RE-CLASSIFICATION TO PUBLIC CATEGORY FROM PROMOTER

 AXIS/CO/CS/628/2020-21

26^th March 2021

Dear Sir(s),

SUB.: RE-CLASSIFICATION TO "PUBLIC" CATEGORY FROM "PROMOTER" CATEGORY

REF: REGULATION 30 AND 31A OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ("LISTING REGULATIONS").

This is in continuation of our letter no. AXIS/CO/CS/584/2020-21dated 4^th March 2021 intimating about the receipt of request letter from National Insurance Company Limited ("NICL"), one of the Promoters of the Bank, to reclassify NICL to "Public" category from "Promoter" category, in accordance with Regulation 31A of the Listing Regulations.

We wish to inform you that the said letter was placed for the consideration of the Board at its meeting held today viz. 26^th March 2021. The Board at the said meeting has considered and approved the said request received from NICL to reclassify it to "Public" category from "Promoter" category, subject to the approval of the Stock Exchanges, Statutory/Regulatory Authorities and the Shareholders of the Bank. The certified true copy of the resolution passed by the Board is attached herewith as Annexure A.

You are requested to take the above on record and bring this to the notice of all concerned.

Thanking You.

Yours sincerely,

For Axis Bank Limited

Girish V. Koliyote

Company Secretary

Encl: As above

Annexure A

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF AXIS BANK LIMITED AT ITS MEETING HELD ON 26^TH MARCH 2021

"RESOLVED THAT pursuant to the provisions of Regulation 31A and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the relevant provisions of the Companies Act, 2013, read with the relevant Rules made thereunder (the "Act"), the guidelines and circulars issued by the Ministry of Corporate Affairs ("MCA"), the relevant provisions , if any, of Depositories Act, 1996, the relevant provisions of the Banking Regulation Act, 1949 and the rules, guidelines and circulars issued by the Reserve Bank of India ("RBI") and/or the Securities and Exchange Board of India (the "SEBI") in this regard, from time to time, and any other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force) and subject to the receipt of requisite approvals, consents, permissions and/or sanctions, if any, from any other appropriate Governmental/ Statutory/ Regulatory Authorities and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the said Governmental/ Statutory/ Regulatory Authorities, while granting such approvals, consents, permissions, and/or sanctions, which may be agreed to by the Board of Directors of the Bank (the "Board") and the request letter dated 4^th March 2021 received from National Insurance Company Limited ("NICL"), one of the Promoters of the Bank, the approval of the Board be and is hereby accorded for reclassification of NICL, holding 0.02% of the total issued and paid up equity share capital of the Bank, as on 19^th March 2021, to "Public" category from "Promoter " category."   

"RESOLVED FURTHER THAT the approval of the Board be and is hereby accorded to seek the approval of the Shareholders of the Bank to the aforesaid reclassification of NICL, by way of an ordinary resolution in accordance with Regulation 31A(3)(a)(iii) of the Listing Regulations."

"RESOLVED FURTHER THAT pursuant to the receipt of the approval of the Stock Exchange(s) to the aforesaid reclassification of NICL, the Bank shall effect such reclassification in the Statement of its Shareholding pattern, for the immediate succeeding quarter in terms of Regulation 31 of Listing Regulations AND THAT the Bank shall comply with the applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other applicable Guidelines/ Directions, that may be issued by any other Governmental/Statutory/ Regulatory Authority, in this regard, from time to time."

"RESOLVED FURTHER THAT Shri Amitabh Chaudhry, Managing Director & CEO or Shri Rajesh Dahiya, Executive Director (Corporate Centre) or Shri Rudrapriyo Ray, Chief Compliance Officer or Shri Girish V. Koliyote, Company Secretary of the Bank be and are hereby severally authorized to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, proper or desirable to give effect to this resolution including but not limited to making applications and/or filings to the RBI, MCA, the BSE Limited and the National Stock Exchange of India Limited and/ or to any other Governmental/Statutory/ Regulatory Authority and to execute all such deeds, documents, letters, applications, papers and things as may be considered necessary and appropriate and to settle all such questions, difficulties or doubts whatsoever which may arise and to amend such details and to make appropriate representation before said Governmental/Regulatory/ Statutory Authorities as may be considered necessary/ appropriate and to take all such steps and decisions as may be necessary/ appropriate, to give full effect to the aforesaid resolution."

For Axis Bank Limited

Girish V. Koliyote

Company Secretary