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Axis Bank Limited (Incorporated in the Republic of India with Limited Liability Under the Indian Companies Act, 1956 with Registration No

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Axis Bank Limited (Incorporated in the Republic of India with Limited Liability Under the Indian Companies Act, 1956 with Registration No Axis Bank Limited (incorporated in the Republic of India with limited liability under the Indian Companies Act, 1956 with Registration No. 04-20769) 5,055,500 Global Depositary Receipts each representing one Equity Share Offer Price: U.S.$18.90 per Global Depositary Receipt These listing particulars (the “Listing Particulars”) relate to an offering (the “Offering”) of 5,055,500 equity shares of par value Rs. 10 per equity share of Axis Bank Limited (the “Bank”) in the form of Global Depositary Receipts each representing one equity share (the “GDRs”, which term includes the Rule 144A GDRs and the Regulation S GDRs, each as defined below). The Offering comprises an offering of GDRs in the United States (the “Rule l44A GDRs”) only to qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule l44A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and an offering of GDRs outside the United States (the “Regulation S GDRs”) in reliance on Regulation S (“Regulation S”) under the Securities Act. The Bank may withdraw the Offering at any time, and the Bank and the Lead Managers (as defined below) reserve the right to reject any offer to purchase the GDRs, in whole or in part, and to sell to any prospective investor less than the full amount of the GDRs sought by such investor. The GDRs will be issued in global form. The Rule 144A GDRs will be evidenced by a Temporary Master Rule 144A GDR (the “Temporary Master Rule 144A GDR”), in registered form, which will be deposited on or about the Closing Date (as defined below) with a custodian for, and registered in the name of Cede & Co. as a nominee of, The Depository Trust Company of New York (“DTC”) and the Regulation S GDRs will be evidenced by a Temporary Master Regulation S GDR (the “Temporary Master Regulation S GDR”, and together with the Temporary Master Rule 144A GDR, the “Temporary Master GDRs”), in registered form, which will be deposited on or about the Closing Date with, and registered in the name of a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”). Interests in the Temporary Master Regulation S GDR will be exchanged on the day which is the later of (i) the expiration of the 40 day period beginning on the latest of the commencement of the GDRs offering, the original issue date of the GDRs and the latest issue date with respect to additional GDRs (if any) issued pursuant to over allotments (the “Distribution Compliance Period”), and (ii) the date on which the underlying equity shares are listed on the BSE and the NSE (each as defined below), for interests in the existing Master Regulation S GDR issued on or about 21 March 2005. The Temporary Master Rule 144A GDR, the existing Master Rule 144A GDR issued on or about 21 March 2005 (together with the existing Master Regulation S GDR issued on or about 31 March 2005, the “Existing GDRs”), the Temporary Master Regulation S GDR and the Master Regulation S GDR are referred to collectively herein as the “Master GDRs”. Interests in the Master GDRs will be exchangeable for GDRs in definitive form in accordance with the provisions set out in “Summary of Provisions Relating to GDRs in Master Form”. Payment for the GDRs will be required on the Closing Date, which is expected to be 24 September 2009 (the “Closing Date”). The Rule 144A GDRs and the Regulation S GDRs will be issued pursuant to an amended and restated deposit agreement to be dated on or about 24 September 2009 (the “Deposit Agreement”) by and between the Bank and The Bank of New York Mellon, as depositary (the “Depositary”). Simultaneously with the Offering, the Bank is conducting (i) an offering of 33,044,500 equity shares to be issued to “qualified institutional buyers” (as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2009 (the “SEBI Regulations”)), pursuant to Chapter VIII of the SEBI Regulations, (the “QIP Offering”), and (ii) a preferential allotment of up to 4,902,257 equity shares to the Bank’s Promoters (as such term is defined herein) (the “Preferential Allotment”). Application has been made to the United Kingdom Financial Services Authority (“FSA”) in its capacity as competent authority (the “UK Listing Authority”) under the Financial Services and Markets Act 2000 (the “FSMA”) for the GDRs to be admitted to the Official list of the UK Listing Authority (the “Official List”) and application has been made to the London Stock Exchange plc (the “London Stock Exchange”) to admit the Regulation S GDRs and Rule 144A GDRs to trading under the symbols “AXBD” and “AXBE” respectively on its Professional Securities Market (“PSM”) through its International Order Book (the “IOB”). The PSM is an unregulated market for the purposes of Directive 2004/39/EC, the Markets in Financial Instruments Directives. It is expected that admission to listing and to trading on the PSM will become effective and that unconditional dealings in the GDRs through the IOB will commence on 28 September 2009. However, there can be no assurance that the applications to the UK Listing Authority and to the London Stock Exchange will be approved. The Bank has undertaken to apply to have the equity shares approved for listing on the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”). The closing price of the Bank’s equity shares on the NSE and the BSE on 16 September 2009 was Rs. 907.65 and Rs. 907.35 respectively. While the beneficial interests in the GDRs are represented by the Temporary Master GDRs, such GDRs will be listed on the Official List as separate securities from the Existing GDRs, and will not be fungible with such Existing GDRs. When such beneficial interests are converted to beneficial interests in the Master GDRs as described herein, such GDRs will be listed as the same security as the Existing GDRs on the Official List and will be fungible with the Existing GDRs. Investment in the GDRs involves risks. See “Risk Factors” beginning on page 9. The GDRs are of a specialist nature and should normally only be bought and traded by investors who are knowledgeable in investment matters. A copy of this document will be delivered to the Registrar of Companies at Ahmedabad, the Reserve Bank of India (the “RBI”), the BSE, the NSE and the Securities and Exchange Board of India (“SEBI”) for record purposes only. The Bank has not registered the GDRs under the Securities Act. The Lead Managers are offering the GDRs only to QIBs under Rule 144A and to persons outside the United States under Regulation S. See “Transfer Restrictions” and “Subscription and Sale” for information about transfer restrictions and eligible offerees. Offerees are also subject to restrictions imposed by the RBI. See “Supervision and Regulation” for information about restrictions imposed by the RBI. Lead Managers and Joint Bookrunners JP Morgan Deutsche Bank Goldman Sachs International The date of these Listing Particulars is 22 September 2009 These Listing Particulars are issued in compliance with the listing rules of the FSA (the “Listing Rules”) made under section 73A of the FSMA by the UK Listing Authority. This document comprises Listing Particulars for the purposes of section 79(2) of the FSMA. The Bank accepts responsibility for the information contained in this document. The Bank declares that, having taken all reasonable care to ensure that such is the case, the information contained in these Listing Particulars is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Without limiting in any way the Bank’s responsibility as outlined in the previous paragraph, the Bank, having made all reasonable enquiries, confirms that these Listing Particulars contain all information with respect to the Bank and the GDRs, which is material in the context of the issue and Offering of the GDRs, the statements contained in these Listing Particulars relating to the Bank are in every material particular true and accurate and not misleading, the opinions, expectations and intentions expressed in these Listing Particulars with regard to the Bank are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions. There are no other facts in relation to the Bank or the GDRs, the omission of which would, in the context of the issue and Offering of the GDRs, make any statement in these Listing Particulars misleading in any material respect and all reasonable enquiries have been made by the Bank to ascertain such facts and to verify the accuracy of all such information and statements and that these Listing Particulars do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements, in the light of the circumstances under which they are made, not misleading. No person is authorised to give any information or to make any representation in connection with the Offering or sale of the GDRs other than as contained in these Listing Particulars and, if given or made, such information or representation must not be relied upon as having been authorised by the Bank or any of the Lead Managers. Interested investors should therefore rely only upon the information contained and the statements made herein. The delivery of these Listing Particulars does not imply that the information herein is correct at any time subsequent to its date.
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