccounts.
FMR reported to the RBI.
The entire amount of '2.26 crores has been refunded to the accounts of thecustomer.
Advisory has since been rolled out to branch employees for strict adherence tothe extant circulars and guidelines of the Bank.
1.33
Stringent disciplinary action taken against the staff involved including terminationof service.
Branch Operations Head inconnivance with the Teller,without due authorizationwithdrew cash from the tellercounter for personal use andmisappropriated the said cash.Further, funds were fraudulentlywithdrawn from the accountsof several customers underthe pretext of investment andmisappropriated.
Police complaint was filed in the matter. The involved branch official was arrestedand subsequently released on bail and the matter continues to be sub judice.
The Bank has proactively credited the misappropriated amounts to the affectedcustomer accounts post a thorough investigation and verification, ensuringrestoration of the customer's trust and minimal disruption in service.
Advisory has since been rolled out to the branch employees for strict adherenceto 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 anyinstances 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 theBoard of Directors' and ‘General Meetings', respectively, issued by the ICSI. The Bank has also voluntarily adopted therecommendatory 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 theBoard which is chaired by an Independent Director. The details of the said Committee and its terms of reference are set out inthe 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. Thedetails of the risk management framework and issues related thereto have been disclosed in the Management's Discussionand 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 ofAxis Bank Foundation (“ABF”). With the introduction of Section 135 of the Act making CSR mandatory, the Bank expandedits spectrum of activities to undertake interventions across India in identified themes, directly, through ABF and throughcredible 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 Boardwhich 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 websiteof the Bank athttps://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 asAnnexure 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 capitalizationas 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 theBRR 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 Responsibilityand 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 keyperformance indicators / metrics under nine ESG attributes. SEBI further mandated the top 150 listed companies (by marketcapitalization) 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 availableon the website of the Bank athttps://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 athttps://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 andfuture operations of the Bank: There were no significant and / or material orders passed by any regulator, court ortribunals 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 theCompanies (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 andcommitments affecting the financial position of the Bank, between the end of the fiscal year to which the financialstatements relate and the date of this report.
• Particulars of loans, guarantees and investments: Pursuant to Section 186(11) of the Act, the provisions of Section186 of the Act, except sub-section (1), do not apply to a loan made, guarantee given, or security provided by a bankingcompany in the ordinary course of its business. The particulars of investments made by the Bank are disclosed inschedule 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 maintenanceof cost records, is not applicable.
• Proceedings under Insolvency and Bankruptcy Code, 2016: There is no application or proceeding pending against theBank 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 duringthe 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 ofManagerial 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 withSchedule 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 asprescribed 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 regulatoryauthorities, 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 andto 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 continuedcommitment towards the Bank and its customers, who by exhibiting strong work ethics, professionalism, teamwork andinitiatives, helped the Bank continue to serve its depositors and customers and reinforce its customer centric reputationdespite the challenging environment.
Independent Director and Part-time Chairman
(DIN: 09568559)
Place: MumbaiDate: 25 April, 2026