Kotak Mahindra Bank Limited Non-discretionary Portfolio Management Advisory Services Disclosure Document June 2012

KEY INFORMATION AND DISCLOSURE DOCUMENT FOR PORTFOLIO MANAGEMENT SERVICES BY KOTAK MAHINDRA BANK LIMITED l l l l l l This Disclosure Document has been filed with the Securities and Exchange Board of India along with the certificate in the prescribed format in terms of Regulation 14 of the SEBI (Portfolio Managers) Regulations 1993. The purpose of the Document is to provide essential information about the portfolio services in a manner to assist and enable the investors in making informed decisions for engaging a Portfolio Manager. The necessary information about the Portfolio Manager required by an investor before investing is disclosed in the Disclosure document. Investors should carefully read the entire document before making a decision and should retain it for future reference. Investors may also like to seek further clarifications after the date of this document from the service provider. The Principal Officer designated by the Portfolio Manager is: Mr. Jaideep Hansraj Executive Vice President Tel no: +91 22 67206981 Email address: jaideep.hansraj@kotak.com Dated: 15th June 2012

Contents

DISCLAIMER ......................................................................................................................................... DEFINITIONS ......................................................................................................................................... HISTORY, PRESENT BUSINESS AND BACKGROUND OF THE PORTFOLIO MANAGER ............................... PROMOTERS AND DIRECTORS OF THE PORTFOLIO MANAGER AND THEIR BACKGROUND IN BRIEF ...... ENTITIES IN THE GROUP ........................................................................................................................ PENALTIES, PENDING LITIGATIONS OR PROCEEDINGS ETC .................................................................... DETAILS OF SERVICES OFFERED BY THE PORTFOLIO MANAGER ............................................................ PORTFOLIO STRATEGY SPECIFIC DETAILS .............................................................................................. RISK FACTORS ...................................................................................................................................... CATEGORIES OF CLIENTS SERVICED ...................................................................................................... DISCLOSURES IN RESPECT OF TRANSACTIONS WITH RELATED PARTIES PERTAINING TO PORTFOLIO MANAGEMENT SERVICES .............................................................................................................................................. PORTFOLIO MANAGEMENT PERFORMANCE OF THE PORTFOLIO MANAGER......................................... FINANCIAL PERFORMANCE OF THE PORTFOLIO MANAGER .................................................................. NATURE OF COSTS AND EXPENSES FOR CLIENTS .................................................................................. TAXATION IMPLICATIONS FOR CLIENTS................................................................................................. ACCOUNTING POLICY / VALUATIONS ................................................................................................... INVESTOR SERVICES.............................................................................................................................. GENERAL .............................................................................................................................................. Annexure A .......................................................................................................................................... Annexure B ...........................................................................................................................................

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DISCLAIMER
This document has been prepared in accordance with the Securities and Exchange Board of India (Portfolio Managers) Regulations 1993 and filed with the Securities and Exchange Board of India (SEBI). This Document has neither been approved nor disapproved by SEBI nor has SEBI certified the accuracy or adequacy of the contents of this Document.

DEFINITIONS
In this Disclosure Document, unless the context otherwise requires: "Act" means the Securities and Exchange Board of India, Act, 1992 (15 of 1992). Board means the Securities and Exchange Board of India. Client or investor means any person who registers with the Portfolio Manager for availing the services of portfolio management. Depository Account or demat account means any account of the Client or for the Client with an entity registered as a depository participant as per the relevant regulations. Financial year means the year starting from 1st April and ending on 31 March the following year. Kotak Mahindra Bank or Kotak Bank means Kotak Mahindra Bank Limited. Non-discretionary Investment / Portfolio Management Advisory Services means Portfolio Management Services under which the Portfolio Manager, for an agreed fee structure, advises the Client to invest in any type of security entirely at the Client's risk. Portfolio means the total holdings of all investments, securities and funds belonging to the Client and advised upon by the Portfolio Manager. Portfolio Manager means Kotak Mahindra Bank Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 36-38A, Nariman Bhavan, 227, Nariman Point, Mumbai 400 021, holding a certificate of registration as a Portfolio Manager issued by Securities and Exchange Board of India under Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993. Principal Officer means a person who has been designated as Principal Officer by the Portfolio Manager as required under the SEBI (Portfolio Managers) Regulations, 1993 and who will be responsible for the activities of Portfolio Manager. "Regulations" means the Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993. Securities include Shares, scripts, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or other body corporate; o derivative; o units or any other instrument issued by any collective investment scheme to the investors in such schemes; o security receipt as defined in clause (zg) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; o units or any other such instrument issued to the investors under any mutual fund scheme; o any certificate or instrument (by whatever name called), issued to an investor by any issuer being a special purpose distinct entity which possesses any debt or receivable, including mortgage debt, assigned to such entity, and acknowledging beneficial interest of such investor in such debt or receivable including mortgage debt, as the case may be; Government securities; o Such other instruments as may be declared by the Central Government to be securities; and Rights or interests in securities; Words and expressions used in this disclosure document and not expressly defined shall be interpreted according to their general meaning and usage. The definitions are not exhaustive. They have been included only for the purpose of clarity and shall in addition be interpreted according to their general meaning and usage and shall also carry meanings assigned to them in regulations governing Portfolio Management Services.
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HISTORY, PRESENT BUSINESS AND BACKGROUND OF THE PORTFOLIO MANAGER

Kotak Mahindra Bank Limited is the listed parent company of Kotak Group with a market capitalization of Rs. 40,394 Crores as on March 31, 2012 . In February 2003, Kotak Mahindra Finance Limited was given the license for banking business by the Reserve Bank of India (RBI). It was the first NBFC company in India to be converted into a bank. Post the conversion, Kotak Mahindra Bank has built a network of 356 branches and 848 ATMs across 211 cities and towns in India (as of March 31, 2012). Kotak Mahindra Bank provides the full suite of banking services to its customers encompassing Retail Banking, Treasury and Corporate Banking. The Bank is built on sound fundamentals displaying the highest standards of corporate governance, adopting a professional and entrepreneurial management style underpinned by conservative risk management. The key operations of the Bank are built around a state of the art, centrally controlled technology platform, providing a customer-centric approach to product offerings. Kotak Mahindra Bank's mission is to build a world-class commercial bank, offering best-in-class products and services and targeted at a wide range of customer segments. Present Business
Retail Consumer Banking Under this business, the Bank has two distinct streams Liabilities & Assets. The key liabilities products offered are Savings Accounts, Current Accounts, Fixed Deposit Accounts, Demat Accounts, NRI accounts and Deposits.

Some of the key services with features offered with these products are: (1) Remittances through account transfer, RBI NEFT, bankers cheques, drafts, RTGS; Collection / Purchase of local and outstation cheques; (2) ATM cum Debit Cards (3) AT PAR and / or Pre-carbonated Cheque book; (4) NRO Cards (Domestic Use only); (5) Netc@rd for secure online shopping; (6) Under Net Banking Services Bill Payment, Visa Money Transfer, MF on Net (view Mutual Fund Holding, Purchase / Redeem Mutual fund holdings online), MF on Call , MF Standing Instructions; (7) Virtual Keypad towards enhancing online security for net banking users; (8) SMS and Mobile Banking; (9) Facility for customers to de-register themselves from Bank product promotion related messages and (10) Online Tax Preparation 11) ASBA facility for applying in the IPOs. (12) Appointed as a Point of Presence for the New Pension Scheme by the Government of India. This facility is made available through the designated branches at present.(13) Retailing of gold bars and gold coins through various branches. The key Asset products offered are Home loans, Unsecured Personal Loans, Construction Equipment Loans, Loans for small businesses (road transport operators, etc), Commercial Vehicle Loans, Credit Cards and Agri Finance.
Corporate Banking The Bank offers corporate clients and institutions a complete range of highly focused banking services and solutions like Working Capital and Transaction Banking Products. Transaction Banking products include Trade Finance, Cash Management, PCM services and Custody services. The Bank also offers Receivable and Payable Management Products to clients under the cash management umbrella and handles dividend / interest warrant payments. Kotak Mahindra Bank has acted as a collecting banker to IPOs of various corporates and handled the collection and refund of IPO proceeds on a large scale.

The Bank's understanding of the specific business needs of the small and medium enterprises has helped it tailor products and services to suit the requirements of this segment. This portfolio includes lending for working capital, term loans, structured products, cash flow-based financing, letters of credit, bank guarantees, export financing, foreign remittances and cash management.
Priority Sector Banking The Bank offers priority sector business loans to SSI / SME, transport operators, professionals, indirect and direct agriculture loans, weaker sections etc., consistently meeting overall priority sector lending targets. Treasury The Bank's Treasury desk offers money market, forex and derivative products. The Money Market and Fixed Income desk is an active player in the Rupee markets and caters to the treasury requirements of clients across the Inter-Bank, Co-operative bank, Corporate, and Trust sectors. It also offers Constituent SGL facility to its clients. Foreign Exchange activities include spot foreign exchange transactions (for value up to two business days), forward foreign exchange transactions (for value greater than two business days); inward / outward remittances and inter-bank market dealings. The derivatives desk caters to the hedging needs of

the clients. Wealth Management The Bank is one of the leading wealth management and investment products distributors in India. The Bank also provides investment advisory services on a non-discretionary basis pursuant to receipt of approval from RBI and PMS license from SEBI. Asset Reconstruction Kotak Mahindra Bank is one of very few banks in India to have an asset reconstruction division that purchases NPAs from banks, financial institutions and non-banking finance companies.

PROMOTERS AND DIRECTORS OF THE PORTFOLIO MANAGER AND THEIR BACKGROUND IN BRIEF
Promoters Mr. Uday Kotak, is the Executive Vice-Chairman and Managing Director of the Bank and its principal founder and promoter. Mr. Uday Kotak, along with his relatives and associates, holds 45.32 % of the equity share capital of Kotak Mahindra Bank Limited as on March 31, 2012. Mr. Kotak has been responsible for starting the business as a start-up venture in a limited range of activities and then building it up into a full financial services group, many of the constituents of which are among the leading players in their respective fields. Directors Dr. Shankar Acharya, Independent Non-Executive Chairman Date Of Appointment: 20.05.2003 Dr. Shankar Acharya, B.A. (Hons.) from Oxford University and Ph.D. (Economics) from Harvard University, aged 66 years, has considerable experience in various fields of economics and finance. He is a Honorary Professor at the Indian Council for Research on International Economic Relations (ICRIER) and a Board Member of ICRIER and the Administrative Staff College of India (ASCI). He was Chief Economic Adviser, Ministry of Finance, Member, Securities and Exchange Board of India (SEBI) and Member, Twelfth Finance Commission. He has held several senior positions in the World Bank, including Director of World Development Report (1979) and Research Adviser. He was re-appointed as the Non-Executive Chairman of the Bank at the Annual General Meeting held on 28th July 2009 for a period of three years with effect from 20th July 2009. He is on the Board of Eros International Media Ltd. and The South Asia Institute for Research and Policy (Private) Limited, Sri Lanka. Mr. Uday Kotak, Executive Vice-Chairman and Managing Director Date Of Appointment: 21.11.1985 Mr. Uday Kotak, aged 53 years, holds a Bachelors degree in Commerce and an MBA from Jamnalal Bajaj Institute of Management Studies, Mumbai. He is the Executive Vice-Chairman and Managing Director of the Bank and its principal founder and promoter. Under Mr. Kotak's leadership, over the past 26 years, Kotak Mahindra group established a prominent presence in every area of financial services from stock broking, investment banking, car finance, life insurance and mutual funds. Mr. Kotak is the recipient of several prestigious awards. He is a member of the Government of India's high level committee on Financing Infrastructure, the Primary Market Advisory Committee of SEBI, Member of the Board of Governors of Indian Council for Research on International Economic Relations, National Institute of Securities Markets and National Council of CII and Chairman of the CII Capital Markets Committee. He is on the Board of the following companies: Kotak Mahindra Asset Management Company Limited Kotak Mahindra Capital Company Limited Kotak Mahindra Old Mutual Life Insurance Limited Mr. C. Jayaram, Joint Managing Director Date Of Appointment: 01.10.99 Mr. C. Jayaram, B. A. (Economics), PGDM-IIM, Kolkata, aged 56 years, is Joint Managing Director of the Bank and is currently in charge of the Wealth Management Business of the Kotak Group. He also oversees the international subsidiaries and the alternate Kotak Mahindra Prime Limited Kotak Forex Brokerage Limited Kotak Securities Limited

asset management business of the group. He has varied experience of over 34 years in many areas of finance and business and was earlier the Managing Director of Kotak Securities Limited. He has been with the Kotak Group for 22 years and has been instrumental in building a number of new businesses at Kotak Group. Prior to joining the Kotak Group, he was with Overseas Sanmar Financial Ltd. He is also on the Board of the following companies: Kotak Investment Advisors Limited Kotak Mahindra Asset Management Company Limited Kotak Mahindra Investments Limited Kotak Mahindra Inc Mr. Dipak Gupta, Joint Managing Director Date Of Appointment : 01.10.1999 Mr. Dipak Gupta, B.E. (Electronics), PGDM-IIM, Ahmedabad, aged 51 years, is the Joint Managing Director of the Bank and has over 26 years of experience in the financial services sector, 20 years of which have been with the Kotak Group. He is responsible for Group HR, administration, infrastructure, operations and IT. He is also responsible for asset reconstruction business of the Bank. Mr. Dipak Gupta was responsible for leading the Kotak Group's initiatives into the banking arena. He was the Executive Director of Kotak Mahindra Prime Limited. Prior to joining the Kotak Group, he was with A. F. Ferguson & Company for approximately six years. He is on the Board of the following companies: Kotak Forex Brokerage Limited Kotak Mahindra Capital Company Limited Kotak Mahindra Investments Limited Kotak Mahindra Prime Limited Kotak Mahindra Old Mutual Life Insurance Limited Kotak Mahindra Prime Limited Kotak Mahindra (UK) Limited Kotak Securities Limited

Mr. Asim Ghosh, Independent Non-Executive Director Date Of Appointment: 09.05.2008 Mr. Asim Ghosh, aged 64 years, is a B.Tech, IIT Delhi and MBA from the Wharton School, University of Pennsylvania. Mr. Ghosh commenced his career in consumer goods marketing with Procter & Gamble in the U.S. and Canada and worked subsequently with Rothmans International as a Senior Vice President of one of Canada's major breweries. He moved to Asia in 1989 as CEO of the Frito Lay (Pepsi Foods) start up in India. Thereafter, he was in executive positions with Hutchison in Hong Kong and India for 16 years. He continued as the CEO of Vodafone Essar Limited till 31st March 2009 and as a Non-Executive Director till 9th February 2010. He is also on the Board of Husky Energy Inc., other Husky Group Companies and some Hutchison Whampoa Group Companies. Dr. Sudipto Mundle, Independent Non-Executive Director Date Of Appointment: 27.10.2009 Dr. Sudipto Mundle, aged 63 years, graduated from St. Stephen College, and has a Ph.D. in Economics from the Delhi School of Economics. He was a Director in the Strategy & Policy Department, Asian Development Bank , and also India Chief Economist at ADB's India Resident Mission. He was appointed as a Director of the Bank with effect from 21st July 2010. He is a Partner Director of The Governance Group, Singapore; an Emeritus Professor & Member, Board of Governors, National Institute of Public Finance and Policy; Member, Board of Governors of Institute of Economic Growth; Member, Monetary Policy Technical Advisory Committee, Reserve Bank of India; Member, National Statistical Commission, Government of India; and President of PREETI Foundation. In his earlier career Dr. Mundle was Economic Advisor in the Ministry of Finance, Govt. of India; and Reserve Bank of India Chair Professor at the National Institute of Public Finance and Policy. He has also served in other academic institutions including the Indian Institute of Management, Ahmedabad and Centre for Development Studies, Trivandrum. He was a Fulbright Scholar at Yale University, USA; and had visiting assignments at Cambridge University, UK; Institute of Social Studies, Netherlands; and Japan Foundation, Japan. Mr. Prakash Apte, Independent Non-Executive Director Date Of Appointment: 18.03.2011 Mr. Prakash Apte, B.E. (Mechanical), aged 58 years, is presently the Chairman of Syngenta India Limited, one of the leading agri

business companies in India. Mr. Apte, in a career spanning over 35 years has considerable experience in various areas of management and business leadership. During more than 15 years of very successful leadership experience in agri business, he has gained varied knowledge in various aspects of Indian Agri Sector and has been involved with many initiatives for technology, knowledge and skills up gradation in this sector, which is so vital for India's food security. He was instrumental in setting up the Syngenta Foundation India which focuses on providing knowledge and support for adopting scientific growing systems to resource poor farmers and enabling their access to market. He is a Director of Syngenta Foundation India and Kotak Mahindra Old Mutual Life Insurance Limited. Mr. Amit Desai, Independent Non-Executive Director Date Of Appointment: 18.03.2011 Mr. Amit Desai, B.Com, LLB, aged 53 years, is an eminent professional with 30 years of experience. He is also on the Board of Kotak Mahindra Trustee Company Limited and Terra DeKM India Pvt. Ltd. Mr. N.P. Sarda, Non-Independent Non-Executive Director Date Of Appointment: 01.04.2011 Mr. N.P. Sarda, B.Com, F.C.A., aged 66 years, is a Chartered Accountant for more than 40 years. He is a former partner of M/s. Deloitte Haskin & Sells, Chartered Accountants, the past President of the Institute of Chartered Accountants of India (in 1993) and was a public representative Director of the Stock Exchange, Mumbai (BSE).

ENTITIES IN THE GROUP

The following are the subsidiaries of Kotak Mahindra Bank Limited. Name of the company Type of activity handled Total Income for FY 2011-12 (in ` Lakhs) 180,511.06

Kotak Mahindra Prime Limited Kotak Securities Limited Kotak Mahindra Capital Company Limited Kotak Mahindra Old Mutual Life Insurance Limited Kotak Mahindra Investments Limited Kotak Mahindra Asset Management Company Limited Kotak Mahindra Trustee Company Limited Kotak Mahindra (International) Limited Kotak Mahindra (UK) Limited Kotak Mahindra Inc. Global Investment Opportunities Fund Limited Kotak Investment Advisors Limited

Car Financing and other lending Stock Broking, Depository Participant, Portfolio Manager Merchant banker and member of NSE in the Cash, F&O and Wholesale Debt segment and member of OTC Exchange of India Life Insurance Investments and Financing Mutual Fund Management Trustee of Kotak Mahindra Mutual Fund Financial & Advisory Services Broking and Advisory Services Broking and Advisory Services Investment Investment manager for alternate assets

60,970.45 8,164.99

318,385.84 11,844.88 11,429.80 1,110.64 2,844.43 6,566.60 1,129.37 NIL 9,686.21

Name of the company

Type of activity handled

Total Income for FY 2011-12 (in ` Lakhs)

Kotak Mahindra Trusteeship Services Limited Kotak Forex Brokerage Limited Kotak Mahindra Pension Fund Limited Kotak Mahindra Financial Services Limited

Trustee of alternate asset funds and trusteeship business. Foreign Exchange Brokerage Services Pension Fund Management Arranging credit / deals in investments; advising, arranging custody

166.13 61.56 47.01 659.91

PENALTIES, PENDING LITIGATIONS OR PROCEEDINGS ETC.

l l l There have been no instances of penalties imposed by the Board or the directions issued by the Board under the Act or Regulations made there under, against the Portfolio Manager in its capacity as a Portfolio Manager. There have been no instances of penalties imposed for any economic offence in its capacity as a Portfolio Manager. There have been no instances of any deficiency in systems and operations of the Portfolio Manager observed by the Board or any regulatory agency.

DETAILS OF SERVICES OFFERED BY THE PORTFOLIO MANAGER

Non-discretionary Investment Advisory Services The Portfolio Manager will provide Advisory Portfolio Management Services on a non-discretionary basis, in terms of the Regulations, which shall be in the nature of non-discretionary investment advisory and shall include the responsibility of advising on the portfolio strategy and investment and divestment of individual securities on the client's portfolio, for an agreed fee structure, entirely at the Client's risk. Under these Services, the Clients decide their own investments, with the Portfolio Manager only advising the Client. The Portfolio Manager's role is limited to providing research, investment advice, guidance, trade execution, and client servicing at the Client's request. The Portfolio Manager does not undertake clients' funds for management and provides only advisory services on a non-discretionary basis.

PORTFOLIO STRATEGY SPECIFIC DETAILS

Under this portfolio strategy, the client will decide their own investments, with the Portfolio Manager only advising the Client on investments. The Portfolio Manager's role will be limited to providing research, investment advice, guidance and trade/investment execution / servicing at the client's request. The rights and obligations of the Portfolio Manager shall be exercised strictly in accordance with the relevant Acts, Regulations, guidelines and notifications in force from time to time. Periodical statements in respect of the clients' portfolio shall be sent to the respective client. The Portfolio Manager may advise the Client to invest in capital and money market instruments, including securities as defined under the Securities Contract (Regulation) Act, 1956, various financial products issued/ offered by incorporated companies, trusts, governments, statutory corporations and other persons, whether incorporated or not, including but not limited to, investment in equity and preference shares, securities, structured products, equity and fixed income derivatives, fixed income instruments, debt instruments, banking products, government securities, treasury bills , insurance products, bullion and commodity products, venture capital fund investments and other instruments or units of other mutual funds (whether listed or unlisted),or units or other instrument issued by any collective investment scheme to the investors in such scheme, units or other instruments representing the beneficial interest of the investors in any schemes or funds floated by a trust, government securities, debt instruments, negotiable instruments, unlisted securities, certificates of deposit, participation certificates, commercial paper, securitized debt instruments, investments in bank and / or company deposits, advise in relation to investment in portfolio management schemes or have the funds of the Client advised through any other portfolio manager and such other eligible modes of investment and/or forms of deployment within the meaning of the Regulation issued by SEBI as amended from time to time and such other products as the Bank and the Client may agree from time to time and which the Bank is permitted to advise on as per the applicable regulations. Notes on the Non-discretionary Services offered by the Portfolio Manager The Portfolio Manager may advise the Client to invest in products and financial instruments issued by group companies. Since the advice of the Portfolio Manager is completely non-discretionary in nature, it is up to the Client to decide the extent of investment in such products.

RISK FACTORS
l Kotak Mahindra Bank has limited previous experience / track record as a Portfolio Manager. Kotak Mahindra Bank has launched its Non-discretionary Portfolio Management Advisory Services from May 2009 pursuant to its registration as a Portfolio Manager with the Securities and Exchange Board of India. Investments in securities are subject to market risks which include price fluctuation risks. There is no assurance or guarantee that by acting on the advice given by the Portfolio Manager the objectives of investments will be achieved. Any action taken by the client based on the advice of the Portfolio Manager is not the responsibility of the Portfolio Manager. The past performance of the Portfolio Manager does not indicate its future performance. There is no assurance that past performances will be repeated. Investors are not being offered any guaranteed or indicative returns by the Portfolio Manager. Further, since the nature of services offered by the Portfolio Manager are non-discretionary and only advisory in nature, the past performance of the Portfolio Manager can not be measured and is not applicable. The performance in equity may be adversely affected by the performance of individual companies, changes in the market place and industry specific and macro economic factors. The future prices or the band of prices as indicated by the Portfolio Manager at the time of rendering scrip specific investment advice may turn out to be incorrect. The debt investments and other fixed income securities may be subject to Interest rate risk, liquidity risk, credit risk, and reinvestment risk. Technology, pharmaceutical stocks and some of the investments in niche sectors run the risk of volatility, high valuation, obsolescence and low liquidity. Portfolio strategies using derivative / futures and options products are affected by risks different from those associated with stock and bonds. Such products are highly leveraged instruments and their use requires a high degree of skill, diligence and expertise. Small price movements in the underlying security may have a large impact on the value of derivatives and futures and options. Some of the risks relate to mis-pricing or the improper valuation of derivatives and futures and options and the inability to correlate the positions with underlying assets, rates and indices. Also, the derivatives and futures and options market is nascent in India. Investors are not being offered any guaranteed or assured return/s i.e. either of principal or appreciation on the portfolio. The Portfolio Manager may, considering the overall level of risk of the portfolio under advice, advice investments in lower rated/unrated securities offering higher yield. This may increase the risk of the portfolio. Such investments shall be subject to the scope of investments as laid down in the Advisory Agreement. The direction of the market may turn out to be different than that indicated by the Portfolio Manager while rendering the investment advice.

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CATEGORIES OF CLIENTS SERVICED

Category of clients No of clients NIL Funds Managed (` in cr) Not applicable as only non-discretionary advisory services are provided Discretionary / Nondiscretionary (if available) NA

Associate / Group Companies last 3 years Others July 2009 - March 2010 April 2010 March 2011 April 2011 March 2012

683 1148 1129

Non-discretionary advisory services

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DISCLOSURES IN RESPECT OF TRANSACTIONS WITH RELATED PARTIES PERTAINING TO PORTFOLIO MANAGEMENT SERVICES
l l Kotak Mahindra Bank Limited is also a distributor of mutual fund schemes and other financial products and is corporate agent of Kotak Mahindra Old Mutual Life Insurance Limited (Kotak Life Insurance). The Portfolio Manager may advise the Client to invest in the units of schemes of mutual fund issued by Kotak Mahindra Asset Management Company Limited, life insurance policies of Kotak Life Insurance and other products of the group companies. The Portfolio Manager may advise the Clients to open their bank account(s) as per the requirement of the portfolio strategy, with Kotak Mahindra Bank Limited and for this purpose the Client may be required to maintain a minimum balance with the Bank. The Portfolio Manager may advise the Client to invest uninvested amounts in Kotak Mahindra Bank Limited as deposits. Kotak Mahindra Bank Limited and Kotak Securities Limited also act as bankers to issue and syndicate member/subsyndicate member, respectively in public issues and Kotak Mahindra Capital Company Limited is appointed as Lead Manager or underwriter or renders advisory services in fund raising, open offers and the like to various entities. Subject to regulatory requirements, the Portfolio Manager reserves the right to advise the Client to invest in securities in which Kotak Mahindra Bank Limited or any of its subsidiaries is appointed in the capacity as described above. Related party disclosures, as required by Accounting Standard 18, Related Party Disclosures issued by the Institute of Chartered Accountants of India and transactions carried out with related parties in the ordinary course of business as per accounts for the year ended 31st March, 2012 are as mentioned in Annexure A.

PORTFOLIO MANAGEMENT PERFORMANCE OF THE PORTFOLIO MANAGER

Since the nature of services offered by the Portfolio Manager are non-discretionary and only advisory in nature, the past performance of the Portfolio Manager can not be measured and is not applicable

FINANCIAL PERFORMANCE OF THE PORTFOLIO MANAGER

Financial performance of Kotak Mahindra Bank on an overall basis for the last three years (2012, 2011, 2010) has been included in Annexure B.

NATURE OF COSTS AND EXPENSES FOR CLIENTS

The following are indicative types of costs and expenses for clients availing the Non-discretionary Portfolio Management Advisory Services. The exact basis of charge relating to each of the following services shall be annexed to the Portfolio Management Agreement and the agreements in respect of each of the services availed at the time of execution of such agreements or supplemental agreement or document. The below mentioned fees, charges and expenses shall be directly debited to the clients' account as and when the same becomes due for payment. Advisory Fees Advisory fees relate to the Non-discretionary Portfolio Management Advisory Services offered to clients. The fee may be in the form of an entry or exit charge or a recurring charge in the nature of a fixed charge (which can be an absolute amount or a percentage of the value of Portfolio advised upon). Advisory fees as an entry or exit charge or as a percentage of the value of Portfolio advised upon shall each be charged, at such rate as may be agreed between the Portfolio Manager and the Client from time to time. These charges, not exceeding the rate specified, will be applicable irrespective of whether the client is advised for the whole year or part of the year. Where the advisory fees is a percentage of the value of the Portfolio advised upon, the Portfolio Manager may charge advisory fees based on the annual opening value of Portfolio or on the average value of Portfolio (calculated on a daily/ weekly/ monthly or quarterly basis), as agreed between the client and the Portfolio Manager. Advisory fees can vary from client to client, in the same portfolio strategy or in different portfolio strategy. Referral Charges The Bank may provide or cause to be provided Referral Services to the Client by introducing the Client to service providers providing such services which the Client desires and assisting the Client in contacting such service providers to enable the Client to avail the said services from the service providers. The Bank may receive fees and commissions from Kotak Group entities and other third party product or service providers for the distribution of products/services of such entities/providers as also for any introduction of the Banks' Clients to such entities/providers.

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Certification and professional charges Charges payable for outsourced professional services like accounting, taxation and legal services, notarizations etc for certifications, attestations required by bankers or regulatory authorities shall be payable by the Clients. Bank and Depositary charges For executing the advice under the Portfolio Management Service, the Clients may wish to open (by entering into an agreement or filling an application form separate from those related to Non-discretionary Portfolio Management Advisory Services) bank account and demat account with Kotak Mahindra Bank and in this regard the Clients will have to pay charges as per schedule of charges forming part of such separate account opening forms signed by them. Incidental Expenses Charges in connection with the courier expenses, stamp duty, service tax, postal, telegraphic, opening and operation of bank accounts, expenses pertaining to storage/retrieval of documents etc shall be payable by the Clients.

TAXATION IMPLICATIONS FOR CLIENTS

General In view of the individual nature of tax consequences on the income, capital gains or otherwise, arising from investments through Portfolio Management Service , each Client is advised to consult his / her / its tax advisor with respect to the specific tax consequences to him/ her / it on investment through Portfolio Management Services. The Portfolio Manager shall not be responsible for assisting in or completing the fulfillment of the client's tax obligations. The tax implications mentioned herein are effective as on the date of issue of this document and may change due to modifications in existing legislation. Advance tax installment obligations It shall be the Client's responsibility to meet the obligation on account of advance tax installments payable on the due dates under the Income tax Act. Long term capital gains The extent of long term capital gains applicable shall be determined on the basis of extant provisions and subject to change based on change in the provisions of law from time to time. Currently, long term capital gains arising on transfer of equity shares in a company or on redemption of equity oriented mutual fund units is exempt from capital gains tax, provided the shares are sold on a recognized stock exchange in India and such transaction is subjected to Securities Transaction Tax in accordance with Chapter VII of the Finance (No.2) Act, 2004 Short term capital gains The extent of short term capital gains applicable shall be determined on the basis of extant provisions and subject to change based on change in the provisions of law from time to time. Currently, shares held in Company or any other security listed on recognized stock exchange in India or Units of mutual fund held for not more than 12 months would be classified as short term capital assets and gains on its transfer are added to total income. Short term capital gains arising on transfer of equity shares in a company/units of equity oriented mutual fund are chargeable to tax @ 15% (plus applicable Surcharge & Education Cess and Secondary & Higher Education Cess), provided the shares are sold on a recognized stock exchange in India and such transaction is subjected to Securities Transaction Tax in accordance with Chapter VII of the Finance (No.2) Act, 2004. Each Client is advised to consult his/her/its tax advisor with respect to the tax consequences to him/ her/it in respect of transaction in derivative products.

ACCOUNTING POLICY / VALUATIONS

This is not applicable since the Portfolio Manager proposes to carry out only a non-discretionary, advisory service and there is no management of funds being carried out. However, solely for the purpose of calculating the Advisory fees to the Client by Kotak Mahindra Bank (which may be based on the value of assets placed by the Client under Kotak Mahindra Bank's advice), the following accounting and valuation policies may be used Investments in Equities, Mutual Funds and Debt instruments except Reference Linked debentures will be valued at the closing market prices of the exchange (BSE or NSE as the case may be) or the Repurchase Net Asset Value declared for the relevant scheme on the date of the report or any cut off date or the market value of the debt instrument at the cut off date. Alternatively, the last available prices on the exchange or the most recent NAV will be reckoned.

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Reference Linked debentures are valued at closing market prices of the exchange (BSE or NSE as the case may be) or on the latest valuation as given to Portfolio manager by the Issuer or at Cost. Purchases are accounted at the cost of acquisition inclusive of brokerage in case of equities and entry loads in case of units of mutual funds. Sales are accounted based on proceeds net of brokerage in case of equities and exit loads in case of units of mutual fund. The securities placed under the Portfolio Manager's advice, which are sold and not added to the portfolio are accounted at the net selling price. The securities removed from Portfolio Manager's advice are valued and accounted at the closing rate of BSE on the date of withdrawal. Mutual Fund units placed under Portfolio Manager's advice are valued and accounted at the latest available NAV on the date of addition to the portfolio. Mutual fund units removed from Portfolio Manager's advice are valued and accounted at the latest available NAV on the date of on the date of removal. Dividends on units in mutual funds, interest, stock lending fees earned etc. shall be accounted on receipt basis. Dividends on shares shall be accounted on accrual basis on the respective ex dates. The interest on debt instruments shall be accounted on cash /receipt basis. Pending listing on NSE/BSE, securities resulting from a de-merger are valued at their apportioned cost as per the ratios/book values published by the companies. Bonus and split of securities are accounted on the ex-date (BSE or NSE as the case may be) thereof. The Portfolio Manager and the client can adopt any specific norms or methodology for valuation of investments or accounting the same as may be mutually agreed between them on a case specific basis. The investor may contact the customer services official of the Portfolio Manager for the purpose of clarifying or elaborating on any of the above policy issues.

INVESTOR SERVICES
Contact information Name, address and telephone number of the investor relations officers who shall attend to the investor queries and complaints Name Address : : Mr. Ashish Khetan / Mr. Rajesh Iyer / Mr. Dilip Rajput Kotak Mahindra Bank Ltd. 3rd Floor, INGS Point, Plot No. 8, CST Road, Kalina, Santacruz (East), Mumbai 400 098 91- 22-67206720 ashish.khetan@kotak.com rajesh.s.iyer@kotak.com dilip.rajput@kotak.com

Telephone Email

: :

The officials mentioned above will ensure prompt investor services. The Portfolio Manager will ensure that these officials are vested with the necessary authority, independence and the wherewithal to handle investor complaints. Grievance redressal and dispute settlement mechanism The Portfolio Manager will endeavor to address all complaints regarding service deficiencies or causes for grievance, for whatever reason, in a reasonable manner and time. If the investor remains dissatisfied with the remedies offered or the stand taken by the Portfolio Manager, the investor and the Portfolio Manager shall abide by the following mechanisms. All disputes, differences, claims and questions whatsoever arising between the Client and the Portfolio Manager and/or their respective representatives shall be settled in accordance with and subject to the provisions of The Arbitration and Conciliation Act 1996, or any statutory requirement, modification or reenactment thereof. Such Arbitration proceedings shall be held at Mumbai or such other place as the Portfolio Manager thinks fit.

GENERAL
The Portfolio Manager and the client can mutually agree to be bound by specific terms through a written two- way agreement between themselves in addition to the standard agreement.

13

Approved by the Directors of Kotak Mahindra Bank Limited Sr. No. Name of the Director Signature

Dr. Shankar Acharya

Sd/-

Mr. Uday Kotak

Sd/-

Mr. C. Jayaram

Sd/-

Mr. Dipak Gupta

Sd/-

Mr. Asim Ghosh

Sd/-

Mr. Sudipto Mundle

Sd/-

Mr. Prakash Apte

Sd/-

Mr. Amit Desai

Sd/-

Mr. N. P. Sarda

Sd/-

14

Annexure A
Related Party Transactions (31 March 2012) A. Parties where control exists:

Nature of relationship Individual having control over the enterprise

Related Party Uday S. Kotak along with relatives and enterprises in which he has beneficial interest holds 45.32% of the equity share capital of Kotak Mahindra Bank Limited as on 31st March, 2012 Kotak Mahindra Prime Limited Kotak Securities Limited Kotak Mahindra Capital Company Limited Kotak Mahindra Old Mutual Life Insurance Limited Kotak Mahindra Investments Limited Kotak Mahindra Asset Management Company Limited Kotak Mahindra Trustee Company Limited Kotak Mahindra (International) Limited Kotak Mahindra (UK) Limited Kotak Mahindra Inc. Global Investment Opportunities Fund Limited Kotak Investment Advisors Limited Kotak Mahindra Trusteeship Services Limited Kotak Forex Brokerage Limited Kotak Mahindra Pension Fund Limited Kotak Mahindra Financial Services Limited

Subsidiary Companies

15

B.

Other Related Parties: Nature of relationship Related Party

Associates

ACE Derivatives and Commodity Exchange Ltd. (Formerly known as Ahmedabad Commodity Exchange Limited) Infina Finance Private Limited Matrix Business Services India Private Limited Phoenix ARC Private Limited
Add Albatross Properties Private Limited (Effective 28 Nov 2011)
th

Key Management Personnel*

Mr. Uday S. Kotak, Executive Vice Chairman and Managing Director

Mr. C Jayaram, Joint Managing Director Mr. Dipak Gupta, Joint Managing Director Enterprise over which Key Management Personnel have significant Influence* Aero Agencies Limited Kotak & Company Limited Komaf Financial Services Limited Asian Machinery & Equipment Pvt. Ltd. Insurekot Investments Pvt. Ltd. Kotak Trustee Company Pvt. Ltd. Cumulus Trading Company Pvt. Ltd. Palko Properties Private Limited Kotak Chemicals Limited Kotak Ginning & Pressing Industries Limited Kotak Commodity Services Limited Harisiddha Trading and Finance Private Limited Relatives of Key Management Personnel* Ms. Pallavi Kotak Mr. Suresh Kotak Ms. Indira Kotak Mr. Jay Kotak Mr. Dhawal Kotak Ms. Aarti Chandaria Ms. Anita Gupta Ms. Urmila Gupta Ms. Usha Jayaram

16

(` in Crores)
Enterprise over which Relative of Key Management Personnel have control/ Relatives of Key significant Management influence Personnel

Items/Related Party Liabilities Deposits Interest Payable Other Liabilities Assets Advances Investments-Gross Diminution on Investments Commission Receivable Others Expenses Salaries/fees (Include ESOP) Interest Paid Others Income Dividend Interest Received Others Other Transactions Sale of investment Purchase of Investment Purchase of Loan Repo - Borrowings Repo- Paid Dividend paid Reimbursement to companies Reimbursement from companies Purchase of Fixed assets Sale of Fixed assets Swaps/Fprward/options contracts Guarantees/Lines of Credit I. Liabilities: Other liabilities Other Payable

Individual having Control

Subsidiary Companies

Associates

Key Management Personnel

Total

2,075.79 (1,947.99) 10.73 (78.05) 8.79 (8.13)

341.19 (364.87) 3.23 (4.87)

10.99 (13.50) 0.19 (0.31)

131.95 (91.95) 1.13 (2.31)

1.02 (0.74) 0.00 (0.02)

2,560.94 (2,419.05) 15.28 (85.56) 8.79 (8.13)

() 574.76 (515.90) 2.19 (2.17) 5.15 (2.63 20.17 (9.11)

() 45.25 (29.98) 9.67 (0.00) (0.00) 0.26 (0.01)

()

()

() 620.01 (545.88) 11.86 (2.17) 5.15 (2.63) 20.43 (9.12)

8.64 (7.35) 138.55 (142.08) 2.27 (1.06) 48.66 (41.40) 1.89 (1.18) 1.06 (1.60) 11.66 (4.54) 2.41 (2.26) 0.05 (0.04)

8.64 (7.35) 199.98 (189.66) 6.57 (4.50)

9.93 (29.72) 24.59 (16.34) 69.28 (69.93) (-) 0.35 (0.80) (-) (-) () (-)

9.93 (29.72) 24.59 (16.34) 69.63 (70.73)

1,687.77 (810.56) 407.76 (219.99) 0.00 (30.07) 149.59 (5,851.01) 149.63 (5,851.16) 16.72 (14.21) 9.41 (7.35) 77.86 (81.58) 0.31 (0.40) 0.00 (0.25) 122.57 (50.00) 0.14 (0.14) 0.00 (0.00) 2.60 (2.93) 18.38

0.00 0.00 (6.05)

1,687.77 (810.56) 426.14 (226.04) 0.00 (30.07) 149.59 (5,851.01) 149.63 (5,851.16) 0.10 (0.19) 16.82 (14.30) 9.41 (7.35) 80.46 (84.51) 0.31 (0.40) 0.00 (0.25) 122.57 (50.00) 0.14 (0.14)

17

(` in Crores)
Enterprise over which Relative of Key Management Personnel have control/ Relatives of Key significant Management influence Personnel

Items/Related Party Kotak Mahindra Prime Limited Kotak Mahindra Capital Company Kotak Mahindra (International) Limited Other Subsidiaries II. Assets: Investments Kotak Mahindra Old Mutual Life Insurance Limited Kotak Mahindra Prime Ltd Other Subsidiaries ACE Derivatives and Commodity Exchange Ltd Add Albatross Properties Private Ltd Commission Receivable Kotak Mahindra Old Mutual Life Insurance Limited Others Kotak Mahindra Prime Limited Kotak Securities Limited Other Subsidiaries/Associates III. Expenses: Salaries/fees(Include ESOP) Mr.Uday Kotak Mr. C Jayaram Mr.Dipak Gupta Other Expenses Brokerage Kotak Securities Limited Kotak MahindraFinancial Services Limited Premium Kotak Mahindra Old Mutual Life Insurance Limited Other Expenses: Aero Agencies Limited Kotak & Company Limited Other subsidiaries / Associates IV. Income: Dividend Kotak Mahindra Asset Management Company Limited Kotak Mahindra Trustee Co Ltd

Individual having Control

Subsidiary Companies 0.00 (0.04) 0.25 (0.07) 8.32 (7.95) 0.22 (0.07)

Associates

Key Management Personnel

Total 0.00 (0.04) 0.25 (0.07 ) 8.32 (7.95) 0.22 (0.07)

260.25 (260.25) 202.92 (202.92) 52.73 (52.73) 29.98 (29.98) 9.67 (0.00)

260.25 (260.25) 202.92 (202.92) 52.73 (52.73) 29.98 (29.98) 9.67 (0.00)

5.15 (2.63)

5.15 (2.63)

18.42 (4.46) 0.85 (2.59) 0.90 (2.06) 0.26 (0.01)

18,42 (4.46) 0.85 (2.59) 1.16 (2.07)

2.08 (1.78) 3.16 (2.73) 3.40 (2.84)

2.08 (1.78) 3.16 (2.73) 3.40 (2.84)

0.32 (0.65) 1.32 (0.00)

0.32 (0.65) 1.32 (0.00)

0.63 (0.41)

0.63 (0.41)

1.96 (1.81) 0.45 (0.45) 1.18 (1.18)

1.96 (1.81) 0.45 (0.45) 1.18 (1.18)

6.93 (27.72) 3.00

6.93 (27.72) 3.00

18

(` in Crores)
Enterprise over which Relative of Key Management Personnel have control/ Relatives of Key significant Management influence Personnel

Items/Related Party

Individual having Control

Subsidiary Companies (2.00)

Associates

Key Management Personnel

Total (2.00)

Other Income Insurance Commission and Rental Income Kotak Mahindra Old Mutual Life Insurance Limited Rental and other Income Kotak Securities Limited Kotak Mahindra Capital Company Limited Kotak Mahindra Asset Management Company Limited Kotak Mahindra Prime Limited Other Subsidiaries/entities V. Other Transactions: Sale of Investment Kotak Mahindra Old Mutual Life Insurance Ltd. Kotak Mahindra Prime Limited Purchase of Investments Kotak Mahindra Old Mutual Life Insurance Ltd. Kotak Mahindra Prime Limited Kotak Securities Limited Kotak Forex Brokerage Limited Add Albatross Properties Private Ltd Komaf Financial Services Limited Purchase of Loan Kotak Mahindra Prime Limited Repo Borrowings Kotak Mahindra Old Mutual Life Insurance Ltd. Repo Paid Kotak Mahindra Old Mutual Life Insurance Ltd. Dividend paid Mr. Uday Kotak Mr. C. Jayaram Mr. Dipak Gupta Ms. Pallavi Kotak Ms. Indira Kotak Others Reimbursements to companies 16.66 (14.16) 0.03 (0.03) 0.03 (0.03) 0.03 (0.03) 0.06 (0.01) 0.01 (0.01) 16.66 (14.16) 0.03 (0.03) 0.03 (0.03) 0.03 (0.03) 0.06 (0.01) 0.01 (0.01) 149.63 (5,852.16) 149.63 (5,852.16) 149.63 (5,851.01) 149.63 (5,851.01) 0.00 (30.07) 0.00 (30.07) 147.76 (172.41) 260.00 (42.06) 0.00 (5.16) 0.00 (0.36) 18.38 (0.00) 0.00 (6.05) 147.76 (172.41) 260.00 (42.06) 0.00 (5.16) 0.00 (0.36) 18.38 (0.00) 0.00 (6.05) 1,627.77 (810.56) 60.00 (0.00) 1,627.77 (810.56) 60.00 (0.00) 10.11 (11.95) 4.83 (4.84) 5.60 (3.25) 5.03 (12.24) 9.59 (9.00) 0.35 0.00 10.11 (11.95) 4.83 (4.84) 5.60 (3.25) 5.03 (12.24) 9.94 (9.00) 34.12 (28.65) 34.12 (28.65)

19

(` in Crores)
Enterprise over which Relative of Key Management Personnel have control/ Relatives of Key significant Management influence Personnel

Items/Related Party Kotak Mahindra Capital Company Limited Kotak Mahindra Prime Limited Kotak Mahindra Old Mutual Life Insurance Limited Kotak Securities Limited Other Subsidiaries Purchase of Fixed assets Kotak Mahindra Prime Limited Kotak Securities Limited Kotak Mahindra Capital Company Limited Kotak Mahindra International Limited Other Subsidiaries Sale of Fixed assets Kotak Mahindra Old Mutual Life Insurance Limited Kotak Securities Limited Kotak Mahindra Prime Ltd Swaps/Forward/Options Contact Kotak Mahindra Prime Ltd Kotak Mahindra International Limited Guarantees/Lines of credit Kotak Mahindra Prime Ltd Kotak Mahindra Asset Management Company Limited

Individual having Control

Subsidiary Companies 4.41 (4.68) 9.59 (9.49) 11.66 (10.27) 40.25 (44.81) 11.95 (12.33)

Associates

Key Management Personnel

Total 4.41 (4.68) 9.59 (9.49) 11.66 (10.27) 40.25 (44.81)

2.60 (2.93)

14.55 (15.26)

0.15 (0.02) 0.05 (0.30) 0.10 (0.00) 0.00 (0.02) 0.01 (0.06)

0.15 (0.02) 0.05 (0.30) 0.10 (0.00) 0.00 (0.02) 0.01 (0.06)

0.00 (0.20) 0.00 (0.03) 0.00 (0.02)

0.00 (0.20) 0.00 (0.03) 0.00 (0.02)

112.57 (50.00) 10.00 (0.00)

112.57 (50.00) 10.00 (0.00)

0.04 (0.04) 0.10 (0.10)

0.04 (0.04) 0.10 (0.10)

Note: 1. 2. 3. Figures in brackets represent previous year's figures. The above does not include any transactions in relation to listed securities done on recognised stock exchange during the year. However above includes transactions done on NDS with known related parties. # in the above table denotes amount less than ` 50,000.

* List of related parties identified by management and relied upon by the auditors.

20

Maximum Balance outstanding during the year

Enterprise over which Relative of Key Management Personnel have control/ significant influence

Items/Related Party

Individual having Control

Subsidiary Companies

Associates

Key Management Personnel

Relatives of Key Management Personnel

Liabilities Deposits 3,224.33 (3,635.88) 2.52 (1.54) 2,282.79 (3,259.23) 0.00 (0.01) 23.93 (64.69) 239.08 (26.79) 2.25 (0.81)

Other Liabilities

Assets Advances 0.00 (0.00) 574.76 (515.90) 5.15 (9.98) 21.32 (31.85) 0.86 (0.87) 0.00 (0.00) 45.25 (29.98)

Investments-Gross

Commission Receivable

Others

21

Annexure B
The following exhibit captures key financial data pertaining to the Portfolio Manager as per the financial statements
Balance Sheet Audited As at 31st March 2012 (Rupees in thousands) Capital and Liabilities Capital Reserves and Surplus Employees Stock Options (Grants) Outstanding Deposits Borrowings Other Liabilities and Provisions Total Assets Cash and Balances with Reserve Bank of India Balances with Banks and Money at Call and Short Notice Investments Advances Fixed Assets Other Assets Total Contingent Liabilities Bills for Collection 3,703,448 75,755,942 3,684,358 64,280,362 3,481,415 41,369,735 Audited As at 31st March 2011 (Rupees in thousands) Audited As at 31st March 2010 (Rupees in thousands)

348,207 385,365,206 165,955,205 25,536,724 656,664,732

369,172 292,609,686 117,239,484 30,323,596 508,506,658

548,017 238,864,671 61,405,132 28,694,195 374,363,165

21,164,945

21,077,242

20,856,726

6,180,601 215,668,123 390,792,322 4,499,658 19,359,083 656,664,732 384,758,617 15,766,592

3,632,607 171,214,395 293,293,067 4,256,073 15,033,274 508,506,658 343,692,398 10,534,742

2,145,915 125,126,625 207,750,541 4,276,492 14,206,866 374,363,165 369,660,202 6,493,241

22

Profit and Loss Account

As at 31st March 2012 (Rupees in thousands)

As at31st March 2011 (Rupees in thousands)

As at 31st March 2010 (Rupees in thousands)

Income Interest earned Other income Total Expenditure Interest expended Operating expenses Provisions and Contingencies Total Profit Net Profit for the year Add: Surplus brought forward from previous year Total Appropriations Transfer to Statutory Reserve Transfer to General Reserve Transfer to Special Reserve u/s 36(i)(viii) of Income Tax Act Transfer to Capital Reserve Transfer to Investment Reserve Account Proposed Dividend Corporate Dividend Tax Balance carried over to Balance Sheet Total Earnings Per Share (Face value of Rs.5/Basic Diluted Note: 1. The audited financial statements shall be made available on request. 14.69 14.61 11.35 11.28 8.09 8.00 2,712,700 542,600 250,000 200 145,200 444,929 72,178 21,627,912 25,795,719 2,045,500 409,100 290,000 6,900 (268,300) 368,831 43,654 14,945,189 17,840,874 1,402,800 280,600 400.000 69,600 11,900 296,613 (20,074) 9,659,053 12,100,492 10,850,530 14,945,189 25,795,719 8,181,821 9,659,053 17,840,874 5,611,057 6,489,435 12,100,492 36,677,460 18,348,299 5,699,531 60,725,290 20,921,768 15,533,202 5,066,078 41,521,048 13,974,755 11,893,934 7,358,903 33,227,592 61,802,362 9,773,458 71,575,820 41,897,520 7,805,349 49,702,869 31,771,199 7,067,450 38,838,649

23

Form C
Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993 (Regulation 14)

KOTAK MAHINDRA BANK LIMITED

Registered Office : 36-38A, Nariman Point, Mumbai 400 021. Correspondence Address : 3rd Floor, INGS Point, Plot No. 8, Opp. University Campus, CST Road, Kalina, Santacruz (East), Mumbai - 400 098. Phone : 022-67206981 Fax : 022-67206560

We confirm that: (i) the Disclosures Document forwarded to the Board is in accordance with the SEBI (Portfolio Managers) Regulations, 1993 and the guidance and directives issued by the Board from time to time. the disclosures made in the document are true, fair and adequate to enable the investors to make a well informed decision regarding entrusting the management of the portfolio to us / investment in the Portfolio Management*; the disclosure document has been duly certified by an independent chartered accountant M/s M P Chitale & Co. Chartered Accountants (Registration No. 101851W dated 01/011956). Hamam House, 1st Floor, Ambalal Doshi Marg, Fort, Mumbai 400 001. Phone No. : +91 22 22651186 / 3023 / 3024 / 66345630 Partner Ms. Vidya Barje Membership No. 104994) on 15th June 2012. A copy of the Chartered Accountants Certificate is enclosed.

(ii)

(iii)

*The Portfolio Manager only provides non-discretionary investment advisory services.

Sd/Jaideep Hansraj Principal Officer Kotak Mahindra Bank Ltd. 3rd Floor, INGS Point, Plot No. 8, CST Road, Kalina, Santacruz (East), Mumbai - 400 098. Date : 15th June 2012 Place : Mumbai

24

M. P. Chitale & Co.

Chartered Accountant
1/11, Prabhadevi Ind. Estate, 1st Floor, Opp. Siddhivinayak Temple, Veer Savarkar Marg, Prabhadevi, Mumbai - 25 Tel. : 43474301-03 Fax : 43474304

Certificate From External Auditors

The Principal Officer, Kotak Mahindra Bank Ltd. Kotak Infiniti, 5th Floor, Building No. 21. Infinity Park, Off Western Express Highway, General AK Vaidya Marg, Malad (E).

We have examined the attached Disclosure Document dated June 15, 2012 for Portfolio Management prepared in accordance with Regulation 14 of SEBI (Portfolio Managers) Regulations, 1993 by Kotak Mahindra Bank Ltd., having its registered office at 36-38A, Nariman Bhavan 227, Nariman Point, Mumbai 400 021. Based on our examination of Disclosure Document, audited accounts of Kotak Mahindra Bank Ltd. and other relevant records and information furnished by Management, we certify thet the disclosures made in the attached Disclosure Document for Portfolio Management are true, fair and adequate to enable the investors to make a well informed decision. We have relied on the representations given by the management about the penalties or litigations against the Portfolio Manager mentioned in the disclosure document. We are unable to comment on the some. This certificate has been issued on request of Kotak Mahindra Bank Ltd. For submission to Securities and Exchange Board of India under SEBI (Portfolio Management) Regulations 1993 and should not be used or referred to for any other purpose without our prior written consent. For M. P. Chitale & Co. Chartered Accountants Firm Reg. No.101851W

Sd/Vidya Barje Partner M. No. 104994 Mumbai, June 15, 2012

25