Directors' Report
To,
The Members,
Your Directors are pleased to present the Twentieth Annual Report on the business and operations of the Bank together with the audited financial statements (standalone as wellas consolidated) for the financial year ended March 31,2024.
BUSINESS OVERVIEW
FY 2023-24 was the fourth year of the new journey of YES BANK. Whilst, in the first year, the focus was 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 equity capital raise from two global marquee Private Equity investors, transfer of 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. Through the fourth year 2023-24, the Bank has continued to build on a strong momentum on both our asset and liability with focus on granularity and in risk calibrated manner. The Bank now has a dedicated focus towards improving the profitability profile of the Bank, thereby enhancing the shareholder returns. The Directors are pleased to inform the shareholders that the Bank's Total Assets in FY 2023-24 crossed Rs.4 lakh crore, with deposits crossing Rs.2.6 lakh crore and CASA ratio at 30.9%. At the same time, the Return on Assets (RoA) for FY 2023-24 expanded to 0.3% from 0.2% in the previous year, and the annualised RoA for the Quarter ended March 31, 2024 was at 0.5%.
The Bank has further progressed on its transformation journey and has emerged as a re-energised, recapitalised and recalibrated organisation, by leveraging on a unique opportunity to learn from past challenges and become stronger, while continuing to fulfil its unwavering commitment towards its customers and stakeholders. The Bank is on track to achieve its longer-term Strategic Objectives and none of this would have been possible without the confidence reposed on the Bank by our customers, depositors and investors. The confidence of stakeholders has not only been seen through the improving financial performance of the Bank during the last year, but also through external validation in the form of Credit Rating upgrades, continuing momentum on new client acquisition, severalmarquee strategic partnerships and re-inclusion of the stock in marquee indices amongst others.
Importantly, during the year, the Bank has dedicatedly focussed on executing its profitability improvement roadmap by leveraging the core and key business levers of 1) retail asset mix optimisation, 2) SME and Mid-Market strong value proposition, 3) leveraging Digitaland Transaction Banking capabilities and partnerships and, lastly 4) fully sweating Branches as the fulcrum of the business to drive higher cross sell and lower costs going forward. This is being driven alongside a focused Priority Sector Lending (PSL) strategy.
As a part of its transformation, the Bank unveiled its refreshed brand identity on May 30, 2023, as a part of which a vibrant new logo was launched which carries forward the visual DNA of the Bank and builds on it. This new identity embodies our deep commitment to empower our customer. While we take care of their banking needs, they can continue to focus on living a fuller life, spend more time with their loved ones and create new memories. The YES BANK of today truly represents our brand ethos - Life Ko Banao Rich.
The Bank undertook multiple initiatives to grow the Bank's business and launched innovative and tailored propositions for its customers. The Bank launched 'IRIS by YES BANK'- A comprehensive mobile banking solution that offers end-to-end life cycle management and enables customers to bank 'on the go'. In addition, the Bank was a preferred partner of choice for the Government/RBI in multiple new breakthrough initiatives such as Unified Logistics Interface Platform ("ULIP"), Digital Banking Units and Digital Rupee (e Rs.) - the Central Bank Digital Currency ("CBDC"). The Bank went live as both Acquirer and Issuer for ICCW Services (Interoperable Cardless Cash Withdrawal) which facilitates withdrawal of cash from ATMs through UPI without using their Card. YES BANK also went live with Unified Payments Interface (UPI) Interoperability on the Reserve Bank of India (RBI) CentralBank DigitalCurrency (CBDC) app. The Bank also became the first bank in the country to offer 'ONDC Network Gift Card'. It also integrated with the leading discount stock brokerage firm to offer secondary ASBA services to its customers. During the year, the Bank also launched YES Pay Next, a cutting-edge UPI payments app which provides a seamless, secure, and smarter way to manage transactions.
The Bank was certified as Great Place To Work? Certified™ and is ranked among the Top 50 in 'India's Best Workplaces in BFSI 2024' for the second year in a row, which is a reflection of Bank's high-trust and high performance culture.
Key highlights during FY 2023-24 included:
• A dedicated Strategy & Transformation Office was setup, aimed at accelerating the Profitability profile of the Bank.
• Senior Management Appointments during the year included: Mr. Manish Jain as Country Head - Wholesale Banking, Mr. PankajSharma as Chief Strategy and Transformation Officer, Mr. Tushar Patankar as Chief Risk Officer, Mr. Rajat Chhalani as Chief Compliance Officer.
• The Bank received Credit Rating Upgrades from CRISIL, India Ratings & CARE for its Basel III Tier II Bonds & Infrastructure Bonds which were upgraded to A from A-/BBB+.
• The Bank also topped amongst Indian Banks with highest S&P Global ESG Score in 2023.
• YES BANK is the first Bank globally with an ISO 14001:2015 certified Environmental Management System covering 1,186 facilities.
• The Bank was also included in BSE Next 50, BSE 100 as well as FTSE4Good indices during the year.
• The Bank is the Principal Sponsor - Indian Olympic Association (IOA) as their Official Banking Partner for Team India for Paris Olympics 2024.
• The Bank entered into a Strategic Partnership with PayTM: wherein the Bank will provide services as a PSP Payment Bank to existing & new consumers of UPI consumer App, UPI collections services to existing & new merchants and offering of settlement services.
• The Bank received several awards in the MSME Banking Excellence Awards 2023, organised by CIMSME: Awarded Best Bank for Promoting Govt. Schemes in private sector, runners-up for Best MSME Bank in the private sector.
• YES BANK was the first Indian Bank to conduct Export Finance Transaction on RXIL's (Receivables Exchange of India Limited- a TReDS platform with JV between SIDBI and NSE) ITFS (International Trade Finance Service) platform.
The Bank continued its efforts towards building a stronger retail franchise with contribution of retail advances compared to total advances, increased to ~46% in FY 2023-24 compared to 45% in FY 2022-23. Digitisation remains the Bank's key pillar to grow the Retail, SME and the Transaction Banking businesses. The Bank has seen new sanctions/disbursements of ~ Rs.1,14,000 crore in FY 2023-24 with Retail Assets disbursements of ~ Rs.42,000 crore. The Bank has significant presence within the new-age payments space with the highest market share of 34.5% in UPI transactions (by volume) in FY 2023-24.
STATE OF THE AFFAIRS OF THE BANK
The Bank's fundamentals have strengthened and it has emerged as a financially sound, wellcapitalised, well governed institution, with customer centricity and digital at the heart of its strategy. 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 while creating superior value for all its stakeholders.
BUSINESS OUTLOOK
As we progress into Fiscal 25, the overall business outlook remains healthy. The Banking sector in India has exhibited remarkable resilience in the face of many adversities. The latest Financial Stability Report (December 23) indicates that the domestic financial system remains stable, with sound balance sheets of financial institutions, and which is expected to continue to support the funding needs of a growing economy. On a y-o-y basis, one should expect some moderation in the credit growth from the banking system that accounts for a high base of the last year and relative expected moderation in GDP growth rate to around 7% in Fiscal 25.
The Government is expected to continue with its reforms momentum and keep up the pace of capex investments. Various surveys have indicated that likely crowding-in of private investments which may further boost credit demand. With the RBI increasing the risk weight of some of the segments of personal loan, the impact was already visible in the last four months of Fiscal 24 and we expect the pace of growth in this segment to slow down going forward; with some offsets likely to continue to come from sustained growth in Housing segment.
As we may see rate cut cycle beginning to unfold at some point in Fiscal 25, it is expected that financial markets may exhibit some volatility. A falling interest rate scenario is expected to be detrimental for the net interest margins (NIMs) for the banking sector as transmission of rate cuts on the asset side is generally faster than on the liability side. Continued global geopolitical tensions could, on the other hand, temper the growth outlook and hence lead to moderation in credit growth. Geopolitical risks also raise the fear of a rise in commodity prices and could also lead to hampering economic growth and hence credit growth.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Bank.
FINANCIAL PERFORMANCE (STANDALONE)
*For the purpose of determining ROE, the Bank has considered weighted average shareholder funds during the previous year. Basis simple average of shareholder funds the ROE of the previous year is 1.9%.
# Normaiized C/i (ex- PSLC & interest on Income Tax Refund) at 72.2% for FY24 v/s. 72.6% for FY23.
Net Profit for FY 2023-24 is Rs.12,510.8 million as compared to profit of Rs.7,174.09 million for the FY 2022-23 higher by 74.4%. The Bank's operating profit increased by 6.4% Y-o-Y on the back of Nil and higher Non-Interest Income.
Net interest income (Nil) of the Bank increased by 2.2% to Rs.80,946.2 million during FY 2023-24 as compared to Rs.79,175.72 million during FY 2022-23. The Net interest Margin (NIM) was 2.4% in FY 2023-24. Non-interest income consists of fee, trade income and gain on sale of securities. Non-interest income increased by 38.8% from Rs.36,850.57 million in FY 2022-23 to Rs.51,142.99 million in FY 2023-24. Higher non-interest income and Nil was largely offset by higher operating expenditure.
Operating expenses increased by 16.7% from Rs.84,198.65 million in FY 2022-23 to Rs.98,226.58 million in FY 2023-24.
The employee cost increased from Rs.33,627.00 million in FY 2022-23 to Rs.37,742.78 in FY 2023-24. Other operating cost increased by 19.6% from Rs.50,571.64 million in FY 2022-23 to Rs.60,483.8 million in FY 2023-24.
Provisions and contingencies (excluding provision for taxes) decreased by 15% from Rs.22,198.46 million in FY 2022-23 to Rs.18,862.83 million in FY 2023-24.
DIVIDEND
During FY 2023-24, 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, 2024:
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 year are as under:
Year
SHARES TRANSFERRED/CREDITED TO IEPF
During the Financial Year 2023-24, the Bank transferred 60,761 Equity Shares to IEPF corresponding to unclaimed dividend for the year 2015-16. The IEPF Authority holds 2,84,156 Equity Shares in the Bank as at March 31, 2024.
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.
CAPITAL RAISING & CAPITAL ADEQUACY RATIO ("CAR")
During the year ended March 31,2024, the Bank has issued 13,106,772 equity shares (Previous year: 3,666,651 equity shares) of face value of Rs.2 each pursuant to the exercise of stock options by employees under the approved stock option schemes.
During the previous year ended March 31,2023, the Bank had issued 3,696,155,702 equity shares of face value Rs.2 each fully paid up for cash on a preferential basis.
Post allotment of aforesaid equity shares, the issued, subscribed and paid up share capital of the Bank stands at Rs.57,535,764,212 comprising of 28,767,882,106 equity shares of Rs.2 each as at March 31, 2024.
The Bank has not issued any equity shares with differential voting rights during the year.
MOVEMENT IN SHARE CAPITAL & CAPITAL ADEQUACY RATIO ("CAR")
CET-I ratio is at 12.2% (CET-I ratio post redemption of share warrants is 13.2%) and CRAR is at 15.4%. NNPA ratio significantly improved at 0.58%.
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's Enterprise Risk Management framework encompasses the following:
Risk Management Governance Framework:
The Bank has implemented an Enterprise Risk Governance framework to ensure non-silo-based 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
- Business Management: Each business segment of the Bank has risk ownership and is responsible for assessment and management of risks and has the overall responsibility of the management and mitigation of the Risk. The segments are required to implement appropriate procedures to fulfil their risk governance responsibilities.
Second Line of Defence
- Independent Control functions: The Bank's independent oversight functions, such as, Risk Management, Credit Underwriting, Compliance, Legal, Risk Intelligence and Control Unit etc. set standards for management and oversight of risks, including compliance with applicable laws, regulatory requirements, and policies.
• Risk Management:
Risk Management team reporting to the Chief Risk officer, establishes policies and guidelines for risk assessment and management and contributes to controls and tools to manage, measure and mitigate risks faced by the Bank. Risk Management comprises units such as Enterprise Risk Management, Market Risk, Operational Risk, Legal Risk, Information Security, Portfolio Analytics, Wholesale Credit Risk Policy, Credit Risk Modelling, Retail, SME & Rural Policy and Portfolio Management, Risk Secretarial Unit, Risk Rating Unit, Risk Intelligence and Control, Anti-Money Laundering etc. which are responsible for independent review, monitoring and reporting of all risk control parameters and taking appropriate corrective actions wherever necessary. These units also ensure compliance to internal policies and regulatory guidelines.
• Credit Underwriting:
The Credit Risk team reporting to the Chief Credit Risk Officer, ensures an independent assessment of credit proposals. The Credit Risk 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 wellas implementation of recommendations made therein. This ensures that the overallCompliance Risk of the Bank is managed and mitigated.
Third Line of Defence
- The Bank's InternalAudit 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 and 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 materialrisks 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, Credit Policy, Asset Liability Management Policy, Operational Risk Management Policy, Information Security Policy, Enterprise Risk Management Policy, Group Risk Management Policy, Model Risk & Governance Policy, Risk Based Pricing Policy, Stress Testing Policy, etc. which lay down the Risk Appetite Framework within the overall Risk Appetite Statement.
The Board has put in place four Board level Committees which inter-alia pertain to Risk Management, viz. Risk Management Committee ("RMC"), Audit Committee of the Board ("ACB"), Fraud, Willful Defaulters and Non Co-operative Borrowers Monitoring Committee (FWD & NCBMC) 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 Committees have in turn set up various Executive level Committees for oversight over specific risks.
1. Apex Management Committee
2. Enterprise Risk Management Committee
3. Model Assessment Committee
4. Management Credit Committee
5. Executive Credit Committee
6. Asset & Liability Management Committee
7. Operational Risk Management Committee
8. Standing Committee on Customer Service
9. Fraud & Suspicious Transaction Monitoring Committee
10. Committee for Classification of Wilful Defaulters & Non-Cooperative Borrowers
11. Accountability Review Committee
12. Whistle Blower Committee
13. Disciplinary Committee
14. Internal Committee under POSH
15. Steering Committee for IFRS (IndAS)
16. Product Process Approval Committee
17. IT Steering Committee
18. Security Council
19. Stressed Asset Monitoring Committee
20. Sustainability Council
21. Fraud Identification Committee
22. Governing Body for IBU (IFSC Banking Unit)
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-avis Risk Limits and Risk Appetite, 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 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.
DEPOSITS
Being a banking company, the disclosures required as per Rule 8(5)(v) & (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 organisation.
Some of the key awards won in FY 2023-24:
1. Great Place To Work certification by the Great Place to Work ? (GPTW) Institute, India
2. Top Performer in Primary Market Segment (Debt - Banks) for F.Y. 2022-23 by Bombay Stock Exchange (BSE)
3. Best Bank for Promoting Government Schemes in the Private Sector (Winner) at MSME Banking Excellence Award and Best MSME Bank in the Private Sector (Runner up) at MSME Banking Excellence Award, organised by Chamber of Indian Micro Small and Medium Enterprises
4. Winner for Best Product/Service Innovation category at 18th ASSOCHAM Annual Summit & Awards for Banking & Financial Sector Lending Companies
5. GOLD for Brand Turnaround of the Year, SILVER for Indian Brand of the Year and GOLD for Best Out-ofHome Marketing Campaign of the Year at BRANDING & MARKETING Summit-cum-Excellence Awards organised by ASSOCHAM
6. Dynamo Award at Karma Summit 2023 from Goodera in partnership with Omidyar Network
7. Team of the Year Award for 2023 - 24 at IBLJ Legal Team Garners Award
8. Silver SKOCH ESG Award 2024 in Sustainable Finance category
9. FINNOVITI 2023 AWARD FOR YES PAY HUB at the BANKING FRONTEIRS FINNOVITI 2023
DIVERGENCE IN ASSET CLASSIFICATION AND PROVISIONING FOR NPAs
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 the year ended March 31,2023.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As at March 31, 2024, the Bank had one wholly-owned subsidiary, i.e. YES Securities (India) Limited ("YSIL").
The Bank does not have any material subsidiary, 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 2023 - 24, the Bank had made capital infusion in YSIL of an amount aggregating to Rs.1,000 million through acquisition of 1,79,37,200 equity shares of Rs.10 each at a premium of Rs.45.75 per share, of YSIL under Rights Issue.
Performance and Financial Position of YSIL is given in Management Discussion & Analysis which forms part of this Annual Report.
The brief details about business of the subsidiary company is as under:
YES Securities (India) Limited
YSIL is a Wholly Owned Subsidiary of the Bank that completed eleventh year of its operation in the FY 2023 - 24. YSIL is a full-scale capital market intermediary that offers retail, HNI, corporate and institutional customers a comprehensive range of products and services encompassing Broking, Research and Institutional Equities sales and trading.
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") & 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.
Further, effective from January 01, 2024, YSIL has transferred its Investment Banking business and Merchant Banking business to the Bank so as to focus on its core business activities which inter-alia includes broking business.
The Consolidated Financial Statements of the Bank for the Financial Year ended March 31, 2024 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.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.
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 InternalFinancialControls 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
Subsequent to March 31, 2024, the Bank has received the remaining amount towards conversion of the outstanding share warrants (being an amount equivalent to 75% of the exercise price of the per Share Warrants of Rs.14.82) aggregating to Rs.14,225.88/- million each from CA Basque Investments on April 18, 2024 and from Verventa Holdings Limited on May 05, 2024 respectively (for 1,27,98,80,909 Share Warrants each on both instances).
Further, pursuant to allotment of the Equity Shares on conversion of the aforesaid Share Warrants in the ratio of 1:1, the total issued, and paid-up share capital of the Bank increased from Rs.57,535.76/- million consisting of 28,76,78,82,106 equity shares of face value Rs.2/- each as on March 31, 2024 to Rs.62,659.29/- million consisting of 31,32,96,43,483 equity shares of face value Rs.2/- each as on May 5, 2024. Moreover, there was also a resultant increase in share premium of the Bank from Rs.366,612.15 million as on March 31, 2024 to Rs.399,428.30 million as on May 5, 2024.
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 (wholly-owned subsidiary), for which necessary approvals were taken from the Board of Directors: •
• Transfer of Merchant Banking Business and Investment Banking Business from YES Securities (India) Limited to the Bank
• Capital Infusion by the Bank
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 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, 2024) 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, 2023 and March 31, 2024 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 Rs.name=policies pdf6.pdf.
DIRECTORS & KEY MANAGERIAL PERSONNEL
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 Financial Year 2023-24, Mr. SunilKaul and Ms. Shweta Jalan, Non-Executive Directors and Nominee of CA Basque Investments and Nominee of Verventa Holdings Limited respectively were recategorized as Non-Executive Directors retiring by rotation. Further, Mr. Thekepat Keshav Kumar and Mr. Sandeep Tewari, Nominee Directors of State Bank of India were categorized as Nominee Director non-retiring directors.
Mr. SunilKaul, Non-Executive Director, Nominee of CA Basque Investments was liable to retire by rotation and being eligible was reappointed by the members of the Bank at the 19th AGM held on August 18, 2023.
RETIREMENT BY ROTATION:
In terms of Section 152 of the Companies Act, 2013, Ms. Shweta Jalan, Non-Executive Director, Nominee of Verventa Holdings Limited is liable to retire at the ensuing Annual General Meeting and being eligible seeks re-appointment. A resolution seeking shareholders' approval for the re-appointment forms part of the Notice of said AGM.
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. Prashant Kumar, Managing Director & Chief Executive Officer;
(ii) Mr. Rajan Pental, Executive Director;
(iii) Mr. Niranjan Banodkar, Chief Financial Officer; and
(iv) Mr. Shivanand Shettigar, Company Secretary.
During the FY 2023-24, there has been no change in the Key Managerial Personnel of the Bank.
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
In line with the provisions of the Companies Act, 2013, Listing Regulations and SEBI Guidance Note on the Board Evaluation dated January 05, 2017 and as per the performance evaluation framework, the Board has carried out the performance evaluation of the Directors including Chairman, Managing Director & CEO, Executive Director, Board Level Committees and Board as a whole for the FY 2023-24.
During the year, Board Performance Evaluation exercise was conducted through an Independent External Agency of repute in the subject and for ensuring candid participation by each Board Member.
Online questionnaires were circulated for the evaluation of the Board, its Committees and the individual members of the Board (including the Chairman, Managing Director & CEO and Executive Director), in accordance with the performance evaluation framework.
The said questionnaires covered various aspects of evaluation, including the following:
i. Individual Directors - Attendance and Participation, Contribution in Strategic Planning, Responsibilities towards Stakeholders, collaborative relationship with other directors, active participation and contribution during meetings, Compliance & Governance and Updation of Knowledge.
ii. MD&CEO and Executive Director-Experience and Knowledge, Performance of the Bank, Leadership, Attendance and Participation, Contribution in Strategic Planning and Responsibilities towards Stakeholders.
iii. Chairman-Conduct of Meeting, Impartiality, Attendance and Participation, Experience and Knowledge, Leadership, Contribution in Strategic Planning, Responsibilities towards Stakeholders and effective use of resources.
iv. Board - Composition and Diversity, balance of skill sets, Committees of the Board, Discussions at the Meetings, Teamwork and Cohesiveness of Board decisions, Understanding of roles and responsibilities and Grievance redressal of Stakeholders.
v. Committees - Composition and balance of skill sets, adherence to pre-approved meeting schedule, frequency and overall contribution, understanding of regulatory environment and developments, Interaction with Board, Independence of Committee from Board and justice to the role of the Committees.
The evaluation methodology in addition to the detailed online questionnaires covering various parameters relevant for the Board and Committees also had a one-on- one discussion with the Directors.
Based on the assessment of the responses received to the questionnaire from the Directors, the Independent Directors at their meeting held on May 17, 2024, reviewed the performance of Non-Independent Directors, Chairman, Managing Director & CEO, Executive Directors and Board as a whole and submitted the summary report of evaluation to the Board for their consideration. Further, the Board at its meeting held on May 17, 2024, based on the summary report of the Independent Directors and the responses received to the questionnaire, assessed the performance of the Directors including Chairman, Managing Director & CEO, Executive Directors, Board Level Committees and Board as a whole and submitted the summary report of evaluation to N&RC for reviewing the implementation of performance evaluation as per the approved framework.
The performance evaluation process for FY 2023 - 24 conducted through the Independent External Agency, was completed to the satisfaction of the Board. The outcome of the evaluation portrayed Board Members confidence in the ethical standards of the Bank, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information and updates 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 specific actionable with due emphasize and focus on sustainable improvement in governance practices, business strategy and growth, long term succession planning and talent management.
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 Policy for Remuneration of Directors including the Chairman of the Bank. The details of the same are made available on the Bank's website and can be accessed at https://www.yesbank.in/pdf Rs.name=board kmp sr mgmt remuneration policy pdf.pdf .
Further, the Bank has a separate 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.
EMPLOYEE REMUNERATION1
(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 financialsuccess. The Bank provides its employees a platform for participating in important decision making and instilling long term commitment towards future growth of the Bank by way of rewarding them through Stock Options. In terms of Total Rewards Policy of the Bank, employees are granted options as part of Annual Performance Review process based on their performance as well as to ensure their retention, and to hire the best talent for its senior management and key positions. The detailed disclosures as stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is hosted on the website of the Bank at www.yesbank.in/pdf Rs.name=esos disclosure pursuant to regulation 31march2024.pdf
CORPORATE GOVERNANCE
The Bank is committed to follow best Corporate Governance practices and adheres to the Corporate Governance requirements set by the Regulators under the applicable Laws/Regulations. In line with the foregoing, the Bank has adopted a Code of Corporate Governance which acts as a guide to the Bank and the Board on the best practices in the Corporate Governance.
A separate section on Corporate Governance standards followed by the Bank and the relevant disclosures, as stipulated under Listing Regulations, Companies Act, 2013 and rules made thereunder forms part of the 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 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 vigilmechanism, 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.yesbank.in/pdf/ybl corporate socialresponsibility policy .
AUDITORS & REPORTS OF THE AUDITORS
A. STATUTORY AUDITORS:
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 April27, 2021, the shareholders of the Bank at the 17th Annual General Meeting ('AGM') held on August 27, 2021 had approved the appointment of M/s. Chokshi & Chokshi LLP, Chartered Accountants, (ICAI Firm Registration No. 101872W/W100045) as one of the joint statutory auditors of the Bank. M/s. Chokshi & Chokshi LLP was appointed until the conclusion of 20th AGM of the Bank which is to be held in the year 2024. 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 two more full year terms to continue as one of the joint statutory auditors of the Bank subject to RBI approval for re-appointment from time to time.
The Board of Directors, on the recommendation of the Audit Committee, has finalized for recommendation to RBI for approval, the name of M/s CNK & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101961W/ W100036) as the first preferred firm to act as Joint Statutory Auditors of the Bank in relation to the Financial Years 2024-25, 2025-26 and 2026 - 27, subject to approval of the shareholders at the ensuing Annual General Meeting (AGM). This firm shall act as the Joint Statutory Auditors along with M/s G. M. Kapadia & Co., Chartered Accountants for the remainder of the latter's tenure. Appropriate resolutions in this regard are also being proposed at the ensuing AGM.
There were no qualifications, reservation or adverse remarks made by the Statutory Auditors in the Auditor's Report for Financial Year 2023-24.
B. SECRETARIAL AUDITORS:
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 2023-24. The Bank provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the FY 2023-24 is annexed to this report as Annexure 3. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report for FY 2023-24.
In terms of SEBI Circular no CIR/CFD/CMD1/27/2019 dated 8 February, 2019, relating to Annual Secretarial Compliance Report, the Bank had appointed M/s. BNP & Associates, Practicing Company Secretaries, for issuing the aforesaid report for FY 2023-24. The Bank has submitted the Annual Secretarial Compliance Report to the Stock Exchanges within the prescribed time limit.
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 2023-24, pursuant to Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditors of the Bank have reported any instances of frauds committed in the Bank by its officers or its employees.
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 or courts or tribunals 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. Since the maiden issuance by YES BANK, the Green Bonds market has witnessed a steady growth. Driven by its commitment on mainstreaming green finance, YES BANK has issued three green bonds, out of which two green bonds are outstanding as of March 31, 2024:
• February 2015: YES BANK issued India's first-ever Green Infrastructure Bonds, raising an amount of Rs.1,000 crore (bearing ISIN: INE528G08279). This 10 year tenor bond witnessed strong demand from leading investors including Insurance companies, Pension & Provident Funds, Foreign Portfolio Investors, New Pension Schemes and Mutual Funds •
• August 2015: YES BANK raised Rs.315 crore 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.
• December 2016: YES BANK raised Rs.330 crore, through an issue of a 7-year Green Infrastructure Bonds (bearing ISIN INE528G08360) to FMO, the Dutch Development Bank, on a private placement basis. The green infrastructure bonds have been redeemed upon maturity in December 2023.
The proceeds of the outstanding green infrastructure bonds are 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).
The GBP 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's communication to investors through an annual update includes:
• List of projects to which proceeds have been allocated to, with brief description including amounts disbursed, installed capacity
• Qualitative/Quantitative potentialimpacts associated with projects
• Information on investment of unallocated proceeds in liquid instruments
Impacts
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.
List of projects against which outstanding green bond proceeds have been allocated as on March 31, 2024 is provided below:
*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 19.0 dated December 2022' (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.
The temporary unallocated proceeds ( Rs.315 crore of Rs.315 crore bond issued in August 2015) are allocated in Government Securities and will be allocated back to eligible projects, when available.
The independent verification statement issued by DNV Business Assurance India Private Limited is attached herewith as Annexure 4.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The disclosures required to be made under Section 134(3) (m) of the Companies Act, 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.
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, 2024 on its website at https://www.yesbank. in/about-us/investors-relation/financial-information/ annual-reports.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirm that the Bank has complied with the 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.
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 redressalof complaints.
The Bank forewarns its employees from indulging in any unwelcome acts or behaviour, which could be construed as sexual harassment, either directly or impliedly. 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 aforementioned 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 InternalCommittee 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:
*The investigation and action for these cases will be completed within the stipulated timelines.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep and sincere gratitude to the customers of the Bank for their confidence and patronage, as well as to the Reserve Bank of India, Securities and Exchange Board of India, Government of India, and other Regulatory Authorities for their cooperation, support and guidance. Your Directors would like to express a deep sense of appreciation for the commitment shown by the employees in supporting the Bank. We would also like to thank all our valued partners, vendors and stakeholders who have played a significant role in continuing to support the Bank.
For and on behalf of the Board of Directors