60.

61.

on management estimates. Under the SEBI ICDR Regulations, our Bank is not required to appoint a monitoring agency
for the Issue and deployment of the Fresh Issue proceeds will be entirely at the discretion of our Bank. Our management
will therefore have broad discretion to use the Net Proceeds.

Various risks and uncertainties, including those set forth in this section, may limit or delay our efforts to use the Net
Proceeds to achieve profitable growth in our business. For example, our organic growth and expansion plans could be
delayed due to failure to receive regulatory approvals, technical difficulties, human resource, technological or other
resource constraints, or for other unforeseen reasons, events or circumstances. Accordingly, use of the Net Proceeds to
meet our future capital requirements, fund our growth and for other purposes identified by our management may not result
in actual growth of our business, increased profitability or an increase in the value of our business and your investment.

Compliance with provisions of Foreign Account Tax Compliance Act may affect payments on the Equity Shares.

The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a new reporting regime and potentially, imposes
a 30% withholding tax on certain “foreign passthru payments” made by certain non-U.S. financial institutions (including
intermediaries).

If payments on the Equity Shares are made by such non-U.S. financial institutions (including intermediaries), this
withholding may be imposed on such payments if made to any non-U.S. financial institution (including an intermediary)
that is not otherwise exempt from FATCA or other holders who do not provide sufficient identifying information to the
payer, to the extent such payments are considered “foreign passthru payments”. Under current guidance, the term “foreign
passthru payment” is not defined and it is therefore not clear whether and to what extent payments on the Equity Shares
would be considered “foreign passthru payments”. The United States has entered into intergovernmental agreements with
many jurisdictions (including India) that modify the FATCA withholding regime described above. It is not yet clear how
the intergovernmental agreements between the United States and these jurisdictions will address “foreign passthru
payments” and whether such agreements will require us or other financial institutions to withhold or report on payments
on the Equity Shares to the extent they are treated as “foreign passthru payments”. Prospective investors should consult
their tax advisors regarding the consequences of FATCA, or any intergovernmental agreement or non-U.S. legislation
implementing FATCA, to their investment in Equity Shares.

U.S. holders should consider the impact of the passive foreign investment company rules in connection with an
investment in our Equity Shares.

A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax
purposes for any taxable year in which either: (i) at least 75% of its gross income is “passive income” or (ii) at least 50%
of its gross assets during the taxable year (based on of the quarterly values of the assets during a taxable year) are “passive
assets,” which generally means that they produce passive income or are held for the production of passive income. For
purposes of applying the 75% passive income test and the 50% passive asset test, income derived in the active conduct of
a banking business by a foreign corporation that is not licensed to do business as a bank in the United States does not
constitute passive income if the foreign corporation is an active foreign bank.

Our Bank believes that it was not a PFIC for fiscal year ended March 31, 2020. We do not expect to be a PFIC in the
current fiscal year, or any future years. However, no assurance can be given that our Bank will or will not be considered a
PFIC in the current or future years. The determination of whether or not our Bank is a PFIC is a factual determination that
is made annually after the end of each taxable year. The IRS has not, to date, rendered any determination with respect to
our Bank’s PFIC status. There can be no assurance that our Bank will not be considered a PFIC in the current taxable year,
or any future taxable year because, among other reasons, (i) the composition of our Bank’s income and assets will vary
over time, and (ii) the manner of the application of relevant rules is uncertain in several respects. Further, our Bank’s PFIC
status may depend on the market price of its Equity Shares, which may fluctuate considerably. For further information,
see “Certain United States Federal Income Tax Considerations” on page 363.

External Risk Factors

62. Our business, financial condition and results of operations may be materially adversely affected by global health

epidemics, including the recent COV ID-19 outbreak.

Outbreaks of epidemic, pandemic, or contagious diseases such as COVID-19, could have an adverse effect on our business,
financial condition, and results of operations. The spread of COVID-19 has resulted in the World Health Organization
declaring the outbreak of COVID-19 as a global pandemic. With the outbreak of COVID-19, international stock markets
have begun to reflect the uncertainty associated with the slow-down in the global economy and the reduced levels of
international travel experienced since the beginning of January, large declines in oil prices and the significant decline in
the Dow Industrial Average at the end of February and beginning of March 2020 was largely attributed to the effects of
COVID-19. In addition, the widespread lockdowns implemented by various countries since March 2020 has further
slowed-down the global economy and disrupted daily operations of most companies. If the COVID-19 outbreak progresses

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