Your Board of Directors (the “Board”) is pleased to present its 31st Board's report on the performance of Axis Bank Limited(the “Bank”) together with the audited financial statements for fiscal 2025.
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 public filings ofprivate sector banks. The Bank's total assets increased from '1,477,209 crores as at 31 March, 2024 to '1,609,930 croresas at 31 March, 2025. Furthermore, total deposits increased from '1,068,641 crores as at 31 March, 2024 to '1,172,952crores as at 31 March, 2025 and total advances increased from '965,068 crores as at 31 March, 2024 to '1,040,811 croresas at 31 March, 2025.
Operating revenue increased by 10% year-on-year (“Y-o-Y”) to '79,605 crores in fiscal 2025. Net Interest Income (“NII”)increased 9% to '54,348 crores in fiscal 2025. Non-interest income consisting of fee, trading and other income increasedby 13% to '25,257 crores in fiscal 2025. Operating expenses grew 6% to '37,500 crores in fiscal 2025. As a result, theoperating profit grew by 13% to '42,105 crores. Provisions and contingencies increased by 91% to '7,759 crores in fiscal2025. Net profit grew by 6% to '26,373 crores in fiscal 2025.
The financial highlights (standalone) for the year under review, are presented below:
Particulars
2024-25
2023-24
Growth
Balance sheet:
Deposits
1,172,952
1,068,641
10%
Savings bank deposits
311,389
302,132
3%
Current account deposits
166,799
157,268
6%
Term deposits
694,764
609,241
14%
Advances
1,040,811
965,068
8%
Retail advances
622,897
583,265
7%
Non-retail advances
417,914
381,803
9%
Total assets / liabilities
1,609,930
1,477,209
Profit & loss account:
Net interest income
54,348
49,894
Other income
25,257
22,442
13%
Fee income
22,504
20,257
11%
Trading profit1
2,059
1,731
19%
Miscellaneous income
694
454
53%
Operating expenses
37,500
35,213
Operating profit
42,105
37,123
Provisions and contingencies (other than tax)
7,759
4,063
91%
Profit before tax
34,346
33,060
4%
Provision for tax
7,973
8,199
(3%)
Net profit
26,373
24,861
Balance in profit and loss account brought forward from previous year
60,254
44,145
-
Amount available for appropriation
86,627
69,006
Appropriations
Transfer to statutory reserve
6,593
6,215
Transfer to capital reserve
214
140
Transfer to investment reserve
242
Transfer to special reserve
1,025
968
Transfer to investment fluctuation reserve
248
879
Dividend paid
309
308
Surplus carried over to balance sheet
78,238
'Excluding merchant exchange profit.
Key Performance Indicators
Interest income as a % of working funds1
8.10
8.05
Non-interest income as a % of working funds1
1.67
1.65
Net interest margin (%)
3.98
4.07
Return on average net worth (%)
16.52
18.86
Operating profit as a % of working funds1
2.78
2.73
Return on average assets (%)
1.74
1.83
Profit per employee2 (' in lacs)
25.45
25.29
Business (Deposits less inter-bank deposits advances) per employee2 (^ in crores)
20.88
20.19
Net non-performing assets as a % of net customer assets3
0.33
0.31
1 Working funds represent average total assets.
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.
Subsidiaries of the Bank continued to deliver steady performance. The domestic subsidiaries, collectively, reported a netprofit of '1,768 crores in fiscal 2025. This translates into a return on investment of 46%. Consolidated net profit of the groupfor fiscal 2025 stood at '28,055 crores, growing 6% Y-o-Y. Consolidated return on equity for fiscal 2025 stood at 16.89%,with subsidiaries contributing 37 bps.
In terms of Reserve Bank of India (the “RBI”) guidelines, banks are required to disclose the divergences in asset classificationand provisioning consequent to RBI's annual supervisory process in their notes to accounts to the financial statements.The disclosure is required if either or both of the following conditions are satisfied: (a) the additional provisioning for NPAsassessed by RBI exceeds 5% of the reported profit before provisions and contingencies for the reference period; and (b) theadditional gross NPAs identified by RBI exceed 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 2024.
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 aDividend Distribution Policy, which was reviewed by the Board. The said policy is available on the website of the Bank athttps://www.axisbank.com/shareholders-corner/corporate-governance. The Bank has been in compliance with its DividendDistribution 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 DividendDistribution Policy, the Board at its meeting held on 24 April, 2025, recommended a final dividend of '1/- per equity shareof '2/- each fully paid (i.e., 50% of the face value), subject to the approval of members at the ensuing 31st Annual GeneralMeeting (the “AGM”). Upon approval, and in compliance to regulatory guidelines, the dividend will be paid to the memberswhose names appear in the register of members of the Bank and in the statement of beneficiary position furnished by theNational Securities Depository Limited and the Central Depository Services (India) Limited as on the record date i.e., Friday,4 July, 2025. The total dividend payout will be approximately '309 crores resulting in a payout of 1.17% of the standaloneprofit after tax of the Bank. Additional shares issued by the Bank pursuant to exercise of stock options / stock units, until therecord date shall also be eligible for such proposed dividend. The total dividend payout shall stand modified accordingly. Interms of the provisions of the Income Tax Act, 1961, dividend income is taxable in the hands of the members, and thereforewill 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 bythe Ministry of Corporate Affairs (the “MCA”) under Section 133 of the Companies Act, 2013 (the “Act”) read together withthe Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Rules, 2021, such proposed dividend hasnot been recognised as a liability as on 31 March, 2025.
In terms of SEBI circular dated 6 February, 2017, the Bank had voluntarily published its first Integrated Annual Report forfiscal 2024, which included both financial and non-financial information and was based on the International IntegratedReporting Framework (“IIRC”) and SEBI's guidelines on Integrated reporting. For fiscal 2025, the Bank continues tovoluntarily publish the Integrated Annual Report. This report covers aspects such as organisation's strategy, governanceframework, performance, risk management and prospects of value creation based on the six forms of capitals viz., financialcapital, intellectual capital, manufactured capital, human capital, social and relationship capital, and natural capital.
During fiscal 2025, the Bank issued and allotted 10,798,691 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 '619.47crores as on 31 March, 2025, vis-a-vis '617.31 crores, as on 31 March, 2024. The equity shares issued under the aboveschemes 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 5 September, 2024, the Bank issued and allotted 3,92,500 fully paid, senior, rated, listed, unsecured, taxable, redeemable,long term non-convertible debentures (Series-8) of face value of '100,000 each, aggregating to '3,925 crores, at a couponrate of 7.45% per annum on a private placement basis for enhancing long term resources for funding infrastructure andaffordable housing. The aforesaid debentures shall be redeemed at par on maturity on 5 September, 2034.
The Audit Committee of the Board (the “ACB”) at its meeting held on 17 October, 2024, has reviewed and confirmed thatthe Bank has utilised the said funds for the above-mentioned purposes.
On 5 December, 2024, the Bank redeemed senior unsecured redeemable non-convertible debentures amounting to '5,705crores. Further, on 12 February, 2025, the Bank also redeemed unsecured redeemable non-convertible fully paid up Basel IIIcompliant tier 2 bonds in the nature of debentures for inclusion in tier 2 capital (bonds) amounting to '850 crores.
Capital Adequacy Ratio
The Bank's overall Capital Adequacy Ratio (“CAR”) under Basel III stood at 17.07% at the end of fiscal 2025, well abovethe benchmark requirement of 11.50% stipulated by the RBI. Of this, the Common Equity Tier I (“CET I”) CAR was 14.67%(against minimum regulatory requirement of 8.00%) and Tier I CAR was 15.07% (against minimum regulatory requirement of9.50%). As on 31 March, 2025, the Bank's Tier II CAR under Basel III stood at 2.00%.
Ratings of various Debt Instruments
The details of credit ratings obtained by the Bank along with any revisions thereto, if any, during fiscal 2025, for all the debtinstruments outstanding as on 31 March, 2025, are provided in the Report on Corporate Governance, forming part of thisIntegrated Annual Report.
Details of subsidiary and associate companies as on 31 March, 2025 are tabulated below:
Sr.
No.
Name of the Company
Subsidiary/
Associate
Business Activity
Percentage stake heldby the group
1.
Axis Capital Limited
Subsidiary
Business of intermediation such as investmentbanking, capital market advisory, private equityadvisory, M&A advisory and institutional equities.
100
2.
Axis Finance Limited
Non-Banking Financial Company (NBFC) offeringloans to corporates, MSME and retail customers.
3.
Axis Securities Limited
Retail broking services.
4.
Axis Trustee ServicesLimited
Trusteeship activities and agency & administrationservices.
5.
Freecharge PaymentTechnologies PrivateLimited
Merchant acquiring services, payment aggregationservices, payment support services, and businesscorrespondent to a bank / financial institution.
6.
Axis UK Limited1
7.
Freecharge Businessand Technology ServicesLimited
Business correspondent and technological serviceprovider to the Bank.
8.
Axis Capital USA, LLC
Step downsubsidiary
Services relating to equity capital market, stockbroking to institutional investors in USA.
(held by
Axis Capital Limited)
9.
Axis Asset ManagementCompany Limited
Managing investment portfolios of the scheme(s)launched by Axis Mutual Fund, Axis AlternativeInvestment Fund - category II & III and portfoliosunder portfolio management 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 FundManagement Limited
Pension fund management business under theNational Pension System.
47.27
(Axis Asset ManagementCompany Limited-51,Axis Bank Limited-9.02)
13.
Axis Max Life InsuranceLimited2
Life insurance and long-term saving and protectionproducts.
19.02
(Axis Bank Limited-16.22Axis Capital Limited-1.89,Axis Securities Limited-0.93)
1 The banking license of subsidiary was cancelled by the UK regulators with effect from 24 October, 2024. Subsequently, the name of the Companywas 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 on13 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, 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 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 subsidiarycompanies 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 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@axisbank.com.
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 2025 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), JointStatutory Auditors of the Bank, has issued a certificate confirming compliance with the provisions of corporate governanceby the Bank for fiscal 2025, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphsC, D and E of Schedule V to the SEBI Listing Regulations, and the same is attached along with the Report on CorporateGovernance.
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.
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.
Appointment and Re-appointment of Directors
During fiscal 2025, pursuant to the recommendation of the Nomination and Remuneration Committee (the “NRC”) andbased on performance evaluation, the Board at its meeting held on 17 January, 2025, re-appointed Prof. S. MahendraDev as an Independent Director of the Bank for a further period of four years, with effect from 14 June, 2025 upto13 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, whichis 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 ofIndependent 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 periodof four years with effect from 15 February, 2024 up to 14 February, 2028 (both days inclusive), vide postal ballot on10 May, 2024.
Further, the members of the Bank at their 30th 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 ofG. 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 ofthe Bank with effect from 1 January, 2025 upto 31 December, 2027 (both days inclusive). The RBI vide its letter dated24 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), isliable to retire by rotation at the ensuing AGM, and being eligible seeks re-appointment. Based on performance evaluationand recommendation of the NRC, the Board recommends her re-appointment to the members of the Bank. Resolution inrespect of re-appointment of Mini Ipe is included in the notice convening the 31st 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. AllDirectors have further confirmed that they are not debarred from holding the office of a director under any order from SEBIor any other such authority.
During the year, there was no change in the Key Managerial Personnel (“KMP”). As on the date of this report, followingare the KMP's as per Section 203(1) read with Section 2(51) of the Act and Rule 8 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014.
Name of the KMP
Designation
Amitabh Chaudhry
Managing Director & CEO
Rajiv Anand
Deputy Managing Director
Subrat Mohanty
Executive Director
Munish Sharda
Puneet Sharma
Group Executive and Chief Financial Officer
Sandeep Poddar
Company Secretary and Compliance officer
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 theSEBI Listing Regulations. The Bank has formulated and adopted various policies with respect to selection and appointmentof Directors viz., Succession Planning Policy for the Board and Key Officials of the Bank, Policy on fit and proper criteria forDirectors of the Bank, Board Diversity Policy and Policy on Training of Directors, the details of which are provided in theReport 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 theprovisions of Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and continue to comply withthe 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 takenthe same on record. There has been no change in the circumstances affecting their status as Independent Directors of theBank. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessaryexpertise and integrity to discharge their duties and functions as Independent Directors. The names of all IndependentDirectors 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, individualDirectors and the Chairperson of a Company.
The Bank has institutionalised 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 and theproposed actions for implementation during fiscal 2026, are provided in the Report on Corporate Governance, which formspart 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 andprudent 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 theBank 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.
The schedule in respect of the meetings of the Board / Committees to be held during the next fiscal year is circulated inadvance to all the members of the Board.
During fiscal 2025, 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.
The composition, role and functions of the ACB is provided in the Report on Corporate Governance, which forms part of thisIntegrated Annual Report.
During fiscal 2025, 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.
During fiscal 2025, all the related party transactions were entered in the ordinary course of the business of the Bank andon an 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 financial statementsand 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 inthe 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 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 (“lnd 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 for theyear beginning 1 April, 2018. However, the RBI in its press release issued on 5 April, 2018 deferred the applicability oflnd AS by one year (i.e., 1 April, 2019) for scheduled commercial banks. Further, RBI in a circular issued on 22 March, 2019has 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 GAAPvis-a-vis lnd AS. The Bank has also identified and evaluated data gaps, processes and system changes required to implement lndAS. The Bank is in the process of implementing necessary changes in its IT systems wherever required and other processes in aphased 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 membersfrom the concerned functional areas, headed by the Deputy Managing Director. The Steering Committee reviews theproforma Ind AS financial statements and provides guidance on critical areas of implementation on a periodic basis. Aprogress 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.
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, 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 thisIntegrated 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 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”]. Bank confirming that the
ESOS 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 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 ofManagerial 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 Remunerationof Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawingremuneration 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 aforesaidinformation, is being sent to the members of the Bank and others entitled thereto. The said information is available forinspection 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 officeor at shareholders@axisbank.com.
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 and redressedduring fiscal 2025 is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.
AuditorsStatutory 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 JointStatutory Auditors of the Bank at the 30th AGM, to hold office from the conclusion of the 30th AGM until the conclusionof the 33rd AGM, on such terms and conditions, including remuneration, as may be approved by the ACB, subject to theapproval 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 Auditors' and has alsoidentified internal set of evaluation criteria for assessing the goodness of fit in terms of experience and eligibility for the auditfirms including auditor independence.
Secretarial Auditor
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,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 andRemuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Board, basedon the recommendation of the ACB, has appointed M/s. Bhandari & Associates, Company Secretaries (Firm RegistrationNo. P1981MH043700), as Secretarial Auditors of the Bank, for a term of five consecutive years, commencing from fiscal2026 to fiscal 2030, subject to approval of the members of the Bank at the ensuing AGM. M/s. Bhandari & Associates haveconfirmed their eligibility for appointment as Secretarial Auditors of the Bank under the provisions of Section 204 of theAct, Regulation 24A of the SEBI Listing Regulations and Auditing Standards on Audit Engagement (“CSAS-1”) issued by TheInstitute 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 hasappointed M/s. Bhandari & Associates, Company Secretaries, for issuing the aforesaid report for fiscal 2025. The Bank willsubmit 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 ExchangeManagement 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 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 Companies either by the SEBI or theMCA 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 '16.62 crores of frauds committed during fiscal 2025, by the officers or employees ofthe 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:
Approximate
Nature of the fraud with
amount
Remedial actions taken
description
involved
(in ' lakhs)
Cheating & Forgery:
1,298.04
•
Police complaint filed leading to arrest of some suspects
Third party mobile number/
Stringent disciplinary action taken against the involved staff including
email id updated in the
terminating of service.
customer's CorporateInternet Banking by
Fraud Monitoring Return (“FMR”) reported to the RBI.
Insurance claim has been raised.
submission of fake documents
with forged signatures
Below controls implemented to prevent recurrences of such frauds.
and thereafter multiple
- Restricting updation of e-mail id, mobile number, authorized
unauthorised transactions/
signatory, mode of operation, Corporate Internet Banking (“CIB”)
debits undertaken from
user ID addition / deletion to home branch only.
customer's account by staff.
- Additional due diligence to be conducted of Bearer submitting such
request.
- Seeking mobile bill / related evidence to verify the credentials
(name) in which the mobile number is issued.
- Restrict CIB access for non-authorized signatories. CIB access to
be enabled only post on-boarding the proposed user as authorizedsignatory / related party in Bank records.
Misappropriation & Criminal
249.85
Fraudulently updated mobile number has been delinked from the bank
Breach of Trust:
account of the customer.
Bank staff misappropriated
Post lodgment of complaint by customer, the staff was arrested by Police.
customer funds by executing
As per verbal information received from police authorities, bank staff
multiple fraudulent debit
has admitted having misappropriated funds of customer and recovery of
transactions in the Saving and
'25.00 lakh has been made from the accounts of bank staff maintained
OD accounts of the customer
with other banks.
through mobile app without
Amount (pertaining to savings account) has been refunded to the
customer’s knowledge.
customer.
FMR reported to the RBI.
1 nsurance claim has been initiated. Insurance company has appointedsurveyor for the case. Bank is currently following up with insurancecompany for status.
Feasibility for creating additional check point of telephonic interactionby digital lending team for high value Digital OD against FD cases isbeing currently assessed.
114.00
The Bank investigated the case and took necessary disciplinary action by
terminating the involved staff and others responsible for the identified
Joint custodians
lapses.
misappropriated cash from
Additionally, a police complaint was filed in the matter, leading to the
the branch vault and executed
arrest of the branch staff by authorities.
fraudulent transactions incustomer accounts.
FMR reported to the RBI. Insurance claim has been initiated.
The Bank has proactively credited affected customer accounts after athorough investigation and verification, ensuring minimal disruption tocustomer trust and service.
During fiscal 2025, 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.
The Bank is in compliance with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board ofDirectors' 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 bythe ICSI.
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 outin 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, reviewingand identification of elements of risks associated with the business of the Bank to the said Committee. The details of therisk management framework and issues related thereto have been disclosed in the Management's Discussion and AnalysisReport, which forms part of this Integrated Annual Report.
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 Board which ischaired 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 thewebsite 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 asAnnexure 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 capitalisationas 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 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 nineESG attributes. SEBI further mandated the top 150 listed companies (by market capitalisation) to undertake a reasonableassurance 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 availableon 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 withSection 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 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 institutionduring 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 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 2025.
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.
The Board places on record its gratitude to the Government of India, RBI, MCA, SEBI, other statutory and regulatoryauthorities, financial institutions, stock exchanges, registrar and share transfer agent, debenture trustees, depositories andcorrespondent 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 toall 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 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.
For and on behalf of the Board of Directors
Place: Mumbai N. S. Vishwanathan
Date: 25 April, 2025 Chairman