OFFERING CIRCULAR

AXIS BANK LIMITED(Incorporated with limited liability in the Republic of India under the Indian Companies Act, 1956

with Registration No. 04-20769)

U.S.$5,000,000,000Global Medium Term Note Programme

On 19 June 2006, Axis Bank Limited (formerly known as UTI Bank Limited) (the Issuer or the Bank), acting through its Singapore Branch, or other foreign branch,as the case may be, established a €1,000,000,000 Medium Term Note Programme (the Programme, as amended, supplemented or restated) and prepared an offering circulardated 19 June 2006, as supplemented by a supplemental offering circular dated 21 September 2006. A further offering circular was issued on 31 May 2007 pursuant to anupdate of the Programme and an increase in the size of the Programme from €1,000,000,000 to €2,000,000,000 in accordance with the terms of the Programme. The Programmewas updated on 3 July 2008 and 28 July 2009 pursuant to which the Issuer issued an offering circular dated 3 July 2008 and 28 July 2009, respectively. The Programme wasupdated on 30 June 2010 and further supplemented on 26 October 2010 pursuant to which the Issuer issued a supplemental offering circular dated 26 October 2010. TheProgramme was updated on 18 May 2011 and further supplemented on 30 December 2011 pursuant to which the Issuer issued a supplemental offering circular dated 30December 2011. The Programme was updated on 13 August 2012 pursuant to which the Issuer issued an offering circular dated 13 August 2012. A further offering circular wasissued on 17 September 2013 pursuant to a update of the Programme and the size of the Programme was increased from €2,000,000,000 to €3,000,000,000 in accordance withthe terms of the Programme. The Programme was further updated pursuant to an offering circular dated 19 September 2014 and thereafter on 16 September 2015. The offeringcircular dated 16 September 2015 increased the size of the Programme from €3,000,000,000 to U.S.$5,000,000,000. This offering circular (the Offering Circular) is issuedpursuant to a further update of the Programme and supersedes any previous offering circular describing the Programme. Any Notes (as defined below) issued under theProgramme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued before the date of thisOffering Circular.

Under this U.S.$5,000,000,000 Programme, the Issuer, acting through its Singapore Branch, Hong Kong Branch, Dubai International Financial Centre (DIFC) Branchor other foreign branch, as the case may be, may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (asdefined below). The Bank issues Notes under the Programme through a foreign branch for certain legal, administrative and regulatory reasons, including (without limitation)to facilitate timely access to funding markets. Investors should be aware that a branch is not a subsidiary and does not comprise a separate legal entity. The obligations underthe Notes issued by the Bank acting through a foreign branch are of the Bank only, and investors’ claims under such Notes are only against the Bank.

Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from timeto time outstanding under the Programme will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase asdescribed herein.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary of the Programme” and any additional Dealer appointed underthe Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References inthis Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing tosubscribe to such Notes.

Application has been made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) for the Notes issued under theProgramme during the period of 12 months after the date of this Offering Circular to be admitted to the official list of the UK Listing Authority (the London Official List) andto the London Stock Exchange’s Professional Securities Market (the PSM). The PSM is not a regulated market for the purposes of Directive 2004/39/EC.

Additionally, application has been made for the listing and quotation of Notes that may be issued pursuant to the Programme and which are agreed at or prior to the timeof issue thereof to be so listed on the Singapore Exchange Securities Trading Limited (the SGX-ST). Such permission will be granted when such Notes have been admitted tothe Official List of the SGX-ST (the Singapore Official List). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressedor reports contained herein. Admission to the Singapore Official List and quotation of any Notes on the SGX-ST are not to be taken as an indication of the merits of the Issuer,the Programme or the Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms andconditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a pricing supplement(the Pricing Supplement) which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST on or before the date of issue of the Notes of such Tranche.

The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuermay also issue unlisted Notes. Any Exempt Notes (as defined herein) if listed, will not be listed on the PSM of the London Stock Exchange.

The Issuer may agree with any Dealer and the Trustee (as defined herein) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notesherein, in which event (in the case of Notes intended to be listed on the SGX-ST) a supplementary offering circular, if appropriate, will be made available which will describethe effect of the agreement reached in relation to such Notes.

See “Investment Considerations” for a discussion of certain factors to be considered in connection with an investment in the Notes.

Each Tranche (as defined in “Form of the Notes”) of Bearer Notes of each series (a Series) will initially be represented by either a temporary bearer global note (aTemporary Bearer Global Note) or a permanent bearer global note (a Permanent Bearer Global Note and, together with a Temporary Bearer Global Note, the Bearer GlobalNotes, and each a Bearer Global Note) as indicated in the applicable Pricing Supplement, which, in either case, will be delivered on or prior to the original issue date of theTranche to a common depositary (the Common Depositary) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg).

On and after the date (the Exchange Date) which, for each Tranche in respect of which a Temporary Bearer Global Note is issued, is 40 days after the date on whichthe Temporary Bearer Global Note is issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request as described therein eitherfor (i) interests in a Permanent Bearer Global Note of the same Series or (ii) definitive Bearer Notes of the same Series.

The applicable Pricing Supplement will specify that a Permanent Bearer Global Note will be exchangeable for definitive Bearer Notes in certain limited circumstances.

Registered Notes of each Tranche sold in an “offshore transaction” within the meaning of Regulation S (Regulation S) under the United States Securities Act of 1933,as amended (the Securities Act) outside the United States (U.S.) will initially be represented by a global note in registered form, without receipts or coupons, (a Regulation SGlobal Note), which will be delivered on or prior to the original issue date of the Tranche to the Common Depositary for Euroclear and Clearstream, Luxembourg, andregistered in the name of a nominee of the Common Depositary.

Registered Notes of each Tranche may only be offered and sold in the U.S. to QIBs (as defined in “Form of the Notes”) in transactions exempt from registration inreliance on Rule 144A under the Securities Act (Rule 144A) or any other applicable exemption. The Registered Notes of each Tranche sold to QIBs will be represented by aglobal note in registered form, without receipts or interest coupons (a Rule 144A Global Note and, together with a Regulation S Global Note, the Registered Global Notes,and each a Registered Global Note), which will be deposited with a custodian for, and registered in the name of, The Depository Trust Company (DTC) or a nominee of DTC.

The Notes have not been and will not be registered under the Securities Act or any U.S. state securities laws and may not be offered or sold in the United States unlessan exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and anyother jurisdiction. See “Form of the Notes” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see“Transfer Restrictions”.

ArrangersCitigroup HSBC Axis Bank Limited, Singapore Branch Standard Chartered Bank

DealersCitigroup HSBC Axis Bank Limited, Singapore Branch Standard Chartered Bank

The date of this Offering Circular is 17 May 2016.

The Issuer declares that, having taken all reasonable care to ensure that such is the case, the

information contained in this Offering Circular is, to the best of its knowledge, in accordance with the

facts and contains no omission likely to affect its import.

The Issuer accepts responsibility for the information contained in this Offering Circular. The Issuer,

having made all reasonable enquiries, confirms that this Offering Circular contains or incorporates all

information which is material in the context of the Programme and the Notes, that the information

contained or incorporated in this Offering Circular is true and accurate in all material respects and is not

misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that

there are no other facts the omission of which would make this Offering Circular or any of such

information or the expression of any such opinions or intentions misleading. The Issuer accepts

responsibility accordingly.

No person is or has been authorised by the Issuer to give any information or to make any

representation other than those contained in this Offering Circular or any other information supplied in

connection with the Programme or the Notes and, if given or made by any other person, such information

or representations must not be relied upon as having been authorised by the Issuer, any of the Arrangers

(as defined herein), the Dealers, the Trustee or the Agents (as defined in “Terms and Conditions of the

Notes”).

No representation, warranty or undertaking, express or implied, is made and no responsibility or

liability is accepted by any of the Arrangers, the Dealers, the Trustee, the Agents or any of them as to the

accuracy or completeness of the information contained or incorporated in this Offering Circular or any

other information provided by the Issuer in connection with the Programme. Neither the Arrangers, the

Dealers, the Trustee nor the Agents accepts any liability in relation to the information contained or

incorporated by reference in this Offering Circular or any other information provided by the Issuer in

connection with the Programme.

Copies of each Pricing Supplement will be available from the corporate office of the Issuer and the

specified office of the Principal Paying Agent (as defined herein).

Certain information under the heading “Book-entry Clearance Systems” has been extracted from

information provided by the clearing systems referred to therein. The Issuer confirms that such

information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from

information published by the relevant clearing systems, no facts have been omitted which would render

the reproduced information inaccurate or misleading.

This Offering Circular is to be read in conjunction with all documents which are deemed to be

incorporated herein by reference (see “Documents Incorporated by Reference”). This Offering Circular

shall be read and construed on the basis that such documents are incorporated and form part of this

Offering Circular.

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Neither this Offering Circular nor any other information supplied in connection with the Programmeor any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should beconsidered as a recommendation by the Issuer, any of the Arrangers, the Dealers, the Trustee or theAgents that any recipient of this Offering Circular or any other information supplied in connection withthe Programme or any Notes should purchase any of the Notes. Each investor contemplating purchasingNotes should make its own independent investigation of the financial condition and affairs, and its ownappraisal of the creditworthiness, of the Issuer. Neither this Offering Circular nor any other informationsupplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation byor on behalf of the Issuer, any of the Arrangers, the Dealers, the Trustee or the Agents to any person tosubscribe for or to purchase any Notes.

Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall inany circumstances imply that the information contained herein concerning the Issuer is correct at anytime subsequent to the date hereof or that any other information supplied in connection with theProgramme is correct as of any time subsequent to the date indicated in the document containing thesame. The Arrangers, the Dealers, the Trustee and the Agents expressly do not undertake to review thefinancial condition or affairs of the Issuer during the life of the Programme or to advise any investor in theNotes of any information coming to their attention. Investors should review, inter alia, the most recentlypublished documents incorporated by reference into this Offering Circular when deciding whether or notto purchase any Notes.

This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buyany Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitationin such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may berestricted by law in certain jurisdictions. The Issuer, the Arrangers, the Dealers, the Trustee and theAgents do not represent that this Offering Circular may be lawfully distributed, or that any Notesmay be lawfully offered, in compliance with any applicable registration or other requirements inany such jurisdiction, or pursuant to an exemption available thereunder, or assume anyresponsibility for facilitating any such distribution or offering. In particular, no action has beentaken by the Issuer, any of the Arrangers or the Dealers, the Trustee or the Agents which wouldpermit a public offering of any Notes or distribution of this Offering Circular in any jurisdictionwhere action for that purpose is required. Accordingly, no Notes may be offered or sold, directly orindirectly, and neither this Offering Circular nor any advertisement or other offering material maybe distributed or published in any jurisdiction, except under circumstances that will result incompliance with any applicable laws and regulations. Persons into whose possession this OfferingCircular or any Notes may come must inform themselves about, and observe, any such restrictionson the distribution of this Offering Circular and the offering and sale of Notes. In particular, thereare restrictions on the distribution of this Offering Circular and the offer or sale of Notes in theUnited States, the European Economic Area (including the United Kingdom and the Netherlands),India, Singapore, Japan, Hong Kong, the United Arab Emirates (UAE) and the DIFC.

None of the Issuer, the Arrangers, the Dealers, the Trustee and the Agents makes anyrepresentation to any investor in the Notes regarding the legality of its investment under anyapplicable laws. Any investor in the Notes should be able to bear the economic risk of an investmentin the Notes for an indefinite period of time.

This Offering Circular has been prepared on a basis that any offer of Notes in any Member State(each Relevant Member State) of the European Economic Area which has implemented the Prospectus

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Directive (2003/71/EC) (as amended including by Directive 2010/73/EU, including any relevantimplementing measure in such relevant Member State) (Prospectus Directive) will be made pursuant toan exemption under the Prospectus Directive from the requirement to publish a prospectus for offers ofNotes. Accordingly any person making or intending to make an offer of Notes in that Relevant MemberState may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publisha prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant toArticle 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor anyDealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in whichan obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.

For a description of other restrictions, see “Subscription and Sale”.

In connection with the offering of any series of Notes, each Dealer is acting or will act for the Issuerin connection with the offering and no one else and will not be responsible to anyone other than the Issuerfor providing the protections afforded to clients of that Dealer nor for providing advice in relation to anysuch offering.

In making an investment decision, investors must rely on their own examination of the Issuer and theterms of the Notes being offered, including the merits and risks involved. The Notes have not beenapproved or disapproved by the United States Securities and Exchange Commission or any othersecurities commission or other regulatory authority in the United States, nor have the foregoingauthorities approved this Offering Circular or confirmed the accuracy or determined the adequacy of theinformation contained in this Offering Circular. Any representation to the contrary is unlawful.

U.S. INFORMATION

This Offering Circular is being submitted on a confidential basis in the United States to a limitednumber of QIBs (each as defined under “Form of the Notes”) for informational use solely in connectionwith the consideration of the purchase of certain Notes issued under the Programme. Its use for any otherpurpose in the United States is not authorised. It may not be copied or reproduced in whole or in part normay it be distributed or any of its contents disclosed to anyone other than the prospective investors towhom it is originally submitted.

The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold ordelivered within the United States or its possessions or to United States persons, except in certaintransactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meaningsgiven to them by the U.S. Internal Revenue Code of 1986 and the Treasury regulations promulgatedthereunder.

Registered Notes may be offered or sold within the United States only to QIBs in transactionsexempt from registration under the Securities Act in reliance on Rule 144A or any other applicableexemption. Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale of anyRegistered Notes to it may be being made in reliance upon the exemption from the registrationrequirements of Section 5 of the Securities Act provided by Rule 144A.

Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued inregistered form in exchange or substitution therefor (together Legended Notes) will be deemed, by itsacceptance or purchase of any such Legended Notes, to have made certain representations and

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agreements intended to restrict the resale or other transfer of such Notes as set out in “Transfer

Restrictions”. Unless otherwise stated, terms used in this paragraph have the meanings given to them in

“Form of the Notes”.

The Notes have not been approved or disapproved by the United States Securities and Exchange

Commission or any other securities commission or other regulatory authority in the United States, nor

have the foregoing authorities approved this Offering Circular or confirmed the accuracy or determined

the adequacy of the information contained in this Offering Circular. Any representation to the contrary is

unlawful.

AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that

are “restricted securities” within the meaning of the Securities Act, the Issuer has undertaken in the Trust

Deed (as defined under “Terms and Conditions of the Notes”) to furnish, upon the request of a holder of

such Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by

him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the

time of the request, any of the Notes remain outstanding as “restricted securities” within the meaning of

Rule 144(a)(3) of the Securities Act and the Issuer is neither a reporting company under Section 13 or

15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the Exchange Act) nor exempt from

reporting pursuant to Rule 12g3-2(b) thereunder.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is a corporation organised under the laws of India. All of the officers and directors named

herein reside outside the United States and all or a substantial portion of the assets of the Issuer and of

such officers and directors are located outside the United States. As a result, it may not be possible for

investors to effect service of process outside India upon the Issuer or such persons, or to enforce

judgments against them obtained in courts outside India predicated upon civil liabilities of the Issuer or

such directors and officers under laws other than Indian law, including any judgement predicated upon

United States federal securities laws.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless otherwise indicated, the financial information in this Offering Circular relating to the Issuerhas been derived from (i) the audited consolidated financial statements of the Issuer for the financialyears ended 31 March 2016 and 31 March 2015 and (ii) the audited non-consolidated financial statementsof the Issuer for the financial years ended 31 March 2016 and 31 March 2015 (together, the FinancialStatements). The Issuer’s financial year ends on 31 March and references to any specific year are to the12-month period ended on 31 March of such year. Previous year figures have been regrouped andreclassified, where necessary, to conform to the presentation of fiscal 2016 financials.

The Issuer maintains its financial books and records and prepares its financial statements in Rupeesin accordance with generally accepted accounting principles in the Republic of India (Indian GAAP), asapplicable to banks, which differ in certain important respects from the generally accepted accountingprinciples in the United States of America (U.S. GAAP). For a discussion of the principal differencesbetween Indian GAAP and U.S. GAAP as they relate to the Issuer, see “Summary of SignificantDifferences between Indian GAAP and U.S. GAAP”. Unless otherwise stated, all financial data containedherein relating to the Issuer is stated on a non-consolidated basis.

CERTAIN DEFINITIONS

Capitalised terms which are used but not defined in any particular section of this Offering Circularwill have the meaning attributed to them in the “Terms and Conditions of the Notes” or any other sectionof this Offering Circular.

In this Offering Circular, all references to Exempt Notes means Index Linked Interest Notes, DualCurrency Interest Notes, Index Linked Redemption Notes, Dual Currency Redemption Notes, Partly PaidNotes or Hybrid Tier I Notes.

Unless otherwise specified, all references to India are to the Republic of India and all references tothe Government are to the Government of India and to the State Government are to the relevant StateGovernment entity of India. All references to fiscal or fiscal year are to the year ended 31 March.

All references in this document to euro and € refer to the currency introduced at the start of the thirdstage of European economic and monetary union pursuant to the Treaty on the Functioning of theEuropean Union, as amended, to S$ refer to Singapore dollars and to Rupee, Rupees and refer to IndianRupees. In addition, references to Sterling and £ refer to pounds sterling, to U.S. dollars, U.S.$ and $refer to United States dollars and to RMB and Renminbi refer to the lawful currency of the People’sRepublic of China (the PRC).

For convenience only, certain Rupee amounts in this Offering Circular have been translated intoU.S. dollars. Unless otherwise specified, all such conversions were made at the exchange rate publishedby the U.S. Federal Reserve as at 31 March 2015, which was U.S.$1.00 = 62.31. Other Rupee amountsin this Offering Circular where translated into U.S. dollars have been converted at the market ratesprevailing at the relevant dates. No representation is made that the Rupee or U.S. dollar amounts referredto herein could have been or could be converted into U.S. dollars or Rupee, as the case may be, at anyparticular rate, or at all.

Any discrepancies in any table between totals and the sums of the amounts listed are due torounding.

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References to crores in the Bank’s consolidated and non-consolidated financial statements are tothe following:

One crore . . . . . . . . . . . . . . . . . . . . . . 10,000,000 (ten million)Ten crores . . . . . . . . . . . . . . . . . . . . . . 100,000,000 (one hundred million)One hundred crores . . . . . . . . . . . . . . . 1,000,000,000 (one thousand million or one billion)

Furthermore, certain figures and percentages included in this Offering Circular have been subject torounding adjustments; accordingly, figures shown in the same category presented in different tables mayvary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of thefigures which precede them.

INDUSTRY AND MARKET DATA

Certain industry and market share data in this Offering Circular are derived from data of the ReserveBank of India (the RBI) or the Director General of Commercial Intelligence and Statistics. Certain otherinformation regarding market position, growth rates and other industry data pertaining to the Bank’sbusiness contained in this Offering Circular consists of estimates by the Bank based on data reportscompiled by professional organisations and analysts, on data from other external sources and on theBank’s knowledge of its markets. This data is subject to change and cannot be verified with completecertainty due to limits on the availability and reliability of the raw data and other limitations anduncertainties inherent in any statistical survey. In many cases, there is no readily available externalinformation (whether from trade associations, Government bodies or other organisations) to validatemarket-related analyses and estimates, so the Bank relies on internally developed estimates. While theBank has compiled, extracted and reproduced market or other industry data from external sources,including third parties or industry or general publications, neither the Bank, the Arrangers, the Dealers,the Trustee nor the Agents makes any representation regarding the accuracy of such data. Similarly, whilethe Bank believes its internal estimates to be reasonable, such estimates have not been verified by anyindependent sources and neither the Bank, the Arrangers, the Dealers, the Trustee nor the Agents canassure potential investors as to their accuracy.

FORWARD-LOOKING STATEMENTS

This Offering Circular includes statements which contain words or phrases such as “will”, “would”,“aim”, “aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “willcontinue”, “will achieve”, “anticipate”, “estimate”, “estimating”, “intend”, “plan”, “contemplate”, “seekto”, “seeking to”, “trying to”, target”, “propose to”, “future”, “objective”, “goal”, “project”, “should”,“can”, “could”, “may”, “will pursue”, “in management’s judgement” and similar expressions orvariations of such expressions, that are “forward-looking statements”. Actual results may differmaterially from those suggested by the forward-looking statements due to certain risks or uncertaintiesassociated with management’s expectations with respect to, but not limited to, the actual growth indemand for banking and other financial products and services, the management’s ability to successfullyimplement its strategy, future levels of impaired loans, the Bank’s growth and expansion, the adequacy ofthe Bank’s allowance for credit and investment losses, technological changes, investment income, theBank’s ability to market new products, cash flow projections, the outcome of any legal or regulatoryproceedings the Bank is or may become a party to, the future impact of new accounting standards,management’s ability to implement its dividend policy, the impact of Indian banking regulations on it, theBank’s ability to roll over its short-term funding sources, the Bank’s exposure to market risks and themarket acceptance of and demand for Internet banking services. By their nature, certain of the market risk

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disclosures are only estimates and could be materially different from what actually occurs in the future.

As a result, actual future gains, losses or impact on net interest income and net income could materially

differ from those that have been estimated.

In addition, other factors that could cause actual results to differ materially from those estimated by

the forward-looking statements contained in this Offering Circular include, but are not limited to general

economic and political conditions in India, southeast Asia, and the other countries which have an impact

on the Issuer ‘s business activities or investments, political or financial instability in India or any other

country caused by any factor including any terrorist attacks in India, the United States or elsewhere or

any other acts of terrorism worldwide, any anti-terrorist or other attacks by the United States, a United

States-led coalition or any other country, the monetary and interest rate policies of India, political or

financial instability in India or any other country caused by tensions between India and Pakistan related

to the Kashmir region or military armament or social unrest in any part of India, inflation, deflation,

unanticipated turbulence in interest rates, changes in the value of the Rupee, foreign exchange rates,

equity prices or other rates or prices, the performance of the financial markets and level of Internet

penetration in India and globally, changes in domestic and foreign laws, regulations and taxes, changes in

competition and the pricing environment in India and regional or general changes in asset valuations. For

a further discussion on the factors that could cause actual results to differ, see the discussion under “Risk

Factors” contained in this Offering Circular.

Any forward looking statements contained in this Offering Circular speak only as at the date of this

Offering Circular. Without prejudice to any requirements under applicable laws and regulations, the

Issuer expressly disclaims any obligation or undertaking to disseminate after the date of this Offering

Circular any updates or revisions to any forward looking statements contained herein to reflect any

change in expectations thereof or any change in events, conditions or circumstances on which any such

forward looking statement is based.

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CONTENTS

Page

Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

General Description of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Summary of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Form of Applicable Note Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Form of Applicable Exempt Note Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

Capitalisation and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

Selected Financial and Operating Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119

Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . 122

Description of the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205

Selected Statistical Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224

Description of the Bank’s Singapore Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248

Description of the Bank’s Hong Kong Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250

Description of the Bank’s Dubai International Financial Centre Branch . . . . . . . . . . . . . . . . 251

Description of the Bank’s Representative Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252

Management and Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253

Book-entry Clearance Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280

Summary of Significant Difference between Indian GAAP and U.S. GAAP . . . . . . . . . . . . . 285

The Indian Financial Sector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290

Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365

Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388

Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 391

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

— viii —

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as

the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the

applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting

the trading price of the Notes of the Series (as defined below) of which such Tranche forms a part at

a level higher than that which might otherwise prevail for a limited period after the date of the

relevant Tranche of Notes. However, there may be no obligation on the Stabilising Manager(s) to do

this. Any stabilising, if commenced, may be discontinued at any time after a limited period. Any

stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or

persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and

rules.

— 1 —

DOCUMENTS INCORPORATED BY REFERENCE

This section is only applicable for Notes which are listed on the SGX-ST.

The following documents published or issued from time to time after the date hereof shall be

deemed to be incorporated in, and to form part of, this Offering Circular:

(a) the most recently published audited consolidated and non-consolidated annual financial

statements and, if published later, the most recently published audited or reviewed, as the case

may be, interim non-consolidated financial results (if any) of the Issuer, (see “General

Information” for a description of the financial statements currently published by the Issuer);

and

(b) all supplements or amendments to this Offering Circular circulated by the Issuer from time to

time.

Any statement contained herein or in a document which is deemed to be incorporated by reference

herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent

that a statement contained in any such subsequent document which is deemed to be incorporated by

reference herein modifies or supersedes such earlier statement (whether expressly, by implication or

otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or

superseded, to constitute a part of this Offering Circular.

The Issuer will provide, without charge, to each person to whom a copy of this Offering Circular has

been delivered, upon the request of such person, a copy of any or all of the documents deemed to be

incorporated herein by reference unless such documents have been modified or superseded as specified

above. Requests for such documents should be directed to the Issuer at its corporate office set out at the

end of this Offering Circular. In addition, such documents will be available free of charge from the

specified office of the Principal Paying Agent in London (which for the time being is The Bank of New

York Mellon, London Branch (the Principal Paying Agent) for the Notes listed on the SGX-ST).

If the terms of the Programme are modified or amended in a manner which would make this Offering

Circular, as so modified or amended, inaccurate or misleading, to an extent which is material in the

context of the Programme, a new offering circular will be prepared.

This section is only applicable for Notes which are listed on the PSM.

In the case of Notes to be listed on the PSM, the Issuer will, if there is significant change to any

matter in the Offering Circular, the inclusion of which is required by Section 80 of the FSMA, the listing

rules of the UK Financial Conduct Authority (the FCA), or a signficiant new matter arises, the inclusionof information in respect of which would have been so required if it had arisen when the Offering Circular

was prepared, prepare an appropriate amendment or supplement to this Offering Circular which, in

respect of any subsequent issues of Notes to be listed on the PSM, shall constitute supplementary listing

particulars as required by Section 81 of the FSMA. The Issuer has undertaken to the Dealers in the

Programme Agreement (as defined in “Subsciption and Sale” below) that it will comply with Section 81

of the FSMA.

— 2 —

GENERAL DESCRIPTION OF THE PROGRAMME

Under the Programme, the Issuer may from time to time issue Notes denominated in any currency,

subject as set out herein. A summary of the terms and conditions of the Programme and the Notes appears

below. The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer prior

to the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on,

attached to, or incorporated by reference into, the Notes, as modified and supplemented by the applicable

Pricing Supplement attached to, or endorsed on, such Notes, as more fully described under “Form of the

Notes”.

This Offering Circular and any supplement will only be valid for listing Notes on the SGX-ST or the

PSM in an aggregate nominal amount which, when added to the aggregate nominal amount then

outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed

U.S.$5,000,000,000 or its equivalent in other currencies. For the purpose of calculating the U.S. dollar

equivalent of the aggregate nominal amount of Notes issued under the Programme from time to time:

(a) the U.S. dollar equivalent of Notes denominated in another Specified Currency (as specified in

the applicable Pricing Supplement in relation to the relevant Notes, described under “Form of

the Notes”) shall be determined, at the discretion of the Issuer, or, as the case may be, the

Principal Paying Agent as at the date on which agreement is reached for the issue of Notes;

(b) the U.S. dollar equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes

(each as specified in the applicable Pricing Supplement in relation to the relevant Notes,

described under “Form of the Notes”) shall be calculated in the manner specified above by

reference to the original nominal amount on issue of such Notes (in the case of Partly Paid

Notes regardless of the amount of subscription price paid); and

(c) the U.S. dollar equivalent of Zero Coupon Notes (as specified in the applicable Pricing

Supplement in relation to the relevant Notes, described under “Form of the Notes”) and other

Notes issued at a discount or a premium shall be calculated in the manner specified above by

reference to the nominal amount of those Notes.

Any Exempt Notes, if listed, will not be listed on the PSM of the London Stock Exchange.

— 3 —

SUMMARY OF THE PROGRAMME

The following summary does not purport to be complete and is taken from, and is qualified in its

entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any

particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in “Form

of the Notes” and “Terms and Conditions of the Notes” shall have the same meanings in this summary.

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . Axis Bank Limited, acting through its Singapore Branch, Hong

Kong Branch, DIFC Branch or other foreign branch (as specified

in the relevant Pricing Supplement)

Risk Factors . . . . . . . . . . . . . . . . . . . . There are certain factors that may affect the Issuer’s ability to

fulfil its obligations under Notes issued under the Programme.

These are set out under “Risk Factors” below. In addition, there

are certain factors which are material for the purpose of assessing

the market risks associated with Notes issued under the

Programme. These are set out under “Risk Factors” and include

certain risks relating to the structure of particular Series of Notes

and certain market risks.

Description . . . . . . . . . . . . . . . . . . . . Global Medium Term Note Programme

Arrangers . . . . . . . . . . . . . . . . . . . . . . Axis Bank Limited, Singapore Branch

Citigroup Global Markets Singapore Pte. Ltd.

The Hongkong and Shanghai Banking Corporation Limited

Standard Chartered Bank

Dealers . . . . . . . . . . . . . . . . . . . . . . . . Axis Bank Limited, Singapore Branch

Citigroup Global Markets Singapore Pte. Ltd.

The Hongkong and Shanghai Banking Corporation Limited

Standard Chartered Bank

and any other Dealers appointed in accordance with the

Programme Agreement (as defined under “Subscription and

Sale”).

Certain Restrictions . . . . . . . . . . . . . Each issue of Notes in respect of which particular laws,

guidelines, regulations, restrictions or reporting requirements

apply will only be issued in circumstances which comply with

such laws, guidelines, regulations, restrictions or reporting

requirements from time to time (see “Transfer Restrictions” and

“Subscription and Sale”) including the following restrictions

applicable at the date of this Offering Circular.

— 4 —

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds

of the issue are accepted in the United Kingdom, constitute

deposits for the purposes of the prohibition on accepting deposits

contained in section 19 of the Financial Services and Markets Act

2000 unless they are issued to a limited class of professional

investors and have a denomination of at least £100,000 or its

equivalent (see “Transfer Restrictions” and “Subscription and

Sale”).

Trustee . . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon, London Branch

Principal Paying Agent . . . . . . . . . . The Bank of New York Mellon, London Branch

Registrar . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon (Luxembourg) S.A. in respect of

Notes cleared through Euroclear and Clearstream, Luxembourg.

The Bank of NewYork Mellon in respect of Notes cleared through

DTC.

Programme Size . . . . . . . . . . . . . . . . U.S.$5,000,000,000 (or its equivalent in other currencies

calculated as described under “General Description of the

Programme”) in aggregate nominal amount of Notes outstanding

at any time. The Issuer may increase the amount of the

Programme in accordance with the terms of the Programme

Agreement.

Distribution . . . . . . . . . . . . . . . . . . . . Notes may be distributed by way of private or public placement

and in each case on a syndicated or non-syndicated basis.

Currencies . . . . . . . . . . . . . . . . . . . . . Notes may be denominated in any agreed currency and with any

agreed maturity, subject to any applicable legal or regulatory

restrictions and any requirements of the relevant central bank (or

equivalent body).

Maturities . . . . . . . . . . . . . . . . . . . . . . Such maturities as may be agreed between the Issuer and the

relevant Dealer and indicated in the applicable Pricing

Supplement, subject to such minimum or maximum maturities as

may be allowed or required from time to time by the relevant

central bank (or equivalent body) or any laws or regulations

applicable to the Issuer or the relevant Specified Currency.

Issue Price . . . . . . . . . . . . . . . . . . . . . Notes may be issued on a fully-paid or (in the case of Notes other

than Subordinated Notes and Hybrid Tier I Notes) a partly-paid

basis and at an issue price which is at par or at a discount to, or

premium over, par.

— 5 —

Form of Notes . . . . . . . . . . . . . . . . . . The Notes will be issued in bearer or registered form as set out in

the applicable Pricing Supplement. Registered Notes will not be

exchangeable for Bearer Notes and vice versa.

Fixed Rate Notes . . . . . . . . . . . . . . . . Fixed interest will be payable at such rate or rates in arrear and on

such date or dates as may be agreed between the Issuer and the

relevant Dealer and on redemption and will be calculated on the

basis of such Day Count Fraction as may be agreed between the

Issuer and the relevant Dealer.

Floating Rate Notes . . . . . . . . . . . . . Floating Rate Notes will bear interest at a rate determined:

(i) on the same basis as the floating rate under a notional

interest rate swap transaction in the relevant Specified

Currency governed by an agreement incorporating the 2006

ISDA Definitions (as published by the International Swaps

and Derivatives Association, Inc., and as amended and

updated as at the Issue Date of the first Tranche of the Notes

of the relevant Series); or

(ii) on the basis of a reference rate appearing on the agreed

screen page of a commercial quotation service; or

(iii) on such other basis as may be agreed between the Issuer and

the relevant Dealer.

The margin (if any) relating to such floating rate will be agreed

between the Issuer and the relevant Dealer for each Series of

Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a

minimum interest rate or both.

Interest on Floating Rate Notes and Index Linked Interest Notes

in respect of each Interest Period, as agreed prior to issue by the

Issuer and the relevant Dealer, will be payable on such Interest

Payment Dates, and will be calculated on the basis of such Day

Count Fraction, as may be agreed between the Issuer and the

relevant Dealer.

Index Linked Notes . . . . . . . . . . . . . Payments of principal in respect of Index Linked Redemption

Notes or of interest in respect of Index Linked Interest Notes will

be calculated by reference to such index and/or formula or to

changes in the prices of securities or commodities or to such other

factors as the Issuer and the relevant Dealer may agree.

— 6 —

Partly Paid Notes . . . . . . . . . . . . . . . The Issuer may issue Notes in respect of which the issue price is

paid in separate instalments in such amounts and on such dates as

the Issuer and the relevant Dealer may agree.

Notes redeemable in instalments . . The Issuer may issue Notes which may be redeemed in separate

instalments in such amounts and on such dates as the Issuer and

the relevant Dealer may agree.

Other provisions in Floating Rate

Notes and Index Linked Interest

Notes . . . . . . . . . . . . . . . . . . . . . . . . . .

Floating Rate Notes and Index Linked Interest Notes may

also have a maximum interest rate, a minimum interest rate or

both.

Interest on Floating Rate Notes and Index Linked Interest Notes

in respect of each Interest Period, as agreed prior to issue by the

Issuer and the relevant Dealer, will be payable on such Interest

Payment Dates, and will be calculated on the basis of such Day

Count Fraction, as may be agreed between the Issuer and the

relevant Dealer.

Dual Currency Notes . . . . . . . . . . . . Payments (whether in respect of principal or interest and whether

at maturity or otherwise) in respect of Dual Currency Notes will

be made in such currencies, and based on such rates of exchange,

as the Issuer and the relevant Dealer may agree.

Zero Coupon Notes . . . . . . . . . . . . . . Zero Coupon Notes will be offered and sold at a discount to their

nominal amount and will not bear interest.

Other Notes . . . . . . . . . . . . . . . . . . . . The Issuer may agree with any Dealer and the Trustee that Notes

may be issued in a form not contemplated by the Terms and

Conditions of the Notes, in which event the relevant provisions

will be included in the applicable Pricing Supplement.

— 7 —

Redemption . . . . . . . . . . . . . . . . . . . . The applicable Pricing Supplement will indicate either that the

relevant Notes cannot be redeemed prior to their stated maturity

(other than (i) in specified instalments, if applicable, (ii) for

taxation reasons (in the case of Subordinated Notes and Hybrid

Tier I Notes, only with the prior approval of the RBI or other

relevant authority and, in the case of Hybrid Tier I Notes, the

conditions for redemption set out in Condition 6.12 having been

satisfied), (iii) in the case of Hybrid Tier I Notes, for certain

regulatory reasons (with the prior approval of the RBI or such

other relevant authority and the conditions for redemption set out

in Condition 6.12 having been satisfied) or (iv) (in the case of

Senior Notes) following an Event of Default (as defined in

Condition 9.1)) or that such Notes will be redeemable at the

option of the Issuer (in the case of Subordinated Notes and Hybrid

Tier I Notes, only with the prior approval of the RBI subject to the

fulfilment of applicable conditions) and/or (except in the case of

Subordinated Notes and Hybrid Tier I Notes) the Noteholders

upon giving notice to the Noteholders or the Issuer, as the case

may be, on a date or dates specified prior to such stated maturity

and at a price or prices and on such other terms as set forth in the

Terms and Conditions of the Notes or as may be agreed between

the Issuer and the relevant Dealer.

The applicable Pricing Supplement may provide that Notes may

be redeemable in two or more instalments of such amounts and on

such dates as are indicated in the applicable Pricing Supplement.

Notes having a maturity of less than one year are/may be subject

to restrictions on their denomination and distribution (see “–

Certain Restrictions – Notes having a maturity of less than one

year” above).

Denomination of Notes . . . . . . . . . . Notes will be issued in such denominations as may be agreed

between the Issuer and the relevant Dealer save that the minimum

denomination of each Note will be such as may be allowed or

required from time to time by the relevant central bank (or

equivalent body) or any laws or regulations applicable to the

relevant Specified Currency (see “– Certain Restrictions – Notes

having maturity of less than one year” above).

Taxation . . . . . . . . . . . . . . . . . . . . . . . All payments in respect of the Notes will be made without

deduction for or on account of withholding taxes imposed by any

Tax Jurisdiction (as defined in Condition 7.2), subject as provided

in Condition 7. In the event that any such deduction is made, the

Issuer will, save in certain limited circumstances provided in

Condition 7, be required to pay additional amounts to cover the

amounts so deducted.

— 8 —

Negative Pledge . . . . . . . . . . . . . . . . The terms of the Notes (other than Subordinated Notes and

Hybrid Tier I Notes) will contain a negative pledge provision as

further described in Condition 3.

Cross Default . . . . . . . . . . . . . . . . . . . The terms of the Notes (other than Subordinated Notes and

Hybrid Tier I Notes) will contain a cross default provision as

further described in Condition 9.

Status of the Senior Notes . . . . . . . . The Senior Notes will consti tute direct , uncondit ional ,

unsubordinated and, subject to the provisions of Condition 3,

unsecured obligations of the Issuer and will rank pari passu

among themselves and (save for certain obligations required to be

preferred by law) equally with all other unsecured obligations

(other than subordinated obligations, if any) of the Issuer, from

time to time outstanding.

Status, Events of Default and other

Terms of or relating to the

Subordinated Notes . . . . . . . . . . . . .

Subordinated Notes will be Upper Tier II Subordinated Notes or

Lower Tier II Subordinated Notes, as indicated in the applicable

Pricing Supplement. The status of the Subordinated Notes and

events of default applicable to the Subordinated Notes are set out

in Conditions 2.2 and 9.2, respectively. Subordinated Notes do

not have the benefit of a negative pledge or cross default

provision.

Status, Events of Default and other

Terms of or relating to Hybrid Tier

I Notes . . . . . . . . . . . . . . . . . . . . . . . .

The status of the Hybrid Tier I Notes and events of default

applicable to the Hybrid Tier I Notes are set out in Conditions 2.3

and 9.2, respectively. Hybrid Tier I Notes do not have the benefit

of a negative pledge or cross default provision.

Limited Right of Acceleration in

respect of Subordinated Notes and

Hybrid Tier I Notes . . . . . . . . . . . . .

If a default is made in the payment of any principal or interest due

on the Subordinated Notes or the Hybrid Tier I Notes or any of

them on the due date and, in the case of interest, such default

continues for a period of fourteen days, the Trustee may institute

proceedings against the Issuer, including winding up

proceedings, but may take no other action in respect of such

default.

The Trustee may only accelerate the Subordinated Notes or the

Hybrid Tier I Notes in the circumstances set out in Condition

9.2(b).

— 9 —

Neither the Terms and Conditions of the Subordinated Notesand/or the Hybrid Tier I Notes nor the Trust Deed (as definedunder “Terms and Conditions of the Notes”) will contain anyprovision whereby the Subordinated Notes and/or the HybridTier I Notes will become due and payable upon a default in thepayment of principal of or interest on the Subordinated Notesand/or the Hybrid Tier I Notes or on the non-performance ofany covenant of the Issuer or upon the happening of any eventother than the events set forth in Condition 9.2(b);principally, the winding up or liquidation of the Issuer.

Listing . . . . . . . . . . . . . . . . . . . . . . . . Application has been made to admit the Notes issued under the

Programme for the period of 12 months from the date of the

Offering Circular to the London Official List and to admit the

Notes to trading on the PSM. The Notes may be unlisted or may

be listed on such other or further stock exchanges or regulated or

unregulated markets, as may be agreed between the Issuer, the

Trustee and the relevant Dealer(s) in relation to each Tranche. The

Pricing Supplement relating to each Tranche of the Notes will

state whether or not the Notes are to be listed and/or admitted to

trading and, if so, on which stock exchange(s) and/or markets.

Additionally, application has been made for the listing and

quotation of Notes that may be issued pursuant to the Programme

and which are agreed at or prior to the time of issue thereof to be

so listed on the SGX-ST. Such permission will be granted when

such Notes have been admitted to the Singapore Official List. The

Notes may also be listed on such other or further stock

exchange(s) as may be agreed between the Issuer and the relevant

Dealer in relation to each Series. If the application to the SGX-ST

to list a particular series of Notes is approved, such Notes listed

on the SGX-ST will be traded on the SGX-ST in a minimum board

lot size of at least S$200,000 (or equivalent).

Unlisted Notes may also be issued. The applicable Pricing

Supplement will state whether or not the relevant Notes are to be

listed and, if so, on which stock exchange(s).

Use of Proceeds . . . . . . . . . . . . . . . . The net proceeds from each issue of Notes shall be utilised by the

Issuer for its overseas operations or such other activities as are

permitted under applicable laws in India. If, in respect of any

particular issue of Notes, there is a particular identified use of

proceeds, this will be stated in the applicable Pricing Supplement.

— 10 —

Rating . . . . . . . . . . . . . . . . . . . . . . . . . The rating of certain Series of Notes to be issued under the

Programme may be specified in the applicable Pricing

Supplement.

Governing Law . . . . . . . . . . . . . . . . . The Notes and any non-contractual obligations arising out of or in

connection with the Notes will be governed by, and shall be

construed in accordance with, English law except that Clause

2(G) of the Trust Deed, in the case of Subordinated Notes,

Condition 2.2 and, in the case of Hybrid Tier I Notes, Condition

2.3 will be governed by Indian law.

Clearing System . . . . . . . . . . . . . . . . Euroclear, Clearstream, Luxembourg, DTC and/or any other

clearing system, as specified in the applicable Pricing

Supplement (see “Form of the Notes”).

Terms and Conditions . . . . . . . . . . . . Pricing Supplements will be prepared in respect of each Tranche

of the Notes. A copy of each Pricing Supplement will, in the case

of Notes to be admitted to the London Official List and to be

admitted to trading on the PSM, be delivered to Listing

Applications at the UK Listing Authority and to the London Stock

Exchange on or before the closing date of such Notes. The terms

and conditions applicable to each Tranche will be those set out

herein under “Terms and Conditions of the Notes” as

supplemented, modified or replaced by the Pricing Supplement.

Selling Restrictions . . . . . . . . . . . . . There are restrictions on the offer, sale and transfer of the Notes

in the United States, Canada, the European Economic Area

(including the Sweden, Norway, Denmark, United Kingdom and

the Netherlands), Japan, India, Hong Kong, Singapore, UAE and

DIFC and such other restrictions as may be required in connection

with the offering and sale of a particular Tranche of Notes (see

“Subscription and Sale”).

United States Selling Restrictions . . . Regulation S, Category 1 and Rule 144A, TEFRA C or D (or any

successor U.S. Treasury regulation section, including without

limitation, successor regulations issued in accordance with IRS

Notice 2012-20 or otherwise in connection with the United States

Hiring Incentives to Restore Employment Act of 2010)/TEFRA

not applicable as specified in the applicable Pricing Supplement.

— 11 —

FORM OF THE NOTES

The Notes of each Series will be in either bearer form, with or without interest coupons (Coupons)

attached, or registered form, without Coupons attached. Bearer Notes will be issued outside the U.S. in

reliance on Regulation S, and Registered Notes will be issued both outside the U.S. in reliance on the

exemption from registration provided by Regulation S and within the United States in reliance on Rule

144A or otherwise in a private transaction that is exempt from the registration requirements of the

Securities Act.

Bearer Notes

Each Tranche of Bearer Notes will initially be represented by either a temporary bearer global note

(a Temporary Bearer Global Note) or a permanent bearer global note (a Permanent Bearer Global

Note and, together with a Temporary Bearer Global Note, the Bearer Global Notes, and each a Bearer

Global Note) as indicated in the applicable Pricing Supplement, which, in either case, will be delivered

on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary)

for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg).

Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal,

interest (if any) and any other amount payable in respect of the Bearer Notes due prior to the Exchange

Date (as defined below) will be made against presentation of the Temporary Bearer Global Note only to

the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests

in the Temporary Bearer Global Note are not U.S. persons or persons who have purchased for resale to

any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or

Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like

certification (based on the certifications it has received) to the Principal Paying Agent.

On and after the date (the Exchange Date) which, for each Tranche in respect of which a Temporary

Bearer Global Note is issued, is 40 days after the date on which the Temporary Bearer Global Note is

issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a

request as described therein either for (i) interests in a Permanent Bearer Global Note of the same Series

or (ii) definitive Notes of the same Series with, where applicable, receipts, Coupons and talons attached

(as indicated in the applicable Pricing Supplement and subject, in the case of definitive Notes, to such

notice period as is specified in the applicable Pricing Supplement), in each case against certification of

beneficial ownership as described above, unless such certification has already been given, provided that

purchasers in the United States and certain U.S. persons will not be able to receive definite Bearer Notes.

The holder of a Temporary Bearer Global Note will not be entitled to collect any payment of interest,

principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of

the Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for definitive

Bearer Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Note

will be made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as

the case may be) of the Permanent Bearer Global Note without any requirement for certification.

— 12 —

The applicable Pricing Supplement will specify that a Permanent Bearer Global Note will beexchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable,receipts, Coupons and talons attached upon either (i) not less than 60 days’ written notice given at anytime from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of aninterest in such Permanent Bearer Global Note) to the Principal Paying Agent as described therein or (ii)only upon the occurrence of an Exchange Event.

For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition9.1) has occurred and is continuing, or (ii) the Issuer has been notified that both Euroclear andClearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than byreason of holiday, statutory or otherwise) or have announced an intention permanently to cease businessor have in fact done so and, in any case, no successor or alternative clearing system satisfactory to theTrustee is available, or (iii) the Issuer has or will become subject to adverse tax consequences whichwould not be suffered were the Notes represented by the Permanent Bearer Global Note in definitive formand a certificate to such effect from an authorised officer of the Issuer has been given to the Trustee. TheIssuer will promptly give notice to the Noteholders in accordance with Condition 13 if an Exchange Eventoccurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourgor the Common Depositary on their behalf (acting on the instructions of any holder of an interest in suchPermanent Bearer Global Note) or the Trustee may give notice to the Principal Paying Agent requestingexchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuermay also give notice to the Principal Paying Agent requesting exchange. Any such exchange shall occurnot later than 45 days after the date of receipt of the first relevant notice by the Principal Paying Agent.

The exchange of a Permanent Bearer Global Note for definitive Bearer Notes upon notice fromEuroclear and/or Clearstream (acting on the instructions of any holder) or at any time at the request of theIssuer should not be expressed to be applicable in the applicable Pricing Supplement if the Bearer Notesare issued with a minimum Specified Denomination such as €100,000 (or its equivalent in anothercurrency) plus one or more higher integral multiples of another smaller amount such as €1,000 (or itsequivalent in another currency). Furthermore, such Specified Denomination construction is not permittedin relation to any issue of Bearer Notes which is to be represented on issue by a Temporary Bearer GlobalNote exchangeable for definitive Notes.

The following legend will appear on all Bearer Notes (other than Temporary Global Notes), receiptsand interest coupons relating to such Notes where TEFRA D is specified in the applicable PricingSupplement:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.”

The sections referred to provide that United States holders, with certain exceptions, will not beentitled to deduct any loss on Bearer Notes, receipts or Coupons and will not be entitled to capital gainstreatment of any gain on any sale, disposition, redemption or payment of principal in respect of suchBearer Notes, receipts or Coupons.

Notes which are represented by a Bearer Global Note will only be transferable in accordance withthe rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

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Registered Notes

The Registered Notes of each Tranche offered and sold in reliance on Regulation S, which will besold outside the United States, will initially be represented by a global note in registered form (aRegulation S Global Note).

The Registered Notes of each Tranche offered and sold in the United States may only be offered andsold in private transactions to “qualified institutional buyers” within the meaning of Rule 144A (QIBs).The Registered Notes of each Tranche sold to QIBs will be represented by a global note in registered form(a Rule 144A Global Note and, together with a Regulation S Global Note, the Registered Global Notes,and each a Registered Global Note).

Registered Global Notes will either (i) be deposited with a custodian for, and registered in the nameof a nominee of, The Depository Trust Company (DTC), or (ii) be deposited with the CommonDepositary for Euroclear and Clearstream, Luxembourg, and registered in the name of a commonnominee of Euroclear and Clearstream, Luxembourg, as specified in the applicable Pricing Supplement.Persons holding beneficial interests in Registered Global Notes will be entitled or required, as the casemay be, under the circumstances described below, to receive physical delivery of definitive Notes in fullyregistered form.

Payments of principal, interest and any other amount in respect of the Registered Global Notes will,in the absence of provision to the contrary, be made to the person shown on the Register (as defined inCondition 6.4) as the registered holder of the Registered Global Notes. None of the Issuer, any PayingAgent, the Trustee or the Registrar will have any responsibility or liability for any aspect of the recordsrelating to or payments or deliveries made on account of beneficial ownership interests in the RegisteredGlobal Notes or for maintaining, supervising or reviewing any records relating to such beneficialownership interests.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitiveform will, in the absence of provision to the contrary, be made to the persons shown on the Register on therelevant Record Date (as defined in Condition 5.4) immediately preceding the due date for payment in themanner provided in that Condition.

Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part,for definitive Registered Notes without receipts, Coupons or talons attached only upon the occurrence ofan Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default has occurredand is continuing, (ii) in the case of Notes registered in the name of a nominee for DTC, either DTC hasnotified the Issuer that it is unwilling or unable to continue to act as depository for the Notes and nosuccessor or alternative clearing system satisfactory to the Trustee is available or DTC has ceased toconstitute a clearing agency registered under the Exchange Act and no alternative clearing system isavailable, (iii) in the case of Notes registered in the name of a nominee for a Common Depositary forEuroclear and Clearstream, Luxembourg, the Issuer has been notified that both Euroclear andClearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than byreason of holiday, statutory or otherwise) or have announced an intention permanently to cease businessor have in fact done so and, in any such case, no successor or alternative clearing system satisfactory tothe Trustee is available, or (iv) the Issuer has or will become subject to adverse tax consequences whichwould not be suffered were the Notes represented by the Registered Global Note in definitive form and acertificate to that effect from an authorised officer of the Issuer is given to the Trustee. The Issuer will

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promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the

event of the occurrence of an Exchange Event, DTC, Euroclear and/or Clearstream, Luxembourg or any

person acting on their behalf (acting on the instructions of any holder of an interest in such Registered

Global Note) or the Trustee may give notice to the Registrar requesting exchange and, in the event of the

occurrence of an Exchange Event as described in (iv) above, the Issuer may also give notice to the

Registrar requesting exchange. Any such exchange shall occur not later than 10 days after the date of

receipt of the first relevant notice by the Registrar.

Transfer of Interests

Interests in a Registered Global Note may, subject to compliance with all applicable restrictions, betransferred to a person who wishes to hold such interest in another Registered Global Note. No beneficialowner of an interest in a Registered Global Note will be able to transfer such interest, except inaccordance with the applicable procedures of DTC, Euroclear and Clearstream, Luxembourg, in eachcase to the extent applicable. Registered Notes are also subject to the restrictions on transfer set forththerein and will bear a legend regarding such restrictions, see “Transfer Restrictions”.

General

Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), thePrincipal Paying Agent shall arrange that, where a further Tranche of Notes is issued which is intended toform a single Series with an existing Tranche of Notes, at a point after the Issue Date of the furtherTranche the Notes of such further Tranche shall be assigned a common code and ISIN and, whereapplicable, a CUSIP and CINS number which are different from the common code, ISIN, CUSIP andCINS assigned to Notes of any other Tranche of the same Series until such time as the Tranches areconsolidated and form a single Series, which shall not be prior to the expiry of the distributioncompliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of suchTranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, whenever thecontext so permits, be deemed to include a reference to any additional or alternative clearing systemspecified in the applicable Pricing Supplement or otherwise approved by the Issuer, the Trustee and thePrincipal Paying Agent.

No Noteholder, Receiptholder or Couponholder (as defined below) shall be entitled to proceeddirectly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within areasonable period and the failure shall be continuing.

The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by theTerms and Conditions of the Notes herein, in which event a new Offering Circular or a supplement to theOffering Circular, if appropriate, will be made available which will describe the effect of the agreementreached in relation to such Notes.

If the applicable Pricing Supplement specifies any modification to the Terms and Conditions of theNotes as described herein, it is envisaged that, to the extent that such modification relates only toConditions 1, 4, 5, 6 (except Condition 6.2), 10, 11, 12, 13 (insofar as such Notes are not listed oradmitted to trade on any stock exchange) or 16, they will not necessitate the preparation of a supplementto this Offering Circular. If the Terms and Conditions of the Notes of any Series are to be modified in anyother respect, a supplement to this Offering Circular will be prepared, if appropriate.

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FORM OF APPLICABLE NOTE PRICING SUPPLEMENT

Set out below is the form of Pricing Supplement which will be completed for each Tranche of Notesissued under the Programme.

Any Exempt Notes, if listed, will not be listed on the London Stock Exchange. The form of PricingSupplement applicable to Exempt Notes can be found under “Form of Applicable Exempt Note PricingSupplement”.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FORTHE ISSUE OF NOTES DESCRIBED BELOW.

[Date]

Axis Bank Limitedacting through its [Singapore/Hong Kong/Dubai International Financial Centre/specify other

foreign branch] Branch

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the U.S.$5,000,000,000Medium Global Term Note Programme

PART A – CONTRACTUAL TERMS

Any person making or intending to make an offer of the Notes may only do so in circumstances inwhich no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of theProspectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, ineach case, in relation to such offer. Any offer of these Notes will not be listed on the London StockExchange’s regulated market for purposes of Directive 2004/39/EC.

This document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forthin the Offering Circular dated 17 May 2016 [and the supplement[s] to it dated [ ] and [ ]] (theOffering Circular). This Pricing Supplement constitutes the final terms of the Notes and must be read inconjunction with such Offering Circular.

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (theConditions) set forth in the Offering Circular dated [original date] which are incorporated by referencein the Offering Circular dated [original date] [and the Supplement dated [date] and are attached hereto.This Pricing Supplement constitutes the final terms of the Notes and must be read in conjunction with theOffering Circular dated [current date].]

1. Issuer: Axis Bank Limited, acting through its [Singapore/Hong Kong/Dubai International FinancialCentre/specify other foreign branch] Branch

2. (a) Series Number:(b) Tranche Number:

[ ][ ]

3. Specified Currency or Currencies: [ ]

— 16 —

4. Aggregate Nominal Amount:(a) Series: [ ](b) Tranche: [ ](c) Date on which the Notes will be

consolidated and form a singleSeries:

The Notes will be consolidated and form a singleSeries with [identify earlier Tranches] on [the IssueDate/exchange of the Temporary Global Note forinterests in the Permanent Global Note, as referred toin paragraph [ ] below, which is expected to occuron or about [date] [Not Applicable]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount[plus accrued interest from [insert date] (ifapplicable)]

6. (a) Specified Denominations:(in the case of Registered Notes thismeans the minimum integral amount inwhich transfers can be made)

[ ]

(b) Calculation Amount (in relation tocalculation of interest in globalform, see Conditions):

[ ]

7. (a) Issue Date [ ](b) Interest Commencement Date: [specify/Issue Date/Not Applicable]

8. Maturity Date: Specify date/ or for Floating Rate Notes – InterestPayment Date falling in or nearest to [specify monthand year]

9. Interest Basis: [[ ] per cent. Fixed Rate][specify Reference Rate] +/-[●] per cent. FloatingRate][Zero Coupon][specify other](further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par][Instalment][specify other]

11. Change of Interest Basis orRedemption/Payment Basis:

[Applicable/Not Applicable]

12. Put/Call Options: [Investor Put]

[Change of Control Put][Issuer Call][(further particulars specified below)]

13. Status of the Notes: [Senior/Subordinated]

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14. (a) Date of Board approval for issuanceof Notes obtained:

[ ] [and [ ], respectively]/[None required]

(b) Date of regulatory approval/consent for issuance of Notesobtained:

[ ]/[None required]

15. Listing: [Singapore/London/specify other/None]

16. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17. Fixed Rate Note Provisions: [Applicable/Not Applicable](a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on each

Interest Payment Date](b) Interest Payment Date(s): [ ] in each year up to and including the Maturity

Date(c) Fixed Coupon Amount(s)

for Notes in definitive form (and inrelation to Notes in Global form,see Conditions:

[ ] per Calculation Amount

(d) Broken Amount(s)for Notes in definitive form (and inrelation to Notes in Global form,see Conditions:

[[ ] per Calculation Amount, payable on theInterest Payment Date falling [in/on] [ ]] [Notapplicable]

(e) Day Count Fraction: [Actual/Actual (ICMA)] [30/360][Actual/365(Fixed)] or [specify other]

(f) Determination Date(s): [[ ] in each year] [Not Applicable](g) Other terms relating to the method

of calculating interest for FixedRate Notes:

[None/Give details]

18. Floating Rate Note Provisions: [Applicable/Not Applicable](a) Specified Period(s)/Specified

Interest Payment Dates:[ ]

(b) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/ Preceding Business DayConvention/[specify other]][Not applicable]

(c) Additional Business Centre(s): [ ](d) Manner in which the Rates of

Interest and Interest Amount are tobe determined:

[Screen Rate Determination/ISDADetermination/specify other]

(e) Party responsible for calculatingthe Rate of Interest and InterestAmount (if not the PrincipalPaying Agent):

[ ]

— 18 —

(f) Screen Rate Determination: Reference Rate: [ ] month(i) Reference Rate: [ ] month

[LIBOR/EURIBOR/specify other Reference Rate](Either LIBOR, EURIBOR or other, althoughadditional information is required if other, includingfallback provisions in the Agency Agreement)

(ii) Interest DeterminationDate(s):

[ ](Second London business day prior to the start of eachInterest Period if LIBOR (other than Sterling or euroLIBOR), first day of each Interest Period if SterlingLIBOR and the second day on which the TARGET2System is open prior to the start of each InterestPeriod if EURIBOR or euro LIBOR)

(iii) Relevant Screen Page: [ ](g) ISDA Determination:

(i) Floating Rate Option: [ ](ii) Designated Maturity: [ ](iii) Reset Date: [ ]

(h) Margin(s): [+/-] [ ] per cent. per annum(i) Minimum Rate of Interest: [ ] per cent. per annum(j) Maximum Rate of Interest: [ ] per cent. per annum(k) Day Count Fraction: [Actual/Actual (ISDA)]

[Actual/Actual][Actual/365 (Fixed)][Actual/365 (Sterling)][Actual/360][30/360, 360/360 or Bond Basis][30E/360 or Eurobond Basis][30E/360 (ISDA)][Other]

(l) Fall back provisions, roundingprovisions and any other termsrelating to the method ofcalculating interest on FloatingRate Notes, if different from thoseset out in the Conditions:

[ ]

19. Zero Coupon Note Provisions: [Applicable/Not Applicable](a) Accrual Yield: [ ] per cent. per annum(b) Reference Price: [ ](c) Any other formula/basis of

determining amount payable:[ ]

(d) Day Count Fraction in relationto Early Redemption Amountsand late payment:

[Conditions 6.6(b) and 6.11 apply/specify other](Consider applicable day count fraction if not U.S.dollar-denominated)

20. Index Linked Interest Note Provisions: Not Applicable

21. Dual Currency Interest Note Provisions: Not Applicable

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PROVISIONS RELATING TO REDEMPTION

22. Issuer Call: [Applicable/Not Applicable](a) Optional Redemption Date(s): [ ](b) Optional Redemption Amount and

method, if any, of calculation ofsuch amount(s):

[[ ] per Calculation Amount/specify other/seeAppendix]

(c) If redeemable in part:(i) Minimum Redemption

Amount:[ ]

(ii) Maximum RedemptionAmount:

[ ]

(d) Notice period (if other than as setout in the Conditions):

[ ][ ]

23. Investor Put: [Applicable/Not Applicable](a) Optional Redemption Date(s): [ ](b) Optional Redemption Amount and

method, if any, of calculation ofsuch amount(s):

[[ ] per Calculation Amount/specify other/seeAppendix]

(c) Notice period (if other than as setout in the Conditions):

[ ][ ]

24. Final Redemption Amount: [[ ] per Calculation Amount/specify other/seeAppendix]

25. Early Redemption Amount payable onredemption for taxation or (whereapplicable) regulatory reasons or onevent of default and/or the method ofcalculating the same (if required or ifdifferent from that set out in Condition6.6):

[[ ] per Calculation Amount/specify other/seeAppendix]

26. Regulatory Redemption Amo