What was filed
Kotak Mahindra Bank told the exchanges that the boards of two of its wholly-owned subsidiaries — Kotak Mahindra Investments Limited (KMIL, the transferor) and Kotak Alternate Asset Managers Limited (KAAML, the transferee) — approved a Scheme of Amalgamation on 25 September 2026. The merger is on a going-concern basis under Section 233 of the Companies Act, 2013.
The Bank stressed that it is not itself a party to the scheme; both entities are its direct and/or indirect wholly-owned subsidiaries. As a result, per the filing, there would be no change in the shareholding pattern of the Bank.
The rationale and mechanics
According to the filing, the merger completes a post-regulatory realignment set in motion by the Reserve Bank of India (Commercial Banks — Undertaking of Financial Services) Directions, 2025. Effective 1 April 2026, KMIL's activities began being conducted departmentally within the Bank; it stopped sanctioning new loans from that date and, from 1 July 2026, transferred its entire bankable loan portfolio to the Bank. KMIL is now engaged only in treasury investment activity, while KAAML runs the group's alternate asset management and investment advisory business.
The stated objectives are group simplification, elimination of duplicate corporate infrastructure, capital alignment at group level, and strengthening KAAML's sponsor capital capacity. The scheme sets a share-exchange ratio — see the key figures — and is described as arm's length based on an independent registered valuer's report, though it is exempt from certain related-party provisions because both entities are wholly owned by the Bank.
Approvals still pending
The filing is clear that the scheme is not yet effective. It remains subject to multiple statutory and regulatory approvals, including sanction by the jurisdictional Regional Director of the Central Government, the approvals of the respective shareholders and creditors, the approval of BSE (the designated stock exchange of KMIL), and the approval of the Reserve Bank of India.
Why it matters to a holder
This is an internal restructuring within a group the Bank fully owns, so its direct effect on the listed entity is structural rather than transactional. The disclosure records the completion path of moving KMIL's lending activity into the Bank and consolidating the residual entity into the asset-management arm.