Company History - Yes Bank

Yes Bank was incorporated as a Public Limited Company on November 21, 2003. Subsequently, on December 11, 2003, RBI was informed of the participation of three private equity investors namely {Citicorp International Finance Corporation, ChrysCapital II, LLC and AIF Capital Inc.), to achieve the financial closure of the Bank. RBI by their letter dated February 26, 2004 provided their no-objection to the participation of the three private equity investors namely Citicorp International Finance Corporation, ChrysCapital II, LLC and AIF Capital Inc. in the equity of the Bank at 10%, 7,5% and 7.5%, respectively, and also advised the Bank to infuse a sum of Rs. 2000 million as the paid up capital. Additionally, the RBI advised the Bank to submit an application for final approval after completion of all formalities for incorporation as a banking company and setting out the capital structure of the Bank as approved by RBI. RBI by their letter dated December 29,2003 decided to further extending `In Principle' approval for a period up to February 29, 2004 to allow the Bank to complete all financial arrangements. Yes Bank obtained its certificate of Commencement of Business on January 21, 2004. Subsequently, in March 2004, the Bank achieved the mobilization of the initial minimum paid up capital of Rs. 2,000 million. Further, the Promoters by their letter dated March 29, 2004 made a final application for a banking licence under Section 22 (1) of the Banking Regulation Act, 1949 providing complete details of the capital structure, the composition of Board of Directors, the proposed human resources, information technology, premises and legal-policies and the business and financial plan of the Bank. RBI by their letter dated May 24, 2004, under Section 22 (1) of the Banking Regulation Act, 1949, granted us the licence to commence banking operations in India on certain terms and conditions including a term that 49.0% of our pre-Issue share capital held by the Promoters (domestic and foreign) was to be locked-in for five years from the licensing of the Bank, being May 24,2004. In our case, this 49.0% has been met by locking-in Equity Shares representing 29.0% of the share capital held by Mr. Rana Kapoor and Mr. Ashok Kapur and Equity Shares representing 20.0% of the share capital held by Rabobank International Holding. See Note 2 in the section titled Capital Structure-Promoter Contribution and Lock-In on page 13 of this Red Herring Prospectus. Further, the terms of the banking license granted to us by RBI require

that the promoter holding in excess of 49%, shall be diluted after one year of the Bank's operation. It is also stipulated that the paid up capital (which currently stands at 2,000 million) must be raised to Rs. 3,000 million within three years of commencement of business. Further, by their letter dated September 2, 2004, RBI included the Bank in the Second Schedule of the RBI Act, 1934 with effect from August 21, 2004 and a corresponding notification was published in the Official Gazette of India (PART III-Section 4) on August 16, 2004. Share Subscription The Promoters, the Promoter Group Companies and Rabobank International Holding executed a Share Subscription Agreement dated November 5, 2003, (the SSA), whereby they agreed to subscribe to the Equity Shares along with the Private Equity Investors (with whom a separate agreement was to be executed). Under the terms of the SSA, the Promoters have represented that a substantial part of the consideration received by them from the sale of their shares in Rabo India would be applied towards the subscription of the Equity Shares. Further, in terms of the SSA, the Promoters have also represented not to transfer their shareholding in Mags or Morgan, respectively, until the loans taken by Mags and Morgan from Rabobank International Holding for the purpose of the purchase of the Equity Shares have been repaid. The SSA provides that we shall have a Board consisting of a minimum of three and a maximum of 15 directors. So long as any of the parties to the SSA hold at least 10.0% of the equity share capital, the Promoters and Doit, as shareholders, have the fight to nominate three independent directors on the Board, in addition to Mr. Ashok Kapur being the non-executive Chairman of the Bank and Mr. Rana Kapoor being the Managing Director and Chief Executive Officer of the Bank. Rabobank International Holding also has the right to nominate one non-rotational director on the Board, The SSA provides that the Promoters and Doit, and Rabobank International Holding, are not permitted to transfer their locked-in shareholding in the Bank for a period of five years from March 10, 2004. Under the terms of the SSA, locked-in shares refer to 40 million Equity Shares.

Foreign Currency Loans The subscription of the Equity Shares by Mags and Morgan was financed through a loan of Rs. 170 million availed by each of the companies from Rabobank International Holding, which is documented through Dollar Loan Agreements between (i) Rabobank International Holding, Mags and Mr. Ashok Kapur and (ii) Rabobank International Holding, Mr. Rana Kapoor and Morgan, both dated November 5, 2003. In terms of these agreements, Rabobank International Holding has granted a loan of Rs. 170 million each to Mags and Morgan, to be utilised for subscribing to the 17 million Equity Shares of the Bank as provided in the SSA.This loan has to be repaid within three years of the disbursement of the loan amounts. These loans were disbursed on March 10, 2004. The SSA states that the loans to Mags and Morgan by Rabobank International Holdings are to be at an interest rate of nil (0%). Mags and Morgan, as security for the loan amount, have each executed demand promissory notes in favour of Rabobank International Holding. Further, the Promoters executed personal guarantees and demand promissory notes as security for loans to Mags and Morgan. The aforesaid loan agreements provide that the Promoters shall not dispose of their shareholding in Mags and Morgan, respectively, during the tenure of the loan. Further, Mags and Morgan have undertaken that they shall not dispose of the Equity Shares during the tenure of the loan. The Promoters, along with Mags and Morgan, have agreed that they shall cause us to issue such share certificates in .respect of Equity Shares to Mags and Morgan that state that the transfer of the shares without the consent of Rabobank International Holding will be invalid. In the event that the Equity Shares are held in dematerialised form, it is required that an agreement giving effect to this clause is entered into with the concerned depository. In the event of a default under the aforesaid agreements, Rabobank International Holding has a right to purchase such number of shares that are obtained by dividing the outstanding amount under the agreements by the fair-market value of the shares as on the date of such breach that are held by Mr. Ashok Kapur in Mags and Mr. Rana Kapoor in Morgan, respectively, at nil consideration. In addition, as consideration for the amounts due under the loan agreement, in the event of a default under the aforesaid loan agreements, Rabobank International Holding also has the right to purchase the Equity Shares

held by Mags and Morgan, with the number of Equity Shares being determined according to the fair market value. The shareholders of Mags and Morgan have executed separate Promoter Support Agreements dated November 5, 2003 with Rabobank International Holding to govern their relationship with Rabobank International Holding, whereby Mags and Morgan have authorised Mr. Ashok Kapur and Mr. Rana Kapoor, respectively, to enter into and execute the above mentioned loan agreements on their behalf. They have also undertaken to ensure, that by exercise of their voting rights as shareholders of Mags and Morgan, all obligations of Mags, Morgan, Mr. Ashok Kapur and Mr. Rana Kapoor under the aforesaid loan agreements shall be fulfilled. For details of the shareholders of Doit see the section titled Our Promoters on page 98 of this Red Herring Prospectus. For details of the shareholders of Mags and Morgan see the section titled Our Promoters-Companies Promoted by the Promoter Group on page 98 of this Red Herring Prospectus. In response to correspondence from the Bank, providing details of the loan agreements, RBI through its letter dated August 6, 2003 permitted the loans and advised that the loans availed from Rabobank International Holding should not be secured against the shares of the Company. Subsequently, the Bank had by its letter dated March 5, 2004, intimated RBI of the draw down of the loans in accordance with the terms of the RBI letter dated August 6, 2003. RBI by its letter dated May 22, 2004 advised that the loan agreements be filed with the RBI. The RBI also advised that these loans should have a minimum average maturity of 3 years and that Mags and Morgan would be required to submit monthly returns to RBI. The loan agreements have been filed with the RBI and the RBI has through letters dated June 23, 2004 and June 24, 2004, allotted loan registration numbers to these loan agreements. Further, the RBI license dated May 24, 2004 stated that the promoters should abide with the conditions governing the loan as stated by the RBI in their above mentioned letters. Mags and Morgan have been regularly submitting the requisite returns to RBI in compliance with the requirements of the RBI letter dated May 22, 2004. Investment by the Private Equity Investors

Pursuant to the SSA, our Promoters, entered into a Master Investment Agreement dated November 25, 2003 with Mags, Morgan, Doit, and the Private Equity Investors, (the MIA), pursuant to which the Private Equity Investors agreed to subscribe to their Equity Shares, simultaneous to the subscription by our Promoters, and the Promoter Group Companies to their Equity Shares. Additionally, Mr. Ashok Kapur and Doit are permitted to transfer shareholding representing up to 1.5% to key management personnel of the Bank. In terms of the MIA, post the allotment of Equity Shares to our Promoters, our Promoter Group Companies, and the Private Equity Investors, we are required to allot 6 million Equity Shares constituting 3.0% of our equity shares capital to senior managerial personnel and executives of the Bank. The MIA also reiterates the provisions of the SSA in relation to our Board, and further provides that each of the Private Equity Investors shall be entitled to nominate one non-executive rotational director on the Board, who will be eligible for reappointment; and that within 12 months of the date of completion not less than half the Board is required to be comprised of independent directors. The directors nominated by the Private Equity Investors are also entitled to be members of any committee or sub-committee of the Board. The MIA provides that 21 days' notice of each Board meeting is required to be given to each Private Equity Investor, and the agenda for the meeting is required to be circulated 10 days prior to the meeting. The MIA lists out certain items that can be discussed only if the same are stated in the agenda to the Board meeting, such as filing for bankruptcy or winding up, change in capital structure, merger, amalgamation or consolidation, modification of the any of our charter documents, and the appointment and removal of directors. The presence of half the number of the Board, present for the entire duration of the meeting is necessary to constitute a quorum for the meeting, unless the same is with the consent of the Private Equity Investors. In terms of the MIA, all parties subscribing to the Equity Shares prior to or simultaneously with the Private Equity Investors are prohibited from transferring their Equity Shares for a period of three years from the date of completion, i.e., March 10, 2004. However, the MIA also prescribes the following exceptions to the aforesaid lock-in: (i) where we suffer a loss of reputation; (ii) where the Private Equity Investors

are required by law to liquidate their shareholding in us; (iii) where there is a reduction in either the period of lock-in or in the number of Equity Shares, by RBI, in relation to the five-year statutory lock-in imposed on the shareholding of Rabobank International Holding, the Private Equity Investors would be entitled to transfer their Equity Shares on a pro-rata basis or if there is reduction in the lock-in period by RBI in respect of the Equity Shares held by Rabobank International Holding to less than 36 months from the date of completion, then the restriction on the transfer of Equity Shares by the Private Equity Investors shall be in force for such reduced period of time; iv) where our Promoters or the Promoter Group Companies are required to sell their Equity Shares for the repayment of the loan facility availed by Mags and Morgan from Rabobank International Holding; (v) the sale of three million Equity Shares by our Promoters through the random order matching system of the stock exchanges after the listing of our Equity Shares, after the repayment of the loan facility availed by Mags and Morgan from Rabobank International Holding and (vi) the sale of 1,150,000 Equity Shares, 850,000 Equity Shares, 850,000 Equity Shares by Citicorp, ChrysCapital and AIF Capital, respectively, through the random order matching system of the stock exchanges after the listing of the Equity Shares. Further, the Equity Shares held by the Private Equity Investors will be locked-in along with our entire pre-lssue equity share capital for a period of one year from the date of allotment of Equity, Shares in this Issue. See the section titled Promoter Contribution and Lock-in on page 13 of this Red Herring Prospectus. The MIA also imposes a restriction on our Promoters and the Promoter Group Companies prohibiting them from transferring their locked-in Equity Shares for a period that is the lesser of either (i) five years from the date of the MIA, i.e., up to November 25,2008, or (ii) such other period as may be prescribed by RBI for restricting the transfer of the Equity Shares by the Promoters. The MIA further provides that in the event of sale of the Equity Shares by our Promoters or the Promoter Group Companies to any third person, such third person would be required also to purchase the Equity Shares from the Private Equity Investors, as per the procedure prescribed under the MIA. Upon listing of the Equity Shares, the Promoters are also prohibited from selling their shareholding in us on the market without the prior consent of the Private Equity Investors. The MIA also

prohibits for a period of five years, all inter-se transfers between the parties to the MIA, without the consent of all the parties. So long as the Promoters and the Promoter Group Companies hold 6.0% of our equity share capital, or during their employment with us, or for a period of six months from the date of cessation of employment with us, the MIA prohibits them from associating themselves with any business similar to ours. Our Promoters and the Promoter Group Companies, have under the terms of the MIA, been permitted to hold the entire share capital of a company proposing to provide business process outsourcing services (Other BPO Company) without being engaged in any manner in the running of such businesses, provided that our proposed subsidiary also intends to provide business process outsourcing services in the nature of a captive service, i.e., provides business process outsourcing services only to us. In the event that such subsidiary ceases to be a captive service provider, Our Promoters and the Promoter Group Companies are required to reduce their holding in the Other BPO Company to less than 25.0% and are also prohibited from being connected with the Other BPO Company in any manner. The MIA also mandates that our Bank is required to make an IPO of Equity Shares within 18 months from the date of completion, which includes listing of the Equity Shares on the Stock Exchange, Mumbai or the National Stock Exchange. However, the Bank is required to actively consult the Private Equity Investors prior to making such initial public offering. It is provided that the minimum IPO price shall be the higher of (i) the price at which any of the Private Equity Investors subscribe to the Equity Shares anytime prior to such initial public offering and (ii) the price at which any person purchases or subscribes to the Equity Shares prior to such initial public offering. An initial public offering at a price lower than the minimum IPO price requires the consent of the Private Equity Investors. The MIA seeks to protect the shareholding of the Private Equity Investors by providing that except in the case of an IPO by the Bank, if there is any issue of any Equity Shares, or any appreciation rights, or rights issues, or options or warrants, the Private Equity Investors would be entitled to acquire such an additional number of Equity Shares of our Bank so as to maintain/increase their current proportion,

provided that the stake of Citicorp in our Bank may not exceed 15.0% and the stake of ChrysCapital and AIF Capital may not exceed 10.0% of our capital. After the IPO, Citicorp, ChrysCapital and AIF Capital are prohibited from exercising voting rights on poll in excess of 14.9%, 10.0% and 10.0%, respectively, of the total voting rights of all the shareholders, without the prior written consent of the Promoters and the Promoter Group Companies. Further, in terms of the MIA, we have agreed not to establish a branch in the United States without the consent of the^Private Equity Investors. The MIA terminates upon the expiry of the lock-in period in relation to the Equity Shares subscribed to by the Private Equity Investors except for certain provisions in relation to the warranties and indemnities, tag along rights, governing law and notice as contained in the MIA that survive the termination of the MIA. If after the lock-in period, the stake of any of the Private Equity Investors in us falls below 5.0%, then even these residual provisions of the MIA would terminate with respect to such Private Equity Investor. We have executed a deed of adherence dated March 8, 2004 with the Promoters, the Promoter Group Companies and the Private Equity Investors agreeing to be bound by the terms of the MIA, in so far as they relate to any right, obligation or duty upon us. RBI by their letter dated February 26, 2004 has also provided their no-objection to the participation of the three private equity investors namely Citicorp International Finance Corporation, ChrysCapital II, LLC and AIF Capital Inc. in the equity of the Bank at 10%, 7.5% and 7.5%, respectively. 2005 - Yes Bank on May 12, 2005, forays into retail banking with launch of International Gold and Silver debit card in partnership with MasterCard International. -Yes Bank has announced that it will enter the capital market with its initial public offer on June 15 to raise Rs 266-315 crore. The issue will close on June 21. Yes Bank will offer seven crore equity shares of Rs 10 face value through a 100 per cent book building route. The price band for the shares has been fixed at Rs 38-45. -Yes Bank initial public offer oversold 8.27 times on day 1 -The YES Bank IPO has been priced at Rs 45 per share as it received the maximum number of bids at this price. The IPO, which was through a book-building route, had a price band of Rs 38-45 per share. The

IPO received 2,57,000 bids, resulting in a subscription of over 30 times. --Yes Bank joins hands with IBM for tech infrastructure -Yes Bank launches International Gold, Silver debit card 2006 -Yes Bank Launches YES MICROFINANCE -YES Bank join hands with Reuters 2007 -YES BANK received the Euromoney - Trade Finance Deal of The Year award for a structured & innovative Rural Financing solution in providing loans to over 2000 nomadic honey bee farmers in Jammu & Kashmir. The only Indian private sector Bank to have won this award as the lead arranger out of a total of 367 deals presented across 30 countries.

2008 - Yes Bank Limited has appointed Ms. Radha Singh and Mr. Ajay Vohra as Independent Director(s) on the Board of Yes Bank w.e.f. April 29, 2008. - Yes Bank and PTC+, a premier Dutch practical training institution in the field of high technology agriculture have announced an alliance to develop projects and encourage innovations in the agri sector and other initiatives in the field of agri-infrastructure. - The UAE-based private bank, Mashreq, has entered into an alliance with YES Bank to launch global Indian banking services across UAE. -YES Bank ties up with Cisco for voice-enabled phone banking -YES BANK received the Best Corporate Social Responsibility Practice award at the Social & Corporate Governance Awards 2007. These awards were instituted to recognize the need for new innovative strategies to implement the CSR practice within the business focus of the Indian Corporate sector. 2009 - SKS Microfinance seems to have signed a securitisation deal worth Rs 100 crore with YES Bank. This deal would allow the bank to purchase 1,48,950 micro loans extended to unbanked SC as well as ST and minorities' families identified by the Reserve Bank of India as weaker sections. The transaction has been rated as `Very Strong Safety' by CRISIL. - Yes Bank has signed a loan agreement with development finance institution DEG, under which it will borrow a 5-year loan of euros

20-million. DEG (Deutsche Investitions-und Entwicklungsgesellschaft mbH), is one of Europe's largest development finance institutions. -YES BANK was awarded the Most Innovative Bank in India at the New Economy First Annual Banking and Finance Awards 2008 held in London and were announced in the December 2008 issue of the International Magazine, New Economy. YES BANK is the only Indian Bank to have won this award. 2010 - YES Bank has joined hands with handset maker Nokia to offer mobile payment services that will enable consumers pay for goods and services using their mobile devices.

YES BANK is a state-of-the-art high quality, customer centric, service driven, private Indian Bank catering to the Future Businesses of India , and is an outcome of the professional & entrepreneurial commitment of Rana Kapoor, Founder, Managing Director & CEO. As the Professionals Bank of India, YES BANK has exemplified creating and sharing value for all its stakeholders, and has created a differentiated Banking Paradigm. Since inception, YES BANK has tried to play a catalytic role in bridging the infrastructure and knowledge gap in various Sunrise sectors of the economy. As part of the differentiated strategy, YES BANK has had a strong focus on Development Banking, as is evident from the cutting-edge work that the Bank has done in the area of Food & Agribusiness, Infrastructure, Microfinance, and Sustainability which in most cases has been first-of-its kind in India. Our focus on Governance and Good Corporate Citizenship, actualized through YES BANKs Responsible Banking approach, stands evidence to YES BANKs strategic vision. Since inception in 2004, YES BANK has fructified into a Full Service Commercial Bank that has steadily built Corporate and Institutional Banking, Financial Markets, Investment Banking, \ YES BANK's Investment Banking group is involved in the identification, structuring and execution of transactions for its clients in diverse industries and geographies. Some of the typical transactions include mergers & acquisitions, divestitures, private equity syndication and IPO advisory. At YES BANK, we seek to provide our clients with the widest possible range of opportunities including the Management of Equity, Capital Restructures of Advisory and Equity Capital transactions. We also offer a range of merchant banking and equity placement services. Our unique knowledge based approach to banking enables us to provide a range of services designed to meet our clients specific needs, thereby ensuring that we consistently deliver high quality advice and service to all our clients. This customer-centric approach allows us to offer a high level of customization for our clients, making us their Preferred Partners. Branch Banking,

YES BANK Savings Accounts have been designed specifically to take care of your banking requirements. Our innovative financial solutions, backed by expert advice, will provide you with a truly rewarding banking experience. Earn a higher return of 7% p.a.* on your YES BANK Savings Account for balance more than Rs. 1 lakh & 6% p.a.* for balance up to Rs. 1 lakh FLEXIBILITY Wide range of YES BANK Savings Account variants to suit your requirements Waiver on Average Quarterly Balance requirement with a Fixed Deposit** BANKING CONVENIENCE Unlimited access to any banks ATM in India True Anywhere Banking facility for access to any YES BANK branch across India Extended Banking Hours at the state-of-the-art branches VALUE FOR MONEY Free RTGS/NEFT payment facility through NetBanking Free Demand Draft /Pay Order issuance upto defined limits through Branch & NetBanking** Free utility bill payment facility through Net Banking for registered billers Free set-up of Standing Instruction facility Personal Accident Insurance, Lost Card Liability and Purchase Protection on your International Debit Card. Click herefor details TECHNOLOGY SOLUTIONS FOR EASE OF BANKING One View of your Savings Account, Fixed Deposits and Mutual Funds with YES BANK Online Fixed Deposits booking through YES BANK NetBanking MFOnline (Mutual Funds Online) for hassle free investment in Mutual Funds MONEY MONITOR a one stop money tracking solution for aggregating all your financial information across multiple Banks, Financial Institutions, Insurance Companies etc. Convenient Mobile and SMS Banking to keep you updated on account activity on the move Technology Edge with a Single Personal Identification Number for all electronic channels including Internet, Mobile , Phone and ATM Banking. Our two factor authentication also assures you of the highest level of security for your NetBanking transactions

Business and Transaction Banking, and Wealth Management business lines across the country, and is well equipped to offer a range of products and services to corporate and retail customers. YES BANK offers a full-range of client-focused corporate banking services, including working capital finance, specialized corporate finance, trade and transactional services, treasury risk management services, investment banking solutions and liquidity management solutions among others to a highly focused client base. The Bank also has a widespread branch network of over 350 branches across 200 cities, with over 600 ATM's and 2 National Operating Centres in Mumbai and Gurgaon. Since inception, YES BANK has adopted innovative and creative technologies that facilitate robust systems and processes and facilitate in the delivery of world-class banking solutions that significantly improve the business and financial efficiency of our clients. YES BANK has been recognized amongst the Top and the Fastest Growing Bank in various Indian Banking League Tables by prestigious media houses and Global Advisory Firms, and has received national and international honours for our various Businesses including Corporate Finance, Investment Banking, Treasury, Transaction Banking, and Sustainable practices through Responsible Banking. The Bank has received several recognitions for our world-class IT infrastructure, and payments solutions, as well as excellence in Human Capital. The sustained growth of YES BANK is based on the key pillars of Growth, Trust, Technology, Human Capital, Transparency and Responsible Banking. YES BANK is committed towards building the Best Quality Bank of the World in India resting on the strengths of its six key pillars and differentiation built through exemplary Customer Service, to ensure that it provides the finest Banking Experience to its customers.

Balance Sheet of Yes Bank

Capital and Liabilities: Total Share Capital Equity Share Capital

------------------- in Rs. Cr. ------------------Mar '11 Mar '10 Mar '09 Mar '08 12 mths 347.15 347.15 12 mths 339.67 339.67 12 mths 296.98 296.98 12 mths 295.79 295.79

12

2 2

Share Application Money Preference Share Capital Reserves Revaluation Reserves Net Worth Deposits Borrowings Total Debt Other Liabilities & Provisions Total Liabilities

0.00 0.00 3,446.93 0.00 3,794.08 45,938.93 6,690.91 52,629.84 2,583.07 59,006.99 Mar '11 12 mths

0.00 0.00 2,749.88 0.00 3,089.55 26,798.57 4,749.08 31,547.65 1,745.32 36,382.52 Mar '10 12 mths 1,995.31 677.94 22,193.12 10,209.94 206.40 92.32 114.08 1.38 1,190.73 36,382.50 101,835.50 4,105.86 90.96

0.00 0.00 1,327.24 0.00 1,624.22 16,169.42 2,189.06 18,358.48 2,918.10 22,900.80 Mar '09 12 mths 1,277.72 644.99 12,403.09 7,117.02 194.88 64.15 130.73 0.39 1,326.86 22,900.80 43,953.92 3,849.80 54.69

0.00 0.00 1,023.13 0.00 1,318.92 13,273.16 986.21 14,259.37 1,404.13 16,982.42 Mar '08 12 mths 959.24 668.33 9,430.27 5,093.71 133.01 35.73 97.28 3.89 729.70 16,982.42 65,990.12 2,884.42 44.59

7 8,2 8 9,0 1,2 11,1 M

12

Assets Cash & Balances with RBI Balance with Banks, Money at Call Advances Investments Gross Block Accumulated Depreciation Net Block Capital Work In Progress Other Assets Total Assets Contingent Liabilities Bills for collection Book Value (Rs)

3,076.02 419.96 34,363.64 18,828.84 255.30 125.78 129.52 2.91 2,186.11 59,007.00 128,259.99 8,135.54 109.29

3 9 6,2 3,0

3 11,1

51,7 3

Yes Bank Profit & Loss account

------------------- in Rs. Cr. ------------------Mar '11 Mar '10 Mar '09 Mar '08 Mar '07 12 mths 12 mths 2,369.71 575.53 2,945.24 12 mths 2,003.32 435.02 2,438.34 12 mths 1,310.83 360.67 1,671.50 12 mths 587.61 200.71 788.32

Income Interest Earned Other Income Total Income Expenditure

4,041.75 623.27 4,665.02

Interest expended Employee Cost Selling and Admin Expenses Depreciation Miscellaneous Expenses Preoperative Exp Capitalised Operating Expenses Provisions & Contingencies Total Expenses

2,794.82 362.34 185.25 34.84 560.64 0.00 719.08 423.99 3,937.89 Mar '11 12 mths 727.14 -0.04 672.95 1,400.05 0.00 86.79 14.41 20.95 25.00 109.29 183.79 0.00 101.20 1,115.06 1,400.05

1,581.76 256.89 182.76 30.26 415.84 0.00 587.76 297.99 2,467.51 Mar '10 12 mths 477.74 0.00 405.78 883.52 0.00 50.95 8.66 14.06 15.00 90.96 150.95 0.00 59.61 672.95 883.51

1,492.14 218.02 125.49 30.10 268.75 0.00 475.61 166.75 2,134.50 Mar '09 12 mths 303.84 0.00 245.08 548.92 0.00 0.00 0.00 10.23 0.00 54.69 143.15 0.00 0.00 405.78 548.93

974.11 202.41 60.27 19.23 215.45 0.00 356.92 140.44 1,471.47 Mar '08 12 mths 200.02 0.00 105.30 305.32 0.00 0.00 0.00 6.76 0.00 44.59 60.24 0.00 0.00 245.08 305.32

416.26 117.47 29.44 11.07 119.72 0.00 196.60 81.10 693.96 Mar '07 12 mths 94.37 0.00 37.73 132.10 0.00 0.00 0.00 3.37 0.00 28.11 26.80 0.00 0.00 105.30 132.10

Net Profit for the Year Extraordionary Items Profit brought forward Total Preference Dividend Equity Dividend Corporate Dividend Tax Per share data (annualised) Earning Per Share (Rs) Equity Dividend (%) Book Value (Rs) Appropriations Transfer to Statutory Reserves Transfer to Other Reserves Proposed Dividend/Transfer to Govt Balance c/f to Balance Sheet Total

Yes Bank Cash Flow

------------------- in Rs. Cr. ------------------Mar '11 Mar '10 Mar '09 Mar '08 Mar '07 12 mths 12 mths 726.49 960.13 -2006.16 1796.57 750.54 12 mths 465.92 -364.59 -60.20 719.93 295.14 12 mths 306.54 -196.48 -49.54 580.74 334.73 12 mths 143.68 1801.35 -1222.69 498.60 1077.26 1092.18 3050.63 -3423.73 1195.82 822.73

Net Profit Before Tax Net Cash From Operating Activities Net Cash (used in)/from Investing Activities Net Cash (used in)/from Financing Activities Net (decrease)/increase In Cash

and Cash Equivalents Opening Cash & Cash Equivalents Closing Cash & Cash Equivalents

2673.25 3495.98

1922.70 2673.25

1627.57 1922.70

1292.84 1627.57

215.58 1292.84

Yes Bank Key Financial Ratios Mar '11 Investment Valuation Ratios Face Value Dividend Per Share Operating Profit Per Share (Rs) Net Operating Profit Per Share (Rs) Free Reserves Per Share (Rs) Bonus in Equity Capital Profitability Ratios Interest Spread Adjusted Cash Margin(%) Net Profit Margin Return on Long Term Fund(%) Return on Net Worth(%) Adjusted Return on Net Worth(%) Return on Assets Excluding Revaluations Return on Assets Including Revaluations Management Efficiency Ratios Interest Income / Total Funds Net Interest Income / Total Funds Non Interest Income / Total Funds Interest Expended / Total Funds Operating Expense / Total Funds Profit Before Provisions / Total Funds Net Profit / Total Funds Loans Turnover Total Income / Capital 10.00 2.50 33.96 134.18 82.62 -3.60 16.31 15.56 102.46 19.16 19.17 109.29 109.29 9.77 3.91 0.03 5.86 1.43 2.43 1.52 0.16 9.80 Mar '10 10.00 1.50 21.69 84.68 69.33 -3.21 17.35 16.30 74.73 15.46 15.48 90.96 90.96 9.70 4.37 0.18 5.34 1.88 2.57 1.61 0.17 9.89 Mar '09 10.00 -16.37 81.62 36.47 -4.12 13.59 12.35 120.56 18.70 18.71 54.69 54.69 12.16 4.67 0.17 7.48 2.23 2.46 1.52 0.22 12.33 Mar '08 10.00 -9.43 53.78 31.18 -3.31 13.16 12.01 97.09 15.16 15.16 44.59 44.59 11.33 4.39 0.53 6.94 2.40 2.38 1.42 0.20 11.86 Mar '07 10.00 -4.82 26.31 16.66 -2.63 13.48 12.06 71.98 13.88 11.99 28.11 28.11 9.65 4.20 0.60 5.45 2.43 2.22 1.24 0.17 10.25

Employed(%) Interest Expended / Capital Employed(%) Total Assets Turnover Ratios Asset Turnover Ratio Profit And Loss Account Ratios Interest Expended / Interest Earned Other Income / Total Income Operating Expense / Total Income Selling Distribution Cost Composition Balance Sheet Ratios Capital Adequacy Ratio Advances / Loans Funds(%) Debt Coverage Ratios Credit Deposit Ratio Investment Deposit Ratio Cash Deposit Ratio Total Debt to Owners Fund Financial Charges Coverage Ratio Financial Charges Coverage Ratio Post Tax Leverage Ratios Current Ratio Quick Ratio Cash Flow Indicator Ratios Dividend Payout Ratio Net Profit Dividend Payout Ratio Cash Profit Earning Retention Ratio Cash Earning Retention Ratio AdjustedCash Flow Times

5.86 0.10 18.25 69.15 0.31 14.64 0.44 16.50 81.65 77.75 39.92 6.97 12.11 0.43 1.27 0.05 15.34 13.91 13.28 86.10 86.73 60.25

5.34 0.10 13.93 66.75 1.85 19.02 0.37 20.60 88.94 80.52 40.33 7.62 8.67 0.50 1.32 0.04 14.54 12.47 11.73 87.54 88.28 52.69

7.48 0.12 12.44 74.48 1.40 18.12 0.06 16.60 76.05 74.16 41.47 7.60 9.96 0.35 1.22 0.07 5.14 --100.00 100.00 48.40

6.94 0.11 11.96 74.31 4.48 20.28 0.10 13.60 80.78 73.14 38.00 6.28 10.06 1.36 1.23 0.05 7.92 --100.00 100.00 60.54

5.45 0.10 8.50 70.84 5.81 23.72 0.36 13.60 100.94 78.13 39.74 4.29 10.44 1.43 1.25 0.04 5.74 --100.00 100.00 77.96

Mar '11 Earnings Per Share Book Value 20.95 109.29

Mar '10 14.06 90.96

Mar '09 10.23 54.69

Mar '08 6.76 44.59

Mar '07 3.37 28.11

Capital Structure (Yes Bank)

Period Instrument From To 2010 2009 2008 2007 2006 2005 2003 Authorized Capital IssuedCapital PAIDUP (Rs. cr) (Rs. cr) Shares (nos) Face Value Capital 400 400 400 400 400 400 400 347.15 339.6 296.98 295.79 280 270 200 347147124 10 347.15

2011 Equity Share 2010 Equity Share 2009 Equity Share 2008 Equity Share 2007 Equity Share 2006 Equity Share 2005 Equity Share

339667269 296978930 295789750 280000000 270000000 200000000

10 10 10 10 10 10

339.67 296.98 295.79

280

270 200

Executive Summary
The pace of development for the Indian banking industry has been tremendous over the past decade. As the world reels from the global financial meltdown, Indias banking sector has been one of the very few to actually

maintain resilience while continuing to provide growth opportunities, a feat unlikely to be matched by other developed markets around the world. FICCI conducted a survey on the Indian Banking Industry to assess the competitive advantage offered by the banking sector, as well as the policies and structures required to further stimulate the pace of growth. 1. A majority of the respondents, almost 69% of them, felt that the Indian banking Industry was in a very good to excellent shape, with a further 25% feeling it was in good shape and only 6.25% of the respondents feeling that the performance of the industry was just average. 2. This optimism is reflected in the fact that 53.33% of respondents were confident in a growth rate of 1520% for the banking industry in 2009-10 and a greater than 20% growth rate for 2014-15. 3. Some of the major strengths of the Indian banking industry, which makes it resilient in the current economic climate as highlighted by our survey were regulatory system (93.75%), economic growth (75%), and relative insulation from external market (68.75%). 4. Respondents perceived ever rising customer expectations and risk management as the greatest challenge for the industry in the current climate. 5. 93.75% of our respondents saw expansion of operations as important in the future, with branch expansion and strategic alliances the most important organic and inorganic means for global expansion respectively.

6. An overwhelming 80% of respondents admitted that the primary strength of NBFCs over banks lies in their ability to provide reach to the last mile and were also were unanimous in the need to strengthen NBFCs further. 7. Further, 81.25% also felt that there was further scope for new entrants in the market, as there continue to remain opportunities in unbanked areas. However, 57.14% felt that NBFCs may be allowed to be 3 established as banking institutions but only if adequate capitalization levels, a tiered license that enables new entrants to enter into specific areas of the business only after satisfactorily achieving set milestones for the prior stages, cap on promoter's holdings and other regulatory limitations are ensured.

Banking Industry in India

Banking in India originated in the last decades of the 18th century. The first banks were The General Bank of India, which started in 1786, and Bank of Hindustan, which started in 1790; both are now defunct. The oldest bank in existence in India is the State Bank of India, which originated in the Bank of Calcutta in June 1806, which almost immediately became the Bank of Bengal. This was one of the three presidency banks, the other two being the Bank of Bombay and the Bank of Madras, all three of which were established under charters from the British East India Company. For many years the Presidency banks acted as quasicentral banks, as did their

successors. The three banks merged in 1921 to form the Imperial Bank of India, which, upon India's independence, became the State Bank of India. 4

Nationalization
Despite the provisions, control and regulations of Reserve Bank of India, banks in India except the State Bank of India or SBI, continued to be owned and operated by private persons. By the 1960s, the Indian banking industry had become an important tool to facilitate the development of the Indian economy. At the same time, it had emerged as a large employer, and a debate had ensued about the nationalization of the banking industry. Indira Gandhi, then Prime Minister of India, expressed the intention of the Government of India in the annual conference of the All India Congress Meeting in a paper entitled "Stray thoughts on Bank Nationalisation." The meeting received the paper with enthusiasm. Thereafter, her move was swift and sudden. The Government of India issued an ordinance and nationalised the 14 largest commercial banks with effect from the midnight of July 19, 1969. Jayaprakash Narayan, a national leader of India, described the step as a "masterstroke of political sagacity." Within two weeks of the issue of the ordinance, the Parliament passed the Banking Companies (Acquisition and Transfer of Undertaking) Bill, and it received the presidential approval on 9 August 1969. A second dose of nationalization of 6 more commercial banks followed in 1980. The stated reason for the

nationalization was to give the government more control of credit delivery. With the second dose of nationalization, the Government of India controlled around 91% of the banking business of India. Later on, in the year 1993, the government merged New Bank of India with Punjab National Bank. It was the only merger between nationalized banks and resulted in the reduction of the number of nationalized banks from 20 to 19. After this, until the 1990s, the nationalized banks grew at a pace of around 4%, closer to the average growth rate of the Indian economy. 5 Some insights about Banking Industry The growth in the Indian Banking Industry has been more qualitative than quantitative and it is expected to remain the same in the coming years. Based on the projections made in the "India Vision 2020" prepared by the Planning Commission and the Draft 10th Plan, the report forecasts that the pace of expansion in the balancesheets of banks is likely to decelerate. The total assets of all scheduled commercial banks by end-March 2010 is estimated at Rs 40,90,000 crores. That will comprise about 65 per cent of GDP at current market prices as compared to 67 per cent in 2002-03. Bank assets are expected to grow at an annual composite rate of 13.4 per cent during the rest of the decade as against the growth rate of 16.7 per cent that existed between 1994-95 and 2002-03. It is expected that there will be large additions to the capital base and reserves on the liability side.

The Indian Banking Industry can be categorized into non-scheduled banks and scheduled banks. Scheduled banks constitute of commercial banks and co-operative banks. There are about 67,000 branches of Scheduled banks spread across India. As far as the present scenario is concerned the Banking Industry in India is going through a transitional phase. The Public Sector Banks (PSBs), which are the base of the Banking sector in India account for more than 78 per cent of the total banking industry assets. Unfortunately they are burdened with excessive Non Performing assets (NPAs), massive manpower and lack of modern technology. On the other hand the Private Sector Banks are making tremendous progress. They are leaders in Internet banking, mobile banking, phone banking, ATMs. As far as foreign banks are concerned they are likely to succeed in the Indian Banking Industry. In the Indian Banking Industry some of the Private Sector Banks operating are IDBI Bank, ING Vyasa Bank,SBI Commercial and International Bank Ltd, Bank of Rajasthan Ltd. and banks from the Public Sector include Punjab National bank, Vijaya Bank, UCO Bank, Oriental Bank, Allahabad Bank among others. ANZ Grindlays Bank, ABN-AMRO Bank, American Express Bank Ltd, Citibank are some of the foreign banks operating in the Indian Banking Industry. 6

Top Players in Banking Industry

Bank Name State Bank Of India ICICI Bank HDFC Bank Punjab National Bank Bank Of Baroda Axis Bank Canara Bank Bank Of India Union Bank Of India IDBI Market Capitalization (Rs. In Cr.) 168,064.95 119,868.81 53,884.33 34,997.00 32,864.80 31,830.31 24,852.15 23,618.62 16,482.00 13,261.63

State Bank of India Tops the charts in banking industry followed by ICICI Bank as per Market Capitalization 7

Sr No. 1. 2. Topics Executive Summary Banking Industry in India Page no. 3 4 3. 4.

Top Players in Banking Industry ICICI Bank Background & History 7 8 5. 6. Banking products and services Capital Structure 11 14 7. 8. 9. Balance sheet & P/L interpretation CAMEL Ratios & Interpretation Recommendations 15 20 28 10. Important News 30 11.

References 33