Transitional Disclosure:
In compliance with the RBI Investment Master Directions, the Bank has implemented changes relating to classification, measurement, and valuation of investments with effect from April 1, 2024. Consequently, the Bank has accounted net transition valuation gain of ' 1,247.89 million (net of tax) in General Reserve (included in "General Reserves"), resulting into net positive impact on net worth of the Bank on transition. The Bank has also transferred balance in Investment Reserve amounting to ' 1,016.84 million on the date of the transition to General Reserve (included in "General Reserves") in compliance with these Directions.
Subsequent changes in fair value of performing investments under Available For Sale ('AFS') and Fair Value Through Profit and Loss ('FVTPL') (including Held for Trading ('HFT')) categories have been recognised through AFS reserve and Profit and Loss account respectively. Accordingly, the amounts for periods pertaining to previous financial year are not comparable.
III) Sales and transfers of securities to/from Held to Maturity (HTM) category
During the year ended March 31, 2025 and year ended March 31, 2024, the Bank has not sold and transferred securities from HTM category exceeding 5% of the book value of investment held in HTM category at the beginning of the year. Hence, in line with RBI guidelines, specific disclosures on book value, market value, and provisions if any, relating to such sale and transfers are not made.
The 5% threshold referred to above does not include onetime transfer of securities to/from HTM category with the approval of Board of Directors permitted to be undertaken by banks as per extant RBI guidelines, sale of securities under pre-announced Open Market Operation (OMO)/switch operations auction to the RBI, repurchase of securities under buyback/switch operations by Government of India (GoI), repurchase of state development loans by respective state Government under buyback/switch operations, additional shifting of securities explicitly permitted by the RBI and sale of securities or transfer to AFS / HFT consequent to the reduction of ceiling on SLR securities under HTM.
17.5.18 Currency Futures
The Bank had dealt in exchange traded currency forwards (Futures) during the year ended March 31, 2025 and financial year ended March 31, 2024. There were Nil open contracts on the exchange at March 31, 2025 and March 31, 2024.
17.5.19 Disclosures on risk exposure in derivatives
As per RBI Master circular DOR.ACC.REC.No.45/21.04.018/2021-22 dated August 30, 2021, the following disclosures are being made with respect to risk exposure in derivatives of the Bank:
Qualitative disclosures:
a) Purpose: The Bank uses Derivatives including Forwards & swaps for various purposes including hedging its currency and interest rate risk in its balance sheet, customer offerings and proprietary trading. The management of these products and businesses is governed by Market Risk Policy, Investment Policy, Derivatives Policy, Derivatives Appropriateness Policy, Hedging Policy and Asset Liability Management (ALM) policy.
b) Structure: The Board of Directors of the Bank have constituted a Board level sub-committee, the Risk Management Committee ('RMC') and delegated to it all functions and responsibilities relating to the risk management policy of the Bank and its supervision thereof.
c) As part of prudent business and risk management practice, the Bank has also instituted a comprehensive limit and control structure encompassing Value-at-Risk (VAR), Sensitivity, Greeks, Stop loss & credit limits for derivative transactions including suitability and appropriateness framework. The Bank has an internal reporting mechanism providing regular reports to the RMC as well as to the management of the Bank. Such a structure helps the Bank to monitor and mitigate market risk across FX and interest rates.
d) The Bank has an independent Middle Office and Market Risk functions, which are responsible for monitoring, measurement, and analysis of derivative related risks, among others. The Bank has a Credit Risk Management unit which is responsible for setting up counterparty limits and also a treasury operation unit which is responsible for managing operational aspects of derivatives including settlement of transactions. The Bank is subject to a concurrent audit for all treasury transactions, including derivatives transactions, a monthly report of which is periodically submitted to the Audit & Compliance Committee of the Bank.
e) I n addition to the above, the Bank independently evaluates the potential credit exposure on account of all derivative transactions, wherein risk limits are specified separately for each product, in terms of both credit exposure and tenor. As mandated by the Credit Policy of the Bank, the Bank has instituted an approval structure for all treasury/derivative related credit exposures. Wherever necessary, appropriate credit covenants are stipulated as trigger events to call for collaterals or terminate transaction and contain the risks.
f) The Bilateral Netting of Qualified Financial Contracts Act, 2020 (the Act), has been notified by the Government of India and subsequent to this the RBI through circular dated March 30, 2021 allowed netting of the Qualified Financial Contracts (QFC). In respect of derivative contracts, the Bank has computed the exposure under the Current Exposure Method for counterparty credit risk capital computation based on the guidelines issued by RBI on "Bilateral Netting of Qualified Financial Contracts - Amendments to Prudential Guidelines" dated March 30, 2021 and subsequent amendments dated March 31, 2022 and August 11, 2022 for eligible counterparties. There is no change in Current Exposure Method (CEM) computation for Non-Bilateral Counterparties & Quasi Central Counter Party (QCCP) trades.
g) The Bank reports all trading positions to the management on a daily basis. The Bank revalues its trading position on a daily basis for Management and Information System ('MIS') and control purposes and records the same in the books of accounts on a monthly basis.
h) For derivative contracts in the banking book designated as hedge, the Bank documents at the inception of the relationship between the hedging instrument and the underlying exposure, the risk management objective for undertaking the hedge and the Asset Liability Committee (ALCO) monitors all outstanding hedges on a periodical basis. Further the Bank's 'Hedging Policy' has stipulated conditions to ensure that the Hedges entered into are effective.
1) Denotes absolute value of loss which the Bank could suffer on account of a change in interest rates by 1% which however doesn't capture the off-setting exposures between interest rate and currency derivatives.
2) PV01 exposures reported above may not necessarily indicate the interest rate risk the Bank is exposed to, given that PV01 exposures in Investments (which may offset the PV01 reflected above) do not form part of the above table.
3) The notional principal amount of foreign exchange contracts classified as trading at March 31, 2025 amounted to ' 6,041,458.27 million (previous year: ' 3,811,879.38 million). For these trading contracts, as on March 31, 2025, marked to market position was asset of ' 38,549.28 million (Previous year: ' 9,484.53 million) and liability of ' 42,781.18 million (Previous Year: ' 16,213.26 million). The notional principal amount of foreign exchange contracts classified as hedging at March 31, 2025 amounted to ' 149,616.34 million (previous year: ' 23,497.39 million). Credit exposure on forward exchange contracts at March 31, 2025 was ' 178,597.50 million (Previous Year: ' 101,064.49 million) of which exposure on The Clearing Corporation of India Limited ('CCIL') is ' 142,499.31 million (Previous Year: ' 82,054.38 million).
17.5.21 Divergence in Asset Classification and Provisioning for NPAs
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.
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 FY2024 and FY2023.
17.5.22 Disclosure as per requirement of Prudential Framework for Resolution of Stressed Assets
Details of Resolution Plan (RP) implemented during the year under Prudential Framework for Resolution of Stressed Assets dated June 07, 2019:
Capital market exposure is reported in line with Para 2.3 of RBI's Master Circular on Exposure Norms dated July 1, 2015 (DBR.No.Dir. BC.12/13.03.00/2015-16).
* Exposure of Stock Broker comprises Fund-based & Non-fund based portfolio and the Consolidated Exposure is inclusive of 'YES Securities (India) Limited'
* Out of the above ' 5,553.38 million (Previous years: ' 6,072.72 million) is exposure to YES Securities (India) Limited, which is a subsidiary of the Bank.
17.5.34 Risk Category wise Country Exposure
As per the extant RBI guidelines, the country exposure (direct and indirect) of the Bank is categorised into various risk categories listed in the following table. As at March 31, 2025, the net funded country exposure (direct) of the Bank as a percentage of total funded assets for United States of America is 1.12% (for previous year March 31, 2024 United States of America was 0.44%). As the net funded exposure to United States of America exceeded 1.0% of total funded assets, the Bank held a provision of ' 127.88 million on country exposure (direct and indirect) at March 31, 2025 based on RBI guidelines.
17.5.35 Details of factoring exposure
The factoring exposure of the Bank outstanding as on March 31, 2025 is ' 13,423.32 million (Previous year: ' 6,047.19 million). Miscellaneous
17.5.36 Disclosure on borrowing and lending activities
The Bank, as part of its normal banking business, grants loans and advances, makes investments, provides guarantees to and accept deposits and borrowings from its customers, other entities and persons. These transactions are part of the Bank's normal banking business and are undertaken in accordance with the guidelines prescribed by the Reserve Bank of India.
Other than the transactions described above, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Bank to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in other persons or entities identified by or on behalf of the Bank (Ultimate Beneficiaries) or provide any guarantee, security or like on behalf of the Ultimate Beneficiaries.
The Bank has also not received any fund from any persons or entities, including foreign entities ('Funding Party') with the understanding, whether recorded in writing or otherwise, that the Bank shall whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
17.5.37 Concentration of Deposits
The below table represents the deposits of top 20 depositors (excluding certificate of deposits, which are tradable instruments) as at March 31, 2025 and March 31, 2024.
Basic earnings per equity share has been computed by dividing net profit / (loss) for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding for the year. Diluted earnings per equity share has been computed by dividing the net profit / (loss) for the year attributable to the equity shareholders by the weighted average number of equity shares and dilutive potential equity shares outstanding during the year, except where the results are anti-dilutive. The dilutive impact is on account of stock options granted to employees by the Bank and allotment of share warrants convertible into equity shares. There is no impact of dilution on the profits in the current year and previous year.
As the contribution expected to be paid to the plan during the annual period beginning after the balance sheet date is based on various internal/external factors, a best estimate of the contribution is not determinable.
The above information is as certified by the actuary.
National Pension Scheme (NPS)
The Bank has contributed ' 112.62 million for the year ended March 31, 2025 (Previous year: ' 83.41 million) to NPS for employees who had opted for the scheme. The Bank has no liability for future fund benefits other than its annual contribution for the employees who agree to contribute to the scheme.
Provident Fund (PF)
The Bank has recognised in the profit and loss account ' 1,382.92 million for the year ended March 31, 2025 (March 31, 2024: ' 1,323.45 million) towards contribution to the provident fund.
Compensated absences
The Bank has recognised ' 137.66 million in the profit and loss account for the year ended March 31, 2025 (March 31, 2024: ' 94.02 million) towards compensated absences.
17.5.52 Segment Reporting
Pursuant to the guidelines issued by RBI on Accounting Standard 17 "Segment Reporting" - Enhancement of Disclosures dated April 18, 2007, effective from period ending March 31, 2008, the following business segments have been reported.
Business segments have been identified and reported taking into account the target customer profile, the nature of products and services, the differing risks and returns, the organisation structure, the internal business reporting structure, guidelines prescribed by the RBI and in accordance with the Accounting Standard 17. Accordingly, this disclosure has been prepared basis principles laid down in the regulatory guidelines which is distinct from the internal business segments reporting of the Bank.
• Treasury: Includes investments, all financial markets activities undertaken on behalf of the customers, proprietary trading, maintenance of reserve requirements and resource mobilisation from other banks and financial institutions.
• Corporate Banking / Wholesale Banking: Includes lending, deposit taking and other services offered to corporate customers.
• Retail Banking: Includes lending, deposit taking and other services offered to retail customers. RBI in its Circular DOR.AUT. REC.12/22.01.001/2022-23 dated April 7, 2022, for the purpose of disclosure under Accounting Standard 17, Segment Reporting, has identified 'Digital Banking' as a sub-segment under Retail Banking. The Bank has presented segment results pertaining to the said DBU of the Bank in sub-segment 'Digital Banking' of Retail banking segment.
• Other Banking Operations: Includes para banking activities like third party product distribution which is undertaken through branches, custody, clearing and demat operations etc.
Notes for segment reporting:
1. The business of the Bank is largely concentrated in India. Business conducted through IFSC Banking Unit ('IBU') of the Bank situated in GIFT City, Gujarat is considered as overseas operation that is subject to different risks and returns than domestic operations of the Bank. Since revenue, result or assets emanating from the Bank's IBU opearations do not meet disclosure threshold for the years presented above, there are no separate reportable geographical segments.
2. In computing the above information, certain estimates and assumptions have been made by the Management.
3. I ncome, expense, assets and liabilities have been either specifically identified with individual segment or allocated to segments on a systematic basis or classified as unallocated.
4. The unallocated assets Includes tax paid in advance/tax deducted at source and deferred tax asset.
5. The unallocated liabilities include Share Capital and Reserves & Surplus.
6. Inter-segment transactions have been generally based on transfer pricing measures as determined by the Management.
During the year ended March 31, 2025, the Bank has reported net profit of ' 24,058.59 million. The Bank continues to carry the aforesaid deferred tax asset in its Balance Sheet in terms of Accounting Standard 22 "Accounting for Taxes on Income". The realizability of the deferred tax assets has been assessed by the management of the Bank. The Bank has opted to exercise the option permitted under section 115BAA of the Income-tax Act, 1961. Accordingly, the Bank has recognised Provision for Income Tax basis the rate prescribed in the aforesaid section.
17.5.54 Related Party Disclosures
The Bank has transactions with its related parties comprising of subsidiary, enterprise over which the Bank has control by way of controlling the composition their governing body, key management personnel, the relatives of key management personnel and investing company.
As per Accounting Standard 18 "Related Party Disclosures", notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014, the Bank's related parties for the period ended March 31, 2025 are disclosed below:
Subsidiary
• YES Securities (India) Limited
Enterprise over which the Bank has control by way of controlling the composition of their corresponding governing body
• YES Foundation
Individuals having significant influence & Key Management Personnel ('KMP') (Whole time Directors) and their relatives (to the extent transactions made):
• Mr. Prashant Kumar, Managing Director & CEO Relatives - Neelam Agarwal
• Mr. Rajan Pental, Executive Director
Relatives - Anju Pental, Aryan Pental, Shreya Pental, Jyoti Walia, Sangeeta Rajpal, Praveen Rajpal, Rajeev Kumar
• Mr. Manish Jain, Executive Director*
Relatives - Sarika Jain, Dr. Mahesh Chand Jain, Sushma Jain, Arushi Jain * Mr. Manish Jain has been appointed as Executive Director effective December 11, 2024.
17.5.55 Operating Leases
Lease payments recognised in the profit and loss account for the year ended March 31, 2025 was ' 4,852.52 million (Previous year: ' 4,300.20 million). During the year ended March 31, 2025, the Bank paid minimum lease payment ' 4,634.80 million (Previous year: ' 4,051.11 million).
The Bank does not have any provisions relating to contingent rent.
The terms of renewal/purchase options and escalation clauses are those normally prevalent in similar agreements. There are no undue restrictions or onerous clauses in the agreements.
17.5.56 ESOS disclosures
Effective September 10, 2020 nomenclature of YBL Employee Stock Option Scheme, 2018 ('YBL ESOS - 2018') changed to YBL Employee Stock Option Scheme, 2020 (YBL ESOS 2020) and all the plans under the said scheme continue to be valid. The YBL ESOS 2020 consists of YBL Joining Employee Stock Option Plan, 2018 (JESOP 2018), YBL Performance Employee Stock Option Plan, 2020 (PESOP 2020) and YBL MD&CEO Stock Option Plan, 2020 (MD&CEO Plan 2020). All new Options have been granted under the YBL ESOS 2020 (which inter-alia consist of JESOP 2018, PESOP 2020 and MD & CEO Plan 2020). YBL ESOS 2020 and plans formulated thereunder are in compliance with the SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 (SEBI ESOP Regulations) as amended from time to time. Source of shares are primary in nature, since the Bank has been issuing new equity shares upon exercise of options.
Grants under JESOP V and PESOP II -2010 ('the old plans') had been discontinued w.e.f. June 12, 2018 pursuant to coming into effect of YBL ESOS 2018. Grants under PESOP 2018 (the old plans') had been discontinued post April 1, 2019 pursuant to coming into effect of YBL ESOS 2020. However, options already granted and exercisable under all the old plans are valid in accordance with the terms & conditions mentioned therein.
Further, the Bank has introduced two new plans under the YBL ESOS 2020 in FY'25, YBL MD&CEO (NEW) Stock Option Plan, 2025 (MD&CEO Plan 2025) and YBL Performance Employee Stock Option Plan, 2025 (PESOP 2025), approved via a resolution passed on February 22, 2025, pursuant to this, grants under MD&CEO Plan 2020 and PESOP 2020 have been discontinued. However, any Options already granted under the abovementioned plans would be valid in accordance with the terms & conditions mentioned in the plans.
Options under all the above-mentioned plans are granted for a term of 10 years (inclusive of the vesting period as mentioned below) and are settled with equity shares to the beneficiary upon exercise:
RSU / RESTRICTED STOCK UNITS PLAN
The Bank launched the "YBL Restricted Stock Units Plan 2024" (RSU-2024) for its employees effective August 23, 2024, the plans formulated are in compliance with the SEBI ESOP Regulations. Source of shares are primary in nature, since the Bank has been issuing new equity shares upon exercise of options.
Options under the aforesaid plan are granted for a term of 7 years (from the date of grant) and are settled with equity shares being allotted to the beneficiary upon exercise.
The Bank has changed its accounting policy from the intrinsic value method to the fair value method for all share-linked instruments granted beginning from April 01, 2021. The Bank has adopted the fair value method based on Black- Scholes Pricing Model, for pricing and accounting of options. The fair value of the stock-based compensation is estimated on the grant date and is recognised under employee cost over the vesting period. As a result, 'Employees cost' for the year ended March 31, 2025 pertaining to stock options plans is ' 675.76 million (Previous year: ' 312.56 million). The weighted average fair value of options granted during the year ended March 31, 2025 was ' 9.49 per option (Previous year: ' 4.07 per option).
If the Bank had adopted the Fair Value for all the options granted till March 31, 2021, the net profit after tax would have been lower by ' 250.98 million (Previous year: lower by ' 220.82 million), the basic earnings per share would have been 0.76 per share (previous year: ' 0.43) instead 0.77 per share (previous year: 0.44 per share), and diluted earnings per share would have been
0.76 per share (previous year: 0.42 per share) instead of 0.77 per share (previous year: 0.43 per share) due to the impact of the aforesaid mentioned difference between the intrinsic value of the options and fair value of the options.
Risk free interest rates over the expected life of the option are based on yield of the government securities in effect at the time of the grant. The expected life of an option is estimated based on the vesting period plus expected exercise period after vesting based on exercise behavior of the employees who receive the option. Expected exercise behavior is estimated based on the historical stock option exercise pattern of the Bank. Expected volatility during the estimated expected life of the option is based on historical volatility determined based on observed market prices of the Bank's publicly traded equity shares.
The roles and responsibilities of the N&RC are as under-
1) To review the current Board composition, its governance framework and determine future requirements and making recommendations to the Board for approval;
2) To examine the qualification, knowledge, skill sets and experience of each director vis-a- vis the Bank's requirements and their effectiveness to the Board on a yearly basis and accordingly recommend to the Board for the induction of new Directors;
3) To scrutinize nominations for Directors with reference to their qualifications and experience and making recommendations to the Board for appointment/filling of vacancies;
4) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
5) To formulate performance evaluation framework of Individual Directors (including Chairperson, Managing Director & CEO, Executive Directors, Independent Directors, Non-Independent Directors), Board as a whole and Board level Committees;
6) To review the implementation of performance evaluation framework and its compliance;
7) To evaluate whether to extend or continue the term of appointment of the independent director on the basis of report of performance evaluation of independent directors;
8) To validate 'fit and proper' status of all Directors on the Board of the Bank in terms of the Guidelines issued by the RBI or other regulatory authorities;
9) To develop and recommend to the Board Corporate Governance guidelines applicable to the Bank for incorporating best practices;
10) To implement policies and processes relating to Corporate Governance principles;
11) To formulate the criteria for determining qualifications, positive attributes and independence of a director;
12) To evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
(a) use the services of an external agencies, if required;
(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(c) consider the time commitments of the candidates.
13) To devise a Policy on Board diversity;
14) To recommend to the Board a policy relating to, the remuneration for the directors, key managerial personnel and other employees including performance/achievement bonus, perquisites, retirals, sitting fee, etc.;
15) To review the Bank's overall compensation structure and related polices with a view to attract, motivate and retain employees and review compensation levels vis-a-vis other banks and the industry in general;
16) To ensure the following while formulating the policy on the below matters:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, key managerial personnel and senior management of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
(c) remuneration to Whole time directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long- term performance objectives appropriate to the working of the Company and its goals.
17) To recommend to the Board all remuneration, in whatever form, payable to senior management;
18) To formulate detailed terms and conditions of the Employee Stock Option Schemes and to adopt, administer, enforce, modify and supervise the same;
19) To function as the Compensation Committee as prescribed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and to consider grant of stock options to employees and allot shares pursuant to exercise of Stock Options by employees;
20) To review the Human Capital Capacity Planning on annual basis;
21) To review the Succession Planning;
22) To review the HCM Policies and provide suitable guidance for additions/ modification/ deletions, if any;
23) To approve the appointment of Chief Human Resources Officer;
24) To approve the appointment of Chief Financial Officer and Company Secretary;
25) To approve the hiring requisition for any new position as MD&CEO Direct Reports;
26) To perform any other functions or duties as stipulated by the Companies Act, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and any other regulatory authority or under any applicable laws as may be prescribed from time to time.
(b) I nformation relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy.
The design and structure of remuneration process for MD & CEO/ WTDs/ MRTs is in line with the guidelines stated in the RBI circular dated 04 November 2019 (Ref. RBI/2019-20/89, DOR.APPT. BC. No. 23/29.67.001/2019-20), as amended from time to time. The remuneration for MD & CEO/ WTDs/ MRTs is adjusted for all types of risk, symmetrical with risk outcomes as well as sensitive to the time horizon of risk. Further, the compensation in all forms is consistent with the risk alignment taking into account the adherence to statutory requirements and industry practices.
The Compensation components comprise the following:
i. Fixed Pay and perquisites: Fixed Compensation includes components such as Basic Salary, Supplementary Allowance, Superannuation/ retirals and the perquisites including monetary value of reimbursements which have a monetary ceiling.
ii. Variable Pay: The Variable Pay for MD & CEO/ WTDs/ MRTs comprises Performance Bonus and Share Linked Instrument. The proportion of Variable pay to the remuneration, the composition of variable pay between Performance Bonus and Share Linked Instruments, and the deferral arrangements for payment are in line with the RBI Guidelines.
An overview of the key features and objectives of remuneration policy -
The Bank's Human Capital philosophy focuses on acquiring top quality Human Capital and empowering them to push their
boundaries beyond their comfort zones, inculcating the right mind-set based on a deep sense of organizational commitment and
ownership. This promotes a deepening of the mind share of stakeholders through superior outcomes which in turn enhances the
market share and drives sustainable growth.
In line with the above, the "Total Rewards Policy" of the Bank has the following objectives:
• Attracting and retaining top class talent
• Creating and reinforcing a strong meritocracy-based performance culture
• Reinforcing employee behaviors aligned with organizational values, which include adherence to the best Governance practices, prudent risk taking and delivering superior outcomes to stakeholders
(c) Description of the ways in which current and future risks are taken into account in the remuneration processes. It should include the nature and type of the key measures used to take account of these risks.
Our current remuneration process/ Policy considers the current and future risks in the following steps:
1. Defined Performance measures of each employee in accordance with overall target of their operating units, which is determined basis the stated risk appetite of the Bank and reflects the applicable Risk profile and tolerance.
2. Defined Key Performance Indicators (KPI) which comprise factors such as Risk Management, Superior & Consistent customer service, Cost Management, Strengthening Systems, Controls & Processes and Human Capital Development. Thus, the performance assessment is an outcome of measuring the performance holistically.
3. A significant portion of remuneration for Senior Executives of the Bank is the Variable Pay and it is dependent on the performance of Bank, Business Unit and the Individual. The Bank's Variable Pay Program rewards employees on both short-term and long-term basis. There is a direct correlation between the quantum of Variable Pay payout and level of risk exposure and level and role of an employee in the organization.
4. To assess and incorporate the future risk, deferral arrangements have been incorporated for the payout of Variable Pay, where a certain proportion of Variable Pay (Cash and Non-Cash) is deferred over a period of time for the Senior Executives of the Bank. The Bank assesses through the Business Unit Head/ Risk/ Compliance/ Audit/ Finance function for any adverse outcomes in the case of organizational or business unit or individual level prior to the payment of the deferred portion.
I n the event of a negative contribution or adverse outcomes, deferred compensation is subject to appropriate malus/ claw-back arrangements as decided by the Nomination and Remuneration Committee.
(d) Description of the ways in which the Bank seeks to link performance during a performance measurement period with levels of remuneration.
The Bank's performance management process and compensation philosophies are structured to support the achievement of the Bank's Key Strategic Objectives (KSO) such as Governance Compliance, Liability Generation, Cost Management, Customer service, Strengthening Systems, Controls & Processes and Human Capital Development. The Bank has a comprehensive process towards defining measurable Key Performance Indicators (KPIs) for MD & CEO/ WTDs/ MRTs, which are set against the financial and non-financial KSOs of the Bank, and the goals framed for the performance year have a linkage with these KSOs. The targets for these are determined at the Bank, Business Unit and Individual level. Achievement of targets is assessed during the Annual Performance Review and the performance assessment outcomes have an impact on the remuneration.
(e) A discussion of the Bank's policy on deferral and vesting of variable remuneration and a discussion of the Bank's policy and criteria for adjusting deferred remuneration before vesting and after vesting.
The variable remuneration (cash and non-cash), above certain threshold, for the Senior Executives of the Bank is subject to a deferral arrangement as per the RBI guidelines. An assessment of individual/ Business Unit/ Bank performance as well as identification of cases with negative or adverse outcomes is done prior to payout of the deferred component. The payment of the same is subject to malus and claw-back clauses defined in the Bank's Total Rewards Policy.
(f) Description of the different forms of variable remuneration (i.e., cash and types of share-linked instruments) that the bank utilizes and the rationale for using these different forms.
In line with the guidelines in the RBI circular, Variable Remuneration for MD & CEO/ WTDs/ MRTs at YES BANK comprise Performance Bonus Plan and Share Linked Instruments as prescribed in the guidelines.
For Senior management employees, the variable remuneration includes Performance Bonus and Share Linked Instruments.
For the rest of employees at Bank, the variable remuneration includes Performance Bonus with applicable periodicity of monthly, quarterly or annual basis the role. Additionally, remuneration of select employees in Middle management also includes Share Linked Instruments.
(g) There were 6 meetings of the N&RC held during the year ended March 31, 2025 (Previous year: 3 meetings). The Bank had paid a remuneration of ' 2.25 million to the members of the N&RC for attending the meetings of the N&RC (Previous year: ' 1.00 million).
The quantitative disclosures covers only Whole Time Directors/ Chief Executive Officer/ Material Risk Takers as per Appendix 3 of RBI circular dated 04 November 2019 (Ref. RBI/2019-20/89, DOR.APPT. BC. No. 23/29.67.001/2019-20).
1. Compensation for MD & CEO and EDs is as approved by the RBI and paid by the Bank to the MD & CEO and EDs. Compensation for other material risk takers is as approved by the Bank.
2. For the year ended March 31, 2025, 38,797,144 ESOPs were issued to 10 material risk takers, EDs and MD & CEO (previous year: 26,121,699 ESOPs to 12 material risk takers and MD & CEO).
# This computation is based on Annual Fixed Pay and Bonus Paid.
* Payout to material risk takers who have exited during FY24 has been included.
** Payout to material risk takers who have exited during FY25 has been included.
"Remuneration for the period post appointment as Executive Director has only been considered.
17.5.58 Movement in Floating Provisions
The Bank has not created or utilised any floating provisions during the year ended March 31, 2025 (Previous year: Nil).
17.5.59 Drawdown from Reserves:
During the year ended March 31, 2025, the Bank has not drawn down any reserve. (Previous year: Nil).
Qualitative Disclosure:
Liquidity Coverage Ratio ('LCR') indicates a bank's ability to meet proportion of the Bank's liquidity needs as assessed based on regulatory guidelines under a 30-day stress period with the High-Quality Liquid Assets (HQLA) maintained by the Bank.
HQLA maintained by the Bank primarily comprises of cash reserves in excess of required CRR, Government Securities i.e., Treasury Bills, dated securities issued by the Central & State Government as Level 1 along with eligible Corporate Bonds & Commercial Papers that qualify as Level 2 HQLA. Further, portfolio of securities forming part of HQLA maintained by the Bank is well diversified across various marketable instruments, which shall provide the Bank adequate and timely liquidity to meet the Net Cash Outflow as & when required.
The Bank segregates its deposits into various customer segments, viz. Retail (which include deposits from individuals), Small Business Customers (Non-Financial Customers with total deposits up to ' 7.5 crore) and Wholesale Customers to determine the cash outflows for LCR. Within Wholesale, deposits identified as originated on account of Operational activity by the customers based on defined criteria are classified as Operational Deposits. Other deposits i.e. Non-Operational Deposits from wholesale customers are further segregated within Non-Financial Corporates and Others to compute the corresponding Cash Outflow for LCR. The Bank also includes other contractual funding including a portion of other liabilities which are expected to run down in a 30-day time frame in the cash outflows. These classifications, based on regulatory guidelines, are part of the Bank's LCR framework. Expected derivative cash outflows and inflows from outstanding contracts are considered for computation of Net Cash Outflow. The Bank considers the other expected inflows in next 30 days as prescribed in the regulatory guidelines to compute the Net Cash Outflows for LCR.
As per the regulatory guidelines, Banks are required to maintain minimum LCR at 100% on standalone as well as consolidated level at all times i.e. maintain HQLA of a minimum 100% for Net Cash Outflows as assessed based on the regulatory guidelines.
The Bank has implemented robust process to compute and report the LCR in line with regulatory guidelines and is monitored at consolidated level. The Bank endeavors to meet the LCR requirement and adequacy of LCR remains a conscious strategy of the Bank. The Bank has placed stringent internal threshold as risk appetite for maintenance of LCR to maintain sufficient liquidity and compliance to LCR on an ongoing basis.
The Board of Directors of the Bank has empowered the ALCO to monitor and strategize the Balance Sheet profile of the Bank within overall Board approved Strategic and Risk framework. In line with the business strategy, ALCO forms an Interest Rate/ Liquidity view for the bank with the help of the economic analysis. ALCO of the Bank channelizes various business segments of the Bank to target good quality asset and liability profile to achieve an optimal funding mix which is consistent with prudent liquidity, diversity of sources and servicing costs and meet the Bank's profitability as well as Liquidity requirements with the help of robust MIS and Risk Limit architecture of the Bank. Balance Sheet Management Group (BSMG) of the Bank estimates daily liquidity requirement of the various business segments and manages the same on consolidated basis as per ALCO guidance.
The daily average LCR for the quarter ended March 31, 2025 is 125.59% (for the quarter ended March 31, 2024: 116.96%), which is well above the prudential requirement of 100%.
Qualitative Disclosure:
Net Stable Funding Ratio ('NSFR') is defined as amount of Available Stable Funding to fulfil the amount of Required Stable Funding.
Available Stable Funding ('ASF') is defined as the portion of capital and liabilities expected to be reliable over 1 year period. ASF is a function of the source of liability along with residual maturities of such liabilities.
Required Stable Funding ('RSF') is defined as the funding required for assets and off-balance sheet exposures over 1 year period. RSF is a function of the underlying liquidity characteristics and residual maturities of various assets.
The purpose of NSFR is to ensure that the bank has sufficient stable funding available to fulfill the funding requirements by restricting the reliance on unstable short-term funding to finance long-term assets requiring stable funding. NSFR reduces long-term refinancing risk over longer-term time horizon (over 1 year) of the Bank by measuring the extent of stable sources of funds with the Bank to fund its long-term assets.
As per the regulatory guidelines, Banks are required to maintain minimum NSFR of 100% on standalone as well as consolidated level at all times, as assessed based on regulatory guidelines.
The Bank has implemented robust process to compute and report NSFR in line with regulatory guidelines and is monitored at consolidated level. The Bank endeavors to meet the NSFR requirement and adequacy of NSFR remains a conscious strategy of the Bank. The Bank has placed stringent internal threshold as risk appetite for maintenance of NSFR to maintain sufficient liquidity and compliance to NSFR on an ongoing basis.
The Board of Directors of the Bank have empowered ALCO-ALM to monitor and strategize the Balance Sheet profile of the Bank within overall Board approved Strategic and Risk framework. In line with the business strategy, ALCO-ALM forms an Interest Rate/ Liquidity view for the bank. ALCO-ALM channelizes various business segments to target good quality asset and liability profile to achieve an optimal funding mix which is consistent with prudent liquidity, diversity of sources and servicing costs and meet the Bank's profitability as well as Liquidity requirements with the help of robust MIS and Risk Limit architecture. Balance Sheet Management Group ('BSMG') of the Bank estimates daily liquidity requirement of the various business segments and manages the same on consolidated basis as per ALCO-ALM guidance.
As at March 31, 2025, Bank maintained NSFR at 118.29% (March 31, 2024: 122.68%), which is well above the prudential requirement of 100%.
17.5.62 Intra-Group Exposures to Subsidiaries
The Bank has one subsidiary "YES Securities (India) Limited."
*Amount transferred to DEA Fund, as disclosed above, are also included under 'Schedule 12 - Contingent Liabilities - Other items for which the bank is contingently liable'.
17.5.64 Investor Education and Protection Fund
The Unclaimed dividend amount due to be transferred to the Investor Education and Protection Fund (IEPF) during the year ended March 31, 2025 and year ended March 31, 2024 has been transferred without any delay.
17.5.65 Marketing and distribution
The Bank has received a fee of ' 1,579.42 million in respect of the marketing and distribution function (excluding bancassurance business) during the year ended March 31, 2025 (Previous year: ' 1,807.78 million).
17.5.66 Implementation of IFRS converged Indian Accounting Standards (Ind AS)
The Indian Accounting Standards ('Ind AS'), as notified under section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, have been formulated keeping the Indian economic and legal environment in view and with a view to converge with IFRS Standards. The RBI through its notification No. RBI/2018-2019/146 DBR.BP.BC. No.29/21.07.001/ 2018-19 dated March 22, 2019 on "Deferral of Implementation of Indian Accounting Standards (Ind AS)" notified to all the scheduled commercial banks that legislative amendments recommended by the RBI are under consideration of the Government of India. Accordingly, RBI has decided to defer the implementation of Ind AS till further notice.
As per RBI directions, the Bank has taken following steps so far:
• The Bank is submitting half yearly Proforma Ind AS financial statements to the RBI.
• Formed Steering Committee for Ind AS implementation ('the IFRS (Ind AS) Management Committee'). The IFRS (Ind AS) Management Committee (Committee) comprises Chief Financial Officer (CFO) (Chairman), Chief Risk Officer (CRO), Chief Operating Officer (COO), Chief Information Officer (CIO) as members and senior management from Financial Management, Risk Management and Treasury Operations as invitees. The Committee oversees the progress of Ind AS implementation in the Bank and provides guidance on critical aspects of the implementation such as Ind AS technical requirements, systems and processes, business impact, people and project management. The Committee closely reviews progress of the implementation and related matters.
• The Committee gives updates to the Audit Committee of the Board and to the Board on preparedness for migration to Ind AS on a periodic basis.
• The Bank will continue to liaise with RBI and industry bodies on various aspects pertaining to Ind AS implementation.
During the year ended March 31, 2025'3,442.67 million (previous year ' 2,861.51 million) charged to Profit & Loss account on accrual basis.
17.5.68 Unhedged Foreign Currency Exposure of Bank's Customer
The Bank has in place a policy on managing credit risk arising out of unhedged foreign currency exposures of its borrowers. The objective of this policy is to maximize the hedging on foreign currency exposures of borrowers by reviewing their foreign currency product portfolio and encouraging them to hedge the unhedged portion. In line with the policy, assessment of unhedged foreign currency exposure is a part of assessment of borrowers and is undertaken while proposing limits or at the review stage. Additionally, at the time of sanctioning limits for all clients, the Bank stipulates a limit on the unhedged foreign currency exposure of the client (as a % of total foreign currency exposure sanctioned by the Bank) after considering factors such as internal rating of the borrower, size, possibility of natural hedging, sophistication of borrower and maturity of borrower's financial systems, relative size of unhedged foreign currency exposure with respect to total borrowings of the client, etc. Further, the Bank reviews the unhedged foreign currency exposure across its portfolio on a periodic basis. The Bank also maintains incremental provision and capital towards the unhedged foreign currency exposures of its borrowers in line with the extant RBI guidelines.
The Bank has maintained provision of ' 870.59 million (Previous year of ' 856.64 million) and additional capital of ' 2,129.35 million (Previous year of ' 3,022.42 million) on account of Unhedged Foreign Currency Exposure of its borrowers as at March 31, 2025.
17.5.71 Dues to Micro, Small and Medium Enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from October 2, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. There have been ' 283.43 million (Previous year ' 1,527.55 million) worth bills which were paid with delays to micro and small enterprises. There have been ' 3.71 million worth bills remaining unpaid with delays as at March 31, 2025 (Previous year: ' 16.63 million). Interest accrued and remaining unpaid amounting to ' 0.28 million on bills remaining unpaid with delays (Previous year: ' 1.26 million). However, there have been no reported cases of demand of interest on these payments.
17.5.72 Securitization Transactions (separate table if there is any securitized transactions)
The Bank has not done any securitization transactions during the year ended March 31, 2025 and year ended March 31, 2024. Hence requirement of master direction of Securitisation of Standard Assets dated September 24, 2021 is not applicable.
17.5.73 Software Capitalized under Fixed Assets
The Bank has capitalized software under Fixed Asset amounting to ' 4,789.86 million and ' 3,800.16 million during the year ended March 31, 2025 and financial year March 31, 2024 respectively.
(Previous year: ' 7,011.13 million), Issuance Business of ' 4,541.57 million (Previous year: ' 3,600.79 million), and PSLC of ' 3,238.26 million (Previous year: ' 3,452.12) exceeding 1% of total income.
17.5.77 Business transfer FY2025:
Not applicable
FY2024:
Pursuant to the approval in the Board Meeting held on January 27, 2024, the Bank entered into a business transfer agreement to transfer Investment Banking and Merchant Banking Business from its wholly owned subsidiary company YES Securities (India) Limited to the Bank ('the transaction'). As per the terms of the business transfer agreement, the transaction has been consummated with transfer of assets and liabilities pertaining to the said businesses during the quarter ended December 31, 2023 with effective date of transfer as January 1, 2024. The Bank paid ' 20.60 million as purchase consideration in cash to acquire net identifiable assets of ' 10.95 million. The resultant difference of ' 9.65 million between the purchase consideration and the value of net identifiable assets acquired has been charged off to profit and loss account.
17.5.78 Portfolio-level information on the use of funds raised from green deposits
The Bank has not sourced any green deposits during the year ended March 31, 2025 and year ended March 31, 2024.
17.5.79 Remuneration paid to Non-Executive Directors
17.5.80 Description of Contingent Liabilities
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Sr.
No.
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Contingent Liabilities
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Brief
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1.
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Claims against the Bank not acknowledged as debts
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The Bank is a party to various legal and tax proceedings in the normal course of business. The Bank does not expect the outcome of these proceedings to have a material adverse effect on the Bank's financial conditions, results of operations or cash flows.
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2.
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Liability on account of forward exchange and derivative contracts.
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The Bank enters into foreign exchange contracts, currency options, forward rate agreements, currency swaps and interest rate swaps with interbank participants and customers. Forward exchange contracts are commitments to buy or sell foreign currency at a future date at the contracted rate. Currency swaps are commitments to exchange cash flows by way of interest/principal in one currency against another, based on predetermined rates. Interest rate swaps are commitments to exchange fixed and floating interest rate cash flows. The notional amounts of financial instruments of such foreign exchange contracts and derivatives provide a basis for comparison with instruments recognised on the balance sheet but do not necessarily indicate the amounts of future cash flows involved or the current fair value of the instruments and, therefore, do not indicate the Bank's exposure to credit or price risks. The derivative instruments become favorable (assets) or unfavorable (liabilities) as a result of fluctuations in market rates or prices relative to their terms. The aggregate contractual or notional amount of derivative financial instruments on hand, the extent to which instruments are favorable or unfavorable and, thus the aggregate fair values of derivative financial assets and liabilities can fluctuate significantly.
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Sr.
No.
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Contingent Liabilities
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Brief
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3.
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Guarantees given on behalf of constituents, acceptances, endorsements and other obligations
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As a part of its commercial banking activities the Bank issues documentary credit and guarantees on behalf of its customers. Documentary credits such as letters of credit enhance the credit standing of the customers of the Bank. Guarantees generally represent irrevocable assurances that the Bank will make payments in the event of the customer failing to fulfill its financial or performance obligations.
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4.
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Other items for which the Bank is contingently liable
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Purchase of securities pending settlement, capital commitments, amount deposited with RBI under Depositor Education Awareness Fund (DEAF), bill re-discounting, Foreign Exchange Contracts (Tom & Spot), Custodian operations, Undrawn partial credit enhancement facilities, When Issued ('WI') securities. This includes the amount that the Bank is obligated to pay under capital contracts, letter of undertaking and indemnity letters.
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Refer Schedule 12 for amounts relating to contingent liability
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Prior period comparatives
Previous year's figures have been regrouped where necessary to conform to current year classification.
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