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Yes Bank Ltd.

BSE: 532648 Sector: Financials
NSE: YESBANK ISIN Code: INE528G01035
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VOLUME 9930722
52-Week high 18.20
52-Week low 12.11
P/E 39.66
Mkt Cap.(Rs cr) 43,724
Buy Price 17.40
Buy Qty 236630.00
Sell Price 17.45
Sell Qty 285568.00
OPEN 17.50
CLOSE 17.50
VOLUME 9930722
52-Week high 18.20
52-Week low 12.11
P/E 39.66
Mkt Cap.(Rs cr) 43,724
Buy Price 17.40
Buy Qty 236630.00
Sell Price 17.45
Sell Qty 285568.00

Yes Bank Ltd. (YESBANK) - Director Report

Company director report

TO

THE MEMBERS

Your Director's are pleased to present the Eighteenth Annual Report on the business andoperations of the Bank together with the audited financial statements (standalone as wellas consolidated) for the financial year ended March 31 2022.

BUSINESS OVERVIEW

FY 2021-22 was the second year of the new journey of YES Bank under the new managementpost the Yes Bank Limited Reconstruction Scheme 2020 ("Scheme") which wasimplemented in March 2020. The first year was the year of rebuilding the Bank while thisyear has been the year of growing the Bank. The Directors are pleased to inform theshareholders that the Bank's Total Assets in FY 2021-22 crossed Rs. 3 lakh Crore depositsat nearly Rs. 2 lakh Crore and CASA ratio at 31%.

The Bank is on a transformation journey and has emerged as a re-energisedrecapitalised and recalibrated organisation by leveraging on a unique opportunity tolearn from past challenges and become stronger while continuing to fulfill its unwaveringcommitment towards its customers and stakeholders. The Bank is on track to achieve itsStrategic Objectives and none of this would have been possible without the confidencereposed of the Bank's customers depositors and investors. The confidence of stakeholdershas not only been seen through the improving financial performance of the Bank during thelast year but also through external validation in the form of Credit Rating upgradessuccessful client win-backs and acquisition strategy re-inclusion of the stock in marqueeindices amongst others.

The Bank undertook multiple initiatives to grow the Bank's business and launchedtailored propositions for its customers -

• Continued to deepen customer relationship and wallet share for existing Bankcustomers while focusing on attractive tailored propositions for new customers such asthe newly launched Yes Private & YES Family programmes

• Enhanced digital customer sales and servicing model and enable remoteinteractions for key processes such as the launch of video KYC for account openingWhatsApp Banking remote payment service for merchants.

• Kickstarted and/or implemented many key initiatives in customer personalisationusing Chatbots data analytics innovation in Cloud platforms intelligent automationthrough robotics etc.

• Committed to reduce green-house gas emissions to net zero by 2030

• Ranked No. 2 amongst Large-Sized Banks in the Best places to work in India 2021awards conducted by AmbitionBox.com

• Among the 100 Best Emerging Market Performers as assessed by VE part of Moody'sESG

The Bank continued its efforts towards building a stronger retail franchise withcontribution of retail advances compared to total advances increased to 36% in FY 2021-22 compared to 30% in FY 2020-21. Digitisation remains the Bank's key pillar to grow theRetail MSME and the Transaction Banking businesses. The Wholesale Bank has seen newsanctions/disbursements of Rs. 16000 crore in FY2021-22 with focus on working capitalfinancing to higher rated corporates. The Bank has significant presence within the new-agepayments space with the highest market share of 43% in UPI transactions (by volume) in FY2021-22.

STATE OF THE AFFAIRS OF THE BANK

The Bank's fundamentals have strengthened and it has emerged from the crisis as afinancially sound well capitalised well governed institution with customer centricityand digital at the heart of its strategy. The Bank remains focused on its priorities andlooks to continue this momentum onwards and upwards so that it can deliver on itsstrategic objectives while creating superior value for all its stakeholders.

Strategic Objectives for FY23 and Medium Term

1. CASA ratio at 35% for FY23 and > 40% in the medium term

2. Granular Advances: Retail/MSME to further improve by > 400 bps in FY23

3. Advances Growth of > 15% in FY23 of which Corporate growth of 10% and MediumEnterprises SME and Retail to grow > 25%

4. Focused Stressed Assets Recoveries and Upgrades > Rs. 5000 crore in FY23

5. ROA > 0.75% in FY23 and Medium term target of 1%-1.5%

BUSINESS OUTLOOK

• Corporate credit growth trajectory is expected to have an upshift on the back ofsignificant increase in capex outlay in Union Budget with a sharp focus on publicinfrastructure as well as Production Linked Incentives (PLI) scheme announced for 13 keysectors by the government.

• Improved resilience of the banking system is likely to support stronger creditgrowth to MSME's and retail segments. Home Loans will be a major driver of credit growthas demand for residential purchases is expected to continue growing. Unsecured Lending isalso expected to see improvement as the segment will continue to be attractive on arisk-adjusted return basis.

• Overall the Indian Banking Sector is well positioned to fund faster creditgrowth with healthy capital buffers high profitability metrics and waning asset qualitypressures. These factors together with a strong deposits growth augur well for the Bankingsector.

• While the above-mentioned are positive for the sector there are also certainrisks that could impact the sector such as a fresh surge in COVID-19 cases on the back ofnew variants continued geopolitical tensions that could impact many downstream sectors(some of which are already under pressure because of increased commodity prices); andfinally higher-than-expected slowdown in private consumption.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there has been no change in the nature of business of theBank.

FINANCIAL PERFORMANCE (STANDALONE)

(R. in million)
Particulars April 01 2021 to March 31 2022 April 01 2020 to March 31 2021 Change
Deposits 1971917.33 1629466.42 342450.91
Borrowings 722045.84 639490.85 82554.99
Advances 1810519.91 1668929.94 141589.97
Total Assets/Liabilities 3182202.25 2735427.65 446774.60
Net Interest Income 64978.54 74286.02 (9307.48)
Non Interest Income 32624.69 30116.94 2507.75
Operating profit 29159.29 46482.81 (17323.52)
Provisions and Contingencies 14800.81 93833.55 (79032.74)
Profit before Tax 14358.48 (47350.74) 61709.22
Provision for taxes 3696.36 (12728.47) 16424.83
NET PROFIT 10662.12 (34622.27) 45284.39
Add: Surpius/(Deficit) brought forward from last period (108719.60) (68973.88) (39745.72)
Amount available for appropriation (98057.48) (103596.15) 5538.67
Appropriations
Statutory Reserve under Section 17 of the Banking Regulation Act 1949 2665.53 - 2665.53
Capital Reserve 108.31 4969.76 (4861.45)
Investment Reserve 34.30 153.70 (119.40)
Investment Fluctuation Reserve 1347.89 - 1347.89
Surplus carried to Balance Sheet (102213.50) (108719.60) 6506.10
Key Performance Indicators
Net Interest Margin 2.3% 2.8%
Return on Annual Average Assets 0.36% (1.30%)
Return on Equity 3.19% (11.42%)
Cost to Income Ratio 70.1% 55.5%

Net Profit for FY 2021-22 is Rs. 10662 million as compared to loss of Rs. 34622.27million for the FY 2020-21. However the Bank's operating profit decreased by 37.3% YoY onback of NII contraction and higher operating expenses. Further the Bank has provided Rs.15088.98 million towards non performing investments and non performing advances duringthe year.

Net Interest income (NII) of the Bank decreased by 12.5% to Rs. 64978.54 millionduring FY 2021-22 as compared to Rs. 74286.02 million during FY 2020-21. The Net InterestMargin (NIM) was 2.3% in FY 2021-22. Non interest income consists of fee trade income andgain on sale of securities. Non interest income increased by 8.3% from Rs. 30116.94million in FY 2020-21 to Rs. 32624.69 million in FY 2021-22.

Operating expenses increased by 18.2% from Rs. 57920.15 million in FY 2020-21 to Rs.68443.94 million in FY 2021-22. The employee cost increased from Rs. 24303.78 million inFY 2020-21 to Rs. 28556.91 in FY 2021-22. Other operating cost increased by 18.65% fromRs. 33616.37 million in FY 2020-21 to Rs. 39887.03 million in FY 2021-22.

Provisions and contingencies (excluding provision for taxes) decreased by 84.2% fromRs. 93833.55 million in FY 2020-21 to Rs. 14800.81 million in FY 2021-22 mainly due toreduction in provision for non-performing advances as compared to provisions made in FY2020-21. Please refer to the section on Financial and Operating Performance in theManagement Discussion and Analysis for a detailed analysis of financial data.

DIVIDEND

During FY 2021-22 the Bank had not declared any dividend on equity shares. RBI videcircular dated April 22 2021 allowed banks to pay dividend for the financial year endedMarch 31 2021 subject to the quantum of dividend being not more than fifty percent ofthe amount determined as per the dividend payout ratio prescribed in the RBI guidelines.However during FY 2020-21 the Bank had reported a loss and as a consequence to that theBank had not declared any dividend.

TRANSFER TO RESERVES

As per requirement of RBI regulations the Bank has transferred the following amountsto various reserves during Financial Year ended March 31 2022:

Amount transferred to Amount in Rs. million
Statutory Reserve 2665.53
Capital Reserve 108.31
Investment Reserve 34.30
Investment Fluctuation Reserve 1347.89

TRANSFER OF EQUITY SHARES UNPAID/ UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION ANDPROTECTION FUND

In accordance with the applicable provisions of the Companies Act 2013 read with Rulesmade thereunder during the FY 2021-22 the Bank has transferred to the credit of theInvestor Education and Protection Fund ('IEPF') administered by the Central Government27588 number of equity shares and unpaid dividend amount of Rs. 1881000 which hadremained unclaimed/ unpaid for a period of seven (7) consecutive years.

CAPITAL RAISING & CAPITAL ADEQUACY RATIO (CAR)

During FY 2021 -22 the Bank has not raised any capital.

The Bank has not issued any equity shares with differential voting rights during theyear.

During the year under review the Bank has issued 47000 equity shares of face value Rs.2 each pursuant to the exercise of stock options aggregating to Rs. 94000/-.

Post allotment of aforesaid equity shares the issued subscribed and paid up sharecapital of the Bank stands at Rs. 50109905962 comprising of 25054952981 equityshares of Rs. 2 each as on March 31 2022.

Movement in Share Captial & Capital Adequacy Ratio (CAR)

(R. in million)
Share Capital As at March 31 2022 As at March 31 2021
Opening Share Capital 50109.81 25100.94
Addition due to exercise of Stock Option 0.09 -
Addition due to shares issued for QIP/FPO - 25008.87
Addition due to shares issued under Reconstruction scheme - -
Closing Share Capital 50109.90 50109.81

Capital Adequacy Ratio of your Bank stood at 17.4% as at March 31 2022 as compared to17.5% as at March 31 2021. CET-1 /Tier I Capital Ratio at 11.6% and Tier II Capital Ratiowas 5.8% as at March 31 2022.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulatedin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') is presented in a separate section forming part of the Annual Report.

RISK MANAGEMENT FRAMEWORK

The Bank's Enterprise Risk Management framework encompasses the following:

Risk Governance Framework: The Bank has implemented an Enterprise RiskGovernance framework to ensure non-silo based management and oversight of Risk. The Bank'sRisk Management philosophy is guided by the Three Lines of Defence:

- First Line of Defence-Business Management: Each business segment of the Bankhas risk ownership and is responsible for assessment and management of risks and has theoverall responsibility of the management and mitigation of the Risk. The segments arerequired to implement appropriate procedures to fulfil their risk governanceresponsibilities.

- Second Line of Defence-Independent functions: The Bank's independent oversightfunctions such as Risk Management Credit Underwriting Compliance Legal FraudContainment Unit etc. set standards for management and oversight of risks includingcompliance with applicable laws regulatory requirements and policies.

- Risk Management: Risk Management team reporting into the Chief Risk Officerestablishes policies and guidelines for risk assessment and management and contributes tocontrols and tools to manage measure and mitigate risks faced by the Bank. RiskManagement comprises units such as Enterprise Risk Market Risk Operational Risk LegalRisk Information Security Portfolio Analytics Retail SME & Rural Policy RiskSecretarial Unit etc which are responsible for independent review monitoring andreporting of all risk control parameters and taking appropriate corrective actions wherenecessary. These units also ensure compliance to internal policies and regulatoryguidelines.

- Credit Underwriting: The Credit Risk team reporting into the Chief Credit RiskOfficer ensures an independent assessment of credit proposals and is responsible formonitoring the credit quality of the Bank's portfolio and undertaking portfolio reviews.The Credit Risk team is a specialised function that is well staffed with individualshaving the necessary experience as well as skillsets to provide a balanced view of creditproposals to the sanctioning authorities.

- Compliance: The Compliance unit is responsible for tracking implementation ofall regulatory circulars/communication review of new products & processes fromregulatory perspective conducting compliance reviews to ensure adherence to regulatoryguidelines and monitoring progress in rectification of significant deficiencies (if any)pointed out by regulators in inspection reports as well as implementation ofrecommendations made therein. This ensures that the overall Compliance Risk of the Bank ismanaged and mitigated.

- FCU & AML: The Fraud Containment Unit (FCU) is responsible for preventionand detection of internal and external frauds in the areas of Liabilities Product andSupport functions. The unit conducts transaction monitoring forensic scrutiny employeeawareness trainings and vulnerability assessments to help achieve the said objective. TheAnti Money Laundering Unit (AML) is responsible for identifying and reporting ofsuspicious transactions and other regulatory reports such as Cash Transaction ReportCross Border Wire Transfer Report Not for Profit Organisation Transaction report etc. asprescribed under PMLA Act/Regulators across all Business segments of the Bank. The AMLunit is equipped with qualified trained and experienced staff which monitors varioustransactions undertaken by customers with a view to combat financial crimes and preventsmisuse of the accounts for money laundering.

- Third Line of Defence-The Bank's Internal Audit Department independentlyreviews activities of the first two lines of defence based on a risk-based audit plan andmethodology approved by the Audit Committee of the Board. Internal Audit Departmentprovides independent assurance to the Audit Committee of the Board top management andregulators regarding the effectiveness of the Bank's governance and controls frameworkdesigned for risk mitigation.

The Board of Directors of the Bank has overall responsibility for Risk Management. TheBoard oversees the Bank's Risk and related control environment reviews and approves thepolicies designed as part of overseeing the Risk Management practices. The Board ensuresthat comprehensive policies systems and controls are in place to identify monitor andmanage material risks at a Bank-wide level with clearly defined risk limits. The Boardhas laid down Risk Appetite Statement which articulates the quantum of risk the Bank iswilling and able to assume in its exposures and business activities in pursuit of itsstrategic objectives and desired returns. The Board has also established policiesgoverning risk management such as Credit Policy Asset Liability Management PolicyOperational Risk Management Policy Information Security Policy Enterprise RiskManagement Policy Group Risk Management Policy Model Risk & Governance Policy RiskBased Pricing Policy Stress Testing Policy etc. which establish the Risk AppetiteFramework within the overall Risk Appetite Statement.

The Board has put in place four Board level Committees which inter-alia pertain to RiskManagement viz. Risk Management Committee (RMC) Audit Committee (AC) Fraud WillfulDefaulters and Non Co-operative Borrowers Monitoring Committee (FWD & NCBMC) and BoardCredit Committee (BCC) to deal with risk management practices policies procedures and tohave adequate oversight on the risks faced by the Bank.

The Board Committees have set up various Executive level committees for oversight overspecific risks.

1. Apex Management Committee

2. Enterprise Risk Reputation Risk and Model Assessment Committee

3. Management Credit Committee

4. Executive Credit Committee

5. Asset & Liability Committee

6. Operational Risk Management Committee

7. Standing Committee on Customer Service

8. Fraud & Suspicious Transaction Monitoring Committee

9. Committee for Classification of Wilful Defaulters & Non-Cooperative Borrowers

10. Accountability Review Committee

11. Whistle Blower Disciplinary and Internal Committee

12. Steering Committee for IFRS (IndAS)

13. Product Process Approval Committee

14. IT Steering Committee

15. Security Council

16. Stressed Asset Monitoring Committee

17. Sustainability Council

18. Fraud Identification Committee

19. Governing Body for IBU (IFSC Banking Unit)

These Committees review various aspects / key risks and ensure that the best-in-classframeworks are in place to oversee day-to-day management of underlying businessactivities transactions and associated risks while dealing with internal and externalstakeholders. Further Risk events potential threats performance of the Bank vis-a-visRisk Limits and Risk Appetite Risk Profile dashboard covering key risk indicators etc.are presented to these Committees with periodic trends highlighted along with level anddirection of risk. The Bank also conducts a detailed Internal Capital Adequacy AssessmentPolicy ('ICAAP') review exercise at least on an annual basis to identify its Riskuniverse review its Risk appetite in line with its business strategy as well as assessits internal controls and mitigation measures in place for the risks and capitalrequirements. The ICAAP document is approved by the RMC and the Board.

Additionally in line with best Risk Governance practices the Bank has segregatedcredit underwriting and risk management verticals. The underwriting vertical consisting ofCredit Units is headed by the Chief Credit Risk Officer (CCRO) and the risk controls andpolicy vertical consisting of various independent control units is headed by the ChiefRisk Officer (CRO). The CRO reports to the Risk Management Committee while the CCROreports to the MD&CEO.

DEPOSITS

Being a banking company the disclosures required as per Rule 8(5)(v) & (vi) of theCompanies (Accounts) Rules 2014 read with Sections 73 and 74 of the Companies Act 2013are not applicable to your Bank.

AWARDS AND RECOGNITION

During the year under review the Bank was recognised in various ways/by variousinstitutions and some of the key awards presented to the Bank are listed below:

• Best Cash Management Project in India by the Asian Banker Banker's Choice Awards

• CIO Circle of Excellence by CNBC TV18

• Best ERP Integration Initiative-Global Transaction Banking Innovation Awards2021

• Most Innovative Transaction Banking Solution for Liquidity Management inCOVID-19-Global Transaction Banking Innovation Awards 2021

• Most Innovative Working Capital Solution in COVID-19-Global Transaction BankingInnovation Awards 2021

• Best Cloud Adoption in Medium Bank Category by IBA

• Best IT Risk Management and Cyber Security Initiatives in Medium Bank Categoryby IBA

• India Domestic Transaction Banking Initiative of the Year award organised byAsian Banking and Finance

Included in the 100 Best Emerging Market Performers Ranking for its ESG practices asassessed by V.E part of Moody's ESG Solutions

DIVERGENCE IN ASSET CLASSIFICATION AND PROVISIONING FOR NPAS

Based on the condition mentioned in RBI circular no disclosure on divergence in assetclassification and provisioning for NPAs is required with respect to RBI's supervisoryprocess for the year ended March 31 2021.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31 2022 the Bank had one wholly-owned subsidiary YES Securities (India)Limited ('YSIL').

During the year under review the Bank divested its 100% stake in YES Asset Management(India) Limited ('YAMIL') and YES Trustee Limited ('YTL') the wholly owned subsidiariesof the Bank to GPL Finance and Investments Ltd ("GPL") pursuant to sharepurchase agreement dated August 21 2020. White Oak Investment Management Pvt Ltd. owns99% of GPL. The ultimate beneficial owner of the GPL is Mr. Prashant Khemka who owns99.99% of the White Oak Investment Management Pvt Ltd.

Accordingly YAMIL and YTL ceased to be the Subsidiaries of the Bank effective fromNovember 1 2021.

The Bank does not have any material subsidiary associate and joint venture company.There were no entities which became the Bank's Subsidiaries associates or joint venturesduring the year.

Performance and Financial Position of YSIL is given in Management Discussion &Analysis which forms part of this Annual Report.

The brief details about business of the subsidiary is as under:

YES Securities (India) Limited (YSIL)

YES Securities (India) Limited (YSIL) offers retail HNI and corporate customers acomprehensive range of products and services encompassing Wealth Broking InvestmentAdvisory Investment Banking (including a dedicated

Sustainable Investment Banking practice) Merchant Banking Research and InstitutionalEquities services. YSIL is a SEBI registered Securities Broker holding membership ofNational Stock Exchange (NSE) Bombay Stock Exchange (BSE) Multi Commodity Exchange (MCX)& National Commodity & Derivatives Exchange (NCDEX). YSIL is also registered withSEBI as Category I Merchant Banker Investment Adviser Research Analyst as well asDepository Participant with CDSL.YSIL is also Sponsor & Investment manager to YSLAlternates Alpha plus Fund which is a SEBI registered Category III AIF.

The Consolidated Financial Statements of the Bank and its Subsidiary company for theFinancial Year ended March 31 2022 prepared in accordance with the requirement of Section129(3) of the Companies Act 2013 shall be laid before the ensuing AGM and it forms partof this Annual Report.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of Financial Statements of subsidiary company of the Bank inForm AOC-1 forms part of the Annual Report. The Financial Statements of the subsidiary ofthe Bank are available on the website of the Bank (www. yesbank.in). Financials of Bankand its subsidiary shall also be available for inspection by members or trustees of theholders of any debentures/bonds of the Bank at its Registered office.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Bank has implemented adequate procedures and internal controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Bank also ensures that internal controls are operatingeffectively. There is utmost attention accorded to Internal Financial Controls at boththe highest levels at Management as well as the Audit Committee of the Board. There is nomaterial weakness in the Bank's framework with respect to Internal Financial Controls overFinancial Reporting and the Bank shall continue to review its overall control framework onan ongoing basis to ensure robustness and effectiveness of its controls.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE BANK

There are no material changes and commitments affecting the financial position of theBank which has occurred between the end of the financial year of the Bank i.e. March 312022 and the date of the Directors' Report i.e. May 06 2022.

ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTH PANDEMIC FROM COVID-19

The outbreak of the COVID-19 pandemic had led to a nation-wide lockdown in April-May2020. This was followed by localised lockdowns in areas with a significant number ofCOVID-19 cases. In FY 2021-22 India witnessed two more waves of the COVID-19 pandemic andthe reimposition of localised/regional lock-down measures in certain parts of the country.Currently while the number of new COVID-19 cases have reduced significantly and theGovernment of India has withdrawn most of the COVID-19 related restrictions however theextent to which the COVID-19 pandemic will continue to impact the Bank's results willdepend on ongoing as well as future developments which are uncertain.

RATINGS OF VARIOUS DEBT INSTRUMENTS

The Credit Rating and change/revision in the Credit Ratings for various debtinstruments issued by the Bank from time to time are provided in the Corporate GovernanceReport forming part of the Annual Report.

LOANS GUARANTEES OR INVESTMENTS IN SECURITIES

Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantees given orsecurities provided or acquisition of securities by a Banking company in the ordinarycourse of its business are exempted from disclosure requirements under Section 134(3) (g)of the Companies Act 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no materially significant transactions with related parties includingdirectors key managerial personnel subsidiaries or relatives of the Directors during thefinancial year which could lead to a potential conflict of interest between the Bank andthese parties. The details of the transactions with related parties if any were placedbefore the Audit Committee from time to time. There were no material transactions enteredinto individually or taken together with the previous transactions during the financialyear with related parties which were not in the ordinary course of business of the Banknor were there any transactions with related parties which were not at arm's lengthbasis. Accordingly the disclosure in Form AOC-2 is not applicable to the Bank for theyear under review. Suitable disclosure as required by the Accounting Standards (AS-18) hasbeen made in the notes to the Financial Statements.

Prior omnibus approval for normal banking transactions is also obtained from the AuditCommittee for the related party transactions which are repetitive in nature as well as forthe normal banking transactions which cannot be foreseen and accordingly the requireddisclosures are made to the Committee for their approval.

The policy on dealing with Related Party Transactions as approved by the AuditCommittee and the Board of Directors is uploaded on the website of the Bank and can beaccessed at https://www.yesbank.in/pdf/policies_ pdf6.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the FY 2021 -22 the Bank co-opted Mr. Atul Malik and Ms. Rekha Murthy asNon-Executive Directors ('NEDs') with effect from August 30 2021 and Mr. Sharad Sharma asNED with effect from November 1 2021 in accordance with Clause 5 (5) of the Scheme readwith Memorandum and Articles of Association of the Bank.

Further pursuant to the powers conferred under sub-section (1) of Section 36AB of theBanking Regulation Act 1949 the Reserve Bank of India has vide its order dated March 172022 extended the term of appointment of Mr. Rama Subramaniam Gandhi and Mr. AnanthNarayan Gopalakrishnan as Additional Directors on the Board of the Bank for a period ofone-year w.e.f. March 26 2022 to March 25 2023 or till further orders whichever isearlier.

During the FY 2021-22 there have been no changes in the Directors and Key ManagerialPersonnel of the Bank other than the above.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the Scheme through which the existing Board has been constituted none ofthe Directors are designated as Independent Directors. Hence the Bank is not required toobtain declarations under Section 149(6) and 149(7) of the Companies Act 2013 andRegulation 16(1)(b) and Regulation 25(8) of the Listing Regulations.

However given the present composition of the Board wherein presently there are sixNon- Executive Directors viz. Mr. Sunil Mehta Mr. Mahesh Krishnamurti Mr. Atul BhedaMr. Atul Malik Ms. Rekha Murthy and Mr. Sharad

Sharma appointed/co-opted pursuant to the Scheme not holding any substantial interestin the share capital nor having any pecuniary relationship with the Bank and meet thecriteria of independence accordingly necessary declarations were obtained from themconfirming that they meet the criteria of independence as required under the relevantprovisions of Companies Act 2013 and Listing Regulations.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR

None of the Directors appointed under the Scheme are designated as IndependentDirectors therefore furnishing of the statement regarding opinion of the board withregard to integrity expertise and experience (including the proficiency) of theindependent directors is not applicable.

NUMBER OF MEETINGS OF THE BOARD AND IT'S VARIOUS COMMITTEES

The details of Meetings of Board and Committees held during the year attendance ofDirectors at the meetings and constitution of various Committees of the Board are includedseparately in the Corporate Governance Report which forms part of the Annual Report.

PERFORMANCE EVALUATION OF THE BOARD

The Bank has laid down criteria for performance evaluation of the Directors includingChairman Managing Director & CEO Board Level Committees and Board as a whole as wellas the evaluation process for the same in line with the provisions of the Companies Act2013 Listing Regulations and SEBI Guidance Note on the Board Evaluation dated January 052017. The present Board of Directors of the Bank was constituted in accordance with theScheme wherein two Board Members are the Additional Directors appointed by the RBIpursuant to Section 36AB of Banking Regulation Act 1949. As per the RBI letter No.DoR.PSBD.No. 325/16.05.004/ 2020-21 dated August 24 2020 Additional Directors appointedby RBI are not subject to performance evaluation and the SBI Nominee Directors also haveopted out from the process. Given the present composition of the Board under the Schemethe Bank was not required to mandatorily comply with the stipulated procedure ofPerformance Evaluation for FY 2021-22. However as a matter of good governance the Boardhas carried out

the Performance Evaluation of the Directors excluding the Additional Directorsappointed by RBI and the SBI Nominee Directors for the Financial Year 2021-22 in anappropriate manner. The Board has also carried out performance evaluation of Board asWhole and its Committees.

POLICY ON APPOINTMENT OF DIRECTORS

The Board of Directors of the Bank had formulated and adopted policy on "BoardDiversity and Fit & Proper Criteria and Succession Planning" for appointment ofDirectors on the Board of the Bank and succession planning. The details of the same havebeen included in the Report on Corporate Governance forming part of this Annual Report.

REMUNERATION POLICY

The Board of Directors of the Bank had formulated and adopted policies for Remunerationof Directors including the Chairman of the Bank. The details of the same are madeavailable on the Bank's website and can be accessed at https://www.yesbank.in/ pdf/board_kmp_sr_mgmt_remuneration_policy_pdf.

Further the Bank has a separate Total Rewards Policy articulated in line with relevantRBI guidelines which interalia deals with the Compensation & Benefits of the ManagingDirector & CEO and the Whole-time Directors.

EMPLOYEE REMUNERATION

(a) The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report. In terms ofSection 136 of the Companies Act 2013 the same would be available for inspection duringworking hours at the Registered Office of the Bank till the date of Annual GeneralMeeting. A copy of this statement may be obtained by the Members by writing to the CompanySecretary of the Bank.

(b) The ratio of the remuneration of each Director and employees of the Bank asrequired under the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as Annexure 1 to the Report.

EMPLOYEES STOCK OPTION SCHEME

Your Bank has instituted Stock Option Plans to enable its employees to participate inyour Bank's future growth and financial success. Your Bank provides its employees aplatform for participating in important decision making and instilling long termcommitment towards future growth of the Bank by way of rewarding them through StockOptions. In terms of Total Rewards Policy of the Bank employees are granted options aspart of Annual Performance Review process based on their performance as well as to ensuretheir retention and to hire the best talent for its senior management and key positions.The detailed disclosures as stipulated under Regulation 14 of the Securities and ExchangeBoard of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 ishosted on the website of the Bank at https://www.yesbank.in/about-us/corporate-governance.

CORPORATE GOVERNANCE

The Bank is committed to follow best Corporate Governance practices and adheres to theCorporate Governance requirements set by the Regulators under the applicablelaws/regulations. In line with the foregoing the Bank has adopted a Code of CorporateGovernance which acts as a guide to the Bank and the Board on the best practices in theCorporate Governance.

A separate section on Corporate Governance standards followed by the Bank and therelevant disclosures as stipulated under Listing Regulations Companies Act 2013 andrules made thereunder forms part of the Annual Report.

A Certificate from M/s. Bhandari & Associates Practicing Company Secretariesconforming compliance by the Bank to the conditions of Corporate Governance as stipulatedunder Listing Regulations is annexed to the Report on Corporate Governance which formspart of the Annual Report.

VIGIL MECHANISM /WHISTLE- BLOWER POLICY

In line with the provisions of Listing Regulations the Companies Act 2013 and theprinciples of good governance the Bank has devised and implemented a vigil mechanism inthe form of Rs.Whistle-Blower Policy'. The policy devised is also aligned to therecommendations of Protected Disclosure Scheme for Private Sector and Foreign Banksinstituted by RBI. Detailed information on the Vigil Mechanism of the Bank is provided inthe Report on the Corporate Governance which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Bank has constituted CorporateSocial Responsibility ('CSR') Committee and statutory disclosures with respect to the CSRCommittee and Annual Report on CSR Activities forms part of this Report as Annexure 2.The CSR Policy is available on the website of the Bank and can be accessed athttps://www.yesbank.in/ pdf/ybl_corporate_social_responsibility_policy.

AUDITORS & REPORTS OF THE AUDITORS

A. Statutory Auditors

In terms of the Guidelines issued by the Reserve Bank of India ('RBI') vide CircularNo. DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated April 27 2021 the Members of the Bank atthe 17th Annual General Meeting held on August 27 2021 had approved theamendment in the tenure and terms of appointment of M/s. M. P. Chitale & Co.Chartered Accountants (ICAI Firm Registration No. 101851W) to hold office from theconclusion of the Sixteenth Annual General Meeting until the conclusion of the NineteenthAnnual General Meeting of the Bank to be held in the year 2023 who shall act as JointAuditors of the Bank for the remainder of the revised term and also approved theappointment of M/s. Chokshi & Chokshi LLP Chartered Accountants (ICAI FirmRegistration No. 101872W/ W100045) as Joint Statutory Auditors of the Bank to hold officefrom the conclusion of the Seventeenth Annual General Meeting until the conclusion of theTwentieth Annual General Meeting of the Bank to be held in the year 2024 subject toapproval by RBI on an annual basis.

There were no qualifications reservation or adverse remarks made by the StatutoryAuditors in the Auditor's Report for Financial Year 2021 -22.

B. Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 M/s. Bhandari & AssociatesPracticing Company Secretaries Mumbai were appointed as Secretarial Auditors of the Bankto conduct the secretarial audit for the FY 2021-22. The Bank provided all assistance andfacilities to the Secretarial Auditors for conducting their audit. The Report ofSecretarial Auditors for the FY 2021-22 is annexed to this report as Annexure 3. Thereare no observations reservations or adverse remarks in the Secretarial Audit Report forFY 2021 -22.

MAINTENANCE OF COST RECORDS

Being a Banking Company the Bank is not required to maintain cost records as persub-section (1) of Section 148 of the Companies Act 2013.

REPORTING OF FRAUDS BY THE AUDITORS

During the Financial Year 2021-22 pursuant to Section 143(12) of the Companies Act2013 neither the Statutory Auditors nor the Secretarial Auditors of the Bank havereported any instances of frauds committed in the Bank by its officers or its employees.

BUSINESS RESPONSIBILITY REPORT

As stipulated in Listing Regulations the Business Responsibility Report describing theinitiatives undertaken by the Bank from environmental social and governance perspectiveis separately attached as part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Bank's operationin future.

DISCLOSURES UNDER GREEN INFRA BONDS

Green Bonds have emerged as a mainstream financing mechanism for providing structuredfinances to vital clean energy and are playing a pivotal role in realisation of India'srenewable energy potential. Since the maiden issuance by YES BANK the Green Bonds markethas witnessed a steady growth with isuuances of USD 6.8 billion in 2021 alone. Driven bythe commitment of mobilising USD 5 billion towards climate action by 2020 as taken duringParis Accord YES BANK has issued three green bonds:

• February 2015: YES BANK issued India's first-ever Green InfrastructureBonds raising an amount of Rs. 1000 crore. This 10 year tenor bond witnessed strongdemand from leading investors including Insurance companies Pension & ProvidentFunds Foreign Portfolio Investors New Pension Schemes and Mutual Funds

• August 2015: YES BANK raised Rs. 315 crore through the issue of GreenInfrastructure Bonds to International Finance Corporation on a private placement basiswhich is the first investment by IFC in an Emerging

Markets Green Bond issue in the world. The bonds are for a tenor of 10 years. IFC paidfor the placement using the proceeds from the first Green Masala Bond programme thataimed at raising capital in the offshore rupee market

• December 2016: YES BANK has raised Rs. 330 Crore through an issue of a7-year Green Infrastructure Bonds to FMO the Dutch Development Bank on a privateplacement basis. This is FMO's 1st investment in a Green Bond issued by a bankin India. FMO has paid for the placement using the proceeds from their sustainabilitybonds issued in 2015

The amount raised is used to finance Green Infrastructure Projects as per Rs.EligibleProjects' outlined in the Bank's internal guidelines that are in adherence to the GreenBond Principles (GBP). For FY 2021-22 KPMG India has provided limited assurance onconformity of the use of proceeds process for evaluation and selection of projectsmanagement of proceeds and reporting of these green bonds to GBP 2021.

The GBP are voluntary guidelines developed by the International Capital MarketsAssociation for broad use by the market that recommend transparency and disclosure andpromote integrity in the development of the Green Bond market. They have the followingfour key components and the bank showcases its adoption below:

• Use of Proceeds: The proceeds raised by the bank are used in eligibleproject categories and include all projects funded in whole or in part in the fields ofrenewable and clean energy projects including Wind Solar Biomass Hydropower and othersuch projects

• Process for Evaluation and Selection of Eligible Projects: The Bank'sprocess starts with interactions with potential borrowers to understand the overallaspects of the project and a preliminary confirmation against the eligibility criteria.The evaluation moves to risk assessment for confirmation of the eligibility post whichfurther documentation is sought as per the Bank's policies and GBP

• Management of Proceeds: Green Bond allocations to eligible projects aretracked by the Bank through an MIS based asset tagging system. The unallocated proceedsif any are placed in liquid instruments

• Reporting: The bank's communication to investors through an annual updateincludes:

- List of projects to which proceeds have been allocated to with brief descriptionincluding amounts disbursed installed capacity

- Summary of Environment and Social (E&S) impacts associated with projects if any

- Information on investment of unallocated proceeds in liquid instruments

Impacts

Through financing solar and wind power plants these bonds strengthen India's energysecurity while reducing fossil fuel dependency. These bonds have been crucial in financingclimate change mitigation with avoidance of emissions of CO2 SO2NOx and other air pollutants associated with fossil fuel based energy generation.Estimated CO2 emission reductions are shared along with project details.

List of projects against which green bonds proceeds have been allocated as on March 312022 is provided below: Proceeds Utilisation Against Bond Issuance Size

Sr. No Project Location Description Proceeds utilisation against Total Fund Based Utilisation Rs. Crore (as on March 31 2022) Estimated* positive E&S impacts-CO2 Emission Reduction (tCO2 / yr) Known significant negative E&S Impacts
1 Telangana 42 MW solar energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 114.50 65641.78 None
2 Karnataka 40 MW solar energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 131.59 77734.02 None
3 Telangana 48 MW solar energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 38.69 83571.28 None
4 Delhi NCR 3.26 MW rooftop solar installation across 9 locations Bond Issuance Size of Rs. 1000 crore (February 2015) 5.14 3444.26 None
5 Maharashtra 15 MW wind energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 3.46 22802.61 None
6 Maharashtra 10 MW wind energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 18.27 11061.00 None
7 Gujarat 8.75 MW wind energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 38.22 5862.66 None
8 Maharashtra 9 MW wind energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 2.81 14092.38 None
9 Andhra Pradesh & Rajasthan 105 MW wind energy project in Andhra Pradesh and 50.4 MW in Rajasthan Bond Issuance Size of Rs. 1000 crore (February 2015) 214.13 227522.41 None
10 Maharashtra 50 MW solar energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 171.86 92514.63 None
11 Rajasthan 300 MW solar energy project Bond Issuance Size of Rs. 1000 crore (February 2015) 261.33 699361.68 None
12 Gujarat 30 MW wind energy project Bond Issuance Size of Rs. 330 crore (December 2016) 33.41 52623.30 None
13 Maharashtra 6.25 MW wind energy project Bond Issuance Size of Rs. 330 crore (December 2016) 8.53 5761.79 None
14 Karnataka 9.6 MW wind energy project Bond Issuance Size of Rs. 330 crore (December 2016) 8.65 9820.41 None
15 Rajasthan 300 MW solar energy project Bond Issuance Size of Rs. 330 crore (December 2016) 2.23 701073.40 None

* The total CO2 emission reduction for individual projects have beencalculated based on the methodology outlined in the document Rs.CO2

Baseline Database for the Indian Power Sector User Guide Version 17.0 dated October2021' (published by the Central Electricity Authority of India) along with other relevantfactors such as project PLF/CUF estimates installed project capacity resultant annualunit generation etc.

The temporary unallocated proceeds (' 315 Cr of Rs. 315 Cr bond issued in August2015) are allocated in Government Securities and will be allocated back to eligibleprojects when available.

The assurance statement issued by KPMG India is attached herewith as Annexure 4

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made under Section 134(3) (m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 on the conservation of energytechnology absorption and Foreign exchange earnings and outgo are given as Annexure 5.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Bankhas placed a copy of the Annual Return in the prescribed Form MGT-7 as at March 31 2022on its website at https://www.yesbank.in/about-us/investors-relation/financial-information/ annual-reports.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that the Bank has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India SS-1 andSS-2 respectively relating to Meetings of the Board its Committees and the GeneralMeetings.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Bank has Zero tolerance towards any act on the part of any executive which may fallunder the ambit of Rs.Sexual Harassment' at workplace and is fully committed to uphold andmaintain the dignity of every women executive working in the Bank. The Policy regardingPrevention & Prohibition of Sexual Harassment at Workplace provides for protectionagainst sexual harassment of women at workplace and for prevention and redressal ofcomplaints. Also in its endeavour to spread awareness on the aforementioned policy andensure compliance by all the executives the Bank has implemented a plan of action todisseminate the information and train the executives on the policy under the ambit ofRs.Gender Respect and Commitment to Equality' (GRACE) programme.

The Bank has complied with provisions relating to the constitution of InternalCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (POSH).

Number of cases filed and their disposal under Section 22 of the POSH is as follows:

Particulars No. of Complaints
Number of complaints carried forward from last year 01
Number of complaints filed during the financial year 15
Number of complaints disposed of during the financial year 15
Number of complaints pending as on the end of the financial year 01*

*The case is being investigated within the stipulated timeline.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Bank at the end of the financial year and of theprofit of the Bank for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Bank and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Bankand that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors take this opportunity to express their deep and sincere gratitude to thecustomers of the Bank for their confidence and patronage as well as to the Reserve Bankof India Securities and Exchange Board of India Government of India and otherRegulatory Authorities for their cooperation support and guidance.

Your Directors would like to express a deep sense of appreciation for the commitmentshown by the employees in supporting the Bank. We would also like to thank all our valuedpartners vendors and stakeholders who have played a significant role in continuing tosupport the Bank.

For and on behalf of the Board of Directors

YES BANK LIMITED

Prashant Kumar Sunil Mehta
Place: Mumbai Managing Director & CEO Chairman
Date: May 06 2022 (DIN : 07562475) (DIN : 00065343)

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