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Kotak Mahindra Bank Ltd.

BSE: 500247 Sector: Financials
NSE: KOTAKBANK ISIN Code: INE237A01028
BSE 00:00 | 26 Nov 1962.95 -72.05
(-3.54%)
OPEN

2014.00

HIGH

2014.00

LOW

1955.00

NSE 00:00 | 26 Nov 1964.30 -70.80
(-3.48%)
OPEN

2002.00

HIGH

2007.00

LOW

1955.10

OPEN 2014.00
PREVIOUS CLOSE 2035.00
VOLUME 39454
52-Week high 2252.45
52-Week low 1627.25
P/E 54.00
Mkt Cap.(Rs cr) 389,304
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2014.00
CLOSE 2035.00
VOLUME 39454
52-Week high 2252.45
52-Week low 1627.25
P/E 54.00
Mkt Cap.(Rs cr) 389,304
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kotak Mahindra Bank Ltd. (KOTAKBANK) - Director Report

Company director report

To the Members

KOTAK MAHINDRA BANK LIMITED

Your Directors have pleasure in presenting the Thirty Sixth Annual Report of KotakMahindra Bank Limited ("Bank") together with the audited Financial Statementsfor the fi nancial year ("FY") ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(A) Kotak Mahindra Bank Limited – Consolidated Financial Highlights *:

FY 2020-21 FY 2019-20
Total income 56814.77 50365.74
Total expenditure excluding provisions and contingencies 40386.74 36385.84
Operating Profi t 16428.03 13979.90
Provisions and contingencies excluding provision for tax 3259.69 2558.10
Profi t Before Tax 13168.34 11421.80
Provision for taxes 3265.44 2814.72
Profi t After Tax 9902.90 8607.08
Add: Share in profi t of Associates 87.30 (13.72)
Consolidated profi t for the Group 9990.20 8593.36
Earnings per equity share:
Basic (`) 50.53 44.73
Diluted (`) 50.49 44.68

(B) Kotak Mahindra Bank Limited – Standalone Financial Highlights:

FY 2020-21 FY 2019-20
Total Income 32299.47 32301.72
Total expenditure excluding provisions and contingencies 20084.76 22280.89
Operating Profi t 12214.71 10020.83
Provisions and contingencies excluding tax provisions 2911.72 2216.16
Profi t Before Tax 9302.99 7804.67
Provision for taxes 2338.15 1857.49
Profi t After Tax 6964.84 5947.18
Add: Surplus brought forward from the previous year 20511.81 16919.29
Amount available for appropriation 27476.65 22866.47
Appropriations:
Statutory Reserve under Section 17 of the Banking Regulation Act 1949 1741.21 1486.80
Transfer to Investment Reserve Account - (31.06)
Transfer to Capital Reserve 14.50 114.84
Transfer to Special Reserve 110.00 80.00
Transfer to Investment Fluctuation Reserve Account 820.66 483.13
Transfer to Fraud Provision - (1.40)
Dividend Paid ** 40.50 193.26
Corporate Dividend Tax - 29.09
Surplus carried to Balance Sheet 24749.78 20511.81

 

Notes:

* The Financial Statements of the subsidiaries and associates used for preparation ofthe consolidated fi nancial statements are in accordance with the Generally AcceptedAccounting Principles in India ("GAAP") specifi ed under Section 133 andrelevant provisions of the Companies Act 2013. The fi nancial statements of Indiansubsidiaries (excluding insurance companies) and associates are prepared as per IndianAccounting Standards in accordance with the Companies (Indian Accounting Standards) Rules2015.

** The Bank has paid interim dividend at the rate of Rs.0.405 per share on thePerpetual Non-Cumulative Preference Share ("Preference Shares") for FY 2020-21(Previous Year: Rs.0.405 per share) to all Preference Shareholders whose namesappeared in the Register of Members / Benefi cial holders list on the book closure date of19th March 2021. As per the requirements of revised AS 4 –‘Contingencies and Events Occurring After the Balance Sheet Date' this payout hasbeen appropriated from the amount available for appropriation in the year of pay-out.Further the Reserve Bank of India ("RBI") vide its circular dated 22ndApril 2021 has allowed banks to pay dividend on equity shares from the profi ts for FY2020 -21 subject to the quantum of dividend being not more than 50% of the amountdetermined as per the dividend payout ratio prescribed in the RBI circular dated 4thMay 2005 and subject to the banks complying with the criteria laid down in the saidcircular. As per the above RBI circular the Bank has complied with all the criteria andthe Board of Directors of the Bank have proposed a dividend of Rs.0.90 per share(Face Value Rs.5/-) for FY 2020-21.

FINANCIAL PERFORMANCE

On a Standalone basis Profit After Tax of the Bank was Rs.6964.80 crore in FY 2020-21compared to Rs.5947.20 crore in FY 2019-20. Net Interest Income ("NII") of theBank for FY 2020-21 was Rs.15339.60 crore as against Rs.13499.70 crore in FY 2019-20.

The consolidated Profit after Tax was Rs.9990.20 crore in FY 2020-21 compared toRs.8593.36 crore in FY 2019-20. Further the Group had Capital and Reserves ofRs.84836.45 crore as on 31st March 2021 (Rs.67134.12 crore as on 31stMarch 2020) and Net worth of Rs.84336.45 crore as on 31st March 2021(Rs.66634.12 crore as on 31st March 2020). The book value per Equity Sharewas at Rs.425.55 as on 31st March 2021 (Rs.348.32 as on 31st March2020).

Further details on the financial performance of your Bank are available in theManagement Discussion and Analysis Report.

CAPITAL

During the year pursuant to the approval granted by the Board of Directors of the Bankon 22nd April 2020 and the approval of the equity shareholders by way ofPostal Ballot on 25th May 2020 your Bank undertook a Qualified InstitutionalPlacement. The object of the issuance was to augment the Bank's capital base and tostrengthen its Balance Sheet which would assist the Bank in dealing with contingencies orfinancing business opportunities (which may either be organic or inorganic or both) whichmay arise pursuant to the economic events driven by the outbreak of COVID-19 pandemic orotherwise. Subsequently on 30th May 2020 your Bank allotted 65000000equity shares of the face value of Rs.5 each at an issue price of Rs.1145 per equityshare thereby raising

Rs.74425000000. Further your Bank allotted 3797330 equity shares arising out ofthe exercise of Employees Stock Options granted to the Whole-time Directors and employeesof your Bank and its subsidiaries.

Post allotment of the aforesaid equity shares the issued subscribed and paid-up sharecapital of the Bank as at 31st March 2021 stood at Rs.14909178340comprising 1981835668 equity shares of Rs.5 each and 1000000000 preference sharesof Rs.5 each.

DIVIDEND

The Directors have recommended a dividend of Rs.0.90 per Equity Share for FY 2020-21.In the previous year the Reserve Bank of India ("RBI") had vide its circulardated 17th April 2020 directed all banks to not make any further dividendpayouts from profits pertaining to FY 2019-20 until further instructions. Accordinglyyour Bank did not declare dividend on equity shares for the financial year ended 31stMarch 2020.

The dividend for FY 2020-21 if approved by the Members would entail a payout ofRs.178.44 crore based on the number of equity shares as at 30th June 2021.The Dividend would be paid to all the equity shareholders whose names would appear in theRegister of Members / Beneficial holders list on the Record Date. Further the Board ofDirectors of the Bank at its meeting held on 12th March 2021 declared aninterim dividend on Perpetual Non-Cumulative Preference Shares ("PNCPS") of theface value of Rs.5 each issued by the Bank carrying a dividend rate of 8.10% on pro-ratabasis in respect of FY 2020 -21 as per the terms of issuance of PNCPS. This has entaileda payout of Rs.40.50 crore (Previous Year: Rs.40.50 crore). The Members are requested toconfirm the payment of the aforesaid interim dividend on PNCPS at the ensuing AnnualGeneral Meeting.

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India ("SEBI") (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") and as reviewed andadopted by the Board of Directors of the Bank is available on the Bank's website viz.URL: https://www.kotak.com/en/investor-relations/governance/policies.html.

DEBENTURES

During the year your Bank has not issued any capital under Tier II.

As on 31st March 2021 outstanding Unsecured Redeemable Non- ConvertibleSubordinated Debt Bonds ("Bonds") aggregated Rs.456 crore. These Bonds have beenissued on a private placement basis and are listed on the BSE Limited and the NationalStock Exchange of India Limited.

CAPITAL ADEQUACY RATIO

Your Bank has a Capital Adequacy Ratio ("CAR") under Basel III as at 31stMarch 2021 of 22.26% with Tier I being 21.38% as against the regulatory requirement of11.5%.

RATINGS OF VARIOUS DEBT INSTRUMENTS

The details of all credit ratings obtained by the Bank for various securitiesoutstanding as at 31st March 2021 are disclosed in the Report on CorporateGovernance forming part of this report.

DEPOSITS

Being a banking company the disclosures required under Rule 8(5)(v) and (vi) of theCompanies (Accounts) Rules 2014 read with Sections 73 and 74 of the Companies Act 2013are not applicable to your Bank.

OPERATIONS

We organise our principal banking business activities into the following business unitsviz. Consumer Banking Commercial Banking Corporate Banking Treasury and Other FinancialServices. The Consumer Commercial and Corporate Banking businesses correspond to the keycustomer segments of our Bank. The Treasury offers specialised products and services tothese customer segments and also undertakes Asset Liability Management as well asProprietary Trading for the Bank.

In addition to our banking activities our Group offers a significant array of otherfinancial products and services as well which we operate through our subsidiaries. Theseproducts and services include Banking Financing through Non Banking Financial Companies("NBFCs") Asset Management Insurance Broking Investment Banking WealthManagement and Asset Reconstruction.

Consumer Banking

The Consumer Bank business services a customer base covering a wide spectrum acrossdomestic individuals and households non-residents small and medium business segments fora range of products from basic Savings and Current Accounts to Term Deposits CreditCards Unsecured and Secured Loans Working Capital and Investment Advisory.

As of 31st March 2021 your Bank had 1604 branches and 2598 ATMscovering 781 locations. Due to the unprecedented circumstances linked to the COVID-19pandemic and the extended lockdown situation network expansion plans had to be deferred.

In a year unlike any before your Bank continued to roll out several initiatives aimedat offering a superior and differentiated customer experience. With the year starting withCOVID-19 pandemic your Bank rolled out initiatives to make banking convenient easy andsecure for its customers including through its Digital channels Mobile and Net Banking.While your Bank launched a "Zero-Contact Video KYC Savings Account" many otherinitiatives were taken to make banking convenient in these times. Your Bank launched– "Bank from Home" campaign – which brought deals on various essentialitems to its customers through alliance partners– right from Daily Newspaper toFitness at Home from deals on Over The Top to exclusively curated offers on Up-skillingand Education. Your Bank has also supported its customers to transact in contact-lessmanner through its offerings like "Scan n Pay"- Cardless Cash withdrawals. YourBank has tied up with partners to offer grocery services by integrating links via MobileApp – Kay Mall. Your Bank had organised various campaigns to make its customers awareof the fraudulent transactions and measures to avoid falling prey to fraudsters. Furtherfor Retail as well as Corporate Salary customers your Bank has enabled multipletransactions and service request via Digital channels thereby avoiding the customer'sneed to step out and take undue risks. The Privy League Program of your Bank offering forthe High Net worth Banking was extended to its Asset Customers. Under this High Net worthAsset Customers were offered exclusive Privy League Membership to build holisticrelationship with the Bank. Another feature offered for the Privy League Programmecustomers was Konnect2RM a missed call service – enabling customers to connect withtheir Relationship Managers by giving a missed call. This has ensured customers one moreway to access the Bank in these testing times.

Your Bank had launched Self On-boarding Digital Kits – for the employees ofcorporates whereby using the Quick Response interface customers can complete theaccount set up journey in a Do It Yourself ("DIY") mode.

"DigiSign" an end to end eSignature and eStamping of documents wasintroduced by your Bank. This solution helped the Bank to send all required documents tothe customer electronically and get the same e-signed and stamped by the customer. Thisbrings speed reduces customer physical touch points and helps to seamlessly process thedocumentation for lending.

Your Bank has implemented automation of Valuation systems which enables end to endautomated process for property valuation. It works as a repository of properties andprovides Property Information Report to the Management along with the benchmark reports.

Some of the initiatives on ease of availing service from the Bank included enhancingthe range of transactions that can be effected via Digital Channels like updation ofaddress change of home branch integration of deliverable tracking system with the chatbot which has generated 55 lakh enquiries in the year. In addition for customerconvenience at frontline your Bank was accorded the IDC Information Visionary award forinnovation in Cognitive machine reading solution for corporate banking funds transferautomation which has helped in speed and accuracy. The Robotics Process Automation hasalso assisted to process approximately 8.5 lakh requests in FY 2020-21.

Your Bank has also launched a dedicated toll-free number from United Arab Emirates("UAE") to cater to its large Non Resident customer base. With this additionyour Bank now offers toll-free service to its Non-Resident Indian customers from theUnited States of America Canada United Kingdom Singapore Hong Kong Australia and UAE.In line with your Bank's overall strategy to enhance the customer experience of its NonResident Indian ("NRI") clients your Bank had launched a service for its NRIcustomers that enables them to interact with a Customer Service Representative 24x7without having to go through the Interactive Voice Response menu options. This hassignificantly reduced the wait time for NRI customers to speak to the Bank'srepresentative.

Kotak Junior our banking program for children aged below 18 tied up with CampaignGratitude to provide a unique opportunity for children to set up their own fundraiser andstart raising funds for the cause of COVID-19 relief by reaching out to their familyfriends school mates and relatives. In few steps on the Campaign Gratitude websitechildren could set up their own fundraiser and select any one of the 3 partner NGOs -Sneha Foundation Concern India Foundation or Pride India they wished to support. Todouble the impact of their fundraising Kotak matched the total amount raised enablingJuniors to make an impact. Kotak Silk our banking program designed especially for womenbelieves financial independence is the true independence for women. This InternationalWomen's Day (8th March 2021) Silk launched its campaign #SheIsTheChange tofinancially empower women. The initiative included launch of its dedicated digitalplatform https://www.silkmoneymatters.com created to enhance financial knowledge amongwomen and empower them towards managing finances and investments. A series of interactivewebinars by experts on different aspects of financial management were also organized forall women customers. Under the Corporate Salary segment your bank has launched anexclusive account for the public sector Government bodies and Armed Force - SalaryAccount for Public Services. The account comes with a host of benefits designedspecifically to cater to the needs of this segment like Lifetime Free Zero Balance account– customers can enjoy benefits even after retirement complimentary insurance coversfor Personal Accident death partial / permanent disability education benefit todependent child Family banking Investment account Loans and Cards etc.

Your Bank signed a Memorandum of Understanding with the Indian Army with an exclusiveoffer for the "Heroes of our country". Your Bank launched Kotak UNI Account forstudents pursuing professional courses from premier institutes. Every year large numberof students graduate from various Universities / Institutes and join Corporate India. Withthis offering your Bank intends to co-create with the universities to ensure that theworkforce entering Corporate India is not just skilled but also financial prudent. Thisprogram offers facilities such as Digital Banking with 180+ features on Kotak MobileBanking App Pay or recharge phone DTH or any bill Scan and Pay facility forcontactless and cash free payments Dream Different Credit Card benefits from curatedbrand offers and exciting deals. Most importantly this program offers strong financialliteracy through webinars/ seminars.

Your Bank continued to ramp up 811 acquisition numbers this year. Your Bank launchedZero-Contact Video Know Your Customer ("KYC") based Saving account on 18thMay 2020 during the peak of the pandemic when a face to face meeting was difficult. Thistechnology helps to complete the KYC process of a new customer without meeting thecustomer in person. This enables seamless and quick process of KYC and provides betterexperience to the customer. To extend the 811 brand your Bank launched 811 Dreamdifferent Credit Card which was backed by Fixed Deposit and thus available for all. Thiswas an offering for millennials and people with no bureau score to help get their firstcredit card and build credit history.

Your Bank continues to actively participate in various Financial Inclusion initiatives.During the year your Bank was instrumental in the credit and distribution of COVID-19subsidy package offered to Women Jan Dhan Account Holders under the Pradhan Mantri GaribKalyan Yojana. Under this scheme an Ex-gratia payment of Rs.500 was credited anddistributed to women Jan Dhan account holders for three months starting from April 2020.Further your Bank has actively participated in the PM Street Vendor's AtmaNirbhar NidhiScheme thereby offering loans upto Rs.10000 to meet the urgent need of working capital tostreet vendors to resume their business impact of the COVID-19 pandemic.

Your Bank has collaborated with multiple Corporate Business Correspondents and operateswith more than 300 customer service points across Chhattisgarh Karnataka Tamil NaduAndhra Pradesh and Telangana offering banking services and Mahatma Gandhi National RuralEmployment Guarantee Act payments to Beneficiaries. To enhance its reach and to buildcustomer convenience your Bank has successfully set up over 160 Aadhaar Enrolment Centresin its branch premises and surpassed the transaction volume mandated by UniqueIdentification Authority of India. In Insurance products at the height of the pandemicyour Bank created digital DIY solutions so that the customer could avail Insurance Plansseamlessly without the need of physical meetings and visits to our Branches. Your Bank wasone of the first few banks to enable Sovereign Gold bonds on Mobile Banking and NetBanking platforms to its customers (Trust and HUF) along with Retail customers.

Your Bank has taken a significant leap in digital initiatives during FY 2020-21. YourBank is among the early Banks in the industry to offer National Pension System("NPS") on Mobile Platform. Your Bank has started offering NPS accounts on itswebsite wherein both your Bank's customers and other banks customers can open an instantand paperless NPS account with eSign options. Your Bank has integrated with the NationalSecurities Depository Limited website for this seamless journey.

Consumer Assets

FY 2020-21 was a challenging period on the Consumer Assets side business with twophases of Moratorium Emergency Credit Line Guarantee Scheme ("ECLGS")Restructuring in-line with regulatory guidelines on account of COVID-19. However yourBank was able to meet these challenges effectively and business volumes started picking upfrom the second half of FY 2020-21.

During FY 2020-21 the Home Loan business was a key focus area and taking leadershipposition on interest rates your Bank was able to significantly ramp up the businessvolumes. The Home Loan business showed a positive growth on volumes despite of almostnegligible business in the first half of the FY 2020-21. Further your Bank has launchedfour new Credit Card products namely White Zen Mojo 811 Secured in FY 2020-21. Thesenew cards have benchmarked against the best card propositions in the industry and havehelped to significantly reposition your Bank's cards offering in the market. The ConsumerFinance ("CF") business continued to grow from strength to strength and in themonth of March 2021 your Bank saw the best volumes ever in the CF business.

Commercial Banking

Your Bank's Commercial Banking business focuses on meeting the banking and financialneeds of various segments. The business has specialised units which offer financialsolutions in the areas of Commercial Vehicles Construction Equipment ("CE")Tractor and Agriculture Business. It services the priority sector by providing finance forTractor Crop Loans to small enterprises and for Allied Agricultural Activities. Thisbusiness plays a significant role in meeting financial inclusion goals and financing deepinto ‘Bharat'.

The Construction Equipment industry which was 24% down in FY 2019-20 has reporteddecent growth in FY 2020-21. With initial hiccups the overall industry withered the stormof the COVID-19 pandemic and the sector proved to be highly responsible for propellingIndia's overall development. It enjoys intense focus from Government and plans to spendUS$ 1.4 trillion on infrastructure during FYs 2019-23 to have a sustainable development.Infra sectors such as roads power bridges dams water supply irrigation railways andurban infrastructure development are showing significant growth and order flow forcontractors. Overall cash flow of contractors/ infra companies_which are working forCentral Government and its bodies have been good. The overall delinquencies in CEbusiness are showing sign of improvement month on month.

Your Bank's Commercial Vehicle ("CV") business witnessed a drop indisbursement level in line with decline in CV industry numbers. The decline is primarilydue to the impact of pandemic and the subsequent lock down. The Passenger segmentcomprising staff/ school bus transportation tour and travel and public transportoperation has been impacted the most. The overall delinquency percentage of the CVportfolio has increased.

Under Agri Business the Agro and food processing segments were benefitted by theirstatus of being in the essential services and hence having a limited impact due to thelockdowns. The supportive Government schemes ensured enhanced liquidity to these segmentsduring a period of lengthening receivables due to COVID-19 lockdowns. The segment sawsignificant demand rise for Term Loans for capacity expansion and stocking given theenhanced demand for commodities.

Further FY 2020-21 saw one of the best monsoon seasons with the widest spread of rainsacross geographies and for the most effective period of time. The farmers therefore wereassured of a bumper Rabi output. This also ensured stability in prices of commoditieswhich improved margins for processors. There was also increased demand in the logisticspart of the Agri chain by way of loans for new warehouse / cold storage constructionpledge facilities packaging units and for grading of agro commodities. The stress onportfolio quality was lesser due to the COVID-19 crisis.

In case of Microfinance Institutions ("MFIs") despite the moratoriumannounced the segment saw improving repayments from their retail borrowers for much ofthe year and the collection efficiency had improved to over 95% by the end of thefinancial year. The segment however was impacted by the lockdown period of curtailedmobility and saw a flat portfolio growth rate. However the inflow of equity funding toMFIs ample liquidity and improving collections ensured that the overall credit losseswere contained.

During FY 2020-21 Tractor industry has shown high growth of 26.9% based on strongdemand of tractors mainly due to timely and adequate monsoon and support of commodityprices. Your Bank's Tractor Financing business has grown in line with the Industry. Thereis a marginal impact on portfolio performance due to loan moratorium and COVID-19 impacton cash flows of farmers due to lockdowns and other restrictions.

Your Bank has Crop Loan business presence in Punjab Haryana and Western states ofIndia. Portfolio quality in western markets is stable however Punjab has witnessed highnegative impact due to Kissan Union agitation in spite of good monsoon and better yields.

Corporate Banking

Your Bank's Corporate Banking business caters to a wide range of corporate customersegments including major Indian corporates conglomerates financial institutions publicsector undertakings multinational companies small and medium enterprises and realtybusinesses.

This business offers a comprehensive portfolio of products and services to thesecustomers including working capital finance medium term finance trade finance foreignexchange services other transaction banking services custody services debt capitalmarkets and treasury services. The core focus of this business has been to deepen existingrelationships and acquire new quality customers on a consistent basis deliveringcustomised solutions through efficient technology platforms backed by high qualityservice. Your Bank also aims to secure value addition through the cross-selling of variedproducts and services. The year for the Corporate Bank can be best characterised as a‘Tale of Two Halves'. The business witnessed significant headwinds during the firsthalf of the year from COVID-19 related economic disruptions which compounded the economicslowdown that was already visible across sectors. As your Bank navigated those uncertaintimes as a prudent risk measure your Bank was conservative in its exposures. Theslowdown in economic activity also impacted working capital utilisations and overalladvances were muted during the first half of the year. However as the country emergedfrom the first COVID-19 wave Corporate India turned out to be more resilient than earlierenvisaged. Strong capital markets both debt and equity helped corporates raise fundsthat ensured that leverage remained at comfortable levels on company balance sheets.Companies were by and large agile in increasing productivity and reducing costs.Moreover high liquidity in the banking system kept borrowing costs low for thesecorporates. All these factors ensured that corporates were able to bounce back largelyunscathed by the crisis once COVID-19 related disruptions eased by the end of the firsthalf of the year. Your Bank too adapted to the new conditions and cautiously startedincreasing its exposures in line with increasing economic activity. The second half of theyear thus witnessed a bounce back of growth and the Corporate Bank ended the year with astrong momentum across its various customer segments.

Your Bank continued to focus on maintaining the health and profitability of thebusiness. There is far more focus on ensuring right risk return metrics and this has ledto continued improvement in the risk reward ratio during the year. There has also beengreater focus on increasing the liability side of our business and other non-risk incomestreams. Improved customer service and product innovations have helped us increasecross-sell and wallet share in non-credit businesses. Corporate Current Account grewstrongly further reducing the cost of funds and improving spreads. While income fromother non-credit income streams including from Forex Cash Management and otherTransaction Banking products were impacted in the first half of the year these too grewstrongly in the second half in line with overall economic activity. Your Bank has alsofocused on converting opportunities for syndication of loans. This year the Bank rampedup its income from debt syndication significantly including from high yield opportunities.

Your Bank has always had robust risk management practices and it is a testimony tothese practices that the Corporate Bank has been able to end the year with one of thelowest Credit costs it has witnessed in recent times despite such a challengingenvironment. Your Bank continues to remain cautious and watchful of the risks posed by thesecond COVID-19 wave and will continue to take proactive steps to minimize the impact ofthese risks on the health of the book. Across corporate segments your Bank has beenproactive in rebalancing its portfolios to reflect economic situations and reducingexposure to situations with heightened risk. Your Bank's focus on Risk management hashelped the business reduce its Risk Weighted assets as a percentage of Assets over thepast few years. The use of Risk Adjusted Return on Capital pricing models has becomeingrained in the way the Corporate Banking division conducts its business and has helpedto optimise pricing better utilise capital increase focus on non-capital intensiveincome streams and improve return on equity.

Favorable risk-return metrics strong liability growth controlled credit costs andbounce back of growth across assets and fee incomes in the second half of the year haveensured that your Bank has been able to grow the profitability of the Corporate Bankingbusiness and maintain a healthy Return on Equity. Your Bank continues to focus onstrengthening its organisation platform and placing the Corporate Bank in a strongposition in the market.

In order to capitalise on market opportunities and offer holistic solutions to clientsyour Bank has taken steps to improve integration between its different businessesincluding Lending Debt Capital Markets Wealth Management and Investment Banking. Thesesteps have resulted in an increase in cross divisional synergies and execution of complexsolutions such as syndication of structured debt to wealth investors referring ofInvestment Banking solutions to wholesale banking clients and such others. As part of thisstrategy your Bank has an integrated Corporate and Investment Banking ("CIB")approach towards certain top conglomerates and large corporates. The CIB model has rampedup well over the years for your Bank.

The Custody and Clearing business continued on a growth trajectory during the yeardespite multiple lockdowns imposed in India as well as key Foreign Portfolio Investmentjurisdictions like the US UK Singapore the Middle East and Hong Kong. Your Bank'sclients were appreciative of the support provided to them during the lockdowns andoperationally there was no impact on client transactions. The domestic Custody businessalso grew at a fast pace during the year and your Bank on-boarded a number of marqueePortfolio Management Services and Alternative Investment Fund names in addition to a fewlarge family office clients. Your Bank has also opened the first bank account for an AIFat the Bank's Gujarat International Finance Tec-City ("GIFT") City branch andyour Bank sees a lot of interest amongst clients in the choice of GIFT City as anupcoming Fund jurisdiction.

Your Bank continues to target productivity and efficiency improvements. There isgreater focus on measuring and improving employee productivity including of its salesforce through use of technology and digital tools. Given high focus in this area costshave been kept well in control further improving profitability of the business.

Digital Initiatives and Robust Business Continuity Practices helped ensure that yourBank remained open for its customers to transact business in an uninterrupted manner evenduring the pandemic. Work from Home was enabled for many of our staff through use oftechnology tools. Your Bank was also agile in implementing digital signatures and otheronline platform solutions for execution of customer documentation. Also various digitalplatforms and initiatives across the customer lifecycle were taken live so as to enablesmoother and seamless customer experience safety first for customer and employeescompliances and improvement in turn-around-time. During the year a new Cash ManagementPortal was launched by your Bank which provides the Bank's customers with enhancedfeatures like new journeys widgets and personalised reports and dashboard creation. TheUI/UX on the Net Banking platform was also upgraded with enhanced login options and easeof navigation among other benefits. Your Bank continues its investment on a dedicatedportal for providing a seamless and unified transaction banking experience to all MicroSmall and Medium Enterprises ("MSME") Multi-nationals Financial Groups andLarge Corporates. Your Bank also enhanced its Application Program Interface Banking byupgrading its API Management Portal which now hosts a wide range of APIs such as UnitedPayments Interface Cash Management Services E-collection Fund transfer and Accountservices amongst others. To further enhance the digital journey of its customers yourBank has continued its initiative to partner with Fintech players especially in the areasof trade supply chain acquiring and fund management solutions. During the year yourBank has launched Digifarm an app based platform for digitising the KYC of Farmers forCorporate Linked Farmer Finance and is now an empaneled online payment partner ofElectronic National Agriculture Marketplace ("ENAM") a pan India electronictrading portal for agricultural commodities which will digitise the agriculturalecosystem.

Wealth Management

Wealth Management your Bank's private banking arm caters to a number of distinguishedIndian families and is one of the oldest and the most respected Indian wealth managementfirms managing wealth for 51% of India's top 100 families (Source: Forbes India Rich List2020) with clients ranging from entrepreneurs to business families and professionals.

Your Bank provides an open architecture proposition to its customers offering aplethora of wealth products. This business has a strong distribution capability forprivate clients through distribution/referral model across equities fixed income andalternates catering to Ultra High Net worth Individuals and High Net worth Individual("HNI") investors. In addition to comprehensive financial solutions thedivision provides a strategic consolidated view on the client's overall portfolio inaddition to comprehensive financial solutions that go beyond investments. These alsoinclude banking and credit consolidated reporting referral for estate planning servicesetc. With an in-depth understanding of client requirements and expertise across variousasset classes this business offers the widest range of financial solutions.

In addition your Bank has also built a large Priority Banking Business assisting massaffluent customers with products and solutions developed to meet their financialrequirements. The total relationship value of Wealth Priority Banking and InvestmentAdvisory offerings was approximately Rs.382000 crore as of 31st March 2021.Your Bank has added 600 new families in FY 2020-21.

In FY 2020-21 a digital transformation journey was initiated as a tactical solutionfor enhancing customer service which has now become a part of long term strategic plan forthe business. Bespoke development was done in partnership with a Fintech to create aplatform to provide customised investment reports to clients. Low code platforms were usedto create work flow automations for processes like task automation and request trackingensuring higher service levels. The overall strategy is focused and devised to use digitalsolutions to improve client experience and enhance productivity of the business.

International Business

The Gujarat International Finance Tec-City City Branch an International FinancialServices Centre Banking Unit of your Bank facilitates your Bank's participation insyndication of overseas loans lending to clients in international markets and providingExternal Commercial Borrowing to eligible Indian corporates. Your Bank also undertakesclient forex and derivative transactions to help offshore clients with management ofinterest rate and currency risks in addition to investments in offshore bonds.

Your Bank's first overseas branch at Dubai International Financial Centre Dubai wasinaugurated in October 2019. With this the Bank complemented its ability to advise andarrange global investment products provide loans and accept deposits from its overseaswealth and private banking customers that qualify under the Professional client criteriaof the Dubai Financial Services Authority.

Asset Reconstruction

The resolution of several accounts got seriously impacted due to the slowdown ofeconomy even before the first wave of pandemic. Further the impact in the first twoquarters of FY 2020-21 was due to disruption in functioning of various judicial forumslike Debt Recovery Tribunals Debt Recovery Appellate Tribunal High Courts includingNational Company Law Tribunal proceedings under Insolvency and Bankruptcy Code on accountof the pandemic and lockdowns which resulted in piling of cases and delay in gettinglegal remedies in various distressed accounts.

Your Bank adapted to the pandemic situation very diligently and closely monitored andspared no efforts to resolve the stressed accounts with empathy and compassion.Unfortunately now the economy is exposed to the second wave of the pandemic with moreseverity. However your Bank will monitor the impact of second wave of the COVID-19pandemic and will adopt various measures empathetically and diligently to resolve thestressed accounts with compassion. Your Bank expects a lot of opportunities to present inthe acquisition side of the stressed loans and is looking at it very closely. If theprices offered are reasonable and attractive then your Bank shall be open to acquireseveral of them.

Treasury

Your Bank's Treasury actively contributes to your Bank by way of: i. Balance SheetManagement: The Balance Sheet Management Unit ("BMU") ensures maintenance ofregulatory reserves and adequate liquidity buffers and requisite investments. The BMU alsomanages Interest Rate and Liquidity risk within the overall risk appetite of your Bank.ii. Proprietary Trading: The Proprietary Trading Desks actively trades in products such asFixed Income Money Markets Derivatives Foreign Exchange and Equity. The Primary DealerDesk a part of the proprietary Trading desk actively participates in primary auctions ofGovernment Securities makes market in government securities and engages in retailing ofgovernment securities.

iii. Customer Transactions: The Customer-facing desks at the Treasury assist and managecustomer transactions across Foreign Exchange Derivatives and Bullion products. iv. Forexand Derivatives: Facilitating customer access to foreign currency markets through cash andderivatives products for remittances trade transactions and for managing foreign exchangeand interest rate risks. v. Bullion: The Bullion desk provides efficient working capitalsolutions to domestic jewellery manufacturers as per the prescribed rules of RBI. Underlicense from the RBI your Bank also imports gold and silver to meet the needs ofcustomers.

Further details of the principal business units of your Bank and their performance areavailable in the Management Discussion and Analysis Report.

RESPONSE TO COVID-19 PANDEMIC

The outbreak of COVID-19 pandemic has had and continues to have a material impact onthe global and Indian economy the financial services sector and your Bank's business. Thelockdowns of various intensities announced by the National and State Governments aimedto prevent the spread of the virus has disrupted the normal flow of business operations.It has and continues to test the Indian economy like never before. Although theuncertainty continues the economy has shown resilience during the first wave and isconfident of facing the second wave with similar resilience recover quickly and emergeout stronger. In these testing times your Bank took steps to help protect and providerelief to the customers and employees. Entering the pandemic with a strong financial andtechnological foundation gave your Bank the resources to support the customers andemployees. The key approach taken by your Bank to mitigate the impact of the pandemic forits customers and employees is summarised below:

• Well-being of employees: The focus of your Bank has been to protect the healthand ensure the safety of employees while ensuring minimum disruption to regular bankingoperations. Information Technology and Human Resources teams of your Bank have worked tomove many employee systems to internet-first and mobile-first platforms ensuring seamlessaccess from home in several areas of operations. Your Bank has also put in place a RemoteWorking Policy and classified all the employees into 4 categories - "Daily inOffice" "Partially in Office" "Work from Home" and "FieldRoles". The Remote Working Policy reflects a different way of working and shallremain even after the pandemic is behind us. Your Bank has also formulated a standardoperating procedure which has defined the safety protocols and followed it in all thebranches and offices for the safety of your Bank's employees and customers. In addition adedicated COVID-19 helpline was established to help your Bank's employees and theirfamilies.

• Customer Convenience: Your Bank responded swiftly to the challenges faced by thelockdown and put in place technological solutions for the customers to get bankingservices at the comfort of their homes. Your Bank introduced Zero-Contact Video KYCfacility so that the customers could open the full KYC savings account without visitingthe branches.

• Your Bank rolled out Net Banking 2.0 a revamped internet banking platform withnew technology stack and new customer experience for key journeys. Net Banking became morecomprehensive with new features such as Positive Pay (Cheque Confirmation) Card Controlsfor Credit Debit and Forex Cards Address update integration of additional Insuranceproducts etc. The Mobile Banking app continues to be one of the highest rated apps on iOSand Android. Your Bank has also added several new features to the mobile app such as Sendmoney abroad eStatement NPS Insurance shop on Amazon etc.. Keya Chatbot and WhatsAppBanking were scaled to start making business impact and become mainstream digital channelsby handling more products services and related queries. Further for the convenience ofthe Corporate and Small and Medium Enterprise customers your Bank has implemented variousdigital platforms and initiatives across the customer lifecycle so as to enable smootherand seamless customer experience safety first for customer and employees compliances andimprovement in turn-around-time.

• Support to the Indian Economy: In order to ease the financial stress faced bythe businesses and individuals on account of the lockdown the Reserve Bank of India("RBI") enabled the banks to allow a one-time rescheduling of payments by wayof a moratorium of three months on payment of instalments (principal and interestpayments) falling due between 1st March 2020 and 31st May 2020 inrespect of all term loans and working capital facilities sanctioned in the form of cashcredit/overdraft. Subsequently this moratorium period was permitted to be extended by theRBI by another three months up to August 31 2020. Accordingly your Bank grantedthe moratorium on payment to the eligible customers. The Government of India launchedECLGS and provided guarantee cover for emergency credit facilities to Micro Small MediumEnterprises ("MSME") to meet their working capital requirements. Your Bank hasdisbursed about Rs.11300 crore under this Scheme which has protected many small andmedium businesses from the vagaries of the pandemic.

• Strengthening the Bank: Your Bank has raised Rs.7442 crore from the domesticand foreign institutional investors as equity capital in FY 2020-21. The equity raised byyour Bank has further strengthened the Capital Adequacy Ratio of the Bank. The strongcapital base will provide enough cushion for any potential stress due to the pandemic aswell as provide growth capital for the next few years.

HUMAN RESOURCES

During FY 2020-21 your Bank witnessed the onset of the COVID-19 outbreak and thesubsequent nationwide lockdown. The Human Resources ("HR") Department of yourBank implemented various initiatives to transform the HR processes policies and systemsand various employee touchpoints for smooth functioning and business continuity in the newnormal scenario. From making great strides in engaging with employees numerous health andwellness drives to centralising various HR Processes for aligning employee experiencethere have been quite a few measures taken to enhance the experience of employees. It wasindeed a proud moment for your Bank to have certified as ‘The Great Place to Work' bythe Great Place To Work Institute.

Key HR Initiatives taken by your Bank were: i. Health and Wellness: Various health andwellness related initiatives were launched through online and onsite interactions such asEmotional Assistance

Program Employee Outreach program Covid test reimbursements for employees and theirfamilies Special Leave - COVID-19 positive and online wellness initiatives such as yogameditation Zumba quiz sessions etc. ii. Leadership and Manager Connect: Your Bankremains heavily invested in regional initiatives like Leadership Connect/Town HallWebcast Meet forums for building manager connect and skip level and also strengthens theplatform for top down communication. iii. Hum Fit Kotak Hit: Your Bank has launched amonthly Fitness allowance with effect from 1st December 2020 thereby creatinga culture of fitness for Kotak employees by encouraging them to update their fitness goalsonline driving focus on their health and wellbeing.

iv. D iversity and Inclusion: Building diverse and inclusive culture has been a focusfor your Bank over few years. Your Bank has also revamped the Diversity and Inclusionagenda and formed the Diversity and Inclusion Council representing leaders from allbusinesses in the Bank led by Ms. Shanti Ekambaram Group President – Consumer Bank.The Diversity and Inclusion Council aims to drive changes in the culture policiesprocesses and systems to build an Inclusion focused work environment.

v. Remote Working Policy and Allowance: Your Bank introduced the Remote Working Policyoffering hybrid working opportunities to its employees and also Remote Working allowancefor employees working remotely to cover Wi-Fi and other work related furnishing expenses.

vi. My Kotak My Say: Your Bank has strengthened the platform for top downcommunication. At the same time your Bank has created listening opportunity for voice ofKotakites through ‘My Kotak My Say' a bi-annual employee engagement survey engagingthe ‘Great Place to Work Institute'.

vii. Employee Development: Your Bank increased focus on e-learning for deliveringprograms at various stages of employee lifecycle. Programs such as Digital

Video-based induction K-Map for managers New Age Manager Program Kotak DigiQ andK-League have been introduced in FY 2020-21 ensuring smooth transition to online anddigital learning platform.

viii. Talent Acquisition: Your Bank had introduced Oracle Recruiting Cloud a singleplatform for all recruitment activities and moving recruitment towards paperless process.Your Bank has also relaunched Internal Job posting program - Kotak Fast Track to reduceattrition and save cost of hiring.

ix. Talent Management: The talent management framework has been revamped and a rigoroustalent review process has been implemented at the senior level to ensure talentclassification and succession planning for key roles. The erstwhile online appraisalmethod has been replaced with the online ‘My Agreed Commitment' frameworksimplifying the entire Performance Review and Appraisal System for Employees exercise.

Your Bank is taking several initiatives to encourage employees to blow the whistle andreport incidences of any fraud or unusual events. During the year under review your Bankhas initiated periodic Email campaigns for educating employees on the process of whistleblowing creating awareness and encouraging employees to blow the whistle and reportincidences of any fraud or unusual events. In addition the same has been reiterated andmade an integral part of your Bank's Code of Conduct. Further the website for reportingthe incidences of fraud or any unusual events by employees has been revamped.

EMPLOYEES

The employee strength of your Bank was 51734 and along with its subsidiaries was over73000 as of 31st March 2021. 149 employees employed throughout the year werein receipt of remuneration of Rs.102 lakh or more per annum and 86 employees employed forpart of the year were in receipt of remuneration of Rs.8.5 lakh or more per month.

In terms of the proviso to Section 136(1) of the Companies Act 2013 the Directors'Report is being sent to all Members excluding the aforesaid annexure. The annexure isavailable for inspection to any Member on request. Any Member interested in obtaining acopy of the said annexure may write an email to the Company Secretary atavan.doomasia@kotak.com.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Bank continues with the belief of zero tolerance towards sexual harassment atworkplace and continues to uphold and maintain itself as a safe and non-discriminatoryorganisation. To achieve the same your Bank reinforces the understanding and awareness ofPrevention of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 ("POSH"). Your Bank has formulated a central Steering BoardCommittee and Internal Committee at three regions for reporting any untoward instance ofsexual harassment. Any complaints pertaining to sexual harassment are diligently reviewedand investigated and treated with great sensitivity. The Internal Committee members havebeen trained in handling and resolving complaints and have also designed an onlinee-learning POSH Awareness module which covers the larger employee base.

The following is a summary of sexual harassment complaints received and disposed offduring FY 2020-21:

Number of complaints pending as on 1st April 2020 11 Number of complaintsreceived during FY 2020-21 25 Number of complaints disposed off as on 31stMarch 2021 28 Number of complaints pending as on 31st March 2021 8*

* Out of the 8 complaints pending as on 31st March 2021 5 complaints weredisposed off as on the date of this Report. Further all complaints that were pending ason 1st April 2020 had been disposed off during FY 2020-21.

CODE FOR PREVENTION OF INSIDER TRADING

The Bank has adopted the Kotak Mahindra Bank Limited - Trading Code of Conduct for theprevention of insider trading in the shares of the Bank as well as in other listed andproposed to be listed companies. The Trading Code of Conduct inter-alia prohibitsdealing in securities by insiders while in possession of unpublished price sensitiveinformation. The said Code has been amended from time to time to give effect to thevarious notifications/circulars of SEBI with respect to SEBI (Prohibition of InsiderTrading) Regulations 2015.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Bank is committed to its "Vision Statement" of upholding its GlobalIndian Financial Services Brand creating an ethos of trust across all constituentsdeveloping a culture of empowerment and a spirit of enterprise thereby becoming the mostpreferred employer in the financial services sector.

Consistent with the Vision Statement your Bank is committed to maintain and provide toall its employees and Directors the_highest standards of transparency probity andaccountability. The Kotak Group endeavours to develop a culture where it is safe andacceptable for all employees and Directors to raise / voice genuine concerns in good faithand in a responsible as well as effective manner.

A vigil mechanism has been implemented through the adoption of a Whistle blower Policywith an objective to enable any employee or director or vendor raise genuine concern orreport evidence of activity by the Bank or its employee or director or vendor that mayconstitute instances of corporate fraud unethical business conduct a violation ofCentral or State laws rules regulations and/or any other regulatory or judicialdirectives any unlawful act whether criminal or civil malpractice seriousirregularities impropriety abuse or wrong doing deliberate breaches and non-compliancewith the Bank's policies and questionable accounting/audit matters/financial malpractice.The concerns can be reported online on the following websites viz. URL:https://cwiportal.com/kotak and / or www.speakup.co.in which are managed by independentthird parties. Safeguards to avoid discrimination retaliation or harassment andconfidentiality have been incorporated in the said policy. All employees and Directorshave access to the Chairman of the Audit Committee in appropriate and exceptionalcircumstances. Further the Chairman of the Audit Committee has access rights to thewhistle blower portals. Regular communication is made for sustained awareness.

The Policy has been uploaded and is available on the Bank's intranet as well as websiteviz. URL: https://www.kotak.com/en/investor-relations/governance/ policies.html.

EMPLOYEE STOCK OPTION AND STOCK APPRECIATION RIGHTS SCHEMES

The Bank has formulated and adopted the Kotak Mahindra Share Based Employee BenefitScheme to:

• provide means to enable the Bank its subsidiaries and its associate companiesas applicable to attract and retain appropriate human talent in the employment of theBank its subsidiaries and its associate companies as applicable; • motivate theemployees of the Bank its subsidiaries and its associate companies as applicable withincentives and reward opportunities; • achieve sustained growth of the Bank itssubsidiaries and its associate companies as applicable and to create shareholder value byaligning the interests of the employees with the long term interests of the Bank; and• create a sense of ownership and participation amongst the employees of the Bank ofits subsidiaries and of its associate companies as applicable. The Employee Stock Options("ESOPs") and the Stock Appreciation Rights ("SARs") granted to theemployees of the Bank and its subsidiaries currently operate under the following Schemes:i. Kotak Mahindra Equity Option Scheme 2015 ("ESOP Scheme") ii. Kotak MahindraStock Appreciation Rights Scheme 2015 ("SARs Scheme").

During the year the Bank granted Employee Stock Options and SARs to the eligibleemployees of the Bank and its subsidiaries in accordance with the respective Schemes andas approved by the Nomination and Remuneration Committee.

The disclosure requirements under the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 for the aforesaid ESOP and SARs Schemes inrespect of the year ended 31st March 2021 are disclosed on the Bank's websiteviz. URL:https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html. Thesaid Schemes are in compliance of the applicable Regulations and during the year underreview no material changes were made to the Schemes.

CORPORATE SOCIAL RESPONSIBILITY

Your Bank has constituted the Corporate Social Responsibility ("CSR")Committee of the Board in accordance with the provisions of Section 135 of the CompaniesAct 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time.

Your Bank's CSR policy sets out your Bank's vision mission governance and CSR focusareas to fulfill its inclusive agenda across many geographies of India. The Policy alsodemonstrates your Bank's contribution towards the economic environmental and socialgrowth of the nation and also reflects the organisation's commitment to contribute towardsUnited Nation's ("UN") Sustainable Development Goals ("SDGs").

It is the constant endeavor of your Bank to enhance its CSR footprint by adopting apurpose driven CSR approach focusing on sustainable and scalable programmes spreading infocused geographies and aligning to SDGs and the national narrative.

Your Bank's CSR Committee is responsible for reviewing and recommending to the Boardthe various CSR initiatives for the Bank including the progress of the Bank's CSRProjects. Base on the recommendations made by the CSR committee the Board reviewed andapproved the CSR Policy Design Path Projects Project Expenditure and related matters.Thereafter with the approval of the Board the CSR Projects were implemented by the Bank.

Your Bank's CSR Policy is available on the Bank's website:https://www.kotak.com/en/about-us/corporate-responsibility/our-governance.html.

Your Bank's CSR Projects and CSR Project Expenditure for FY 2020-21 are compliant withthe CSR mandate as specified under Sections 134 and 135 of the Act read with Schedule VIIto the Act and the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time and in line with the Government of India's notifications issuedfrom time to time.

The prescribed CSR expenditure for FY 2020-21 required under Section 135 of the Actand the Companies (Corporate Social Responsibility Policy) Rules 2014 as amended fromtime to time was Rs.142.27 crore.

The CSR Expenditure for the period 1st April 2020 to 31st March2021 as required under Section 135 of the Act and the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended from time to time amounted to Rs.142.99crore. Of this amount the Bank's spend on CSR project expenditure and administrativeoverheads for FY 2020-21 was Rs.79.40 crore. Your Bank's CSR administration overhead forFY 2020-21 was Rs.2.47 crore. The balance amount of Rs.63.59 crore on Unspent CSR ProjectExpenditure amount of the ongoing CSR Projects of FY 2020-21 has been transferred to the‘Kotak Mahindra Bank Limited Unspent CSR Account FY 2020-21' in April 2021 andthe Bank is committed to utilise the same within the stipulated three years from 1stApril 2021 to 31st March 2024 towards completion of the Board approvedongoing CSR projects which were initiated in FY 2020-21 and continue to be underimplementation as on 31st March 2021.

Your Bank's CSR Expenditure of Rs.142.99 crore in FY 2020-21 as a percentage ofaverage net profit under Section 198 of the Act was about 2.01%. The said CSR Expenditureof Rs.142.99 crore for FY 2020-21 was 67.83% higher than the CSR Expenditure of aboutRs.85.20 crore in FY 2019-20. Furthermore as against the stipulated 2% CSR Expenditurerequirement of Rs.142.27 crore under the Act for FY 2020-21 your Bank's CSR Expenditurefor FY 2020-21 was over Rs.142.99 crore.

The implementation of the CSR projects and programmes in FY 2020-21 had been doneeither directly and / or through implementing partner organisations having a proven trackrecord of implementing cost and process efficient CSR projects and/or programmes that werescalable sustainable outcome driven and committed to make a positive societal impact.Also your Bank's employees have been actively volunteering and providing on groundsupport for the Bank's various CSR initiatives including financial and other assistancedirectly to the severely impact communities and also through various organizations workingon COVID-19 relief operations.

To combat COVID-19 pandemic that continues to hit humanity across geographies yourBank continues to support various constituencies including the urban and rural poortribal communities doctors nurses policemen frontline workers on COVID-19 duty viavarious means such as contributing food packets ration kit masks face shieldssanitizers Personal Protective Equipment Kits ("PPE Kits") ICU bedsventilators oxygenators and such other medical equipments including extending financialassistance to the marginalised communities who were severely impacted by COVID-19 duringlast financial year's lockdown and even post lockdown period.

Based on the CSR Committee's review and recommendation your Bank's Board had reviewedand approved all CSR Projects CSR Project Expenditure Payments CSR AdministrationOverhead Expenses including the Unspent CSR Project Expenditure Funds of FY 2020-21 whichhad been transferred to Kotak Mahindra Bank Limited Unspent CSR Account FY 2020-21 inApril 2021. A brief outline of the CSR Policy including the over view of the programsundertaken the composition of the CSR Committee CSR expenditure during the year underreview has been provided in the Annual Report on CSR activities annexed to this reportand also in the Business Responsibility Report section of the Annual Report for FY2020-21.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Bank is required tosubmit its Business Responsibility Report as part of its Annual Report. The said Reportdescribes the initiatives taken by the Bank from an Environmental Social andGovernance perspective and is available on the Bank's website viz. URL:https://www.kotak.com/en/investor-relations/ financial-results/annual-reports.html. AnyMember interested in obtaining a copy of this Report may write to the Company Secretary ofthe Bank at avan.doomasia@kotak.com or submit a written request to the RegisteredOffice of the Bank.

ENVIRONMENTAL SOCIAL AND GOVERNANCE PRACTICES

Your Bank's operations are designed to create a positive impact on environmentemployees customers and the community at large. Your Bank strives to strike a balancebetween the environmental social and economic aspects acknowledging natural capital andcommunities as an integral part of the business. Your Bank believes in growth beyond thenumbers. Growth which would last long and include all its stakeholders planet andsociety at large. Environmental Social and Governance ("ESG") practices areintegral components of your Bank's business functions and are embedded in the systems andprocesses. Your Bank also acknowledges the importance of the triple bottom-line reportingand the associated interdependencies. Your Bank has a well-defined ESG framework whichprovides guidance to conduct business in an ethical responsible and transparent manner.

TECHNOLOGY AND DIGITISATION

The COVID-19 crisis has brought about years of change in the way your Bank does itsbusiness and the situation has made it clear how important the below points are to makeDigital work for customers:

• Redefining customer experience: Putting customers and their needs to theforefront to build solutions with staying power.

• Developing a data strategy / governance for personalisation: Building solutionsmeans knowing what data you have what data you need what questions you need to ask ofthat data and how to interpret the answers so that the customers can be catered in a bestway.

• Taking a portable devices view: From contactless banking to account accesscustomers expect product and service accessibility from portable devices at a shortnotice.

Focusing on the above points your Bank has further accelerated the digitisation ofCustomer Experience and Digital Channels Transactions and Payments Productivity andGrowth Initiatives New Business Models Future Ready- Technology and Capability Buildingso that it could address the:

• Changing customer needs or expectations

• Increasing customer demand for online purchasing and/or services

• Increase in remote working and/or collaboration

• Increase in migration of assets to cloud

• Increased spending on cyber-security.

As the zero-contact completely digital and paperless account opening was the need ofthe hour in the COVID-19 situation your Bank ensured that it has integrated the Video KYCprocess in the account opening journey to carry out the verification of KYC documents andrecording of the customer's signature via a video call eliminating the need for a visitto a Bank's branch or in-person interaction biometric verification or sharing of physicaldocuments. After the Video KYC is completed the customer gets a full-fledged bank accountwith no restrictions on deposits or account balances. This is one of the major projectsthat has been born and implemented in the cloud.

Net Banking 2.0 was launched keeping in mind the changing customer experience byensuring the customer's entire relationship with the Bank at a glance i.e. in a singlepage view. The design was envisaged for superior customer experience delivered throughfast intuitive interface with contextual content product and service.

Data governance has become indispensable for your Bank's data management initiativesalong with controlling the ever-growing amount of data in order to improve businessoutcomes.

Automated Teller Machine ("ATM") Terminal Security was introduced to ensurethe greatest degree of visibility and control over secured ATM operations and helps toenforce regulatory compliance. The solution has several security features i.e. applicationwhitelisting / blacklisting / sand boxing USB protection full hard drive encryptionpatch management time based access management etc.

Customer Relationship Management NEXT has enabled your Bank to deploy smartintelligent journeys resulting in faster fulfillment and go to market for your Bank's newproducts and services and lower cost of sales. It has boosted your Bank's capabilities todeliver superlative customer experience and further strengthen customer loyalty.

Corporate Loan Origination System ("LOS") is the most appropriate automatedsolution for all the lending needs of a financial product. Corporate LOS is a matureinternet-based end-to-end software solution specifically built for processing corporateloans which enables easy tracking paperless processing real-time decisions growcustomer relationships reduce risk and increase customer satisfaction.

In the era of data deluge efficient data curation is a persistent challenge acrossorganisations. Citing this your Bank has implemented efficient data curation solutionwhich transforms using Cognitive Machine Reading / Optical Character Recognition basedtechniques the documents / scanned images to readable format for further processing. Thisis aimed at the end-to-end management of data lifecycle – from acquisition throughextraction and downstream consumption of such data.

Liquitics Asset Liability Management is implemented which uses advanced scenario andassumption modeling to give deep insight into the Balance Sheet Capital and long termliquidity. This Solution has helped your Bank to scale on demand cater to regulator withthe reports for ALM Liquidity Coverage Ratio Net Stable Funding Ratio liquidityrisk etc.

Your Bank has also helped to build the platform of National Health Mission aninitiative by Government of Rajasthan.

Your Bank has recently forayed into an addition of cloud based platform for its bigdata capabilities. The step was taken keeping in mind the scalability challengesespecially with respect to the time to market and support for advancements in this area.Your Bank has initiated a small scale set-up on Amazon Web Services cloud based big datacluster for its ambitious complex use cases for fraud prevention. Based on the success ofthese use cases your Bank intends to scale up the cluster for big use cases like realtime recommendation engine using big data and machine learning.

The changing customer preferences is driving your Bank to provide 24x7 connectivity andincreasingly digitised processes creating new expectations and new risks. Further yourBank is continuously evolving operational resilience to deliver critical operationsthrough disruption.

Even though Business Continuity Planning has been an integral part of all functionsacross your Bank due to COVID-19 the rapid shift to remote working was seamlessly cateredby Information Technology for the majority of the staff and business associates. Furtherthe IT operations were been carried out remotely i.e. End of Day / Beginning of Daybackup application support end-user support etc.

Further to continuously ensure the protection of the end point systems your Bank hasimplemented Endpoint Protection Platform ("EDPR") on all end points. Theobjective of this solution is to detect and prevent the customised malware to be executedon an endpoint system.

Apart from above your Bank's technology direction has been formulated to address sixareas of strategic importance viz. Platform Building Modernization and Refresh of LegacyAnalytics and Reporting Cyber Security and Regulatory Technology Operations Automationand Adoption of Emerging Technologies. Your Bank has initiated specific initiatives ineach of the areas to ensure productivity efficiency and significant improvement incustomer experience which is an ongoing process. Investments are being made to leverageCloud DevOps Big Data Face Recognition etc. Core Banking Credit Card Platform RetailAssets Treasury systems were areas which were being modernised.

Cyber Security and Fraud Detection is a continuous evolving space. Your Bank investssignificantly in technologies to be at the forefront to prevent detect and act insituations arising from it.

The technology platforms used by your Bank have adequate level of component / systemlevel redundancy built into the production systems. Critical technology platforms /systems have a disaster recovery set up at a Disaster Recovery ("DR") site whichcan be utilised in the case of any major outages in the corresponding production system.Assurance of the DR set up is provided through Disaster Recovery drills carried out as peran annualised drill calendar and measurement of Recovery Point Objective and Recovery TimeObjective parameters of the DR set up on an ongoing basis.

SUBSIDIARIES AND ASSOCIATES

As at 31st March 2021 your Bank had nineteen subsidiaries in variousbusinesses 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 Investments Lending
3. Kotak Infrastructure Debt Fund Limited Infrastructure Financing
4. Kotak Securities Limited Stock Broking E-Broking Distribution
5. Kotak Mahindra Capital Company Limited Investment Banking
6. Kotak Mahindra Life Insurance Company Limited Life Insurance
7. Kotak Mahindra General Insurance Company Limited General Insurance
8. Kotak Mahindra Asset Management Company Limited Mutual Fund
9. Kotak Mahindra Trustee Company Limited Trustee company
10. Kotak Mahindra Pension Fund Limited Pension Fund
11. Kotak Investment Advisors Limited Alternate Asset Management
12. Kotak Mahindra Trusteeship Services Limited Trusteeship Services
13. Kotak Mahindra (UK) Limited Distribution
14. Kotak Mahindra (International) Limited Advisory Services Investments
15. Kotak Mahindra Inc. Broker / Dealer
16. Kotak Mahindra Asset Management (Singapore) Pte. Limited Asset Management
17. Kotak Mahindra Financial Services Limited Advisory services for Middle East
18. IVY Product Intermediaries Limited Distribution
19. BSS Microfinance Limited Banking Correspondent

Kotak Mahindra Life Insurance Company Limited ("KLI"): KLI has recorded agrowth of 7.4% on the gross written premium mainly coming from renewal premium andIndividual new business. KLI has solvency ratio of 2.90 against a regulatory requirementof 1.50. The Net worth of KLI increased by 20.60% from

Rs.3353.50 crore as on 31st March 2020 to Rs.4045.50 crore as on 31stMarch 2021. On individual Adjusted Premium Equivalent ("APE") Basis (Single1/10) KLI was posted 8th rank within the private industry. KLI's market sharefor Individual New Business premium (APE terms) was 4.0% for FY 2020-21 amongst privateinsurers. On group APE Basis (Single 1/10) KLI has posted 2nd rank within theprivate industry. KLI's market share for Group New Business premium (APE terms) was 14.7%for FY 2020-21 amongst private insurers. KLI saw an increase in its Assets underManagement ("AUM") (including shareholders) by 33.23% YoY to Rs.46518.07 crorein FY 2020-21. Further Operating expense ratio improved to 13.6% as against 14.2% inprevious year. This was possible by a 7.4% YoY growth in total premium in FY 2020-21 andis also attributed to improved productivity while maintaining cost around the same levelas the previous year. The second wave of COVID-19 led to an unprecedented increase infatalities in the country and consequently the death claims being reported from May 2021.In view of these COVID related developments it is estimated that claims net ofreinsurance for the quarter ending June 2021 would be significantly higher thanexpected. Due to increased claims and higher mortality related provisioning arising onaccount of the second wave KLI incurred a loss for the quarter ended 30thJune 2021 of Rs.243.44 crore on the Shareholder's Account. The provisioning goingforward will depend on the trends in mortality. KLI continues to have a strong capitaland solvency position.

Kotak Securities Limited ("KSL") and Kotak Mahindra Capital Company Limited("KMCC"): In FY 2020-21 the Indian Equity Capital Markets witnessed arecord fundraising year completing 32 Initial Public Offers ("IPOs") 1 FurtherPublic Offer ("FPO") 32 Qualified Institutional Placement ("QIP") 35Offer for Sale ("OFS") and 20 Rights Issue. Post the impact of COVID-19 on thefirst few months of FY 2020-21 the record surge in activity can be primarily attributedto monetary and fiscal stimulus by Central Banks globally and locally leading to a ForeignInstitutional Investors ("FII") inflow of US$ 38 billion into Indian markets inFY 2020-21. Capital markets initially witnessed mega-QIPs by Banks and NBFCs followed bya resumption in IPO activity in the latter half of FY 2020-21. Further the Sensexclosed at 49509 as on 31st March 2021 compared to 29468 as on 31stMarch 2020 with a high of 52516 and low of 27500. Similarly the benchmark Nifty whichclosed at 8598 as on 31st March 2020 closed at 14691 as on 31stMarch 2021 with a high of 15431 and low of 8056. Accordingly KSL and KMCC reportedhigher profits compared to previous year.

Kotak Mahindra Asset Management Company Limited ("KMAMC"): The growth inthe Mutual Funds industry continues. The industry registered a growth of 19.2% YoY in Q4of FY 2020-21 over Q4 of FY 2019-20 with the Quarterly Average Assets under Management("QAAUM") for Q4 of FY 2020-21 at Rs.32.37 lakh crore. During the same periodon the basis of percentage growth in QAAUM KMAMC was amongst the third fastest growingMutual Fund House – within the top 10 Fund Houses ranked by QAAUM. The QAAUM whichstood at Rs.234798 crore for January to March 2021 has seen growth of around 26% in Q4 ofFY 2020-21 over Q4 of FY 2019-20. KMAMC jumped one rank and is now the 5thlargest Fund House in the country in terms of QAAUM as on 31st March 2021vis--vis 31st March 2020. Market Share in QAAUM has grown to 7.25% in Q4 ofFY 2020-21 from 6.86% in Q4 of FY 2019-20 and 5.41% 3 years back. The annual AAUM ofKMAMC for FY 2020-21 was Rs.202826 crore against Rs.173394 crore in FY 2019-20 a growthof 17%.

Kotak Mahindra Prime Limited ("KMPL") and Kotak Mahindra Investments Limited("KMIL"): The passenger car market in India de-grew by 1.5% in FY 2020-21compared to 17.4% de-growth in FY 2019-20. Due to the change in regulations last yearthere was a decrease in the loan book of the Bank's NBFC subsidiaries. KMPL and KMIL helda COVID-19 related general provision of Rs.90 crore and Rs.27 crore respectively. Theabove factors have impacted the profits of these companies.

Kotak Mahindra Pension Fund Limited ("KMPFL"): Your Bank had acquired13080000 equity shares (46.7% of the issued and paid-up Equity Share Capital) of KMPFLfrom Kotak Mahindra Asset Management Company Limited on 17th May 2021.Post-acquisition of equity shares of KMPFL by the Bank KMPFL had now become a directsubsidiary of the Bank with the Bank now holding 51%.

The Bank's Policy for determining material subsidiaries is available on the Bank'swebsite viz. URL: https://www.kotak.com/en/investor-relations/governance/ policies.html inline with the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. KLI is a material subsidiary_of the Bank.

The various activities of the subsidiaries and the performance and financial positionof the subsidiaries and associate companies are outlined in the Management Discussion andAnalysis section appended to this Report. Pursuant to the provisions of Section 129(3) ofthe Companies Act 2013 ("Act") the Statement containing the salient featuresof the Financial Statements of the said subsidiary companies of the Bank in Form AOC-1is annexed to this Annual Report. As at 31st March 2021 your Bank had thefollowing three Associate companies: i. Infina Finance Private Limited ii. Phoenix ARCPrivate Limited iii. ECA Trading Services Limited (previously known as ACE Derivatives& Commodity Exchange Limited)

Further pursuant to the provisions of Section 136(1) of the Act the Annual Report ofthe Bank containing the standalone and consolidated financial statements and all otherrelevant documents required to be annexed thereto are available on the Bank's website viz.URL: https://www.kotak.com/en/investor-relations/ financial-results/annual-reports.htmland the separate audited financial statements in respect of each of the subsidiaries areavailable on the Bank's website viz. URL:https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html.

The financial statements of the subsidiaries used for consolidation of the Bank'sconsolidated financial statements are special purpose financial statements prepared inaccordance with "GAAP" specified under Section 133 of the Act read with relevantnotifications.

The Ministry of Corporate Affairs ("MCA") has issued General Circular No.20/2020 dated 5th May 2020 and Circular no. 02/2021 dated 13thJanuary 2021 and the Securities and Exchange Board of India has issued Circular No.SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May 2020 and Circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021 in relation to "Relaxationfrom compliance with certain provisions of the SEBI Listing Regulations" in view ofthe prevailing situation and owing to the difficulties involved in dispatching of physicalcopies of the Annual Report and the Notice convening the Annual General Meeting("AGM"). Members who wish to have physical copy may write to the CompanySecretary of the Bank at avan.doomasia@kotak.com or submit a written request to theRegistered Office of the Bank. In accordance with the aforesaid Circulars the weblink ofthe Annual Report and the Notice convening the AGM of the Bank is being sent in electronicmode only to Members whose e-mail address is registered with the Bank or the DepositoryParticipant(s). Those Members whose email address is not registered with the Bank or withtheir respective Depository Participant(s) and who wish to receive the Notice of the AGMand the Annual Report for the financial year ended 31st March 2021 can gettheir email address registered by following the steps as detailed in the Notice conveningthe AGM. The Annual Report of your Bank and its subsidiaries will be available on yourBank's website viz. URL: https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html.

PROMOTER STAKE DILUTION MATTER

In January 2020 basis a proposal submitted by the Bank and accepted by Reserve Bank ofIndia ("RBI") RBI conveyed its ‘in-principle' approval of the revisedterms in relation to the dilution of promoter shareholding which inter aliarequired the Promoters' shareholding in the Bank to be reduced to 26% of Paid-up VotingEquity Share Capital ("PUVESC") of the Bank within 6 months from the date offinal approval of RBI.

On this basis the writ petition filed by the Bank was withdrawn and thereafter on 18thFebruary 2020 the RBI accorded its final approval to the above. Post the QualifiedInstitutional Placement in May 2020 and subsequent sale of shares by promoters in thesecondary market the shareholding of the promoters in the Bank has reduced.

Your Bank is now in compliance with the requirement of 26% of PUVESC as stipulated bythe RBI within the prescribed timeline.

BOARD OF DIRECTORS

Board Composition

The composition of the Board of Directors of the Bank is governed by the Companies Act2013 ("Act") Banking Regulation Act 1949 ("BR Act") and Regulation17 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). As on 31stMarch 2021 the Board of Directors comprised a combination of ten Directors viz. Mr.Prakash Apte Independent Non-Executive Part-time Chairman Mr. Uday Chander Khanna Mr.Uday Shankar Ms. Farida Khambata and Dr. Ashok Gulati Independent Directors Mr. C.Jayaram Non-Executive Director Mr. Uday Kotak Managing Director & ChiefExecutive Officer Mr. Dipak Gupta Joint Managing Director Mr. K.V.S. Manian and Mr.Gaurang Shah both Whole-time Directors. Hence the Board is in conformity with theaforementioned provisions with respect to its composition and the size of the Board iscommensurate with the size and business of the Bank. The Board mix provides a combinationof professionalism knowledge and experience required in the banking industry.

Change in composition of the Board during the year

At the meeting of the Board of Directors of the Bank held on 13th May 2020the Board approved the re-appointments of Mr. Uday Kotak as the Managing Director& Chief Executive Officer Mr. Dipak Gupta as Joint Managing Director and Mr. PrakashApte as Part-time Chairman of the Bank with effect from 1st January2021 till 31st December 2023. Subsequently the Members at the Annual GeneralMeeting ("AGM") of the Bank held on 18th August 2020approved the said appointments subject to the approval of RBI.

Further Reserve Bank of India ("RBI") approved the aforementionedre-appointments of Mr. Uday Kotak as the Managing Director & Chief ExecutiveOfficer Mr. Dipak Gupta as Joint Managing Director and Mr. Prakash Apte as the Part-timeChairman of the Bank for a period of three years with effect from 1st January2021.

Based on the recommendation of the Nomination and Remuneration Committee("NRC") the Board of Directors of the Bank at its meeting held on 5thMarch 2021 approved the appointment of Dr. Ashok Gulati (DIN:07062601) as an AdditionalDirector of the Bank holding office up to the ensuing AGM of the Bank and as anIndependent Director of the Bank for a term of five years with effect from 6thMarch 2021 subject to the approval of the Members of the Bank. In terms of Section 160of the Act the Bank has received in writing a notice from a Member proposing thecandidature of Dr. Gulati for the office of a Director. The approval of the Members isbeing sought at the ensuing AGM of the Bank for the appointment of Dr. Ashok Gulati as aDirector and as an Independent Director of the Bank for a term of five years with effectfrom 6th March 2021.

Further Prof. S. Mahendra Dev (DIN: 06519869) ceased to be an Independent Director ofthe Bank with effect from 14th March 2021 consequent upon completion ofeight years on the Board of the Bank in accordance with the provisions of Section 10(2A)(i) of the B R Act. Your Directors place on record their sincere appreciation for thecontribution made by Prof. Dev during his tenure as a Director of the Bank.

The Members of the Bank had at the AGM held on 20th July 2017 approvedthe appointment of Mr. Uday Chander Khanna (DIN No. 00079129) as an Independent Directoron the Board of the Bank to hold office for a period of 5 years commencing from 16thSeptember 2016 up to 15th September 2021. The Bank has received a declarationfrom Mr. Khanna to the effect that he meets the criteria of independence as provided underSection 149(6) of the Act read with the Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations and is also eligible to be appointed as a Director in termsof

Section 164 of the Act. Mr. Khanna has also given his consent to act as a Director.Based on the recommendation of the NRC and on the basis of the skill expertise andoutcome of performance evaluation the Board of Directors of the Bank at its meeting heldon 29th June 2021 approved the re-appointment of Mr. Khanna as an IndependentDirector of the Bank to hold office for a second term of three years with effect from 16thSeptember 2021 up to 15th September 2024 (both days inclusive)subject to the approval of the Members of the Bank. This is in line with the provisions ofSection 10A(2A) of the BR Act which stipulates a maximum permissible tenure of eightcontinuous years as a Non-Executive Independent Director.

Directors retiring by rotation

At the Meeting of the Board of Directors held on 29th June 2021 the Boardapproved the proposal relating to the re-appointment of Mr. C. Jayaram (DIN:00012214) as the Non-Executive Director of the Bank liable to retire by rotation at theensuing AGM in terms of Section 152 of the Act. The details of the Directors along withthe rationale for their proposed appointment / re-appointment as mentioned above areincluded in the Notice convening the Thirty-Sixth AGM of the Bank.

Declaration from Independent Directors

All the Independent Directors of the Bank have submitted the requisite declarationsstating that they meet the criteria of independence as prescribed under Section 149 (6)and (7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The saiddeclarations were placed before the Board for their review. The Board after dueassessment has confirmed and taken on record the said declarations and has duly verifiedthe same. In the opinion of the Board all the Independent Directors fulfil the saidconditions as mentioned in Section 149(6) of the Act and SEBI Listing Regulations and areindependent of the Management. All the Independent Directors of the Bank have compliedwith the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 with respect to registration with the IndianInstitute of Corporate Affairs for the Independent Directors' Data base and have passedthe proficiency test or are exempted from the same. There has been no change in thecircumstances affecting their status as Independent Directors of the Bank. In the opinionof the Board the Independent Directors possess the requisite integrity experienceexpertise and proficiency required under all applicable laws and the policies of the Bank.

Certificate from a Company Secretary in Practice

In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations theBank has obtained a Certificate from Rupal D. Jhaveri Practising Company Secretaryconfirming that none of the Directors on the Board of the Bank have been debarred ordisqualified from being appointed or continuing as Directors of the companies either bythe Securities and Exchange Board of India or the Ministry of Corporate Affairs or anyother Statutory / Regulatory Authorities. The certificate obtained by the Bank from RupalD. Jhaveri Practising Company Secretary is annexed to this Report.

Director e-KYC

The Ministry of Corporate Affairs has vide amendments to the Companies (Appointment andQualification of Directors) Rules 2014 mandated registration of KYC of all Directors.All the Directors of the Bank have complied with said requirement for FY 2020-21.

Board Evaluation

The Bank conducted the performance evaluation of the Individual Directors BoardCommittees the Board as a whole and the Chairman of the Bank in accordance with theprovisions of the Act and the SEBI Listing Regulations including Guidance Note on BoardEvaluation issued by SEBI on 5th January 2017. The NRC of the Board approvesthe criteria and the mechanism for carrying out the said performance evaluation process.Accordingly the NRC approved the assessment questionnaire designed for the annualperformance evaluation which broadly covered the following criteria: (i) Board -Competencies composition and structure board dynamics process and procedurefunctioning oversight of committee functioning and ethics and compliance.

(ii) Committees - Composition and quality adequacy of independence congenialenvironment for operation frequency flow of updates process and procedure terms ofreference and effectiveness in terms of respective roles assigned to the Committees.

(iii) Chairman - Key focus areas covering understanding of the role commitment teamwork attributes utilisation of domain expertise effective communication etc.

(iv) Individual Directors - Understanding of role commitment effective contributionindependent view to decision making etc.

The aforesaid questionnaire was circulated to all the Directors of the Bank for theannual performance evaluation. The Board evaluated the effectiveness of its functioningand that of the Committees and of individual Directors through the annual Board EvaluationProcess.

The Bank had engaged an external professional services firm for issuing a report on theBoard Evaluation for the Bank based on the responses received from the Directors. Basedon the assessment of the responses received to the questionnaire from the Directors on theannual evaluation of the Board its Committees the Chairman and the individual Directorsthe Board Evaluation Report was placed before the meeting of the Independent Directors forconsideration. Similarly the Board at its meeting held on 5th March 2021assessed the performance of the Independent Directors and the outcome of the Boardperformance evaluation exercise.

The Directors noted that the results of the performance evaluation of the Board and itsCommittees Chairman and individual directors indicated a high degree of satisfactionamongst the directors. Some of the suggestions given by the Directors were continuingeducation program including on-boarding to enhance understanding of relevant riskregulatory and industry issues increasing the frequency of Committee Meetings enhancingthe role of the NRC and the Audit Committee of the Bank. The Bank has accepted all thesuggestions made which emanated from the Board performance evaluation and appropriateaction has been taken by arranging training programmes for the Directors re-viewing thecomposition of the Board Committees making the Risk Management Committee and the GroupRisk Management Committee as Board Committees increasing the frequency of CommitteeMeetings etc.. The status of compliance of the said suggestions will be reviewed andreported to the Board.

Further the Bank had taken necessary steps to comply with the suggestions which hadarisen from the Board performance evaluation for FY 2019-20.

KEY MANAGERIAL PERSONNEL

During the year under review your Bank has appointed Ms. Avan Doomasia as the CompanySecretary and Key Managerial Personnel of the Bank with effect from 1stDecember 2020 consequent upon the retirement of Ms. Bina Chandarana with effect from theclose of business hours on 30th November 2020. The following officials of theBank are the Key Managerial Personnel pursuant to the provisions of Section 203 of theCompanies Act 2013 and Rule 8 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014: i. Mr. Uday Kotak Managing Director & ChiefExecutive Officer ii. Mr. Dipak Gupta Joint Managing Director iii. Mr. K.V.S. ManianWhole-time Director iv. Mr. Gaurang Shah Whole-time Director v. Mr. Jaimin Bhatt GroupPresident and Group Chief Financial Officer vi. Ms. Avan Doomasia Company Secretary

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors of the Bank is governed by the provisionsof Section 35B of the Banking Regulation Act 1949. The Nomination and RemunerationCommittee ("NRC") has formulated the criteria for appointment of Directors andSenior Management Personnel. Based on the criteria set the NRC recommends to the Boardthe appointment of Directors and Senior Management Personnel.

The NRC reviews the range of skills experience and expertise on the Board andidentifies its needs. After a detailed search a master list of candidates is prepared.The NRC then shortlists the candidates from the master list based on the selectioncriteria viz. qualifications knowledge experience skills expertise fit and properstatus positive attributes as per the suitability of the role independent status andvarious regulatory / statutory requirements as may be required of the candidate. Afterdetailed discussions and deliberations the NRC recommends the candidate to the Board.

The Bank adheres to the process and methodology prescribed by the Reserve Bank of India("RBI") in respect of the ‘Fit & Proper' criteria as applicable toPrivate Sector Banks signing of Deeds of Covenants which binds the Directors to dischargetheir responsibilities to the best of their abilities individually and collectively inorder to be eligible for being appointed/re-appointed as a Director of the Bank. Theprescribed declarations / undertakings given by the Directors other than that of theMembers of the NRC are placed before the NRC and the declarations / undertakings given bythe 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 annualbasis and also at the time of their appointment / re-appointment in compliance with thesaid laws. An assessment on whether the Directors fulfil the prescribed criteria iscarried out by the NRC and the Board on an annual basis and also at the time of theirappointment / re-appointment.

RBI vide its circular no. DOR.Appt.BC.No.23/29.67.001/2019-20 dated 4thNovember 2019 has issued the Guidelines on Compensation of Whole Time Directors / ChiefExecutive Officers / Material Risk Takers and Control Function Staff of Private SectorBanks on Compensation Policy. In accordance with the aforesaid RBI Circular the Board ofthe Bank has adopted a revised Compensation Policy for its Whole-time Directors ChiefExecutive Officer of the Bank and other employees. The said Policy was amended on 30thMay 2021 and thereafter on 29th June 2021. The salient features of theCompensation Policy are as follows: Objective:

• To maintain fair consistent and equitable compensation practices in alignmentwith Kotak's core values and strategic business goals.

• To ensure effective governance of compensation and alignment of compensationpractices with prudent risk taking.

• To have mechanisms in place for effective supervisory oversight and Boardengagement in compensation.

• To ensure that the compensation practices are within the regulatory frameworkstipulated from time to time by RBI.

Compensation structure comprises total remuneration consisting of:

• Fixed Pay which includes perquisite pay/ benefits

• Variable Pay which includes Performance bonus/Incentive Long Term IncentivePay in form of cash bonuses all share-linked instruments (e.g. ESOP SARS etc.)

• Other payments which includes Joining/ Sign on Bonus Severance packageDeferred Incentive Plans etc.

Further the employees have been broadly classified into following categories:

(i) Category I – Comprising Managing Director & Chief Executive Officer andWhole Time Directors ("WTDs"). (ii) Category II – Material Risk Takers("MRTs").

These include employees whose actions may have material impact on the risk exposures ofthe Bank and who satisfy both - qualitative and quantitative criteria as given below: a.Qualitative Criteria: Employees in the Grade M10 and above b. Quantitative Criteria: FixedCost To Company ("FTCTC") is Rs.1 crore p.a. and above.

This excludes employees under Category III.

(iii) C ategory III – Risk control and compliance employees comprising staff inGrade M9 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

• Investor Relations

(iv) Category IV: Other employees - This includes all employees not explicitly coveredin the first three categories.

The limits on the ratio of total Variable Pay (Including Cash or Non Cash Pay) to FixedPay and the limits on the ratio of Cash v/s Non Cash within Variable Pay is outlined foreach category of employee classification. Further Malus and Clawback clauses areapplicable as per the Compensation Policy.

The NRC of the Bank and the Board reviewed and approved all the amendments to the saidCompensation Policy.

The details of the remuneration paid to the Non-Executive Chairman Executive andNon-Executive Directors of the Bank for the year ended 31st March 2021 isprovided in the Report on Corporate Governance annexed to this Report.

Mr. Prakash Apte the Non-Executive Part-time Chairman of the Bank receives a fixedamount of remuneration as recommended by the Board and approved by the Members of the Bankand RBI from time to time. Mr. Apte also receives remuneration by way of sitting fees forattending meetings of the Board or Committees thereof.

The RBI had vide its circular no. DBR.No.BC.97/29.67.001/2014-15 dated 1stJune 2015 issued guidelines on payment of compensation upto a maximum amount of Rs.10lakh payable annually to the Non-Executive Directors ("NEDs") of private sectorbanks. Accordingly the Board of Directors of the Bank (in consultation with theNRC) has formulated and adopted a comprehensive compensation policy for NEDs (other thanNon-Executive Part-time Chairperson). Further RBI vide its circular bearing No.RBI/2021-22/24 OR.GOV.REC.8/29.67.001/2021-22 dated 26th April 2021 titled"Corporate Governance in Banks - Appointment of Directors and Constitution ofCommittees of the Board" effective from FY 2021-22 has permitted payment of fixedremuneration to the NEDs excluding the Non-Executive Part-time Chairperson up to a sumnot exceeding Rs.20 lakh per annum for each NED.

Based on the recommendation of the NRC the Board at its meeting held on 29thJune 2021 approved the payment of compensation by way of a fixed remuneration to theNEDs of the Bank (except the Non-Executive Part-time Chairperson) linked to fixed baseamount plus amounts linked to attendance membership of specific committees or any otherparameter upto an amount not exceeding Rs.20 lakh per annum or such other amount as maybe prescribed by RBI from time to time subject to the approval of the Members of theBank by way of a special resolution as required under Sections 197 and 198 of the Actat the ensuing Annual General Meeting.

The salient features of the revised Compensation Policy for NED are as follows: i.Compensation structure broadly divided into: a. Sitting fees b. Re-imbursement of expensesc. Compensation in the form of Fixed Remuneration ii. Amount of sitting fees andremuneration to be decided by the Board from time to time subject to the regulatorylimits. iii. Overall cap on compensation in the form of fixed remuneration for each NED(excluding the Non-Executive Part-time Chairperson) of Rs.20 lakh per annum or such otheramount as may be prescribed by the RBI from time to time. iv. NEDs not eligible for anystock options of the Bank.

The Remuneration paid to the Key Managerial Personnel is in line with the CompensationPolicy of the Bank which is based on the RBI Guidelines. In addition to the above theNon-Executive Part-time Chairman of the Bank is paid a fixed remuneration as approved byRBI and the Members. The Compensation Policy is available on the Bank's website viz. URL:https://www.kotak.com/content/kotakcl/en/investor-relations/governance/policies.html

DISCLOSURES PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

The disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this Report.

CORPORATE GOVERNANCE REPORT

The Bank is committed to achieving and adhering to the highest standards of CorporateGovernance and constantly benchmarks itself with best practices in this regard.

Pursuant to Regulation 27 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") a separate section entitled ‘Report on Corporate Governance' hasbeen included in this Annual Report along with the Certificate issued by the StatutoryAuditors of the Bank confirming compliance with the mandatory requirements relating toCorporate Governance. The Report of Corporate Governance also contains certain disclosuresrequired under the Companies Act 2013 including the details of the Board meetings heldduring the year ended 31st March 2021.

The Bank also files with the Stock Exchanges the quarterly Report on CorporateGovernance in terms of Regulation 27(2) of the SEBI Listing Regulations. The said Reportshave been uploaded on the website of the Bank and are available onhttps://www.kotak.com/en/investor-relations/governance/sebi-listing-disclosures.html.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of your Bank had appointed Parikh & Associates Company Secretaries Mumbaia peer reviewed firm to act as the Secretarial Auditor of the Bank for FY 2020-21. TheSecretarial Audit Report for the financial year ended 31st March 2021 asrequired under Section 204 of the Act and Regulation 24A of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") is annexed to this Report. Your Bank is incompliance with the applicable Secretarial Standards issued by The Institute of CompanySecretaries of India and approved by the Central Government under Section 118(10) of theAct for FY 2020-21. The Secretarial Auditor's Report does not contain any qualificationsreservations adverse remarks or disclaimers and is annexed to this Report Kotak MahindraLife Insurance Company Limited ("KLI") the Bank's material unlisted subsidiaryhas completed its secretarial audit and there are no reservations or adverse remarks ordisclaimers made in the Secretarial Audit Report for the financial year ended 31stMarch 2021. The Secretarial Audit Report of KLI is annexed to this Report.

In terms of the SEBI circular dated 8th February 2019 your Bank hassubmitted the Annual Secretarial Compliance Report for FY 2020-21 to the Stock Exchangeswithin the prescribed time and the same is available on websites of the Stock Exchangesi.e. the BSE Limited (www.bseindia.com) the National Stock Exchange of India Limited(www.nseindia.com) and on the Bank's website viz URL:https://www.kotak.com/en/investor-relations/governance/sebi-listing-disclosures.html.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors based on the representations received from the operational managementconfirm in pursuance of Sections 134(3) and 134(5) of the Companies Act 2013("Act") that:

(i) your Bank has in the preparation of the annual accounts for the financial yearended 31st March 2021 followed the applicable accounting standards andguidance provided by The Institute of Chartered Accountants of India along with properexplanations relating to material departures if any;

(ii) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Bank as at 31st March 2021 and of theprofit of your Bank for the financial year ended 31st March 2021;

(iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of your Bank and for preventing anddetecting 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 thatsuch internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014the 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.

STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP Chartered Accountants (Firm Registration Number:001076N/N500013) were appointed as the Statutory Auditors of the Bank for a period of twoyears from financial year 2019-20 to financial year 2020-21. In view of the Guidelines forAppointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of CommercialBanks (excluding RRBs) UCBs and NBFCs (including HFCs) issued by the Reserve Bank ofIndia ("RBI") vide Circular No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27thApril 2021 ("RBI Circular/Guidelines") read together with Frequently AskedQuestions the current Statutory Auditors can now be a Joint Statutory Auditor of the Bankfor a continuous period of three years including the number of years for which they havebeen Statutory Auditors effective FY 2021-22 subject to the audit firms satisfying theeligibility norms stipulated therein each year. Further since the Bank's asset size ismore than the threshold stipulated in the said RBI Circular the statutory audit of theBank would need to be conducted under the joint audit with a minimum of two JointStatutory Auditors.

Based on the recommendation of the Audit Committee the Board at its meeting held on 24thJune 2021 inter alia approved and recommended subject to the approval of RBIthe following for the approval of the Members: (i) re-appointment of M/s. Walker Chandiok& Co LLP as the Joint Statutory Auditors of the Bank for FY 2021-22 to hold officefrom the conclusion of the Thirty Sixth Annual General Meeting ("AGM") until theconclusion of the Thirty Seventh AGM of the Bank; and (ii) appointment of M/s. PriceWaterhouse LLP Chartered Accountants (Firm Registration Number: 301112E/E300264) as theother Joint Statutory Auditors of the Bank for a period of three years with effect fromFY 2021-22 to hold office from the conclusion of the Thirty Sixth AGM until theconclusion of the Thirty Ninth AGM of the Bank subject to the approval of RBI every yearfor the purpose of the audit of the Bank's standalone and consolidated financialstatements.

M/s. Walker Chandiok & Co LLP and M/s. Price Waterhouse LLP have consented to actas the Joint Statutory Auditors of the Bank and have intimated that such appointment wouldbe in accordance with the conditions prescribed in Section 139 of the Companies Act 2013("Act") and have also confirmed their eligibility to be re-appointed / appointed(as the case may be) as Statutory Auditors in terms of Section 141 of the Act andapplicable rules and RBI guidelines. The RBI has vide its letter bearing Ref No.DOS.ARG.No. PS-91/08.46.005/2021-2022 dated 9th July 2021 granted its approvalfor the aforementioned re-appointment / appointment of the Statutory Auditors forFY 2021-22.

Further in terms of the authority granted by the Board to the Audit Committee at itsmeeting held on 26th July 2021 the Audit Committee approved of thepayment of an overall audit fee of Rs.29000000 lakh for FY 2021-22 to be allocated bythe Bank between M/s. Walker Chandiok & Co LLP and M/s. Price Waterhouse LLPdepending upon their respective scope of work and additionally out of pocket expensesoutlays and taxes.

The approval of the Members is being sought at the ensuing AGM for the aforementionedre-appointment / appointment of the Joint Statutory Auditors of the Bank along with theproposed annual fee as set out in the Notice of the ensuing AGM of the Bank.

As required under Regulation 33(1)(d) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Joint Auditorshave confirmed that they have subjected themselves to the peer review process of theInstitute of Chartered Accountants of India ("ICAI") and that they hold a validcertificate issued by the Peer Review Board of ICAI.

There are no qualifications reservations adverse remarks or disclaimers made byMessrs. Walker Chandiok & Co. LLP Chartered Accountants in the Statutory AuditorsReport.

Payment of additional fees /remuneration to the existing Statutory Auditors forfinancial year 2020-21:

At the AGM of the Bank held on 22nd July 2019 the Members approved theappointment of M/s. Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration Number. 001076N/N500013) as the Statutory Auditors of the Bank for a periodfor two years and for the payment of an annual remuneration / fees to them for anamount of Rs.19000000 plus outlays and taxes at the applicable rates for the purpose ofaudit of the Bank's accounts. Based on the approval and recommendation of the AuditCommittee the Board at its meeting held on 29th June 2021 approved of thepayment of additional remuneration subject to the approval of the Members of theBank and such other consents/permissions/ sanctions as may be required from any Regulatory/ Statutory authority if any. The approval of the Members is being sought at the ensuingAGM for payment of additional fees/remuneration of

Rs.2400000 plus outlays and taxes at the applicable rates to M/s. Walker Chandiok& Co LLP Chartered Accountants for additional certification requirements and generalincrease in efforts for FY 2020-21.

INTERNAL FINANCIAL CONTROLS

The Board of Directors confirm that your Bank has laid down set of standards processesand structure which enables it to implement internal financial controls across theorganisation with reference to financial statements and that such controls are adequateand are operating effectively. Controls are reviewed / revisited / updated / deleted eachyear for change in processes / organisational changes/product changes etc. Given theCOVID-19 pandemic all additional controls that were implemented due to lockdowns andconsequential Work From Home requirements were also considered and incorporated. Testingis done for each of the controls with the help of an independent firm of CharteredAccountants on behalf of Management who confirm to the Audit Committee of the Bank theexistence and operating effectiveness of controls over financial reporting. During theyear under review no material or serious observations were observed for inefficiency orinadequacy of such controls.

IMPLEMENTATION OF IND AS

The Ministry of Finance Government of India has vide its press release dated 18thJanuary 2016 outlined the roadmap for implementation of International Financial ReportingStandards ("IFRS") converged Indian Accounting Standards ("Ind AS")for Scheduled Commercial Bank (excluding RRBs) Non-Banking Financial Companies andInsurance companies. The Reserve Bank of India ("RBI") had advised Banks videcircular no. RBI/2015- 16/315DBR.BP.BC. No.76/21.07.001/2015-16 dated 11thFebruary 2016 to follow Ind AS from 1st April 2018 as notified under theCompanies (Indian Accounting Standards) Rules 2015 subject to any guideline/directionissued in this regard. Subsequently RBI through its first monetary policy statement forFY 2018-19 on 5th April 2018 deferred Ind AS implementation for theScheduled Commercial Bank ("SCB") (excluding RRBs) by one year i.e. theimplementation of Ind AS to begin from 1st April 2019 onwards. Further RBIvide circular no. DBR.BP.BC.No.29/21.07.001/2018-19 dated 22nd March 2019deferred the implementation of Ind AS for SCBs till further notice. The RBI has not issuedany further notification on implementation of Ind AS for SCBs.

As per RBI directions your Bank has taken the following steps so far: i. SubmittedStandalone Proforma Ind AS Financial Statements to RBI on a quarterly basis effective FY2018-19 as required. ii. Formed Steering Committee for Ind AS implementation. TheSteering Committee comprises representatives from Finance Risk Operations and Treasury.

The Committee oversees the progress of Ind AS implementation in the Bank and providesguidance on critical aspects of the implementation such as Ind AS technical requirementssystems and processes business impact people and project management. The Committeeclosely reviews progress of Ind AS implementation.

iii. T he Bank has identified gaps in IT Systems and the changes required to automateInd AS. The Bank is in the process of taking necessary steps for

Ind AS implementation. The Bank will continue to liaise with RBI and industry bodies onvarious aspects pertaining to Ind AS implementation.

RELATED PARTY TRANSACTIONS

During the year except as mentioned below the Bank has not entered into anymaterially significant transactions with its Promoters Directors ManagementSubsidiaries or relatives of the Directors/Management which could lead to a potentialconflict of interest between the Bank and these parties other than transactions enteredinto in the ordinary course of business. All the Related Party Transactions that wereentered into during the financial year were on an arm's length basis and were in ordinarycourse of business. Hence pursuant to Section 134(3)(h) read with Rule 8(2) of theCompanies (Accounts) Rules 2014 there are no Related Party Transactions to be reportedunder Section 188(1) of the Companies Act 2013 and hence Form AOC-2 is not applicable tothe Bank. The Members of the Bank have granted their consent by way of Postal Ballot forentering into / carrying out / and / or continuing with material related partytransactions with Infina Finance Private Limited (Mr. Suresh Kotak father of Mr. UdayKotak Managing Director & CEO Promoter and a Key Managerial Personnel of the Bankand Mr. Jaimin Bhatt Group President & Group Chief Financial Officer and a KeyManagerial Personnel of the Bank who are Directors on the Board of Infina Finance PrivateLimited) and with Mr. Uday Kotak Managing Director & CEO and Key Managerial Personnelof the Bank with respect to Deposits other banking transactions / arrangements /service etc. which may exceed or have exceeded 10% of the annual consolidated turnover ofthe Bank wherein Deposits would form a substantial portion of such transaction value. Thesaid transactions were in the ordinary course of business for the Bank and at an arm'slength basis. Other than the aforesaid transactions the Bank has not entered into anymaterial financial or commercial transactions with the Directors or the Management ortheir relatives or the companies and firms etc. in which they were either directly orthrough their relatives interested as directors and/or partners. The Bank has not enteredinto any material financial or commercial transactions with its subsidiaries and otherrelated parties as per AS-18 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 that may have potentialconflict with the interest of the Bank at large. Further there were no related partytransactions which were not in the ordinary course of business or at an arm's lengthbasis. All Related Party Transactions are placed before the Audit Committee for its reviewand approved on a quarterly basis. An omnibus approval of the Audit Committee is obtainedfor the Related Party Transactions which are repetitive in nature. Further all RelatedParty Transactions are reviewed by the Statutory Auditors of the Bank. Also during theyear the Bank had engaged the services of an external auditor for verification of theRelated Party Transactions its disclosure and validation of the process followed by theBank.

All Related Party Transactions as required under Accounting Standards AS-18 arereported in Note 25 of Schedule 17 - Notes to Accounts of the Consolidated FinancialStatements and Note 7 of Schedule 18B – Notes to Accounts of the Standalone FinancialStatements of your Bank.

In terms of the SEBI Listing Regulations relating to Corporate Governance the Bank'sPolicy on dealing with Related Party Transactions is available on the Bank's website viz.URL: https://www.kotak.com/en/investor-relations/governance/policies.html

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act 2013 ("Act") exceptsub-section (1) do not apply to loans made guarantees given securities provided by abanking company in the ordinary course of its business are exempted from the disclosurerequirement under Section 134(3)(g) of the Act.

The particulars of investments made by the Bank are disclosed in Schedule 8 of theFinancial Statements as per the applicable provisions of Banking Regulation Act 1949.

RISK MANAGEMENT POLICY

Pursuant to Regulation 21 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Bank has constituted aRisk Management Committee details of which can be referred to in the Corporate Governancereport forming part of this Report. Your Bank has a robust Risk Management Framework.While Risk Management is the responsibility of the Board of Directors it has delegatedits powers relating to monitoring and reviewing risks associated with the Bank to the RiskManagement Committee. The Bank has also adopted a Group Enterprise wide Risk Managementframework supported by appropriate policies and processes for management of Credit RiskMarket Risk Liquidity Risk Operational Risk and various other Risks. Details ofidentification assessment mitigations monitoring and the management of these Risks arementioned in the Management Discussion and Analysis Report appended to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Bank has undertaken various initiatives for conservation of energy. Details of thesame are available in the Business Responsibility Report of the Bank which is available onthe 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 inthe para on ‘Technology and Digitisation'. Further the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 for Foreign Exchange Earnings are not applicable to your Bank.

REPORTING OF FRAUDS BY AUDITORS

During the year under review no instances of fraud committed in the Bank by itsofficers or employees were reported by the Statutory Auditors and Secretarial Auditorunder Section 143(12) of the Companies Act 2013 to the Audit Committee or the Board ofDirectors of the Bank.

MAINTENANCE OF COST RECORDS

Being a Banking Company your Bank is not required to maintain cost records asspecified by the Central Government under Section 148(1) of the Companies Act2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND OPERATIONS IN FUTURE

During the year under review no significant and / or material order was passed by anyRegulatory or Court or Tribunal against the Bank which could impact the going concernstatus or its future operations.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE BANK

There are no material changes and commitments which affected the financial position ofyour Bank which occurred between the end of the financial year to which the financialstatements relate and up to the date of this Report.

ANNEXURES

The following statements/reports/certificates are annexed to the Directors' Report:

i. Certificate confirming that that none of the Directors of the Bank have beendebarred or disqualified from being appointed or continuing as directors of companies bySEBI/Ministry of Corporate Affairs or any such statutory authority.

ii. Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

iii. Annual Report on Corporate Social Responsibility Activities of the Bank for thefinancial year ended 31st March 2021.

iv. Secretarial Audit Report pursuant to Section 204 of the Companies Act 2013 andRegulation 24A of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

v. Management Discussion and Analysis Report pursuant to Schedule V Part B of the SEBIListing Regulations.

vi. Corporate Governance Report pursuant to Schedule V Part C of the SEBI ListingRegulations.

vii. Certificate from the auditors regarding compliance of conditions of corporategovernance as stipulated in para E of Schedule V of the SEBI Listing

Regulations.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the valuable guidanceand support received from the Reserve Bank of India the Securities and Exchange Board ofIndia Stock Exchanges Insurance Regulatory and Development Authority and otherGovernment and Regulatory agencies.

Your Directors acknowledge the support of the Members for their continued support andalso wish to place on record their appreciation of employees for their commendableefforts commitment teamwork and professionalism.

To

The Members

Kotak Mahindra Bank Limited

27BKC C 27 G Block Bandra Kurla Complex Bandra (E) Mumbai – 400051

I have examined the relevant registers records forms returns and disclosuresreceived from the Directors of Kotak Mahindra Bank Limited having CIN L65110MH1985PLC038137and having registered office at 27BKC C 27 G Block Bandra Kurla Complex Bandra (E)Mumbai – 400051 (hereinafter referred to as ‘the Company') produced before meby the Company for the purpose of issuing this Certificate in accordance with Regulation34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

In my opinion and to the best of my information and according to the verifications(including Directors Identification Number (DIN) status at the portal www.mca.gov.in)as considered necessary and explanations furnished to me by the Company & itsofficers I hereby certify that none of the Directors on the Board of the Company asstated below for the Financial Year ending on 31st March 2021 have beendebarred or disqualified from being appointed or continuing as Directors of companies bythe Securities and Exchange Board of India Ministry of Corporate Affairs Reserve Bank ofIndia or any such other Statutory Authority

Sr. No. Name of the Director DIN Date of appointment in Company*
1 Mr. Prakash Apte 00196106 18th March 2011
2 Prof. S. Mahendra Dev 06519869 15th March 2013
3 Ms. Farida Khambata 06954123 7th September 2014
4 Mr. Uday Khanna 00079129 16th September 2016
5 Mr. Uday Shankar 01755963 16th March 2019
6 Dr. Ashok Gulati 07062601 6th March 2021
7 Mr. C Jayaram 00012214 1st October 1999
8 Mr. Uday Kotak 00007467 21st November 1985
9 Mr. Dipak Gupta 00004771 1st October 1999
10 Mr. K.V.S Manian 00031794 1st November 2019
11 Mr. Gaurang Shah 00016660 1st November 2019

 

* Date of appointment is taken from MCA1 Ceased to be the Director ofthe Bank with effect from 14th March 2021

Ensuring the eligibility of for the appointment / continuity of every Director on theBoard is the responsibility of the management of the Company. My responsibility is toexpress an opinion on these based on my verification. This certificate is neither anassurance as to the future viability of the Company nor of the efficiency or effectivenesswith which the management has conducted the affairs of the Company.

Rupal Dhiren Jhaveri
FCS No: 5441
Certificate of Practice No.: 4225
ICSI UDIN: F005441C000522716
Peer Review Certificate No.: 1139/2021
Place : Mumbai
Date : June 26 2021

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