Deutsche Bank Group has made a disclosure under Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, regarding the creation of an indirect encumbrance over shares held by Verventa Holdings Ltd in yes bank . The disclosure, dated 21 April 2026, was submitted by DB Trustees (Hong Kong) Limited acting in its capacity as the offshore security agent for lenders under a facility agreement.

Background of the Transaction

A facility agreement dated 15 April 2026 was entered into between Verventa Holdings Ltd (as borrower) and certain lenders for the purpose of availing a facility. Verventa Holdings Ltd holds 2,664,580,360 equity shares, constituting 8.49% of the issued and paid-up share capital and 8.39% of the total diluted share/voting capital of Yes Bank Limited. In connection with this facility, security has been created on all the shares of Verventa Holdings Ltd by Verventa Midco Limited, being the parent company, in favor of DB Trustees (Hong Kong) Limited acting as the offshore security agent for the benefit of the lenders pursuant to a share charge dated 15 April 2026 with effect from 17 April 2026.

Shareholding Details

The disclosure provides comprehensive details of the shareholding before and after the creation of the encumbrance. The following table summarizes the key figures:

Capital Structure of Yes Bank Limited

The equity share capital of Yes Bank Limited before and after the acquisition remains unchanged at 31,379,757,057 fully paid-up equity shares of INR 2/- each. The total diluted share/voting capital after the acquisition stands at 31,761,663,732 equity shares of INR 2/- each, which includes 31,379,757,057 fully paid-up equity shares and 381,906,675 shares underlying outstanding convertible securities.

Key Parties Involved

The lenders under the facility agreement include Deutsche Bank Aktiengesellschaft, Nomura Singapore Limited, Citibank N.A., London Branch and certain other lenders. As on 17 April 2026, Nomura Singapore Limited independently has an interest in 7,246,300 equity shares pursuant to certain futures, aggregating to approximately 0.02% shareholding in Yes Bank Limited. In addition to the encumbrance, other Deutsche Bank group entities hold 12,977,886 shares carrying voting rights, representing 0.04% of the total share/voting capital and 0.04% of the total diluted share/voting capital of Yes Bank Limited.

Yes Bank has received an underweight rating from JPMorgan with a target price of ₹18, despite delivering strong fourth quarter FY26 results that exceeded market expectations. The investment bank's cautious stance reflects concerns about the sustainability of the bank's recent performance improvements.

Strong Q4FY26 Financial Performance

Yes Bank reported impressive financial metrics for the fourth quarter of FY26, with several key performance indicators showing significant improvement:

The bank's PAT of ₹10.7 billion for Q4FY26 surpassed analyst estimates, marking a significant milestone in the bank's recovery trajectory. This strong performance was primarily driven by tight cost control measures and lower-than-expected credit costs, demonstrating improved operational efficiency.

Operational Efficiency and Recovery Milestones

Yes Bank achieved several notable operational improvements during the quarter. The cost-to-income ratio improved to 63%, reflecting the bank's focus on streamlining operations and controlling expenses. More significantly, the bank recorded its first 1% return on assets since its reconstruction, a crucial milestone that indicates improved asset utilization and profitability.

The achievement of 1% RoA was aided by security receipts (SR) recoveries, which contributed to the overall improvement in the bank's financial metrics. These recoveries represent progress in resolving legacy asset quality issues that had previously weighed on the bank's performance.

JPMorgan's Cautious Outlook

Despite the strong quarterly results, JPMorgan maintains a cautious stance on Yes Bank's prospects. The investment bank has identified several sustainability concerns that could impact the bank's future performance:

• MSME Sector Risks: Ongoing challenges in the micro, small, and medium enterprises segment
• Elevated Cost Ratios: While improved, the cost-to-income ratio remains at elevated levels
• Valuation Concerns: Current trading multiples may already reflect optimistic growth assumptions

Valuation and Market Positioning

JPMorgan's analysis indicates that Yes Bank is currently trading at 1.2x FY27E price-to-book ratio. The investment bank suggests that this valuation already incorporates expectations of balance sheet growth and return on assets improvement, leaving limited upside potential at current levels.

The underweight rating with a ₹18 target price reflects JPMorgan's view that while the bank has made significant progress in its recovery, the current market pricing may not adequately account for the remaining challenges and risks associated with sustaining the improved performance metrics.