To the Members,

KOTAK MAHINDRA BANK LIMITED
Your Directors have pleasure in presenting the Fortieth Annual Report
of Kotak Mahindra Bank Limited ("Bank") together with the audited Financial
Statements for the financial year ("FY") ended 31st March, 2025. 

FINANCIAL HIGHLIGHTS
(A) CONSOLIDATED*

  

    

    
FY 2024-25
    
FY 2023-24^
  
  

    
Total Income
    
106,902.24
    
94,273.91
  
  

    
Total expenditure, excluding provisions and contingencies
    
74,053.97
    
68,438.06
  
  

    
Operating Profit
    
32,848.27
    
25,835.85
  
  

    
Provisions and contingencies, excluding provision for tax
    
3,859.24
    
1,972.47
  
  

    
Profit Before Tax$
    
28,989.03
    
23,863.38
  
  

    
Provision for Taxes
    
7,043.29
    
5,886.55
  
  

    
Profit After Tax
    
21,945.74
    
17,976.83
  
  

    
Add: Share in Profit of Associates
    
180.25
    
236.38
  
  

    
Consolidated Profit for the Group
    
22,125.99
    
18,213.21
  
  

    
Earnings per share:
    

    

  
  

    
Basic (H)
    
111.29
    
91.45
  
  

    
Diluted (H)
    
111.29
    
91.45
  


Notes:
* The Financial Statements of the Indian subsidiaries (excluding
insurance companies) and associates are prepared as per the Indian Accounting Standards in
accordance with the Companies (Indian Accounting Standards) Rules, 2015. The Financial
Statements of the subsidiaries and associates used for preparation of the consolidated
financial statement are in accordance with the Generally Accepted Accounting Principles in
India ("GAAP") specified under Section 133 and relevant provisions of the
Companies Act, 2013 ("Act").
^ Previous year amounts have been re-classified for consistency with
the current year presentation, wherever necessary.
$ On 18th June, 2024, the Bank has completed the divestment of
70% stake (through a combination of fresh growth capital and share sale) in Kotak Mahindra
General Insurance Company Limited ("KGI"), its subsidiary, to Zurich Insurance
Company Limited ("Zurich"). The Bank sold 553,181,595 equity shares of KGI for a
consideration of RS. 4,095.82 crore resulting in net gain from such sale of RS.
3,803.40 crore (pre-tax), considering the carrying value of investment in consolidated
financials. Consequent to this sale, KGI ceased to be a subsidiary of the Bank and became
an associate, with effect from 18th June, 2024. The Bank continues to hold the remaining
30% of the share capital of Zurich Kotak General Insurance Company (India) Limited
(Formerly known as Kotak Mahindra General Insurance Company Limited), as at 31st
March, 2025. 

(B) STANDALONE

  

    

    
FY 2024-25
    
FY 2023-24^
  
  

    
Total Income
    
67,880.86
    
56,072.01
  
  

    
Total expenditure, excluding provisions and contingencies
    
43,354.39
    
36,484.56
  
  

    
Operating Profit
    
24,526.47
    
19,587.45
  
  

    
Provisions and contingencies, excluding provision for tax
    
2,942.36
    
1,573.73
  
  

    
Profit Before Tax*
    
21,584.11
    
18,013.72
  
  

    
Provision for Taxes
    
5,134.03
    
4,232.14
  
  

    
Profit After Tax
    
16,450.08
    
13,781.58
  
  

    
Add: Surplus brought forward from the previous year
    
45,103.02
    
37,760.09
  
  

    
Amount available for appropriation
    
61,553.10
    
51,541.67
  
  

    
Less: Appropriations
    

    

  
  

    
Statutory Reserve under Section 17 of the Banking Regulation
    Act, 1949
    
4,112.52
    
3,445.40
  
  

    
Transfer to Capital Reserve
    
2,065.27
    
-
  
  

    
Transfer to Special Reserve
    
150.00
    
125.00
  
  

    
Transfer to Investment Reserve Account
    
-
    
831.63
  
  

    
Transfer to Investment Fluctuation Reserve Account
    
500.00
    
1,200.00
  
  

    
Transfer to Capital Redemption Reserve
    
-
    
500.00
  
  

    
Dividend paid **
    
397.62
    
336.62
  
  

    
Surplus carried to Balance Sheet
    
54,327.69
    
45,103.02
  


Notes:
* On 18th June, 2024, the Bank completed the divestment of 70%
stake (through a combination of fresh growth capital and share sale) in Kotak
Mahindra General Insurance Company Limited ("KGI"), its subsidiary, to Zurich
Insurance Company Limited ("Zurich"). The Bank sold 553,181,595 equity shares of
KGI for a consideration of RS. 4,095.82 crore, resulting in net gain from such sale
of RS. 3,519.90 crore (pre-tax), for the year ended 31st March, 2025. Consequent to
this sale, KGI ceased to be a subsidiary of the Bank and became an associate, with effect
from 18th June, 2024.

^ Previous year amounts have been re-classified for consistency with
the current year presentation, wherever necessary. 
**The Bank has complied with all criteria specified in the Reserve Bank
of India circular dated 4th May, 2005 on payment of dividend on equity shares and the
Board of Directors of the Bank has recommended a dividend of RS. 2.50 per equity
share (Face Value of RS. 5/-) for FY 2024-25 (previous year: RS. 2.00 per
equity share), from the profits for FY 2024-25. As per the requirements of revised AS 4
– ‘Contingencies and Events Occurring after the Balance Sheet Date?, the
dividend pay-out is appropriated from the amount available for appropriation in the year
of pay-out.

FINANCIAL PERFORMANCE
On a standalone basis, Profit After Tax ("PAT") of the Bank
was RS. 16,450.08 crore in FY 2024-25 compared to RS. 13,781.58 crore in FY 2023-24. Net
Interest Income ("NII") of the Bank for FY 2024-25 was RS. 28,341.78 crore as
against RS. 25,993.20 crore in FY 2023-24.
The consolidated PAT was RS. 22,125.99 crore in FY 2024-25 compared to
RS. 18,213.21 crore in FY 2023-24. Further, the Group had a Net Worth of RS. 157,395.08
crore as on 31st March, 2025 (RS. 129,892.40 crore as on 31st March, 2024). The book value
per equity share was RS. 791.64 as on 31st March, 2025 (RS. 653.41 as on 31st March,
2024).
Further details about the financial performance of your Bank are
available in the Management?s Discussion and Analysis Report, annexed to this Report.

CAPITAL
During the year, your Bank allotted 302,095 equity shares arising out
of the exercise of Employees Stock Options granted to the Eligible Employees of
your Bank and its subsidiaries.
After the allotment of the aforesaid equity shares, the total issued,
subscribed and paid-up share capital of your Bank as at 31st March, 2025 stood at RS.
9,941,114,965/- comprising 1,988,222,993 equity shares of RS. 5/- each.

DIVIDEND
The Board of Directors of your Bank have, at their meeting held on 3rd
May, 2025, recommended a dividend of RS. 2.50 per equity share for FY 2024-25. The
dividend, if approved by the members, would entail a pay out of approximately RS. 497.07
crore (Previous Year: RS. 397.59 crore), based on the capital as on 28th June, 2025. The
dividend would be paid to all the eligible equity shareholders, whose names would appear
in the Register of Members / List of Beneficial Owners on the Record Date fixed for this
purpose i.e. 18th July, 2025. 
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and as reviewed and adopted by
the Board of Directors of your Bank, is available on the Bank?s website viz., URL:
https://www.kotak.com/content/kotakcl/en/investor-relations/governance/policies.html

DEBENTURES AND BONDS
Your Bank has not issued any capital under Tier II / Infrastructure
Bond Issuance during FY 2024-25. 
As at 31st March, 2025, outstanding Infrastructure Bonds aggregated RS.
4,845 crore. All the Bonds have been issued on a private placement basis and are listed on
BSE Limited ("BSE") / National Stock Exchange of India Limited
("NSE"), as the case may be.

CAPITAL ADEQUACY RATIO
Your Bank has a Capital Adequacy Ratio of 22.25% as of 31st March, 2025
under Basel III, with Tier I Capital being 21.10% (of which, Common Equity Tier 1 Capital
is 21.10%).

CREDIT RATINGS
The details of all credit ratings obtained by your Bank for various
instruments, including debt instruments outstanding as on 31st March, 2025, are disclosed
in the Report on Corporate Governance, annexed to this Report.

DEPOSITS
Being a banking company, the disclosures required under Rule 8(5)(v)
and (vi) of the Companies (Accounts) Rules, 2014 read with Sections 73 and 74 of the Act
are not applicable to your Bank.

REMOVAL OF SUPERVISORY RESTRICTIONS - LETTER OF RESERVE BANK OF INDIA
DATED _TH FEBRUARY, _ _6
Your Bank had received an order dated 24th April, 2024
("Order") from RBI, directing the Bank to cease and desist, with effect from
24th April, 2024 from on-boarding new customers through the Bank?s online and mobile
banking channels and issuing fresh credit cards. The Order was based, inter alia,
on the deficiencies observed by RBI in the Information Technology (IT) Examinations of the
Bank, for the years 2022 and 2023.
RBI had, vide its letter dated 12th February, 2025, communicated its
decision to the Bank to lift the aforementioned restrictions placed on the Bank, having
satisfied itself of the remedial measures undertaken by the Bank to address the
supervisory concerns and the submission of compliances made to it (including the report of
the external Auditor).

OPERATIONS
CONSUMER BANKING
The Consumer Banking business serves a wide spectrum of customers
across domestic individuals and households, non-residents, small and medium sized business
segments for a range of products from Savings and Current Accounts to Term Deposits,
Credit Cards, Unsecured and Secured Loans, Working Capital, Digital Payments, Insurance
Protection and Investments.
Your Bank continues to focus on customer centricity and has built
propositions around this principle by leveraging digital capabilities. During FY 2024-25,
your Bank strategically organised the Consumer Bank into three core segments viz.,
Product, Distribution and Proposition. The Distribution segment engages customers
through three distinct channels viz., the branch network, digital and voice.

Aligning Distribution Architecture with customer personas
Your Bank?s physical branches are now designed with targeted
customer personas in mind. For instance, a branch located in a residential area addresses
different customer needs compared to one in a commercial hub. This persona-driven approach
is shaping all aspects of your Bank?s branch strategy, including branch staff skill
set requirements and capacity planning.
In FY 2024–25, your Bank not only enhanced its existing
applications but also launched the new Kotak Mobile Banking App to further elevate
customer experience. Each of your Bank?s digital apps is designed to deliver an
intuitive UI/UX, relevant functionalities and targeted propositions tailored to the needs
of diverse customer segments.
Your Bank?s Voice platform serves as a bridge between digital and
physical channels, supporting both customers and frontline teams. It offers a dedicated
hotline for customer assistance, while also enabling branch colleagues to access
information on products, processes and systems. This integrated support ensures seamless
resolution of inquiries, ultimately enhancing the overall customer experience.

Curated propositions through customer lens
Your Bank?s product strategy has evolved from a
‘one-size-fits-all? approach to one that is differentiated and segment-relevant.
This approach balances cost efficiency with customer value creation. A manifestation of
this approach is evident in the recent launch of Kotak Solitaire, your Bank?s new
proposition for the affluent customer segment. It harnesses the entire product suite to
deliver suitable financial solutions, exclusive credit lines and elite lifestyle
privileges.
Further, all the three channels work on deepening customer engagement
guided by defined personas right from the onboarding stage through co-origination of
products and continuing across the customer lifecycle, with personalised nudges and
targeted offers. By driving customer engagement using a customer 360 approach and by
integrating data analytics and leveraging data across operations, your Bank has
strengthened its risk underwriting and customer profiling.
To elevate customer service at your Bank?s branches, the focus has
been on two key areas viz., branch decongestion and optimising the time spent by your
Bank?s colleagues on operational tasks. Decongestion is achieved by redirecting
customer interactions to digital and voice channels, ensuring faster and more convenient
service. For customers who continue to visit branches, your Bank enhanced operational
efficiency through its Frontline Digitisation Initiatives. The key initiatives include
optimisation of transaction (NEFT, IMPS and IFT) processing times through Transaction
Authorisation System (TAS), reduction of batch processing time for daily branch reports
and introduction of an AI-powered bot.

Impact of the above strategies
Strengthening the liabilities franchise
Your Bank?s deposits grew by 11% in FY 2024–25, driven by a
strong 18% YoY growth in ActivMoney. The persona-based approach adopted by your Bank, has
played an enabling role in optimising the deposit mix, as reflected in the efficient
Current Account (CA) to Savings Account (SA) ratio and cost of funds.

Building momentum on assets while managing risk
Alongside strengthening liabilities, your Bank has maintained a
strategic focus in growing the Consumer Assets segment, which has enhanced portfolio
granularity and improved the overall yield. The Consumer Assets book grew 17% YoY despite
the RBI restriction on issuance of credit cards. Your Bank acquired a _ 3,330 crore
portfolio of personal loans from Standard Chartered Bank, India during the year.
Your Bank?s secured business, consisting of Home Loans and Loan
Against Property ("LAP") and Working Capital, registered growth of 19% each in
FY 2024-25 and the unsecured loans business, excluding credit cards, grew 24%, primarily
supported by the _ 3,330 crore personal loan acquisition (from Standard Chartered Bank,
India) during the year. Mortgages remain a key focus for deepening affluent customer
relationships and increasing wallet share. Your Bank has been a strong player in the LAP
market and continues to focus on this product by leveraging its strength in the
self-employed segment.
Your Bank has strengthened the Business Banking segment, reaffirming
its strong commitment to this segment. This secured business portfolio, primarily
comprising Small and Medium Enterprises ("SMEs"), continues to perform well
across industry segments and geographies. In this business, your Bank is able to serve the
customer for all their financial and non-financial needs.

Kotak811 - where Banking meets Technology
In FY 2024-25, Kotak811 integrated advanced technologies and data
analytics to enhance customer experiences and accelerate growth. The key highlights
are below:

Restarted Acquisition: Revamped its technology stack and
strengthened the guardrails by leveraging Artificial Intelligence ("AI")/ Machine
Learning ("ML") to deliver secure, frictionless and scalable customer
onboarding.

Enhanced the Kotak811 App: With minimalistic and unbiased design
that offers more than 100 features, Kotak811 App continues to be a top-ranking app on both
App store and Play store. It provides seamless digital journeys for sachet-sized cards,
loans, investment and protection plans, all accessible in 2-3 clicks. Notably, Kotak811 is
among the few banking apps that facilitates and rewards digital payments.

Optimising Physical Interaction: Supported by the hybrid platforms,
sales officers can now offer multiple services in the same interaction such as enrolling
for multiple financial products.

Strengthening Customer Service
Your Bank has strengthened its customer service and grievance redressal
systems through the deployment of Salesforce system, enabling service request automation
and transitioning from manual processes to API-driven executions. Supported by a dedicated
team (following the Kaizen principles), these enhancements led to a 28% YoY reduction in
net customer complaints.

COMMERCIAL BANKING
Your Bank?s Commercial Banking business focuses on meeting the
banking and financial needs of various segments, with specialised units offering financial
solutions in the areas of Commercial Vehicles ("CV"), Construction Equipment
("CE"), Tractor and Farm Equipment ("TFE"), SMEs operating in the
Agriculture Value Chain and Microcredit. The majority of customers to whom this business
caters, are from the semi-urban and rural area segment, forming a part of the
priority sector. This business plays a significant role in meeting the financial inclusion
goals by financing deep into ‘Bharat?.
During the year, the CV industry has de-grown by approximately 1%. Your
Bank has grown 2% in unit terms during the same period. The CE industry grew at a modest
rate of 2% during the year. Disbursements for your Bank grew around 6% YoY basis, thus
helping in gaining market share.
The slow market growth in CV and CE segments was primarily on account
of the implementation of election model code of conduct, heat wave and overall lower than
expected government spending. On the collection side, your Bank saw some deterioration due
to aforementioned factors. However, with risk analytics and credit policy interventions,
improvement was visible in Q4 FY 2024-25. The Tractor industry grew by approximately 7%
during the year, backed by near normal monsoon, government support and rising adoption of
mechanisation. Your Bank?s disbursement growth in the Tractor business was in line
with the industry growth, maintaining its leadership position. Priority Sector Lending
("PSL") book constitutes more than 90% of these loans, demonstrating your
Bank?s continued commitment towards making difference in the lives and livelihood of
farmers. This was aided by focus on new products / customer segments, deeper geographies
and productivity per employee through digital adoption for onboarding and collections. 
FY 2024-25 commenced on a stable footing with respect to Kharif and
Rabi crop output. Steady agriculture commodity prices for a reasonable time horizon, a
near normal monsoon and continued government policy thrust for value chain integration
across key sectors provided a steady backdrop for Agriculture credit flow and value-added
supply chain building. Agri Business Group (ABG), with a stable portfolio quality
continued to adopt a risk-calibrated focused New To Bank ("NTB") growth
strategy, with sharper customer segmentation, strategic distribution and differentiated
underwriting approaches to strengthen portfolio resilience.
FY 2024-25 was one of the most challenging years for the Microcredit
business. There was an increase in delinquency levels across the industry, mainly due to
over-leveraging by borrowers. The weak and erratic monsoons in FY 2023-24, heatwave in Q1
FY 2024-25, followed by floods in certain States, impacted rural household incomes,
leading to issues in repayment capacity of the borrowers. Your Bank had taken a cautious
stance with respect to disbursements and took several measures to improve collections and
on-board better quality customers. The credit costs have been higher for the Microcredit
business during the year. There has been some improvement in collection efficiency
witnessed during Q4 FY 2024-25, post the implementation of guardrails announced by
Self-Regulatory Organization (SRO). 
The gold loan industry in India experienced a healthy growth of over
56%, driven by factors such as increased gold prices and the need for quick,
collateral-based financing solution. Your Bank is now offering gold loans from over 480
branches i.e., from approximately 25% of its total branch network.
RBI guidelines on PSL require banks to lend 40% of their Adjusted Net
Bank Credit ("ANBC") to fund certain types of activities carried out by
specified borrowers. The shortfall in the amount required to be lent to the priority
sectors and weaker sections may be required to be deposited in funds with government
sponsored Indian development banks, such as the National Bank for Agriculture and Rural
Development, the Small Industries Development Bank of India, the National Housing Bank,
MUDRA Limited and other financial institutions, as decided by the RBI, from time to time.
As prescribed in the RBI guidelines, your Bank?s PSL achievement
is computed on a quarterly average basis. Total average PSL for FY 2024-25 was RS.
139,713.24 crore (FY 2023-24: RS. 121,619.65 crore), constituting 45.09% (FY 2023-24:
44.06%) of ANBC, against the requirement of 40% of ANBC.

WHOLESALE BANKING
Your Bank?s Wholesale Banking business caters to a wide range of
corporate customer segments, including major Indian corporates, conglomerates, financial
institutions, public sector undertakings, multinational companies, financial sponsors
(including private equity funds and foreign portfolio investors), new-age companies, SME
and realty businesses. It offers a comprehensive portfolio of products and services to
these customers, including working capital finance, medium-term finance, project finance,
trade and supply chain finance, foreign exchange services, other transaction banking
services, custody services, debt capital markets and treasury services.
Your Bank focused on growing its granular customer base in the SME and
Mid-Market segments where growth opportunities are still attractive and both these
segments have grown faster than the rest of the segments this year. The growth in these
segments were higher than market growth, signifying that your Bank has gained market
share. Given the long term trajectory of India?s economic growth, these segments are
a platform for Wholesale Bank growth. Your Bank has restructured its processes and digital
offerings with a view to make banking more attractive and easier for these emerging
corporates. With enhanced professionalisation and formalisation of SMEs, many of
today?s SMEs will emerge as Large Corporates of the Viksit Bharat in a decade or so
and your Bank is excited about the opportunities that lie ahead. Your Bank strives to be
the ‘House Bank? to these SMEs and offer, along with the rest of the Kotak
Group, the entire bouquet of banking services, beyond lending, including corporate salary,
insurance, cross border funding, wealth management, financial advisory and even
potentially Initial Public Offerings ("IPOs").
In the larger corporate space, your Bank has increased its share in
short term and working capital loans. The focus was on participating in customers trade
financing and other transaction banking services, which helped garner a greater share of
customer flows. Through a sustained focus on technology-led transaction banking growth,
customer experience enhancement and a front line focused on structuring solutions, your
Bank made progress in deepening client relationships, improving operational efficiency and
expanding wallet share across client segments. These, along with the focus on higher
product penetration and fee incomes, ensured that your Bank was able to deliver healthy
growth in profitability and maintained an attractive return on equity.
These initiatives have strengthened your Bank at a time when the market
has thrown up a number of challenges. Credit demand continued to remain muted throughout
the year. Liquidity in the system was tight for most part of the year and this pushed up
the cost of funds for banks. However, irrational pricing from banks and buoyant capital
markets kept customer yields under check, thus exerting pressure on the spreads for
wholesale banks. The expectations of a fall in benchmark interest rates would have put
further pressure on yields and spreads. The strategic initiatives undertaken by your Bank
to drive granular growth and enhance profitability, have significantly strengthened its
position to effectively navigate these and other emerging challenges.
Your Bank has, over the years, invested in developing expertise and
forming Centre-of-Excellence in areas, such as, Structured Lending, Infrastructure
Financing, Real Estate Financing, Banking for Financial Sponsors and Custodial Services,
among others. Your Bank?s expertise in these areas is disproportionately higher than
its asset share. Your Bank seeks to leverage on this expertise to deepen existing
relationships, acquire new quality customers on a consistent basis and secure value
addition through deeper penetration of varied products and services.
Capital markets were buoyant during the year and a strong capital
market proposition helped your Bank strengthen its position in the capital market space.
Your Bank was selected as the Banker to an Issue and sponsor bank for the country?s
top IPOs during the year. Your Bank handled 19 mainboard IPOs during the year, with a
cumulative issue size of over RS. 84,000 crore. Custody flows were also strong for most of
the year. Your Bank successfully on-boarded new clients across both, domestic and offshore
custody businesses, positioning itself well for future growth.
During the year, your Bank has continued to invest in strengthening its
digital capabilities driving innovations and efficiency while focusing on
customer-centricity. A cornerstone of this digital journey is Kotak fyn, a comprehensive
platform designed to streamline corporate banking across trade, payments, collections,
account services and loans. During the year, your Bank continued to enhance features and
offerings in Kotak fyn, while also focusing on increasing digital penetration across its
wholesale banking and retail corporates. 
Key milestones achieved on the web Kotak fyn platform, during the year
included: 

1.7 times increase in the on-boarded base

1.6 times growth in active users on the platform

2.9 times growth in daily user logins

1.2 times growth in transactions processed
Your Bank has further strengthened its omni-channel proposition by
extending trade approvals through the Kotak fyn app. This has delivered notable impact
across its customers, leading to 1.5 times growth in registered users and 1.2 times growth
in transactions approved through the Kotak fyn app. Looking ahead, Kotak fyn will continue
to evolve by seamlessly integrating technology with a deep understanding of enterprise
needs, ensuring that your Bank and its clients stay ahead in an increasingly digital
world.
Your Bank took a strategic step by establishing a dedicated project
team to specially focus on simplifying and advancing customer and employee journeys,
focusing on technological advancements, simplifying processes and reducing Turn Around
Time ("TAT"). Significant strides were made in simplification and automation of
various banking processes, leading to numerous qualitative benefits. This has not only
minimised errors and operational risks but also helped your Bank to enhance overall
efficiency and provide better service delivery. There was a reduction in TAT for ad-hoc
and renewal requests, which significantly boosted client satisfaction and productivity.
The introduction of dedicated helpdesks for Kotak fyn, automated processes and streamlined
operations reduced the workload on the front and mid-office staff and enhanced client
servicing. Simplified processes for account opening and servicing also played a crucial
role in improving customer experience and reducing operational complexities. 
Do It Yourself ("DIY") and automation efforts also played a
crucial role in FY 2024-25. The implementation of online facilities and the introduction
of DIY journeys for the creation of term deposits on Kotak fyn facilitated product
penetration, while making linkage from Kotak fyn to your Bank, more user-friendly and
efficient. These initiatives not only reduced the effort required from front-office staff
but also improved the speed and convenience of customer interactions. 
For the merchant ecosystem, your Bank has developed the ‘Sampark
Setu? platform, a bank-level unified platform, designed in-house to include all
digital payment modes. It acts as a central hub for the merchants, enabling seamless
on-boarding, settlement, reconciliation, risk and compliance. Hosted on the Kotak cloud,
it is designed to build high availability, scalability, security, operational efficiency
and audit control.
Overall, the initiatives undertaken in FY 2024-25 have laid a strong
foundation for continued improvements in operational efficiency, customer service and
productivity in FY 2025-26.
Your Bank remains committed to building a high-quality differentiated
corporate franchise and continues to focus on maintaining the health and profitability of
the business.

PRIVATE BANKING
Your Bank?s Private Banking division caters to a number of
distinguished Indian families and is one of the oldest and the most respected Indian
private banking institution. It manages wealth for 60% of India?s top 100 families
(Source: Forbes India Rich List 2024), with clients ranging from entrepreneurs to business
families and professionals.
Your Bank provides an open architecture proposition to its customers,
offering a plethora of private banking products. This business has a strong distribution
capability for private clients through distribution / referral model across equities,
fixed income and alternates, catering to 
Ultra High Net worth Individual ("UHNI") and High Net worth
Individual ("HNI") investors. In addition to comprehensive financial solutions
that go beyond investments, your Bank provides banking and credit, consolidated reporting,
family office services, offshore investments and other various products and services to
its clients. Referral for estate planning services are also provided to the clients. With
an in-depth understanding of client requirements and expertise across various asset
classes, your Bank offers the widest range of financial solutions. Your Bank has added
approximately 2,692 new families in FY 2024-25, to its client base.
The Private Banking division of your Bank celebrated a significant
milestone of completing 20 years. The crucial pillars were driving brand salience, digital
and technology, customer experience and expanding your Bank's footprints offshore. Your
Bank strived to enhance its offerings through continuous innovation in platform,
proposition and cutting-edge technologies. This, in turn, helped to enrich client
experience across all touchpoints. 

INTERNATIONAL BANKING UNITS
Your Bank has two International Banking Units ("IBUs") based
at Gujarat International Finance Tec-City ("GIFT City"), Gandhinagar, Gujarat
and DIFC, Dubai, United Arab Emirates.
The GIFT City Branch is regulated by the International Financial
Services Centre Authority (IFSCA), which facilitates your Bank?s participation in
syndication of overseas loans, lending to clients in international markets and providing
External Commercial Borrowing to eligible Indian corporates. Your Bank also undertakes
offshore client?s forex and derivative transactions to help them with the management
of interest rate and currency risks, in addition to investments in offshore bonds.
The DIFC Branch is your Bank?s first overseas branch at Dubai,
regulated by the Dubai Financial Services Authority ("DFSA"). This Branch
complements your Bank?s ability to advise and arrange global investment products,
provide loans and accept deposits from its overseas private banking customers that qualify
under the Professional client criteria of the DFSA. Your Bank has developed capabilities
to advise and arrange global investments through this Branch. Your Bank also has tie-ups
with some leading names in the international investments space and arranges access to
their services to eligible customers of the Branch. The IBUs have their respective
treasuries, which not only manage regulatory and liquidity requirements but also offer
banking services through products like term credit facilities for various purposes, trade
finance, foreign exchange solutions, etc. 

ASSET RECONSTRUCTION 
Your Bank?s Asset Reconstruction Division looks at opportunities
and takes exposure in distressed / Non-Performing Assets ("NPA") accounts
through Security Receipts (SR) investments, Stressed / NPA portfolio buyout from other
banks, priority funding and working capital assistance, with an aim to resolve and turn
them around. Your Bank has been active in the distressed asset buyouts and investments
space, for almost two decades.
The resolution process has gained momentum with the support of various
judicial forums like Debt Recovery Tribunals (DRTs), Debt Recovery Appellate Tribunals
(DRATs), Magistrate Courts, High Courts, Supreme Court and National Company Law Tribunal
(NCLT) proceedings under the Insolvency and Bankruptcy Code, 2016. Your Bank adopts
various measures thoughtfully, diligently and with compassion to resolve the stressed and
bad accounts.
Your Bank did sizable investments, both in corporate and retail
stressed assets space in FY 2024-25 and expects a lot of opportunities on the acquisition
side, especially in retail stressed loans segment as well as corporate loans of large
exposures in the coming years. If the prices offered are reasonable and attractive, your
Bank shall be open to acquire several of them, post critical analysis and evaluation.

TREASURY
Your Bank?s Treasury actively contributes by way of:
(i) Balance Sheet Management: The Balance Sheet Management Unit
("BMU") is primarily responsible for managing the liquidity and interest rate
risks within the Bank's overall risk appetite and framework. The BMU actively plans and
manages the Bank?s liquidity requirements in the given market context. Additionally,
the BMU ensures the maintenance of regulatory reserves and other stipulated ratios for
prudent management of liquidity and interest rate risk, while also maintaining adequate
liquidity buffers and efficiently managing the reserves portfolio.
(ii) Proprietary Trading: The Proprietary Trading Desk actively trades
in Fixed Income products (viz. Bonds, Debentures, Money Markets Instruments and INR
Derivatives), Foreign Exchange and Equity. Within the Proprietary Trading Desk, the
Primary Dealer Desk participates in primary auctions of Government securities, makes
market in these securities and engages in their retailing. The Proprietary desks also
provide market access to sales teams to facilitate customer transactions and requirements.
(iii) Customer Transactions: The customer facing desks at Treasury assist and manage
customer transactions across Foreign Exchange, Derivatives and Bullion products. The Forex
and Derivatives Desk facilitates customer access to foreign currency markets through cash
and derivatives products for remittances, trade transactions and for managing Foreign
Exchange and Interest Rate risks.
(iv) Bullion: The Bullion desk provides efficient working capital
solutions to domestic jewellery manufacturers, as per the prescribed rules of the RBI.
Your Bank also imports gold and silver to meet the needs of customers, under a license
from the RBI.
For more details on Operations of your Bank, please refer to the
Management's Discussion and Analysis Report, annexed to this Report. 

TECHNOLOGY AND DIGITISATION
FY 2024-25 marked an important year in your Bank?s technology and
digital transformation journey. Your Bank?s technology teams worked relentlessly to
rebuild and modernise the technology infrastructure, with a strong focus on resiliency,
efficiency, speed, scale, data and security. These efforts also resulted in resolving the
regulatory restrictions, highlighted in the RBI Order dated 24th April, 2024, which were
subsequently removed by its letter dated 12th February, 2025.
Your Bank has built an in-house team of high-quality engineers,
reducing reliance on external vendors. This strategic shift has enhanced the Bank?s
technical capabilities and enabled the development of unified platforms that accelerate
digital transformation across products, services and channels.
These foundational principles have driven several transformational
initiatives, anchored around three key themes:
(i) Upgradation of the Core Banking Solution ("CBS"):Your
Bank has made significant progress in upgrading its CBS by building horizontal and
vertical layers around it. This has reduced system load, improved monitoring and ensured
the availability of critical services under stress. IT governance and risk management
practices have also been strengthened, with a focus on cybersecurity, data encryption and
enhanced user access controls.
(ii) Creation of unified and interoperable platforms: These
platforms are designed to modernise the core infrastructure and serve as a robust
foundation for powering front-end applications. They enable seamless integration, faster
development cycles and consistent performance across channels.
(iii) Leveraging data and analytics: Your Bank has advanced its
capabilities in predictive analytics, customer behaviour modelling and operational
efficiency. AI and ML are embedded across various layers, from intelligent automation in
backend processes to personalised experiences in customer-facing applications. The
development of advanced data analytics frameworks has empowered the Bank to derive
actionable insights, supporting business decisions and scalable growth.
Additionally, your Bank is building Kotak AI, a proprietary Generative
AI platform that will serve as the cognitive core of its ecosystem. Unlike traditional
bolt-on solutions, Kotak AI is being deeply integrated into the Bank?s technology
fabric, enabling predictive insights, contextual intelligence and seamless automation
across interactions.
This transformation in the underlying infrastructure has empowered the
front-end digital applications ("apps") and platforms to be fast, intuitive and
secure.
Your Bank developed a suite of digital apps / platforms, designed
specifically to meet the unique needs of diverse customer segments. Recently launched apps
include:

For affluent, non-residents and self-employed customers, the new
Kotak Bank App emphasises speed, simplicity and security as its core tenets. 

For a billion Indians (core India), Kotak811 offers full-stack
digital banking with sachet-sized products and features of rewards and cashback on
transactions.

For Merchants, ‘Sampark Setu? platform, a Bank-level
unified platform, designed in-house to include all digital payment modes, acts as a
central hub for the merchant ecosystem, enabling seamless onboarding, settlement,
reconciliation, risk and compliance.
FY 2024-25 marked a pivotal year in your Bank?s digital
transformation journey. Anchored in a robust technology foundation and a
customer-first mindset, your Bank has modernised its infrastructure, strengthened
cybersecurity and built intuitive digital experiences, laying the groundwork to deliver
best-in-class customer service through fast, secure and scalable in-house systems.

HUMAN RESOURCES
FY 2024-25 was a year of transformation for your Bank and its Human
Resource ("HR") function, a year defined by conscious intent, collective
commitment and measurable change. With customer centricity at the core, your Bank has
sharpened its focus on building a workplace where every Kotakite can thrive, not just
through policies and programmes, but also by creating an environment where purpose, growth
and belonging are woven into the everyday experience.
The HR function anchored its initiatives around two key priorities:
first, to ensure the Bank creates an employee experience that enhances overall engagement
and continues to be recognised as a Great Place to Work and second, to focus on retaining
key talent. 
Key HR initiatives taken by your Bank, were categorised under the Five
Pillars of Talent Engagement, as follows:
1. Best of Kotak for Kotakites: Kotak Staff Home Loan Policy
2. Colleague Development 
a. Kotak Young Leaders Council b. Strategic Leadership and Executive
Education Programmes c. Managerial Effectiveness Programmes d. Talent Marketplace platform

3. Building a Culture of Appreciation through a comprehensive
multi-format recognition framework
4. Transparent Communication 
a. Amber, our AI powered real-time feedback platform b. My Kotak My Say
c. Townhall and Leadership Connects d. KotakWorld, our Intranet platform 
5. Enhanced Colleague Value Proposition 
a. Diversity, Equity, Inclusion and Belonging Initiatives b. Health and
Wellbeing c. Caring Kotakite d. Careers and Rewards
For more details on the Key HR initiatives, please refer to the
Management?s Discussion and Analysis Report, annexed to this Report. 

EMPLOYEES
As of 31st March, 2025, the full-time employee strength of the Kotak
Group was over 114,000 and the Bank, at the standalone level, had over 75,000 employees.
The information required pursuant to Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time-to-time, is given as an Annexure to this
Report. In terms of Section 136(1) of the Act, the Annual Report and financial statements
are being sent to the members, excluding the statement containing particulars of
employees. The Annexure is available for inspection and any member interested in
obtaining a copy of the Annexure, may send an email to the Company Secretary at
KotakBank.Secretarial@kotak.com 

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, _ 
Your Bank continues with the belief of zero tolerance towards sexual
harassment at workplace and continues to uphold and maintain itself as a safe and
non-discriminatory organisation. To achieve the same, your Bank reinforces the
understanding and awareness of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH"). Your Bank has formulated a
central Steering Board Committee, besides having an Internal Committee in three regions
for reporting any untoward instance of sexual harassment. Any complaint pertaining to
sexual harassment is diligently reviewed and investigated and treated with great
sensitivity. The Internal Committee members have been trained in handling and resolving
complaints. Your Bank also has an online e-learning POSH Awareness module, which covers
the larger employee base.
As of 1st April, 2024, 17 complaints were pending for disposal. All
these complaints were disposed off during FY 2024-25.
The Bank received a total of 43 complaints during FY 2024-25, of which,
29 were disposed off as of 31st March, 2025. 13 complaints out of 14 complaints, which
were pending as on 31st March, 2025, have been disposed off, as on the date of this
Report. 

PROHIBITION OF INSIDER TRADING
Your Bank has adopted the Kotak Mahindra Bank Limited - Insider Trading
Code of Conduct (Code) for prohibition of insider trading in the securities of the Bank as
well as other listed and proposed to be listed companies and a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure
Code).
Your Bank has also formulated and adopted the Policy for Determination
of Materiality of Events or Information of the Bank, in terms of Regulation 30 of the SEBI
Listing Regulations. The Policy for Determination of Materiality of Events or Information
and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information of the Bank, are available on the Bank?s website viz.,
URL: https://www.kotak.com/en/investor-relations/governance/policies.html 

WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Your Bank is committed to its ‘Vision Statement? of upholding
its Global Indian Financial Services Brand, creating an ethos of trust across all
constituents, developing a culture of empowerment and a spirit of enterprise, thereby
becoming the most preferred employer in the financial services sector.
Consistent with the Vision Statement, your Bank is committed to
maintain and provide to all its employees and directors, the highest standards of
transparency, probity and accountability. The Kotak Group endeavours to develop a culture,
where it is safe and acceptable for all employees and directors to raise / voice genuine
concerns in good faith and in a responsible as well as effective manner.
A vigil mechanism has been implemented through the adoption of a
Whistle Blower Policy with an objective to enable employees / directors / suppliers /
vendors / service providers / all other applicable stakeholders, raise genuine concern or
report evidence of activity by the Bank or its employee or director or vendor that may
constitute instances of corporate fraud, unethical business conduct, a violation of
Central or State laws, rules, regulations and / or any other regulatory or judicial
directives, any unlawful act, whether criminal or civil, irregularities like alteration,
forgery or fabrication of documents, impropriety, abuse or wrong doing, misuse of office /
position, theft / embezzlement, misappropriation of asset, bribery / corruption, collusion
with vendor / customers, deliberate breaches and non-compliance with the Bank?s
policies, processes, data leakage, questionable accounting / audit matters / financial
malpractice, ethics violation, conflict of interest, dual employment and unauthorised
disclosure of confidential information about the Bank or any of its customers. The
concerns can be reported online on the following website viz., URL:
https://www.speakup.co.in/ which is managed by an independent third party. Safeguards to
avoid discrimination, retaliation or harassment and confidentiality have been incorporated
in the said Whistle Blower Policy.
All employees and Directors have access to the Chairperson of the Audit
Committee in appropriate and exceptional circumstances. Further, the Chairperson of the
Audit Committee has access rights to the whistle blower portal. The Audit Committee
reviews a synopsis of the complaints received and the resolution thereof, every quarter
under the said Whistle Blower Policy.
Your Bank is taking several initiatives to encourage employees to blow
the whistle and report incidences of any fraud or unusual events. During the year under
review, your Bank has initiated periodic email, SMS and poster campaigns for educating
employees on the process of whistle blowing, creating awareness and encouraging employees
to blow the whistle and report incidences of any concerns. In addition, the same has been
reiterated and made an integral part of your Bank?s Code of Conduct and training.
The Whistle Blower Policy is available on the Bank?s intranet as
well as website viz., URL: https://www.kotak.com/en/investor-relations/
governance/policies.html 

SHARE-BASED EMPLOYEE BENEFITS
The Bank has implemented the Kotak Mahindra Equity Option Scheme 2023
("ESOP Scheme 2023") and the Kotak Mahindra Stock Appreciation Rights Scheme
2023 ("SARs Scheme 2023") in place of the Kotak Mahindra Equity Option Scheme
2015 ("ESOP Scheme 2015") and the Kotak Mahindra Stock Appreciation
Rights Scheme 2015 ("SARs Scheme 2015"), respectively. 
The Employee Stock Options ("ESOPs") and Stock Appreciation
Rights ("SARs") granted to the employees of the Bank and its subsidiaries,
currently operate under the following schemes: (i) ESOP Scheme 2023 (ii) ESOP Scheme 2015
(iii) SARs Scheme 2023; and (iv) SARs Scheme 2015.
During FY 2024-25, after receiving the requisite approvals, the Board
implemented the Kotak Mahindra Performance Linked Restricted Stock Unit Scheme 2025
("PRSU Scheme") to create, grant, issue, offer and allot 9,000,000 (Ninety Lakh)
Performance Linked Restricted Stock Units ("PRSUs"). In order to create the pool
for PRSUs, the ESOP pool available under ESOP Scheme 2023 was reduced from 20,000,000 (Two
Crore) equity shares (equivalent to 1.01% of the issued equity shares of the Bank, as at
31st December, 2024), to 11,000,000 (One Crore Ten Lakh) equity shares. No PRSUs have been
granted till the date of this Report.
The objective of aforesaid schemes is to enable the Bank and its
subsidiaries to attract and retain appropriate human talent and encourage value creation
and value sharing with the employees, by aligning the interest of the employees with the
long-term interest of the Bank and its subsidiaries. The appreciation of rights under SARs
Scheme 2023 are settled in cash. The aforesaid schemes are available on the website of the
Bank at https://www.kotak.com/en/investor-relations/governance/policies.html and are in
compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 ("SEBI (SBEB & SE) Regulations, 2021"), as applicable. 
The relevant details of the aforesaid schemes, as required under the
SEBI (SBEB & SE) Regulations, 2021, are available on the Bank?s website viz.,
URL: https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html
These details, along with the certificate(s) from the Secretarial Auditor, as required
under the SEBI (SBEB & SE) Regulations, 2021, stating that the schemes have been
implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021, as applicable
and also in accordance with the relevant resolution(s) passed by the members, would be
available for inspection by the members during the Annual General Meeting
("AGM").

ENVIRONMENT, SOCIAL AND GOVERNANCE PRACTICES
Your Bank is committed to consistently work towards enhancing its
Environment, Social and Governance ("ESG") performance. Your Bank has a
comprehensive ESG policy framework that outlines key focus areas and offers guidance on
practices related to corporate governance, environmental initiatives, employee engagement,
policy updates and other ESG initiatives. Your Bank?s performance on ESG parameter is
reported to the Corporate Social Responsibility and Environmental, Social and Governance
Committee ("CSR & ESG Committee") and the Board, periodically.
The ESG sections of the Integrated Annual Report encompass details on
employee diversity, well-being and development, environmental management, financial
inclusion and community focused interventions, customer experience, data privacy and
cybersecurity. 
For more details on ESG, please refer to the ESG disclosures, forming
part of the Integrated Annual Report of the Bank. 

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Bank has been publishing the Business Responsibility and
Sustainability Reporting ("BRSR") since FY 2021-22. Your Bank undertook limited
assurance in FY 2022-23 for BRSR parameters on a voluntary basis, striving to lead
sustainability disclosure by being an early adopter. Your Bank has also undertaken
reasonable assurance for BRSR core parameters for FY 2023-24 and FY 2024-25. 
The environmental performance of your Bank, encompasses resource
consumption (energy and water), Greenhouse Gas (GHG) emissions (Scope 1, 2 and 3), waste
management and initiatives undertaken to minimise the impact. The disclosure on social
performance encompasses workforce diversity (gender and employees with disabilities),
employee turnover rates, median salaries, occupational health and safety standards,
training, inclusive development through procurement from Micro, Small and Medium
Enterprises (MSMEs) and job creation in smaller towns, community development efforts and a
customer-centric approach. Governance-related performance covers ethics, transparency and
accountability, while also valuing the interests of all stakeholders and being responsive
to them. It involves upholding and promoting human rights, responsibly influencing public
and regulatory policies in a transparent way and engaging with consumers to provide value
in a responsible manner. For more details on the governance aspect, please refer to the
Report on Corporate Governance, annexed to this Report.
BRSR, including the BRSR Core parameters for FY 2024-25, is part of the
Integrated Annual Report of the Bank and is also available on the Bank?s website
viz., URL:
https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html

CORPORATE SOCIAL RESPONSIBILITY
Your Bank has successfully expanded its social footprint, positively
impacting a large section of the population by fostering sustainable and inclusive growth
through its Corporate Social Responsibility ("CSR") programmes. The Bank's CSR
projects align with the guidelines and robust framework outlined in Kotak Mahindra Bank
Limited's Corporate Social Responsibility Policy ("CSR Policy"). Your Bank
collaborated with multiple organisations to implement CSR Projects in specific areas
("focus areas") defined under its CSR Policy namely Education, Livelihood,
Entrepreneurship & Innovation, Healthcare, Environment & Sustainable Development,
Sports and Relief & Rehabilitation.
Your Bank's CSR Policy outlines its vision, mission, governance and
focus areas to fulfil its inclusive agenda. The CSR Policy also highlights your
Bank?s intent to create lasting value for communities in need, by addressing pressing
development challenges and reflects your Bank?s commitment to contribute towards
United Nations? Sustainable Development Goals (SDGs).
The CSR Policy is available on the Bank?s website viz., URL:
https://www.kotak.com/en/investor-relations/sustainability.html
Your Bank?s CSR Projects are compliant with the CSR mandate as
specified under Section 135 read with Schedule VII of the Companies Act, 2013, along with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR
Rules"), as amended from time to time and in line with notifications issued by the
Ministry of Corporate Affairs ("MCA"), from time to time.
The CSR expenditure requirement of your Bank for FY 2024-25, as per
Section 135 of the Act was RS. 285.53 crore. After setting off RS. 1.99 crore from the
excess CSR expenditure incurred in FY 2023-24, your Bank's total CSR obligation for FY
2024-25 stood at RS. 283.54 crore. 
For FY 2024-25, your Bank spent RS. 236.44 crore on CSR Projects, RS.
3.55 crore on Administrative Overheads and RS. 1.21 crore on Impact Assessment for
eligible projects. In addition, an amount of RS. 44.54 crore, which was the unutilised
expenditure for ongoing CSR Projects during FY 2024-25, was transferred to the ‘Kotak
Mahindra Bank Limited Unspent CSR Account FY 2024-25? on 28th April, 2025. Your Bank
is committed to utilise this amount within the stipulated period, as specified under the
CSR Rules. 
Together with the spend on CSR Projects, Impact Assessment, CSR
Administrative and the amount transferred to the Unspent CSR account, the total CSR
expenditure for FY 2024-25 was RS. 285.74 crore.
The excess CSR expenditure spend of RS. 2.20 crore for FY 2024-25 would
be carried forward to be set-off in subsequent financial years. Additional details are
described in the Annual Report on CSR activities for FY 2024-25, annexed to this Report.
Your Bank also maintains the Unspent CSR accounts pertaining to funds
earmarked for its Ongoing CSR Projects for previous financial years. Your Bank is
committed to utilising the amount available in the Unspent CSR accounts towards completing
the Board-approved Ongoing CSR Projects within the stipulated time limit specified under
the Act. The details of the same are more particularly described in the 'Annual Report on
Corporate Social Responsibility activities of the Bank for FY 2024-25', annexed to this
Report.
A detailed outline of your Bank's CSR Policy, the composition and
functioning of the CSR & ESG Committee and the CSR Project spends during FY 2024-25
are provided in the Annual Report on CSR activities annexed to this Report, as well as in
the BRSR section of the Integrated Annual Report for FY 2024-25. 

SUBSIDIARIES AND ASSOCIATES
As of 31st March, 2025, your Bank had 20 subsidiaries in various
businesses, as listed below:

  

    
Sr. No. Name of the subsidiary
    
Business activity
  
  

    
1. Kotak Mahindra Prime Limited
    
Car Finance and other Lending
  
  

    
2. Kotak Mahindra Investments Limited
    
Lending and Investments
  
  

    
3. Kotak Infrastructure Debt Fund Limited
    
Infrastructure Financing
  
  

    
4. Kotak Securities Limited
    
Stock Broking, Distribution
  
  

    
5. Kotak Mahindra Capital Company Limited
    
Investment Banking
  
  

    
6. Kotak Mahindra Life Insurance Company Limited
    
Life Insurance
  
  

    
7. Kotak Mahindra Asset Management Company Limited
    
Mutual Fund Asset Management, Portfolio Management
  
  

    
8. Kotak Mahindra Trustee Company Limited
    
Trustee Company for Mutual Fund
  
  

    
9. Kotak Mahindra Pension Fund Limited
    
Pension Fund Management
  
  

    
10. Kotak Alternate Asset Managers Limited (Formerly known as
    Kotak Investment Advisors Limited)
    
Alternate Asset Management, Investment Advisory
  
  

    
11. Kotak Mahindra Trusteeship Services Limited
    
Trusteeship Services
  
  

    
12. Kotak Mahindra (UK) Limited
    
Distribution of financial products and dealing in securities
  
  

    
13. Kotak Mahindra (International) Limited
    
Advisory Services, Investments
  
  

    
14. Kotak Mahindra Inc.
    
Broker / Dealer
  
  

    
15. Kotak Mahindra Asset Management (Singapore) Pte. Limited
    
Asset Management
  
  

    
16. Kotak Mahindra Financial Services Limited
    
Advisory Services for Middle East
  
  

    
17. IVY Product Intermediaries Limited
    
Marketing and distribution of various financial products /
    services
  
  

    
18. BSS Microfinance Limited
    
Business Correspondent
  
  

    
19. Sonata Finance Private Limited
    
Business Correspondent
  
  

    
20. Kotak Karma Foundation
    
Centre of Excellence for part of Bank?s CSR activities
  

The various activities of the subsidiaries, their performance and
financial position are outlined in detail in the Management?s Discussion and Analysis
section annexed to this Report. 
Highlights of a few subsidiaries are given below:

Kotak Mahindra Prime Limited and Kotak Mahindra Investments Limited
The passenger car market in India saw a growth of 1.87% in FY 2024-25.
Total Unit Sales of Cars and MUVs was 42.86 lakh in FY 2024-25 compared to 42.07 lakh in
FY 2023-24. The Two-wheeler market in India saw a growth of 9.11% in FY 2024-25. Total
Unit Sales of Two Wheelers crossed 196.11 lakh in FY 2024-25. Profit of Kotak Mahindra
Prime Limited in FY 2024-25 was higher than FY 2023-24, due to growth in Asset
Under Management ("AUM"), resulting in higher Net Interest Income (NII) and
other income. 
Profit Before Tax of Kotak Mahindra Investments Limited for FY 2024-25
at _ 674.51 crore was lower than _ 690.51 crore for FY 2023-24, primarily due to NPA
provisions, decrease in processing fees, increase in operating cost offset by increase in
IPO income and reversal of standard asset provision. Net Interest Margin for FY 2024-25
was 4.82%.

Kotak Securities Limited and Kotak Mahindra Capital Company Limited
Kotak Mahindra Capital Company Limited (Kotak Investment Bank) was
ranked No. 1 in the Equity Capital Markets for third year in a row and continued to be the
Left Lead Banker of Choice. FY 2024-25 was a stellar year for Indian Equity Capital
Markets, with the highest-ever activity across all the product categories, viz., Initial
Public Offering (IPOs), follow-on primary raises via Qualified Institutional Placements
(QIPs) and sell-downs. Indian Equity Capital Markets hit all-time high in FY 2024-25, led
by strong FII and DII inflows in RS.1FY25. While FIIs turned net sellers (USD 15.6
billion) by the end of FY 2024-25, record DII inflows of USD 71.6 billion sustained market
momentum. This reflects growing market resilience and strong domestic fundamentals. A
total of _ 386,469 crore (versus _ 209,746 crore in FY 2023-24, up 184% YoY) was raised in
FY 2024-25 across primary market deals, i.e., IPOs, QIPs, Further Public Offering (FPO)
and Rights Issues. All sectors saw capital market deals being executed on the back of
strong investor response.
The Institutional Equities division of Kotak Securities Limited
("KSL") in FY 2024-25, registered the highest-ever growth in revenues and
maintained its leadership position in both, the cash equities and derivatives segments. In
FY 2024-25, overall market volumes in the institutional segment increased by 46% YoY for
the cash segment and by 24% YoY for the derivatives segment. Kotak Institutional Equities
saw significant growth in revenues YoY and was able to maintain its yields across client
segments. It continued to add new clients to its franchise and was able to maintain its
leadership position in the distribution of IPOs, QIPs, open offers and the execution of
block trades. FY 2024-25 witnessed market volume growth in equity cash segment, with
average daily volumes (excluding proprietary segment) increasing to _ 78,015 crore in FY
2024-25 from _ 56,866 crore in the previous financial year and equity derivative segment
increasing to _ 140,724 crore in FY 2024-25 from _ 105,035 crore in previous
financial year. Consequently, KSL?s volumes also increased for equity cash and
derivative segments. 

Kotak Mahindra Life Insurance Company Limited
Kotak Mahindra Life Insurance Company Limited ("KLI") has
solvency ratio of 2.45 against a regulatory requirement of 1.50. The Net worth of KLI
increased by 9.21% to _ 6,403.07 crore as on 31st March, 2025 from _ 5,863.23 crore as on
31st March, 2024. The Indian Embedded Value (IEV) was _ 17,612 crore (31st March, 2024:
_15,242 crore) as on 31st March, 2025, up 15.6% YoY. The Value of New Business
("VNB") for FY 2024-25 stood at _ 959 crore (FY 2023-24: _ 1,053 crore) and the
VNB margin was 25%. On an individual, Annual Premium Equivalent ("APE") Basis
(Single 1/10), KLI has registered 5.73% growth against private insurance industry growth
of 15.09% and overall industry growth of 10.46%. KLI?s market share for Individual
New Business premium (APE terms) was 3.51% for FY 2024-25 among private insurers. This was
due to higher proportion of traditional policies compared to industry. On a group APE
Basis (Single 1/10), KLI?s market share for Group New Business premium (APE terms)
was 10.67% for FY 2024-25 among private insurers. KLI saw an increase in its AUM
(including shareholders) by 14.55% YoY to _ 91,806.85 crore in FY 2024- 25.

Kotak Mahindra Asset Management Company Limited
The Mutual Fund industry registered 34.88% YoY growth in FY 2024-25
over FY 2023-24 with the Annual Average Assets under Management ("AAUM") for FY
2024-25 standing at _ 66.18 lakh crore. The AAUM of Kotak Mahindra Mutual Fund stood at _
468,820 crore for FY 2024-25, up 35.27% from _ 346,589 crore in FY 2023-24. AAUM Market
Share was 7.09% in FY 2024-25 (7.07% FY 2023-24). Kotak Mahindra Asset Management Company
Limited is ranked No. 5 in the industry on the basis of AAUM.

BSS Microfinance Limited and Sonata Finance Private Limited
The Board of Directors of Sonata Finance Private Limited
("Sonata") and BSS Microfinance Limited ("BSS") at their respective
meetings held on 12th August, 2024, have approved a Scheme of Amalgamation of Sonata with
BSS, on a going concern basis, under the provisions of Sections 230 and 232 of the Act and
the rules made thereunder. The Scheme would, however, be subject to the approval of the
respective shareholders and creditors of Sonata and BSS and the approval of the concerned
National Company Law Tribunal (NCLT) and other regulatory authorities, if required.

MATERIAL SUBSIDIARY
Kotak Mahindra Life Insurance Company Limited is a material subsidiary
of the Bank. The Bank?s Policy for determining material subsidiaries, in line with
the SEBI Listing Regulations, is available on the Bank?s website viz., URL:
https://www.kotak.com/content/kotakcl/en/investor-relations/governance/policies.html

ASSOCIATES
As at 31st March, 2025, your Bank had the following associates:
(i) Infina Finance Private Limited (ii) Phoenix ARC Private Limited
(iii) Zurich Kotak General Insurance Company (India) Limited (Formerly
known as Kotak Mahindra General Insurance Company Limited)
Further,pursuanttotheprovisionsofSection136(1)oftheAct,theAnnualReportoftheBank,containingthestandaloneandconsolidatedfinancial
statementsandallotherrelevantdocumentsrequiredtobeannexedtheretoandtheseparateauditedfinancialstatementsinrespectofeachofthe
subsidiaries, are available on the Bank?s website viz., URL:
https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html Pursuant
to the provisions of Section 129(3) of the Act, the Statement containing the salient
features of the Financial Statements of the said subsidiaries and associates of the Bank,
in Form AOC-1, forms part of the Integrated Annual Report.
The financial statements of the subsidiaries (other than Kotak Karma
Foundation, a Section 8 company, whose accounts are excluded from consolidation in
accordance with the requirements of Accounting Standard 21 on "Consolidated Financial
Statements") used for consolidation of the Bank?s consolidated financial
statements are special purpose financial statements prepared in accordance with GAAP
specified under Section 133 of the Act read with relevant notifications.

BOARD OF DIRECTORS
BOARD COMPOSITION
The composition of the Board of Directors of the Bank is governed by
the Act, the Banking Regulation Act, 1949 ("BR Act") and Regulation 17 of the
SEBI Listing Regulations and is in conformity with the same. As on 31st March, 2025, the
Board of Directors comprised eleven (11) Directors, including six Independent Directors
viz., Mr. C S Rajan, Non-Executive Independent Part-time Chairman, Mr. Uday Shankar, Dr.
Ashok Gulati, Ms. Ashu Suyash, Mr. Cornelis Petrus Adrianus Joseph ("Eli")
Leenaars and Ms. Ketaki Bhagwati, Independent Directors, two Non-Executive Non-Independent
Directors viz., Mr. Amit Desai and Mr. Uday Kotak and three Executive Directors viz., Mr.
Ashok Vaswani, Managing Director & CEO, Ms. Shanti Ekambaram, Whole-time Director
designated as Deputy Managing Director and Mr. Jaideep Hansraj, Whole-time Director
(Executive Director).
The size of the Board is commensurate with the size and business of the
Bank. The Board meets the criteria prescribed under Section 10(A)(2) of the BR Act and the
circulars issued by the RBI, from time to time. The Board mix provides a combination of
professionalism, knowledge, experience and skills required in the banking industry
and also meets the criteria prescribed under the Policy on Board Diversity adopted by the
Board.

CHANGES IN COMPOSITION OF THE BOARD
Ms. Ketaki Bhagwati (DIN: 07367868) was appointed as an Independent
Director of your Bank for an initial term of four years, with effect from 18th May, 2024
to 17th May, 2028 (both days inclusive). The said appointment was approved by the members
of the Bank at its AGM held on 3rd August, 2024.
The Board of Directors of the Bank, at their meeting held on 12th
September, 2024, approved the appointment of Mr. Jaideep Hansraj (DIN: 02234625) as an
Additional Director and a Whole-time Director, for a period of three years, with effect
from the date of receipt of the approval of the RBI and the members of the Bank. The
Board, subsequently, approved the designation of Mr. Hansraj as Whole-time Director
(Executive Director). The RBI granted its approval on 11th February, 2025, following
which, Mr. Hansraj became the Whole-time Director (Executive Director) of the Bank,
effective from the same date. On 20th February, 2025, the members of the Bank, accorded
their approval to Mr. Hansraj?s appointment, through a postal ballot.
Further, the Board of Directors of the Bank had, at their meeting held
on 31st May, 2025, subject to the approval of RBI and the members, approved the
appointment of Mr. Paritosh Kashyap (DIN: 07656300) as an Additional Director and a
Whole-time Director, designated as Whole-time Director (Executive Director), for a period
of three years, with effect from the date of receipt of all the regulatory and statutory
approvals, as may be necessary from the RBI or any other regulatory / statutory authority.
As on the date of the Report, the appointment is yet to take effect.
Mr. C. Jayaram, Non-Executive Non-Independent Director and Mr. Uday
Khanna, Independent Director, retired from the Board of the Bank, upon completion of their
respective term of eight years, pursuant to the provisions of Section 10A(2A)(i) of the
Banking Regulations Act, 1949, on 30th April, 2024 and 15th September, 2024, respectively.
The Board places on record its appreciation for the contributions made by Mr.
Jayaram and Mr. Khanna, during their respective tenures with the Bank. Further, Mr. KVS
Manian resigned as the Joint Managing Director, with effect from 30th April, 2024.
The Board of Directors of the Bank, at their meeting held on 31st May,
2025, accepted the request of Ms. Shanti Ekambaram to retire as a Director and the Deputy
Managing Director of the Bank, from the services of the Bank, on completion of her current
term as the Deputy Managing Director, on 31st October, 2025. The Board places on record
its appreciation for the contribution made by Ms. Ekambaram, during her tenure with the
Bank.
As on the date of this Report, the Board of your Bank has eleven
Directors, including three Women Directors. The Board currently comprises of six
Independent Directors, two Non-Executive Non-Independent Directors and three Executive
Directors.
All the Directors of the Bank have confirmed that they satisfy the fit
and proper criteria as prescribed under the applicable regulations and that they are not
disqualified from being appointed as Directors in terms of Section 164(2) of the Act. 

DIRECTORS RETIRING BY ROTATION
At the meeting of the Board of Directors of the Bank held on 28th June,
2025, the Board approved the proposal for re-appointment of Ms. Shanti Ekambaram (upto the
end of her current term as a Director and the Deputy Managing Director of the Bank i.e.
31st October, 2025) and Mr. Ashok Vaswani, as Directors of the Bank, liable to retire by
rotation at the ensuing AGM, in terms of Section 152 of the Act and recommended the same
to the members for their approval. 
The details of the Directors along with the rationale for their
proposed appointment / re-appointment, as mentioned above, are included in the Notice
convening the Fortieth AGM of the Bank. 

DECLARATION FROM INDEPENDENT DIRECTORS
All the Independent Directors of the Bank have submitted the requisite
declarations stating that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The
Board reviewed and assessed the veracity of the aforesaid declarations, as required under
Regulation 25(9) of the SEBI Listing Regulations. In the opinion of the Board, all the
Independent Directors fulfill the said conditions as mentioned in the Act, alongwith the
rules framed thereunder and the SEBI Listing Regulations and are independent of the
management. All the Independent Directors of the Bank have complied with the provisions of
sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 with respect to registration with the Indian Institute of Corporate
Affairs for the Independent Directors? Database. There has been no change in the
circumstances affecting their status as Independent Directors of the Bank. In the opinion
of the Board, the Independent Directors possess the requisite integrity, experience,
expertise and proficiency required under all applicable laws and the policies of the Bank.

DIRECTOR E-KYC
Pursuant to the requirement prescribed under the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the Directors of the Bank have complied
with the KYC registration for FY 2024-25.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
The Bank has a Directors and Officers Liability Insurance Policy which
protects Directors and Officers of the Bank for any claims for any breach of fiduciary
duty.

BOARD EVALUATION 
The Board conducted the performance evaluation of individual Directors,
Chairperson, Board Committees and the Board as a whole for FY 2024-25, in accordance with
the provisions of the Act and the SEBI Listing Regulations, including the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India on 5th January,
2017.
The Nomination and Remuneration Committee ("NRC") of the
Board approves the criteria and the mechanism for carrying out the said performance
evaluation process. Accordingly, the NRC approved the assessment questionnaire designed
for the annual performance evaluation, which broadly covered the following criteria:
(i) Board - Competencies, composition and structure, board dynamics,
board functioning, process and procedures, oversight of committee composition and
functioning, ethics and compliance. 
(ii) Committees - Composition and quality, process and procedure, terms
of reference and certain committee specific questions.
(iii) Chairperson - Key focus areas covering understanding of the role,
team work attributes, utilisation of domain expertise, effective communication, etc. and
other parameters.
(iv) Individual Directors - Function and duties, professional and
ethical conduct, management relations, understanding of role, commitment, effective
contribution, independent view to decision making, utilisation of domain expertise, etc.
The aforesaid questionnaire was circulated to all the Directors of the
Bank for the annual performance evaluation. The Board evaluated the effectiveness of its
functioning and that of the Committees and of Chairperson and individual Directors through
the annual Board Evaluation Process.
The Bank had engaged an independent professional services firm for
issuing a report on the performance evaluation ("Board Evaluation Report"),
based on the responses received from the Directors. The Board Evaluation Report was placed
before the Independent Directors and the Board at their respective meetings held on 28th
June, 2025 and performance evaluation, for FY 2024-25, was carried out by them.
The Directors noted that the results of the performance evaluation
indicated a high degree of satisfaction among the Directors. The Board deliberated on the
Board Evaluation Report and basis suggestions, agreed to continue focus on training,
education and enhancing skill sets of Board members essential for the Bank, in the future.
These would be monitored and reported to the Board periodically.
Further, the Bank has taken necessary steps to comply with the
suggestions which had arisen from the Board performance evaluation for FY 2023-24. 

KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act and Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following
officials of the Bank are the Key Managerial Personnel ("KMP"), as on the date
of this Report:
(i) Mr. Ashok Vaswani, Managing Director & CEO (ii) Ms. Shanti
Ekambaram, Deputy Managing Director
(iii) Mr. Jaideep Hansraj, Whole- time Director (Executive Director)
(iv) Mr. Devang Gheewalla, Group Chief Financial Officer (v) Ms. Avan Doomasia, Company
Secretary
Mr. Jaideep Hansraj was appointed as a Whole-time Director (Executive
Director) and KMP of the Bank, for a period of three years, with effect from 11th
February, 2025, upon receipt of all the regulatory and statutory approvals. 
Mr. KVS Manian ceased to be the Joint Managing Director and KMP of the
Bank, on 30th April, 2024. 
Mr. Devang Gheewalla was appointed as the Group Chief Financial Officer
and KMP of the Bank, with effect from 1st April, 2024, consequent upon the superannuation
of Mr. Jaimin Bhatt on 31st March, 2024. 

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The appointment and remuneration of Directors of the Bank is governed
by the provisions of Section 35B of the Banking Regulation Act, Act and SEBI Listing
Regulations. The NRC has formulated the criteria for appointment of Directors and Senior
Management Personnel, including KMPs. Based on the criteria set, the NRC recommends to the
Board, the appointment of Directors and Senior Management Personnel, including KMPs.
The Bank adheres to the process and methodology prescribed by the RBI
in respect of the ‘Fit & Proper? criteria as applicable to Private Sector
Banks, signing of Deeds of Covenants which binds the Directors to discharge their
responsibilities to the best of their abilities, individually and collectively in order to
be eligible for being appointed / re-appointed as a Director of the Bank. The prescribed
declarations / undertakings given by the Directors, other than that of the members of the
NRC, are placed before the NRC and the declarations / undertakings given by the members of
the NRC are placed before the Board, for its review and noting.
The said declarations / undertakings are obtained from all the
Directors on an annual basis and also at the time of their appointment / re-appointment,
in compliance with the said laws. An assessment on whether the Directors fulfil the
prescribed criteria is carried out by the NRC and the Board, on an annual basis and also
at the time of their appointment / re-appointment.
The details of the remuneration paid to the Non-Executive Independent
Part-time Chairman, Executive and Non-Executive Non-Independent Directors of the Bank, for
the year ended 31st March, 2025 are provided in the Report on Corporate Governance,
annexed to this Report.
The Non-Executive Independent Part-time Chairman of the Bank, receives
a fixed remuneration as recommended by the Board and approved by RBI and the members of
the Bank, from time to time. This is in addition to payment of sitting fees, car with
driver, as per applicable policy and reimbursement of expenses for official purposes /
attending duties as a Chairman.

Compensation Policy for Non-Executive Directors
The Board of Directors of the Bank has formulated and adopted a
comprehensive Compensation Policy for Non-Executive Directors ("NEDs").
The remuneration payable to the NEDs, other than Part-time
Non-Executive Chairman, is in accordance with the provisions of the Circular dated 26th
April, 2021 and the Circular on Review of Fixed Remuneration granted to Non-Executive
Directors dated 9th February, 2024, issued by RBI which, inter alia, provides for
payment of compensation to NEDs, other than the Chair of the Board, in the form of a fixed
remuneration commensurate with an individual director?s responsibilities and demands
on time and which is considered sufficient to attract qualified competent individuals, for
an amount not exceeding RS. 30 lakh per annum, including any statutory modification or
amendment or re-enactment thereof for the time being in force and the provisions of the
Act.
The above mentioned policy is available on the Bank?s website
viz., URL: https://www.kotak.com/content/kotakcl/en/investor-relations/
governance/policies.html The salient features of the Compensation Policy for NEDs are, inter
alia, as follows:
(i) Compensation structure is divided into:

Sitting fees

Reimbursement of expenses

Compensation in the form of Fixed Remuneration
(ii) Amount of sitting fees and remuneration to be decided by the
Board, from time to time, subject to the regulatory limits.
(iii) Overall cap on compensation in the form of fixed remuneration for
each NED (excluding the Part-time Non-Executive Chairman) of RS. 30 lakh per annum or such
other amount as may be prescribed by the RBI, from time to time. 
(iv) NEDs are not eligible for any stock options of the Bank.
(v) The Part-time Non-Executive Chairman is entitled to a fixed
remuneration, as may be approved by the Board, RBI and the members, from time to
time. This is in addition to the sitting fees for attending the meetings of the Board /
Committees. The Bank may provide car with a driver for the use of the Part-time
Non-Executive Chairman of the Bank and all expenses incurred on such car will be on
actuals and borne by the Bank.
The fixed remuneration payable to the NEDs, other than Part-time
Non-Executive Chairman, was revised from RS. 20 lakh to RS. 30 lakh per annum, from FY
2024-25. The Board also approved the criteria for granting such remuneration.

Compensation Policy (for employees, including Executive Directors and
KMPs)
The remuneration paid to the employees is in line with the Compensation
Policy of the Bank, which is, inter alia, based on the RBI Guidelines. The said
policy is available on the Bank?s website viz., URL:
https://www.kotak.com/content/kotakcl/en/investor-relations/ governance/policies.html
The salient features of the Compensation Policy of the Bank are, as
follows:
Objective:

To maintain fair, consistent and equitable compensation practices
in alignment with Kotak?s core values and strategic business goals

To ensure effective governance of compensation and alignment of
compensation practices with prudent risk taking

To have mechanisms in place for effective supervisory oversight and
Board engagement in compensation

To ensure that the compensation practices are within the regulatory
framework stipulated, from time to time, by the RBI. 
Compensation structure comprises total remuneration consisting of:

Fixed Pay, which includes perquisite pay / benefits

Variable Pay, which includes Performance Bonus / Incentive, Long
Term Incentive Pay in the form of cash bonuses, all share-linked instruments (e.g. ESOPs,
SARs, PRSUs, etc.)

Other payments, which includes Joining / Sign on Bonus, Severance
package, Deferred Incentive Plans, etc.
Further, the employees have been broadly classified into following
categories:
(i) Category I – Comprising Managing Director & CEO and
Whole-time Directors (WTDs) (ii) Category II – Material Risk Takers (MRTs):
These include employees (excluding employees under Category III) whose
actions may have material impact on the risk exposures of the Bank and who satisfy both
qualitative and quantitative criteria, as given below:
a) Qualitative Criteria: Employees in Grade M10 and above; Business and
Function Heads in reporting hierarchy up to two levels below Managing Director & CEO.
b) Quantitative Criteria: Fixed Cost To Company (FCTC) is RS. 1.5 crore
p.a. and above. 
This excludes employees under Category III.
(iii) Category III – Risk control and compliance employees,
comprising staff in Grade M10 and above in the following Control functions:

Risk & Policy function

Financial Control including group consolidation

Compliance

Internal Audit

Back-office Operations

Vigilance

Legal

Secretarial

Human Resources

Corporate Social Responsibility
(iv) Category IV: Other employees - This includes all employees, not
explicitly covered in the first three categories.
The limits on the ratio of total Variable Pay (including Cash or Non
Cash Pay) to Fixed Pay and the limits on the ratio of Cash v/s Non Cash within Variable
Pay, are outlined for each category of employee classification. Further, Malus and
Clawback clauses are applicable as per the Compensation Policy.
The NRC and the Board of the Bank have reviewed and approved all the
amendments to the said Compensation Policy.

DISCLOSURES PURSUANT TO RULE 6 OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, _ y
The disclosures pursuant to Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report. 

MEETINGS OF THE BOARD / COMMITTEES 
During FY 2024-25, fourteen meetings of the Board of Directors were
held. The details of Board and Committee meetings held during the year, attendance of
Directors at the Board and Committee meetings and constitution of various Committees of
the Board are provided separately in the Report on Corporate Governance, annexed to this
Report.

DIRECTORS? RESPONSIBILITY STATEMENT
Your Directors, based on the representations received from the
operating management, confirm in pursuance of Sections 134(3) and 134(5) of the Act, that:
(i) your Bank has, in the preparation of the annual accounts for the
financial year ended 31st March, 2025, followed the applicable accounting standards and
guidance provided by the Institute of Chartered Accountants of India along with proper
explanations relating to material departures, if any; 
(ii) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your Bank as at 31st March, 2025 and
of the profit of your Bank for the financial year ended 31st March, 2025; 
(iii) they have taken proper and sufficient care to the best of their
knowledge and ability, for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of your Bank and for preventing
and detecting fraud and other irregularities; 
(iv) the annual accounts have been prepared on a going concern basis; 
(v) they have laid down internal financial controls to be followed by
the Bank and that such internal financial controls are adequate and are operating
effectively; and 
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.

REPORT ON CORPORATE GOVERNANCE
The Bank is committed to achieving and adhering to the highest
standards of Corporate Governance and constantly benchmarks itself with best practices, in
this regard.
Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate
section titled ‘Report on Corporate Governance? has been annexed to this Report
along with the certificate issued by the Secretarial Auditor of the Bank confirming
compliance with the mandatory requirements relating to Corporate Governance under the SEBI
Listing Regulations. The Report on Corporate Governance also contains certain disclosures
required under the Act, including the details of the Board meetings held during the
financial year ended 31st March, 2025.
The Bank also files with the Stock Exchanges, the Report on Corporate
Governance in terms of Regulation 27(2) of the SEBI Listing Regulations on a quarterly,
half yearly and annual basis. The said Reports are available on the Bank?s website
viz., URL:
https://www.kotak.com/content/kotakcl/en/investor-relations/governance/sebi-listing-disclosures.html

ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Bank is available on the Bank?s website viz., URL:
https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html

SECRETARIAL STANDARDS
Your Bank is in compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Act for FY 2024-25. 

SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of your Bank, had appointed Rupal D. Jhaveri, Practising Company Secretary, a peer
reviewed proprietorship firm, to act as the Secretarial Auditor of the Bank for FY
2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025, as
required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations,
is annexed to this Report. The Secretarial Auditor?s Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
Kotak Mahindra Life Insurance Company Limited ("KLI"), your
Bank?s material unlisted subsidiary, has completed its secretarial audit and there
are no qualifications, reservations, adverse remarks or disclaimers made in the
Secretarial Audit Report of KLI for the financial year ended 31st March, 2025. The
said Secretarial Audit Report of KLI is also annexed to this Report.
In terms of the provisions of the SEBI Listing Regulations, your Bank
has submitted the Annual Secretarial Compliance Report for FY 2024-25 to the Stock
Exchanges within the prescribed time and the same is available on websites of BSE
(www.bseindia.com), NSE (www.nseindia.com) and on the Bank?s website viz., URL:
https://www.kotak.com/content/kotakcl/en/investor-relations/governance/sebi-listing-disclosures.html
In compliance with Regulation 24A of the SEBI Listing Regulations and
Section 204 of the Act, the Board has, at its meeting held on 31st May, 2025 approved the
appointment of Parikh & Associates, Practising Company Secretaries, a peer reviewed
firm (Firm Registration No. P1988MRS.009800) as Secretarial Auditors of the Bank for a
term of five consecutive years commencing from FY 2025-26 upto FY 2029-30, subject to the
approval of the members at the ensuing AGM. Accordingly, the approval of members of the
Bank is being sought for the said appointment, at the ensuing Fortieth AGM.

STATUTORY AUDITORS
Pursuant to the Bank?s Policy on appointment of Statutory Auditors
("Statutory Auditors Policy") and the Circular No. DoS.CO.ARG/
SEC.01/08.91.001/2021-22 dated 27th April, 2021 issued by RBI ("RBI Circular" /
"Guidelines"), prescribing the guidelines for Appointment of Statutory Auditors
(SAs) and in accordance with the requirements of Section 139 of the Act, read with
Companies (Audit and Auditors) Rules, 2014, KKC & Associates LLP, Chartered
Accountants (Firm Registration No: 105146W/W100621) ("KKC") and M/s. Deloitte
Haskins & Sells, Chartered Accountants (Firm Registration No: 117365W)
("Deloitte"), are the Joint Statutory Auditors of the Bank.
The term of KKC, as one of the Joint Statutory Auditors of the Bank,
expires at the conclusion of the ensuing Fortieth AGM of the Bank and the Bank is required
to appoint a second Joint Statutory Auditor in place of KKC, pursuant to the above
mentioned RBI Circular and Statutory Auditors Policy.
In this regard, based on a review of the profile, including the size,
experience and area of specialisation and recommendation of the Audit Committee and the
approval of RBI, the Board has, on 28th June, 2025, inter alia, approved and
recommended for the approval of the members, the appointment of M M Nissim & Co LLP,
Chartered Accountants (Firm Registration No: 107122W/W100672) ("Nissim"), as the
second Joint Statutory Auditor of the Bank, to hold office from the conclusion of the
Fortieth AGM until the conclusion of the Forty-third AGM of the Bank, for the purpose of
the audit of the Bank?s standalone and consolidated financial statements from FY
2025-26 to FY 2027-28.
Nissim has consented to act as one of the Joint Statutory Auditors of
the Bank and have intimated that such appointment would be in accordance with the
conditions prescribed in Section 139 of the Act and have also confirmed their eligibility
to be appointed as Statutory Auditors, in terms of Section 141 of the Act, applicable
rules thereunder and RBI Guidelines. The approval of members of the Bank is, accordingly,
being sought for the appointment of Nissim as one of the Joint Statutory Auditors, at the
ensuing Fortieth AGM.
As per the applicable provisions of law, including RBI Circular /
Guidelines and the BR Act, the appointment of Joint Statutory Auditors would be subject to
the approval of the RBI, every year.
At the Thirty-Ninth AGM of the Bank, the members had approved an
overall audit remuneration / fee not exceeding RS. 41,000,000/- (Rupees Four Crore Ten
Lakh only), to the Joint Statutory Auditors of the Bank for the time being in office for
the audit / review of financials, as the case may be, in respect of FY 2024-25, in
addition to any out of pocket expenses, outlays and taxes, as applicable.
Further, based on the recommendation of the Audit Committee, the Board
approved an overall annual remuneration / fee of an amount not exceeding RS. 50,000,000
(Rupees Five Crore only), in addition to any out of pocket expenses, outlays and taxes, as
applicable, to the Joint Statutory Auditors for the time being in office, for the audit /
review of financials, as the case may be, in respect of FY 2025-26, to be mutually agreed
between the Bank and both the Joint Statutory Auditors, depending on the scope of work
undertaken by each of them, subject to the approval of the members of the Bank.
The approval of members of the Bank is, accordingly, being sought
pursuant to the provisions of Section 142 and other applicable provisions, if any, of the
Act and the relevant rules thereunder and pursuant to Section 30 of the BR Act and RBI
Circular for fixing the remuneration of the Joint Statutory Auditors for FY 2025-26, at
the ensuing Fortieth AGM.
As required under Regulation 33(1)(d) of the SEBI Listing Regulations,
the Joint Statutory Auditors have confirmed that they have subjected themselves to the
peer review process of the Institute of Chartered Accountants of India ("ICAI")
and that they hold a valid certificate issued by the Peer Review Board of ICAI.
There are no qualifications, reservations or adverse remarks or
disclaimers on the Financial Statements and Internal Control over Financial Reporting made
by Deloitte and KKC in the Statutory Auditors? Report for FY 2024-25.

INTERNAL FINANCIAL CONTROL
The Board of Directors confirm that your Bank has laid down set of
standards, processes and structure which enables it to implement internal financial
controls across the organisation with reference to financial statements and that such
controls are adequate and are operating effectively. Controls are reviewed / revisited /
updated / deleted each year for change in processes / organisational changes / product
changes, etc. Testing is done for all the controls with the help of an independent firm of
Chartered Accountants, on behalf of Management, who confirm to the Audit Committee of the
Bank, the existence and operating effectiveness of controls over financial reporting.
During the year under review, no material or serious observations were observed for
inefficiency or inadequacy of such controls.

IMPLMENTATION OF IND AS
The Ministry of Finance, Government of India, had vide its press
release dated 18th January, 2016, outlined the roadmap for implementation of International
Financial Reporting Standards ("IFRS") converged Indian Accounting Standards
("Ind AS") for Scheduled Commercial Bank (excluding RRBs), Non-Banking Financial
Companies and Insurance companies. RBI, vide its circular dated 22nd March, 2019,
deferred the implementation of Ind AS for Scheduled Commercial Banks ("SCB")
till further notice, pending the consideration of some recommended legislative amendments
by the Government of India. The RBI has not issued any further notification on
implementation of Ind AS for SCBs.
The Bank has formed Steering Committee for Ind AS implementation. The
Steering Committee headed by the Deputy Managing Director comprises representatives from
Finance, Risk, Information Technology and Treasury. The Committee closely reviews progress
of Ind AS implementation in the Bank and provides guidance on critical aspects of the
implementation. Further, there may be new regulatory guidelines and clarifications for Ind
AS application, which the Bank will need to suitably incorporate in its implementation.
The Bank prepares Proforma Ind AS Financial statements on a half yearly basis and submits
to RBI.

RELATED PARTY TRANSACTIONS
During the year, your Bank has not entered into any materially
significant transaction with its related parties, which could lead to a potential conflict
of interest between the Bank and these parties. All the related party transactions that
were entered into during the year were on an arm?s length basis and in the ordinary
course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, there are no related party transactions to be
reported under Section 188(1) of the Act and disclosure in Form AOC-2 is not applicable to
the Bank.
The Bank has a Board approved ‘Policy on dealing with Related
Party Transactions?. The same is available on the Bank?s website viz.,
URL: https://www.kotak.com/en/investor-relations/governance/policies.html 
All related party transactions are placed before the Audit Committee
for its review and approval on a quarterly basis. Omnibus approval of the Audit Committee
is obtained for the related party transactions, which are repetitive in nature. Further,
during the financial year, the Bank had engaged the services of an external professional
firm for verification of the related party transactions, their disclosures and for
validation of the process followed by the Bank. 
Members may refer to Note 7 of Schedule 18B – Notes to Accounts of
the Standalone Financial Statement (Other Disclosures) and Note 22 of Schedule 17 - Notes
to Accounts of the Consolidated Financial Statement of your Bank, which sets out related
party disclosures pursuant to Accounting Standards AS-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Act except sub-section (1), do not
apply to loans made, guarantees given and securities provided by a banking company in the
ordinary course of its business and are exempted from the disclosure requirement under
Section 134 (3)(g) of the Act.
The particulars of investments made by the Bank are disclosed in
Schedule 8 of the Financial Statements.

RISK MANAGEMENT POLICY
Pursuant to Regulation 21 of the SEBI Listing Regulations, your Bank
has a Risk Management Committee, details of which can be referred to in the Report on
Corporate Governance, annexed to this Report. While Risk Management is the responsibility
of the Board of Directors, it has delegated its powers relating to monitoring and
reviewing risks associated with the Bank to the Risk Management Committee. Your Bank has a
robust Risk Management Framework and has also adopted a Group Enterprise-wide Risk
Management framework supported by appropriate policies and processes for management of
Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other risks.
Details of identification, assessment, mitigations, monitoring and the management of these
risks are mentioned in the Management?s Discussion and Analysis Report, annexed to
this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Bank has undertaken various initiatives for the conservation of
energy. Details of the same are available in the BRSR section of the Integrated Annual
Report for FY 2024-25 and is also available on the Bank?s website viz., URL:
https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html
The Bank has used information technology extensively in its operations
as detailed in the para on ‘Technology and Digitisation?.
Foreign Exchange earnings and outgo are part of the normal banking
business of your Bank.

REPORTING OF FRAUDS BY AUDITORS
During FY 2024-25, no instances of fraud committed in the Bank, by its
officers or employees were reported by the Joint Statutory Auditors and Secretarial
Auditor under Section 143(12) of the Act, to the Audit Committee or the Board of Directors
of the Bank. 

MAINTENANCE OF COST RECORDS
Being a banking company, your Bank is not required to maintain cost
records as specified by the Central Government under Section 148(1) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS IN FUTURE
During the year under review, no significant and / or material order
was passed by any regulatory authority or Court or Tribunal against the Bank, which could
impact the going concern status or its future operations.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
BANK
There have been no material changes and commitments which affected the
financial position of your Bank, between the end of the financial year to which the
financial statements relate and upto the date of this Report.

DESPATCH OF ANNUAL REPORT
Pursuant to the General Circular No. 9 / 2024 dated 19th September,
2024 read together with General Circular No. 14 / 2020 dated 8th April, 2020, General
Circular No. 17 / 2020 dated 13th April, 2020 and General Circular No. 20 / 2020 dated 5th
May, 2020 ("MCA Circulars"), the Integrated Annual Report for FY 2024-25 will be
sent by e-mail to those members who have registered their e-mail address with the Bank /
its Registrar and Share Transfer Agent / respective Depository Participants, as the case
may be. A letter providing the QR Code and the web-link, giving the exact path, where
complete details of the Integrated Annual Report 2024-25 is available, will be sent to
those members, who have not registered their e-mail address. Members who wish to have a
physical copy, may write to the Company Secretary of the Bank at
KotakBank.Secretarial@kotak.com or submit a written request to the Registered Office of
the Bank. The Integrated Annual Report of your Bank and the Annual Reports of your
Bank?s subsidiaries, are available on the Bank?s website viz., URL:
https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html

ANNEXURES
The following statements / reports / certificates are annexed to the
Directors? Report:
(i) Annual Report on Corporate Social Responsibility Activities of the
Bank for the financial year ended 31st March, 2025. (ii) Disclosures pursuant to Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (iii)
Secretarial Audit Report of the Bank, pursuant to Section 204 of the Act and Regulation
24A of the SEBI Listing Regulations.
(iv) Secretarial Audit Report of Kotak Mahindra Life Insurance Company
Limited, a material subsidiary of the Bank, pursuant to Regulation 24A of the SEBI
Listing Regulations.
(v) Report on Corporate Governance pursuant to Schedule V Part C of the
SEBI Listing Regulations along with Certificate from the Secretarial Auditor regarding
compliance of conditions of Corporate Governance as stipulated in Schedule V Part E of the
SEBI Listing Regulations.
(vi) Management?s Discussion and Analysis Report pursuant to
Schedule V Part B of the SEBI Listing Regulations.

ACKNOWLEDGEMENT
Your Directors would like to place on record their gratitude for the
valuable guidance and support received from the RBI, MCA, SEBI, Stock Exchanges,
Insurance Regulatory and Development Authority of India and other Government and
Regulatory agencies. Your Directors acknowledge the continued support of the members and
also wish to place on record their appreciation for employees for their commendable
efforts, commitment, teamwork and professionalism.