As on: Aug 15, 2026 12:46 AM
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)
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:
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.
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:
*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.
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