Your Directors have pleasure in presenting the Forty-First Annual Report of Kotak Mahindra Bank Limited (“Bank”) together with the audited
Financial Statements for the financial year (“FY”) ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS
(A) CONSOLIDATED*

Notes:

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

aPrevious year amounts have been re-classified for consistency with the current year presentation, wherever necessary.

#On 24^th March, 2026, Kotak Mahindra Capital Company Limited (“KMCC"), a wholly owned subsidiary of the Bank, divested 30.99% out of its total stake of
49.99% in Infina Finance Private Limited (“Infina"), an associate company of the Bank, for a total consideration of H1,293.91 crore. In the consolidated financials,
a pre-tax gain of H367.79 crore (net of expenses) is recognised for this divestment after considering the carrying value of this investment till the date of sale.
Consequent to this sale, Infina ceased to be an associate company of the Bank, with effect from 24™ March, 2026.

$On 18^th June, 2024, the Bank completed the divestment of a 70% stake (through a combination of fresh growth capital and share sale) in
Kotak Mahindra General Insurance Company Limited (“KGI"), its then subsidiary, to Zurich Insurance Company Limited (“Zurich"). The Bank sold 553,181,595
equity shares of KGI for a consideration of H4,095.82 crore, resulting in net gain from such sale of H3,803.40 crore (pre-tax), considering the carrying value of
investment in consolidated financials. Consequent to this sale, KGI ceased to be a subsidiary of the Bank and became an associate company of the Bank, with
effect from 18^th June, 2024. The Bank continues to hold the remaining 30% of the share capital of Zurich Kotak General Insurance Company (India) Limited ("ZKGI")
(Formerly known as Kotak Mahindra General Insurance Company Limited)

**Based on shareholders’ approval received on 26'" December, 2025, the sub-division (split) of 1 (One) equity share having a face value of
H5/- (Rupees Five only) each, fully paid-up, into 5 (Five) equity shares having a face value of H1/- (Rupee One only) each, fully paid-up was effective from
14" January, 2026 (Record Date). The impact of the above has been considered for the calculation of Earnings Per Share ("EPS") for all the periods in accordance
with the requirements of Accounting Standards (“AS") 20-Earnings Per Share.

(B) STANDALONE

(H in crore)

Notes:

^APrevious year amounts have been re-classified for consistency with the current year presentation, wherever necessary.

*On 18^th June, 2024, the Bank completed the divestment of a 70% stake (through a combination of fresh growth capital and share sale) in KGI, its then subsidiary,
to Zurich. The Bank sold 553,181,595 equity shares of KGI for a consideration of H4,095.82 crore, resulting in net gain from such sale of H3,519.90 crore (pre-tax),
for the year ended 31^st March, 2025. Consequent to this sale, KGI ceased to be a subsidiary of the Bank and became an associate company of the Bank, with effect
from 18^th June, 2024.

**The Bank has complied with all the applicable criteria as specified by the Reserve Bank of India in connection with payment of dividend on equity shares and
the Board of Directors of the Bank has recommended a dividend of H0.65 per equity share (Face Value of H1/-) for FY2025-26 (Previous year: H2.50 per equity
share- Face Value of H5/-), from the profits for FY2025-26. As per the requirements of revised AS 4-‘Contingencies and Events Occurring after the Balance Sheet
Date, the dividend pay-out is appropriated from the amount available for appropriation in the year of pay-out. Basis the shareholders’ approval received on
2ff^h December, 2025, the sub-division (split) of 1 (One) equity share having a face value of H5/- (Rupees Five only) each, fully paid-up, into 5 (Five) equity shares
having face value of H1/- (Rupee One only) each, fully paid-up was effective from 14^lh January, 2026 (Record Date).

PERFORMANCE OVERVIEW

During the year, the Reserve Bank of India (“RBI”) reduced the policy repo rate by 100 basis points, leading to Net Interest Margin ("NIM")
compression across the banking sector, including your Bank.

Despite these operating pressures, the Kotak Group’s counter-cyclical business architecture held firm. Capital markets and asset management
businesses delivered stable performance, reinforcing the strength of the diversified financial conglomerate model. As a result, Book Value Per
Share increased by 15.01% to H182.09 and the Consolidated Balance Sheet crossed H10 lakh crore, a significant milestone reflecting four decades of
disciplined growth.

Regulatory constraints that had restricted certain digital onboarding and credit card business activities were lifted in February 2025, enabling
the institution to operate at full capacity throughout FY 2025-26. Supported by ongoing technology enhancements during the year, the
Kotak Group’s three pillars, namely, Focus Customer Segment Propositions, Independent Product Businesses within the Bank and Technology,
Digital & Artificial Intelligence (“AI”), are now fully aligned, enabling seamless execution.

Your Bank continues to scale its franchise in a prudent and responsible manner, supported by strong governance, disciplined risk management
and a sustained focus on long-term value creation, as evidenced over a longer horizon. The five-year compounding trajectory underscores the
scale and consistency of your Bank’s growth. At a Profit After Tax (“PAT”) CAGR of 15%, your Bank has broadly doubled its earnings over the past
five years across varied economic cycles. Over the same period, Net Interest Income ("NII") and Advances and Deposits, have grown at a CAGR
of 14%-17%, as under:

FINANCIAL PERFORMANCE

On a standalone basis, PAT of your Bank was ^14,007.70 crore in FY 2025-26, as compared to ^16,450.08 crore in FY 2024-25 (FY 2024-25 included
a one-time gain of ^2,729.95 crore from the ZKGI divestment). On a comparable basis, FY 2025-26 PAT was 2.10% higher Year-on-Year (“YoY”).
NII of your Bank for FY 2025-26 was ^30,010.07 crore as against ^28,341.78 crore in FY 2024-25. NIM was 4.60% for FY 2025-26 compared to 4.96% for
FY 2024-25, reflecting the impact of the down-cycle in policy rates and the high of repo-linked loans in the book, which stood at 63% as at
31^st March, 2026, up from 62% a year earlier. The Cost-to-Assets ratio declined to 2.75% from 3.02% in the previous year.

Deposits grew 14.71% to ^572,456.13 crore as at 31^st March, 2026 from ^499,055.13 crore as at 31^st March, 2025, led by strong traction
in low-cost granular deposits, sustained customer acquisition and deeper engagement. CASA deposits increased to ?247,723.06 crore
as at 31^st March, 2026 from ^214,415.89 crore as at 31^st March, 2025, with the CASA ratio improving to 43.27% from 42.96%. Advances grew
16.19% to H496,009.16 crore as at 31^st March, 2026, from ^426,909.20 crore as at 31^st March, 2025, with growth led by the
Small and Medium Enterprises (“SME”), Mortgage and Corporate Banking segments Asset quality improved with Gross Non-Performing Assets
declining to 1.20% (FY 2024-25: 1.42%) and Net Non-Performing Assets declining to 0.25% (FY 2024-25: 0.31%). The standalone CET-1 ratio of
21.34% reflects a strong capital position.

The consolidated PAT was H19,287.89 crore in FY 2025-26 (which included a one-time gain of ^185.16 crore from Infina divestment) as compared
to H22,125.99 crore in FY 2024-25 (which included a one-time gain of ^3,013.46 crore from ZKGI divestment).

The Consolidated Capital & Reserves and Surplus was H181,112.75 crore as at 31^st March, 2026 (H157,395.08 crore as at 31^st March, 2025).
The Book Value Per Share was H182.09 as at 31^st March, 2026 (H158.33 as at 31^st March, 2025, restated post 5:1 sub-division (split), effective
14^th January, 2026).

Further details about the performance overview of your Bank are provided in the Management Discussion and Analysis Report, annexed
to this Report.

BUSINESS OVERVIEW

Your Bank's value creation is anchored in four engines of growth, namely, Banking and Lending, Capital Markets, Asset Management and
Protection. These are operated through your Bank and its 100% beneficially owned subsidiaries. A complete list of subsidiaries and associate
companies of your Bank is set out under the'Kotak Group Structure' section, later in this Report. Your Bank executes its strategy through three
pillars, namely, Focus Customer Segment Propositions, Independent Product Businesses within the Bank and Technology, Digital & AI.

Banking and Lending

Banking activities are undertaken by your Bank, whereas lending activities are undertaken by your Bank and its subsidiaries, namely,
Kotak Mahindra Prime Limited (“KMPL”), Kotak Mahindra Investments Limited (“KMIL”) and Kotak Infrastructure Debt Fund Limited ("KIDF")
also aided by BSS Sonata Microcredit Limited, as a Business Correspondent.

Subsequent to the year end, as part of strategic realignment, the Commercial Banking business was integrated into the Retail and Institutional
business portfolios. Accordingly, your Bank reorganised its banking operations into Retail, Institutional and Independent product businesses,
to drive sharper focus, scalability and execution.

The Retail Banking franchise spans digitally active Core India customers, salaried and self-employed individuals, affluent and emerging
High-Net-Worth Individual ("HNIs"), HNIs, Ultra-HNIs (UHNIs), Non-Resident Indians (NRIs), women borrowers for microcredit, small businesses,
retail institutions and government-linked segments. It offers a broad range of banking products, including savings and current accounts, term
and recurring deposits, mortgages, gold loans, personal loans, business loans, credit cards, microcredit, debit cards and payment services to its
customers. Delivery is enabled through an omni-channel model spanning branches, digital platforms and voice-led assisted servicing.

Deposits mobilisation is anchored in a customer segment-led model spanning consumption, investment and asset-linked liabilities, while
advances serve customers across life stages, business stages and geographies through a balanced portfolio of secured and unsecured products,
supporting sustainable risk-adjusted growth.

The Institutional Banking franchise caters to a diverse set of customer segments, including large Indian corporates, conglomerates,
financial institutions, public sector undertakings, multinational companies, financial sponsors (including private equity funds and
foreign portfolio investors), new-age companies, SMEs and realty businesses. The business offers a comprehensive portfolio of products
and services to these customers, including working capital finance, term finance, project finance, trade and supply chain finance, offshore
funding through Gujarat International Finance Tec-City (GIFT City) and Dubai International Financial Centre (DIFC), foreign exchange services,
transaction banking services, custody services, debt capital markets, structured finance, distressed assets, credit substitutes and
treasury services.

The franchise drives profitability through an optimal fee and liability mix, delivering high ROE with robust asset quality. This is supported by
cross-sell across a fully integrated platform spanning balance sheet, capital markets and advisory solutions. It is anchored in strong lending
capabilities, complemented by strengths in investment banking, equity research, broking, custody and treasury. Together, these enable
calibrated advances growth with disciplined pricing under a risk-adjusted returns framework.

Your Bank's Independent Product Businesses finances Tractor and Farm Equipment ("TFE"), Commercial Vehicles and Construction Equipment.
Treasury

Treasury actively managed the Bank’s interest rate, foreign exchange and bullion exposures through a volatile year, capturing favourable
rate movements in the first half, before adopting a more defensive positioning in the second half, while the Balance Sheet Management Unit
consistently maintained liquidity ratios well above prudential thresholds.

Priority Sector Lending

Priority Sector Lending (PSL) achievement stood at 43.05% of Adjusted Net Bank Credit (“ANBC”), as against the regulatory requirement of 40.00%.
Lending through Subsidiaries

Among the subsidiaries, KMPL and KMIL operated in a year of strong underlying demand. KMPL reported largely stable Profit Before Tax (“PBT”)
at ^1,342.09 crore in FY 2025-26 (FY 2024-25: ^1,356.86 crore) as the increase in NII was largely offset by lower other income, primarily
from treasury operations.

KMIL saw PBT declining to T570.64 crore in FY 2025-26 (FY 2024-25: T674.51 crore), primarily due to lower NII, though partially offset by an increase in
dividend income. Effective 1^st April, 2026, pursuant to the Reserve Bank of India (Commercial Banks - Undertaking of Financial Services) Directions, 2025
(as updated and amended from time to time) (“RBI Directions”) and as part of group simplification and operational synergies, KMIL's business activities
are being conducted departmentally within the Bank. KMIL has ceased sanctioning new loans and continues to service its existing obligations under the
facility agreements executed on or prior to 31^st March, 2026.

Additionally, BSS Sonata Microcredit Limited is the renamed entity following the merger of Sonata Finance Private Limited with
BSS Microfinance Limited (effective 11^th October, 2025), resulting in a scalable microfinance platform with enhanced reach and operating strength.

For further details, please refer to 'Key Developments during FY 2025-26' section, later in the Report.

Capital Markets

Kotak Securities Limited (“KSL”) and Kotak Mahindra Capital Company (“KMCC”) delivered stable performance amid market volatility, marked
by Foreign Institutional Investor (“FII”) outflows, though strong domestic inflows supported activity. The Institutional business in KSL continued
to demonstrate strength in capital market issuances, while retail volumes moderated in line with broader market trends, with derivatives
volumes showing relative resilience.

Despite a challenging environment, KSL strengthened its competitive positioning with its market share (excluding proprietary trades) in the
equity derivatives segment increasing from 12.86% in FY 2024-25 to 15.04% in FY 2025-26. In the cash segment, market share increased from
9.38% to 9.87% over the same period. The Institutional business continued to maintain its leadership position, supported by distribution of
capital market transactions and execution of block trades.

KMCC executed a strong transaction pipeline, completing 22 Initial Public Offerings (“IPOs”) and 7 Qualified Institutional Placements (“QIPs”)
that together raised H176,302 crore. KMCC led several marquee transactions, including the largest Non-Banking Financial Company (“NBFC”)
IPO in Indian capital markets history (Tata Capital at H15,512 crore) and the largest QIP of the year (State Bank of India at H25,000 crore).
KMCC was ranked #2 by deal volume in the India M&A league tables in FY 2025-26 (Source: Bloomberg).

Asset Management

Kotak Mahindra Asset Management Company Limited (“KMAMC”) maintained its position as the 5^th largest Mutual Fund in India by
Average Assets Under Management (“AAUM”), with assets of ^570,041 crore as at 31^st March, 2026 (market share 7.17%), growing 21.59% YoY
from ^468,820 crore as at 31^st March, 2025. The franchise served 75.78 lakh unique investors (12.34% of the industry’s investor base) with
monthly Systematic Investment Plan (“SIP”) inflows in March, 2026 reaching ?2,116 crore, up 18.60% YoY. PBT increased to ^1,167.38 crore for
FY 2025-26, up 12.78% YoY from ^1,035.12 crore for FY 2024-25, supported by scale-led cost efficiency and operating leverage, supporting
margins despite market volatility.

Kotak Alternate Asset Managers Limited has raised USD 11.5 billion in capital commitments since inception, with 10%-15% as sponsor
capital by Kotak Group, reinforcing the alignment. The Kotak Yield and Growth Fund, a Category II Alternative Investment Fund (AIF),
achieved its first closure of over ?4,400 crore, marking it as one of the largest domestic private capital fundraise in the Indian market. The entire
capital was raised through Kotak Group’s platforms, underscoring strong in-house manufacturing capabilities and a robust distribution network.

The International subsidiaries represent the Kotak Group’s integrated international platform, operating across Singapore, London, New York,
Dubai, Abu Dhabi and Mauritius, offering a comprehensive suite of financial services to a global client base. The PBT declined from ^294.46 crore
in FY 2024-25 to ^203.38 crore in FY 2025-26, driven by lower AAUM and higher mark-to-market losses on Investments.

Protection

Kotak Mahindra Life Insurance Company Limited (“KLI”) reported Gross Written Premium of ^21,441.09 crore in FY 2025-26, up 16.68% YoY
from ^18,375.67 crore in FY 2024-25. The Value of New Business ("VNB") increased by 31.4% to ?1,260 crore (FY 2024-25: ? 959 crore), with
VNB margins expanding by 350 bps to 28.5% (FY 2024-25: 25%), driven by a higher mix of protection and non-par savings products, reflecting
quality of the business book. Indian Embedded Value (IEV) stood at H 19,224 crore as at 31^st March, 2026 (^17,612 crore as at 31^st March, 2025),
registering 9.15% YoY growth. The solvency ratio remained strong at 2.21 times against a regulatory requirement of 1.50 times. Protection
contributed 31.25% to total individual new business and group premium, with overall protection premium at ^3,292.48 crore. Profitability
was impacted by GST-related regulatory changes, particularly the effect of GST exemption on actuarial reserves and expenses, with PAT at
^628.46 crore for FY 2025-26 compared to ^769.47 crore in the previous year, while underlying business fundamentals remained stable.

THREE PILLARS OF STRATEGY

The strength of Kotak’s four-engine model is executed through three pillars, namely, Focus Customer Segment Propositions, Independent
Product Businesses within the Bank and Technology, Digital & AI.

First Pillar: Focus Customer Segment Propositions

Your Bank has identified four Focus Customer Segments, namely, HNI, Core India (a billion Indians), SME and Institutional clients, each served
through a differentiated, multi-product and multi-engine proposition. This approach strengthens wallet share, improves retention, accelerates
cross-engine monetisation, and supports scalable and profitable growth.

The effectiveness of this model is reflected in the following outcomes during FY 2025-26:

• Combined relationship value of Solitaire and Private Banking customers across advances, deposits, demat and investments stood
at ?10.8 lakh crore, spanning over 66,000 families

• Kotak811 savings accounts contributed 12.2% of the Bank’s total savings account balances, growing 32.4% YoY

• The SME franchise comprising Corporate SME, Business Banking and Agri SME accounted for 23.9% of the Bank’s advances (gross of IBPC
& BRDS), growing 19.4% YoY

• The Institutional franchise contributed 17.1% of the Bank’s total fee & services income, growing 13.7% YoY
Second Pillar: Independent Product Businesses Within the Bank

Independent product businesses within the Bank are anchored in focused execution and strong ecosystem linkages. These lending
businesses have been built over time with dedicated distribution models and distinct economics, enabling consistent risk-adjusted
returns across asset classes. TFE together with Commercial Vehicles (CV) and Construction Equipment (CE) account for 12.8% of the
Bank's advances (gross of IBPC & BRDS). Collectively, they deliver resilient, well-secured growth, supported by differentiated value pools and
strong market positioning in their respective segments.

Key highlights include:

• #2 tractor financier in India with a 10.9% market share for FY 2025-26 (Source: Tractor Manufacturers Association)

• Among the top five financiers in India, with 4.7% market share in CV (Source: SIAM) and 7.4% in CE financing (Source: ICEMA) for FY 2025-26

Third Pillar: Technology, Digital & AI

Over the past few years, your Bank has strengthened its technology core while building new capabilities for scale and efficiency.
In FY 2025-26, this continued with enhancements to infrastructure, digital platforms and user experience, creating a resilient,
secure and scalable foundation for a digital-first franchise. Your Bank is focused on driving productivity, efficiency and faster
time-to-market through digitisation, automation and scaled adoption of AI across four categories, namely, customers, colleagues, control
and technology. These capabilities support the ‘Transforming for Scale’ strategy, centred on speed, simplicity, scalability and customer trust,

while improving execution and customer outcomes. Technology investments remain aligned to throughput, cost efficiency and risk discipline,
supporting sustainable growth with stronger unit economics.

Your Bank’s Core Banking Ecosystem:

• ~ 10,000 transactions per second capacity

• 3.6 crore Application Programming Interface (“API”) calls processed daily

Further details on the business and the overall strategic narrative are provided in the Management Discussion and Analysis Report, annexed
to this Report.

KEY DEVELOPMENTS DURING FY 2025-26

During the year, your Bank undertook several strategic actions, as set out below:

a. Merger of BSS Sonata Microcredit Limited

Pursuant to the receipt of the requisite approvals of the respective shareholders and creditors of Sonata Finance Private Limited (“Sonata”) and
BSS Microfinance Limited (“BSS”) and the approval of the concerned National Company Law Tribunal (NCLT), the Scheme of Amalgamation
of Sonata with BSS was made effective on 11^th October, 2025 and, accordingly, post the merger, Sonata ceased to be a subsidiary of the Bank,
with effect from 11^th October, 2025. Subsequently, the name of BSS was changed to BSS Sonata Microcredit Limited. The merged entity
operates as a Business Correspondent of your Bank extending microcredit to rural and semi-urban women borrowers.

b. Sub-division of equity share

Basis the approval of the shareholders received on 26^th December, 2025, the sub-division (split) of 1 (One) equity share having a
face value of ?5/- (Rupees Five only) each, fully paid-up, into 5 (Five) equity shares having face value of ?1/- (Rupee One only) each,
fully paid-up, was effective from 14th January, 2026 (Record Date).

c. Divestment of stake in Infina

On 24th March, 2026, KMCC, a wholly-owned subsidiary, divested 30.99% out of its total equity stake of 49.99% in Infina for a consideration
of H1,293.91 crore. Following the divestment, Infina ceased to be an associate company, of your Bank, with effect from 24th March, 2026.

d. Kotak Group Simplification

Pursuant to the RBI Directions and as part of group simplification and operational synergies, KMIL, a wholly-owned subsidiary of your
Bank, ceased sanctioning new loans from 1^st April, 2026, while continuing to service its existing obligations. KMIL's business activities
are being conducted departmentally within the Bank. Subsequently, the Board of Directors of the Bank at their meeting held on
30th May, 2026, considered and approved (i) assignment of the loan portfolio (excluding overdue NPAs) and (ii) sale of non-treasury investments
(Pass-Through Certificate (“PTCs”) and Debentures) to your Bank, from a date to be mutually decided.

CAPITAL AND SHAREHOLDER MATTERS
SHARE CAPITAL

During the year, your Bank allotted 1,714,177 equity shares (comprising 875,602 equity shares of face value of H5/- each (i.e. pre-split)
and 838,575 equity shares of face value of H1/- each (i.e. post-split), arising out of the exercise of Employee Stock Options granted to the
Eligible Employees of your Bank and its subsidiaries. Further, in January 2026, your Bank also allotted 133,400 equity shares of face value of
H1/- each, in lieu of the rights entitlement held in abeyance pending judicial clearance, by erstwhile ING Vysya Bank Limited and subsequent
corporate benefits thereon.

After the allotment of the aforementioned equity shares, the total issued, subscribed and paid-up share capital of your Bank as at
31^st March, 2026 stood at H9,946,464,950/- comprising 9,946,464,950 equity shares of H1/- each.

DIVIDEND

The Board of Directors of your Bank had, at their meeting held on 2^nd May, 2026, recommended a dividend of H0.65 per equity share for
FY 2025-26. The dividend, if approved by the members, would entail a pay out of approximately H646.52 crore (Previous Year: H497.10 crore),
based on the capital as at 27^th June, 2026. The dividend would be paid to all the eligible equity shareholders, whose names would appear in the
Register of Members/List of Beneficial Owners on the Record Date fixed for this purpose i.e. 17th July, 2026.

Your Bank has complied with all the applicable criteria as specified by the RBI in connection with declaration of dividend by the banks on equity
shares (as updated and amended from time to time).

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and as reviewed and adopted by the Board of Directors of your Bank, is available
on the Bank’s website viz., URL:https://www.kotak.bank.in/en/investor-relations/governance/policies.html

BONDS AND DEBENTURES

Your Bank has not issued any Tier Il/Infrastructure Bonds during FY 2025-26.

As at 31^st March, 2026, outstanding Infrastructure Bonds aggregated H4,845.00 crore. All the Bonds have been issued on a private placement
basis and are listed on the BSE Limited ("BSE")/the National Stock Exchange of India Limited ("NSE"), as the case may be.

CAPITAL ADEQUACY RATIO

Your Bank has a Capital Adequacy Ratio of 22.40% as at 31^st March, 2026 under Basel III, with Tier I Capital being 21.34% (of which,
Common Equity Tier 1 Capital is 21.34%).

CREDIT RATINGS

The details of all credit ratings obtained by your Bank for various instruments, including debt instruments outstanding as at 31^st March, 2026,
are disclosed in the Report on Corporate Governance, annexed to this Report.

DEPOSITS

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

GOVERNANCE
CORPORATE GOVERNANCE

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

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section titled ‘Report on Corporate Governance’ has been annexed to this
Report along with the certificate from the Secretarial Auditor of the Bank confirming compliance with the mandatory requirements relating
to Corporate Governance under the SEBI Listing Regulations. The Report on Corporate Governance also contains certain disclosures required
under the Act, including the details of the Board meetings held during the financial year ended 31^st March, 2026.

The Bank also files with the Stock Exchanges, the Report on Corporate Governance in terms of Regulation 27(2) of the
SEBI Listing Regulations on a quarterly, half yearly and annual basis. The said Reports are available on the Bank’s website
viz., URL:https://www.kotak.bank.in/content/kotakcl/en/investor-relations/governance/sebi-listing-disclosures.html

BOARD COMPOSITION

The composition of the Board of Directors of the Bank is governed by the Act, the Banking Regulation Act, 1949 (“BR Act”) and
Regulation 17 of the SEBI Listing Regulations and is in conformity with the same. As on 31^st March, 2026, the composition of the
Board of Directors of your Bank was, as under:

The size of the Board is commensurate with the size and business of your Bank. The Board meets the criteria prescribed under
Section 10(A)(2) of the BR Act and the circulars issued by the RBI, from time to time. The Board demonstrates an appropriate blend of
professionalism, knowledge, experience and skills required in the banking industry and also meets the criteria prescribed under the Policy on
Board Diversity adopted by the Board.

All the Directors of your Bank have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that
they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Act.

CHANGES IN COMPOSITION OF THE BOARD

Mr. Paritosh Kashyap (DIN: 07656300) was appointed as a Whole-time Director, designated as Whole-time Director (Executive Director)
of the Bank, for a period of three years, with effect from 1^st September, 2025, upon receipt of approval of the RBI. The said appointment
was approved by the Board of Directors of your Bank at their meeting held on 31^st May, 2025 and by the members of the Bank at the
Annual General Meeting ("AGM") held on 2^nd August, 2025. Mr. Kashyap was also appointed as a Key Managerial Personnel (“KMP”) of the Bank,
with effect from 1^st September, 2025.

Mr. C S Rajan (DIN: 00126063) was re-appointed as the Non-Executive Independent Part-time Chairman, for a further period from
1^st January, 2026 to 21^st October, 2027, in accordance with the approvals of the Board of Directors and the RBI.

Mr. Ramesh Iyer (DIN: 00220759) was appointed as and an Independent Director of the Bank for an initial term of four years, with effect from
17^th February, 2026. The said appointment was approved by the members of the Bank by way of Postal Ballot on 24^th April, 2026.

Mr. Anup Kumar Saha (DIN: 07640220) was appointed as a Whole-time Director, designated as Whole-time Director (Executive Director) of the
Bank, for a period of three years, with effect from 6th March, 2026, upon receipt of the approval of the RBI. The Board of Directors of your Bank at
their meeting held on 12^th January, 2026, approved the aforesaid appointment and the members of the Bank granted their consent for the same
by way of Postal Ballot on 4^th March, 2026. Mr. Saha was also appointed as a KMP of the Bank, with effect from 6th March, 2026.

Ms. Shanti Ekambaram retired from the services of your Bank on completion of her term as the Deputy Managing Director and a KMP on
31^st October, 2025. The Board places on record its appreciation for the contribution made by Ms. Ekambaram during her tenure with the Bank.

Dr. Ashok Gulati, Independent Director, retired from the Board of your Bank, upon completion of his term as an Independent Director, on
5^th March, 2026. The Board places on record its appreciation for the contribution made by Dr. Gulati during his tenure with the Bank.

Mr. Ashok Vaswani, Managing Director & CEO has decided not to seek re-appointment upon completion of his current term on 31^st December, 2026.
The Board has respected his decision and has initiated the process for the appointment of a new Managing Director & CEO.

DIRECTORS RETIRING BY ROTATION

At the meeting of the Board of Directors of the Bank held on 27th June, 2026, the Board approved the proposal for re-appointment of
Mr. Amit Desai and Mr. Jaideep Hansraj as Directors of your Bank, liable to retire by rotation at the ensuing AGM, in terms of
Section 152 of the Act and recommended the same to the members for their approval.

The details of the Directors are included in the Notice convening the Forty-First AGM of your 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 the Act, along with the Rules framed thereunder and the
SEBI Listing Regulations and are independent of the management. All the Independent Directors of the Bank have complied with the provisions
of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the
Indian Institute of Corporate Affairs for the Independent Directors’ Database. There has been no change in the circumstances affecting their
status as Independent Directors of your 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 your Bank.

DIRECTOR E-KYC

Pursuant to the requirement prescribed under the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Directors of your
Bank have complied with the KYC registration for FY 2025-26.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

Your Bank has a Directors and Officers Liability Insurance Policy which protects the Directors and Officers of your Bank for any claims arising
from any breach of fiduciary duty.

BOARD EVALUATION¹

The Board conducted the performance evaluation of the individual Directors, Board Committees and Board as a whole for
FY 2025-26, in accordance with the provisions of the Act and the SEBI Listing Regulations, including the SEBI Master Circular for compliance with
the provisions of the SEBI Listing Regulations by listed entities dated 30^th January, 2026.

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

(i) Board: Competencies, composition and structure, board dynamics, board functioning, process and procedures, oversight of committee
composition and functioning, ethics and compliance.

(ii) Committees: Composition and quality, process and procedure, terms of reference and certain committee specific questions.

(iii) Chairman: Key focus areas covering understanding of the role, team work attributes, utilisation of domain expertise, effective
communication, etc. and other parameters.

(iv) Individual Directors: Function and duties, professional and ethical conduct, management relations, understanding of role, commitment,
effective contribution, independent view to decision making, utilisation of domain expertise, etc.

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

The Independent Directors too, reviewed the performance of Non-Independent Directors, the Board and the Chairman of the Bank, taking into
account the views of the Executive and other Non-Executive Directors.

The Bank had engaged an independent professional services firm for issuing a report on the performance evaluation
(“Board Evaluation Report”), based on the responses received from the Directors. The Board Evaluation Report was placed before the
Independent Directors and the Board at their respective meetings held on 27th June, 2026 and the performance evaluation, for FY 2025-26, was
carried out by them, in accordance with the provisions of law, as applicable.

The Directors noted that the results of the performance evaluation indicated a high degree of satisfaction among the Directors. The Board
deliberated on the findings of the Board Evaluation Report and based on the recommendations emerging therefrom, agreed to further
strengthen Board education through a more structured and continuous learning programme. The objective of this initiative is to further
enhance the effectiveness of the Board by ensuring that Directors continue to build their knowledge and remain abreast of evolving banking,
regulatory, governance and business developments. This would be monitored and reported to the Board periodically.

Further, your Bank has taken necessary steps to comply with the suggestions which had arisen from the Board performance evaluation
for FY 2024-25.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
following officials of the Bank are the KMPs, as on the date of this report:

• Mr. Ashok Vaswani, Managing Director & CEO

• Mr. Jaideep Hansraj, Whole-time Director (Executive Director)

• Mr. Paritosh Kashyap, Whole-time Director (Executive Director)

• Mr. Anup Kumar Saha, Whole-time Director (Executive Director)

• Mr. Devang Gheewalla, Group Chief Financial Officer

• Ms. Avan Doomasia, Company Secretary

Mr. Paritosh Kashyap and Mr. Anup Kumar Saha were appointed as Whole-time Directors, both designated as Whole-time Director
(Executive Director) and KMPs of the Bank, for a period of three years, with effect from 1^st September, 2025 and 6^th March, 2026, respectively,
upon receipt of all the regulatory and statutory approvals.

Ms. Shanti Ekambaram ceased to be the Whole-time Director, designated as Deputy Managing Director and KMP of the Bank, on the completion
of her term on 31^st October, 2025.

MEETINGS OF THE BOARD AND COMMITTEES

During FY 2025-26, thirteen meetings of the Board of Directors were held. The details of Board and Committee meetings held during the year,
attendance of Directors at the Board and Committee meetings and constitution of various Committees of the Board are included separately in
the Corporate Governance Report, annexed to this Report.

COMPLIANCE

Your Bank has a well-established and comprehensive Compliance framework to identify, monitor and manage compliance risk. The framework,
policies and structure adhere to regulatory directions issued by the RBI and other applicable regulators. All key subsidiaries have independent
Compliance functions. The Bank’s Group Chief Compliance Officer and the Compliance Officers of the Kotak Group entities interact periodically
to ensure that regulatory instructions are interpreted and implemented in letter and spirit.

The Board is kept informed of compliance matters through periodic reporting. The Senior Management directly monitors compliance, ensuring
that the tone from the top reinforces your Bank's commitment to regulatory adherence.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
PERSONNEL

The appointment and remuneration of Directors of your Bank is governed by the provisions of the BR Act, Act and

SEBI Listing Regulations. The NRC has formulated the criteria for appointment of Directors and Senior Management Personnel, including KMPs.
Based on the criteria set, the NRC recommends to the Board, the appointment of Directors and Senior Management Personnel, including KMPs.

Your Bank adheres to the process and methodology prescribed by the RBI in respect of the ‘Fit & Proper’ criteria, as applicable,
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 those of the members of the NRC, are placed before the NRC and the

declarations/undertakings given by the members of the NRC are placed before the Board, for its review and noting.

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

The details of the remuneration paid to the Non-Executive Independent Part-time Chairman, Independent, Non-Executive Non-Independent Directors
and Executive Directors of the Bank, for the year ended 31^st March, 2026, are provided in the Report on Corporate Governance annexed
to this Report.

Compensation Policy for Non-Executive Directors:

The Board of Directors of your Bank have formulated and adopted a comprehensive 'Compensation Policy for Non-Executive Directors' (“NEDs”).

The above mentioned policy is available on the Bank’s website viz., URL:https://www.kotak.bank.in/content/kotakcl/en/investor-relations/
governance/policies.html

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

(i) Compensation structure is divided into:

• Sitting fees

• 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. The NEDs are also entitled
for reimbursement of expenses incurred by them for participation in Board/Committee meetings and other expenses for official purposes.

(iii) Overall cap on compensation in the form of fixed remuneration, for each NED (excluding the Part-time Non-Executive Independent Chairman),
of H30 lakh per annum or such other amount as may be prescribed by the RBI, from time to time, commensurate with an individual
director’s responsibilities and demands on time and which, is considered sufficient to attract qualified competent individuals.

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

(v) The Part-time Non-Executive Independent Chairman is entitled to a fixed remuneration, as may be approved by the Board, members and
RBI, from time to time. This is in addition to the sitting fees for attending the meetings of the Board/Committees. The Bank may provide
car with a driver for the use of the Part-time Non-Executive Independent Chairman of the Bank and all expenses incurred on such car will
be on actuals and borne by the Bank.

Compensation Policy (for Employees, including Executive Directors and KMPs):

The remuneration paid to the employees is in line with the Compensation Policy of the Bank, which is based on the RBI Guidelines. The above mentioned
policy is available on the Bank’s website viz., URL:https://www.kotak.bank.in/content/kotakcl/en/investor-relations/governance/policies.html

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

Objectives:

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

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

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

• To ensure that the compensation practices are within the regulatory framework stipulated from time to time by the RBI
Compensation structure will comprise Total Remuneration consisting of:

(i) Fixed Pay, which includes Perquisite Pay/Benefits

(ii) Variable Pay, which includes Performance Bonus/Incentive, Long Term Incentive Pay in the form of cash bonuses, all share-linked instruments
such as Employee Stock Options (ESOPs), Stock Appreciation Rights (SARs) and Performance Linked Restricted Stock Units (PRSUs).

(iii) Other Payments, which include Joining/Sign-on Bonus, Severance package, Deferred Incentive Plans, etc.

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

(i) Category I- Managing Director & CEO ("MD & CEO") and Whole-time Directors (“WTDs”)

(ii) Category II-Material Risk Takers (“MRTs”) include Senior Managers and members of the management at Grades M10 and above, who are
neither Category I (MD & CEO and WTDs) nor Category III (Risk, Control and Compliance Staff) and satisfy one or more of the following
qualitative criteria and quantitative criteria, as mentioned below:

a) Qualitative Criteria: Employees in roles influencing and/or participation in committees where one materially impacts decisions that
carry any one or more of the risk exposures for the Bank such as Credit risk, Liquidity risk, Market risk, Business risk, Reputation risk,
Operational risk, Legal risk and Cyber risk; and

b) Quantitative Criteria: Fixed Cost To Company (“FCTC”) is H1.75 crore p.a. and above.

(iii) Category III-Risk control and compliance employees, comprising staff in Senior Managers and members of the management at Grades M10
and above in the following functions:

• Risk & Policy

• Financial Control

• Compliance

• Internal Audit

• Vigilance

• Legal

• Secretarial

• Human Resources

• Corporate Social Responsibility

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

The limits on the ratio of total Variable Pay (including Cash or Non-Cash Pay) to Fixed Pay and the limits on the ratio of Cash v/s Non-Cash within
Variable Pay, is outlined for each category of employee classification.

Malus and Clawback clauses are applicable as per the Compensation Policy.

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

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 the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). Your Bank has formulated an
Internal Committee in four regions for reporting any untoward instance of sexual harassment. Any complaint pertaining to sexual harassment
is diligently reviewed and investigated and treated with great sensitivity. The Internal Committee members have been trained in handling and
resolving complaints. Your Bank also has an online e-learning POSH Awareness module, which covers the larger employee base.

Your Bank has in place a policy for Prevention of Sexual Harassment at Workplace as per the provisions of the POSH and Rules framed thereunder.

As of 1^st April, 2025, 14 complaints were pending for disposal. All these complaints were disposed of during FY 2025-26.

The Bank received a total of 48 complaints during FY 2025-26, of which, 37 were disposed of as at 31^st March, 2026. 4 complaints out of
11 complaints, which were pending as at 31^st March, 2026, have been disposed of as on the date of this Report.

As on 31^st March, 2026, 3 cases were pending for a period exceeding 90 days.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Bank has adopted the Kotak Mahindra Bank Limited Insider Trading Code of Conduct for prohibition of insider trading in the securities of
the Bank as well as other listed and proposed to be listed companies and a Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information.

Your Bank has also formulated and adopted the Policy for Determination of Materiality of Events or Information of the Bank, in
terms of Regulation 30 of the SEBI Listing Regulations. The Policy for Determination of Materiality of Events/Information and
the Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information of the Bank, are available on the Bank’s website
viz., URL:https://www.kotak.bank.in/en/investor-relations/governance/policies.html

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 maintaining and providing 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 or its customer that may constitute instances of corporate fraud, unethical business conduct, 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 orfabri cation ofdocuments, impropriety, abuse orwrongdoing, misuse ofoffice/position, theft/embezzlement, misappropriation
of asset, bribery/corruption, collusion with vendor/customers, deliberate breaches and non-compliance with the Bank’s policies, processes,
data leakage, questionable accounting/audit matters/financial malpractice, ethics violation, conflict of interest, dual employment
and unauthorised disclosure of confidential information. The concerns can be reported online on the following website
viz., URL:https://www.speakup.co.in/ which is managed by an independent third party. Safeguards to avoid discrimination, retaliation or
harassment and confidentiality have been incorporated in the said Whistle Blower Policy. The Bank also considers Whistle Blower concerns
reported anonymously. During FY 2025-26, Whistle Blower concerns (other than behavioural issues) that were substantiated are 54. Appropriate
disciplinary actions, wherever employees were involved, have been completed or are under process.

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

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

The Whistle Blower Policy is available on the Bank’s intranet as well as website viz., URL:https://www.kotak.bank.in/en/investor-relations/
governance/policies.html

SHARE-BASED EMPLOYEE BENEFITS

The Employee Stock Options (“ESOPs”), Stock Appreciation Rights (“SARs”) and Performance Linked Restricted Stock Units (“PRSUs”) granted
to the employees of the Bank and its subsidiaries, currently operate under the following schemes:

(i) Kotak Mahindra Equity Option Scheme 2023 (ESOP Scheme 2023);

(ii) Kotak Mahindra Equity Option Scheme 2015 (ESOP Scheme 2015);

(iii) Kotak Mahindra Stock Appreciation Rights Scheme 2023 (SARs Scheme 2023);

(iv) Kotak Mahindra Stock Appreciation Rights Scheme 2015 (SARs Scheme 2015); and

(v) Kotak Mahindra Performance Linked Restricted Stock Unit Scheme 2025 (PRSU Scheme 2025).

The objective of the aforesaid schemes is to enable the Bank and its subsidiaries to attract and retain talent and align employee interests with
the long-term interests of your Bank and its shareholders.

The appreciation of rights under SARs Scheme 2023 and SARs Scheme 2015 are settled in cash.

The necessary schemes are available on the website of the Bank at viz., URL:https://www.kotak.bank.in/en/investor-relations/
governance/policies.html and are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
("SEBI (SBEB & SE) Regulations, 2021"), as amended from time to time and as applicable. During the year under review, no changes were made to
the above mentioned schemes.

The relevant details of the afore mentioned schemes, as required under the SEBI (SBEB & SE) Regulations, 2021, are available on the Bank’s website
viz., URL:https://www.kotak.bank.in/en/investor-relations/financial-results/annual-reports.html These details, along with the certificate(s) from
the Secretarial Auditor, as required under the SEBI (SBEB & SE) Regulations, 2021, stating that the schemes have been implemented in accordance
with the SEBI (SBEB & SE) Regulations, 2021, as applicable, in accordance with the relevant resolution(s) passed by the members, would be
available for inspection by the members during the AGM and would also be available on the Bank's website mentioned above. The disclosure
pursuant to Article 15 of the PRSU Scheme 2025, is annexed to this Report.

HUMAN RESOURCES

During the year, your Bank continued its transformation journey, supported by a large and increasingly young and agile workforce alongside
a growing digitally-enabled talent base aligned to the Bank's digital priorities. Guided by the five pillars of talent engagement, your Bank
progressed its people agenda across the following areas:

(i) Best of Kotak for Kotakites

Your Bank continued to strengthen its employee value proposition through differentiated benefits on preferential terms, reinforcing
employee well-being and long-term engagement.

(ii) Colleague Development

Your Bank continued to build workforce capability through targeted investments in talent development, leadership pipeline
strengthening and internal mobility, ensuring a strong and sustainable leadership bench to support long-term growth. Initiatives
such as the Kotak Young Leaders Council (“KYLC”) continued to empower high-potential talent through cross-functional exposure and
strategic learning.

In parallel, your Bank embedded AI and digital capabilities across the workforce, enhancing productivity, improving service turnaround
times and strengthening execution efficiency across the organisation. Upskilling remained a core focus, supported by continuous
investments in digital learning and enterprise-wide adoption of advanced technologies.

(iii) Building a Culture of Appreciation

Your Bank continued to foster a culture of recognition and engagement through structured platforms celebrating employee contributions.

(iv) Transparent Communication

Your Bank maintained a strong focus on open and transparent communication, supported by regular leadership engagement and
structured feedback mechanisms, reinforcing a responsive and inclusive organisational culture.

(v) Enhanced Colleague Value Proposition

Your Bank continued to strengthen employee experience through focused interventions in inclusion, well-being and career support.
Initiatives such as the ‘BELONG’ framework and Women Impact Network (WIN) further advanced the diversity and inclusion agenda,
fostering an inclusive, high-performance culture that supports retention and long-term organisational resilience.

Your Bank remains focused on building a resilient, future-ready organisation by strengthening capability, leadership depth and
employee experience.

For further details, please refer to the Management Discussion and Analysis Report, annexed to this Report.

EMPLOYEES

As on 31^st March, 2026, the full-time employee strength of the Kotak Group was over 112,000 and the Bank, at the standalone level, had over
74,000 employees.

The information required pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is given as an Annexure to this Report. In terms of
Section 136(1) of the Act, the Annual Report and the financial statements are being sent to the members, excluding the statement containing
particulars of employees. The said Annexure is available for inspection and any member interested in obtaining a copy of the Annexure, may
send an email to the Company Secretary atKotakBank.Secretarial@kotak.com

MATERNITY BENEFITS

Your Bank complies with the provisions of the Maternity Benefit Act, 1961 and provides maternity benefits to eligible women employees.
Adequate facilities and support are provided in line with the statutory requirements.

SUSTAINABILITYENVIRONMENT, SOCIAL AND GOVERNANCE OVERVIEW

Your Bank is committed to consistently work towards enhancing its Environment, Social and Governance (“ESG”) performance. Your Bank
has a comprehensive ESG Policy framework that outlines key focus areas and offers guidance on practices related to corporate governance,
environmental initiatives, employee engagement, policy updates and other ESG initiatives. Your Bank’s performance on ESG parameters is
reported to the Corporate Social Responsibility and Environmental, Social and Governance Committee (“CSR & ESG Committee”) and the
Board, periodically.

The Kotak Group’s ESG strategy is anchored in the conviction that sustainable financial performance and positive societal impact are mutually
reinforcing. Your Bank has identified its material topics through a Materiality Assessment. Material topics are reported across six capitals,
namely, Financial, Manufactured, Intellectual, Human, Social & Relationship and Natural, in the 'Materiality Assessment' section of this
Annual Report.

For more details on ESG, please refer to the ESG disclosures forming part of the Integrated Annual Report of your Bank.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Bank has been publishing the Business Responsibility and Sustainability Reporting (“BRSR”) since FY 2021-22. Your Bank undertook
limited assurance in FY 2022-23 for BRSR parameters on a voluntary basis, striving to lead sustainability disclosure by being an early adopter.
Your Bank has also been undertaking reasonable assurance for BRSR core parameters since FY 2023-24 and continues with this practice.

The Bank’s environmental performance covers energy and water consumption, GHG emissions (Scope 1, 2 and 3), waste management,
environmental impact reduction initiatives, and the management of climate-related risks.

The disclosure on social performance covers workforce diversity (gender and employees with disabilities), employee turnover rates, median
salaries, occupational health and safety standards, training, inclusive development through procurement from Micro, Small and Medium
Enterprises (MSMEs) and job creation in smaller towns, community development efforts and a customer-centric approach.

For details of environmental and social performance, please refer to the BRSR report, which is a part of the Integrated Annual Report of the Bank.

Governance-related performance covers ethics, transparency and accountability, while also valuing the interests of all stakeholders and
being responsive to them. It involves upholding and promoting human rights, responsibly influencing public and regulatory policies in a
transparent way and engaging with consumers to provide value in a responsible manner.

For more details on the governance aspect, please refer to the Report on Corporate Governance, annexed to this Report.

BRSR, including the BRSR Core parameters for FY 2025-26, is part of the Integrated Annual Report of the Bank and is also available on the
Bank’s website viz., URL:https://www.kotak.bank.in/en/investor-relations/financial-results/annual-reports.html

CORPORATE SOCIAL RESPONSIBILITY

Your Bank's Corporate Social Responsibility (“CSR”) Policy outlines its vision, mission, governance and focus areas to fulfil its inclusive
agenda. The CSR Policy also highlights your Bank’s intent to create lasting value for communities in need, by addressing pressing development
challenges and reflects your Bank’s commitment to contribute towards United Nations’ Sustainable Development Goals (SDGs).

The CSR Policy is available on the Bank’s website viz., URL:https://www.kotak.bank.in/en/investor-relations/sustainability/csr.html

Your Bank’s CSR Projects are compliant with the CSR mandate as specified under Section 135 read with Schedule VII of the Act, along with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”), as amended from time to time and in line with notifications
issued by the Ministry of Corporate Affairs (“MCA”), from time to time.

The CSR expenditure requirement of your Bank for FY 2025-26, as per Section 135 of the Act was H328.99 crore.

During FY 2025-26, your Bank incurred CSR expenditure of H277.43 crore on CSR Projects, H5.16 crore towards Administrative Overheads and
H1.58 crore on Impact Assessment for eligible projects. Further, an amount of H45.03 crore, representing unutilised expenditure for ongoing
CSR Projects, to the ‘Kotak Mahindra Bank Limited Unspent CSR Account FY 2025-26’, was transferred on 27^th April, 2026.

Accordingly, the total CSR expenditure for FY 2025-26, comprising CSR Project spend, Impact Assessment costs, Administrative Overheads
and the amount transferred to the Unspent CSR Account, aggregated H329.20 crore. The excess CSR expenditure of H0.21 crore incurred
during the year will be carried forward along with previous year’s excess CSR expenditure for set-off against CSR obligations in subsequent
financial years.

Your Bank maintained Unspent CSR Accounts of FY 2022-23, FY 2023-24 and FY 2024-25 towards ongoing projects. Of this, the obligation for
FY 2022-23 and FY 2024-25 have been completed and the Unspent amounts have been fully utilised. Your Bank remains committed to utilising
the funds in the Unspent CSR accounts of FY 2023-24 and FY 2025-26 towards completion of Board-approved ongoing projects within the
timelines specified under the CSR Rules.

A detailed outline of your Bank's CSR Policy, the composition and functioning of the CSR & ESG Committee and the CSR Project spends
during FY 2025-26 are provided in the Annual Report on CSR activities, annexed to this Report, as well as in the BRSR section of the
Integrated Annual Report for FY 2025-26.

KOTAK GROUP STRUCTURE - SUBSIDIARY AND ASSOCIATE COMPANIES
SUBSIDIARY COMPANIES

The details of the subsidiary companies of your Bank, as at 31^st March, 2026 are, as under:

The various activities of the subsidiaries, their performance and financial position are outlined in detail in the Management Discussion and
Analysis Report, annexed to this Report.

Further, pursuant to the provisions of Section 136(1) of the Act, the Annual Report of your Bank, containing the standalone and consolidated financial
statements and all other relevant documents required to be annexed thereto and the separate audited financial statements in respect of each of the
subsidiaries, are available on the Bank’s website viz., URL:https://www.kotak.bank.in/en/investor-relations/financial-results/annual-reports.html
Pursuant to the provisions of Section 129(3) of the Act, the Statement containing the salient features of the Financial Statements of the said subsidiaries
and associate companies of the Bank, in Form AOC-1, forms part of the Integrated Annual Report.

The financial statements of the subsidiaries (other than Kotak Karma Foundation, a Section 8 company, whose accounts are excluded
from consolidation in accordance with the requirements of AS 21 on 'Consolidated Financial Statements') used for consolidation of the
Bank’s consolidated financial statements are special purpose financial statements prepared in accordance with GAAP specified under
Section 133 of the Act read with relevant notifications.

MATERIAL SUBSIDIARY

Kotak Mahindra Life Insurance Company Limited is a material subsidiary of the Bank in accordance with the Bank's Policy
for determining material subsidiaries, as per SEBI Listing Regulations. The said policy is available on the Bank's website
viz., URL:https://www.kotak.bank.in/content/kotakcl/en/investor-relations/governance/policies.html

ASSOCIATE COMPANIES

As at 31^st March, 2026, your Bank had the following associate companies:

• Phoenix ARC Limited (Formerly known as Phoenix ARC Private Limited)

• Zurich Kotak General Insurance Company (India) Limited (Formerly known as Kotak Mahindra General Insurance Company Limited)
STATUTORY DISCLOSURES

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.

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 31^st March, 2026, followed the applicable accounting
standards and guidance provided by the Institute of Chartered Accountants of India ("ICAI"), 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 31^st March, 2026 and of the profit of your Bank for the
financial year ended 31^st March, 2026;

(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 for FY 2025-26 is available on the Bank’s website viz., URL:https://www.kotak.bank.
in/en/investor-relations/financial-results/annual-reports.html

SECRETARIAL STANDARDS

For FY 2025-26, your Bank is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
and approved by the Central Government under Section 118(10) of the Act.

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 M/s Parikh & Associates, Practising Company Secretary, a peer reviewed proprietorship firm
(Firm Registration No. P1988MH009800), to act as the Secretarial Auditor of the Bank from FY 2025-26 up to FY 2029-30. The said appointment
was approved by the members of the Bank at the Fortieth AGM held on 2^nd August, 2025. The Secretarial Audit Report, in the prescribed
Form MR-3, for FY 2025-26, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, is annexed to this Report.
The Secretarial Audit Report of your Bank does not contain any qualification, reservation, adverse remark or disclaimer.

KLI, your Bank’s material unlisted subsidiary, has completed its secretarial audit and there are no qualifications, reservations, adverse remarks
or disclaimers made in the Secretarial Audit Report of KLI for FY 2025-26. The Secretarial Audit Report of KLI is also annexed to this Report.

In terms of the provisions of the SEBI Listing Regulations, your Bank has submitted the Annual Secretarial Compliance Report for FY 2025-26 to the
Stock Exchanges within the prescribed time and the same is available on the websites of BSE (www.bseindia.com). NSE (www.nseindia.com) and on the
Bank’s website viz., URL: https://www.kotak.bank.in/content/kotakcl/en/investor-relations/governance/sebi-listing-disclosures.html

STATUTORY AUDITORS

Based on the recommendation of the Audit Committee and the Board, the members of the Bank had, at the Fortieth AGM held on 2^nd August, 2025,
approved the appointment of M M NISSIM & CO LLP, Chartered Accountants (Firm Registration No: 107122W/W100672), as one of the
Joint Statutory Auditors of the Bank, to hold office from the conclusion of the Fortieth AGM until the conclusion of the Forty-Third AGM of the Bank.

Pursuant to the Bank’s Policy on appointment of Statutory Auditors (“Policy”) and the Circular No. DoS.CO.ARG/SEC.01/08.91.001/2021-22
dated 27^th April, 2021 issued by the RBI (“RBI Circular”/“Guidelines”), prescribing the guidelines for appointment of Statutory Auditors (SAs)
and in accordance with the requirements of Section 139 of the Act read with Rules made thereunder, M/s. Deloitte Haskins & Sells,
Chartered Accountants (Firm Registration No: 117365W) (“Deloitte”) and M M NISSIM & CO LLP, Chartered Accountants
(Firm Registration No: 107122W/W100672) ("NISSIM"), are the Joint Statutory Auditors of the Bank.

The term of KKC & Associates LLP, as one of the Bank’s Joint Statutory Auditors, expired at the conclusion of the Fortieth AGM of the Bank.

As per the applicable provisions of law, the Bank is in receipt of the approval from RBI for continuation of the appointment of the Joint Statutory
Auditors, for FY 2026-27.

At the Fortieth AGM of the Bank, the members had approved an overall audit remuneration/fee not exceeding H50,000,000/- (Rupees Five crore only),
to the Joint Statutory Auditors of the Bank for the time being in office for the audit/review of financials, as the case may be, in respect of FY 2025-26,
in addition to any out of pocket expenses, outlays and taxes, as applicable.

Further, based on the recommendation of the Audit Committee, the Board approved an overall annual remuneration/fee of an amount not
exceeding H52,500,000 (Rupees Five crore Twenty Five lakh only) in addition to any out of pocket expenses, outlays and taxes, as applicable,
to the Joint Statutory Auditors for the time being in office, for the audit/review of financials, as the case may be, in respect of FY 2026-27, to be
mutually agreed between the Bank and both the Joint Statutory Auditors, depending on the scope of work undertaken by each of them, subject
to the approval of the members of the Bank.

The approval of members of the Bank is, accordingly, being sought pursuant to the provisions of Section 142 and other applicable provisions,
if any, of the Act and the relevant Rules thereunder and pursuant to Section 30 of the BR Act and RBI Circular for fixing the remuneration of the
Joint Statutory Auditors for FY 2026-27, at the ensuing Forty-First AGM.

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

There are no qualifications, reservations or adverse remarks or disclaimers on the Bank's Financial Statements and its Internal Control over
Financial Reporting made by Deloitte and NISSIM in the Statutory Auditors’ Report for FY 2025-26.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Board of Directors confirm that your Bank has laid down a set of standards, processes and structures which enable 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 and deleted each year for changes in processes, organisational changes and product changes.

Testing of all controls is done 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 noted for inefficiency or inadequacy of such controls.

IMPLEMENTATION OF IND AS

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

The Bank has adequately prepared for the implementation of Ind AS, as and when these become applicable to banks. Further, there may be
clarifications for application, which the Bank will suitably incorporate in its implementation.

The RBI had, on 27^th April, 2026, issued final guidelines for asset classification, provisioning and income recognition. These guidelines which
are effective from 1^st April, 2027, replace the extant framework based on incurred loss with an Expected Credit Loss (“ECL”) approach, subject
to a prudential floor, while retaining the existing asset classification norms. Under the new rules, credit losses are now recognised from initial
recognition of a financial asset, without waiting for a credit event to occur. The objective is to ensure that provisions better reflect the underlying
credit risk over the life of an exposure, rather than reacting only after deterioration has occurred.

The estimation of expected future credit losses may incorporate historical experience, current conditions and forward looking information.
Successful adoption of ECL requires enhancements to systems, processes, data and sound governance.

The Bank has formed a Steering Committee for Ind AS implementation. The Steering Committee headed by a WTD comprises representatives
from Finance, Risk and Technology. The Bank prepares Proforma Ind AS Financial Statements on a half yearly basis and submits them to the RBI.

RELATED PARTY TRANSACTIONS

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

The Bank has a Board approved ‘Policy on dealing with Related Party Transactions’. The same is available on the Bank’s website
viz., URL:https://www.kotak.bank.in/en/investor-relations/governance/policies.html

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. Omnibus approval of the
Audit Committee is obtained for the related party transactions, which are repetitive in nature. Further, during the year under review, the Bank
had engaged the services of an external professional firm for verification of the related party transactions, their disclosures and for validation
of the process followed by the Bank.

Members may refer to Note 7 of Schedule 18B-Notes to Accounts of the Standalone Financial Statement (Other Disclosures) and
Note 22 of Schedule 17-Notes to Accounts of the Consolidated Financial Statement of your Bank, which set out related party disclosures
pursuant to AS-18.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As the loans made, guarantees given and securities provided by the Bank are in the ordinary course of its business, the Bank is exempt from
making the disclosure under Section 134(3)(g) of the Act.

The particulars of investments made by the Bank are disclosed in Schedule 8 of the Financial Statements.

RISK MANAGEMENT POLICY

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Your Bank has undertaken various initiatives for the conservation of energy. Details are available in the BRSR section of the Integrated Annual
Report for FY 2025-26 and is also available on the Bank’s website viz., URL:https://www.kotak.bank.in/en/investor-relations/financial-results.html

The Bank has used information technology extensively in its operations, as detailed in this Report and Management Discussion and Analysis
Report, annexed to this Report.

Foreign Exchange earnings and outgo are part of the normal banking business of your Bank.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, other than the suspected fraud and purported embezzlement in relation to Municipal Corporation, Panchkula’s
funds maintained with the Bank, which was reported to the Central Government, there were no instances of fraud reported by the
Statutory Auditors to the Audit Committee or the Board of Directors of the Bank under Section 143(12) of the Act.

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, Court or Tribunal against your Bank,
which could impact the going concern status or its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE BANK

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

DESPATCH OF ANNUAL REPORT

Pursuant to the General Circular No. 3/2025 dated 22^nd September, 2025 read together with General Circular
No. 14/2020 dated 8^th April, 2020, General Circular No. 17/2020 dated 13^th April, 2020 and General Circular No. 20/2020 dated 5^th May, 2020
(“MCA Circulars”), the Integrated Annual Report for FY 2025-26 will be sent by e-mail to those members who have registered
their e-mail address with the Bank/its Registrar and Share Transfer Agent/respective Depository Participants, as the case
may be. A letter providing the QR Code and the web-link, giving the exact path where complete details of the Integrated
Annual Report 2025-26 is available, will be sent to those members, who have not registered their e-mail address. Members
who wish to have a physical copy of the Integrated Annual Report for FY 2025-26, may write to the Company Secretary
of the Bank atKotakBank.Secretarial@kotak.comor submit a written request to the Registered Office of the Bank.
The Integrated Annual Report of your Bank and the Annual Reports of your Bank’s subsidiaries, are available on the Bank’s website
viz., URL: https://www.kotak.bank.in/en/investor-relations/financial-results/annual-reports.html

ANNEXURES

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

(i) Annual Report on Corporate Social Responsibility activities of the Bank for the financial year ended 31^st March, 2026.

(ii) Disclosures pursuant to:

(a) Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(b) Article 15 of the PRSU Scheme 2025.

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

(iv) Secretarial Audit Report of Kotak Mahindra Life Insurance Company Limited, a material subsidiary of the Bank, pursuant to
Regulation 24A of the SEBI Listing Regulations.

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

(vi) Report on Corporate Governance pursuant to Schedule V Part C of the SEBI Listing Regulations along with Certificate from the
Secretarial Auditor regarding compliance of conditions of Corporate Governance as stipulated in Schedule V Part E of the
SEBI Listing Regulations.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

C S Rajan

Chairman

Date: 27^th June, 2026
Place: Mumbai

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