Kotak Mahindra Bank

1.  We have audited the attached Balance Sheet of Kotak Mahindra Bank
 Limited (the Bank) as at 31st March, 2009 and also the Profit and
 Loss Account and Cash Flow Statement for the year ended on that date
 annexed thereto. These financial statements are the responsibility of
 the Banks management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with 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.  The Balance Sheet and Profit and Loss Account are drawn up in
 conformity with Forms A and B (revised) of the Third Schedule to the
 Banking Regulation Act, 1949, read with Section 211 of the Companies
 Act, 1956 (the Companies Act).
 
 4.  We report that:
 
 (a) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit and have found them to be satisfactory;
 
 (b) In our opinion, the transactions of the Bank which have come to our
 notice have been within its powers;
 
 (c) In our opinion, proper books of account as required by law have
 been kept by the Bank so far as appears from our examination of those
 books and proper returns adequate for the purposes of our audit have
 been received from branches and representative office;
 
 (d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (e) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the
 Companies Act, read with the guidelines issued by Reserve Bank of India
 insofar as they apply to the Bank;
 
 (f) On the basis of written representations received from the
 directors, as on 31st March, 2009, and taken on record by the Board of
 Directors, we report that none of the directors are disqualifed from
 being appointed as a director in terms of clause (g) of sub section (1)
 of Section 274 of the Companies Act;
 
 (g) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act in the manner so required for banking
 companies, and give a true and fair view in conformity with the
 accounting principles generally accepted in India;
 
 (i) in case of the Balance Sheet, of the state of the affairs of the
 Bank as at 31st March, 2009;
 
 (ii) in case of the Profit and Loss Account, of the profit for the year
 ended on that date; and
 
 (iii) in case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
                                              For S. R. Batliboi & Co.
                                                Chartered Accountants
 
                                                   per Viren H. Mehta
                                                              Partner
                                               (Membership No.048749)
 Mumbai, 12th May, 2009