Date: September 25, 2026

Scheme of Amalgamation Details

Kotak Mahindra Investments Limited (KMIL) and Kotak Alternate Asset Managers Limited (KAAML), both wholly-owned subsidiaries (directly and/or indirectly) of Kotak Mahindra Bank Limited, have approved a Scheme of Amalgamation whereby KMIL will merge with KAAML on a going concern basis.

The Scheme is approved under Sections 233 of the Companies Act, 2013 and requires various statutory and regulatory approvals including:

  • Sanction of the jurisdictional Regional Director, Central Government
  • Approvals of respective shareholders and creditors of the companies involved
  • Approvals of BSE Limited (designated stock exchange of KMIL)
  • Approval of the Reserve Bank of India

Entity Financial Details (as on March 31, 2026)

Kotak Mahindra Investments Limited (KMIL - Transferor Company):

  • Net worth: ₹4,156 crore
  • Revenue from operations: ₹1,383 crore

Kotak Alternate Asset Managers Limited (KAAML - Transferee Company):

  • Net worth: ₹1,481 crore
  • Revenue from operations: ₹837 crore

Related Party Transaction Status

The transaction qualifies as a related party transaction since both companies are wholly-owned subsidiaries of Kotak Mahindra Bank Limited and related to each other. However:

  • The transaction is at arm's length price based on valuation report from an independent registered valuer
  • Exempt from provisions of Regulations 23(2), (3) and (4) of SEBI Listing Regulations as transaction is between two wholly-owned subsidiaries
  • As per Ministry of Corporate Affairs Circular No. 30/2014 dated July 17, 2014, transactions arising from amalgamations under Companies Act, 2013 do not attract requirements of Section 188 of Companies Act, 2013

Business Activities

KMIL: Effective April 1, 2026, pursuant to RBI (Commercial Banks - Undertaking of Financial Services) Directions, 2025, KMIL's business activities are being conducted departmentally within the Bank. KMIL ceased sanctioning new loans from April 1, 2026, and effected assignment and transfer of its entire bankable loan portfolio to Kotak Mahindra Bank Limited on July 1, 2026. Currently, KMIL is only engaged in acquisition/disposal of securities as part of treasury investments/portfolio.

KAAML: Primarily engaged in the business of alternate asset management and investment advisory services.

Rationale for Amalgamation

The merger would complete the post-regulatory business alignment initiated as per the Reserve Bank of India (Commercial Banks - Undertaking of Financial Services) Directions, 2025 (RBI forms-of-business framework). It will achieve:

  • Group simplification objectives
  • Elimination of duplicate corporate infrastructure
  • Capital alignment at group level
  • Strengthening of KAAML's sponsor capital capacity

Consideration Structure

KAAML shall issue and allot to shareholders of KMIL shares in the proportion of:

  • 7 Equity Shares of Face Value ₹10 each in KAAML
  • For every 6 Equity Shares of face value ₹10 each held in KMIL

Shareholding Impact

No change in shareholding pattern of Kotak Mahindra Bank Limited since the Scheme of Amalgamation is between two wholly-owned subsidiaries and the Bank is not a party to the Scheme.