1.  We have audited the attached Balance Sheet of KOTAK MAHINDRA BANK
 LIMITED (the Bank) as at 31st March, 2012, the Profit and Loss
 Account and the Cash Flow Statement of the Bank for the year ended on
 that date, both annexed thereto. These financial statements are the
 responsibility of the Bank''s Management. Our responsibility is to
 express an opinion on these 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides reasonable
 basis for our opinion.
 
 3.  The Balance Sheet and the 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.
 
 4.  We further report as follows :
 
 (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 it appears from our examination of
 those books;
 
 (d) The financial accounting systems of the Bank are centralised and
 therefore, accounting returns are not required to be submitted by the
 Branches;
 
 (e) The Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (f) In our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in Section 211 (3C) of the Companies
 Act, 1956, insofar as they apply to banks;
 
 (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, 1956 in the manner so required for
 banking companies and the Guidelines issued by the Reserve Bank of
 India from time to time and give a true and fair view in conformity
 with the accounting principles generally accepted in India :
 
 (i) in the case of the Balance Sheet, of the state of the affairs of
 the Bank as at 31st March, 2012;
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Bank for the year ended on that date and
 
 (iii) in the case of Cash Flow Statement, of the cash flows of the Bank
 for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 Directors as on 31st March, 2012 taken on record by the Board of
 Directors, we report that none of the Directors is disqualified from
 being appointed as a director in terms of Section 274(1) (g) of the
 Companies Act, 1956.
 
 6.  We report that during the course of our audit we have visited 13
 Branches. Since the key operations of the Bank are completely automated
 with the key applications integrated to the core banking systems, the
 audit is carried out centrally at the Head Office as all the necessary
 records and data required for the purposes of our audit are available
 therein and the Branches are not required to submit any financial
 returns.
 
 For S.B Billimoria & Co.
 
 Chartered Accountants
 
 (Firm Registration No. 101496W)
 
 Kalpesh J. Mehta
 Partner
 
 (Membership No. 48791)
 
 Mumbai, 8th May 2012