This Prospectus contains data and statistics from the CRISIL Report, which is subject to the following disclaimer:

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report)
based on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not
guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or
for the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any entity
covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any form of
investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to
the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the
Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have
the necessary permission and/or registration to carry out its business activities in this regard. Suryoday Small Finance Bank
Limited will be responsible for ensuring compliances and consequences of non-compliances for use of the Report or part thereof
outside India. CRISIL Research operates independently of and does not have access to information obtained by CRISIL’s Ratings
Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a
confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISIL’s Ratings Division /
CRIS. No part of this Report may be published/reproduced in any form without CRISIL’s prior written approval.”

Notice to Prospective Investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Prospectus or
approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In
making an investment decision, investors must rely on their own examination of our Bank and the terms of the Issue, including
the merits and risks involved. The Equity Shares have not been and will not be registered under the United States Securities Act
of 1933, as amended (the “Securities Act”) or any other applicable law of the United States and, unless so registered, may not
be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold
(a) in the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under
the Securities Act and referred to in this Prospectus as “U.S. QIBs”) in transactions exempt from the registration requirements
of the Securities Act and (b) outside the United States in compliance with Regulation S and the applicable laws of the jurisdiction
where those offers and sales are made. For the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of
institutional investors defined under applicable Indian regulations and referred to in this Prospectus as “QIBs”.

Notice to Prospective Investors in the European Economic Area

This Prospectus has been prepared on the basis that all offers of Equity shares in Member States of the European Economic Area
(“EEA”) (each a “Member State”) or the United Kingdom (“UK”) will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus for offers of Equity Shares. The expression “Prospectus Regulation”
means Regulation (EU) 2017/1129 of the European Parliament and Council EC (and amendments thereto). Accordingly, any
person making or intending to make an offer within the EEA or the UK of Equity Shares which are the subject of the placement
contemplated in this Prospectus should only do so in circumstances in which no obligation arises for our Bank, any of the Selling
Shareholders or any of the members of the BRLMs to produce a prospectus for such offer. None of our Bank, the Selling
Shareholders and the BRLMs have authorized, nor do they authorize, the making of any offer of Equity Shares through any
financial intermediary, other than the offers made by the members of the Syndicate which constitute the final placement of Equity
Shares contemplated in this Prospectus.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”),
and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Equity Shares have been
subject to a product approval process, which has determined that such Equity Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market
Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID II Product
Governance Requirements) (“Distributors”) should note that: the price of the Equity Shares may decline and investors could
lose all or part of their investment; the Equity Shares offer no guaranteed income and no capital protection; and an investment
in the Equity Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the
Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or

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