Kotak Mahindra Bank Ltd Directors Report.

To the Members,

KOTAK MAHINDRA BANK LIMITED

Your Directors have pleasure in presenting the Thirty-Seventh Annual Report of Kotak Mahindra Bank Limited ("Bank") together with the audited Financial Statements for the financial year ("FY") ended 31st March, 2022.

FINANCIAL HIGHLIGHTS

(A) Consolidated*:

(Rs in crore)

FY 2021-22 FY 2020-21*
Total Income 58,882.82 56,296.47
Total expenditure, excluding provisions and contingencies 42,162.87 40,275.70
Operating Profit 16,719.95 16,020.77
Provisions and contingencies, excluding provision for tax 771.65 2,852.43
Profit Before Tax 15,948.30 13,168.34
Provision for Taxes 4,016.43 3,265.44
Profit After Tax 11,931.87 9,902.90
Add: Share in Profit of Associates 157.52 87.30
Consolidated Profit for the Group 12,089.39 9,990.20
Earnings per equity share:
Basic (Rs) 60.76 50.53
Diluted (Rs) 60.73 50.49

*The Financial Statements of the subsidiaries and associates used for preparation of the consolidated financial statements are in accordance with the Generally Accepted Accounting Principles in India ("GAAP") specified under Section 133 and relevant provisions of the Companies Act, 2013 ("Act"). The financial statements of Indian subsidiaries (excluding insurance companies) and associates are prepared as per Indian Accounting Standards in accordance with the Companies (Indian Accounting Standards) Rules, 2015.

(B) Standalone:

(Rs in crore)

FY 2021-22 FY 2020-21*
Total Income 33,393.17 31,846.79
Total expenditure, excluding provisions and contingencies 21,342.30 20,084.76
Operating Profit 12,050.87 11,762.03
Provisions and contingencies, excluding provisions for taxes 689.56 2,459.04
Profit Before Tax 11,361.31 9,302.99
Provision for Taxes 2,788.62 2,338.15
Profit After Tax 8,572.69 6,964.84
Add: Surplus brought forward from the previous year 24,749.78 20,511.81
Amount available for appropriation 33,322.47 27,476.65
Appropriations:
Statutory Reserve under Section 17 of the Banking Regulation Act, 1949 2,143.18 1,741.21
Transfer to Capital Reserve 9.47 14.50
Transfer to Special Reserve 95.00 110.00
Transfer to Investment Fluctuation Reserve Account 400.00 820.66
Dividend paid ** 218.96 40.50
Surplus carried to Balance Sheet 30,455.86 24,749.78

Notes:

**The Bank has paid interim dividend at the rate of Rs 0.405 per share on the Perpetual Non-Cumulative Preference Shares ("PNCPS") for FY 2021-22 (Previous Year: Rs 0.405 per share), to all holders of PNCPS whose names appeared in the Register of Members / Beneficial holders list on the book closure date of 18th March, 2022. Further, the Reserve Bank of India ("RBI") has allowed banks to pay dividend on equity shares from the profits for FY 2021 -22, subject to the quantum of dividend being not more than the amount determined as per the dividend pay-out ratio prescribed in the RBI circular dated 4th May, 2005 and subject to the banks complying with the criteria laid down in the said circular. The Bank has complied with all the criteria specified in the above RBI circular and the Board of Directors of the Bank have proposed a dividend ofRs 1.10 per share (Face Value Rs 5/-) for FY 2021-22 (previous year Rs 0.90 per share). As per the requirements of revised AS 4 - ‘Contingencies and Events Occurring after the Balance Sheet Date, this dividend pay out has been appropriated from the amount available for appropriation in the year of pay-out.

 

APrevious year amounts have been re-classified for consistency with the current year presentation.

FINANCIAL PERFORMANCE

On a Standalone basis, Profit after Tax ("PAT") of the Bank was Rs 8,572.69 crore in FY 2021-22 compared to Rs 6,964.80 crore in FY 2020-21. Net Interest Income ("NII") of the Bank for FY 2021-22 was Rs 16,817.91 crore as against Rs 15,339.60 crore in FY 2020-21.

The Consolidated PAT was Rs 12,089.39 crore in FY 2021-22 compared to Rs 9,990.20 crore in FY 2020-21. Further, the Group had Net Worth of Rs 96,634.08 crore as on 31st March, 2022 (Rs 84,336.45 crore as on 31st March, 2021). The book value per equity share was at Rs 486.90 as on 31st March, 2022 (Rs 425.55 as on 31st March, 2021).

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

CAPITAL

During the year, your Bank allotted 2,826,092 equity shares arising out of the exercise of Employees Stock Options granted to the Whole-time Directors and Eligible Employees of your Bank and its subsidiaries.

Post allotment of the aforesaid equity shares, the total issued, subscribed and paid-up share capital of the Bank as at 31st March, 2022 stood at Rs 14,923,308,800 comprising 1,984,661,760 equity shares of Rs 5 each and 1,000,000,000 preference shares of Rs 5 each.

CAPPING ON PROMOTERS VOTING RIGHTS

The Reserve Bank of India ("RBI"), vide its press release and guidance dated 26th November, 2021, intimated acceptance of certain recommendations of the Internal Working Group ("IWG") set up to review the Extant Ownership Guidelines and Corporate Structure for Indian Private Sector Banks including, inter alia, a recommendation to raise the cap of promoters stake in banks to 26% of paid-up voting equity share capital. Accordingly, the promoters voting rights in the Bank have now been capped at 26%, instead of 15% earlier.

DIVIDEND

The Board of Directors of the Bank have, at their meeting held on 4th May, 2022, recommended a dividend of Rs 1.10 per equity share for FY 2021-22. The dividend, if approved by the members, would entail a payout of approximately Rs 218.40 crore based on the capital as on 30th June, 2022 (Previous Year: Rs 178.46 crore). The dividend would be paid to all the equity shareholders, whose names would appear in the Register of Members / list of Beneficial owners on the Record Date fixed for this purpose i.e. 12th August, 2022.

Further, the Board of Directors of the Bank, at their meeting held on 18th / 19th March, 2022, declared an interim dividend on the Perpetual Non-Cumulative Preference Shares ("PNCPS") of the face value of Rs 5 each issued by the Bank, carrying a dividend rate of 8.10% p.a., in respect of FY 2021-22, as per the terms of issuance of PNCPS. This has entailed a payout of Rs 40.50 crore (Previous Year: Rs 40.50 crore). The members are requested to confirm the payment of the aforesaid interim dividend on PNCPS at the ensuing Annual General Meeting ("AGM").

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and as reviewed and adopted by the Board of Directors of the Bank, is available on the Banks website viz., URL: https://www.kotak.com/content/kotakcl/en/investor-relations/qovernance/policies.html

DEBENTURES AND BONDS

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

As on 31st March, 2022, outstanding Unsecured, Redeemable Non-Convertible, Subordinated Debt Bonds ("Bonds") aggregated Rs 306 crore and outstanding Senior Unsecured Rated Listed Redeemable Long Term Bonds in the nature of Non Convertible Debentures aggregated Rs 150 crore. These Bonds have been issued on a private placement basis and are listed on the Stock Exchanges viz., BSE Limited and / or National Stock Exchange of India Limited.

CAPITAL ADEQUACY RATIO

Your Bank has a Capital Adequacy Ratio ("CAR") of 22.69% as at 31st March, 2022 under Basel III, with Tier I being 21.67% (of which, Common Equity Tier 1 ("CET 1") being 21.51%).

RATINGS OF VARIOUS DEBT INSTRUMENTS

The details of all credit ratings obtained by the Bank for various debt instruments outstanding as at 31st March, 2022, are disclosed in the Report on Corporate Governance, forming part of this Report.

DEPOSITS

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

OPERATIONS

Your Bank organises its principal banking business activities into the following business units viz., Consumer Banking, Commercial Banking, Corporate Banking, Treasury and Other Financial Services. The Consumer, Commercial and Corporate Banking businesses correspond to the key customer segments of the Bank. The Treasury offers specialised products and services to these customer segments and also undertakes Asset Liability Management as well as Proprietary Trading for the Bank.

In addition to the banking activities, the Kotak Group offers a significant array of other financial products and services as well, which are operated through its subsidiaries. These products and services include Banking, Financing through Non-Banking Financial Companies ("NBFCs"), Asset Management, Insurance, Broking, Investment Banking, Private Banking and Asset Reconstruction.

Consumer Banking

The Consumer Bank business services a wide spectrum of customers across domestic individuals and households, non-residents, small and medium business segments for a range of products from basic Savings and Current Accounts to Term Deposits, Credit Cards, Unsecured and Secured Loans, Working Capital, Digital Payments and Investments.

As on 31st March, 2022, your Bank had 1,700 branches and 2,705 Automated Teller Machines ("ATMs") and Recyclers. The Bank also has a branch at Dubai International Financial Centre ("DIFC") and Gujarat International Finance Tec-City ("GIFT City"). Due to the continued impact of the COVID-19 pandemic, network expansion plans were gradual on the uptake.

Your Bank is always looking for innovative ways to add value to the services offered to its customers. Keeping this in mind, Micro ATM, which would cut across geographies was introduced. This enablement will widen your Banks network presence for customers and increase the touchpoints across India, thus ensuring your Banks reach and enhanced customer service. There were 5,020 Micro ATMs at end of March 2022.

The Privy League Program offered by your Bank is the premium banking service for the High Net worth Customers. This flagship programme of your Bank has now been extended to senior executives of premium corporates and to high ranking Defence and Police officials, through an exclusive set of curated benefits. Your Bank continues to invest in the feature enrichment of this program via introduction of a power packed premium credit card with lifestyle benefits as well as a life time price waiver, available exclusively to programme members.

Kotak Silk, your Banks program designed especially for women, believes financial independence leads to true empowerment for women. This International Womens Day, Silk unveiled a unique sculpture #MeriUdaan as a tribute to Indian Women on their journey towards becoming Aatmanirbhar. Your Bank also offered an enhanced value proposition that bundled a bouquet of product offers during this period and felicitated its women customers at branches.

Kotak Grand, your Banks program for senior citizens, tied up with Indian Health Organization to provide a Health Card to the customers, which entitles them to discounts on consultation, treatment and healthcare procedures.

Your Bank has improved the on-boarding experience for its Savings Accounts customers during FY 2021-22 by migrating to a new platform for assisted Biometric based account opening. The new platform offers seamless on-boarding experience to your Banks customers with an improved User Interface, instant responses and a capability to handle higher business volumes. Your Bank has also rolled out biometric account opening facility for Business Correspondent channel, in order to reach out and financially empower the unbanked masses.

Your Bank was one of the few banks to be authorised for opening Salary Accounts and Drawing and Disbursing Officer (DDO) accounts of Government departments across Maharashtra. The Memorandum of Understanding ("MOU") was signed with Government of Maharashtra and with the Indian Navy for offering salary accounts to all the Naval personnel. A customised Veer Credit Card was launched specially for the Armed Forces. Further, MOUs were signed with Maharashtra State Forest Department for opening salary accounts of their employees. Your Bank was the first private sector bank to sign an MOU with Prasar Bharati, Indias own broadcasting company, for opening salary accounts of their employees PAN India. Apart from this, an MOU was signed with Food Safety and Standard Authority of India (FSSAI) for opening salary accounts of its employees.

Pay your Contact, a new feature on the Kotak App that enabled customers to send money to a mobile number registered against any app was launched by your Bank this year. Being just one of the three providers of this service, it brought immense value addition to your Banks digitally savvy customers. Further, product enhancements in this space would fuel future growth in transactions and also ensure a more engaged and loyal customer base.

During FY 2021-22, your Bank rolled out many initiatives on the Deposit side under the Financial Inclusion Program.

The My Team Image cards in partnership with Indian Premier League (IPL) teams has been a very successful initiative.

In partnership with PVR, your Bank launched a co-branded debit card i.e. Kotak PVR Debit Card. This Debit Card comes with a host of exclusive privileges, such as customers earn PVR reward points on every purchase carried out using their Kotak PVR Debit Card. Reward Points earned can then be redeemed at PVR outlets for food, beverages or movie tickets.

Education loan tie-up with leading NFBCs was started to provide lending for domestic and international education.

One of the mandatory requirements of German education / employment Visa is to earmark certain sustenance fund in a blocked account. Your Bank is the only Indian bank which has been authorized to provide such facility. To ensure and enhance superior customer experience, a German Portal has been launched to service this request, end to end digitally. This would ensure more applications along with the new customer base.

Your Bank managed to break new grounds in the mobility product - FASTag. Kotak FASTag count is now over 2 million as at 31st March, 2022, with monthly toll payment at more than Rs 145 crore. In FY 2021-22, your Bank has achieved best in industry growth rate and has multiplied its user base by four times acquiring more than 10% of all FASTag users added by the Industry. Your Bank is committed to ensuring seamless experience to National Electronic Toll Collection (NETC) FASTag customers through comprehensive customer portal, widest range of FASTag Recharge Options and proactive awareness and customer education to help improve digitisation of tolling and parking payments in India. Your Bank is also working closely with National Payments Corporation of India (NPCI) / Indian Highway Management Company Limited (IHMCL) on New Technologies and Ecosystem Developments to help improve and add new mobility related use cases to FASTag.

Your Bank has rebranded/repositioned its Current Account product as a business banking solution account and has rolled out various initiatives for its business banking customers to make onboarding convenient and easy. Introduction of Rs instaKit for all business banking constitutions has now enabled the customers to transact immediately once the account is activated. A business banking customer can now be on-boarded on various value added services with a tick on the account opening form. Your Bank provides connected banking solutions to its Micro, Small and Medium Enterprises ("MSME") customers enabling them to connect with various Enterprise Resource Planning (ERP) service providers and Fintechs. Connected banking solutions would further enable a MSME to connect with industry specific ecosystem and help in improving the overall customer ease and experience. Your Bank has successfully integrated itself with multiple data source systems and platforms digitally and now effectively uses publicly available information to cross sell and upsell to its customers. Your Bank is one of the banking partners on the website of Ministry of Corporate Affairs ("MCA").

On World MSME day, your Bank launched a campaign which celebrated the attitude of Indias young entrepreneurs with a series of inspiring videos - Empowering Business, Empowering You, which garnered 21 million reach and 14 million views.

Your Bank has been rapidly growing its presence in Digital Payments. It launched Kotak.biz, an Android App targeted towards merchants, enabling them to accept digital payments through cards, Bharat QR and Unified Payments Interface ("UPI"). The App is live for existing Point of Service ("POS") Merchants and Current Account customers of the Bank.

Looking at enhancing cash flows for merchants, your Bank has developed a new service called Same Day Settlements, which enables a POS Merchant to receive transaction settlements on the same day, instead of the next day.

In an effort to enhance the General Insurance product offering on the Insurance platform, your Bank has made available two unique propositions for its customers this year i.e. Cyber Insurance and Kotak Protect.

The Single Payment Protection Plan, Kotak Group Secure One (KGSO), is a unique solution, especially targeting the millennial and 811 Account Holders.

Your Bank has taken a big leap into creating a digital footprint in FY 2021-22. The Non Resident Indian ("NRI") customers of your Bank can now open Investment Accounts online. This is the most convenient and safe mode of opening Investment Accounts and to start investing in mutual funds. This initiative has led to a three fold rise in NRI Investment Accounts opening in FY 2021-22.

In early FY 2021-22, your Bank enabled National Pension System ("NPS") on Mobile Platforms, both on Android and iOS and is currently, amongst the only two private banks where such facility is being offered to the existing customers. With this enablement, your Banks individual NPS Account sourcing has moved to Mobile Banking, a big leap in digital initiatives by your Bank.

Your Bank has a complete online mechanism to invest through Bank Application Supported by Blocked Amount (ASBA) and UPI in Initial Public Offer ("IPO") / Further Public Offer ("FPO") / Rights Issues / Issue of Non-Convertible Debentures (NCD) / Sovereign Gold Bond Scheme (SGB). This proposition has been further sweetened with the introduction of instant online IPO Funding facility.

Kotak811 is Indias first downloadable bank account. It offers instant and paperless account opening in three minutes and full access to all banking products and services. It has brought a full-fledged bank to the house of every Indian customer, digitally. Initially, it was started as an Acquisition and Fulfilment engine to acquire customers at scale, with Zero balance Savings Account and convenience as the core proposition. From 2021, Kotak811 operates as a Semi-Autonomous Digital Bank within your Bank, with additional focus on engagement and cross sell. As of FY 2021-22, Kotak811 had over 1.2 crore customers residing in more than 1,000 cities and towns across India. In FY 2021-22, while the customer base grew by approximately 50% YoY, cross sell grew by approximately 120%.

Consumer Assets team scaled up business across Unsecured Lending, Credit Cards and Home Loans / Loan against Property (LAP), in spite of the business impact in April-May 2022, on account of COVID-19 2.0.

Home Loan business volumes grew YoY by 129%, backed by a strong campaign highlighting your Banks rate benefit. Your Banks Credit Card business posted strong volume growth in the second half of FY 2021-22, crossing 12 lakh cards for the year. The Credit Card business launched a co-brand card, partnering with Indigo Airlines. The business also launched Veer Card dedicated to the armed forces on Rupay platform. Personal Loans business also posted strong volume growth YoY from second half of FY 2021-22. Your Banks Consumer Finance Business is now clocking over an average 50,000 loans per month, with focus on both online and offline business.

The Healthcare Finance vertical was launched with a targeted approach to meet the financial needs of Business Banking Asset segment. Multiple digital journeys for customer acquisition on assets and cards have been undertaken and will go live during FY 2022-23.

Commercial Banking

Your Banks Commercial Banking business focuses on meeting the banking and financial needs of various segments. This business has specialised units offering financial solutions in the areas of Commercial Vehicles ("CV"), Construction Equipment ("CE") and Tractor and Agriculture Business. It services the priority sector by providing finance for Tractors, Crop Loans to small enterprises and for Allied Agricultural activities. This business plays a significant role in meeting the financial inclusion goals and financing deep into Bharat.

Currently, Indias CE industry is the third largest in the world, which witnessed a drop of 15% over the last financial year. The decline was primarily due to the impact of the pandemic in the first half of the year, along with irregular cash flows from State Government and its agencies. Major impact of cash flow was faced by retail and smaller contractors. Your Banks disbursement witnessed a 20% growth and improvement in market share since the last financial year. With improvement in economy and tax collection, your Bank is hopeful that cash flows in FY 2022-23 will improve significantly and so will demand for CE equipments. Government of Indias ("GOI") push on infrastructure with increased budgetary allocation and key announcements like GATI SHAKTI, Ghar Ghar Jal Mission along with Road and Railways, are few things which will keep the industry vibrant for future. Overall order flows are improving as well as the pace of work and utilisation of equipments at ground level. The overall delinquencies percentage in CE retail portfolio has marginally increased but major improvement was seen in Q4 FY2021 - 22.

Your Banks CV business has witnessed a 54% disbursement growth, with increase of 26% in the CV industry numbers. This has led to achieving higher market share in the CV industry. The Passenger Car segment, comprising staff / school bus transportation, tour and travel and public transport operation, has seen some recovery in Q4 FY2021- 22 and is poised for stronger recovery going forward. The overall delinquency percentage of the CV portfolio has come down along with reduction in Gross Non-Performing Assets (GNPA) numbers.

The Agriculture business continued to show a growth despite a first quarter halt to business activities, due to the COVID-19 2.0. The year saw inflationary rise in commodity prices and a significant demand rise for all agro commodities, resulting into request for incremental funding needs by all customers. In FY 2021-22, your Bank completed the digitisation of the on-boarding and renewal experience for the customers, thus requiring limited physical contact / presence of the customers at branches for their banking activities. The business focus towards priority sector assets resulted in further increase in Priority Sector Lending ("PSL") qualifying assets in the divisions portfolio. PSL assets now account for 80% of the divisions portfolio. A spurt in demand, recommencement of eateries and increased travel also saw an improvement in the turnover and business activities of the clients. Due to late commencement of the physical Courts, the recovery rate was delayed and lower. The business faced interest rate pressure due to intense competition.

During the year, the division also focussed on a couple of new initiatives like the Agri Infrastructure Fund / Agriculture Marketing Infrastructure ("AMI"), a biometric oriented retail farmer on-boarding App and empanelment with government agencies for Farmer Producer Organisations (FPO) lending. There was increasing traction on the e-NAM platform.

The microfinance segment which had been severely impacted by the lockdowns and stoppage of business due to COVID-19 for the past two years, witnessed a significant resurgence in FY 2021-22, growing at over 60% on advances on YoY basis. There was an improvement in collection efficiency to over 95% on a monthly basis and a return to almost normal status of fresh loan disbursements.

Tractor industry had de-grown by 6% in FY 2021-22, mainly due to impact of increase in price and very high growth in FY 2020-21. Your Banks Tractor Financing business has grown better than the industry on account of YoY growth in disbursement by 8%, improved market share in new tractors and also focus on new products and customer segments. There was a marginal impact on portfolio performance due to COVID-19 impact on cash flows of farmers.

Your Bank has Crop Loan business presence mainly in Punjab, Haryana and Western states of India. During FY 2021-22, portfolio quality improved as compared to last year, due to better resolution and collection focused manpower structure. Better monsoon and good crop yields have also helped in resolution.

In FY 2021-22, your Bank expanded Gold loan branches to 400, with about 24% of the branches being now active for Gold loan processing.

Corporate Banking

Your Banks Corporate Banking business caters to a wide range of corporate customer segments, including major Indian corporates, conglomerates, financial institutions, public sector undertakings, multinational companies, new age companies, small and medium enterprises and realty businesses.

This business offers a comprehensive portfolio of products and services to these customers including working capital finance, medium term finance, trade finance, foreign exchange services, other transaction banking services, custody services, debt capital markets and treasury services. The core focus of this business has been to deepen existing relationships and acquire new quality customers on a consistent basis, delivering customised solutions through efficient technology platforms, backed by high quality service and advice. Your Bank also aims to secure value addition through cross-selling of varied products and services.

This year too, your Bank faced COVID-19 related challenges of the second and the third wave. Your Bank was better prepared to face the COVID-19 challenges and navigated this period with a suitable balance between growing the business and prudent risk management. The pickup in economic activity was mixed across sectors. The working capital utilisations remained muted during the year, led by the general approach of corporates to deleverage and bring better efficiency in their working capital management. Companies were, by and large, agile in increasing productivity and reducing costs. Significant long term fund requirements arising out of capacity enhancements are yet to be seen. Strong capital markets, both debt and equity, helped corporates raise funds which ensured that leverage remained at comfortable levels on company balance sheets. Moreover, comfortable liquidity in the banking system kept borrowing costs low for these corporates, in spite of interest rates in the bond markets moving upwards.

Your Bank has addressed these growth challenges by remaining focused on adding new customers in a profitable manner as increasing wallet share with existing customers. There is a healthy addition of New-to-Bank customers in all segments, which in turn, sets a strong foundation for future growth in the business.

Your Bank has focussed on the Small and Mid-Size Enterprises ("SME") segment and grown in advances at 25.3% with minimal slippages by gaining market share and is well poised to capture the growth opportunities in this segment. Several initiatives were taken by your Bank to grow the Priority sector business, resulting in healthy growth in Priority sector advances. Loans to NBFCs continued to grow while maintaining focus on quality. Overall, your Bank ended the year with a well-diversified growth across all customer segments.

Your Banks share of credit substitutes increased significantly during FY 2021-22, as a result of return of liquidity to debt capital markets and replacing of bank borrowings with funds raised in the capital markets, by the corporates. Your Bank also assisted several customers in raising debt through these markets, thus significantly growing its Debt Capital Market and Loan Syndication revenue stream.

Income from other non-credit income streams including from Forex, Cash Management and other Transaction Banking products too grew well.

There has also been greater focus on increasing the liability side of the business by building core Current Account ensuring a better mix and other non-risk income streams. Assets under custody grew substantially given IPO traction and huge Private Equity inflows. Your Bank saw fund managers showing increased interest in setting up GIFT city structures, across both, Alternate Investment Fund ("AIF") II and III structures. Your Bank on-boarded a number of marquee Foreign Portfolio Investment (FPIs), AIFs and Portfolio Management Services (PMS) clients during the year, who started using the Custody, Clearing and Fund Accounting solutions.

In order to capitalise on market opportunities and offer holistic solutions to clients, your Bank has taken steps to improve integration between its different businesses, including Lending, Debt Capital Markets, Private Banking and Investment Banking. These steps have resulted in an increase in cross divisional synergies and execution of complex solutions, such as syndication of structured debt to Private Banking customers, referring of Investment Banking solutions to Wholesale Banking clients and such others. As part of this strategy, your Bank has an integrated Corporate and Investment Banking ("CIB") approach towards certain top conglomerates and large corporates. The CIB model has ramped up well over the years for your Bank.

Improved customer service and product innovations have helped your Bank to increase cross-sell and wallet share in non-credit businesses.

Your Bank has always had robust risk management practices and it is a testimony to these practices that your Bank has been able to end the year again with low credit costs, despite such a challenging environment. Across corporate segments, your Bank has been proactive in rebalancing its portfolios to reflect economic situations and reducing exposure to situations with heightened risk. Your Banks focus on Risk management has helped the business to optimise its Risk Weighted Assets as a percentage of Assets over the past few years. The use of Risk Adjusted Return on the capital pricing model has become ingrained in the way the Corporate Banking division conducts its business and has helped to optimise pricing, better utilise capital, increase focus on non-capital intensive income streams and improve return on equity.

Your Bank continues to target productivity and efficiency improvements. There is greater focus on measuring and improving employee productivity, including of its Sales force, through use of technology and digital tools. Given high focus in this area, costs have been kept well in control, further improving profitability of the business.

Digital Initiatives and Robust Business Continuity Practices continue to remain the focus of your Bank. Your Bank was also agile in implementing digital signatures and other online platform solutions for execution of customer documentation. Various digital platforms and initiatives across the customer lifecycle were taken live so as to enable smoother and seamless customer experience, safety first for customer and employees, compliances and improvement in turn-around-time. During the year, the Cash Management Portal was upgraded along with mobile interface. Online trade portal went live with positive initial feedback. Digital on boarding of custody end clients was started. Your Bank has launched Kotak FYN, its new enterprise portal exclusive for Business Banking and Corporate clients. Kotak FYN aims to provide customers with a seamless experience in a unified view across all product platforms. The portal assures paperless transactions, straight through processing and the facility to track transactions end-to-end.

Favourable risk-return metrics, strong growth in liability and non-risk fee income, controlled credit costs and bounce back of growth across assets in this year, have ensured that your Bank has been able to grow the profitability of the Corporate Banking business and maintain a healthy Return on Equity.

Your Bank remains committed to build a high quality differentiated corporate franchise and continued to focus on maintaining the health and profitability of the business. In FY 2021-22, your Bank significantly ramped up its income from debt syndication business.

Private Banking

Your Banks private banking arm, caters to a number of distinguished Indian families and is one of the oldest and the most respected Indian Private Banking firms, managing wealth for more than half of Indias top 100 families (Source: Forbes India Rich List 2021), with clients ranging from entrepreneurs to business families and professionals.

Your Bank provides an open architecture proposition to its customers, offering a plethora of Private Banking products. This business has a strong distribution capability for private clients through distribution / referral model across equities, fixed income and alternates catering to Ultra High Net worth Individuals and High Net worth Individual ("HNI") investors. In addition to comprehensive financial solutions that go beyond investments, the division provides a strategic consolidated view on the clients overall portfolio. These also include banking and credit, consolidated reporting, referral for estate planning services and other various products and services to its Private Banking clients. With an in-depth understanding of client requirements and expertise across various asset classes, this business offers the widest range of financial solutions. Your Bank has added approximately 700 new families in FY 2021-22.

Digital and Technology are key pillars of future growth. Delivering products and services to the right set of clients in a smooth and efficient manner will require your Bank to adopt new age technologies that enhance customer experience. Customer segregation for customising their experience is also key to use of available resources in the most optimal manner. Identifying, servicing and retaining clients at scale will require your Bank to adopt best practices and help integrate the right technologies across various functions - sales, products and service.

International Banking Units

Your Bank has two International Banking Units ("IBUs") based at GIFT City, Gandhinagar, Gujarat and DIFC, Dubai, United Arab Emirates. The IBUs have their independent treasuries which not only manage regulatory requirements and liquidity buffers - viz., Liquidity Coverage Ratio (LCR), etc. but also offer banking services through products like term credit facilities for various purposes, trade finance, foreign exchange solutions, etc.

The GIFT City Branch is regulated by the International Financial Services Centre Authority (IFSCA), which facilitates your Banks participation in syndication of overseas loans, lending to clients in international markets and providing External Commercial Borrowing to eligible Indian corporates. Your Bank also undertakes offshore clients forex and derivative transactions to help them with management of interest rate and currency risks, in addition to investments in offshore bonds.

DIFC Branch is your Banks first overseas branch at Dubai, regulated by the Dubai Financial Services Authority ("DFSA"). This branch complements your Banks ability to advise and arrange global investment products, provide loans and accept deposits from its overseas private banking customers that qualify under the Professional client criteria of the DFSA. Your Bank has developed capabilities to advise and arrange global investments through this Branch. The Branch also has tie-ups with some leading names in the international investments space and arranges access to their services to eligible customers of the Branch.

Asset Reconstruction

Your Banks Asset Reconstruction Division (ARD) looks at opportunities and takes exposure in distressed/ Non Performing Assets ("NPA") accounts through Security Receipts ("SR") investments, Stressed / NPA portfolio buyout from other banks, priority funding and working capital assistance with an aim to resolve and turn them around. As a Qualified Institutional Buyer (QIB), your Bank also invests in SRs issued by Asset Reconstruction Companies. Your Bank is actively participating in distressed asset buyouts and investments space for almost two decades.

The resolution of several accounts was seriously impacted on account of lockdowns due to COVID-19 pandemic and slowdown in the economy. It was impacted this year as well due to disruption in functioning of various judicial forums like Debt Recovery Tribunals (DRTs), Debt Recovery Appellate Tribunal (DRAT), High Courts, including National Company Law Tribunal (NCLT) proceedings under Insolvency and Bankruptcy Code (IBC) which resulted in piling of cases and delay in announcement of awards for various distressed accounts.

However, your Bank adapted to the pandemic situation and it diligently, closely monitored and spared no efforts to resolve the stressed accounts with empathy and compassion.

Now, the economy is exposed to global crises of War, with rise in commodity prices and inflation. However, your Bank is monitoring the impact and will adopt various measures thoughtfully and diligently to resolve the stressed and bad accounts with compassion.

We expect a lot of opportunities in the acquisition side, both corporate and retail stressed loans, which your Bank will analyze. If the prices offered are reasonable and attractive, your Bank shall be open to acquire several of them.

Treasury

Your Banks Treasury actively contributes by way of:

i. Balance Sheet Management: The Balance Sheet Management Unit ("BMU") ensures maintenance of regulatory reserves and adequate liquidity buffers and requisite investments. The BMU also manages Interest Rate and Liquidity risk within the overall risk appetite of your Bank.

ii. Proprietary Trading: The Proprietary Trading Desk actively trades in products such as Fixed Income Securities, Money Markets, Derivatives, Foreign Exchange and Equity. The Proprietary Desk also helps assist interbank access to teams servicing customer requirements. The Primary Dealer Desk, which is a part of the Proprietary Trading Desk, actively participates in primary auctions of Government Securities, makes market in Government securities and engages in retailing of Government securities.

iii. Customer Transactions: The customer facing desks at the Treasury assist and manage customer transactions across Foreign Exchange, Derivatives and Bullion products. The Forex and Derivatives Desk facilitates customer access to foreign currency markets through cash and derivatives products for remittances, trade transactions and for managing Foreign Exchange and Interest Rate risks.

iv. Bullion: The Bullion desk provides efficient working capital solutions to domestic jewellery manufacturers as per the prescribed rules of RBI. Your Bank also imports gold and silver to meet the needs of customers, under a license received from the RBI.

RESPONSE TO COVID-19 PANDEMIC

India began the vaccination programme in January 2021 and has stood firmly to manage the unprecedented challenge caused by COVID-19, which continued to test the Indian economy this year as well. However, with lower number of infections and increasing vaccinations, the economy has shown resilience and your Bank is confident that it will emerge out stronger.

In these challenging times, your Bank has taken steps to help, protect and provide relief to its customers, employees and society. The key approach taken by your Bank to mitigate the impact of the pandemic for its customers, employees and society is summarised below:

Well-being of employees

• Continuity with safety: Your Bank has taken all possible steps to protect the workforce including rostering, working with minimal staff presence at branches and offices physically, implementing COVID-19 appropriate behavior and protocols, without affecting customer service.

• Emergency response: Your Bank has created a war room amongst Kotakites who volunteered and have put in place a series of emergency measures including tie-ups for medical emergency response services, isolation facilities, doctor consultation and telemedicine services.

• Financial support: Your Bank offered special financial assistance up to Rs 5 lakh per employee to needy COVID-19 infected employees and their immediate relatives, to support emergency medical expenses, pending medical insurance approvals, on a case-to-case basis.

• Your Bank introduced the Kotak Pandemic Benevolent Policy to secure the future of families of those colleagues who lost their lives from 1st April, 2020 and subsequently up to 31st March, 2022. Under this, family members / nominees of those employees who lost their lives (irrespective of the cause of death), would receive full monthly fixed salary for two years, beginning June 2021. The family members / nominee of deceased employees, eligible for annual bonus, received the annual year-end bonus for FY 2020-21.

• People balance sheet over financial balance sheet: Your Bank instituted comprehensive remote working policy to protect employees during the pandemic. Also, employees were permitted to work from locations different from their base location. Your Bank introduced remote working allowance to cover wi-fi and other work-related furnishing expenses and a fitness allowance through Health to the Power Infinity program (#HumFitKotakHit). Your Bank carried out a 828 program to ensure robust work-life balance, announced special leave of 15 days for those who were COVID-19 positive, reimbursed the cost of COVID-19 tests for employees and also waived off employees share in the medical insurance premium.

• Kotak VaxShield: Your Bank conducted vaccination drives for employees and their family members and reimbursed employees who paid for their vaccination.

Well-being of customers

• To bring a sharper focus to the healthcare sector with a targeted set of product offerings, your Bank launched a tailored and holistic suite of healthcare financing solutions ranging from healthcare infrastructure loans, medical equipment finance and unsecured healthcare loans, catering to key stakeholders in the healthcare ecosystem including hospitals, laboratories, diagnostic centres, nursing homes, clinics, doctors and medical equipment manufacturers and dealers. Your Bank introduced a comprehensive bouquet of offerings at attractive interest rates to meet the financing requirements of all the key players. This included innovative lending facilities such as the Insta Program for quick approval of loans up to Rs 50 lakh.

• To deliver essential banking services conveniently to a larger section of consumers living in relatively far-off areas, your Bank launched Micro ATMs across the country. Customers of all banks who possess a debit card can use a Kotak Micro ATM for key banking services, such as cash withdrawals and checking account balances.

• Your Bank completed integration of its Net Banking platform with DigiLocker to allow customers to instantly update their correspondence address with the Bank. With many customers having relocated to their hometowns during the COVID-19 pandemic, this facility gives customers one more option through which they can easily change their correspondence address - instantly and completely online.

• Your Bank offered emergency personal loans exclusively for the treatment of COVID-19. The loan covers expenses incurred for medical treatment of COVID-19 for self as well as for family members. Further, your Bank tied up with leading healthcare brands to provide a range of attractive healthcare offers for its debit and credit cardholders.

Well-being of society

• During the year, your Bank provided ambulances to provide better and timely accessibility of medical services to people from different strata of the society. The ambulances will continue to offer timely and easy access to medical facilities and cater to the medical needs of local residents, largely from the lower socioeconomic background.

• Your Bank launched Aadhaar on Wheels - a mobile Aadhaar Seva Kendra that provides convenient Aadhaar services to citizens including senior citizens, the differently abled, pregnant women and others. This initiative is inspired by Kotaks successful project - ATM on Wheels, which was launched last financial year during the pandemic to help customers with essential banking services during the lockdown period.

Key initiatives and focus areas of FY 2021-22

Kotak Edge - Key metrics reflecting scalability of the business:

• Focus on Digital and Technology has resulted in enhanced productivity and improved customer experience from onboarding and transaction processing to servicing perspective. The continuous engagement and feedback mechanism with all stakeholders has led to on-going process improvement.

• Time to execution and bespoke development are the following two key pillars of your Banks execution strategy:

• Your Bank implemented low code platform and cloud based solutions to ensure quick time execution and scalability.

• Working with both, fintechs and wealthtechs, ensures that your Bank can fulfil both bespoke developments as well as adapt to technological trends and functionalities.

• Green channeling the servicing of / for the Private Banking clients through soft skills and functional trainings. All complaints are addressed on priority.

HUMAN RESOURCES

During FY 2021-22, your Bank witnessed the peak of the COVID-19 outbreak and then the subsequent decrease in cases and relaxation of lockdown norms. The Human Resources ("HR") Department of your Bank implemented various initiatives to transform the HR processes, policies and systems and various employee touchpoints for smooth functioning and business continuity in the new normal scenario. From making great strides in engaging with employees, numerous health and wellness drives, to centralising various HR Processes for aligning employee experience, there have been quite a few measures taken to enhance the experience of employees. It was indeed a proud moment for your Bank to have been certified as One of Indias Best Employers Among Nation-Builders by the Great Place to Work? Institute, in 2021.

Key HR Initiatives taken by your Bank were:

i. Health and Wellness: Various health and wellness related initiatives were launched through online and onsite interactions such as Emotional Assistance Program, Employee Outreach program, Covid test reimbursements for employees and their families, Special Leave for employees tested COVID-19 positive and online wellness initiatives such as yoga, meditation, zumba, quiz sessions, etc.

ii. Kotak DNA: Your Bank revamped the Kotak DNA. Also, Kotak DNA microsite and mandatory learning module were launched to create awareness amongst employees.

iii. Leadership and Manager Connect: Your Bank remains heavily invested in regional initiatives like Leadership Connect / Town Hall, Webcast, Meet forums for building manager connect and skip level and also strengthens the platform for top down communication.

iv. Diversity and Inclusion: Building diverse and inclusive culture has been a focus for your Bank over few years. Your Bank has framed the Diversity and Inclusion Statement and also launched policies such as New Mother Benefit Policy for Kotak Wonder Women, to promote gender equity. The policy aims to provide assistance to Kotak Wonder Women returning to work, to help set up a reliable support system for them to take care of their infants.

v. Hum Fit Kotak Hit: Your Bank has launched a monthly Fitness allowance, with effect from 1st December, 2020, thereby creating a culture of fitness for Kotak employees by encouraging them to update their fitness goals online, driving focus on their health and well-being.

vi. Kotak Worklife Mobile App: Your Bank focused on automation and enhancing the employee experience in FY 2021-22 with regards to HR processes and transactions. Your Bank moved away from the old employee intranet portal and launched the Kotak Worklife Mobile App which is also available in web format portal and provides functionalities such as attendance, leave, chat groups, chatbot and others on the same platform. Through this App, the aim is to provide all employee services at work and collaboration in a simple and effective manner. Employees are now able to mark their attendance, create and interact with workgroups like WhatsApp, raise and resolve queries on the intuitive chatbot besides various other linkages such as to HRMS, Payroll, Reimburse, Travel, Mediclaim, Fast Track (Internal Job Postings), book a seat (office hot desking), vaccination declaration and booking, IT helpdesk and many more, while employees are on the go.

vii. Employee Volunteering Policy: Your Bank launched the Employee Volunteering Policy in FY 2021-22 to enable and inspire employees to utilize their time and skills in socially impactful volunteering activities, thereby driving a positive change in your Banks communities through physical / virtual volunteering and payroll giving.

viii. Kotak Young Leaders Council: Your Bank actively engages with young talent through this flagship initative where young Kotakites become change makers and thinkers. It is a valuable learning opportunity where the chosen few who become the council get to interact with the leadership team and work as a cohort with them.

ix. Eureka: Your Bank has revamped the innovation, idea generation portal where employees can submit open ideas or for specific business problems. Your Bank evaluates the ideas submitted and rewards the best ideas and makes them part of the selected idea implementation process. The platform is also available on the Kotak Worklife Mobile App, on the go for all employees.

x. My Kotak My Say: Your Bank has been strengthening the platform for top down communication. At the same time, your Bank has created a listening opportunity for Kotakites to voice through, My Kotak My Say, a bi-annual employee engagement survey engaging with the Great Place to Work? Institute. My Kotak My Say Survey was conducted for the second time in August 2021, with an overall 76.15% response rate organisation wide. 77% of employees today believe that Kotak is a Great Place to Work (increased from 72% in previous year). Your Bank has been certified as One of Indias Best Employers Among Nation-Builders by Great Place to Work? Institute.

xi. Employee Development: Your Bank increased focus on e-learning for delivering programs at various stages of employee lifecycle. Programs such as Learning A-fair focused on seven themes, which spanned across 73 sessions. The event had over 10,000 unique employee registrations and cumulative attendance for these 73 sessions was over 35,000. Your Bank also framed External Learning Courses Policy, to encourage employees to take up relevant courses and training and upskill themselves.

xii. Talent Acquisition: Your Bank has launched Kotak Fast Track Plus, an exclusive Internal Job Posting portal for Grade M8 and above roles, where senior employees can explore available internal career opportunities across the Kotak group and advance their careers. To have a diverse workforce and promote women participation, your Bank has made the Internal Job Posting program more attractive for women employees to promote internal talent mobilization and has identified roles that can be filled with a woman candidate only. To bridge the skill gap for roles specially in IT, Digital and Business Intelligence Unit (BIU), your Bank introduced Science, Technology, Engineering and Math (STEM) and Critical to Quality (CTQ) parameters during the candidate screening process to ensure it hires candidates with right skillsets to meet the future demand.

xiii. Your Bank has launched K-Applaud, Rewards and Recognition platform. Through this platform, your Bank has been promoting a culture of appreciation via monetary and non-monetary reward programs. The platform is available to employees on Kotak Worklife Mobile App / Portal. Employees can appreciate their peers and can also avail discounts on various brands on the platform.

xiv. Talent Management: Your Bank continues to review talent at a leadership level. Various interventions have been rolled out for future leadership capability building for key talent.

xv. Kotakathon@Eureka: Your Bank launched a hackathon named Kotakathon@Eureka, with the single most critical objective of creating the highest levels of Customer Obsession in our minds, which helps deliver real value to customers. This was a challenge for the Branch Banking Business of Consumer Bank in identifying problem areas and proposing solutions to issues that your Banks customers are facing.

xvi. Your Bank launched DREAM (Digital Readiness Enabler and Awareness Measure), an opportunity to ensure that Bank employees in select grades are exposed to personalized digital awareness learning journeys, after having assessed their Digital Quotient. This is an attempt to prepare employees for the ongoing transformation.

xvii. Digi Q [in partnership with Catallyst Executive Education Institute (CEEI)]: Kotak DigiQ is a customized intervention for the senior leaders of your Bank, designed to instill a sense and urgency to lead in the Indian banking sector through rapid transformation and focused disruption pivoting on Digital initiatives. About 100 plus leaders have been covered so far.

EMPLOYEES

As on 31st March, 2022, the full time employee strength of the Group was over 90,000. The Statndalone Bank had over 66,000 full time employee.

In terms of the proviso to Section 136(1) of the Act, the Directors Report is being sent to all members, excluding the annexure with respect to employees employed throughout the year who were in receipt of remuneration of Rs 102 lakh or more per annum and employees employed for part of the year who were in receipt of remuneration of Rs 8.5 lakh or more per month. The annexure is available for inspection by any member on request. Any member interested in obtaining a copy of the said annexure, may write an email to the Company Secretary at KotakBank.Secretarial@kotak.com.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

As on 1st April, 2021, eight complaints were pending for disposal. All these complaints were disposed off during FY 2021-22.

The following is a summary of sexual harassment complaints received and disposed off during FY 2021-22:

Number of complaints received during FY 2021-22 33
Number of complaints disposed off as on 31st March, 2022 26
Number of complaints pending as on 31st March, 2022 7

All the seven complaints pending as on 31st March, 2022, were disposed off as on the date of this Report.

CODE FOR PREVENTION OF INSIDER TRADING

The Bank has adopted the Kotak Mahindra Bank Limited - Insider Trading Code of Conduct ("Code") for the prevention of insider trading in the securities of the Bank as well as in other listed and proposed to be listed companies and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI"). The Code, inter alia, prohibits dealing in securities by insiders while in possession of UPSI. The said Code has been amended, from time to time, to give effect to the various notifications / circulars of SEBI with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Bank has also formulated and adopted the Policy for Determination of Materiality of Events or Information of the Bank, in terms of Regulation 30 of the SEBI Listing Regulations. The Policy for Determination of Materiality of Events / Information and the Code of Practices and Procedures for Fair Disclosure of UPSI of the Bank, is available on the Banks website viz., URL: https://www.kotak.com/en/investor-relations/qovernance/policies.html, in compliance with the SEBI Listing Regulations.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Bank is committed to its Vision Statement of upholding its Global Indian Financial Services Brand, creating an ethos of trust across all constituents, developing a culture of empowerment and a spirit of enterprise thereby becoming the most preferred employer in the financial services sector.

Consistent with the Vision Statement, your Bank is committed to maintain and provide to all its employees and directors, the highest standards of transparency, probity and accountability. The Kotak Group endeavours to develop a culture where it is safe and acceptable for all employees and directors to raise / voice genuine concerns in good faith and in a responsible as well as effective manner.

A vigil mechanism has been implemented through the adoption of a Whistle Blower Policy with an objective to enable employees / directors / suppliers / vendors / service providers / all other applicable stakeholders, raise genuine concern or report evidence of activity by the Bank or its employee or director or vendor that may constitute instances of corporate fraud, unethical business conduct, a violation of Central or State laws, rules, regulations and / or any other regulatory or judicial directives, any unlawful act, whether criminal or civil, irregularities like alteration, forgery or fabrication of documents, impropriety, abuse or wrong doing, misuse of office / position, theft / embezzlement, misappropriation of asset, bribery / corruption, collusion with vendor / customers, deliberate breaches and non-compliance with the Banks policies, processes, data leakage, questionable accounting / audit matters / financial malpractice, ethics violation, conflict of interest, dual employment and unauthorized disclosure of confidential information about the Bank or any of its customers. The concerns can be reported online on the following websites viz., URL: https://cwiportal.com/kotak and / or https://www.speakup.co.in/ which are managed by independent third parties. Safeguards to avoid discrimination, retaliation or harassment and confidentiality have been incorporated in the said policy.

All employees and Directors have access to the Chairman of the Audit Committee in appropriate and exceptional circumstances. Further, the Chairman of the Audit Committee has access rights to the whistle blower portals. The Audit Committee reviews a synopsis of the complaints received and the resolution thereof, every quarter under the said Policy.

Your Bank is taking several initiatives to encourage employees to blow the whistle and report incidences of any fraud or unusual events. During the year under review, your Bank has initiated periodic email campaigns for educating employees on the process of whistle blowing, creating awareness and encouraging employees to blow the whistle and report incidences of any concerns. In addition, the same has been reiterated and made an integral part of your Banks Code of Conduct and training.

The Policy is available on the Banks intranet as well as website viz., URL: https://www.kotak.com/en/investor-relations/qovernance/policies.html

EMPLOYEE STOCK OPTIONS AND STOCK APPRECIATION RIGHTS SCHEMES

The Bank has formulated and adopted the Kotak Mahindra Share Based Employee Benefit Scheme 2015 to:

• provide means to enable the Bank, its subsidiaries and associate companies, as applicable, to attract and retain appropriate human talent in the employment of the Bank, its subsidiaries and associate companies, as applicable;

• motivate the employees of the Bank, its subsidiaries and associate companies, as applicable, with incentives and reward opportunities;

• achieve sustained growth of the Bank, its subsidiaries and associate companies, as applicable and to create shareholder value by aligning 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, its subsidiaries and associate companies, as applicable.

The Employee Stock Options ("ESOPs") and the Stock Appreciation Rights ("SARs") granted to the employees of the Bank and its subsidiaries currently operate under the following Schemes:

i. Kotak Mahindra Equity Option Scheme 2015 ("ESOP Scheme")

ii. Kotak Mahindra Stock Appreciation Rights Scheme 2015 ("SARs Scheme").

During the year, the Bank granted ESOPs and SARs to the eligible employees of the Bank and its subsidiaries, in accordance with the respective Schemes and as approved by the Nomination and Remuneration Committee ("NRC") .

SEBI has repealed the SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI (SBEB) Regulations, 2014") and brought in force the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB&SE) Regulations, 2021"), with effect from 13th August, 2021. The provisions of SEBI (SBEB&SE) Regulations, 2021 do not apply to cash settled SARs Scheme. As the Banks SARs Scheme provides only for cash settlement on stock appreciation, the provisions of SEBI (SBEB&SE) Regulations, 2021, are no longer applicable.

The aforesaid Schemes complied with the SEBI (SBEB) Regulations, 2014 and SEBI (SBEB&SE) Regulations, 2021, to the extent applicable. During the year under review, no material changes were made to the Schemes.

The relevant details of the aforesaid Schemes, as required under the SEBI (SBEB&SE) Regulations 2021, are available on the Banks website viz., URL: https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html These details, along with the certificates from the Secretarial Auditor, as required under the SEBI (SBEB&SE) Regulations 2021, stating that the ESOP Scheme and the SARs Scheme have been implemented in accordance with the SEBI (SBEB&SE) Regulations, 2021 and the resolution passed by the members, would be placed and available for inspection by the members during the AGM.

ENVIRONMENT, SOCIAL AND GOVERNANCE PRACTICES AND CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, your Bank has constituted a Board level Corporate Social Responsibility and Environmental Social and Governance Committee ("CSR & ESG Committee").

Your Banks CSR & ESG Committee is responsible to:

i. identify, execute and monitor CSR projects, to assist the Board in fulfilling its CSR objectives, to ensure compliance of CSR regulations and to oversee reporting and disclosure of CSR activity;

ii. oversee the development and implementation of the Groups ESG framework, to assist the Board in defining and fulfilling its ESG goals and objectives, to ensure compliance of ESG regulations and to oversee the reporting and disclosure of the Groups ESG performance; and

iii. review / approve donations by the Bank, to the not for profit organisations, as per authorisation matrix approved by the Board from time to time.

Environment, Social and Governance Practices

Keeping pace with the increased global focus on Environment, Social and Governance ("ESG"), your Bank strives to improve its performance on ESG aspects. The ESG practice in the Bank is guided by a curated ESG policy framework which articulates ESG focus areas. Adherence to high standards of corporate ethics and transparency are cornerstones of your Banks ESG approach. Current policies and processes have been updated to reflect this renewed focus on strengthening systems from a stakeholder perspective, of which, details have been covered in the profile section of this Report. On the social dimension, your Bank continues to focus on customer experience, data privacy, employee well-being and development, financial inclusion and community focused interventions. With regard to environmental performance, your Bank has elevated its focus on its operational and financing footprints. Details of your Banks operational environmental footprint and climate risk assessment have been covered in the profile section of the Report.

Corporate Social Responsibility

Your Banks Corporate Social Responsibility ("CSR") Policy sets out your Banks vision, mission, governance and CSR focus areas to fulfil its inclusive agenda across many geographies of India. The Policy also highlights your Banks intent to contribute towards the economic, environmental and social growth of the nation and also reflects the organizations commitment to contribute towards United Nations ("UN") Sustainable Development Goals ("SDGs"). Your Bank has enhanced its CSR footprint in FY 2021-22 in accordance with the guidelines led out in the CSR Policy, by focusing on sustainable, scalable and perceptible CSR Projects, spreading in focused geographies and aligning to SDGs and the national narrative.

Your Banks CSR Policy is available on the Banks website viz., URL: https://www.kotak.com/en/about-us/corporate-responsibility.html

Your Banks CSR Projects and CSR Project Expenditure for FY 2021-22 are compliant with the CSR mandate as specified under Sections 134 and 135 read with Schedule VII of the Act, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time and in line with MCAs notifications issued from time-to-time.

The CSR expenditure for FY 2021-22, required as per Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time was Rs 161.83 crore. After setting off Rs 0.72 crore from the excess CSR spent of the previous FY 2020-21, your Banks total CSR obligation for FY 2021-22 was Rs 161.11 crore.

The actual CSR Expenditure for FY 2021-22 was Rs162.00 crore, which is more than the prescribed CSR expenditure requirement stipulated under Section 135 of the Act. The Bank spent Rs 62.07 crore as CSR Project Expenditure of FY 2021-22, Rs 3.87 crore as CSR Administrative Overheads Expenditure for FY 2021-22 and the balance Rs 96.06 crore, towards ongoing CSR Projects of FY 2021-22, remained unspent and has been accordingly transferred to the Kotak Mahindra Bank Limited Unspent CSR Account FY 2021-22, in April 2022. Your Bank is committed to spend the unutilised CSR Expenditure of ongoing CSR Projects of FY 2021-22 within three years i.e. between 1st April, 2022 and 31st March, 2025.

The excess CSR expenditure spend of Rs 0.88 crore for FY 2021-22 is being carried forward to three succeeding financial years and would be available for set-off in those financial years. A separate Annual Report on CSR activities for FY 2021-22 is annexed to this Report.

Your Bank had transferred an amount of Rs 63.59 crore to Kotak Mahindra Bank Limited Unspent CSR Account FY 2020-21Rs in April 2021, against Board approved ongoing CSR Projects of FY 2020-21. Out of this, your Bank spent an amount of Rs 40.02 crore during FY 2021-22 and balance amount was Rs 23.57 crore as on 31st March, 2022. Your Bank is committed to utilise the balance amount towards completion of Board approved ongoing CSR Projects from 1st April, 2022 to 31st March, 2024.

The implementation of the CSR projects in FY 2021-22 had been done either directly and / or through implementing partner organisations, having proven track record. Also, your Banks employees have been actively volunteering and providing on the ground support for the Banks various CSR initiatives, including specific COVID-19 relief operations.

Your Bank, under various CSR Projects, has provided support for upgrading healthcare infrastructure across various hospitals, access to vaccination and supported frontline workers like doctors, nurses, policemen via various means such as contributing masks, face shields, sanitizers, etc. during the COVID-19 pandemic.

A brief outline of the CSR Policy, including the overview of the CSR Projects undertaken, the composition of the CSR & ESG Committee, CSR Project Expenditure during the year under review, have been provided in the Annual Report on CSR activities annexed to this Report and also in the Business Responsibility and Sustainability Report ("BRSR") section of the Annual Report for FY 2021-22.

Business Responsibility and Sustainability Report

In May 2021, SEBI made an amendment to Regulation 34(2)(f) of the SEBI Listing Regulations, by introducing enhanced disclosure requirements regarding ESG parameters through a revised format called BRSR. The BRSR format replaced the previous Business Responsibility Report. The revised disclosures were introduced to increase transparency in reporting and enable market participants to identify and assess sustainability-related risks and opportunities. BRSR is voluntary for FY 2021-22 and mandatory from FY 2022-23. Your Bank endeavours to be at the forefront of sustainability reporting by being an early adopter of BRSR.

The BRSR discloses an overview of an entitys material ESG risks and opportunities, goals and targets related to sustainability and performance against them.

The Banks disclosure on environmental performance covers aspects such as resource usage (energy and water), Greenhouse Gas (GHG) emissions and waste generated. Disclosure on social aspects covers the workforce diversity (by gender and differently abled employees), turnover rates, median wages, occupational health and safety, trainings, community development and customer centric approach, etc.

BRSR for FY 2021-22 is available on the Banks website viz., URL: https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html Any member interested in obtaining a copy of this Report may write to the Company Secretary of the Bank at KotakBank.Secretarial@kotak.com or submit a written request to the Registered Office of the Bank.

TECHNOLOGY AND DIGITISATION

The COVID-19 crisis has created an imperative for your Bank to reconfigure its operations and an opportunity to transform them. As during the pandemic, consumers have moved dramatically towards online channels and your Bank has responded well in turn. In this situation, an area that has seen tremendous growth is digitisation, meaning everything from online customer service to remote working to supply-chain reinvention to the use of artificial intelligence ("AI") and machine learning has taken front seat to improve the operations and overall experience. Your Bank has ensured the speedup in creating digital or digitally enhanced offerings.

Before embarking on the Digitisation journey, your Banks strategy has addressed the four core questions only to achieve the digital roadmap:

i. Does the existing infrastructure and platform architecture enable the efficient extension of Application services, rollout of innovations and the achievement of processing scale and efficiencies?

ii. Can the platform decouple legacy workflows, augmenting them with new workflows powered by AI, blockchain, deep learning, and Internet of Things ("IoT")?

iii. Will the modern architecture, operating model and business strategy operate and scale across established open standards and connect to Application Programming Interfaces ("APIs")?

iv. Can the current infrastructure adapt to regulatory and institutional changes in the next few years in response to new initiatives i.e. real-time payments, new messaging standards, more stringent requirements governing risk, security, fraud and privacy?

By considering the above points, your Bank has further accelerated the digitisation of Customer Experience and Digital Channels, Future Ready- Technology and Capability Building, so that it could address:

i. Seamless connected journeys across the products / platforms

ii. Applications with a better user experience i.e. Personalization

iii. 24/7 access and frictionless service

iv. Innovation by including data protection and security.

Your Bank introduced Supply Chain Finance by leveraging its state of the art technology for the convenience of its customers. Operations gateway supply chain will strengthen the relationship of your Bank with the Corporate World by financing their supply chain partners.

For participating in the Account Aggregation (AA) Ecosystem, your Bank has built technical framework for Financial Information Providers (FIP) and Financial Information Users (FIU). These modules seamlessly connect a companys existing solution to the AA ecosystem and act as a single point to handle all the comprehensive and tedious integration architectures, helping FIPs and FIUs save time in their integrations.

Your Bank has implemented following initiatives from the automation perspective:

i. Document to document comparison

ii. Goods and Service Tax (GST) workflow to streamline process which includes General Ledger tally

iii. Customer on-boarding journey for existing Current Account and Savings Account HNI customers to apply for Cash Management Services (CMS), Trade, loans, and other corporate products

iv. Consent Management system.

Open Credit Enablement Network (OCEN) is a framework of APIs for interaction between small borrowers, lenders, loan service providers and account aggregators. The APIs will act as a common language connecting marketplaces to use and create innovative financial credit products. Your Bank has implemented this framework which will enable digital cash flow based lending for MSME.

Being focussed on customer first, it has been your Banks constant endeavour to provide the most attractive proposition which meets the aspirations and preferences of customers. With travel taking off in a big way, your Bank has partnered with IndiGo to help customers go places with Ka-ching. Kotak-Indigo Ka-ching has been designed to deliver a magical experience to the customers who love to travel. The Kotak-IndiGo Credit Card is a valuable addition to your Banks growing portfolio of cards and will be the preferred card in the customers wallet.

Government Business Module (GBM) was implemented to ensure the timely rolling out of the government schemes to the customers.

Your Bank has partnered with Online PSB Loans Limited, a fintech company to provide online credit market place to various financial aspirations of borrower MSMEs and individuals, in a simple, quick and hassle-free way through Business Loan or Working Capital products.

Your Bank has also implemented IKosmos BlockID, a Multi Factor Authentication Solution (SAAS offering), which provides below functionalities for the customer:

• Open Authorization (Oauth) compliant

• Time based One Time Password (TOTP) option, which works offline after activation

• SMS and Email One Time Password (OTP).

Cheque Clearing being a core function, your Bank has implemented a robust application on a licensed model. This application, will in turn be provided to multiple Business Process Outsourced (BPO) vendors across geographies for processing, thereby ensuring localised continuity and faster processing.

Technology refreshes are no longer about replacing old kit with faster and slicker machines, but about creating agile, on-demand platforms that ensure your business is ready for change. Hence, your Bank has ensured that to cater to internal as well as external customers network, devices and middleware has been upgraded. Also, contact centre software version upgrade was carried out successfully. As the importance of information has increased, the attacks in years have shown exponential growth. To counter the attacks, your Bank has implemented Machine Learning ("ML") algorithms that are used in applications to detect and respond to attacks. This is achieved by analysing big data sets of security events and identifying patterns of malicious activities. ML works so that when similar events are detected, they are automatically dealt with by the trained ML model.

The changing customer preferences is driving your Bank to provide 24x7 connectivity and increasingly digitized processes, creating new expectations and new risks. Further, your Bank is continuously evolving operational resilience to deliver critical operations through disruption.

Even though Business Continuity Planning has been an integral part of all functions across your Bank due to COVID-19, the rapid shift to remote working was seamlessly catered by Information Technology for the majority of the staff and business associates. Further, the IT operations were being carried out remotely i.e. end of day / beginning of day, backup, application support, end-user support, etc.

Apart from the above, your Banks technology direction has been formulated to address six areas of strategic importance viz., Platform Building, Modernization and Refresh of Legacy, Analytics and Reporting, Cyber Security and Regulatory, Technology Operations Automation and Adoption of Emerging Technologies.

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

The technology platforms used by your Bank have adequate level of component / system level redundancy built into the production systems. Critical technology platforms / systems have a Disaster Recovery ("DR") set up at a DR site, which can be utilised in the case of any major outages in the corresponding production system.

SUBSIDIARIES AND ASSOCIATES

As at 31st March, 2022, your Bank had nineteen subsidiaries in various businesses, as listed below:

Sr. No. Name of the subsidiary Business activity
Kotak Mahindra Prime Limited Car Finance and other Lending
ii. Kotak Mahindra Investments Limited Investments, Lending
iii. Kotak Infrastructure Debt Fund Limited Infrastructure Financing
iv. Kotak Securities Limited Stock Broking, E-Broking, Distribution
v. Kotak Mahindra Capital Company Limited Investment Banking
vi. Kotak Mahindra Life Insurance Company Limited Life Insurance
vii. Kotak Mahindra General Insurance Company Limited General Insurance
viii. Kotak Mahindra Asset Management Company Limited Mutual Fund
ix. Kotak Mahindra Trustee Company Limited Trustee Company
x. Kotak Mahindra Pension Fund Limited Pension Fund
xi. Kotak Investment Advisors Limited Alternate Asset Management
xii. Kotak Mahindra Trusteeship Services Limited Trusteeship Services
xiii. Kotak Mahindra (UK) Limited Distribution of financial products and dealing in securities
xiv. Kotak Mahindra (International) Limited Advisory Services, Investments
xv. Kotak Mahindra Inc. Broker / Dealer
xvi. Kotak Mahindra Asset Management (Singapore) Pte. Limited Asset Management
xvii. Kotak Mahindra Financial Services Limited Advisory services for Middle East
xviii. IVY Product Intermediaries Limited -
xix. BSS Microfinance Limited Banking Correspondent

Kotak Mahindra Prime Limited and Kotak Mahindra Investments Limited:

The Passenger Car market in India grew by 12.7% for FY 2021-22 compared to 1.6% de-growth in FY 2020-21. Profits of Kotak Mahindra Prime Limited and Kotak Mahindra Investments Limited in FY 2021-22 increased primarily due to higher disbursements, COVID-19 provision reversal, lower losses and profit from investments. Further, during FY 2021-22, KMPL acquired car finance portfolio of Volkswagen Finance Private Limited and Ford Credit India Limited.

Kotak Securities Limited and Kotak Mahindra Capital Company Limited:

In FY 2021-22, the Indian Equity Capital Markets witnessed a record fundraising year completing 53 IPOs, 1 FPO, 29 Qualified Institutional Placement ("QIP"), 22 Offer for Sale ("OFS") and 10 Rights Issues. FY 2021-22 saw exceptional response in IPOs and ensured successful completion of some of the marquee IPOs in the New Age Tech sector and other sectors such as consumer, financial, healthcare, real estate and speciality chemicals also witnessed strong investor response. Domestic Institutional Investors continued to support the markets with an inflow of US$ 29 billion versus an outflow of US$ 17 billion from FIIs. The market average daily volumes (excluding the proprietary segment) has shown a growth in the cash, NSE equity options and NSE equity futures segment from Rs 48,523 crore to Rs 51,293 crore, from Rs 1,401,457 crore to Rs 3,412,246 crore and from Rs 79,698 crore to Rs 88,948 crore, respectively, in FY 2021-22 as compared to the FY 2020-21. Accordingly, Kotak Securities Limited and Kotak Mahindra Capital Company Limited reported higher profits compared to the previous year.

Kotak Mahindra Life Insurance Company Limited:

Kotak Mahindra Life Insurance Company Limited ("KLI") has recorded a growth of 17.3% on the gross written premium, mainly coming from renewal premium and group new business. KLI has solvency ratio of 2.73 against a regulatory requirement of 1.50. The Net worth of KLI increased by 8.5% from Rs 4,045.50 crore as on 31st March, 2021 to Rs 4,389.20 crore as on 31st March, 2022. On individual Adjusted Premium Equivalent ("APE") Basis (Single 1/10), KLI was posted 8th rank within the private industry. KLI has registered a growth of 16.2% against insurance industry growth of 15.7%. KLIs market share for Individual New Business premium (APE terms) was 3.8% for FY 2021-22 amongst private insurers. On group APE Basis (Single 1/10), KLI was posted 3rd rank within the private industry. KLIs market share for Group New Business premium (APE terms) was 12.2% for FY 2021-22 amongst private insurers. KLI saw an increase in its Assets Under Management ("AUM") (including shareholders) by 19.4% YoY to Rs 55,562.61 crore in FY 2021-22. Further, Operating expense ratio has improved to 12.8% as against 13.6% in previous year. This was possible by a 17.3% YoY growth in total premium in FY 2021-22 and is also attributed to improved productivity in addition to increase in distribution strength.

Kotak Mahindra Asset Management Company Limited:

The Mutual Fund industry registered a YoY growth of 20% YoY in Q4 FY 2021-22 over Q4 FY 2020-21 with the Quarterly Average Assets under Management ("QAAUM") for Q4 FY 2021-22 at Rs 38.84 lakh crore. During the same period, on the basis of percentage growth in QAAUM, Kotak Mahindra Asset Management Company Limited ("KMAMC") was amongst the fifth fastest growing Mutual Fund House and ranked No. 5 in industry. The QAAUM of Kotak Mahindra Mutual Fund which stood at Rs 286,478 crore for January - March 2022 has seen growth of around 22% in Q4 FY 2021-22 over Q4 FY 2020-21. Market Share in QAAUM has grown to 7.37% in Q4 FY 2021-22 from 7.25% in Q4 FY 2020-21 and 6.86% in Q4 FY 2019-20. The annual AAUM of KMAMC for FY 2021-22 was Rs 272,938 crore against Rs 202,826 crore for FY 2020-21, a growth of 35%.

Kotak Mahindra Pension Fund Limited

During the year under review, your Bank acquired 13,080,000 equity shares (46.7% of the issued and paid up equity share capital) of Kotak Mahindra Pension Fund Limited from KMAMC on 17th May, 2020. Post-acquisition of equity shares, KMPFL has now become a direct subsidiary with the Bank now holding 51%.

KLI is a material subsidiary of the Bank. The Banks Policy for determining material subsidiaries, in line with the SEBI Listing Regulations, is available on the Banks website viz., URL: https://www.kotak.com/content/kotakcl/en/investor-relations/governance/policies.html

The various activities of the subsidiaries and the performance and financial position of the subsidiaries and associate companies are outlined in the Management Discussion and Analysis section appended to this Report. Pursuant to the provisions of Section 129(3) of the Act, the Statement containing the salient features of the Financial Statements of the said subsidiary companies of the Bank, in Form AOC-1, is annexed to this Annual Report.

As at 31st March, 2022, your Bank had the following Associate companies:

i. Infina Finance Private Limited

ii. Phoenix ARC Private Limited.

ECA Trading Services Limited is in the process of voluntary liquidation, pursuant to resolution passed by its shareholders on 18th December, 2021 and hence, ceased to be an associate from that date.

Further, pursuant to the provisions of Section 136(1) of the Act, the Annual Report of the Bank, containing the standalone and consolidated financial statements and all other relevant documents required to be annexed thereto are available on the Banks website viz., URL: https:// www.kotak.com/en/investor-relations/financial-results/annual-reports.html and the separate audited financial statements in respect of each of the subsidiaries, are available on the Banks 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 Banks consolidated financial statements are special purpose financial statements prepared in accordance with GAAP specified under Section 133 of the Act read with relevant notifications.

DESPATCH OF ANNUAL REPORT

The MCA has issued General Circular No. 20/2020 dated 5th May, 2020, Circular No. 02/2021 dated 13th January, 2021 and Circular No. 02/2022 dated 5th May, 2022 and the Securities and Exchange Board of India ("SEBI") of India has issued Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020, Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 in relation to Relaxation from compliance with certain provisions of the SEBI Listing Regulations in view of the prevailing situation and owing to the difficulties involved in dispatching of physical copies of the Annual Report and the Notice convening the AGM. Members who wish to have physical copy may write to the Company Secretary of the Bank at KotakBank.Secretarial@kotak.com or submit a written request to the Registered Office of the Bank. In accordance with the aforesaid circulars, the weblink of the Annual Report and the Notice convening the AGM of the Bank is being sent in electronic mode only to members whose e-mail address is registered with the Bank or the Depository Participant(s). Those members, whose email address is not registered with the Bank or with their respective Depository Participant(s) and who wish to receive the Notice of the AGM and the Annual Report for the financial year ended 31st March, 2022, can get their email address registered by following the steps as detailed in the Notice convening the AGM. The Annual Report of your Bank and its subsidiaries are available on your Banks website viz., URL.: https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html

BOARD OF DIRECTORS Board Composition

The composition of the Board of Directors of the Bank is governed by the Act, the BR Act and Regulation 17 of the SEBI Listing Regulations and is in conformity with the same. As on 31st March, 2022, the Board of Directors comprised a combination of twelve Directors viz., Mr. Prakash Apte, Independent Non-Executive Part-time Chairman, Mr. Uday Chander Khanna, Ms. Farida Khambata, Mr. Uday Shankar, Dr. Ashok Gulati and Ms. Ashu Suyash, Independent Directors, Mr. C. Jayaram and Mr. Amit Desai, both Non-Executive Directors, Mr. Uday Kotak, Managing Director & CEO, Mr. Dipak Gupta, Joint Managing Director, Mr. KVS Manian and Mr. Gaurang Shah, both Whole-time Directors. The size of the Board is commensurate with the size and business of the Bank. The Board mix provides a combination of professionalism, knowledge and experience required in the banking industry and also meets the criteria prescribed under the Board Diversity Policy adopted by the Board.

Change in composition of the Board during the year

At the 36th AGM of the Bank held on 25th August, 2021, the members approved the re-appointment of Mr. Uday Chander Khanna as an Independent Director of the Bank, for a second term of three years, with effect from 16th September, 2021.

At the meeting of the Board of Directors of the Bank held on 10th / 11th December, 2021, the Board had approved the appointment of Ms. Ashu Suyash as an Independent Director for a term of five years, with effect from 24th January, 2022 up to 23rd January, 2027 (both days inclusive), subject to the approval of the members of the Bank. Further, the members of the Bank had granted their consent to the aforesaid appointment of Ms. Suyash by way of Postal Ballot on 19th January, 2022.

Further, at the meeting of the Board of Directors of the Bank held on 18th / 19th March, 2022, the Board had approved the appointment of Mr. Amit Desai as an Additional Director of the Bank, with effect from 18th March, 2022, designated as a Non-Executive Director, subject to the approval of the members of the Bank. The members of the Bank had granted their consent to the aforesaid appointment of Mr. Desai by way of Postal Ballot on 23rd May, 2022.

The Board of Directors of the Bank at its Meeting held on 4th May, 2022:

i. Approved the re-appointment of Mr. KVS Manian as a Whole-time Director for a period of three years (post the expiry of his current term on 31st October, 2022), with effect from 1st November, 2022 or from the date of regulatory approvals, whichever is later;

ii. Accepted the request of Mr. Gaurang Shah, to not continue as a Whole-time Director and Director of the Bank, on expiry of his current term on 31st October, 2022; and

iii. Approved the appointment of Ms. Shanti Ekambaram as a Whole-time Director for a period of three years, with effect from 1st November, 2022 or from the date of regulatory approvals, whichever is later.

Directors retiring by rotation

At the meeting of the Board of Directors held on 25th June, 2022, the Board approved the proposal for re-appointment of Mr. KVS Manian and Mr. Gaurang Shah (up to the end of his current term as a Whole-time Director i.e. 31st October, 2022), as the Directors of the Bank, liable to retire by rotation at the ensuing AGM, in terms of Section 152 of the Act.

The details of the Directors along with the rationale for their proposed appointment / re-appointment, as mentioned above, are included in the Notice convening the Thirty-Seventh AGM of the Bank.

Declaration from Independent Directors

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

Certificate on non-debarment or non-disqualification of Directors

In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Bank has obtained a certificate from Ms. Rupal D. Jhaveri, Practising Company Secretary, confirming that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors of the companies either by SEBI or MCA or any other statutory / regulatory authority.

Director e-KYC

MCA has vide amendments to the Companies (Appointment and Qualification of Directors) Rules, 2014, mandated registration of KYC of all Directors. All the Directors of the Bank have complied with said requirement in FY 2021-22.

Directors and Officers Liability Insurance Policy

The Bank has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the Bank for any breach of fiduciary duty.

Board Evaluation1

The Board conducted the performance evaluation of the Individual Directors, Board Committees, Board as a whole and the Chairman of the Board in accordance with the provisions of the Act and the SEBI Listing Regulations, including the Guidance Note on Board Evaluation issued by SEBI on 5th January, 2017.

The NRC of the Board approves the criteria and the mechanism for carrying out the said performance evaluation process. Accordingly, the NRC approved the assessment questionnaire designed for the annual performance evaluation which broadly covered the following criteria:

i. Board - Competencies, composition and structure, board dynamics, process and procedure, functioning, oversight of committee composition and functioning and ethics and compliance

ii. Committees - Composition and quality, process and procedure, terms of reference and effectiveness in terms of respective roles assigned to the Committees

iii. Chairman - Key focus areas covering understanding of the role, commitment, team work attributes, utilisation of domain expertise, effective communication, etc. and certain other parameters such as efficient leadership, decision making, professionalism, impartial conduct, devotion of sufficient time, effective communication and facilitation of productive deliberation

iv. Individual Directors - Understanding of role, commitment, effective contribution, independent view to decision making, utilization of domain expertise, etc.

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

The Bank had engaged an independent external professional services firm for issuing a report on the Board Evaluation for the Bank, based on the responses received from the Directors. Based on the assessment of the responses received to the questionnaire from the Directors on the annual evaluation of the Board, its Committees, the Chairman and the individual Directors, the Board Evaluation Report was placed before the meeting of the Independent Directors held on 24th June, 2022, for consideration. Similarly, the Board at its meeting held on 25th June, 2022, assessed the performance of the Independent Directors and the outcome of the Board performance evaluation exercise.

The Directors noted that the results of the performance evaluation of the Board and its Committees, Chairman and individual directors indicated a high degree of satisfaction amongst the directors. A suggestion given by the Directors was to increase its focus on customer centricity. The Bank has accepted the said suggestion made which emanated from the Board performance evaluation. The status of compliance of the said suggestion will be reviewed and reported to the Board.

Further, the Bank has taken necessary steps to comply with the suggestions which had arisen from the Board performance evaluation for FY 2020-21.

KEY MANAGERIAL PERSONNEL

The following officials of the Bank are the Key Managerial Personnel ("KMP") pursuant to the provisions of Section 203 of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the date of this Report:

i. Mr. Uday Kotak, Managing Director & CEO

ii. Mr. Dipak Gupta, Joint Managing Director

iii. Mr. KVS Manian, Whole-time Director

iv. Mr. Gaurang Shah, Whole-time Director

v. Mr. Jaimin Bhatt, Group Chief Financial Officer

vi. Ms. Avan Doomasia, Company Secretary

There were no changes in the KMPs during FY 2021-22.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL2

The appointment and remuneration of Directors of the Bank is governed by the provisions of Section 35B of the BR Act. The NRC has formulated the criteria for appointment of Directors and Senior Management Personnel. Based on the criteria set, the NRC recommends to the Board, the appointment of Directors and Senior Management personnel.

The NRC reviews the range of skills, experience and expertise on the Board and identifies 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 selection criteria viz., qualifications, knowledge, experience, skills, expertise, fit and proper status, positive attributes as per the suitability of the role, independent status and various regulatory / statutory requirements, as may be required of the candidate, and also keeping in view the Banks Board Diversity Policy. After detailed discussions and deliberations, the NRC recommends the candidate to the Board.

The Bank adheres to the process and methodology prescribed by the RBI in respect of the Fit & Proper criteria as applicable to Private Sector Banks, signing of Deeds of Covenants which binds the Directors to discharge their responsibilities to the best of their abilities, individually and collectively in order to be eligible for being appointed / re-appointed as a Director of the Bank. The prescribed declarations / undertakings given by the Directors, other than that of the Members of the NRC, are placed before the NRC and the declarations / undertakings given by the Members of the NRC are placed before the Board, for its review and noting.

The said declarations / undertakings are obtained from all the Directors on an annual basis and also at the time of their appointment / re-appointment, in compliance with the said laws. An assessment on whether the Directors fulfil the prescribed criteria is carried out by the NRC and the Board, on an annual basis and also at the time of their appointment / re-appointment.

The salient features of the Compensation Policy are, as follows:

Objective:

• To maintain fair, consistent and equitable compensation practices in alignment with Kotaks core values and strategic business goals

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

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

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

Compensation structure comprises total remuneration consisting of:

• Fixed Pay, which includes perquisite pay / benefits

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

• Other payments, which includes Joining / Sign on Bonus, Severance package, Deferred Incentive Plans, etc.

Further, the employees have been broadly classified into following categories:

i. Category I - Comprising Managing Director & CEO and Whole-time Director ("WTDs")

ii. Category II - Material Risk Takers ("MRTs")

These include employees whose actions may have material impact on the risk exposures of the Bank and who satisfy both - qualitative and quantitative criteria, as given below:

a. Qualitative Criteria: Employees in the Grade M10 and above

b. Quantitative Criteria: Fixed Cost To Company ("FTCTC") is Rs 1 crore p.a. and above This excludes employees under Category III.

2 GRI102-37

iii. Category III - Risk control and compliance employees, comprising staff in Grade 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 covered in the first three categories.

The limits on the ratio of total Variable Pay (Including Cash or Non Cash Pay) to Fixed Pay and the limits on the ratio of Cash v/s Non Cash within Variable Pay, is outlined for each category of employee classification. Further, Malus and Clawback clauses are applicable as per the Compensation Policy.

The NRC of the Bank and the Board have reviewed and approved all the amendments to the said Compensation Policy.

The details of the remuneration paid to the Non-Executive Part-time Chairman, Executive and Non-Executive Directors of the Bank, for the year ended 31st March, 2022 is provided in the Report on Corporate Governance annexed to this Report.

Mr. Prakash Apte, the Non-Executive Part-time Chairman of the Bank, receives a fixed amount of remuneration as recommended by the Board and approved by the members of the Bank and RBI, from time to time. Mr. Apte also receives remuneration by way of sitting fees for attending meetings of the Board and its Committees.

The Board of Directors of the Bank (in consultation with the NRC) has formulated and adopted a comprehensive Compensation Policy for Non Executive Directors ("NEDs") (other than Non-Executive Part-time Chairman).

RBI vide its Circular 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 of Committees of the Board, effective from FY 2021-22, has permitted payment of fixed remuneration to the NEDs, excluding the Non-Executive Part-time Chairperson, up to a sum not exceeding Rs 20 lakh per annum for each NED. Accordingly, the members at the Thirty-Sixth AGM held on 25th August, 2021 had approved the payment of compensation to each NED (excluding Non-Executive Part-time Chairman) of the Bank, by way of fixed remuneration up to an overall ceiling of Rs 20 lakh per annum or such higher amount as may be prescribed by RBI, for a period of five years, with effect from FY 2021-22. The aforesaid Compensation Policy for NEDs (other than Non-Executive Part-time Chairman) was amended on 5th April, 2022 to, inter alia, give effect to the above referred members approval.

The salient features of the Compensation Policy for NEDs are, as follows:

i. Compensation structure is broadly divided into:

• Sitting fees

• Re-imbursement of expenses

• Compensation in the form of Fixed Remuneration.

ii. Amount of sitting fees and remuneration to be decided by the Board from time to time, subject to the regulatory limits.

iii. Overall cap on compensation in the form of fixed remuneration for each NED (excluding the Non-Executive Part-time Chairman) of Rs 20 lakh per annum or such other amount as may be prescribed by the RBI, from time to time.

iv. NEDs are not eligible for any stock options of the Bank.

The Remuneration paid to the Key Managerial Personnel is in line with the Compensation Policy of the Bank which is based on the RBI Guidelines. The Compensation Policy is available on the Banks website viz., URL: https://www.kotak.com/content/kotakcl/en/investor-relations/qovernance/policies.html

DISCLOSURES PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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

REPORT ON CORPORATE GOVERNANCE

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

Pursuant to Regulation 27 of the SEBI Listing Regulations, a separate section titled Report on Corporate Governance has been included in this Annual Report along with the certificate issued by the Statutory Auditors of the Bank confirming compliance with the mandatory requirements relating to Corporate Governance under the SEBI Listing Regulations. The Report of Corporate Governance also contains certain disclosures required under the Act, including the details of the Board meetings held during the financial year ended 31st March, 2022.

The Bank also files with the Stock Exchanges, the quarterly Report on Corporate Governance in terms of Regulation 27(2) of the SEBI Listing Regulations. The said Reports are available on the Banks website viz., URL: https://www.kotak.com/content/kotakcl/en/investor-relations/qovernance/sebi-listinq-disclosures.html

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Bank had appointed Parikh & Associates, Company Secretaries, Mumbai, a peer reviewed firm, to act as the Secretarial Auditor of the Bank for FY 2021-22. The Secretarial Audit Report for the financial year ended 31st March, 2022, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, is annexed to this Report. Your Bank is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act for FY 2021-22. The Secretarial Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers and is annexed to this Report.

Kotak Mahindra Life Insurance Company Limited ("KLI"), the Banks material unlisted subsidiary, has completed its secretarial audit and there are no reservations or adverse remarks or disclaimers made in the Secretarial Audit Report for the financial year ended 31st March, 2022. The said Secretarial Audit Report of KLI is annexed to this Report.

In terms of the SEBI circular dated 8th February, 2019, your Bank has submitted the Annual Secretarial Compliance Report for FY 2021-22 to the Stock Exchanges within the prescribed time and the same is available on websites of the Stock Exchanges i.e. BSE Limited (www.bseindia.com), National Stock Exchange of India Limited (www.nseindia.com) and on the Banks website viz., URL: https://www.kotak.com/content/kotakcl/en/investor-relations/qovernance/sebi-listinq-disclosures.html

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, based on the representations received from the operating management, confirm in pursuance of Sections 134(3) and 134(5) of the Act, that:

i. your Bank has, in the preparation of the annual accounts for the financial year ended 31st March, 2022, followed the applicable accounting standards and guidance provided by The Institute of Chartered Accountants of India along with proper explanations relating to material departures, if any;

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Bank as at 31st March, 2022 and of the profit of your Bank for the financial year ended 31st March, 2022;

iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Bank and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and are operating effectively; and

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

ANNUAL RETURN

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

STATUTORY AUDITORS

Pursuant to the Banks Policy on appointment of Statutory Auditors ("Policy") and the Circular No. DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated 27th April, 2021 issued by RBI ("RBI Circular" / "Guidelines"), prescribing the guidelines for Appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) and upon recommendation of the Audit Committee and the Board and the further approval of the RBI, the members of the Bank had, at the Thirty-Sixth AGM held on 25th August, 2021, re-appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N / N500013) as one of the Joint Statutory Auditors of the Bank, for FY 2021-22, to hold office from the conclusion of the Thirty-Sixth AGM until the conclusion of the Thirty-Seventh AGM of the Bank and appointed Price Waterhouse LLP, Chartered Accountants (Firm Registration Number: 301112E/E300264), as the other Joint Statutory Auditor of the Bank, for a period of three years, with effect from FY 2021-22, to hold office from the conclusion of the Thirty-Sixth AGM until the conclusion of the Thirty-Ninth AGM of the Bank.

The term of Walker Chandiok & Co LLP as one of the the Banks Joint Statutory Auditors expires at the conclusion of the Thirty-Seventh AGM of the Bank.

Pursuant to the RBI Circular and the Policy, the Bank is required to appoint a Joint Statutory Auditor for a period of three years with effect from FY 2022-23 till FY 2024-25, to hold office from the conclusion of the Thirty-Seventh AGM until the conclusion of the Fortieth AGM of the Bank.

In this regard, based on a review of the profile, including the size, experience and area of specialization and recommendation of the Audit Committee and subject to the approval of RBI, the Board has, on 31st March, 2022, inter alia, approved and recommended for the approval of the members, the appointment of KKC & Associates LLP (formerly, Khimji Kunverji & Co LLP), Chartered Accountants (Firm Registration Number: 105146W / W-100621), as the second Joint Statutory Auditor of the Bank, for a period of three years with effect from FY 2022-23, to hold office from the conclusion of the Thirty-Seventh AGM until the conclusion of the Fortieth AGM of the Bank for the purpose of the audit of the Banks standalone and consolidated financial statements, with power to the Board (including the Audit Committee of the Board or any other person(s) authorized by the Board or Audit Committee in this regard), to do all such acts, matters, deeds and things as may be necessary or desirable in connection with or incidental for giving effect to the said appointment of the Joint Statutory Auditors, including but not limited to determination of roles and responsibilities / scope of work of the respective Joint Statutory Auditors, negotiating, finalizing, amending, signing, delivering, executing the terms of appointment, including any contracts or documents in this regard, alter and vary the terms and conditions of remuneration arising out of increase in scope of work, amendment in Accounting Standards or regulations and such other requirements resulting in the change in scope of work, without being required to seek any further consent or approval of the members of the Bank.

KKC & Associates LLP has consented to act as one of the Joint Statutory Auditors of the Bank and have intimated that such appointment would be in accordance with the conditions prescribed in Section 139 of the Act and have also confirmed their eligibility to be appointed as Statutory Auditors, in terms of Section 141 of the Act and applicable rules and RBI Guidelines.

The RBI has, vide its letter bearing No. DOS. CO.RPD. No. S2271 /08.30.005/2022- 23 dated 5th July, 2022, granted its approval for the aforementioned appointment of KKC & Associates LLP, as one of the Joint Statutory Auditors.

Further, based on the recommendation of the Audit Committee, the Board at its meeting held on 23 rd July, 2022, approved an overall audit fee not exceeding Rs3,50,00,000/- (Rupees Three Crore Fifty Lakh Only), plus outlays and taxes, as applicable, for FY 2022-23, subject to the approval of the members, to be allocated by the Bank between M/s. Price Waterhouse LLP, Chartered Accountants and KKC & Associates LLP, depending upon their respective scope of work.

The approval of members of the Bank is, accordingly, being sought pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Act and the relevant Rules thereunder and pursuant to Section 30 of the BR Act and RBI Circular for:

i. the aforementioned appointment of KKC & Associates LLP, as one of the Joint Statutory Auditors; and

ii. fixing the remuneration of the Joint Statutory Auditors for FY 2022-23.

As per the applicable provisions of law, including the RBI Circular and the BR Act, the appointment of Joint Statutory Auditors would be subject to the approval of the RBI every year.

As required under Regulation 33(1)(d) of the SEBI Listing Regulations, the Joint Statutory Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and that they hold a valid certificate issued by the Peer Review Board of ICAI.

There are no qualifications, reservations, adverse remarks or disclaimers made by Walker Chandiok & Co. LLP, Chartered Accountants and Price Waterhouse LLP, in the Statutory Auditors Report for FY 2021 -22.

Payment of additional fees / remuneration to the Statutory Auditors for FY 2021-22:

At the AGM of the Bank held on 25th August, 2021, the members had approved the appointment of Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number 001076N / N500013) and Price Waterhouse LLP, Chartered Accountants (Firm Registration Number 301112E / E300264), as Joint Statutory Auditors of the Bank for the purpose of the audit of the Banks standalone and consolidated financial statements, for FY 2021-22. An overall fee of Rs 29,000,000/- (Rupees Two Crore Ninety Lakh Only), to be allocated by the Bank between the Joint Statutory Auditors, depending upon their respective scope of work in addition to the out of pocket expenses, outlays and taxes, as applicable, had been approved by the members.

There have been various additional requirements during FY 2021-22 for which the Statutory Auditors have provided additional services, and in respect of which an additional remuneration / fees of Rs 2,000,000 (Rupees Twenty Lakh Only) plus outlays and taxes at the applicable rates are proposed to be paid to the Joint Statutory Auditors. Based on the approval and recommendation of the Audit Committee, the Board, at its meeting held on 4th May, 2022, approved of the aforementioned payment of additional remuneration / fees to the Joint Statutory Auditors, subject to the approval of the members of the Bank and such other consents / permissions / sanctions as may be required from any regulatory / statutory authority, if any.

Accordingly, approval of the members is now being sought for the payment of additional fees / remuneration to the Joint Statutory Auditors, for FY 2021-22, for the general increase in their efforts, depending upon their respective scope of work, in addition to the out of pocket expenses, outlays and taxes, as applicable.

INTERNAL FINANCIAL CONTROLS

The Board of Directors confirm that your Bank has laid down set of standards, processes and structure which enables it to implement internal financial controls across the organisation with reference to financial statements and that such controls are adequate and are operating effectively. Controls are reviewed / revisited / updated / deleted each year for change in processes / organisational changes / product changes, etc. Given the COVID-19 pandemic, all additional controls that were implemented due to lockdowns and consequential Work From Home requirements were also considered and incorporated. Testing is done for each of the controls with the help of an independent firm of Chartered Accountants, on behalf of Management, who confirm to the Audit Committee of the Bank, the existence and operating effectiveness of controls over financial reporting. During the year under review, no material or serious observations were observed for inefficiency or inadequacy of such controls.

IMPLEMENTATION OF IND AS

The Ministry of Finance, GOI, had vide its press release dated 18th January, 2016 outlined the roadmap for implementation of International Financial Reporting Standards ("IFRS") converged Ind AS for Scheduled Commercial Bank (excluding RRBs), NBFC and Insurance companies. The RBI vide its circular dated 22nd March, 2019, deferred the implementation of Ind AS for Scheduled Commercial Banks ("SCB") till further notice, pending the consideration of some recommended legislative amendments by GOI. The RBI has not issued any further notification on implementation of Ind AS for SCBs.

The Bank has so far taken following steps for implementation of Ind AS:

i. Formed Steering Committee for Ind AS implementation. The Steering Committee comprises representatives from Finance, Risk, Information Technology and Treasury. The Committee closely reviews progress of Ind AS implementation in the Bank and provides guidance on critical aspects of the implementation.

ii. The Bank has identified changes required to its IT systems for automation of Ind AS reporting. The Bank has identified an IT solution for Ind AS reporting and is currently in the process of implementing the solution.

RELATED PARTY TRANSACTIONS3

During the year, the Bank has not entered into any materially significant transaction with its related parties, which could lead to a potential conflict of interest between the Bank and these parties. All the related party transactions that were entered into during the year were on an arms length basis and in ordinary course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Act and Form AOC-2 is not applicable to the Bank.

The members of the Bank had, vide resolutions passed through postal ballot on 19th January, 2022, approved related party transactions by the Bank, as potential Material related party transactions under the then existing provisions of Regulation 23 of the SEBI Listing Regulations, with Infina Finance Private Limited ("Infina") and Mr. Uday Kotak for FY 2022-23, at an arms length basis and in the ordinary course of business of the Bank. However, during the year, none of the related party transactions of the Bank exceeded the applicable materiality threshold.

The Bank has a Board approved Policy on dealing with Related Party Transactions. The same is available on the Banks website viz., URL: https://www.kotak.com/en/investor-relations/qovernance/policies.html

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, all related party transactions are reviewed by the Statutory Auditors of the Bank. Also, the Bank had engaged the services of an external professional firm for verification of the related party transactions during the year as also their disclosure and for validation of the process followed by the Bank.

Members may refer to Note 7 of Schedule 18 - Notes to Accounts of the Standalone Financial Statement and Note 25 of Schedule 17 - Notes to Accounts of the Consolidated Financial Statement of your Bank, which set out related party disclosures pursuant to Accounting Standards AS-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act except sub-section (1), do not apply to loans made, guarantees given and securities provided by a banking company in the ordinary course of its business and are exempted from the disclosure requirement under Section 134(3)(g) of the Act.

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

RISK MANAGEMENT POLICY

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Bank has a Risk Management Committee, details of which can be referred to in the Report on Corporate Governance 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 delegated its powers relating to monitoring and reviewing risks associated with the Bank to the Risk Management Committee. The Bank has also adopted a Group Enterprise-wide Risk Management framework supported by appropriate policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other Risks. Details of identification, assessment, mitigations, monitoring and the management of these risks are mentioned in the Management 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 the conservation of energy. Details of the same are available in the BRSR of the Bank which is available on the Banks website viz., URL: https://www.kotak.com/en/investor-relations/financial-results/annual-reports.html

The Bank has used information technology extensively in its operations as detailed in the para on Technology and Digitisation. Further, the provisions of Section 134(3)(m) of the Act, 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 its officers or employees were reported by the Statutory Auditors and Secretarial Auditor under Section 143(12) of the Act, to the Audit Committee or the Board of Directors of the Bank.

MAINTENANCE OF COST RECORDS

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

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

During the year under review, no significant and / or material order was passed by any regulatory authority or Court or Tribunal against the Bank, which could impact the going concern status or its future operations.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE BANK

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

ANNEXURES

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

i. Annual Report on Corporate Social Responsibility Activities of the Bank for the financial year ended 31st March, 2022.

ii. Certificate confirming that none of the Directors of the Bank have been debarred or disqualified from being appointed or continuing as directors of Companies by SEBI/MCA or any such statutory authority.

iii. Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

iv. Secretarial Audit Report pursuant to Section 204 of the Act and Regulation 24A the SEBI Listing Regulations.

v. Report on Corporate Governance pursuant to Schedule V Part C of the SEBI Listing Regulations along with Certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in para E of Schedule V of the SEBI Listing Regulations.

vi. Management Discussion and Analysis Report pursuant to Schedule V Part B of the SEBI Listing Regulations.

ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude for the valuable guidance and support received from the RBI, the SEBI, Stock Exchanges, Insurance Regulatory and Development Authority and other Government and Regulatory agencies.

Your Directors acknowledge the support of the Members for their continued support and also wish to place on record their appreciation for employees for their commendable efforts, commitment, teamwork and professionalism.

For and on behalf of the Board of Directors
Prakash Apte Chairman
Date: 23rd July, 2022
Place: Mumbai