3. Our responsibility is to express an opinion on these financial statements based on our audit.

Transcription

1 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF Report on the Financial Statements 1. We have audited the accompanying financial statements of ( the Company ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, the Cash Flow Statement for the period then ended and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements 2. The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7(1) of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. 4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report. 5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. 7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion 8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its loss and its cash flows for the period ended on that date.

2 INDEPENDENT AUDITORS REPORT Report on the Financial Statements Page 2 of 2 Report on Other Legal and Regulatory Requirements 9. As required by The Companies (Auditor s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as the Order ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B, a statement on the matters specified in paragraphs 3 and 4 of the Order. 10. As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7(1) of the Companies (Accounts) Rules, (e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure A. (g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us: i. The Company does not have any pending litigations as at March 31, 2018 which would impact its financial position. ii. The Company has long-term contracts as at March 31, 2018 for which there were no material foreseeable losses. There are no derivative contracts as at March 31, iii. There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the period ended March 31, iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the period ended March 31, 2018 For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 12754N/ N Himanshu Goradia Place: Mumbai Partner Date: April 24, 2018 Membership Number:

3 Annexure A to Independent Auditors Report Referred to in paragraph 10(f) of the Independent Auditors Report of even date to the members of YES Asset Management (India) Limited on the financial statements for the period ended March 31, 2018 Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act 1. We have audited the internal financial controls over financial reporting of YES Asset Management (India) Limited ( the Company ) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the period ended on that date. Management s Responsibility for Internal Financial Controls 2. The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors Responsibility 3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. 4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting 6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

4 Annexure A to Independent Auditors Report Referred to in paragraph 10(f) of the Independent Auditors Report of even date to the members of YES Asset Management (India) Limited on the financial statements for the period ended March 31, 2018 Page 2 of 2 Inherent Limitations of Internal Financial Controls Over Financial Reporting 7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion 8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 12754N/ N Himanshu Goradia Place: Mumbai Partner Date : April 24, 2018 Membership Number:

5 Annexure B to Independent Auditors Report Referred to in paragraph 9 of the Independent Auditors Report of even date to the members of YES Asset Management (India) Limited on the financial statements as of and for the period ended March 31, 2018 i. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. (b) The fixed assets have been physically verified by the management during the period and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable. (c) The Company does not own any immovable properties. Accordingly, the provisions of Clause 3(i)(c) of the Order are not applicable to the Company. ii. iii. iv. The Company is in the business of rendering services and consequently, does not hold any inventory. Accordingly, the provisions of Clause 3(ii) of the Order are not applicable to the Company. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of Clause 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable to the Company. The company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act. Accordingly, the provisions of Clause 3(iv) of the Order are not applicable to the company. v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified. vi. vii. The company s operations do not involve processing or manufacturing activities. Accordingly, the provisions of Clause 3(vi) of the Order are not applicable to the company. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues in respect of tax deducted at source and Goods and Services Tax (with effect from July 1, 2017) though there has been a slight delay in a few cases and is regular in depositing other undisputed statutory dues including provident fund and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales tax, service tax, Goods and Services Tax (with effect from July 1, 2017), duty of customs, duty of excise and value added tax, which have not been deposited on account of any dispute. viii. ix. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the Balance Sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company. x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the period, nor have we been informed of any such case by the management. xi. xii. The Company has not paid any managerial remuneration during the period as per the provisions of Section 197 read with Schedule V to the Act. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

6 Annexure B to Independent Auditors Report Referred to in paragraph 9 of the Independent Auditors Report of even date to the members of YES Asset Management (India) Limited on the financial statements for the period ended March 31, 2018 Page 2 of 2 xiii. xiv. xv. xvi. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7(1) of the Companies (Accounts) Rules, The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company. The Company has not entered into any non cash transactions with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company. For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 12754N/ N Himanshu Goradia Mumbai Partner Date : April 24, 2018 Membership Number:

7 Balance Sheet As at 31 March 2018 EQUITY AND LIABILITIES As at Note 31 March 2018 Shareholders funds Share capital 3 550,000 Reserves and surplus 4 (45,787) Non-current liabilities Other long term liabilities Long term provisions 6 73 Current liabilities Trade payables - total dues of micro enterprises and small enterprises - - total dues other than micro enterprises and small enterprises - Other current liabilities 7 1,913 Short term provisions 8 1,040 TOTAL 508,084 ASSETS Non-current assets Fixed assets 9 Tangible assets 17,410 Intangible assets 1,320 Long term loans and advances 10 5,251 Current assets Cash and cash equivalents ,536 Short term loans and advances 12 7,389 Other current assets TOTAL 508,084 Significant accounting policies 2 Notes referred to above form an integral part of the financial statements In terms of our report of even date For Price Waterhouse Chartered Accountants LLP Firm's Registration No: N/N For and on behalf of the Board of Directors of Himanshu Goradia Rana Kapoor Manoj Fadnis Partner Chairman Director Membership No: (DIN: ) (DIN: ) Sandeep Prabhani CFO Mumbai Mumbai Date: 24 April 2018 Date: 24 April 2018 Nehal Shah Company Secretary (ACS: 18077)

8 Statement of profit and loss for the period 21 April 2017 to 31 March 2018 Note For the period ended 31 March 2018 Revenue Revenue from operations - Other income 14 7,842 Total revenue 7,842 Expenses Employee benefits expense 15 18,397 Depreciation and amortisation 2,362 Other expenses 16 32,870 Total expenses 53,629 Loss for the period (45,787) Earnings per Share - Basic and Diluted (Rs. per Equity Share of Rs. 10 each) 17 (1.18) Significant accounting policies 2 Notes referred to above form an integral part of the financial statements In terms of our report of even date For Price Waterhouse Chartered Accountants LLP Firm's Registration No: N/N For and on behalf of the Board of Directors of Himanshu Goradia Rana Kapoor Manoj Fadnis Partner Chairman Director Membership No: (DIN: ) (DIN: ) Sandeep Prabhani CFO Mumbai Mumbai Date: 24 April 2018 Date: 24 April 2018 Nehal Shah Company Secretary (ACS: 18077)

9 Cash flow statement. for the period 21 April 2017 to 31 March 2018 For the period ended 31 March 2018 A. Cash flow from operating activities Loss before tax (45,787) Adjustments: Depreciation and amortisation 2,362 Interest income (7,842) Operating loss before working capital changes Increase / (Decrease) in Non current liabilities 918 Increase / (Decrease) in Current liabilities 2,953 (Increase) / Decrease in Long term loans and advances (5,251) (Increase) / Decrease in Short term loans and advances (6,604) Cash used in operations (59,251) Direct taxes paid (784) Net cash used in operating activities (A) (60,035) B. Cash flow from investing activities Purchases of fixed assets (21,092) Interest received 7,664 Net cash used in investing activities (B) (13,428) C. Cash flow from financing activities Issue of share capital 550,000 Net cash from financing activities (C) 550,000 Net increase in cash and cash equivalents (A+B+C) 476,536 Add: Cash and cash equivalents at beginning of the period - Cash and cash equivalents at end of the period (Refer Note 11) 476,536 Notes: (i) The above Cash Flow Statement has been prepared under the indirect method setout in AS-3 'Cash Flow Statements' notified under Section 133 of the Companies Act, 2013 read with Rule 7 (1) of the Companies (Accounts) Rules, 2014 (ii) Figures in brackets indicate cash outgo. (iii) The above cash flow statement has been prepared for the period April 21, 2017 being the date of incorporation to March 31, 2018.This being the first accounting period of the Company, there are no corresponding figures for the previous year. In terms of our report of even date For Price Waterhouse Chartered Accountants LLP Firm's Registration No: N/N For and on behalf of the Board of Directors of Himanshu Goradia Rana Kapoor Manoj Fadnis Partner Chairman Director Membership No: (DIN: ) (DIN: ) Sandeep Prabhani CFO Mumbai Mumbai Date: 24 April 2018 Date: 24 April 2018 Nehal Shah Company Secretary (ACS: 18077)

10 Notes to financial statements for the period ended 31 March Background Yes Asset Management (India) Limited (the Company) was incorporated on April 21, 2017 as a wholly owned subsidiary of YES BANK Limited (YBL / Holding Company). The Company has entered into an investment management agreement with Yes Trustee Limited to act as the investment manager for any funds to be launched by Yes Mutual fund. The company is seeking registration from Securities and Exchange Board of India ('SEBI') to launch Mutual fund operations. An in-principle approval from SEBI was received on July 21, 2016 and an in-person inspection was performed by SEBI on January 12, Summary of significant accounting policies 2.1 Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 (1) of the Companies (Accounts) Rules, 2014, till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) of the companies act, 1956 [Companies (Accounting Standards) Rules, 2006, as amended], other relevant provisions of the Companies Act, 2013 and SEBI (Mutual Fund) Regulations, 1996, as applicable. All assets and liabilities have been classified as current or non-current as per the Company s normal operating cycle and other criteria set out in the Schedule III (Division I) to the Companies Act, Based on the nature of operations and the time between their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities. 2.2 Use of estimates The preparation of the financial statements, in conformity with generally accepted accounting principles (GAAP), requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and disclosure of contingent liabilities on the date of the financial statements. The estimates and assumptions used in the accompanying financial statements are based upon Management s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying financial statements. Any revision to accounting estimates is recognised prospectively in current and future periods. 2.3 Revenue recognition Management Fees Management fees and income from investments are accounted for on accrual basis in accordance with the investment management agreement and SEBI (Mutual Fund) Regulations, Other Income Dividend income is recognized when the right to receive the same is established. Interest Income is recognized on a time proportion basis. 2.4 Tangible assets Tangible assets are stated as cost less accumulated depreciation / amortisation and provision for impairment. Cost comprises the purchase price and any cost attributable for bringing the asset to its working condition for its intended use. All expenses on existing fixed assets, including day to day repair and maintenance expenditure and cost of replacing parts are charged to Statement of Profit and Loss during the period in which they are incurred. Gains or Losses arising from disposal of fixed assets are measured as the difference between the net disposal proceeds and carrying amount of the asset and are recognized in the Statement of Profit and Loss. Intangible assets Intangible assets are amortised over their individual estimated useful life on straight line basis, commencing from the date the asset is available for the intended use. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with future net discounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment loss is recognised by debiting Statement of profit and loss and is measured as the amount by which the carrying amount of the assets exceeds the recoverable amount of the assets.

11 Notes to financial statements (Continued) for the period ended 31 March Summary of significant accounting policies (Continued) 2.5 Depreciation Depreciation is provided on straight-line basis at the rates and in the manner prescribed in Schedule II of the companies Act 2013, except for certain assets. Nature of Fixed Assets Management Estimate of useful life in years Office equipment 5 Computer Hardware 3 Computer Software* 4 Furniture and fixtures 10 Leasehold improvements to premises Over the lease period or 9 years whichever is less *Based on technical advise, management believes that the useful lives of these assets reflect the period over which they are expected to be used. Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase. For the assets purchased/sold during the year, depreciation is provided on pro rata basis. 2.6 Segment Reporting The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the Company. Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under Unallocated corporate 2.7 Employee benefits Employee Stock Option Scheme ( ESOS ) Eligible employees of the company are granted stock options to acquire equity shares of the Holding company. The options granted to employees vest in a graded manner and these may be exercised by the employees within a specified period. Measurement of the employee share-based payment plans is done in accordance with the Guidance Note on Accounting for Employee Share-based Payments issued by Institute of Chartered Accountants of India (ICAI) and SEBI (Share Based Employee Benefits) Regulations, The Holding Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation cost is measured by the excess, if any, of the fair market price of the underlying stock (i.e. the last closing price on the stock exchange on the day preceding the date of grant of stock options) over the exercise price. The exercise price of the Holding Company s stock option is the last closing price on the stock exchange on the day preceding the date of grant of stock options and accordingly there is no compensation cost under the intrinsic value method. Provident fund The Company contributes to a recognised provident fund which is a defined contribution scheme. The contributions are accounted for on an accrual basis and recognised in the Statement of profit and loss. Gratuity The Company provides for gratuity, a defined retirement plan, covering eligible employees. The plan provides for lumpsum payments, to vested employees at retirement or upon death while in employment or on termination of employment for an amount equivalent to 15 days eligible salary payable for each completed year of service if the service is more than 5 years. The Company account for the liability for future gratuity benefits using the projected unit cost method based on annual actuarial valuation. The discounted rates used for determining the present value are based on the market yield of Government Securities as at the balance sheet date. Actuarial gains and losses arising from experience adjustments and change in actuarial assumptions are recognised in the Statement of profit and loss in the period in which they arise. Compensated absences The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilized accrued leave balance and utilize it in future periods. The Company records an obligation for compensated absences in the period in which the employee renders the service that increases the entitlement. The Company measures the expected cost of compensated absences as the amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date.

12 Notes to financial statements (Continued) for the period ended 31 March Summary of significant accounting policies (Continued) 2.8 Taxation Income tax expense comprises of current tax (i.e. amount of tax for the year determined in accordance with the income tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the year). Current tax Current tax expense is recognized on an annual basis under the taxes payable method, based on the estimated tax liability computed after taking credit for allowances and exemption in accordance with the Income-tax Act, Deferred taxation Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences between the carrying values of assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates at the balance sheet date. Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future. In case of unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognized only if there is virtual certainty of realization of such assets supported by convincing evidence. Deferred tax assets are reviewed at each balance sheet date and appropriately adjusted to reflect the amount that is reasonably / virtually certain to be realized. 2.9 Earnings per share (EPS) The Company reports basic and diluted earnings per share in accordance with AS - 20, Earnings Per Share. Basic earning per share is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit attributable to the equity shareholders, for the year, by the weighted average number of equity and dilutive equity equivalent shares outstanding during the year, except where the results would be anti dilutive Lease Lease where the lessor effectively retains substantially all risks and benefits of ownership are classified as operating lease. Operating lease payment are recognised as an expense in the Statement of profit and loss on a straight line basis over the lease term Provisions and contingencies The Company makes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure of a contingent liability is made when there is a possible obligation or present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resource would be required to settle the obligation, the provision is reversed. Contingent assets are not recognized in the financials. However, contingent assets are assessed continually and if it virtually certain that an inflow of economic benefits will arise, the assets and related income are recognized in the period in which the change occurs Cash and Cash Equivalents In the cash flow statement, cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

13 Notes to financial statements (Continued) for the period ended 31 March Share capital As at 31 March 2018 Details of authorized, issued and subscribed share capital Authorized 74,500,000 equity shares of Rs. 10 each 745, ,000 Issued, subscribed and paid-up 55,000,000 equity shares of Rs. 10 each, fully paid-up 550, , Reconciliation of the number of shares outstanding at the beginning and at the end of the period Particulars Equity shares No. of shares Shares outstanding at the beginning of the period - Shares issued during the period 55,000, ,000 Shares bought back during the period - - Shares outstanding at the end of the period 55,000, ,000 Rights, preferences and restrictions attached to shares Equity Shares: The company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. Amount 3.3 Shares held by holding company and subsidiary of holding company Name of Shareholder As at 31 March 2018 No. of equity % of holding shares held YES Bank Limited* 55,000, % * This includes six nominee shareholders of Yes Bank Limited holding one share each. 3.4 Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company Name of Shareholder As at 31 March 2018 No. of equity % of holding shares held YES Bank Limited* 55,000, % * This includes six nominee shareholders of Yes Bank Limited holding one share each. 4 Reserves and surplus Surplus / (Deficit) in statement of Profit and Loss Opening balance - Add: Loss for the period (45,787) Balance as at the end of the period (45,787) 5 Other long term liabilities Lease equalisation reserve

14 Notes to financial statements (Continued) for the period ended 31 March Long term provisions Provision for Gratuity (Refer Note 18) As at 31 March Other current liabilities Statutory dues payable 1,512 Other expenses payable Short term provisions Provision for compensated absences 1, Long term loans and advances (Unsecured, considered good) Security deposit 4,467 Tax deducted at source receivable 784 5, Cash and cash equivalents Balances with a bank On current account 6,536 On deposit accounts (less than 3 months maturity) 470,000 1,913 1, , Short term loans and advances (Unsecured, considered good) GST input credit 7,063 Prepaid expenses Other Current Assets Interest accrued on deposits with a bank Other income Interest income on deposits with a bank 7,842 7, Employee benefits expense Salaries, allowances and bonus 17,671 Contribution to provident and other funds 653 Gratuity expense 73 18,397 7,842

15 Notes to financial statements (continued) as at 31 Mar Fixed assets Description Gross block Depreciation / Amortisation Net block As at 01 April 2017 Additions Deductions As at 31 March 2018 As at 01 April 2017 For the period On Deductions As at 31 March 2018 As at 31 March 2018 Tangible Assets Leasehold Improvements - 4,989-4, ,573 Computer Hardware - 13,441-13,441-1,678-1,678 11,763 Office Equipment - 1,194-1, ,074 Intangible Assets Computer Software - 1,468-1, ,320 Total - 21,092-21,092-2,362-2,362 18,730

16 Notes to financial statements (Continued) for the period ended 31 March Other expenses Directors' sitting fees 475 Lodging and boarding expenses 48 Professional fees 15,138 Auditor's remuneration - Audit fees 400 Rates and taxes (includes Rs 7,377 for share issue expenses) 8,265 Rent 7,853 SEBI Registration fee 500 Miscellaneous expenses , Earnings per share As at 31 March 2018 Loss for the period (45,787) Number of equity shares outstanding at the beginning of the period - Number of equity shares outstanding at the end of the period 55,000,000 Weighted average number of equity shares outstanding during the period 38,726,438 Basic and Diluted Earnings Per Share (1.18) Face value per share Employee benefits A) Defined benefit plan (Gratuity) I Assumption as at 31-Mar-18 Mortality Indian Assured Lives Mortality ( ) Ult Interest/discount rate 7.60% Rate and increase in compensation 12% Rates of returns (expected) on plan assets - Employee attrition rate (Past service (PS)) PS: 0 to 5 : 25% Employee attrition rate (Past service (PS)) PS: 5 to 42 : 13% Expected average remaining service (years) II Present value of obligations Plan liability (PVO) at beginning of the period - Interest cost - Current service cost 73 Past service cost - (non vested benefits) - Past service cost - (vested benefits) - Benefits paid - Transfer in of liability - Actuarial loss on obligation - PVO at end of the period 73 III Expenses recognized in the statement of Profit and Loss Current service cost 73 Interest cost - Past service cost - (non vested benefits) - Past service cost - (vested benefits) - Unrecognized past services cost-non vested benefits - Expected return on plan assets - Net actuarial (gain)/loss recognized for the period - Expenses recognized in the statement of Profit & Loss 73 IV Movements in the Liability recognized in Balance sheet Opening net liability - Expenses as above 73 Contribution paid - Closing net liability 73

17 Notes to financial statements (Continued) for the period ended 31 March Trade payable includes - Nil payable to "suppliers" registered under the Micro, Small and Medium Enterprises Development Act, No interest has been paid / is payable by the company during the period to "suppliers" registered under this Act. The aforementioned is based on the response received by the company to its inquiries with suppliers with regard to applicability under the said Act. As at 31 March 2018 Number of suppliers registered with competent authorities - Principal amount remaining unpaid to any supplier as at the period end - interest due thereon - Amount of interest paid and payments made to the supplier beyond the appointed day - during each accounting period Amount of interest due and payable for period of delay in making payment (which have been paid but beyond the appointed day during the period) but without adding the interest specified under this Act - Amount of interest accrued and remaining unpaid at the period end - 20 Related party disclosures The company has transactions with its related party comprising its holding company. a) As per AS 18 "Related Party Disclosures", the Company's related party for the period ended 31 March 2018 are disclosed below Name YES Bank Limited Relationship Holding Company A Transactions between the Company and related party during the period ended 31 March Mar-18 (i) Re-imbursement of expenses incurred by Holding Company 22,480 (ii) Re-imbursement for transfer of Fixed Assets from Holding Company 5,237 (iii) Equity shares issued to Holding Company 550,000 B Outstanding balance with holding company : 31-Mar-18 (i) Share capital held by Holding company 550,000 Normal banking transactions in current account with YES Bank are not included. 21 Operating lease The Company has taken office premises on operating lease. Gross rental expense for the period ended 31 March 2018 aggregated to Rs. 7,854, has been included under the head operating and other expenses - Rent in the Statement of profit and loss. Lease obligations 31-Mar-18 Not later than one year 17,237 Later than one year and not later than five years 72,052 89, Segmental Reporting In accordance with Accounting Standard-17 Segment Reporting, the Company is engaged primarily in the business of asset management hence there are no separate reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability and total cost incurred to acquire segment assets, is as reflected in the Financial Statements as of and for the period ended March 31, There is no distinguishable component of the Company engaged in providing services in a different economic environment. The Company renders services in one geographical segment and has no offices outside India. Hence there are no reportable geographical segments.

18 Notes to financial statements (Continued) for the period ended 31 March ESOP disclosure Statutory Disclosures Regarding Joining Stock Option Scheme: The employees of the Company are granted Stock Options of the Yes Bank Ltd. The Yes Bank Ltd has Five Employee Stock Option Schemes viz Joining Stock Option Plan I (JSOP I), 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) YBL JESOP V/PESOP II (Consisting of three sub schemes JESOP V/ PESOP II/PESOP II -2010). The schemes include provisions for grant of options to eligible employees of the Yes Bank Limited and its subsidiaries/affiliates. All the aforesaid schemes have been approved by the Board Remuneration Committee and the Board of Directors and were also approved by the members of the Yes Bank Limited. All these schemes are administered by the Board Remuneration Committee of the Yes Bank Limited. 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. A summary of the status of the Yes Bank s stock option plans granted to employees with Yes Asset Management (India) Limited as on 31 March 2018 is set out below: Description FY Options outstanding at the beginning of the year - Granted during the year 125,000 Exercised during the year - Forfeited / lapsed during the year - Options outstanding at the end of the year 125,000 Weighted average exercise price - Weighted average remaining contractual life of outstanding option (yrs) 4 The shares issued by Yes Bank Limited to the Company's employees do not impact the basic or diluted Earnings Per Share of the Company. There is no cost bourne by the Company for issue of these options. 24 The financial statements have been prepared for the period April 21, 2017 being the date of incorporation to 31 st March, 2018.This being the first accounting period of the Company, there are no corresponding figures for the previous year. In terms of our report of even date For Price Waterhouse Chartered Accountants LLP Firm's Registration No: N/N For and on behalf of the Board of Directors of Himanshu Goradia Rana Kapoor Manoj Fadnis Partner Chairman Director Membership No: (DIN: ) (DIN: ) Sandeep Prabhani CFO Mumbai Mumbai Date: 24 April 2018 Date: 24 April 2018 Nehal Shah Company Secretary (ACS: 18077)