DISCLAIMER

GENERAL DISCLAIMER
This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in
accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008. This document does not constitute
an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Axis Bank
“the “Issuer”/ the “Bank”/ the “Issuer Bank”). The document is for the exclusive use of the
Institutions/Companies/Provident, Pension & Gratuity Funds/Trusts and other eligible investors to whom it is
delivered and it should not be circulated or distributed to third party (ies). The Bank certifies that the disclosures
made in this document are correct and are in conformity with the captioned SEBI Regulations. This Disclosure
Document has been prepared to provide general information about the Issuer to potential investors to whom it is
addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not
purport to contain all the information that any potential investor may require. The potential investors should
consult their own tax advisors on the tax implication relating to acquisition, ownership, sale or redemption of
Debentures and in respect of income arising thereon. Investors are also required to make their own assessment
regarding their eligibility for making investment(s) in the Debentures of the Company. The Bank or any of its
directors, employees, advisors, affiliates, subsidiaries or representatives do not accept any responsibility and or
liability for any loss or damage however arising and of whatever nature and extent in connection with the said
information.

The District Courts in Mumbai, Maharashtra State alone shall have the jurisdiction in connection with any matter
arising under these precincts.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities
have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this
document. It is to be distinctly understood that this document should not, in any way, be deemed or construed
that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial
soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the
statements made or opinions expressed in this document. The issue of Debentures being made on private
placement basis, filing of this document is not required with SEBI.

DISCLAIMER OF THE ISSUER

The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material
respects and is not misleading in any material respect. The Bank accepts no responsibility for statements made
otherwise than in this Disclosure Document or any other material issued by or at the instance of the Issuer Bank
and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. This
Disclosure Document is not intended to provide the sole basis of any credit decision or other evaluation and
should not be considered as a recommendation that any recipients of this Disclosure Document should invest in
the Debentures proposed to be issued by Issuer. Each potential investor should make its own independent
assessment of the investment merit of the Debentures and the Issuer. No selective or additional information
would be available for a section of investors in any manner whatsoever. The Debentures have not been
recommended or approved by the Securities and Exchange Board of India (“SEBI”) or the Reserve Bank of India
(“RBI”), nor do either the SEBI or the RBI guarantee the accuracy or adequacy of this document. This Disclosure
Document has not been submitted, cleared or approved by SEBI or the RBI.

DISCLAIMER OF THE STOCK EXCHANGE

A copy of this Disclosure Document will be submitted to the BSE and NSE. It is to be distinctly understood that
the submission of Disclosure Document to the BSE and NSE should not in any way be deemed or construed to
mean that the Disclosure Document has been cleared or approved by the BSE and/or NSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure
Document, nor does it warrant that the Debentures will be listed or will continue to be listed on the BSE and NSE;
nor do the BSE and the NSE take any responsibility for the financial or other soundness of the Issuer, its
Promoters, its management or any scheme or project of this Issuer.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of
the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without
first confirming its accuracy with the Issuer. Neither the delivery of this Disclosure Document nor any sale of
Debentures made hereunder shall, under any circumstances, constitute a representation or create any
implication that there has been no change in the affairs of the Issuer since the date hereof.

The Disclosure Document is made available to investors in the Issue on the strict understanding that it is
confidential.

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 i. NAME AND ADDRESS OF THE REGISTERED OFFICE OF THE ISSUER.

Our Registered Office Central Office

Axis Bank Limited, Axis Bank Limited

“Trishul”, Third Floor, Opp. Samartheshwar Temple, Maker Tower 'F', 13th Floor,
Law Garden, Ellisbridge, Ahmedabad – 380 006 Cuffe Parade, Colaba, Mumbai - 400 005
Tel: +91 079-26409322 Tel: +91 022 67074407
Fax: +91 079-26409321 Fax: +91 022 22186944 / 22181429

[The Registered Office of the company was changed from

'Sakar - I', Ground Floor, Off Ashram Road, Ahmedabad -
380009 to the present address w.e.f. May 25, 2004]]

Company Secretary and Compliance Officer Registrar to the Issue

Mr. P. J. Oza, Karvy Computershare Private Limited

Axis Bank Limited Plot No. 17 to 24, Vithalrao Nagar,
Maker Tower 'F', 13th Floor, Madhapur Hyderabad – 500 081
Cuffe Parade, Colaba, Tel No. +91(40) – 23420815 to 28
Mumbai - 400 005 Fax No. +91(40) –23420814
Tel: +91 022 67074407 Website: www.karvycomputershare.com
Fax: +91 022 22186944 / 22181429 E-mail : jayaramanvk@karvy.com
Website: www.axisbank.com Contact Person: Mr. V. K. Jayaraman
Email: p.oza@axisbank.com SEBI Regn No. INR000000221

The investors can contact the Compliance Officer or the Registrar in case of pre-Issue or post-Issue related problems
such as non-receipt of letters of Allotment; demat credit of allotted debentures in respective beneficiary account etc.

ii. NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER.

Sr. Name & Address of Director Experience

No
1. Mr. P. J. Nayak Mr. P. J. Nayak has a Ph.D. in Economics from the University of Cambridge, UK.
Chairman and CEO He was the executive trustee of erstwhile Unit Trust of India. He has also served
Address: for about 25 years in the Indian Administrative Service (IAS) and held the
Maker Towers, 'F' Wing, 13th positions of Joint Secretary (Banking) and Joint Secretary (ECB and Capital
Floor, Cuffe Parade, Colaba, Market), Government of India. He has also served as Government Director on
Mumbai - 400 005 Board of Banks like Bank of Baroda and Canara Bank.

2. Mr. N. C. Singhal Mr. N. C. Singhal has a Masters degree in Economics and a Masters degree in
Address: Science and a Post Graduate Diploma in Public Administration. He was the
D 107, Poornima founder Chief Executive Officer, designated as the Vice-Chairman and Managing
23, Peddar Road, Mumbai - 400 Director of the erstwhile SCICI Limited (formerly known as the Shipping Credit
026. and Investment Corporation of India Limited.) He has also worked with ICICI
Limited. and ONGC for number of years.

3. Mr. A. T. Pannir Selvam Mr. A. T. Pannir Selvam has a Masters degree in Economics. He was formerly
Address: Chairman and Managing Director of Union Bank of India and Executive Director
15, Ramanathan Street, Kilpauk, of Bank of India. He was also Chairman of Government appointed high level
Chennai - Committee to study causes of NPA’s and suggest remedial measures. He was
600 010. also on Board of several Public Sector Undertakings.

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4. Prof. J. R. Varma Prof. J. R. Varma is a Cost Accountant and has a Post Graduate Diploma in
Address: 318, Indian Institute Management from Indian Institute of Management, Ahmedabad. He is currently a
of Management professor in the Finance and Accounting area at IIM, Ahmedabad where he
Vastrapur, teaches courses in Capital Markets, International Financial Management and
Ahmedabad- 380 015 Corporate Finance. Prof. Varma was a full time member of SEBI for a year. Before
that, he was a part-time member of SEBI for three years.

5. Dr. R. H. Patil Dr. Patil has done Masters in Economics and Ph.D. in International Economics. He
Address: is presently Chairman of Clearing Corporation of India Limited., Clear Corp Dealing
Clearing Corporation of India Systems (India) Ltd., National Securities Depositories Ltd. and NSDL Database
Ltd., Management Ltd. He was the founder Managing Director and CEO of the National
7th Floor, Trade World 'C' Stock Exchange of India. He has also worked for 7 years in RBI and more than 18
Wing, Kamala Mills years in IDBI.
Compound, Senapati Bapat
Marg, Lower Parel (W),
Mumbai - 400013

6. Ms. Rama Bijapurkar Ms. Rama Bijapurkar has a Post Graduate Diploma in Management from Indian
Address: Institute of Management, Ahmedabad. Ms. Rama Bijapurkar is an Independent
Strategic Marketing Management Consultant, specialising in market strategy and is a visiting faculty
Consulting, 1220 Maker member at the Indian Institute of Management, Ahmedabad. She has more than 27
Chambers V, Nariman Point, years of experience in market research and market strategy.
Mumbai - 400 021

7. Mr. R. B. L. Vaish Mr. R. B. L. Vaish is a graduate in Commerce and a Chartered Accountant. He is a

Address: former Executive Director (Finance & Accounts) of LIC of India. He has worked in
F-323, Ekta Woods, Raheja various capacities with LIC for his entire career.
Estate, Kulup Wadi,
Borivali (East),
Mumbai - 400066
8. Mr. M. V. Subbiah Mr. Subbiah is a Diploma holder in Industrial Administration. He is the former
Address: Chairman and present Advisor of the Murugappa Group. Mr. Subbiah has been a
Advisor, Murugappa Group, recipient of ‘JRD Tata Business Leadership’ award in 2002 and the National HRD
Dare House, 234, award in 1988. The Murugappa family has received the ‘Distinguished Family
N S C Bose Road, Business’ award 2001, from IMD Lausanne. Mr. Subbiah having served as the
Chennai - 600 001 member of EID Parry (I) Limited one of the oldest sugar companies in India has
gained a lot of exposure to the farming community as well as the Agricultural and
Rural Economy. Has been a member of the “Committee on the Financial System”
constituted on 25/12/1997 under the Chairmanship of Shri M. Narasimham.

9. Mr. Ramesh Ramanathan Mr. Ramanathan has an honours post graduate degree in physics. He is also an
Address: MBA in Finance and a CFA (AIMR). Mr. Ramanathan is a Former Managing
Janaagraha Centre For Director, Citibank, North America, Head of North American Equity Derivatives and
Citizenship, & Democracy, 4th European Head, Corporate Derivatives. He was also the founder of Janaagraha
Floor, UNI Building, and Sanghmitra, Social organisations in Bangalore.
Thimmaiah Road,
Bangalore - 560052

10. Mr. K. N. Prithviraj Mr. K. N. Prithviraj has done Masters in Economics. He has worked with Punjab
Address: National Bank for more than 30 years. Mr. K. N. Prithviraj was also former
Flat No. 3, 2nd floor, Zara Executive Director, United Bank for 2 years. He was also Chairman and Managing
Apartments, 265 Dr Director of Oriental Bank of Commerce for 2 years till March 2007. From December
Srinivasiah Road, 2007 Mr. Prithviraj has been appointed as the Administrator of the Specified
8th Main, 3rd Stage, BEML Undertaking of the Unit Trust of India (SUUTI).
layout, Raja Rajeshwari
Nagar, Bangalore – 560 098

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iii. A BRIEF SUMMARY OF THE BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS.

The Bank is a leading private sector bank and financial services company in India offering a wide range of
products and services to corporate and retail customers through a variety of delivery channels.

Since commencing operations in April 1994 the Bank has grown both in terms of its physical network of
branches, extension counters and ATMs, as well as in terms of the size of asset base. The Bank's ATM network
of 3,171 ATMs is the third largest in the country. The Bank has a wide presence through its 749 Branches &
Extension Counters across 454 cities and towns across India.

As of March 31, 2008, the total assets of the Bank were Rs.1,095.78 billion, an increase from Rs.732.57 billion as
of March 31, 2007, whereas the same were Rs. 1374.71 billion as at December 31, 2008.

In fiscal year 2008 the Bank posted a 63 per cent increase in net profit of Rs. 10.71 billion (Rs.6.59 billion, fiscal
year 2007), whereas the same for the nine months ended December 31, 2008 was Rs. 12.34 billion, as
compared to Rs. 7.10 billion during the corresponding nine months. Total deposits have grown from Rs. 587.86
billion as of 31 March 2007 to Rs. 876.26 billion as of 31 March 2008, with demand deposits (savings bank and
current account) increasing significantly by Rs. 165.97 billion during the same period. As of December 31, 2008
the total deposits stood at Rs. 1057.16 billion, with demand deposits contributing 38 percent to the total deposits.

The Bank’s net interest margin has increased from 2.74 per cent in fiscal year 2007 to 3.47 per cent in fiscal year
2008 and for the nine months ended December 31, 2008 stood at 3.32 percent. For the fiscal year 2008 the Net
NPA’s (as a percentage of net customer assets) of the Bank stood at 0.36 percent, compared to 0.61 percent for
the fiscal year 2007. The Net NPA’s (as a percentage of net customer assets) for the nine months ended
December 31, 2008 stood at 0.39 percent and the Capital Adequacy Ratio as at December 31, 2008 stood at
13.84 percent.

The Bank’s principal business activity is broadly divided into two segments, Banking Operations and Treasury.
The Banking Operations consist of corporate/wholesale banking; retail banking, including services offered to
Non-Resident Indians (NRIs); and other banking business which are not covered under any of the above three
segments.

Banking Operations include products and services in the areas of Corporate Banking and Retail Banking. Under
Corporate Banking, the Bank offers various loan and fee-based products and services to large corporations,
MSMEs Mid-Corporate and to the agriculture sector. These products and services include cash credit facilities,
demand and short-term loans, project finance, export credit, factoring, channel financing, structured products,
discounting of bills, documentary credits, guarantees, foreign exchange and derivative products, cash
management services, warrant payment services, cross-border trade and correspondent banking services and
tax collections on behalf of the Government and various State governments in India. Liability products including
current accounts, certificate of deposits and time deposits are also offered to corporate clients. The Bank also
offers various Capital Markets related services such as loan syndication and placement, advisory services,
depository services, custodian of securities, clearing and settlement services to stock and commodity exchanges

Retail Banking offers a variety of liability and asset products and services to retail customers. Liability products
include savings accounts, time deposits and customised products for certain target groups such as high net worth
individuals, senior citizens, defence personnel, students and salaried employees. Retail asset products include
home loans, personal loans, auto loans, consumer loans, educational loans as well as security-backed loans of
various types. The Bank also offers other products and services such as debit and travel currency cards, financial
advisory services, bill payment services and wealth management services. As of 31 March 2008, the Bank had
9.93 million retail customers. The Bank also markets third party products such as mutual funds and Government
savings bonds. A wide range of liability and asset products and services are also offered to NRIs.

The Treasury department manages the funding position of the Bank and also manages and maintains its
regulatory reserve requirements. The Treasury department also invests in sovereign and corporate debt
instruments, undertakes proprietary trading in equity and fixed income securities and foreign exchange. The
Treasury department also undertakes investments in commercial paper, mutual funds and floating rate
instruments as part of the management of short-term surplus liquidity. A wide range of treasury products and
services are also offered to corporate customers in the form of derivative instruments such as forward contracts,
interest rate swaps, currency swaps and foreign currency options.

Overview of Operations

Corporate Banking

Products and Services

The Bank offers a wide spectrum of financial services to the corporate sector. The Bank serves the large
corporate sector, the growing SME sector and the agricultural sector. A broad classification of products and
services offered by the Bank is set out below.

Fund-based products. Loans and advances for working capital, corporate finance and project finance.

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Non-fund-based products. Non-funded advances such as documentary credits, stand-by letters of credit and
guarantees.

Fee-based services. Including fund transfers, cash management services, collection of Government taxes, trade
services and loan syndication.

Other products and services offered include time deposits and current accounts (checking accounts). These
products and services are delivered to customers through a network of branches, correspondent banking
networks, phone banking and the Internet.

Fund-Based Products
Fund-based limits are generally granted by way of overdrafts, cash credit, demand loans, term loans and bills
discounted. Generally, the purpose, the security offered, size of advance, repayment terms and requirements of
the customer determine the type of facility to be granted.

The following table sets forth a breakdown of the Bank’s corporate loans as of the dates indicated.

(Rs .in millions)

st st
31 March 2007 31 March 2008
Working Capital Finance 106,112 164,356
Project and Corporate Finance 173,377 296,339
Total 279,489 460,695

Working Capital Finance

Cash credit, working capital demand loans and overdraft facilities, which are the most common forms of working
capital financing, are funded facilities usually secured by current assets such as inventories and receivables.
These facilities are generally extended for a period of one year. In almost all cases, facilities are subject to an
annual review and are generally repayable on demand. Interest is collected on a monthly basis, based on daily
outstanding amounts.

Bill discounting involves discounting negotiable instruments, which are generally issued for trade receivables.
These can also be re-discounted with other banks if required.

As of March 31, 2008, the Bank’s outstanding net working capital loans amounted to Rs. 164.36 billion,
constituting approximately 27.56 per cent of its net loan portfolio and as of March 31, 2007 these amounted to
Rs. 106.11 billion, constituting 28.78 per cent of the Bank’s net loan portfolio.

Project and Corporate Finance

The Bank provides project finance to companies in the manufacturing, service and infrastructure sectors typically
by way of medium and long-term loans. Corporate finance is offered to customers based on the Bank’s appraisal
of the quality of management, industry, prospects, business model and financial strength of the firm. This
financing is generally provided by way of term loans of various tenors in Indian rupees, and in foreign currencies
to a limited extent. The Bank offers asset-based lending such as receivable financing and also offers customised
corporate finance products to meet specific customer needs.

As of March 31, 2008, the Bank’s outstanding net loans for project and corporate finance amounted to Rs. 296.34
billion, constituting approximately 49.67 per cent. of its net loan portfolio and as of March 31, 2007 these
amounted to Rs. 173.38 billion, constituting 47.02 per cent. of the Bank’s net loan portfolio.

The Bank earned interest income on its corporate credit portfolio of Rs. 35.62 billion in fiscal year 2008 and
Rs.19.38 billion in fiscal year 2007.

Non-fund-Based Products

Documentary Credits
The Bank provides documentary credits to customers to meet their working capital requirements as well as for
capital equipment purchases. Documentary credits are approved together with a working capital assessment or a
project finance assessment. Typically, a working capital line can be drawn down on a revolving basis over the
term of the facility. Customers pay fees for draw downs of the documentary credit and the Bank may require
additional collateral by way of a cash margin which depends on the risk perception of the transaction. As of
March 31, 2008, the Bank’s documentary credit portfolio amounted to Rs. 82.46 billion and as of 31 March 2007 it
amounted to Rs. 54.77 billion.

Guarantees
Guarantees, which also include “Stand-by Letters of Credit”, can be drawn down in a revolving manner over the
life of the facility. Guarantees are also assessed during the course of working capital requirements. Guarantees
are issued for various purposes such as bid bonds, performance guarantees on behalf of borrowers for execution

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of contracts, deferral or exemption from payment of statutory duties against performance obligations, advance
payments, release of retention monies and other purposes.
The term of guarantees is generally 36 months or less, although certain guarantees with a longer term may be
approved. As with documentary credits, the Bank sometimes obtains additional collateral by way of cash margin
which, in the case of certain types of guarantees, may be as much as 100 per cent. As of March 31, 2008, the
Bank’s outstanding guarantees amounted to Rs. 119.72 billion and as of March 31, 2007 these amounted to Rs.
43.86 billion.

Fee-Based Services
Fee income from corporate banking services (which includes fees from Credit, Business Banking and Capital
Markets) constitutes one of the significant revenue streams of the Bank, accounting for 16.66 per cent of total
operating revenue for the year ended 31 March 2008. The Bank offers a variety of fee-based services, including
cash management services, collection of commercial taxes, trade services, remittances, collections and loan
syndication. In addition to these traditional fee-generating products and services, the Bank also offers tailor-made
products on fee-basis to address specific corporate customer needs through a Structured Products group.

Lending to MSMEs and SMEs

The Micro, Small and Medium Enterprises (MSME) segment is an area of intense focus for the Bank, as it
generates higher yield and helps in diversification of risk. MSMEs offer good business potential both for fund and
non-fund based credit and cross selling of products.

The Bank continued its focus on the MSME segment during the year to March 31, 2008 by providing timely and
adequate credit to customers with quick turnaround time. The segment offers schematic and non-schematic
products including term loans and working capital finance, depending upon the specific requirement of clients.

Under schematic lending, specific loan-based products have been devised to target the requirements of specific
customers and loans are made available based on predetermined features, parameters and levels. Loans not
falling under any of the product-based schematic lending schemes are treated as non-schematic lending.

The Bank’s Small and Medium Enterprises (SME) business segment achieved growth by implementing
comprehensive strategies and focusing on specific industry segments and customer preferences. Advances to
SMEs increased by 73.98% to Rs 115,369.2 million as at March 31, 2008.

The Bank continues to pursue a two-pronged strategy of deepening existing relationships and widening its
customer base.

In order to increase the level of SME advances across the country, 24 SME cells have been set-up at key
centers.

Priority Sector Lending

Commercial banks in India are required by RBI to lend 40 per cent of their adjusted net bank credit of the
previous year to specified sectors known as “priority sectors”, subject to certain exemptions permitted by RBI
from time to time. Priority sector advances include loans to agriculture, MSME, microfinance loans to sectors
deemed “weaker” by RBI, housing and education finance up to certain ceilings, lending for specific infrastructure
projects and investments in instruments issued by specified institutions. The Bank is required to comply with the
priority sector lending requirements as of the last reporting Friday of March of every fiscal year. Any shortfall in
the amount required to be lent to the priority sectors may be required to be deposited with Government
sponsored Indian developmental banks such as the National Bank for Agriculture and Rural Development
(NABARD) and Small Industries Development Bank of India (SIDBI). These deposits have a maturity of up to
seven years and carry interest rates lower than market rates.

A summary of the Bank’s priority sector lending position as of the last reporting Friday in March over the last two
years is as follows.
(Rs. in millions)

As of last reporting Friday on March

2007 2008
Agricultural Advances 50,948 62,735
Small Scale industry and services 21,343 51,664*
Other priority sector lending 70,785 53,856
Total 143,076 168,255

*Pertains to MSME business of the Bank

Agricultural Financing
RBI requires the Bank to lend 18 per cent of their adjusted net bank credit of the previous year to the agricultural
sector. In light of future business prospects in the Indian agricultural and related sectors, the Bank has identified
agricultural lending as an area of potential growth.

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