Yes Bank Ltd

TO,

THE MEMBERS,

Your Directors are pleased to present the Twenty First 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, 2025.

FY 2024-25 marks the completion of fifth year of the new journey of YES BANK of Today during which the Bank continued to work toward further strengthening its franchise and steadily worked on several underlying themes anchored around improving its overall positioning and profitability. In the first year, whilst we started with focus on rebuilding the Bank, in the second year we swiftly shifted our focus on growing the Bank. In the third year, we achieved critical milestones of a) raising equity capital raise from two global marquee Private Equity investors, and b) transferring legacy stressed asset pool to ARC which was by far the single largest transaction of sale of non-performing assets in the Indian Banking System. In its fourth year, the Bank sustained strong growth across both assets and liabilities, driven by a strategic focus on portfolio granularity and prudent risk-management-reinforcing our commitment to long-term value creation. In the fifth year, the Bank had a dedicated focus towards improving the profitability profile of the Bank along with commitment towards excellence, customer-first, innovation, and a stronger future together.

The Directors are pleased to inform the shareholders that the Bank's Total Assets in FY 2024-25 stood at Rs. 4.23 lakh crore, with deposits crossing Rs. 2.85 lakh crore highest since incorporation and CASA ratio at 34.3%. At the same time, the Return on Assets (RoA) for FY 2024-25 further expanded to 0.6% from 0.3% in the previous year, and the annualised RoA for the Quarter ended March 31, 2025 was at 0.7%. Bank's Profit After Tax (PAT) increased by 92.3 % to Rs. 2,406 crore in FY 2024-25 as compared to Rs. 1,251 crore, in the previous year. Borrowings for the Bank for the year ended March 31, 2025 stood at Rs. 71,603 crore, a reduction of ~ 8,338 crore from the previous year aided by reduction in high-cost borrowings and RIDF balances owing to compliance with lending to Priority Sector through organic as well as inorganic means.

The Bank's journey through the current financial year has been marked by innovation, partnerships, and a sharper focus on strategy of profitable growth. The Bank has been well on track to achieve its long-term strategic objectives.

In another important development, Sumitomo Mitsui Banking Corporation (SMBC), a wholly owned subsidiary of Sumitomo Mitsui Financial Group, Inc. ("SMFG"), recently signed a definitive agreement to acquire 20% shareholding in YES Bank from State Bank of India and other large bank shareholders, and subject to necessary approvals, will potentially become its largest shareholder. SMFG is the second largest banking group in Japan with Total Assets of ~US$2tn as of December 2024. Proposed investment of this size and scale from a global bank is reflective of the Bank's franchise strength and potential to grow and create value for it's stakeholders.

We continue to remain firmly aligned with our strategic objectives, and we are pleased to report steady progress across key areas of our business. We further believe that this would not have been possible without the Trust of all our stakeholders including our shareholders and customers.

Some of the key levers that have been helping the Bank gradually improve its profitability include,

1) Enhancing Net Interest Income by reducing lower-yielding RIDF deposits, increasing share of high yielding ROA accretive products , and lowering deposit costs through granular and low-cost funding,

2) Improving Non-Interest Income via expanded cross-selling of investment products, wealth and risk solutions, and scaling digital payments and merchant services, 3) Continued sharp focus on Cost & Efficiencies by leveraging digital capabilities, process & productivity improvement,

4) Reducing credit costs by strengthening sourcing, early warning system and risk monitoring and

5) Being Judicious, Nimble and Agile in our organization design and transformations – while being customers centric and Leveraging Branch As The Fulcrum of business.

The Bank undertook multiple initiatives to grow its business and launched innovative and tailored propositions for its different customer segments, e.g. for its emerging affluent segment customers, the Bank launched YES Grandeur, a pioneering program offering milestone-led benefits, banking privileges and top tier debit card features, designed to leverage on the growing demand of this niche demographic customer segment. To empower its business segment customers including MSMEs, the Bank launched a new Business Banking mobile application with 100+ features called IRIS Biz YES, providing a wide range of integrated solutions to both simplify and strengthen business operations. The Bank also launched YES Private Business, an enterprise banking program that seamlessly blends a full array of business banking solutions along with best-in-class service delivery.

This year also brought significant recognition for our efforts. For the third year in a row, the Bank was rated highest among Indian Banks by S&P Global and CDP for ESG and climate disclosures and was the only Indian bank included in the S&P Global Sustainability Yearbook 2025. Further, YES BANK was recognised amongst the Top 50 of India's Best Workplaces in BFSI 2025 by the esteemed Great Place to Work? (GPTW) Institute for the third consecutive year, a testament to the vibrant, high-trust, and high-performing culture of YES BANK. Additionally, YES Foundation celebrated 12 years of making a meaningful impact and was honoured with the prestigious CSR Universe Social Impact Award for its contribution to promoting livelihoods for the underprivileged.

These milestones collectively reflect YES BANK's dedication to driving meaningful impact across communities and industries. As we step into FY26, our focus remains steadfast on delivering innovative, customer-centric solutions and creating lasting value for all stakeholders.

- CA Basque Investments (affiliates of The Carlyle Group) & Verventa Holdings Limited (affiliates of Advent International), both exercised their respective outstanding warrants which resulted in CET 1% accretion by 100 bps.

- During the year (FY24-25), CRISIL and CARE upgraded rating of Basel III Tier II Bonds and Infrastructure Bonds from A- to A+; ICRA upgraded credit rating of these instruments from A- to A; India Ratings and Moody's reaffirmed it's rating at A and Ba3 respectively. Further during June - July 2025, Bank received ratings upgrades from ICRA and CARE Basel III Tier II Bonds and Infrastructure Bonds to AA- and Moody's upgrading rating to Ba2.

- Reserve Bank of India approved the appointment of Mr.ManishJainasExecutiveDirectoroftheBank,effective December 11, 2024, further strengthening the Bank's governance and leadership team. Senior Management Appointments during the year include Mr. Sumit Bali as Country Head Retail Assets & Debt Management and Mr. Nirav Dalal as Country Head, Financial Markets.

- The Bank won in the ‘Best Technology Bank' category at IBA's 20th Annual Banking Technology Conference, Expo, and Citations, 2024.

- To provide seamless and secure payment solutions to our customers, the Bank launched YES Pay Next, a cutting-edge UPI payment app with features like multi-mode payment collection, instant digital charge slips, and automated reconciliation statements.

- YES BANK received the prestigious ESG Excellence Award 2024 at the KPMG ESG Conclave, marking a significant recognition of its sustainability efforts.

- YES BANK gets authorized as an Agency Bank to collect Central & State Tax Payments; also the Bank went live with seamless GST payment facility for customers as well as non-customers.

The Bank continued its efforts towards improving Bank's profitability with the asset mix largely remained stable between Wholesale and Retail (which includes SME) at ~60:40, whereas on the liability side, Bank continues to focus on quality, granularity, and cost, as it continues to leverage its Branch as the Fulcrum of Business. The Bank continued its sharp focus on cost & efficiencies by leveraging digital capabilities, which is visible in the Bank powering digital India as it rebuilds its leadership in the Digital Payments with the Bank processing 1 in 3 digital payment transactions. As of March 31, 2025, the Bank enjoys #1 position as UPI Payee PSP Bank with 56.9% market share, #2 UPI Payer PSP Bank with 33.4% market share, steadily gaining market share with #2 position in NACH with 16.3% market share, #2 position in NEFT with 17.3% market share, Top 3 position in IMPS with 10.21% market share.

The Bank showcased resilience, sustained growth and reinforced its commitment to responsible banking through significant advancements in financial performance, operational capabilities, and ESG initiatives. Investments in digital transformation enabled seamless customer experiences and process efficiency. The Bank remains focused on its priorities and looks to continue this momentum onwards and upwards so that it can deliver on its strategic objectives contributing to India's economic priorities and creating long term superior value for all its stakeholders along with maintaining governance reforms and strong risk management practices.

As we progress into Fiscal 26, the overall business outlook remains balanced. The global economy is projected to grow at a moderate pace at 2.8% in CY 2025 with inflation easing due to supply-side recovery and continued restrictive monetary policies. However, risks such as geopolitical tensions and commodity price volatility may persist.

However, the India's economy, on the other hand, remains resilient, supported by robust government capex, tax reforms, and accommodative monetary policy. The December 2024 Financial Stability Report and Economic Survey highlight the strength of the financial and non-financial sectors marked by strong bank profitability, declining NPAs, and solid capital buffers. Stress tests confirm systemic resilience even under adverse conditions. India's GDP is expected to grow at 6.5% in FY26 with consumer price inflation aligning at 4-4.2% for FY26.

The recent reductions in the repo rate signals a shift towards supporting growth while maintaining inflation control. Following the rate cuts, the net interest margins (NIMs) for Indian banks may come under pressure, as the transmission of rate cuts on the asset side typically outpaces a similar adjustments on the liability side. However, the impact is expected to be moderate, with banks maintaining healthy capital buffers and diversified income streams. Despite these challenges, India's GDP is projected to grow at 6.5% in FY26, supporting robust credit demand, particularly in retail and MSME segments. Profitability is expected to remain resilient, underpinned by improved asset quality, stable capital adequacy ratios, and continued growth in fee-based income. The sector's non-performing asset (NPA) ratio has improved, and capital adequacy stands healthy. Digital transformation continues to be a cornerstone of growth. Indian banks are increasingly leveraging AI, machine learning, and blockchain technologies to enhance customer experience, streamline operations, and strengthen risk management. AI is being used for hyper-personalized services, fraud detection, and predictive analytics, while blockchain is improving transparency and efficiency, especially in cross-border transactions.

Under this backdrop, as we tread into FY26, we feel that strong consumer and business confidence, coupled with healthy corporate balance sheets and profitability, signal a positive macro outlook. Geopolitical tensions, trade uncertainties, and potential commodity price shocks could pose risks to economic momentum and, by extension, credit growth.

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

( Rs. in million)

Net Profit for FY 2024-25 is Rs. 24,058.59 million as compared to profit of Rs. 12,510.80 million for the FY 2023-24 higher by 92.3%. The Bank's operating profit increased by 25.6% Y-o-Y on the back of NII and higher Non-Interest Income.

Net Interest income (NII) of the Bank increased by 10.5% to Rs. 89,443.46 million during FY 2024-25 as compared to Rs. 80,946.20 million during FY 2023-24. The Net Interest Margin (NIM) was 2.4% in FY 2024-25. Non-interest income consists of fee, trade income and gain on sale of securities. Non-interest income increased by 14.5% from Rs. 51,142.99 million in FY 2023-24 to Rs. 58,568.63 million in FY 2024-25. Higher non-interest income and NII was largely offset by higher operating expenditure.

Operating expenses increased by 7.4% from Rs. 98,226.58 million in FY 2023-24 to Rs. 105,472.58 million in FY 2024-25. The employee cost increased from Rs. 37,742.78 million in FY 2023-24 to Rs. 40,084.04 in FY 2024-25. Other operating cost increased by 8.1% from Rs. 60,483.80 million in FY 2023-24 to Rs. 65,388.54 million in FY 2024-25.

Provisions and contingencies (excluding provision for taxes) decreased by 42.4% from Rs. 18,862.83 million in FY 2023-24 to Rs. 10,856.06 million in FY 2024-25.

During FY 2024-25, the Bank has not declared any dividend on equity shares.

As per requirement of RBI Regulations, the Bank has transferred the following amounts to various reserves during Financial Year ended March 31, 2025:

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 2024-25 are as under:

During the Financial Year 2024-25, the Bank transferred 64,021 Equity Shares to IEPF corresponding to unclaimed dividend for the year 2016-17. The IEPF Authority holds 348,177 Equity Shares in the Bank as at March 31, 2025.

Members whose dividends remains unclaimed are requested to submit their claims to KFin Technologies Limited without any delay. The details of Nodal Officer and Deputy Nodal Officer appointed under the provisions of IEPF Rules are available on the website of the Bank.

During the year ended March 31, 2025, the Bank has allotted:

A. 2,559,761,818 Equity Shares of Rs. 2/- each pursuant to exercise of share warrants, and

B. 26,471,398 Equity Shares (Previous year: 13,106,772 equity shares) of face value of Rs. 2 each pursuant to the exercise of stock options by employees under the approved stock option schemes.

The consideration received pursuant to above mentioned conversion of share warrants had been fully utilized for the objects as stated in the Offer Document and that there were no deviations in the use of the said proceeds and also there was no variation between projected utilization of funds made by the Bank in its Offer Document and the actual utilization of the funds.

Post allotment of aforesaid equity shares, the issued, subscribed and paid up share capital of the Bank stands at Rs. 62,708,230,644 comprising of 31,354,115,322 equity shares of Rs. 2 each as at March 31, 2025.

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

Rs. in million

CET-I ratio is at 13.5% and CRAR is at 15.6%. NNPA ratio significantly improved at 0.3%.

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.

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. Operational Risk Management Committee

8. Model Assessment Committee

9. Standing Committee on Customer Service

10. Fraud & Suspicious Transaction Monitoring Committee

11. Accountability Review Committee

12. Whistle Blower Committee

13. Disciplinary Committee

14. Internal Committee under POSH

15. Steering Committee for IFRS (IndAS) 1

6. Product Process Approval Committee

17. IT Steering Committee

18. Security Council

19. Sustainability Council

20. Fraud Identification Committee

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 Policy (‘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.

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.

During the year under review, the Bank received several accolades and recognitions from credible industry bodies and organisation.

• Business Excellence & Market Recognition i. YES BANK recognised as a leader in the Primary Market Segment (Debt - Banks) for FY 2023-24 for the eighth consecutive year by the Bombay Stock Exchange ii. YES BANK featured in the S&P Global Sustainability

Yearbook2025,rankinginthe94thpercentileglobally

• Customer Experience & Product Innovation iii. YES BANK won Best Product Launch for IRIS Biz by YES BANK at the ET Entrepreneur Awards 2025

• Workplace Excellence & Culture iv. YES BANK recognised among the Top 50 Best

BFSI Workplaces in 2024 by Great Place to Work Institute for the second consecutive year v. YES BANK Legal Team won the In-house Team of the Year Award 2024-25 at the Indian Business Law Journal (IBLJ)

• Brand & Marketing vi. YES BANK recognised at the ASSOCHAM Annual

Flagship Summit on Branding and Marketing, winning awards in three categories: a. Gold in Brand Turnaround of the Year b. Gold in Best Out of Home Marketing Campaign of the Year c. Silver in Indian Brand of the Year vii. YES BANK won the award for the Best Integrated

Marketing Campaign for YES Business' ‘Your Business is Your Child' campaign at the ET Entrepreneur Awards 2025 viii. YES BANK won the Gold for Most Effective

Relaunch Campaign at the Exchange4Media BFSI Pitch Awards 2024

• Sustainability & Community Impact ix. YES BANK recognised for its leadership and enduring commitment to excellence in ESG in the financial services sector by KPMG ESG Conclave and Awards 2024 x. YES Foundation, the social development arm of YES BANK, won the coveted ‘The CSR Universe Social Impact Award' under the Skill Development and Livelihood category

In terms of the RBI circular no. DOR.ACC.REC. No.74/21.04.018/2022-23 dated October 11, 2022,

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.

BasedontheconditionmentionedinRBIcircular,nodisclosure on divergence in asset classification and provisioning for NPAs is required with respect to RBI's supervisory process for FY2024 and FY2023.

As at March 31, 2025, 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.

During the FY 2024–25, the Bank had made capital infusion in YSIL of an amount aggregating to Rs. 1,497.78 million through acquisition of 25,266,225 Equity Shares of Rs. 10 each at a premium of Rs. 49.28 per share of YSIL under Rights Issue.

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 Twelfth year of its operation in the FY 2024-25.

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"), Multi Commodity Exchange of India ("MCX") and National Commodity & Derivatives Exchange Limited ("NCDEX").

YSIL is also registered with SEBI as 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 Alpha Plus Fund and YES Wealth Maximiser AIF which are registered with SEBI as Category III Alternative Investment Funds. YSIL is also registered with Association of Mutual Funds of India. During the year under review, YSIL has also registered with the Association of Portfolio Managers in India for distribution of third-party PMS Products.

During the year, YSIL has applied for surrender of its membership with the NCDEX & NCCL.

Further, with a view to diversify and expand the product offerings, YSIL has initiated the process for getting registration with the Insurance Regulatory Authority of India (‘IRDA') for distribution of insurance products as a corporate agent.

The Consolidated Financial Statements of the Bank for the Financial Year ended March 31, 2025 prepared in accordance with the requirement of Section 129(3) of the Companies Act, 2013 shall be laid at the ensuing Annual General Meeting 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.yesbank.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.

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.

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, 2025 and the date of the Directors' Report i.e. July 19, 2025.

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.

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.

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), for which necessary approvals were taken from the Board of Directors:

- Capital Infusion by the Bank upto Rs. 150 crore in YSIL by way of rights issue

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, 2025) 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, 2024 and March 31, 2025 respectively.

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.yesbank. in/pdf?name=policies_pdf6.pdf.

As on the date of this Report, the Board of Directors of the Bank comprises of thirteen (13) 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.

During the FY 2024-25, Ms. Shweta Jalan (DIN: 00291675), Non-Executive - Non Independent Director; Nominee of Verventa Holdings Limited was liable to retire by rotation and being eligible was re-appointed by the Members of the Bank at the 20th AGM held on August 23, 2024.

Further, Mr. Sunil Kaul (DIN: 05102910), Non-Executive Director; Nominee of CA Basque Investments ceased to be a Director on the Board of the Bank w.e.f. October 11, 2024, pursuant to his resignation due to his increasing professional responsibilities and work commitments both in India and overseas. Further, pursuant to recommendation of Nomination & Recommendation Committee (N&RC), on September 10, 2024, the Board of Directors approved the appointment of Mr. Manish Jain (DIN: 10774800) as an Additional Director with effect from the date of receipt of approval of RBI as Executive Director for a period of three (3) years. Thereafter, RBI vide its letter dated December 11, 2024, had approved the appointment of Mr. Manish Jain as an Executive Director (Additional Director on the Board) of the Bank for a period of 3 (three) years from the date of approval and the said appointment was also approved by shareholders through Postal Ballot process on February 28, 2025.

Further, the Bank was in receipt of RBI letter dated June 12, 2025 wherein RBI had approved the extension of the tenure of appointment of Mr. Prashant Kumar (DIN: 07562475) as Managing Director & CEO for a further period of six months with effect from October 6, 2025 or till the appointment of new Managing Director and CEO/successor taking charge, whichever is earlier.

Further, Ms. Shweta Jalan (DIN: 00291675), Non-Executive

- 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 the 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) (Nominee of Verventa Holdings Limited) as an Additional Director (Non-Executive Director, Liable to retire by rotation) on the Board of the Bank, effective upon his appointment approved by the Board at its Meeting held on June 27, 2025. The appointment of Mr. Shivakumar Dega is subject to the approval of the shareholders of the Bank and a resolution seeking approval of shareholders for his appointment as Director forms part of the Notice of AGM scheduled on August 21, 2025.

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. Prashant Kumar, 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.

During the FY 2024-25, there has been an addition in the Key Managerial Personnel of the Bank i.e. Mr. Manish Jain, Executive Director w.e.f. December 11, 2024.

The Board of Directors of the Bank at its Meeting held on January 25, 2025, had approved the appointment of Mr. Sanjay Abhyankar as Company Secretary (Key Managerial Personnel) under the Companies Act, 2013 with effect from April 1, 2025. Further, Mr. Shivanand Shettigar, erstwhile Company Secretary (Key Managerial Personnel) superannuated on April 1, 2025 and he ceased to be Company Secretary of the Bank on March 31, 2025.

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.

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.

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.

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, Managing Director & CEO, Executive Director(s), Board Level Committees and Board as a whole for the FY 2024-25.

The evaluation of the individual members of the Board (including the Chairman, 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 19, 2025, assessed and reviewed the performance of Non-Independent Directors, Chairman, Managing Director & CEO, Executive Directors and subsequently the Board at its meeting held on April 19, 2025, assessed and reviewed the performance of all Directors, including Chairman, Managing Director & CEO, Executive Directors.

The evaluation of the Board as a whole and the Board Level Committee(s) was carried out by the Independent Directors and Board of Directors as applicable at its respective meetings held on April 19, 2025, 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 2024 – 25, 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,PersonalAttributes,Performanceevaluation 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, Leadership, Relationships and Communications, Conduct of Meeting and Impartiality.

iv. Board – Strengths and Limitations of the Board, Board Relationships and Dynamics, Board Meetings, Information Flow and Agenda, Strategy and Business Performance, Talent Management and Succession Planning, Risk Management, Continuous Development, Committees of the Board and Top Strategic Priorities for the Bank.

v. Committees – Composition, frequency and duration of Committee meetings, trust of the Board, Role and effectiveness of the Committees.

The performance evaluation process for FY 2024 - 25 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 also identified actionable with due emphasize and focus on Strategy, Competitive positioning, Cost Controls and Succession Planning. Accordingly, the implementation and conclusion of Performance evaluation for FY 2024-25 in compliance to the Performance Evaluation Framework was reviewed and noted by the Nomination & Remuneration Committee at its meeting held on May 13, 2025.

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.

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.yesbank. in/pdf?name=board_kmp_sr_mgmt_remuneration_ policy_pdf.pdf .

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. Mark et 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.

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.

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.yesbank.in/pdf?name=esos_disclosure_ pursuant_to_regulation_31march2025.pdf

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.

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.

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.yesbank.in/pdf/ybl_corporate_ social_responsibility_policy .

In terms of the Guidelines issued by the Reserve Bank of India ("RBI") vide Circular No. DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated April 27, 2021, the shareholders of the Bank at the 19th Annual General Meeting (‘AGM') held on August 18, 2023 approved the appointment of M/s G.M. Kapadia & Co., Chartered

Accountants, (ICAI Firm Registration No. 104767W) until the conclusion of 22nd AGM of the Bank which will be held in the financial year beginning April 1, 2026, accordingly they have one more full year term to continue as one of the joint statutory auditors of the Bank subject to RBI approval for re-appointment on an annual basis. The shareholders of the Bank at the 20th AGM held on August 23, 2024 had approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101961W/ W100036) as joint statutory auditors of the Bank until the conclusion of 23rd AGM of the Bank which will be held in the financial year beginning April 1, 2027, accordingly they have two more full year terms to continue as joint statutory auditors of the Bank subject to RBI approval for re-appointment on an annual basis.

There were no qualifications, reservation or adverse remarks made by the Statutory Auditors in the Auditor's Report for Financial Year 2024-25.

Pursuant to Section 204 of the Companies Act, 2013,

M/s. BNP & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Bank to conduct the secretarial audit for the FY 2024-25. The Bank provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the FY 2024-25 is annexed to this report as Annexure 3. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report for FY 2024-25.

In terms of Regulation 24A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/ PoD2/CIR/P/0155 dated November 11, 2024, relating to Annual Secretarial Compliance Report, the Bank had appointed M/s. BNP & Associates, Practicing Company Secretaries, for issuing the aforesaid report for FY 2024-25. The Bank has submitted the Annual Secretarial Compliance Report to the Stock Exchanges within the prescribed time limit.

Further, basis the recommendation from the Audit Committee of the Board, pursuant to Section 204 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, M/s. BNP & Associates, Practicing Company Secretaries, Mumbai were appointed as a Secretarial Auditor of the Bank for a term of 5 consecutive years commencing from FY 2025-26 by the Board of Directors, subject to shareholder's approval in the ensuing Annual General Meeting.

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.

During the FY 2024-25, other than the frauds 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.

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.

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

During the FY 2024-25, YES BANK had following outstanding green infrastructure bonds:

• August 2015: YES BANK raised Rs. 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.

• February 2015: YES BANK issued India's first-ever Green Infrastructure Bonds, raising an amount of Rs. 1000 crores (bearing ISIN INE528G08279). These 10 year tenor bonds had witnessed strong demand from leading investors including Insurance companies, Pension & Provident Funds, Foreign Portfolio Investors, New Pension Schemes and Mutual Funds. These bonds have been redeemed upon its maturity in February 2025.

As part of their engagement, DNV Business Assurance India Private Limited has verified the utilization of proceeds of outstanding green bonds for the Q4 FY 2024-25 and for FY 2024-25 and provided a limited assurance on conformity of the use of proceeds, process for evaluation and selection of projects, management of proceeds and reporting of these green bonds to Green Bonds Principles (GBP) 2021.

The GBPs are voluntary guidelines, developed by the International Capital Markets Association, for broad use by the market that recommend transparency and disclosure, and promote integrity in the development of the Green Bond market. They have the following four key components and the bank showcases its adoption below:

• Use of Proceeds: The proceeds raised by the bank are used in eligible project categories and include all projects funded in whole, or in part, in the fields of renewable and clean energy projects including Wind, Solar, Biomass, Hydropower and other such projects.

• Process for Evaluation and Selection of Eligible Projects: The Bank's process starts with interactions with potential borrowers to understand the overall aspects of the project. The evaluation moves to documentation and appraisal of projects as per Bank's policies and confirmation of the eligibility for Green Bonds.

• Management of Proceeds: Green Bond allocations to eligible projects are tracked by the bank through an MIS based system. The unallocated proceeds, if any, are placed in liquid instruments.

• Reporting: The Bank vide its Annual Reports, communicates an annual update with its investors and relevant stakeholders, which includes: o List of projects to which proceeds have been allocated to, with brief description including amounts disbursed, installed capacity o Qualitative/Quantitative potential impacts associated with projects o Information on investment of unallocated proceeds in liquid instruments.

Through financing solar and wind power plants, these bonds strengthen India's energy security while reducing fossil fuel dependency. The financed solar and wind projects help in climate change mitigation with avoidance of emissions of CO2, SO2, NOx and other air pollutants associated with fossil fuel-based energy generation. Estimated CO2 emission avoidances are shared along with project details.

The proceeds of the Rs. 1000 crores Green Infrastructure Bonds (bearing ISIN INE528G08279) raised in February 2015, were allocated to following list of projects (as on 24th February 2025 i.e. the date of redemption upon maturity):

* The attributed CO2 emission avoidance for individual projects have been calculated based on the methodology outlined in the document ‘PCAF (2022). The Global GHG Accounting and Reporting Standard Part A: Financed Emissions. Second Edition' and ‘CO2 Baseline Database for the Indian Power Sector User Guide Version 20.0 dated December 2024' (published by the Central Electricity Authority of India) along with other relevant factors such as project PLF/CUF estimates, installed project capacity, resultant annual unit generation etc.

Since Green Infrastructure Bonds of Rs. 1000 crores (bearing ISIN INE528G08279) have been matured following its redemption as on February 24, 2025, therefore, as on March 31, 2025, the Bank only has Rs. 315 crores Green Infrastructure Bonds (bearing ISIN INE528G08295) issued in August 2015 as outstanding, proceeds of which have remained unallocated. As on March 31, 2025, the temporary unallocated proceeds of the aforesaid Rs. 315 crores Green Infrastructure Bonds (bearing ISIN INE528G08295) are allocated in Government Securities.

The independent verification statement issued by DNV Business Assurance India Private Limited is attached herewith as Annexure 4.

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 5.

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, 2025 on its website at https://www.yesbank.in/about-us/ investors-relation/financial-information/annual-reports

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.

The Bank has complied with the applicable provisions relating to Maternity Benefit Act, 1961.

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 behaviour, which could be construed as sexual harassment, either directly or implied. Such acts shall be treated as a serious misconduct under the Bank's Code of Conduct and would be dealt with utmost seriousness with regard to imposition of punishment, 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 follows1:

Investigation for 4 cases were closed beyond 90 days due to unavoidable circumstances.

*The investigation and action for all the pending cases is completed as on July 19, 2025 i.e. the Date of the Report.

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.

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.