|
TO,
THE MEMBERS,
Your Directors are pleased to present the Twenty Second Annual Report
on the business and operations of the Bank together with the audited financial statements
(standalone as well as consolidated) for the financial year ended March 31, 2026.
BUSINESS OVERVIEW
FY 202526 reflects a period of sustained progress and renewed
momentum for YES BANK, marked by stronger financial performance, improved balance sheet
resilience, accelerating growth and disciplined execution of strategic priorities. The
Bank continues to strengthen its core franchise through a consistent focus on high-quality
low-cost deposit book, maintaining best-in-class asset quality and improving it further,
and a more granular and diversified business mix.
The Directors are pleased to inform that the Bank delivered a robust
financial performance in FY 202526. Total deposits crossed `3 lakh crore, reflecting
strong traction in our granular deposit mobilization. As of March 31, 2026, Bank's
Advances book rose to `2,73,445 crore, up 11.1% over last year; aided by strong
disbursement momentum across all segments. Bank's Borrowings declined by 9.4%
year-on-year to `64,864 crore, driven by a sustained reduction in deposits placed in lieu
of Priority Sector Lending (PSL) shortfalls. The Bank continues to remain overall PSL
compliant, achieving NIL shortfalls across key subcategories through sustained organic
sourcing targeted interventions as well as purchase of priority sector lending
certificates.
Asset quality remains robust, supported by prudent underwriting
standards and disciplined portfolio management. Gross Non-Performing Assets and Net
Non-Performing Assets further improved to 1.3% and 0.2%, respectively as of March 31,
2026, and is amongst the lowest levels in the industry. The Advances portfolio reflects a
well-diversified and sustainable mix, with retail and commercial segments accounting for
over 72% of total advances, aligned with the Bank's strategy of building a granular
and resilient lending franchise.
These outcomes reflect the Bank's continued progress in
strengthening core operating performance, expanding its granular deposit franchise, and
enhancing overall balance sheet strength. The Bank delivered improved operating efficiency
and profitability during the year, with the cost-to-income ratio declining from 71.3% in
FY 202425 to 66.7% in FY 2025-26. Return on Assets (RoA) strengthened from 0.6% in
FY 2024-25 to 0.8% in FY 2025-26, exiting Q4 FY 2025-26 at 1.0%, marking an important
milestone in the Bank's performance trajectory.
Digital capabilities remain central to the Bank's operating model,
enabling enhanced customer experience, efficient product delivery, and scalable
operations. The Bank continues to maintain a strong presence across India's digital
payments ecosystem, including leadership positions in UPI, supported by investments in
technology, analytics, and automation.
During the year, the Bank continued to deepen its customer franchise
through targeted initiatives. To promote credit score awareness among retail customers,
the Bank launched a nationwide initiative called Score Kya Hua' which achieved
wide digital reach and helped significantly enhance credit score awareness among retail
customers. The Bank continued to scale its YES Business program and further strengthened
its MSME value proposition through the IRIS Biz platformthe Bank's dedicated
MSME appwhich offers integrated digital solutions such as simple digital onboarding,
unified account management, merchant tools, and quick access to collateral-free overdrafts
aimed at supporting growth and simplifying operations for entrepreneurs.
The Bank also expanded its role in the financial ecosystem through the
Frictionless Finance Accelerator, launched in partnership with the RBI Innovation Hub and
SPJIMR, to support fintech innovation across digital lending, payments, and financial
inclusion.
A significant development during the year was the induction of Sumitomo
Mitsui Banking Corporation (SMBC) as a strategic shareholder. As of March 31, 2026, SMBC
held a 24.9% stake in the Bank, becoming its largest shareholder, while State Bank of
India continues to be a major shareholder with holding of 10.8% equity stake in the Bank.
SMBC is part of Sumitomo Mitsui Financial Group (SMFG), one of the world's leading
financial institutions. This partnership is expected to strengthen the Bank's
capabilities in corporate banking, governance, risk management, cross-border business
opportunities and capital raising supporting its next phase of growth.
The Bank's progress during the year was also reflected in multiple
recognitions across sustainability, governance, and workplace culture. YES BANK achieved
the highest score among Indian banks in the S&P Global Corporate Sustainability
Assessment (CSA) 2025 and was included in the S&P Global Sustainability Yearbook 2026
for the fourth consecutive year. The Bank continued its inclusion in the FTSE4Good Index
Series. It was also recognised as a Great Place to Work? for the fourth consecutive year,
reflecting a strong, values-driven organisational culture.
These achievements are supported by continued investments in people,
leadership development, and organisational capability building. The Board places on record
its sincere appreciation for the leadership and contribution of Mr. Prashant Kumar, whose
focus on governance, discipline, and execution has been instrumental in strengthening the
Bank's foundation which carries a great momentum into the next phase of YES
BANK's journey.
The Bank remains focused on delivering sustainable growth through a
balanced business model, prudent risk management, and continued investment in technology
and customer engagement. Under the leadership of Mr. Vinay M. Tonse, YES BANK is well
positioned to build on the momentum achieved and create a resilient franchise that
delivers long-term value for its stakeholders.
Other Key Highlights during FY 2025-26 includes Credit Rating Upgrades
y Moody's upgraded the Bank's longterm issuer rating from Ba3 to Ba2
and to Ba1 in May 2026 with a Stable outlook. y CARE Ratings, ICRA, CRISIL,
and India Ratings upgraded the Bank's long-term ratings to AA- (from A+/A levels),
with a Stable outlook.
As a result, the Bank is now rated AA category by all domestic
credit rating agencies, reflecting its strengthened capital position, robust
governance, and improved business performance
Board & Senior Leadership Appointments include y Appointment of
Mr. Rajeev Veeravalli Kannan and Mr. Shinichiro Nishino as Non-Executive and
Non-Independent Directors (Nominee of SMBC). y Appointment of Mr. Shivakumar
Dega as
Non-Executive and Non-Independent Director (Nominee of Verventa
Holdings Limited/ Advent International). y Appointment of Mr. Anantharaman S
as the Chief Risk
Officer (April 2026)
Strategic Partnerships & Major Mandates
The Bank entered into multiple strategic partnerships, including
serving as the critical payment and banking partner for the Government of Tamil
Nadu's "Chennai One" super app, forming a bancassurance alliance with LIC
to offer life insurance solutions across its network and digital channels, being appointed
Custody Services Provider for the Food Corporation of India Contributory Provident Fund,
and collaborating with BharatPe to launch Credit on UPI through "Pay Later with
BharatPe."
Customer Propositions & Innovation y Launched YES Grandeur
Business, a premium enterprise banking suite offering enhanced business solutions,
digital tools, and operational benefits. y Introduced ACIC Launchpad
Early Startup Pitch Challenge, supporting entrepreneurs in AI, FinTech, AgriTech,
EdTech, Energy, and Data Analytics sectors. The Bank continued its efforts to strengthen
profitability, with the asset mix remaining well-diversified across businesses. As of FY
202526, the Advances Mix stood at
46% Retail, 26% Commercial Banking, and 28% Corporate
& Institutional Banking, reflecting a balanced portfolio
composition. On the liability side, the Bank maintained its focus on quality, granularity,
and cost efficiency, leveraging its branch network as the fulcrum of customer acquisition
and deposit mobilisation.
During the year, the Bank further accelerated its digital and
operational efficiency agenda, strengthening its presence across India's Digital
Public Infrastructure. YES BANK processed a significant share of national digital
transactions, holding a 57.5% share as the #1 UPI Payee PSP Bank and a 38.7%
share as the #2 UPI Payer PSP Bank. The Bank also maintained strong positions across
other payment rails, including AePS, NEFT, and IMPS, supported by over 1,500 API
integrations and seamless digital fulfilment across the IRIS and IRIS Biz platforms.
These efforts reflect the Bank's continued focus on innovation, scalability, and
execution excellence.
STATE OF THE AFFAIRS OF THE BANK
During the year, the Bank demonstrated steady progress across its
strategic priorities, supported by improved financial performance, a strengthened balance
sheet, and continued investments in digital capabilities, alongside a sustained focus
on responsible banking and ESG practices. The Bank maintained a disciplined approach
to profitable growth, focusing on a granular asset mix, enhanced liability franchise, and
prudent risk management.
Strengthened governance practices, robust risk management frameworks,
and a continued emphasis on transparency and accountability underpin the Bank's
operations. Investments in technology and process efficiencies have further strengthened
service delivery across channels.
The Bank remains well placed to build on the momentum achieved, aligned
with its long-term strategy of sustainable growth, while contributing meaningfully to
India's economic development and creating enduring value for its stakeholders.
BUSINESS OUTLOOK
As per the last Economic Survey, the world is in an environment of
elevated policy uncertainty and while growth is still holding up, it is becoming
increasingly fragile. A key source of risk is the ongoing conflict in West Asia,
which has disrupted major global supply chains, pushed up energy and freight costs, and
contributed to heightened volatility across global financial markets. These developments
have made the global growth environment more fragile, with trade flows and investment
sentiment experiencing periodic stress.
Thus far, India has not seen material impact of the crisis with growth
continuing to remain healthy and on the higher side and inflation being on the lower side,
though gradually inching up and amidst this, our fiscal book remains in order. This
implies that India is in a good position to absorb the shocks. The growth in the services
sector has sustained while consumption demand is likely to be supported by GST
rationalisation. Balance sheets of the financial institutions as well as that of corporate
sector remain healthy. The Union Budget has focused on scaling up domestic manufacturing
in several strategic sectors and this bodes well for India's growth trajectory. RBI
expects GDP growth for FY27 at 6.6%, implying India retains its position as the fastest
growing economy of the world. The outlook is also contingent on the performance of the
monsoon season, which remains a key determinant of rural demand, agricultural output, and
food inflation dynamics.
Inflation in FY27 is expected to rise, with the RBI projecting it to be
around 5.1%. With retail inflation remaining within the target corridor, the RBI is likely
to maintain its supportive monetary policy and keep liquidity in surplus. India's
banking sector enters FY27 from a position of strength, supported by multidecade low NPAs,
strong capital buffers, and healthy profitability to meet growing credit demand. The
inflation outlook carries emerging upside risks, with a spike to 5.9% expected in Q3 due
to potential El Ni?o related food supply pressures and energy price volatility. However,
core inflation, which averaged 3.4% in Q4 FY26, is projected to stay stable at 4.7%,
though demand-side pressures are seen to remain muted. While inflation remains within the
tolerance band, evolving fuel and food price trends, including weather-related disruptions
could pose near-term risks.
Digital transformation remains a powerful enabler across the financial
ecosystem. Accelerated adoption of AI, advanced analytics, and automation is enhancing
customer engagement, improving risk management accuracy, and driving operational
efficiencies, thereby supporting the sector's long-term competitiveness. That being
said, Data Security and Data Privacy remains the first lens while leveraging the
technology and artificial intelligence. The implementation of the Digital Personal Data
Protection (DPDP) Act further reinforces the focus on data governance, requiring
strengthened data protection frameworks, enhanced compliance mechanisms, and
accountability in handling customer information.
Going forward, the West Asia conflict with its implications for energy
markets, global logistics, and financial market volatility remains a significant external
risk. Having said, India's domestic macroeconomic fundamentals remain robust and
government's policy of significantly absorbing price shocks of global crude prices
should bode well for the economy in these crisis times. In this backdrop, the Bank remains
watchful of emerging risks and uncertainties, while continuing to adopt a prudent and
agile approach to navigate the evolving operating environment
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Bank. However, in line with the Group's strategic objectives, the
Bank initiated the transfer of its Demat undertaking under the Retail Division to YES
Securities (India) Limited (YSIL), a subsidiary, and has received NSDL approval for the
same.
FINANCIAL PERFORMANCE (STANDALONE)
( Rs. in million)
|
April 01, 2025 to March 31, 2026 |
April 01, 2024 to March 31, 2025 |
Change |
| Deposits |
3,189,694.45 |
2,845,251.33 |
344,443.12 |
| Borrowings |
648,635.68 |
716,029.68 |
-67,394.00 |
| Advances |
2,734,445.52 |
2,461,884.69 |
272,560.83 |
| Total Assets/Liabilities |
4,691,045.59 |
4,234,223.00 |
456,822.59 |
| Net Interest Income |
97,756.40 |
89,443.46 |
8,312.94 |
| Non-Interest Income |
67,593.39 |
58,568.63 |
9,024.76 |
| Operating Profit |
55,063.87 |
42,539.52 |
12,524.36 |
| Provisions and Contingencies |
9,123.92 |
10,856.06 |
-1,732.14 |
| Profit before Tax |
45,939.96 |
31,683.46 |
14,256.50 |
| Provision for taxes |
11,184.09 |
7,624.86 |
3,559.23 |
| Net Profit/(Loss) |
34,755.86 |
24,058.59 |
10,697.27 |
| Add: Surplus/(Deficit) brought forward from last period |
(75,964.69) |
(91,049.75) |
15,085.06 |
| Amount available for appropriation |
(41,208.83) |
(66,991.16) |
25,782.33 |
| Appropriations |
|
|
|
| Statutory Reserve under Section 17 of the Banking Regulation
Act, 1949 |
8,688.97 |
6,014.65 |
2,674.32 |
| Capital Reserve |
2,502.07 |
421.00 |
2,081.07 |
| Investment Reserve |
- |
- |
-431.92 |
| Investment Fluctuation Reserve |
- |
2,557.27 |
-2,557.27 |
| Transfer to Revenue and other Reserves |
393.33 |
(19.39) |
412.71 |
| Surplus carried to Balance Sheet |
(52,793.19) |
(75,964.69) |
23,171.50 |
| Key Performance Indicators |
|
|
|
| Net Interest Margin |
2.6% |
2.4% |
|
| Return on Annual Average Assets |
0.8% |
0.6% |
|
| Return on Equity |
7.0% |
5.2% |
|
| Cost to Income Ratio |
66.7% |
71.3% |
|
Net Profit for FY 2025-26 is Rs. 34,755.86 million as compared to
profit of Rs. 24,058.59 million for the FY 2024-25 higher by 44.5%. The Bank's
operating profit increased by 29.4% Y-o-Y on the back of NII and higher Non-Interest
Income.
Net Interest income (NII) of the Bank increased by 9.3% to Rs. 97,756.4
million during FY 2025-26 as compared to
` 89,443.46 million during FY 2024-25. The Net Interest Margin (NIM)
was 2.6% in FY 2025-26. Non-interest income consists of fee, trade income and gain on sale
of securities. Non-interest income increased by 15.4% from Rs. 58,568.63 million in FY
2024-25 to Rs. 67,593.39 million in FY 2025-26. Higher non-interest income and NII was
largely offset by higher operating expenditure.
Operating expenses increased by 4.6% from Rs. 1,05,472.6 million in FY
2024-25 to Rs. 1,10,285.9 million in FY 2025-26. The employee cost increased from Rs.
40,084 million in FY 2024-25 to Rs. 42,368.4 in FY 2025-26. Other operating cost increased
by 3.9% from Rs. 65,388.6 million in FY 2024-25 to Rs. 67,917.5 million in FY 2025-26.
Provisions and contingencies (excluding provision for taxes) decreased
by 16% from Rs. 10,856.06 million in FY 2024-25 to
` 9,123.92 million in FY 2025-26.
DIVIDEND
During FY 2025-26, the Bank has not declared any dividend on equity
shares.
TRANSFER TO RESERVES
As per requirement of RBI Regulations, the Bank has transferred the
following amounts to various reserves during Financial Year ended March 31, 2026:
| Amount transferred to |
Rs. in millions. |
| Statutory Reserve |
8,688.97 |
| Capital Reserve |
2,502.07 |
| Investment Fluctuation Reserve |
- |
TRANSFER OF EQUITY SHARES, UNPAID/ UNCLAIMED DIVIDEND TO THE INVESTOR
EDUCATION AND PROTECTION FUND
In accordance with the provisions of Section 124 and 125 of the
Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend which remains unpaid
or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend
Account shall be transferred by the company to the Investor Education and Protection Fund
("IEPF").
Further, the provisions of Section 124(6) of the Companies Act 2013,
read with the IEPF Rules mandates companies to transfer all shares in respect of which
dividend has not been paid or claimed for seven consecutive years or more to the
designated demat account of the IEPF Authority. The Members whose dividend/shares are
transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority
by following the procedure prescribed in the IEPF Rules.
In accordance with the said IEPF Rules, the Bank had sent notices to
all the concerned shareholders whose shares were due for transfer to the IEPF Authority
advising them to claim their unclaimed dividend and simultaneously, published newspaper
advertisement in this regard.
The details of dividend transferred to IEPF during the Financial Year
2025-26 are as under:
Financial Dividend Amount transferred Date of transfer Year declared on
to IEPF (in `) to IEPF
2017-18 June 12, 2018 32,56,006 July 23, 2025
SHARES TRANSFERRED/CREDITED TO IEPF
During the Financial Year 2025-26, the Bank transferred 2,90,386 Equity
Shares to IEPF corresponding to unclaimed dividend for the year 2017-18. The IEPF
Authority holds 6,38,563 Equity Shares in the Bank as at March 31, 2026.
CAPITAL RAISING & CAPITAL ADEQUACY RATIO ("CAR")
During the year ended March 31, 2026, the Bank has allotted: 25,641,735
Equity Shares (Previous year: 26,471,398 equity shares) of face value of Rs. 2 each
pursuant to the exercise of stock options by employees under the approved stock option
schemes.
Post allotment of aforesaid equity shares, the issued, subscribed and
paid up share capital of the Bank stands at
` 62,759,514,114 comprising of 31,379,757,057 equity shares of Rs. 2
each as at March 31, 2026.
The Bank has not issued any equity shares with differential voting
rights during the year.
MOVEMENT IN SHARE CAPITAL & CAPITAL ADEQUACY RATIO
("CAR")
Rs. in millions.
|
As at March 31, 2026 |
As at March 31, 2025 |
| Opening Share Capital and |
62,708.23 |
67,019.68 |
| Share Warrant |
|
|
| Addition due to exercise of share option |
51.28 |
52.94 |
| Addition due to shares issued on preferential basis |
- |
5,119.52 |
| Reduction due to exercise of |
- |
(9,483.92) |
| Share Warrants |
|
|
| Closing Share Capital |
62,759.51 |
62,708.23 |
CET-I ratio is at 13.8% and CRAR is at 15.3%. NNPA ratio significantly
improved at 0.2%.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review
as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") is presented in a separate section forming part of the
Annual Report.
RISK MANAGEMENT FRAMEWORK
The Bank has implemented an Enterprise Risk Governance framework to
ensure holistic management and oversight of Risk. The Bank's Risk Management
philosophy is guided by a strong governance framework basis the Three Lines of Defence as
detailed below:
First Line of Defence i.e. Business Segments: Each business segment
of the Bank has risk ownership and is responsible for assessment of risks along with
overall responsibility of the management and mitigation of the Risk. The segments are
required to implement appropriate procedures to fulfil these responsibilities.
Second Line of Defence i.e. Independent Control functions: The
Bank's independent Control functions, such as, Risk Management, Credit Underwriting,
Compliance etc. set standards for management and oversight of risks, including compliance
with applicable laws, regulatory requirements, and risk policies / frameworks.
Risk Management: Risk Management team reporting to the Chief Risk
Officer, establishes policies and frameworks for risk assessment and management along with
contribution to development of controls and tools to manage, measure and mitigate risks
faced by the Bank. Risk Management comprises units such as Enterprise Risk Management,
Wholesale Credit Risk & Policy, Retail Risk & Policy, Market Risk, Operational
Risk, Legal Risk, Information Security, Portfolio Analytics, Credit Risk Modelling Unit,
Model Validation Unit, Risk Rating Unit, Fraud Prevention & Investigation Unit, Fraud
Containment Unit, etc. which are responsible for independent review, monitoring and
reporting of various risk control parameters as well as taking appropriate corrective
actions wherever necessary in the corresponding risk domains. These Units act as
specialized function that is well staffed with individuals having the necessary experience
as well as skillsets to provide a balanced risk view for the various business activities
undertaken by the Bank.
Credit Underwriting: The Credit Risk underwriting team reporting to
the Chief Credit Risk Officer, ensures an independent assessment of credit proposals. The
Credit Risk underwriting team is a specialized function that is well staffed with
individuals having the necessary experience as well as skillsets to provide a balanced
view of credit proposals to the sanctioning authorities.
Compliance: The Compliance unit is responsible for tracking
implementation of all regulatory circulars/communication, review of new products &
processes from regulatory perspective, conducting compliance reviews to ensure adherence
to regulatory guidelines and monitoring progress in rectification of significant
deficiencies (if any) pointed out by regulators in inspection reports as well as
implementation of recommendations made therein. This ensures that the overall Compliance
Risk of the Bank is managed and mitigated.
Third Line of Defence: The Bank's Internal Audit Department
independently reviews activities of the first two lines of defence based on a risk-based
audit plan and methodology approved by the Audit Committee of the Board. Internal Audit
Department provides independent assurance to the Audit Committee of the Board, top
management and regulators regarding the effectiveness of the Bank's governance and
controls framework designed for risk mitigation.
The Board of Directors of the Bank has the overall responsibility for
Risk Management. The Board oversees the Bank's Risk & Control environment. The
Board also reviews and approves the policies designed as part of overseeing the Risk
Management practices. In this regard, the Board:
Ensures that comprehensive policies, systems and controls are in place
to identify, monitor and manage material risks at a Bank-wide level, with clearly defined
risk limits.
Lays down Risk Appetite Statement which articulates the quantum of
risk, the Bank is willing and able to assume in its exposures and business activities in
pursuit of its strategic objectives and desired returns.
Establishes policies governing various aspects of risk management, such
as, ICAAP Policy, Enterprise Risk Management Policy, Group Risk Management Policy, Credit
Policy, Asset Liability Management Policy, Operational Risk Management Policy, Information
Security Policy, Model Risk & Governance Policy, etc. which lay down the control
framework within the overall Risk Appetite Statement.
The Board has put in place five Board level Committees which inter-alia
pertain to Risk Management, viz. Risk Management Committee ("RMC"), Audit
Committee of the Board ("ACB"), Special Committee of the Board for Monitoring
and Follow-up of Frauds (SCBMF'), Review Committee for Classification and
Declaration of Wilful Defaulters ("Review Committee") and Board Credit Committee
("BCC"), to deal with the risk management practices, policies, procedures and to
have adequate oversight on the risks faced by the Bank.
The Board and its Committees have in turn set up various Executive
Level Committees for oversight over specific risks. Some of the Key committees are as
below:
1. Apex Management Committee
2. Enterprise Risk Management Committee
3. Governing Body for IBU (IFSC Banking Unit)
4. Management Credit Committee
5. Executive Credit Committee
6. Asset & Liability Management Committee
7. Investment Committee
8. Operational Risk Management Committee
9. Model Assessment Committee
10. Standing Committee on Customer Service
11. Fraud & Suspicious Transaction Monitoring Committee 12.
Accountability Review Committee 13. Whistle Blower Committee 14. Disciplinary Committee
15. Steering Committee for IFRS (IndAS) 16. Product Process Approval Committee 17. IT
Steering Committee 18. Security Council 19. Sustainability Council 20. Fraud
Identification Committee 21. Executive Committee for Related Party Transactions RPT
("Executive Committee") 22. Provisioning Review Committee (PRC)
These Committees review various aspects / key risks and ensure that the
best-in-class frameworks are in place to oversee day-to-day management of underlying
business activities, transactions and associated risks while dealing with internal and
external stakeholders. Further, Risk events, potential threats, performance of the Bank
vis-?-vis Risk appetite and Limits, Risk Profile dashboard covering key risk indicators,
etc. are presented to these Committees, with periodic trends highlighted along with level
and direction of risk.
Additionally, in line with best Risk Governance practices, the Bank has
independent credit underwriting and risk management verticals. The underwriting vertical
consisting of Credit Units is headed by the Chief Credit Risk Officer ("CCRO")
and the risk controls and policy vertical consisting of various independent control units
is headed by the Chief Risk Officer ("CRO"). The CRO reports to the Risk
Management Committee of the Board while the CCRO reports to the Managing Director &
Chief Executive Officer, also accountable to Board Credit Committee.
The Bank also conducts a detailed Internal Capital Adequacy Assessment
Process (ICAAP') review exercise, approved by the Board, at least on an annual
basis to identify its Risk universe, review its Risk appetite in line with the business
strategy and also assess its internal controls and mitigation measures in place for its
risks and capital requirements.
DEPOSITS
Being a banking company, the disclosures required as per Rule 8(5)(v)
and (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74 of the
Companies Act, 2013 are not applicable to your Bank.
AWARDS AND RECOGNITION
During the year under review, the Bank received several accolades and
recognitions from credible industry bodies and organisations.
Some of the key awards won in FY 2025-26: Business Excellence &
Market Recognition
I. YES BANK received the Special Mention Award in Fraud Prevention and
Grievance Management category at the Digital Payments Awards 2025 II. YES BANK included in
NIFTY BANK Index effective 31 December 2025 III. YES BANK honoured by BSE as a Top
Performer in Custodian Clearing
IV. YES BANK won the Innovative Bank of the Year 2024-25 award for its
innovative approach in the bullion industry at the India Gold Conference 2025 V. YES BANK
won Best Bank for Creating Awareness (Winner) and Best MSME Bank (Runner-Up) by the
Chamber of Indian Micro, Small and Medium Enterprises (CIMSME) at the MSME Banking
Excellence Awards 2025 VI. YES BANK received the Excellence in Fraud Awareness and
Education Program Award at the Credit and Fraud Risk Summit by Krypton Group VII. YES BANK
won the award for Best Digital Learning Strategy of the Year at the 21st Future of
Learning & Development Summit & Awards 2025 by UBS Forums VIII. YES BANK awarded
with Promising Data Quality Improvement Bank at the Data Excellence Award by CRIF India
IX. YES BANK awarded for Exceptional Support at the silver jubilee celebration of Credit
Guarantee Fund Micro and Small Enterprises (CGTMSE India) X. YES BANK's Supply Chain
Finance was honoured at the Bharat Fintech Summit 2026 in the Digital Innovation in Bank
MSME/SCF category XI. YES BANK has been recognised as a Silver Awardee among
Private Sector Banks at the Institute of Chartered Accountants of India (ICAI) Awards for
Excellence in Financial Reporting 202425 XII. YES BANK recognised as Top Arranger
Investors' Choice by Asset Benchmark Research (ABR) in its 2025 Survey Best
of the Sellside. The Bank secured 1st Place in Government Bonds (Primary Issues) and 2nd
Place in Corporate Bonds (Primary Issues)
Workplace Excellence & Culture
I. YES BANK has been recognised by the Great Place to Work? Institute
with the following honours: o Great Place to Work? Certified for the fourth consecutive
year o India's Best Workplaces in Banks 2025 o India's Top 50 Best
Workplaces in BFSI 2025 II. YES BANK won the prestigious People Matters Awards for
Learning Impact on Business Transformation III. YES BANK won Gold Award for Exceptional
Employee Experience Design at the #PMInfiniTAwards by People Matters
Brand & Marketing
I. YES BANK achieves YouTube Silver Button for surpassing 100K
subscribers II. YES BANK won Silver in the Best Use of Marketing Technology category at
Discover Martech 2026 III. YES BANK won Gold in the Innovative Email Marketing category at
14th ACEF Global Customer Engagement Summit and Awards IV. YES BANK won the award for Best
Performance Marketing Campaign for Credit Card at ASSOCHAM Branding & Marketing
Conclave
Sustainability & Community Impact
I. YES Foundation received Brandon Hall Group Gold Award for Best
Initiatives in Philanthropy and Corporate Giving II. YES Foundation received the
prestigious Mahatma Award for Partnership & Impact 2025 III. YES Foundation received
ET Now Champions of CSR Award for outstanding commitment towards corporate social
responsibility IV. YES BANK achieved a score of 79 out of 100, emerging as India's
top-rated bank in the S&P Global Corporate Sustainability Assessment (CSA) 2025. This
marks the Bank's fourth consecutive year of inclusion in the S&P Global Sustainability
Yearbook 2026, placing it among the top 15% of global banking leaders and as the sole
Indian bank among high-performing Indian companies in the Yearbook.
DIVERGENCE IN ASSET CLASSIFICATION AND PROVISIONING FOR NPAs
In terms of the Reserve Bank of India (Commercial Banks
Financial Statements: Presentation & Disclosures) Directions 2025, and amendments
thereto, banks are required to disclose the divergences in asset classification and
provisioning consequent to RBI's annual supervisory process in their notes to
accounts to the financial statements, wherever either or both of the following conditions
are satisfied: (a) the additional provisioning for NPAs assessed by RBI exceeds 5 per cent
of the reported profit before provisions and contingencies for the reference period and
(b) the additional Gross NPAs identified by RBI exceed 5 per cent of the reported
incremental Gross NPAs for the reference period.
Based on the condition mentioned in RBI circular, no disclosure on
divergence in asset classification and provisioning for NPAs is required with respect to
RBI's supervisory process for FY2025 and FY2024.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS
As at March 31, 2026, the Bank had one subsidiary i.e. YES Securities
(India) Limited ("YSIL").
The Bank does not have any associate and joint venture company. There
were no entities which became or ceased to be the Bank's subsidiaries, associates or
joint ventures during the year.
Performance and Financial Position of YSIL is given in Management
Discussion & Analysis Report which forms part of this Annual Report.
The brief details about business of the subsidiary company are as
under:
YSIL is a subsidiary of the Bank that completed thirteenth year of its
operation in FY 2025-26.
YSIL is a full-scale capital markets intermediary offering individual
and institutional customers a comprehensive range of products and services encompassing
retail broking and institutional broking.
YSIL is registered with the Securities and Exchange Board of India
("SEBI") as a stockbroker holding membership of the National Stock Exchange of
India Limited ("NSE"), BSE Limited ("BSE") and Multi Commodity
Exchange of India ("MCX").
YSIL is also registered with SEBI as an Investment Adviser, Research
Analyst as well as Depository Participant with Central Depository Services Limited
("CDSL") and National Securities Depository Limited ("NSDL"). YSIL is
Sponsor & Investment Manager of YSL Alternates which are registered with SEBI as
Category III Alternative Investment Funds. YSIL is also registered with Association of
Mutual Funds of India and the Association of Portfolio Managers in India for distribution
of Mutual Fund and third-party PMS Products.
During the year, YSIL has obtained the license from Insurance
Regulatory Authority of India ("IRDAI") for distribution of insurance products
as a Corporate Agent.
During the year, as a part of group's strategic objectives and
with a view to enhance customer service, the Bank has initiated the process of transfer of
its Demat Undertaking under the Retail Division to its Subsidiary, YSIL, which is
currently under process.
During the year, approval of the Reserve Bank of India
("RBI") was accorded to YSIL for distributing/providing referral of liability
and loan products of YES BANK Limited only on non-risk participation basis.
During the year, approval of the Reserve Bank of India
("RBI") was accorded for undertaking Fund Management Activity (FMA) at Gujarat
International Finance Tech-City
International Financial Services Centre (GIFT-IFSC) and starting
operations at Abu Dhabi Global Market (ADGM) by YSIL. Pursuant to RBI's approval,
YSIL is in the process of filing applications with the regulatory authorities in order to
register and commence operations at GIFT-IFSC and ADGM.
During the year, National Commodity & Derivatives Exchange Limited
("NCDEX") has approved YSIL's application for surrender of its membership.
Accordingly, YSIL ceased to be member of NCDEX and National Commodity Clearing Limited
("NCCL").
The Consolidated Financial Statements of the Bank for the Financial
Year ended March 31, 2026 prepared in accordance with the requirement of Section 129(3) of
the Companies Act, 2013 shall be laid at the ensuing AGM and it forms part of this Annual
Report.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of Financial Statements of Subsidiary
Company of the Bank is provided in Form AOC-1 which forms part of the Annual Report.
The Financial Statements of the Subsidiary Company of the Bank are made
available on the website of the Bank at weblink
https://www.yes.bank.in/about-us/investors-relation/ financial-information/annual-reports.
The Financial Statements of the Bank and its Subsidiary Company shall also be available
for inspection by members or trustees of the holders 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 provide reasonable assurance regarding reliability of financial reporting and
preparation of financial statements. The Bank also ensures that internal controls are
operating effectively. There is utmost attention accorded to Internal Financial Controls
at both, the highest levels at Management as well as the Audit Committee of the Board.
There is no material weakness in the Bank's framework with respect to Internal
Financial Controls over Financial Reporting and the Bank shall continue to review its
overall control framework on an 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 the Bank which has occurred between the end of the financial year of the Bank
i.e. March 31, 2026 and the date of the Directors' Report i.e. May 15, 2026.
RATINGS OF VARIOUS DEBT INSTRUMENTS
The Credit Rating and change/revision in the Credit Ratings for various
debt instruments issued by the Bank from time to time are provided in the Corporate
Governance Report 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 or securities provided or acquisition of securities by a Banking company
in the ordinary course of its business are exempted from disclosure requirements under
Section 134(3) (g) of the Companies Act, 2013.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES1
During the year, the Bank has entered into transactions with the
related parties in the ordinary course of business, except the following transactions with
YES Securities (India) Limited (subsidiary of the Bank), for which necessary approvals
were taken from the Board of Directors:
Transfer of Bank's Demat Undertaking under the retail division
(Specified Demat Undertaking') to YES Securities (India) Limited.
The Bank has not entered into any materially significant transactions
with the related parties including Directors, Key Managerial Personnel, Subsidiaries or
Relatives of the Directors, which could lead to a potential conflict of interest. The
details of the transactions with related parties, were placed before the Audit Committee
of the Board of the Bank from time to time. There were no material individual transactions
required to be reported under Section 188(1) of the Companies Act, 2013, in e-form AOC-2.
Suitable disclosure as required by the Accounting Standards (AS-18) and the RBI Master
Direction on Financial Statements- Presentation and Disclosure (last updated on April 1,
2026) have been made in the notes to the Financial Statements. Further, the Bank has
submitted with the Stock Exchanges and also published on the Bank's website
disclosure on Related Party Transactions, drawn in accordance with applicable requirements
of Regulation 23(9) of Listing Regulations for the half year ended September 30, 2025 and
March 31, 2026 respectively.
To further strengthen its governance framework, the Bank has engaged an
external professional firm to carry out an independent assessment of related party
transactions. The external review report is presented to the Audit Committee of the Board
on a quarterly basis for its oversight and consideration.
The Board of Directors have formulated a Policy on dealing with Related
Party Transactions pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations. The same is displayed on the website of the Bank at https://www.yes.
bank.in/pdf?name=policies_pdf6.pdf
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on the date of this Report, the Board of Directors of the Bank
comprises of Fourteen (14) Directors with an optimum combination of Executive and
Non-Executive Directors. The appointments on the Board of Directors of the Bank are
governed by the provisions of the Companies Act, 2013, Listing Regulations, the Banking
Regulation Act, 1949 and the rules, guidelines and circulars issued by the RBI from time
to time. Further, Ms. Shweta Jalan (DIN: 00291675), Non-Executive and Non Independent
Director; Nominee of Verventa Holdings Limited vide her letter dated June 26, 2025, had
submitted her resignation as a Director on the Board of the Bank on account of her other
professional and work commitments, effective upon noting of her resignation by the Board
at its Meeting held on June 27, 2025. Subsequently, after noting of the resignation of Ms.
Shweta Jalan and pursuant to the recommendation of Nomination and Remuneration Committee
(N&RC), the Board of Directors of the Bank at its meeting held on June 27, 2025, had
approved the appointment of Mr. Shivakumar Dega (DIN: 00364444) as an Additional Director
(Non-Executive and Non-Independent Director, Liable to retire by rotation) (Nominee of
Verventa Holdings Limited) on the Board of the Bank, effective upon his appointment
approved by the Board at its Meeting held on June 27, 2025 and the said appointment was
approved by the Shareholder at the 21st AGM of the Bank held on August 21, 2025. Pursuant
to the recommendation of N&RC and approval of Board in its meeting held on May 13,
2025 and May 14, 2025 respectively and application submitted to Reserve Bank of India
(RBI), RBI vide its letter dated June 12, 2025 had approved the extension of tenure of Mr.
Prashant Kumar as the Managing Director and Chief Executive Officer of the Bank ("MD
& CEO"). The Members of the Bank at the 21st AGM also approved the extension of
tenure i.e. re-appointment of Mr. Prashant Kumar (DIN - 07562475) as MD & CEO for the
period from October 06, 2025 to April 05, 2026.
Further, Mr. Sandeep Tewari (DIN: 09623300), Nominee Director of State
Bank of India (Non-Executive and
Non-Independent Director); ceased to be a Director on the Board of the
Bank on September 17, 2025 pursuant to his resignation due to his other professional
endeavors.
Further, pursuant to recommendation of N&RC on September 11, 2025,
the Board of Directors approved the appointment of Mr. Shinichiro Nishino (DIN: 11290100)
and Mr. Rajeev Veeravalli Kannan (DIN: 01973006) as Additional Directors, Non-Executive
and Non-Independent Directors (Nominees of Sumitomo Mitsui Banking Corporation (SMBC))
(the "SMBC Nominee Directors"), liable to retire by rotation, on September 18,
2025 and the said appointment was also approved by shareholders through Postal Ballot
process on October 24, 2025.
Pursuant to recommendation and approval of N&RC and the Board in
its meeting held on June 27, 2025 and approval from RBI vide its letter dated September
01, 2025 Mr. Rama Subramaniam Gandhi (DIN - 03341633) was reappointed as the Part Time
Chairman (PTC) of the Bank for a period from September 20, 2025 to May 13, 2027 and the
said reappointment was approved by the shareholders through Postal Ballot process on
October 24, 2025.
Further, Mr. Prashant Kumar (DIN - 07562475) the MD & CEO of the
Bank, ceased to be the Director, pursuant to completion of his tenure on April 05, 2026.
Further, the Board of the Bank at its meeting held on December 16,
2025, basis recommendation of N&RC on December 16, 2025, had recommended to the
Reserve Bank of India (RBI) for its approval, candidature of Mr. Vinay M. Tonse (DIN -
06695367) for the position of MD&CEO of the Bank for a period of 3 years. RBI vide its
letter dated February 03, 2026 had approved the appointment of Mr. Vinay M. Tonse as
MD&CEO of the Bank for a period of three (3) years, with effect from the date of
taking charge, which shall not be later than April 06, 2026. Mr. Vinay M. Tonse took
charge as the MD & CEO of the Bank w.e.f. April 06, 2026 after Mr. Prashant Kumar
demitted the office as the MD & CEO of the Bank on April 05, 2026. The said
appointment of Mr. Vinay M. Tonse was also approved by shareholders through Postal Ballot
process on April 24, 2026.
Further, in order to facilitate smooth transition and to familiarize
with the business and operations of the Bank, the Board of the Bank, basis the
recommendation of the N&RC of the Bank, on March 06, 2026 also approved the
appointment of Mr. Vinay M. Tonse as MD & CEO (Designate) of the Bank effective from
March 12, 2026 till the day preceding he formally takes charge as MD & CEO of the Bank
i.e. from March 12, 2026 to April 05, 2026 (both days inclusive).
RBI vide its letter dated January 21, 2026 had approved reappointment
of Dr. Rajan Pental, as Executive Director ("ED") of the Bank for a further
period of 6 months with effect from February 02, 2026 up to July 31, 2026 and the said
appointment was also approved by shareholders through Postal Ballot process on April 24,
2026.
KEY MANAGERIAL PERSONNEL OF THE BANK:
As on the date of this Report, following are the Key Managerial
Personnel of the Bank in terms of the provision of Section 203(1) read with Section 2(51)
of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
(i) Mr. Vinay M. Tonse, Managing Director & Chief Executive Officer;
(ii) Dr. Rajan Pental, Executive Director; (iii) Mr. Manish Jain, Executive Director; (iv)
Mr. Niranjan Banodkar, Chief Financial Officer; and (v) Mr. Sanjay Abhyankar, Company
Secretary.
There has been a change in the Key Managerial Personnel of the Bank i.e
Mr. Vinay M. Tonse has been appointed as Managing Director and Chief Executive Officer
w.e.f April 06, 2026 in place of Mr. Prashant Kumar who demitted the office as the MD
& CEO of the Bank on April 05, 2026.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Bank has received necessary declarations from each Independent
Director under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation
16(1)(b) and Regulation 25(8) of the Listing Regulations, that they meet the criteria of
independence laid down thereunder. The Board has assessed the veracity of the
confirmations submitted by the Independent Directors, as required under Regulation 25(9)
of the Listing Regulations.
During the year, there has been no change in the circumstances
affecting their status as Independent Directors of the Bank and that they are not debarred
from holding the office of director under any SEBI order or any other such authority.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
In the opinion of the Board, the Independent Directors are persons of
integrity and possess the requisite experience, expertise and proficiency required under
all applicable laws and the policies of the Bank.
NUMBER OF MEETINGS OF THE BOARD AND IT'S VARIOUS COMMITTEES
The details of Meetings of Board and Committees held during the year,
attendance of Directors at the meetings and constitution of various Committees of the
Board are included separately in the Corporate Governance Report, which forms part of the
Annual Report.
PERFORMANCE EVALUATION OF THE BOARD1
The Bank has in place duly approved performance evaluation framework
for evaluation of the Directors including Managing Director & CEO, Executive
Director(s), Chairperson of the Board, Board and Board Level Committees.
In line with the provisions of the Companies Act, 2013 and Listing
Regulations and as per the performance evaluation framework, the Board has internally
carried out the performance evaluation of the Directors including Chairman, erstwhile
Managing Director & CEO, Executive Director(s), Board Level Committees and Board as a
whole for the FY 2025-26.
The evaluation of the individual members of the Board (including the
Chairman, erstwhile Managing Director & CEO and Executive Director(s)), was carried
out through online questionnaires circulated to the respective Directors. Based on the
responses received on the questionnaire from the Directors, the Independent Directors at
their meeting held on April 18, 2026, assessed and reviewed the performance of
Non-Independent Directors, Chairman, erstwhile Managing Director & CEO, Executive
Directors and subsequently the Board at its meeting held on April 18, 2026, assessed and
reviewed the performance of all Directors, including Chairman, erstwhile Managing Director
& CEO, Executive Directors.
The evaluation of the Board Level Committee(s) was carried out by the
Board of Directors at its meeting held on April 18, 2026, based on the self-assessment
done by the respective Board Level Committee(s).
The evaluation of the Board as a whole and the Board Level Committee(s)
was discussed by the Independent Directors and Board of Directors at its respective
meetings held on April 18, 2026 and later concluded submission of ratings/comments through
online survey tool, by assessment on parameters viz. related to roles, responsibilities
and obligations of the Board, relevance of Board / Board Committee discussions, attention
to strategic issues, performance on key areas, providing feedback to executive management
and assessing the quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board / Board Committees to effectively
and reasonably perform their duties.
The said questionnaires / evaluation criteria towards conduct of
performance evaluation for FY 2025-26, included the following:
i. Individual Directors Attendance in Board/Board Level
Committee Meetings, active participation and contribution during meetings, Engagement in
Informal discussion outside the Board Room, Updation of Knowledge and insight brought to
the Board/Board Level Committee(s) Meetings.
ii. MD&CEO and Executive Directors Performance of the
Bank, Recognition and awards to the Bank, Leadership, Attendance at the Meetings,
Participation and Contribution, Responsibility towards Stakeholders, Contribution in
Strategic Planning, Compliance and Governance, Customer Grievance Redressal, Financial
Inclusion, Personal Attributes, Performance evaluation of the Management and Updation of
Knowledge.
iii. Chairman Attendance at the Meetings, Participation
and contribution, Responsibility towards Stakeholders, Contribution in Strategic planning,
Compliance and Governance, Relationship with other Board Members/ Senior Management,
Leadership, Relationships and Communications, Conduct of Meeting and Managing Dissent.
iv. Board Strengths and Limitations of the Board, Board
Relationships and Dynamics, Board Composition and Quality, Board Meetings, Information
Flow and Agenda, Strategy and Business Performance, Talent Management and Succession
Planning, Risk Management, Continuous Development, Committees of the Board, Stakeholder
Value and Responsibility and Top Strategic Priorities for the Bank.
v. Committees Composition, frequency and duration of
Committee meetings, trust of the Board, specific functions of the Committee, Role and
effectiveness of the Committees.
The performance evaluation process for FY 2025-26 conducted internally,
was completed to the satisfaction of the Board. The outcome of the evaluation portrayed
Board Members confidence in the strength of the well-diversified Board, cohesiveness
amongst the Board Members, vision and active participation of the Board Members,
forward-looking and effective nature of the Board, trust in the recommendation of the
Board Level Committees and updates provided to enable Board Members to discharge their
responsibilities and fiduciary duties.
The feedback from the performance evaluation was shared with respective
Directors, Board and Board Level Committees for further action. The Board of Directors
identified a set of key actionable priorities aimed at further strengthening governance
practices, enhancing strategic and operational oversight, and supporting the
organisation's continued effectiveness and long-term sustainability. Accordingly, the
implementation and conclusion of Performance evaluation for FY 2025-26 in compliance to
the Performance Evaluation Framework was reviewed and noted by the Nomination and
Remuneration Committee at its meeting held on May 15, 2026.
POLICY ON APPOINTMENT OF DIRECTORS
The Board of Directors of the Bank had formulated and adopted policy on
"Board Diversity and Fit & Proper Criteria and Succession Planning" for
appointment of Directors on the Board of the Bank and succession planning. The details of
the same have been included in the Report on Corporate Governance forming part of this
Annual Report.
REMUNERATION POLICY1
The Board of Directors of the Bank had formulated and adopted
Remuneration Policy (earlier Board Remuneration Policy) relating to the remuneration for
the Directors including Chairperson, Key Managerial Personnel and other Employees which
now also incorporates the key elements of the Total Rewards Policy. Further, the Bank has
a separate detailed Total Rewards Policy articulated in line with relevant RBI guidelines
which inter-alia deals with the Compensation & Benefits of the Managing Director &
CEO and the Whole-time Directors.
The details of the Remuneration Policy is made available on the
Bank's website and can be accessed at https://
www.yes.bank.in/pdf?name=board_kmp_sr_mgmt_ remuneration_policy_pdf.pdf
Salient Features of Remuneration Policy are as follows:
1. Composition of Compensation a. Fixed Pay: The Fixed pay
is primarily determined by taking into account factors such as role, job size, experience,
location, market competitiveness of pay and regulatory requirements etc. The Fixed pay
includes Basic Salary, House Rent Allowance and other allowances (Conveyance, Leave Travel
etc.) along with monetary value of Benefits like Medical Insurance, Life Insurance, club
membership, Car Lease etc. and retirals like PF and Gratuity. Monetary value of benefits
includes all perquisites that are reimbursable up to a ceiling.
b. Variable Pay: Variable Pay is a compensation element which is
linked to Organizational Performance, Business Unit Performance and Individual
Performance. Variable Pay Program rewards employees on both short term and long-term
basis. The Variable Pay program at YES BANK is aligned with regulatory guidelines. There
is a direct correlation between the quantum of Variable Pay and level of risk exposure and
level of an employee in the organization.
c. Employee Stock Options Plan or other Share Linked Instrument: The
ESOP scheme at YES BANK is a share linked instrument and its objective is to attract and
retain talent. The ESOP schemes at YES BANK are in accordance with the provisions of SEBI
Regulations and other applicable regulations. The schemes are approved by the Nomination
& Remuneration Committee (N&RC), Board of Directors (BoD) and Shareholders. The
schemes include terms and conditions for grant/vesting/exercise of options. The ESOPs
grants are recommended for select employees across grades in consultation with Business
Unit Head, HCM and MD & CEO and further approved by the N&RC and BoD. While
determining overall composition of Variable pay, ESOPs or other Share Linked Instruments
are fair valued as on the date of grant basis Black-Scholes method
2. Malus & Clawback: The Variable pay including ESOPs or
other share linked instrument shall be subject to appropriate malus/clawback arrangements
in the event of negative contributions, deteriorated performance of the Organization,
Business Unit or Individual in any financial year, adverse outcomes which have manifested
at the organization or Business unit, in the subsequent years, following the performance
period for which Variable pay (Performance Bonus and /or ESOPs) has been awarded. The
Performance Bonus already paid may be clawed back in such an eventuality or the Variable
pay under deferral arrangement, including unvested ESOPs, may be subject to malus
provisions. In such a case the Variable pay shall not be payable.
3. Market Benchmarking: In order to strengthen the Total
Rewards strategy, YES BANK shall participate in benchmarking surveys in partnership with
industry recognized partners to get a perspective on external market compensation trends
in the Banking industry and to help improve our compensation practices for attracting
& retaining talent.
a. Prevention of Hedging: The Bank shall not provide any
facility or funds or permit employees to insure or hedge their compensation structure to
offset the effects of risk alignment embedded in their compensation arrangement.
b. Disclosure: The Bank shall submit the qualitative and
quantitative disclosure of remuneration as per RBI requirements, issued from time to time.
4. Performance Management: The Performance Management system
comprises the following:
a. Goal Setting: Every employee shall have clearly defined
performance goals which are set at beginning of each financial year in alignment with
organizational and Business priorities and shall be approved by reporting authority.
b. Performance Review: The performance review shall comprise a
3-step process viz. Self-appraisal, Appraisal by Reporting Authority and Appraisal by
Reviewer for the defined performance period. Once the appraisal is done, Reporting
authority shall assign a performance rating for the performance period in consultation
with Reviewer and the same shall be communicated to the employee.
c. Performance linked Compensation & Career (Promotion) Actions:
The performance linked Compensationactionscomprisethefollowingsteps:
i. Budgeting: The Budget for Compensation actions shall be
determined basis organization performance, market parity, internal parity and industry
& market trends etc.
ii. Reward Distribution: Basis the approved budgets and
performance review, the compensation action shall be determined keeping in mind Business
Unit Performance, Individual performance (Performance rating), all types of risk, role,
job level and other regulatory requirements.
5. The Policy also states about the remuneration of Executive
Directors, Chairperson, Non-executive Directors and sitting fees for Non-Executive
Directors and further contains the factors to be considered for:
a. Remuneration of Non-Executive Part-time Chairperson b. Sitting fees
payable to the Board of Directors for meetings of Committee/Board
c. Fixed Remuneration of Non-Executive 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 and Remuneration of Managerial Personnel) Rules, 2014 forms
part of this Report. In terms of Section 136 of the Companies Act, 2013, the same would be
available for inspection during working hours at the Registered Office of the Bank till
the date of Annual General Meeting. A copy of this statement may be obtained by the
Members by writing to the Company Secretary of the Bank.
b) The ratio of the remuneration of each Director and employees of the
Bank as required under the provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is attached as Annexure 1 to the Report.
EMPLOYEES STOCK OPTION SCHEME
YES BANK has instituted Stock Option Plans to enable its employees to
participate in Bank's future growth and financial success. The Bank provides its
employees a platform for participating in important decision making and instilling long
term commitment towards future growth of the Bank through Stock Options. As a part of the
Total Rewards Policy of the Bank, employees are granted options during the Annual
Performance Review process based on their performance to ensure their retention and to
attract the best talent at senior management and key positions. The Bank also grants
Restricted Stock Units (RSUs) to offer competitive remuneration and retain high-potential
as well as top-performing employees in middle management. The detailed disclosures as
stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 is hosted on the website of the Bank
at https://www.yes. bank.in/about-us/investors-relation/financial-information/
annual-reports.
CORPORATE GOVERNANCE
The Bank is committed to follow best Corporate Governance practices and
adheres to the Corporate Governance requirements set by the Regulators under the
applicable Laws/Regulations. In line with the foregoing, the Bank has adopted a Code of
Corporate Governance which acts as a guide to the Bank and the Board on the best practices
in the Corporate Governance.
A separate section on Corporate Governance standards
followedbytheBankandtherelevantdisclosures,asstipulated under Listing Regulations,
Companies Act, 2013 and rules made thereunder forms part of the Integrated Annual Report.
A Certificate from M/s. BNP & Associates, Practicing Company
Secretaries, conforming compliance by the Bank to the conditions of Corporate Governance
as stipulated under Listing Regulations, is annexed to the Report on Corporate Governance,
which forms part of the Integrated Annual Report.
VIGIL MECHANISM / WHISTLE- BLOWER POLICY
In line with the provisions of Listing Regulations, the Companies Act,
2013 and the principles of good governance, the Bank has devised and implemented a vigil
mechanism, in the form of Whistle-Blower Policy'. The policy devised is also
aligned to the recommendations of Protected Disclosure Scheme for Private Sector and
Foreign Banks, instituted by RBI. Detailed information on the Vigil Mechanism of the Bank
is provided in the 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
Corporate Social Responsibility and Environmental, Social & Governance
("CSR&ESG") Committee and statutory disclosures with respect to the
CSR&ESG Committee 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 at https://www.yes.bank.in/pdf?name=ybl_
corporate_social_responsibility_policy.pdf
AUDITORS & REPORTS OF THE AUDITORS
A. STATUTORY AUDITORS:
InaccordancewiththerequirementsoftheRBIguidelines, M/s. G. M. Kapadia
& Co., Chartered Accountants, Mumbai, (ICAI Firm Registration Number:104767W) and M/s.
CNK and Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101961W/
W100036) are the Joint Statutory Auditors of the Bank for financial year 2025-26, as per
the details of their appointment being mentioned hereinafter.
Pursuant to the approvals granted by the Members of the Bank, M/s. G.M.
Kapadia & Co., Chartered Accountants, Mumbai, (ICAI Firm Registration
Number:104767W) will hold office till the conclusion of the ensuing
i.e. 22nd Annual General Meeting and M/s. CNK and Associates LLP, Chartered Accountants,
(ICAI Firm Registration No. 101961W/ W100036) will hold office until the conclusion of the
23rd Annual General Meeting to be held in financial year 2026-2027.
Considering the completion of term of M/s. G.M. Kapadia
& Co., Chartered Accountants at the ensuing Annual General Meeting,
the Board at its meeting held on April 18, 2026, basis the recommendation of the Audit
Committee, and pursuant to the approval of the Reserve Bank of India and subject to the
approval of the Members of the Bank, approved the appointment of M/s. MSKA &
Associates LLP, Chartered Accountants (ICAI Firm Registration No. 105047W/W101187) as one
of the Joint Statutory Auditors of the Bank, to hold office as such for a period of 3
years from the conclusion of the 22nd Annual General Meeting until the conclusion of the
25th Annual General Meeting to be held in the year 2029, subject to the approval of the
RBI every year and on such terms and conditions, including remuneration, as may be
approved by the Audit Committee and the Board.
As the appointment of Joint Statutory Auditors is subject to approval
of the RBI for each year, the appointment of M/s. MSKA & Associates LLP, Chartered
Accountants (ICAI Firm Registration No. 105047W/ W101187), has been approved by RBI for
the financial year 2025-2026, along with M/s. CNK and Associates LLP, Chartered
Accountants, (ICAI Firm Registration No. 101961W/ W100036). In accordance with the
requirement of the RBI Guidelines, the Bank has also framed a Board approved Policy on
appointment of Statutory Auditors.
M/s. MSKA & Associates LLP, Chartered Accountants (ICAI Firm
Registration No. 105047W/ W101187) and M/s. CNK & Associates LLP, Chartered
Accountants (ICAI Firm Registration No. 101961W/ W100036) have confirmed their eligibility
under Section 141 of the Companies Act, 2013 read with the relevant rules made thereunder
and the subject RBI Guidelines, to be appointed as the Joint Statutory Auditors of the
Bank. Further, as required under the relevant provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,2015(SEBIListingRegulations)asamended, both the
Joint Statutory Auditors have also confirmed that they had subjected themselves to the
peer review process of the Institute of Chartered Accountants of India (ICAI) and they
hold a valid certificate issued by the Peer Review Board of ICAI. Further, they have
confirmed that they fulfill the eligibility norms for appointment of
Statutory Auditor of Private Sector Banks as prescribed by the Reserve
Bank of India ("RBI"). In accordance with the requirement of the aforesaid RBI
Guidelines, the Bank has also framed a Board approved Policy on appointment of Statutory
Auditors.
The resolution alongwith explanatory statement providing the details of
the remuneration for seeking approval of the Members of the Bank for the appointment of
M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration No.
101961W/W100036) as one of the Joint Statutory Auditors alongwith M/s. MSKA &
Associates LLP, Chartered Accountants (ICAI Firm Registration No. 105047W/W101187) (as the
other Joint Statutory Auditor) is included in the Notice convening the 22nd Annual
General Meeting.
There were no qualifications, reservation or adverse remarks made by
the Statutory Auditors in the Auditor's Report for Financial Year 2025-26.
B. SECRETARIAL AUDITORS:
Pursuant to Regulation 24A and other applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with provisions of Section
204, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and other applicable provisions of the Companies Act, 2013, the shareholders of the
Bank at the Annual General Meeting of the Bank held on August 21, 2025, basis the
recommendation / approval of Audit Committee and Board of Directors of the Bank, had
approved the appointment of M/s. BNP & Associates, Practicing Company Secretaries,
Peer Reviewed Firm as the Secretarial Auditors of the Bank for five consecutive years
commencing from April 01, 2025 till March 31, 2030.
The Bank provided all documents / information as sought by the
Secretarial Auditors and all assistance and facilities to the Secretarial Auditors for
conducting their audit. The Report of Secretarial Auditors for the FY 2025-26 is annexed
to this report as Annexure 3. There are no qualifications, reservations or adverse
remarks in the Secretarial Audit Report for FY 2025-26. In terms of Regulation 24A(2) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 and as
amended from time to time, relating to Annual Secretarial Compliance Report, the
Bank had appointed M/s. BNP & Associates, Practicing Company
Secretaries, for issuing the aforesaid report for FY 2025-26. The Bank will submit the
Annual Secretarial Compliance Report for FY 2025-26 to the stock exchanges within the
prescribed statutory timelines.
MAINTENANCE OF COST RECORDS
Being a Banking Company, the Bank is not required to maintain cost
records as per sub-section (1) of Section 148 of the Companies Act, 2013.
REPORTING OF FRAUDS BY THE AUDITORS
During the FY 2025-26, other than the fraud reported by the Statutory
Auditors to the Central Government pursuant to Section 143(12) of the Companies Act, 2013,
there were no instances of any frauds committed in the Bank by its officers or its
employees which were reported by Statutory Auditors or the Secretarial Auditors of the
Bank to the Audit Committee of the Board or Board of Directors of the Bank, under Section
143(12) of the Companies Act, 2013.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As stipulated in Listing Regulations, the Business Responsibility and
Sustainability Report describing the initiatives undertaken by the Bank from
environmental, social and governance perspective is 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 the regulators impacting the going concern status and Bank's operation in
future.
DISCLOSURES UNDER GREEN INFRA BONDS
Green Bonds have emerged as a mainstream financing mechanism for
providing structured finances to vital clean energy and are playing a pivotal role in
realization of India's renewable energy potential. Out of the three Green
Infrastructure Bonds issued by YES BANK in February 2015, August 2015, and December 2016,
the following Green Infrastructure Bonds were outstanding and were redeemed upon maturity
on August 05, 2025 in Q2 FY2026: August 2015: YES BANK raised INR 315 Crores through the
issue of Green Infrastructure Bonds (bearing ISIN INE528G08295) to International Finance
Corporation on a private placement basis. The bonds are for a tenor of 10 years. The bonds
were redeemed upon maturity on August 05, 2025
The proceeds of the Green Infrastructure Bonds are required to be used
to finance Green Infrastructure Projects as per Eligible Projects' outlined in
the Bank's internal guidelines that are in adherence to the Green Bond Principles
(GBP). Green Bond allocations to eligible projects are tracked by the bank through MIS
based system. The unallocated proceeds are placed in Government Securities.
Proceeds of the outstanding INR 315 Crores Green Infrastructure Bonds
(bearing ISIN INE528G08295) issued in August 2015 remained unutilized and were allocated
in Government Securities up to August 5, 2025 on which date the said bonds were fully
redeemed by the Bank.
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, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 on the
conservation of energy, technology absorption and Foreign exchange earnings and outgo are
given in Annexure 4.
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Bank has placed a copy of the Annual Return in the prescribed Form MGT-7 as at
March 31, 2026 on its website at https://www.yes.bank.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
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the
General Meetings.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Bank is complied under the provisions relating to Maternity Benefit
Act, 1961.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Bank has no tolerance towards any act on the part of any employee
which may fall under the ambit of Sexual Harassment' at workplace and is fully
committed to uphold and maintain the dignity of every woman working in the Bank. The
Policy regarding Prevention & Prohibition of Sexual Harassment at Workplace provides
for protection against sexual harassment of women at workplace and for prevention and
redressal of complaints. The Bank's policy clearly states that employees must not
indulge in any unwelcome acts or behavior, which could be construed as sexual harassment,
either directly or implied. Such acts shall be treated as a misconduct under the
Bank's Code of Conduct and would be dealt with utmost seriousness, if found guilty.
Additionally, in its endeavor to spread awareness on the policy and ensure compliance by
all the employees, the Bank has implemented a plan of action to disseminate the
information and train the employees on the policy under the ambit of Gender Respect
and Commitment to Equality' ("GRACE") programme.
The Bank has complied with provisions relating to the constitution of
Internal Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) 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 (FY25) |
13 |
| Number of Complaints filed during the Financial Year (FY26) |
29 |
| Number of Complaints disposed of during the Financial Year
(FY26) |
37 |
| Number of Complaints pending as on the end of the Financial
Year (FY26) |
05* |
*As of March 31, 2026- Out of the 5 open cases, investigation for 3
complaints have been completed, and the final reports were awaited. The remaining 2
complaints, are currently under investigation.
*As of May 15, 2026- Out of the 5 cases, 3 cases have been closed and 2
complaints are under investigation and shall be investigated in stipulated timelines.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Bank at the end of the
financial year and of the profit of the Bank for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and
detecting fraud and other irregularities;
(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 Bank and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep and sincere
gratitude to the customers of the Bank for their confidence and patronage, as well as to
the Reserve Bank of India, Securities and Exchange Board of India, Government of India,
and other Regulatory Authorities for their cooperation, support and guidance. Your
Directors would like to express a deep sense of appreciation for the commitment shown by
the employees in supporting the Bank. We would also like to thank all our valued partners,
vendors and stakeholders who have played a significant role in continuing to support the
Bank.
|
For and on behalf of the Board of Directors |
|
|
YES BANK Limited |
|
|
Vinay M. Tonse |
Rama Subramaniam Gandhi |
| Date: May 15, 2026 |
Managing Director & CEO |
Chairman |
| Place: Mumbai, India |
(DIN - 06695367) |
(DIN: 03341633) |
|