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 2025-26 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 2025-26. 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 2024-25 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 platform-
the Bank's dedicated MSME app-which 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

• Moody's upgraded the Bank's longterm issuer rating
from Ba3 to Ba2 and to Ba1 in May 2026 with a
Stable outlook.

• 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

• Appointment of Mr. Rajeev Veeravalli Kannan

and Mr. Shinichiro Nishino as Non-Executive and
Non-Independent Directors (Nominee of SMBC).

• Appointment of Mr. Shivakumar Dega as

Non-Executive and Non-Independent Director

(Nominee of Verventa Holdings Limited/ Advent
International).

• 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

• Launched YES Grandeur Business, a premium
enterprise banking suite offering enhanced business
solutions, digital tools, and operational benefits.

• 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 2025-26, 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 Nino 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.

Net Profit for FY 2025-26 is ' 34,755.86 million as compared
to profit of ' 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 ' 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 ' 58,568.63
million in FY 2024-25 to ' 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 ' 1,05,472.6
million in FY 2024-25 to ' 1,10,285.9 million in FY 2025-26.
The employee cost increased from ' 40,084 million in
FY 2024-25 to ' 42,368.4 in FY 2025-26. Other operating

cost increased by 3.9% from ' 65,388.6 million in FY 2024-25
to ' 67,917.5 million in FY 2025-26.

Provisions and contingencies (excluding provision for taxes)
decreased by 16% from ' 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:

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:

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 ' 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 ' 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")

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-a-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 21^st 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 2024-25

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 1^st Place in Government Bonds (Primary
Issues) and 2^nd 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 14^th 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 FINANCIALSTATEMENTS

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 athttps://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 21^st 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 21^st 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 athttps://
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
Compensation actions comprise the following steps:

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 athttps://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
followed by the Bank and the relevant disclosures, as stipulated
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 athttps://www.yes.bank.in/pdf?name=ybl
corporate social responsibility policy.pdf

AUDITORS & REPORTS OF THE AUDITORS
A. STATUTORY AUDITORS:

In accordance with the requirements of the RBI guidelines,
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. 22^nd 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 23^rd 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
22^nd Annual General Meeting until the conclusion of the
25^th 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 (SEBI Listing Regulations) as amended,
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
22^nd 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 athttps://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 13

last year (FY25)

Number of Complaints filed during the 29

Financial Year (FY26)

Number of Complaints disposed of during the 37

Financial Year (FY26)

Number of Complaints pending as on the end 05*

of the Financial Year (FY26)
*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)