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Services > Company Profile > Director's Reports
Yes Bank Ltd Banks - Private Sector
BSE Code
532648
ISIN Demat
INE528G01027
Book Value
111.4588769
NSE Symbol
YESBANK
Div & Yield %
1.08
Market Cap (Rs Cr.)
57501.63
P/E
12.73
EPS
19.55
Face Value
2

To the Members,

Your Directors are pleased to present the Fourteenth Annual Report on business and operations of your Bank together with the audited accounts for the year ended March 31, 2018.

BUSINESS OVERVIEW AND OUTLOOK

Your Bank had another year of highly satisfactory business and financial outcomes in Financial Year (‘FY') 2017-18 with a net profit of Rs. 42,246 million which is an increase of 26.9% from FY 2016-17. Your Bank showed continued acceleration and momentum in building a strong liability franchise with CASA ratio at 36.5% at the end of FY 2017-18. Your Bank's Retail Assets Product Suite has also built significant traction and Digitization remains a key focus to further grow the Retail and MSME book. Your Bank's branch network stood at 1,100 branches and 1,724 ATMs (including Bunch Note Acceptors) as on March 31, 2018.

STATE OF THE AFFAIRS OF THE BANK

FY 2017-18 was a significant year in your Bank's lifecycle wherein your Bank raised incremental growth capital aggregating to Rs. 124,150 million through various instruments, thus, demonstrating its ability to raise capital across products and cycles. Of this amount, your Bank raised an aggregate of Rs. 70,000 million via Basel III compliant Tier 2 bonds and Rs. 54,150 million via Basel III compliant AT1 bonds.

Your Bank was the first bank in India to commence operations at International Financial Services Centre (‘IFSC') at GIFT City, Gujarat (‘IBU'). In FY 2017-18, your Bank's IFSC Business Unit (‘IBU') balance sheet size crossed USD 2.5 billion as on March 31, 2018 on the back of significant momentum from specialized knowledge sectors.

On February 06, 2018, your Bank successfully completed issuance of its maiden USD 600 million bond issuance in the international debt markets under its USD 1 billion Medium Term Note (MTN) programme which was the largest debut international bond issuance by an Indian bank including the lowest spread. The tenor of the bond is 5 years with a rating of Baa3 by Moody's Investors Service. The Bond is listed on the London Stock Exchange International Securities Market (LSE ISM), the Singapore Exchange Securities Trading Limited (SGX) and the India

International Exchange IFSC at GIFT City, Gandhinagar. The proceeds are being used to fund your Bank's IFSC Banking Unit (IBU) in Gift City and expand IBU's rapidly growing business opportunities.

Your Bank raised USD 150 million long tenor loan from Overseas Private Investment Corporation (‘OPIC'), the U.S. Government's development finance institution, and Wells Fargo to increase lending to MSMEs in India. USD 50 million of the financing is being specifically used to expand support to women-owned businesses, while another USD 50 million is being used for financing MSME businesses in low-income states. This was the third such transaction between OPIC and your Bank after the first transaction of USD 265 million OPIC facility in 2016, towards MSME financing in India.

Your Bank entered into a USD 400 million co-financing programme with the European Investment Bank (‘EIB') to increase lending to renewable energy power generation across India, with special focus on construction of new solar plants and wind farms across the country. This novel initiative, where EIB will lend USD 200 million to your Bank for 15 years for on-lending to the renewable sector is EIB's first partnership with your Bank and is also EIB's first-of-its-kind financing agreement for renewable energy in Asia. This demonstrates another milestone in your Bank's leadership as India's pre-eminent ‘Green Bank'. The highly successful transaction showcases continued trust and enthusiasm of Global multilaterals and Finance Institutions in partnering with your Bank.

In November 2017, your Bank successfully closed a 5 year Syndicated loan facility led by CTBC Bank, Bank of Taiwan, Mega International Commercial Bank and Land Bank of Taiwan, which saw participation from 17 banks. The syndication which closed at USD 250 million, saw a total subscription of USD 355 million and ranks amongst the largest bank participation in a Taiwan loan transaction. This is your Bank's second such strategic loan syndication transaction in Taiwan after a successful maiden transaction in 2016 for a 5 year, USD 130 million syndicated loan.

Your Bank raised its maiden one year Samurai loan in a syndication led by Bank of Tokyo Mitsubishi UFJ, Ltd. (MUFG). The issue was successfully closed with oversubscription and saw total participation of JPY 16.5 billion (~USD 150 million) across 8 banks.

Further information on the Business overview and outlook and State of the affairs of your Bank is discussed in detail in the Management Discussion & Analysis section.

There is no change in the nature of business of your Bank for the year under review.

FINANCIAL PERFORMANCE _STANDALONE_

Rs. in million

Particulars April 01, 2017 to March 31, 2018 April 01, 2016 to March 31, 2017
Deposits 2,007,381.48 1,428,738.57
Borrowings 748,935.81 386,066.73
Advances 2,035,338.63 1,322,626.77
Total Assets/Liabilities 3,124,456.03 2,150,599.18
Net Interest Income 77,370.59 57,973.07
Non-Interest Income 52,238.34 41,567.57
Operating profit 77,481.13 58,375.23
Provisions and Contingencies 15,538.04 7,934.05
Profit before Tax 61,943.09 50,441.18
Provision for taxes 19,697.45 17,140.21
Net Profit 42,245.64 33,300.96
Add: Surplus/(Deficit) brought forward from last period 79,333.92 55,446.80
Amount available for appropriation 121,579.56 88,747.77
APPROPRIATIONS
Statutory Reserve under Section 17 of the Banking Regulation Act, 1949 10,561.41 8,325.24
Capital Reserve 659.65 1,083.00
Investment Reserve - -
Proposed Dividend and Tax thereon* 6,605.48 -
Adjustment to earlier year dividend and tax thereon - 5.61
Surplus carried to Balance Sheet 103,753.02 79,333.91
KEY PERFORMANCE INDICATORS
Net Interest Margin 3.5% 3.4%
Return on Annual Average Assets 1.6% 1.8%
Return on Equity 17.7% 21.5%
Cost to Income Ratio 40.2% 41.4%

* The Bank has sub-divided each equity share having face value of Rs. 10 per share into five equity shares having a face value of Rs. 2 per share. The sub-division of equity shares has been approved by shareholders. The record date for the sub-division was September 22, 2017. Per share information mentioned above reflects the effect of sub-division for each of period presented.

Your Bank posted Net Revenue (Net Interest Income and other income) of Rs. 129,608.93 million and Net Profit of Rs. 42,245.64 million for FY 2017-18. The Net Revenue and Net Profit for FY 2016-17 were Rs. 99,540.64 million and

Rs. 33,300.96 million, respectively. Appropriations from the Net Profit have been effected as per the table given above. Please refer to the section on Financial and Operating Performance in the Management Discussion and Analysis for a detailed analysis of financial data.

DIVIDEND

Your Bank is rewarding its shareholders by way of consecutive cash dividends, considering the consistent financial performance of your Bank and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio and to support future growth. In view of the excellent financial performance of your Bank and in continuance of the earlier trends of cash dividends, the Board of Directors have recommended Dividend at a rate of Rs. 2.70 per equity share having face value of Rs. 2 each (135%) for the year ended March 31, 2018 for approval by the Shareholders at the 14th Annual General Meeting (Rs. 12 per equity share having face value of Rs. 10 each (120%) for the previous year ended March 31, 2017). This dividend shall be subject to tax on dividend to be paid by the Bank. The dividend proposed is in line with the Dividend Policy of the Bank. The details about the Dividend Policy of the Bank has been provided in the Report on Corporate Governance forming part of this Annual Report.

On September 08, 2017, the shareholders of the Bank had approved the sub-division of each equity share having a face value of Rs. 10 into five equity shares having a face value of Rs. 2 each through postal ballot. The record date for the sub-division was September 22, 2017.

TRANSFER TO RESERVES

As per requirement of RBI regulations, the Bank has transferred the following amount to various reserves during Financial Year ended March 31, 2018: Rs. in million

Amount transferred to Statutory Reserve Amount
10,561.41
Capital Reserve 659.65
Investment Reserve -

CAPITAL RAISING & CAPITAL ADEQUACY RATIO _CAR_

During FY 2017-18, with a view to encourage wider participation of small investors by making Equity Shares of the Bank a_ordable, your Bank had sub-divided the erstwhile Face value of Equity Shares of Rs. 10 (Rupees Ten only) each, fully paid into a smaller denomination of Rs. 2 (Rupees Two only) per Equity Share fully paid up.

During the FY 2017-18, your Bank has issued 2,05,38,180 equity shares of Rs. 2 each pursuant to the exercise of stock optionsaggregatingtoRs. 4,10,76,360,outofwhich15,40,740 equity shares were of the face value of Rs. 10 each, issued prior to sub-division of the equity shares of the Bank, which were later converted into 77,03,700 equity shares of Rs. 2 each and 1,28,34,480 equity shares of Rs. 2 each were issued post sub-division of equity shares of the Bank.

Post allotment of aforesaid equity shares, the issued, subscribed and paid up share capital of your bank stands at Rs. 4,606 million comprising of 2,302,967,245 equity shares of Rs. 2 each as on March 31, 2018.

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

During the year, the bank has raised Rs. 70,000 million by way of issue of non-convertible, redeemable, Basel III Compliant Tier 2 bonds and Rs. 54,150 million by way of issue of Basel III compliant Additional Tier 1 bonds. Further, the Bank has raised USD 600 million (Rs. 38,975 million) by way of issue of fixed rate medium term note in international debt market under its USD 1 billion Medium Term Note Programme.

In line with the RBI circular on Capital Adequacy Framework, your Bank has computed capital charge for operational, market & credit risk and its Capital Adequacy Ratio as per Basel III accord as at March 31, 2018.

Your Bank is well capitalized with a Capital Adequacy Ratio of 18.4% as on March 31, 2018, of which Tier 1 Capital Ratio was 13.2% and Tier 2 Capital Ratio was 5.2%.

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 RECOGNITIONS

During the year under review, your Bank was recognized in various ways/by various institutions and some of the key awards presented to the Bank are listed below: YES BANK was awarded the ‘Best Bank for SMEs in India' at the Asiamoney Best Banks Awards 2018 YES BANK was awarded ‘Bank of the Year – India 2017' by The Banker Magazine, part of the Financial Times group, UK (twice in last three years) YES BANK was awarded Best Bank in India in the Asiamoney Corporate Client Choice Survey 2017 and Recognized as Best Bank in India for CSR in the Asiamoney Awards 2017 YES BANK was awarded the ‘APAC Leader in Digital Transformation' in ‘White Label Products and Bank-as-a-Service' category at the Financial Insights Innovation Awards 2017, Singapore YES BANK was awarded the Karlsruhe Sustainable Finance Award 2017 in the ‘Best Innovation in Sustainable Financial Products & Services' category, for its innovative blended finance facility, aimed at promoting environmentally sustainable livelihood among women salt farmers in Gujarat, India YES BANK was recognized in the Gartner Excellence Awards for its Big Data Analytics use cases YES SECURITIES recognized as ‘India's Best Investment Bank' by Global Finance magazine YES BANK was recognized as the ‘Fastest Growing Mid-Sized Bank' at Business Today Best Bank Awards YES BANK was awarded in the ‘Fastest Growing Mid-Sized Bank' Category at BW Bussinessworld Magna Award YES BANK was awarded for innovation in Blockchain product (supply chain vendor financing) and YES ENGAGE at the Finnoviti Award 2018 YES BANK was awarded as ‘The Extraordinaire – Brand' at the Brand Vision Summit 2018 YES BANK was ranked first for Sustainability Performance & Sustainability Reporting at the Indian Chamber of Commerce Corporate Governance & Sustainability Vision Awards 2018 YES BANK was awarded ‘Accelerator of the Year' for YES FINTECH by the India Fintech Awards 2017

YES BANK was awarded at the 29th Qualtech Prize for Improvement and Innovation in the BFSI Industry for use of Data Analytics by Qimpro Consultants YES BANK was adjudged the ‘Global Winner' in the Supply Chain Finance category and was also adjudged as Transaction Bank of the Year for Asia Pacific at The Banker Transaction Banking Awards 2017 YES BANK was awarded Best Bank in India – CSR in the Asiamoney Country Awards 2017, Hong Kong YES BANK was one of the highest gainers in rankings in the prestigious The Banker 1000 Rankings in 2017 of Largest Banks of the World and 2017 edition of Forbes Global 2000 List of World's Largest Companies Rose 129 places to #271 World Ranking in ‘The Banker 1000 Rankings' Rose 493 places to #1239 World ranking in ‘Forbes Global 2000 List'. Continues to be amongst the youngest Banks in this list.

YES BANK won two awards at The Asset Triple A Asia Infrastructure Awards 2017 Renewable energy deal of the year – Solar (Overall), for Sepset Construction Limited loan facility, in which YES BANK acted as the Lead Arranger Project finance/Renewable energy deal of the year – Solar, India, for Sepset Construction Limited in which YES BANK acted as the Lead Arranger YES BANK was awarded Celent Model Bank 2017 Award for Payments Product for API Banking, in Boston. YES BANK was the first Bank to introduce ‘API Banking' service in India YES BANK was adjudged the ‘Best Trade Finance Bank in India' at The Asian Banker Transaction Banking Awards 2017, for the 3rd year in a row YES BANK was awarded the ‘Best Digital Payments System by Banks for Smart Cities' during the Smart City Conclave 2017 in Chandigarh YES BANK was awarded Golden Peacock award for Corporate Social Responsibility 2017 YES BANK was awarded Golden Peacock National Training Award 2018

EMPLOYEES STOCK OPTION SCHEME

On September 22, 2017, pursuant to the approval of shareholders, your Bank has sub-divided the equity shares having face value of Rs. 10 each fully paid up into five equity shares having face value of Rs. 2 each fully paid up. All shares and per share information in the table given below are restated to reflect the effect of sub-division for each of the periods presented.

Your Bank has instituted Stock Option Plans to enable its employees to participate in your Bank's future growth and financial success. Your 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 compensation and benefit 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 Bank has Four Employee Stock Option Schemes in operation viz.: Joining Employee Stock Option Plan II (JESOP II); Joining Employee Stock Option Plan III (JESOP III); YBL ESOP (consisting of two sub schemes JESOP IV/ PESOP I); and YBL JESOP V/PESOP II (consisting of three sub schemes JESOP V/ PESOP II/PESOP II -2010).

The Employee Stock Option Plans are administered by the Nomination & Remuneration Committee of the Board of the Bank. The details of vesting of various schemes are as follows:

ESOP Schemes Vesting Period
JESOP II 50% at the end of 3rd year and balance at the end of 5th year from the Grant date.
JESOP III 50% at the end of 3rd year and balance at the end of 5th year from the Grant Date.
JESOP IV 50% at the end of 3rd year and balance at the end of 5th year from the Grant date.
JESOP V 50% at the end of 3rd year and balance at the end of 5th year from the Grant Date.
PESOP I 25% at the end of each year from the Grant Date.
PESOP II 30%, 30% & 40% at the end of 1st year, 2nd year and 3rd year respectively from the Grant Date.
PESOP II - 2010 30%, 30% & 40% at the end of 3rd year, 4th year and 5th year respectively from the Grant Date.

During the year, all new grants have been made in YBL JESOP V and PESOP II – 2010 and grant under PESOP – II has been discontinued w.e.f. January 20, 2010. The schemes are in compliance with the SEBI (Share based Employees benefits) Regulations, 2014. Source of shares are primary in nature, since your Bank has been issuing new equity shares upon exercise of options.

Options under all the aforesaid plans are granted for a term of 10 years (inclusive of the vesting period) and are settled with equity shares being allotted to the beneficiary upon exercise.

No stock options were issued to the Directors of your Bank.

Various details including option movement during the year under Schemes i.e. JESOP II, JESOP III, YBL ESOP and YBL JESOP V / PESOP II respectively are as follows:

YBL JESOP V / PESOP II

JESOP II JESOP III YBL ESOP YBL ESOP (JESOP IV) YBL ESOP (PESOP I) YBL JESOP V YBL PESOP II YBL PESOP II – 2010
Date of Shareholders Approval July 24, July 24, August 29, August 29, September 18, September 18, September 18, 2008*
2006 2006 2007 2007 2008* 2008*
Total Number of Options approved 25,000,000 25,000,000 25,000,000 25,000,000 47,500,000 76,140,000 101,360,000
Total Number of options outstanding at the Beginning of the period - - 367,300 664,825 20,247,650 5,030,675 59,106,665
Total No. of Options granted (during FY 2017-18) - - - - 1,697,500 - 3,847,500
The Pricing Formula Refer Note 1 Refer Note 1 Refer Note 1 Refer Note 1 Refer Note 1 Refer Note 1 Refer Note 1
Options Vested (during FY 2017-18) - - - - 649,900 - 5,328,100
Options Exercised (during FY 2017-18) - - 335,550 263,450 4,611,800 2,754,025 12,573,355
Total No. of shares arising as a result of exercise of option - - 335,550 263,450 4,611,800 2,754,025 12,573,355
Options lapsed / Forfeited (during FY 2017-18) - - 25,500 154,000 1,376,500 - 6,647,500
Total No. of options outstanding at the end of the year - - 6,250 247,375 15,956,850 2,276,650 43,733,310
Total No. of options exercisable at the end of the year - - 6,250 247,375 2,271,100 2,276,650 15,889,560
Variation of terms of options Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2
Money realized by exercise of Options (during FY 2017-18) (in Rs. ) - - 12,108,830 9,188,143 356,917,936 65,074,379 935,364,414
(i) Total No. of Options granted to Senior Management Personnel (SMP) - - - - - - Refer
Sub-table 1
(ii) Any other employee who received a grant in any one year of options, Refer Refer
- - - - -
amounting to 5% or more of options granted during that year Sub-table 2 Sub-table 2
(iii) Identified employees who are granted options, during any one year Nil Nil Nil Nil Nil Nil Nil
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant
Diluted Earnings Per Share (EPS) of the Bank after considering the
18.06
e_ect of potential equity shares on account of exercise of Options

Impact of the difference between the Intrinsic Value of the Options and the Fair Value of the Options on Profits and on EPS

The Bank has charged Nil amount, being the intrinsic value of the stock options granted for the year ended March 31, 2018 and March 31, 2017. Had the Bank adopted the Fair Value method (based on Black- Scholes pricing model), for pricing and accounting of options, net profit after tax would have been lower by Rs. 414.98 million (Previous year: Rs. 464.49 million), the basic earnings per share would have been Rs. 18.24 (Previous year: Rs. 15.56) per share instead of Rs. 18.43 (Previous year: Rs. 15.78) per share; and diluted earnings per share would have been Rs. 17.88 (Previous year: Rs. 15.14) per share instead of Rs. 18.06 (Previous year: Rs. 15.35) per share.

Weighted average price of the shares exercised during the year (in Rs. ) - - 36.09 34.88 77.39 23.63 74.39
Weighted average fair values of the outstanding options (in Rs. ) - - 22.94 28.89 164.32 26.77 133.97

* The options under the scheme were increased subsequently from 1 crore to 3 crores and finally to 4.5 crores by the shareholders' approval dated September 03, 2009 and June 28, 2011 respectively.

The Securities and Exchange Board of India (‘SEBI') has prescribed two methods to account for stock grants; namely (i) the intrinsic value method; (ii) the fair value method. The Bank adopts the intrinsic value method to account for the stock options it grants to the employees. The Bank also calculates the fair value of options at the time of grant, using Black-Scholes pricing model with the following assumptions:

March 31, 2018
Risk free Interest Rate 6.29%-9.23%
Expected life 1.5 yrs – 7.5 yrs
Expected Volatality** 25.01%-48.72%
Expected dividends 1.20%

Note 1: Being the closing price of the Equity Shares on the stock exchange with the highest trading volumes on the last working day prior to the date of grant.

Note 2: There is no variation in the terms of the options during the Financial Year ended March 31, 2018.

**Expected volatility is average volatility for expected life of the option.

Sub-table 1: Following are the total number of stock options that have been granted to Senior Management Personnel (‘SMP') during the financial year ended March 31, 2018:

Scheme Name of Employees Designation Options granted Grant Price
PESOP II 2010 Amit Sanan Group President 50000 351.05
PESOP II 2010 Amit Shah Senior President 75000 351.05
PESOP II 2010 Arun Agrawal Group President 125000 351.05
PESOP II 2010 Aseem Gandhi Senior President 75000 351.05
PESOP II 2010 Ashish Agarwal Senior Group President 375000 351.05
PESOP II 2010 Devamalya Dey Senior Group President 37500 351.05
PESOP II 2010 Jyoti Prasad Ratho Senior President 50000 351.05
PESOP II 2010 Kumar Padhmanabhan Senior Group President 125000 351.05
PESOP II 2010 Lata Dave Senior President 100000 351.05
PESOP II 2010 Namita Vikas Group President 25000 351.05
PESOP II 2010 Niranjan Banodkar Senior President 62500 351.05
PESOP II 2010 Pralay Mondal Senior Group President 175000 351.05
PESOP II 2010 Preeti Sinha Senior President 25000 351.05
PESOP II 2010 Punit Malik Group President 125000 351.05
PESOP II 2010 Rajat Mehta Senior President 37500 351.05
PESOP II 2010 Shubhada Rao Group President 25000 351.05
PESOP II 2010 Vinod Bahety Group President 150000 351.05

Sub-table 2: Following are the details of the employees who have received the grant of options amounting to 5% or more of options granted during the financial year ended March 31, 2018.

Scheme Name of Employees Designation Options granted* Grant Price
JESOP V Ajay Rajan Group President 300000 311.65
- YES BANK Ltd.
PESOP II 2010 Ashish Agarwal Senior Group President 375000 351.05
- YES BANK Ltd.
JESOP V Prasanth Prabhakaran CEO & Senior President, 300000 344.15
Brokerage
- YES Securities (India) Ltd.
JESOP V Prasun Kumar Sikdar Group President 175000 311.65
- YES BANK Ltd.
JESOP V Sandeep Prabhani COO & Senior President 100000 311.65
- YES Asset Management
(India) Ltd.

* 5% of Schemewise grants.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES

As on March 31, 2018, your Bank had three wholly owned Subsidiaries, YES Securities (India) Limited (‘YSIL'), YES Asset Management (India) Limited (‘YAMIL') and YES Trustee Limited (‘YTL').

YES SECURITIES _INDIA_ LIMITED _YSIL_

YES Securities (India) Limited successfully completed its fourth full financial year of operations on March 31, 2018.

During FY 2017-18, YSIL earned a total revenue of Rs. 718.58 million against Rs. 637.90 million in the previous year. YSIL earned a profit of Rs. 133.01 million in FY 2017-18.

YSIL has two business segments namely Retail Broking and Investment Banking & Merchant Banking, which are explained as under:

Broking

YSIL continued to offer a best-in-class 3-in-1 account proposition supported by the Bank, and leveraged the Bank's branch network coverage to further strengthen its presence in the 10 focus cities – Mumbai, NCR, Bengaluru, Chennai, Hyderabad, Kolkata, Chandigarh, Pune, Ahmedabad and Jaipur. During the year, YSIL continued to invest in people, technology and processes to provide the Bank's valued customers a superior investment experience, both online and through a competent team of dealers.

YSIL's web and mobile investment platform saw consistent growth in client transaction volumes leading to record daily average turnover (DAT) metrics throughout the year. YSIL's Research desk continues to deliver solid fundamental and technical views and is closely followed by clients for its in-depth coverage.

Product Launches

1. Systematic Value Subscription Plan (S-VSP): Volume-linked advance brokerage plans geared towards long-term wealth creation by investing in direct equities through SIP route

2. YES Selectus: Portfolio Investment Advisory product offered to wealth-category clients

3. YES NRML: Leveraged product for high-volume traders

Investor Education Initiative(s) – YES MasterClass:

Multi-city events where experts from respected financial services institutions deliver investor education and investment-related insights to existing and potential customers.

In FY 2017-18, YES MasterClass travelled to over 5 cities and addressed 700+ financial enthusiasts and investors.

Further, in FY 2017-18, YSIL continued to build its Institutional Broking capabilities and secured empanelment as a Broker with several leading institutional and corporate clients.

Investment Banking

The Investment Banking team provides M&A and Capital Advisory services to large and mid-market corporate and financial sponsor clients through key products such as Mergers & Acquisition Advisory and Private Equity fund-raising.

YSIL's highly-experienced teams offer expertise across a variety of sectors including Food & Agribusiness, Media & Entertainment, Consumer Markets, Infrastructure & EPC, BFSI, Internet & E-commerce, Industrials and Logistics.

Further, YSIL's Sustainable Investment Banking (SIB) practice focuses on providing advisory services exclusively in the areas of Sustainability, Clean Technology, Renewable Energy, Environmental Services and Education.

YSIL's Investment Banking team closed marquee M&A and fund raising transactions during the year under review. Some of the representative transactions consummated by the team include: Exclusive strategic & financial advisor for sale of North Country Mall Strategic & financial advisor to Signature Global for raising growth capital from KKR

Exclusive strategic & financial advisor to Massive Restaurant and Everstone Capital for raising funds from Gaja Capital Exclusive strategic & financial advisor to Travel News Service for stake sale to Future Retail Exclusive strategic & financial advisor to Bhilwara Energy for sale of 83 MW wind assets

Merchant Banking:

YSIL's Merchant Banking practice provides Capital Market products such as Initial Public O_erings (IPO), Qualified Institutional Placements (QIP), Public Debt O_erings, Rights Issues and other structured offerings to leading Indian companies at each stage of the capital life-cycle.

In FY 2017-18, the Merchant Banking team completed 15 transactions across ticket sizes and instrument types with an aggregate fund raise of over Rs. 250 billion, including 2 of the Top 3 Equity fund raises for the year. Some of the representative transactions consummated by the team during the year under review include: Book Running Lead Manager to the IPO of New India Assurance Seller's Broker to the OFS of NTPC

Lead Manager to the QIP of Union Bank of India Book Running Lead Manager to the IPO of Reliance Nippon Life Asset Management

YES ASSET MANAGEMENT _INDIA_ LIMITED _YAMIL_ & YES TRUSTEE LIMITED _YTL_

YES BANK Limited has incorporated YES Asset Management (India) Limited on April 21, 2017 and YES Trustee Limited on May 03, 2017 as wholly owned subsidiaries for the proposed mutual fund business. The final approval from SEBI for the mutual fund is awaited. YTL will be the legal owner of the property of the Mutual Fund (with the beneficial ownership vesting in the unit holders of the Mutual Fund) and will hold the same in trust for the benefit of the unit holders of the Mutual Fund.

YAMIL has been appointed as the Investment Manager of the Mutual Fund by the YTL vide duly signed and executed Investment Management Agreement between them.

The Financials of the subsidiaries of the Bank are available on the website of the Bank (www.yesbank. in). Any member who is desirous to have a copy of the annual accounts of the subsidiaries may write to the Company Secretary of the Bank. Financials of Bank and its subsidiaries shall also be available for inspection by members or trustees of the holders of any debentures of the Bank at its Registered office.

RATINGS OF VARIOUS DEBT INSTRUMENTS

During the year under review, your Bank has raised

Rs. 124,150 million by way of issue of rated listed unsecured Bonds in the nature of Debentures and USD 600 million by way of issue of senior unsecured fixed rate notes under its maiden USD 1 billion Medium Term Notes (‘MTN') Programme. These instruments have been rated by various rating agencies namely Moody's Investors Service, ICRA Limited (‘ICRA') and India Ratings

& Research Pvt. Ltd. (‘India Ratings'), a Fitch Group Company, etc. The details of the instruments as well as their ratings are as below: i. Your Bank issued 25,000 Rated Listed Non-Convertible Redeemable Unsecured Basel III Compliant Tier 2 bonds in the form of Debentures issued on Private Placement basis of Face Value of Rs. 10,00,000 each fully paid up aggregating to

Rs. 25,000 million on September 29, 2017 and the issue was rated by ICRA and India Ratings. ICRA assigned a rating of ‘ICRA AA+ (hyb)' with a Positive Outlook and India Ratings assigned a rating of ‘IND AA+' with a Stable Outlook. ii. Your Bank issued 15,000 Rated Listed Non-Convertible Redeemable Unsecured Basel III Compliant Tier 2 bonds in the form of Debentures issued on Private Placement basis of Face Value of Rs. 10,00,000 each fully paid up aggregating to

Rs. 15,000 million on October 03, 2017 and the issue was rated by ICRA and India Ratings. ICRA assigned a rating of ‘ICRA AA+ (hyb)' with a Positive Outlook and India Ratings assigned a rating of ‘IND AA+' with a Stable Outlook. iii. Your Bank issued 54,150 Perpetual Subordinated Unsecured Basel III Compliant Additional Tier 1 Bonds in the nature of Debentures issued on Private Placement basis of Face Value of Rs. 10,00,000 each fully paid up aggregating to Rs. 54,150 million on October 18, 2017 and the issue was rated by ICRA and India Ratings. ICRA assigned a rating of ‘ICRA AA (hyb)' with a Positive Outlook and India Ratings assigned a rating of ‘IND AA' with a Stable Outlook. iv. Your Bank issued 30,000 Rated Listed Non-Convertible Redeemable Unsecured Basel III Compliant Tier 2 bonds in the form of Debentures issued on Private Placement basis of Face Value of Rs. 10,00,000 each fully paid up aggregating to

Rs. 30,000 million on February 22, 2018 and the issue was rated by ICRA and India Ratings. ICRA assigned a rating of ‘ICRA AA+ (hyb)' with a Positive Outlook and India Ratings assigned a rating of ‘IND AA+' with a Stable Outlook. v. Your Bank established a USD 1 billion MTN Programme during the FY 2017-18 which was listed on India INX's Global Securities Market (‘GSM'), London Stock Exchange International Securities Market (‘LSE ISM') and the Singapore Exchange Securities Trading Limited (‘SGX'). Your Bank has drawn down USD 600 million under the MTN Programme. The MTN Programme of the Bank was rated by Moody's Investors Service which has assigned a rating of ‘Baa3' with a Stable Outlook to the notes of the Bank.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

APPOINTMENTS

MR. SUBHASH CHANDER KALIA

Mr. Subhash Chander Kalia was appointed as an Additional Director on the Board of the Bank on April 03, 2018, to hold office as Non-Executive Non-Independent Director upto the date of ensuing Annual General Meeting (‘AGM'). Mr. Kalia was earlier associated with the Bank as Strategic Advisor. Your Bank has received a notice in writing from a member proposing the candidature of Mr. Kalia as Director on the Board of the Bank. Further, the Nomination and Remuneration Committee (‘N&RC') and Board of Directors of the Bank have also recommended the appointment of Mr. Kalia as Non-Executive Non-Independent Director, liable to retire by rotation, to the Shareholders at the ensuing AGM.

MR. RENTALA CHANDRASHEKHAR

Mr. Rentala Chandrashekhar was appointed as an Additional Director on the Board of the Bank on April 26, 2018, to hold office upto the date of ensuing AGM. Your Bank has received a notice in writing from a member proposing the candidature of Mr. Chandrashekhar as Director on the Board of the Bank. Further, the N&RC and Board of Directors of the Bank have also recommended the appointment of Mr. Chandrashekhar as an Independent Director to the Shareholders at the ensuing AGM.

Dr. PRATIMA SHEOREY

Dr. Pratima Sheorey was appointed as an Additional Director on the Board of the Bank on April 26, 2018, to hold office upto the date of ensuing AGM. Your Bank has received a notice in writing from a member proposing the candidature of Dr. Sheorey as Director on the Board of the Bank. Further, the N&RC and Board of Directors of the Bank have also recommended the appointment of Dr. Sheorey as an Independent Director to the Shareholders at the ensuing AGM.

The relevant details including profiles of Mr. Subhash Chander Kalia, Mr. Rentala Chandershekar and Dr. Pratima Sheorey are included separately in the AGM Notice and report on Corporate Governance forming part of this Annual Report.

RE APPOINTMENTS

MR. AJAI KUMAR

In terms of Section 152 of the Companies Act, 2013, Mr. Ajai Kumar, Non-Executive Non-Independent Director, being liable to retire by rotation, shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment.

MR. RANA KAPOOR

Mr. Rana Kapoor has been serving as the Managing Director & CEO of the Bank since September 01, 2004, in accordance with the provisions of the Articles of Association (‘AOA') of the Bank, recommendation of N&RC and the Board of Directors and with the approval of the Reserve Bank of India (‘RBI') and Members, from time to time. His current tenure as MD & CEO of the Bank as approved by the RBI and Members (as approved by the Members at the AGM held on June 06, 2015) is valid upto August 31, 2018.

- The Board of Directors at their meeting held on April 26, 2018 based on the provisions of the AOA and recommendation of N&RC, have decided to recommend the re-appointment of Mr. Rana Kapoor as MD & CEO with effect from September 01, 2018 for a period of three (3) years to the Members of the Bank for approval, subject to approval of RBI.

. CESSATIONS

Mr. SAURABH SRIVASTAVA

Mr. Saurabh Srivastava, Independent Director of the Bank, on April 22, 2018 completed his tenure as Director on the Board of the Bank in terms of RBI approval dated January 28, 2016 and March 28, 2018. Accordingly, Mr. Srivastava ceased to be Director on the Board of the Bank.

Ms. DEBJANI GHOSH

Ms. Debjani Ghosh, Independent Director of the Bank, has tendered her resignation from the directorship of the Bank on April 26, 2018 with immediate effect, due to her preoccupation on account of her joining the NASSCOM as President.

The Board places on record its sincere appreciation for the valuable services rendered by Mr. Saurabh Srivastava and Ms. Debjani Ghosh during their tenure as Directors of the Bank.

KEY MANAGERIAL PERSONNEL

Mr. Rana Kapoor, MD & CEO, Mr. Raj K. Ahuja, Group Chief Financial Officer and Mr. Shivanand R. Shettigar, Company Secretary of the Bank are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and rules made thereunder.

Mr. Raj K. Ahuja was appointed as Chief Financial Officer (‘CFO') and Key Managerial Personnel, and was designated as Group CFO of the Bank w.e.f. April 03, 2018 in compliance with RBI circular dated May 18, 2017 which inter-alia prescribed minimum qualification for CFO of the Banks. Mr. Rajat Monga ceased to be the CFO and Key Managerial Personnel in terms of the provisions of Section 203 of the Companies Act, 2013 with effect from April 03, 2018. Mr. Rajat Monga is continuing with his other important responsibilities in the Bank.

DECLARATION BY INDEPENDENT DIRECTORS

The Bank has received necessary declarations from each Independent Director under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), that they meet the criteria of independence laid down thereunder.

FAMILIARIZATION PROGRAMS FOR INDEPENDENT DIRECTORS

Various programs were undertaken for familiarizing the Independent Directors which are disclosed in detail in the Corporate Governance Report, which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time.

The Board met Eight (8) times during the Financial Year 2017-18 viz. on April 19, 2017, April 20, 2017, May 09, 2017 (for business strategy), June 06, 2017, July 26, 2017, October 26, 2017, November 29, 2017 and January 18, 2018.

Additionally, several Committee meetings were held during the year including Audit Committee and Risk Monitoring Committee Meetings, which met six (6) times during the year.

Detailed information on the meetings of the Board and its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Bank has following twelve (12) Board level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Risk Monitoring Committee

3. Board Credit Committee

4. IT Strategy Committee

5. Corporate Social Responsibility Committee

6. Nomination and Remuneration Committee

7. Capital Raising Committee

8. Stakeholders Relationship Committee

9. Fraud Monitoring Committee

10. Service Excellence, Branding and Marketing Committee 11. Board Committee on Willful Defaulters & Non-Cooperative Borrowers 12. Committee of Independent Directors.

The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are given in the report on Corporate Governance which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Bank has established Corporate Social Responsibility (‘CSR') Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure 1. The CSR Policy as recommended by the CSR Committee and as approved by Board is available on the website of the Bank at https://www.yesbank.in/pdf/ybl_corporate_ socialfiresponsibility_policy

PERFORMANCE EVALUATION OF THE BOARD

Your Bank has laid down criteria for performance evaluation of the Directors including Chairman and MD & CEO, Board Level Committees and Board as a whole as well as the evaluation process for the same, in line with the provisions of the Companies Act, 2013, Listing Regulations and SEBI Guidance Note on the Board Evaluation dated January 05, 2017.

The performance evaluation of the members of the Board, the Board Level Committees and Board as a whole was carried out on April 25 and 26, 2018. Additional information on the Board Evaluation Process forms part of the Report on Corporate Governance.

CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. Further, Corporate governance is based on the principles of conducting the business with all integrity, fairness, and being transparent with all the transactions, making the necessary disclosures and decisions, complying with the laws of the land, accountability and responsibility towards the stakeholders and commitment of conducting the business in an ethical manner. Your Board functions as trustees of the shareholders and seeks to ensure that the long-term economic value for its shareholders is achieved while balancing the interest of all the stakeholders. Your Bank is committed to achieve the highest standards of Corporate Governance and also adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. In line with the foregoing, your 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 your Bank and the relevant disclosures, as stipulated under Listing Regulations, Companies Act, 2013 and rules made thereunder forms part of this Annual Report.

A Certificate from M/s. Mehta & Mehta, 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 this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated in Listing Regulations is presented in a separate section forming part of this Annual Report.

VIGIL MECHANISM

In line with the provisions of Listing Regulations, the Companies Act, 2013 and the principles of good governance, the Bank has devised and implemented a vigil mechanism, in the form of ‘Whistle Blower Policy'. The policy devised is also aligned to the recommendations of Protected Disclosure Scheme for Private Sector and Foreign Banks, instituted by Reserve Bank of India. Detailed information on the Vigil Mechanism of the Bank is provided in the Report on the Corporate Governance which forms part of this Annual Report.

RISK MANAGEMENT FRAMEWORK

The Bank's Enterprise Risk Management framework encompasses the following:

Risk 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 the Three Lines of Defence Principle 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 functions: The Bank's independent oversight functions, such as, Risk Management, Compliance, Legal, Fraud Containment Unit, etc. set standards for management and oversight of risks, including compliance with applicable laws, regulatory requirements and policies. Risk Management: Risk Management 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.

Compliance: The Compliance vertical manages adherence to applicable laws and regulatory guidelines.

Legal: The Legal Risk Management division of the Bank undertakes various activities including advising business and operational management, acting as an independent control function while facilitating business, ensuring legal compliance, assisting the Board and Committees of the Board regarding analysis of laws and regulations, regulatory matters, disclosure matters, and potential risks and exposures on key litigation and transactional matters.

Finance: The Finance vertical provides key data and consultation to facilitate sound decisions in support of the objectives of the Bank and the business verticals. Finance serves as an independent control function advising business management and establishing policies or processes to manage risk. It has overall responsibility for managing the Bank's balance sheet and the Bank's liquidity and interest rate risk.

FCU & AML: The Fraud Containment Unit is responsible for prevention and detection of internal and external frauds in the areas of Liabilities, Product and Support functions. The unit conducts transaction monitoring, forensic scrutiny, employee awareness trainings and vulnerability assessments to help achieve the said objective. The Anti Money Laundering Unit is responsible for identifying and reporting of suspicious transactions as prescribed under PMLA Act/ Regulators, across all Business segments of the Bank. The AML unit is equipped with qualified, trained and experienced staff, which monitors various transactions undertaken by customers with a view to combat financial crimes and prevents misuse of the accounts for money laundering. Third Line of Defence – Internal Audit: The Bank's Internal Audit function 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 provides independent assurance to the Board, the Audit Committee, senior management and regulators regarding the effectiveness of the Bank's governance and controls designed for risk mitigation framework.

The Board of Directors of the Bank has overall responsibility of Risk Management. The Board oversees the Bank's Risk and related control environment, reviews and approves the policies designed as a part of overseeing the Risk Management practices. The Board ensures that comprehensive policies, systems and controls are in place to identify, monitor and manage material risks at a Bank-wide level, with clearly defined risk limits. The Board has laid down a Risk Appetite framework 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. The Board has also established policies governing risk management, such as, Enterprise Risk Management Policy, Reputation Risk Management Policy, Group Risk Management Policy, Credit Policy, ALM Policy, Model Risk & Governance Policy, etc.

The Board has put in place five Board level committees which inter-alia pertain to Risk Management, viz. Risk Monitoring Committee (RMC), Audit Committee (ACB), Fraud Monitoring Committee (FMC), Board Committee on Wilful Defaulters & Non-Cooperative Borrowers (BCWD&NCB) and Board Credit Committee (BCC) to deal with risk management practices, policies, procedures and to have adequate oversight on the risks faced by the Bank.

The Board Committees have set up various Executive level Committees for oversight over specific risks.

1. Management Credit Committee

2. Executive Credit Committee

3. Retail and Business Banking Credit Committee

4. Model Assessment Committee

5. Asset & Liability Management Committee

6. Investment & Financial Markets Management Committee

7. Operational Risk Management Committee

8. Outsourcing Management Committee

9. Business Continuity Management Committee 10. Security Council 11. Product Process Approval Committee 12. Fraud & Suspicious Transaction Monitoring Committee 13. Whistle Blower Committee 14. Enterprise Risk Management & Capital Management Committee 15. Strategy Management Committee 16. Reputation Risk Management Committee 17. Standing Committee on Customer Service 18. IT Steering Committee 19. Steering Committee for IFRS (Ind AS) 20. RBS – Reporting Oversight Committee 21. Apex Management Committee 22. Staff Accountability Committee

Risk events, potential threats, performance of the Bank vis--vis Risk Limits and Risk Appetite, Risk Profile dashboard covering key risk indicators, etc. are presented to these Committees, with QoQ/YoY trends highlighted, with level and direction of risk. The Bank also conducts a detailed Internal Capital Adequacy Assessment Policy (‘ICAAP') review exercise to identify its Risk universe, internal controls and mitigation measures in place for the risks and capital requirements for identified risks. The ICAAP findings are presented to the RMC and the Board.

The Risk Management Unit is headed by the Chief Risk Officer (‘CRO') who leads the Credit Risk (Underwriting) Unit, General Legal Counsel and other Risk Units. The CRO reports to the MD&CEO. The CRO is responsible to ensure an effective implementation of an enterprise wide risk management framework through various risk policies, processes, limits and controls that enable prompt risk identification, accurate risk measurement and effective risk mitigation. CRO is also responsible for risk compliance and monitoring as well as reviewing and presenting various risk reports, policies and dashboards to RMC and Board.

The Risk Management Unit in the Bank is designed to establish an effective Enterprise Risk Management (ERM) framework for the Bank to ensure sustainable business growth with stability and to promote a proactive approach in identification, assessment, management and reporting of risks associated with business. The Risk Management Unit enables the Bank to successfully meet its business and financial goals, while maintaining effective Board and management oversight on Risk and Control parameters.

Risk Appetite: The Bank's Risk Appetite statement details the level of aggregate risk that the Bank is willing to undertake and successfully manage in pursuit of its business goals.

Risk Management: The Bank follows a standardized methodology of identification and assessment of material risks, implementation of internal controls and mitigation measures, ongoing quality reporting and monitoring of risks.

Capital Management and Risk-based Capital Allocation and Performance Measurement: The Bank ensures deployment of capital within the organization based on risk tolerance, economic constraints, stakeholder needs and ensuring risk-based capital allocation and performance measurement.

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 PARTIES

There were no materially significant transactions with related parties including promoters, directors, key managerial personnel, subsidiaries or relatives of the Directors during the financial year which could lead to a potential conflict with the interest between the Bank and these parties. The details of the transactions with related parties, if any, were placed before the Audit Committee from time to time. There were no material individual transactions with related parties, which were not in the ordinary course of business of the Bank, nor were there any transactions with related parties, which were not on arm's length basis. Accordingly AOC-2 is not applicable to the Bank. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

Prior omnibus approval for normal banking transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal banking transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee for their approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Bank and the link for the same is https://www.yesbank.in/about-us/ corporate-governance

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, a Consolidated Financial Statement of the Bank along with its subsidiaries i.e. YES Securities (India) Limited, YES Asset Management (India) Limited and YES Trustee Limited has been prepared in the same form and manner as that of the Bank, which shall be laid before the ensuing AGM along with the laying of the Bank's Financial Statement under Section 129(2) i.e. Standalone Financial Statement of the Bank.

Further, pursuant to the provisions of Accounting Standard (‘AS') 21, Consolidated Financial Statements notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Bank along with its subsidiaries for the year ended March 31, 2018 forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your 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.

DIVERGENCE IN ASSET

CLASSIFICATION AND PROVISIONING FOR NPAs

As part of the Risk Based Supervision (RBS) exercise for FY 2016-17 concluded in October 2017, the RBI has pointed out certain retrospective divergence in the Bank's asset classification and provisioning as on March 31, 2017. In conformity with the RBI circulars DBR. BP.BC.NO.63/21.04.018/2016-17 issued on April 18, 2017, SEBI circular issued on July 18, 2017 and as per the approval from the Board of Directors at its Meeting held on October 26, 2017, the detailed table outlining divergences in asset classification and provisioning is provided in the schedule 18 – note number 18.5.6.3 - Significant accounting policies and notes forming part of the accounts for the year ended March 31, 2018.

AUDITORS

_A_ STATUTORY AUDITORS AND THEIR REPORT

The Members of the Bank at the 12th Annual General Meeting held on June 07, 2016, have approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Bank for a period of 4 years, subject to the approval of the Reserve Bank of India, to hold office from the conclusion of the 12th AGM till the conclusion of 16th AGM of the Bank to be held in 2020, subject to ratification of their appointment by the Members at every AGM. Accordingly, appointment of M/s. B S R & Co. LLP, Chartered Accountants, as a Statutory Auditors of the Bank is required to be ratified by the Members at ensuing AGM of the Bank, subject to the annual approval of the Reserve Bank of India. The Bank has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Bank in terms of the provisions of the Companies Act, 2013 and rules made thereunder. Accordingly, the Board of Directors has recommended the ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Bank, to hold office from the conclusion of the ensuing AGM till the conclusion of the 15th AGM, to the Members for their approval.

The Report given by the Auditors on the financial statements of the Bank forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Also, no o_ence of fraud was reported by the Auditors of the Bank.

_B_ SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, your Bank had appointed M/s. BNP & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the secretarial audit of the Bank for the FY 2017-18. The Bank provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Report of Secretarial

Auditors for FY 2017-18 is annexed to this report as Annexure 2. There are no observations, reservations or adverse remarks in the Secretarial Audit Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated in Listing Regulations, the Business Responsibility Report describing the initiatives undertaken by the Bank from environmental, social and governance perspective is attached and forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING

FINANCIAL POSITION OF THE BANK

There are no material changes and commitments, affecting the financial position of the Bank which has occurred between the end of the financial year of the Bank i.e. March 31, 2018 and the date of the Directors' Report i.e. April 26, 2018.

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.

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 POLICY

The Board of Directors of the Bank had formulated and adopted policies for Remuneration of Employees of the Bank, Remuneration of Directors including the Chairman of the Bank. The details of the same have been included in the Report on Corporate Governance forming part of this Annual Report.

EMPLOYEE REMUNERATION:

(a) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) 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 is open for inspection during working hours at the Registered Office of your Bank. A copy of this statement may be obtained by the members by writing to the Company Secretary of your Bank.

(b) The ratio of the remuneration of each Director to the median remuneration of the employees of the Bank and other details in terms 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, are forming part of this report as Annexure 3.

EXTRACTS OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2018, forms part of this report as Annexure 4.

DISCLOSURES UNDER GREEN INFRASTRUCTURE BONDS

Since the first issuance by Your Bank in February 2015, green bond issuances in India are witnessing a steady growth, making India one of the top ten largest green bond markets globally. These instruments are playing a pivotal role in the realization of India's renewable energy potential and towards achieving its globally committed target of 175 GW of renewable capacity by 2022. Your Bank has issued three green bonds: February 2015: Your Bank issued India's first-ever Green Infrastructure Bonds, raising an amount of Rs. 1000 crore. 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: Your Bank raised Rs. 315 crore through the issue of Green Infrastructure Bonds to International Finance Corporation on a private placement basis which is the first investment by IFC in an Emerging Markets Green Bond issue in the world. The bonds are for a tenor of 10 years. IFC paid for the placement using the proceeds from the first Green Masala Bond program, that aimed at raising capital in the o_shore rupee market.

December 2016: Your Bank has raised Rs. 330 crore, through an issue of a 7-year Green Infrastructure Bonds to FMO, the Dutch Development Bank, on a private placement basis. This is FMO's first Investment in a Green Bond issued by a bank in India. FMO has paid for placement using the proceeds from their sustainability bonds issued in 2015.

The amount raised is used to finance green infrastructure projects as per ‘Eligible Projects' outlined in the Bank's internal guidelines that were put in place in adherence to Green Bond Principles by international capital market association. KPMG, India has provided assurance on the internal tracking method and the allocation of funds of green bonds for FY 2017-18.

GREEN BOND PRINCIPLES _GBP_

The Green Bond Principles are voluntary process guidelines intended for broad use by the market that recommend transparency and disclosure, and promote integrity in the development of the Green Bond market. The GBP has the following four key components that your Bank has adopted: Use of Proceeds: The proceeds raised 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 process includes interactions with potential borrowers to understand the overall aspects of the project and a preliminary comparison against the eligibility criteria. Post preliminary consideration, based on the merits of the project, the evaluation moves to the risk team which assesses it and confirms the eligibility of the project. Further documentation is sought as per the Bank's policies and GBP.

Management of Proceeds: Green Bond allocations to eligible projects are tracked through an MIS based asset tagging system on a quarterly basis. The unallocated proceeds, if any, are placed in liquid instruments (Government Securities) on a quarterly basis.

Reporting: Communication to investors through an annual update includes: List of projects to which Green Bond proceeds have been allocated to with brief description including amounts disbursed and installed capacity Summary of Environmental and Social (E&S) impacts associated with these projects, if any Information on investment of unallocated proceeds in liquid instruments

IMPACTS

The proceeds of the green bonds have been utilized in augmenting solar and wind energy capacities, with a

significant impact of avoidance of emissions of CO2, SO2

and NOx apart from other air pollutants associated with energy generation. Estimated emission reductions

CO2

are shared along with project details. Through financing solar and wind power plants, these bonds contribute to a positive environmental impact and also strengthen India's energy security by reducing fossil fuel dependency.

List of projects against which green bonds proceeds have been allocated as on March 31, 2018 is provided below:

Proceeds Utilization Against Bond Issuance Size of Rs. 1,000 crore (February 2015)

Sr. No. Project Location Description Total Fund Based Utilization, Rs. crore (as on March 31, 2018) Estimated** positive E&S impacts - CO2 Emissions Reduction / yr) (tCO2 Known significant negative E&S Impacts
1 Madhya Pradesh 12 MW wind energy project 42.74 21,410.66 None
2 Telangana 15 MW solar energy project 9.66 26,953.59 None
3 Telangana 15 MW solar energy project 9.66 26,953.59 None
4 Andhra Pradesh 10 MW solar energy project 1.24 17,241.84 None
5 Maharashtra 31.5 MW wind energy project 130.54 66,324.86 None
6 Karnataka 50 MW solar energy project 20.70 94,073.31 None
7 Telangana 143 MW solar energy project 142.48 2,49,460.44 None
8 Telangana 42 MW solar energy project 84.79 83,070.33 None
9 Andhra Pradesh & 155.4 MW wind energy project 239.70 3,57,426.16 None
Rajasthan
10 Karnataka 40 MW solar energy project 115.00 86,555.90 None
11 Madhya Pradesh 250 MW solar energy project 1.00 4,92,140.83 None
12 Karnataka 46.2 MW wind energy project 2.91 1,11,340.52 None
13 Karnataka 40 MW solar energy project 23.00 64,265.81 None
823.42* 16,97,217.84

Proceeds Utilization Against Bond Issuance Size of Rs. 315 crore (August 2015)

Sr. No. Project Location Description Total Fund Based Utilization, Rs. crore (as on March 31, 2018) Estimated** positive E&S impacts - CO2 Emissions Reduction / yr) (tCO2 Known significant negative E&S Impacts
1 Andhra Pradesh 100 MW wind energy project 214.62 2,26,621.55 None
2 Telangana 30 MW solar energy project 1.85 59,335.95 None
3 Telangana 5 MW solar energy project 6.53 7,610.43 None
223.00* 2,93,567.93

Proceeds Utilization Against Bond Issuance Size of Rs. 330 crore (December 2016)

Sr. No. Project Location Description Total Fund Based Utilization, Rs. crore (as on March 31, 2018) Estimated** positive E&S impacts - CO2 Emissions Reduction / yr) (tCO2 Known significant negative E&S Impacts
1 Telangana 20 MW solar project 100.13 42,719.85 None
2 Gujarat 30 MW wind energy project 142.00 69,001.19 None
3 Telangana 50 MW solar energy project 9.14 86,420.61 None
4 Telangana 10 MW solar energy project 50.27 21,359.93 None
5 Rajasthan 50 MW solar energy project 15.45 98,893.25 None
6 Telangana 10 MW solar energy project 13.01 21,359.93 None
330.00 3,39,754.76
/ yr) 23,30,540.53
Total CO2 Emissions Reduction (tCO2

* The shortfall (of Rs. 176.58 crore and Rs. 92 crore in allocation of proceeds of Rs. 1000 crore bond issued in February 2015 and Rs. 315 crore bond issued in August 2015 respectively) is due to the repayment of disbursement. The temporary unallocated proceeds have been invested in Government Securities and will be allocated back to new eligible projects.

**The total emission reduction for individual projects have been calculated based on methodology outlined in the document

CO2 ‘CO2

Baseline Database for the Indian Power Sector User Guide Version 12.0 May 2017' along with other relevant factors such as project PLF/ CUF estimates, installed project capacity, resultant annual unit generation etc.

STATUTORY DISCLOSURES

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 as under:

_A_ CONSERVATION OF ENERGY

Environmental stewardship in the financial sector

– ISO 14001:2015 Environmental Management System (EMS) certification for the Bank embarked on the 5th year

Your Bank, since inception, has embedded concept of Natural Capital as one of its core values. The Bank has one of the largest Renewable Energy lending portfolios among private sector banks, and is the first Indian bank to be ISO 14001 certified for Environmental Management System and was the first Bank globally to migrate to the latest ISO 14001:2015 version of the standard in 2017 is the first Indian signatory to the Natural Capital Finance Alliance, is recognized as a Climate Disclosure Leader, and drives environmental sustainability initiatives as its CSR focus.

In line with its commitment to achieve internal natural resource consumption efficiencies and minimizing its carbon footprint, your Bank completed phase V of the certification in the reporting period and has 744 locations, including 688 metro-urban branches, 50 rural branches, 4 corporate offices and YES Securities certified as per ISO 14001:2015 standard, the highest number for certified facilities for any BFSI organization in India.

The Bank's Environmental Management Policy, revised in 2016, outlines the Bank's commitment to achieve a 10% reduction in its carbon emissions intensity annually through organization-wide environment management initiatives and employee engagement. With digitization as a key focus area, your Bank's environment management policy highlights stronger commitment to environment protection and commitment to source renewable energy for greening the Bank's operation with strategic objectives to – Improve key resource efficiency, such as usage of electricity, fossil fuel, paper and water with Digitization of processes Conserve natural resources by adopting the ‘3-R' (reduce, reuse and recycle) approach towards prevention of pollution and disposal of waste, especially electronic waste, in line with regulatory requirements or industry best practices

Explore renewable energy sourcing for greening the Bank's operations and adopt green building principles Set, monitor and review the overall Environmental Management System (EMS) objectives and targets on an ongoing basis towards achieving continuous improvement in environmental performance on digital platform ‘Resustain' Promote ‘green procurement' to influence strategic suppliers sustainable sourcing of product and services Integrate energy and environmental considerations in the design of new infrastructural facilities

Your Bank has undertaken environmental mitigation initiatives by aggressive awareness creation around electricity, paper, water and diesel conservation in day-to-day activities through Bank-wide circulation of resource conservation mailers, signage and posters. Periodical trainings on Environmental Management System through comprehensive e-learning module, workshops, and involvement of employees in idea generation and implementation is ensured.

I. THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY

The Bank has been migrating to LED lighting in phases. As on March 31, 2018, 4,403 LED lights have been installed at 66 new branch locations and 2 corporate locations with an investment of Rs. 51.22 lakh, with a potential saving of 3,19,217.5 kwh of energy consumption and Rs. 31.8 lakh in monetary savings annually Similarly power factors at branches are being monitored above 0.9 with the help of capacitor bank and monitoring panels are installed and reduce risk of penalty levied by DISCOMs The Bank is in the process of phasing out air-conditioning systems that use ozone depleting coolants, and in the current reporting cycle, the Bank initiated replacement of all air conditioners that are more than 10 years old, with systems that use eco-friendly coolants The air conditioning replacement model has been developed with a criteria for replacing old models with an energy consumption of 1.6 – 1.8 times of peak load and temperature control with dedicated AHU units for centralized AC systems Retrofit solutions for HVAC systems which have a potential saving of 10% to 15% would be incorporating in a phased manner over a 2 year period. Maintaining AC temperature above

250 Celsius at all times has helped the Bank to achieve 3% saving of hourly kwh consumptions 100% of YES BANK branches are issued Petro cards for procurement of diesel, which has resulted into enhanced transparency, reduced wastages and cost saving of 2% over last financial year YES BANK's energy management initiatives aim at reducing 15-20% energy consumption by 2020 from sustainable facility management

II. THE STEPS TAKEN BY THE BANK FOR UTILIZING ALTERNATE SOURCES OF ENERGY

Your Bank has explored the potential of using alternate sources of energy through open access and your Bank would continue to explore alternative sources of energy in future.

III. THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS

Rs. 3.45 crore upto present financial year (AC retrofitting, LED Tube lights and signages project at corporate offices and branch locations)

_B_ TECHNOLOGY ABSORPTION

(I) THE EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

Information Technology (IT) is a critical enabler of business transformation and growth and needs to play a fundamentally distinctive role as it partners with the business. IT-enabled businesses, enrich products and innovation and foster customer-led growth. As a new generation Bank, your Bank has deployed ‘Technology' as a Strategic Business enabler – to build a distinct competitive advantage and to achieve superior standards of Customer Service.

Your Bank has recognized this and has committed to investing in Technology adopting an A-R-T (Alliances, Relationships, and Technology) approach where-in the Bank has identified the need of the current times and pain points of the customers, concluding on these as a set of opportunities without compromising on security to ensure that the customers carry out their banking needs and services with ease.

The vision of the Business & Digital Technology Solutions Group (BDTS) at your Bank remains the same ‘To make life simpler for our customers and colleagues'. Working on its strategy which is broken into two parts i.e. ‘Run the Bank' to continue work on Initiatives which are needed to keep the banks operations running effectively and ‘Build The Bank' BDTS keeps a laser-sharp focus on transformation initiatives to meet the Vision of the Group and your Bank. During the current FY, many new initiatives were completed successfully as well as systems were upgraded to latest versions to support the growing needs of your Bank. Few of the key projects which were Bank-wide during the year are listed below: YES asap! – Mobile App Chatbot ROBOTICS CoE including Robotics Process Automations (RPA) PI-CONTROL™ Platform YES ROBOT – AI Enabled Banking Assistant Debit Card and ATM System Upgrade YESFXOnline (Credence) – Direct Customer Dealing (DCD) Module YES MSME Mobile App – on iOS and Android platforms Enhanced Wealth Management System (WMS) ‘Samsung Pay' for YES BANK Credit Cards Unified Customer Experience Portal (UCXP) Hadoop – Analytical Campaign Application Hadoop – Merchant Funded Discounts Sales Portfolio Management System GEM e-PBG Module (Government e-Marketplace) Newgen Platform Notiva Application Puratech channel finance CRIF Highmark – Connect Tool for Retail Assets for CIBIL reporting RESUSTAIN (A Digital Platform for Environmental and CSR Reporting) New Application on ISB; Ganaseva for catering to JLG

Y-COLORS (Yes Corporate Loan Originating System) Bharat Bill Payment System (Customer Operating Unit) Kaizala implementation for YES BANK Employees (Enterprise Commutation)

For more details on Information Technology and its key initiatives, please refer to the Management Discussion and Analysis section of this Annual Report.

(II) THE BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT, COST REDUCTION, PRODUCT DEVELOPMENT OR IMPORT SUBSTITUTION Technology has responded by being true strategic partnerofBusiness.Manyfirstmoverimplementations have provided business, long lasting advantages and have also won many accolades and awards for the Bank. For instance, first Industry initiative Merchant Funded O_er Program with key USPs like Analytical driven personalized offers for customer basis their profile, Real-time analytical tracking of transactions and communication (SMS and Push Notification) to customers about the Cashback eligibility, Completely automated process right from tracking transactions to settlement.

Innovations like YES ROBOT, Chatbot integration with YES PAY Mobile Wallet, YES asap! – Mobile App enabling account opening of Individual Savings Accounts (SA), RESUSTAIN; A Digital Platform for Environmental and CSR Reporting, ‘Samsung Pay' for YES BANK Credit Cards helps the products and sales teams to offer superior products and services.

Your Bank has evaluated and implemented cutting edge technologies like virtualization, cloud computing & social media and continues to invest in best-in-class IT systems and practices, and to ensure that its technology platform becomes a strategic business tool for building a competitive advantage. Apart from product development, product improvement & effective cost management, technology has also played a major role in customer acquisition & ensuring high level of service delivery & customer excellence. Your Bank has also been able to cater to Financial Inclusion needs through its award winning and globally recognized technology solution platform which offers doorstep banking services.

(III) IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST THREE YEARS RECKONED FROM THE BEGINNING OF THE FINANCIAL YEAR)

Details of Technology Imported Year of Import Whether the Technology been fully absorbed If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
Software Tokens for Net Banking, Implementation fees Aug-14 Yes NA
and delivery of Branded Software Tokens
Enabling Radius licenses for 10,000 concurrent users Sep-15 Yes NA
(SMS/Email, OATH, software tokens) on existing setup
Master Data Management licenses Nov-15 Yes NA
Cisco WanStack for Branch WAN Architecture Revamp Dec-16 Yes NA
Up gradation of Murex 2.11 to Murex 3.1 Apr-17 Yes NA
Cisco CUCM Dec-17 Yes NA

_C_ FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

During the year ended March 31, 2018 your Bank earned Rs. 10,307.25 million and spent Rs. 7,865.59 million in foreign currency. This does not include foreign currency cash flows in derivatives and foreign currency exchange transactions.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

As a responsible organization, your Bank strives to foster a safe and respectful work environment. The Bank has Zero tolerance towards any action on the part of any executive which may fall under the ambit of ‘Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women executive working in the Bank. The

Policy regarding Prevention & Prohibition of Sexual Harassment at Workplace provides for protection against sexual harassment of women at workplace and for prevention and redressal of complaints. Also, in its endeavour to spread awareness on the aforementioned policy and ensure compliance by all the executives, the Bank has implemented a plan of action to disseminate the information and train the executives on the policy under the ambit of ‘Gender Respect and Commitment to Equality' (GRACE) program.

Particulars Numbers
Number of complaints pending as on the beginning of the financial year 3
Number of complaints filed during the financial year 9
Number of complaints pending as on the end of the financial year 1

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 judgments 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.

ACKNOWLEDGMENT

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 in its continued robust performance on all fronts. The Bank has been following the A.R.T. – Alliances, Relationships and Technology led approach to Banking. Taking the approach further, your Bank is embracing ‘Future: Now' by bringing the future to the present through various process, product & service innovations, thereby, fast forwarding the Bank into the future. In line with this philosophy, the Directors would also like to thank all our valued partners, vendors and stakeholders who have played a significant role in the continued Business Excellence achieved by the Bank. Your Directors would also like to thank the employees for their continued support as the Bank evolves as the ‘Professionals' Bank of India' with a vision of ‘BUILDING THE FINEST QUALITY LARGE BANK OF THE WORLD IN INDIA'.

For and on behalf of the Board of Directors

Rana Kapoor Ashok Chawla
Managing Director & CEO Non-Executive
(DIN No. 00320702) (Independent) Chairman
(DIN No. 00056133)
Place: Mumbai
Date: April 26, 2018

   

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