1.  We have audited the attached consolidated balance sheet of Kotak
 Mahindra Bank Limited (the Bank) and its subsidiaries (collectively
 the Group) as at 31st March 2011, and also the consolidated profit
 and loss account and the consolidated cash flow statement for the year
 ended on that date, annexed thereto. These financial statements are the
 responsibility of the Banks management and have been prepared by the
 management on the basis of separate financial statements and other
 financial information regarding components. Our responsibility is to
 express an opinion on these consolidated financial statements based on
 our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  We did not audit the financial statements of 15 subsidiaries whose
 financial statements reflect total assets of Rs. 172,970,257
 
 (in thousands) as at 31st March 2011, total revenues of Rs. 27,415,582
 (in thousands) and cash outflows amounting to Rs. 1,449,235 (in
 thousands) for the year then ended. These financial statements and
 other financial information have been audited by other auditors whose
 reports have been furnished to us, and our opinion is based solely on
 the report of other auditors. Further, we have jointly audited the
 financial statements of Kotak Mahindra Old Mutual Life Insurance
 Limited, the life insurance subsidiary of the Bank, with other auditor,
 whose financial statements reflect total assets of Rs. 88,458,724 (in
 thousands) as at 31st March 2011, total revenues of Rs. 36,214,045 (in
 thousands) and cash flows amounting to Rs.134,335 (in thousands) for the
 year then ended. In addition, we have relied on the un-audited
 financial results of one associate. The share of the Group in the net
 profit of this un-audited associate for the year then ended is Rs. 10,085
 (in thousands).
 
 4.  We, along with the joint auditor of Kotak Mahindra Old Mutual Life
 Insurance Limited (the Company), the life insurance subsidiary of the
 Bank have reported in our audit opinion dated 29th April 2011, on the
 financial statements of the Company, which has been used in the
 preparation of the accompanying financial statements, that the
 actuarial valuation of policyholders liabilities is the responsibility
 of the Companys Appointed Actuary (the Appointed Actuary). The
 actuarial valuation of these liabilities as at 31st March 2011 has been
 duly certified by the Appointed Actuary and in his opinion, the
 assumptions for such valuation are in accordance with the guidelines
 and norms issued by the Insurance Regulatory Development Authority
 (IRDA) and the Institute of Actuaries of India in concurrence with
 IRDA. We, along with the joint auditor of the Company have relied upon
 the Appointed Actuarys certificate in this regard for forming an
 opinion on the financial statements of the Company.
 
 5.  We report that the consolidated financial statements have been
 prepared by the Banks management in accordance with the requirements
 of Accounting Standard 21: Consolidated Financial Statements and
 Accounting Standard 23: Accounting for Investments in Associates in
 Consolidated Financial Statements, [notified pursuant to the Companies
 (Accounting Standards) Rules, 2006, as amended].
 
 6.  Based on our audit and on consideration of reports of other
 auditors on separate financial statements and on the other financial
 information of the components, and to the best of our information and
 according to explanations given to us, we are of the opinion that the
 attached consolidated financial statements gives a true and fair view
 in conformity with the accounting principles generally accepted in
 India:
 
 i.  in the case of the consolidated balance sheet, of the state of
 affairs of the Group as at 31st March 2011;
 
 ii.  in the case of the consolidated profit and loss account, of the
 profit for the year ended on that date; and
 
 iii.  in the case of the consolidated cash flow statement, the cash
 flows for the year ended on that date.
 
 For S.R. Batliboi & Co.  
 Firm Registration No. 301003E 
 Chartered Accountants
 
 per Viren H. Mehta
 
 Partner
 
 Membership No.048749
 
 Mumbai, 5th May 2011