PRosPECTUS
Dated Mareh 20, 2021

lease read Section 32 ofthe Companies Act, 2013,
‘ook Built Issue

SURYODAY

ABANK OF SMILES

SURYODAY SMALL FINANCE BANK LIMITED

‘Our Bank was originally incorporated as Suryoday Micro Finance Private Limited at Chennai, Tamil Nadu, asa private limited company unde the Companies Act, 1956 pursuant to the certificate of incorporation dated November 10, 2008
Issued by the Assistant Registrar of Companies, Tamil Nadu, Andaman and Nicobar Islands at Chennai. Subsequently, our Bank was converted into a public limited company and the name of our Bank was changed to Suryoday Micro
Finance Limited, anda fresh certificate of incorporation dated June 16, 2015 was issued by the RoC. Our Bank was granted the in-priniple and final approval to establish a small finance bank ("SFB") by the RBI, pursuant to its letters
dated October 7, 2015 and August 26, 2016, respectively. Pursuant to our Bank being established as an SFB, the name of our Bank was changed to Suryoday Small Finance Bank Limited and afresh certificate of incorporation was issued
bby the RoC on January 13, 2017. Our Bank commenced is business with effect from January 23, 2017 and was included inthe second schedule to the RBI Act pursuant to a notification dated July 24, 2017 issued by the RBI and published
in the Gazeue of India on September 2, 2017. For further details, see “History and Certain Corporate Mauers” beginning on page 182.

    

 

Registered and Corporate Office: Unit No. 1101, Sharda Terraces, Plot No. 65, Sector 11, CBD Belapur, Navi Mumbai 400 614, Maharashra, India;
"Tek: +91 22 4042 5800; Website: www suryodaybank.com; Contact Person: Geeta Krishnan, Company Secretary and Compliance Officer; E-mail: company secretary @suryadaybank.com;
‘Corporate Identity Number: U65923MH2008PL.C261472

 

INITIAL PUBLIC OFFER OF 19,093,070" EQUITY SHARES OF FACE VALUE OF £10 EACH (“EQUITY SHARES") OF SURYODAY SMALL FINANCE BANK LIMITED (“BANK™ OR “ISSUER™) FOR CASH AT
A PRICE OF 2 305 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 8 295 PER EQUITY SHARE) AGGREGATING TO 2 5,808.39" MILLION (THE “ISSUE”) COMPRISING A FRESH ISSUE OF
8,150,000** EQUITY SHARES AGGREGATING TO @ 2,479.35* MILLION (THE “FRESH ISSUE") AND AN OFFER FOR SALE OF 10,943,070 EQUITY SHARES AGGREGATING TO £3,329.04* MILLION (“THE
OFFER FOR SALE"), COMPRISING 4,387,888* EQUITY SHARES AGGREGATING TO £ 1,334.86* MILLION BY INTERNATIONAL FINANCE CORPORATION, 2,021,952* EQUITY SHARES AGGREGATING
TO & 615.11* MILLION BY GAJA CAPITAL FUND I LIMITED, 1,889,845* EQUITY SHARES AGGREGATING TO & 5742" MILLION BY DWM (INTERNATIONAL) MAURITIUS LTD, 750,000* EQUITY
SHARES AGGREGATING TO  228.16* MILLION BY HDFC HOLDINGS LIMITED, 1,500,000" EQUITY SHARES AGGREGATING TO 436.22 MILLION BY IDFC FIRST BANK LIMITED, 100,000 EQUITY
SHARES AGGREGATING TO € 30.42 MILLION BY AMERICORP VENTURES LIMITED, 196,966" EQUITY SHARES AGGREGATING TO @ 56.88* MILLION BY KOTAK MAHINDRA LIFE INSURANCE.
COMPANY LIMITED AND 106,419* EQUITY SHARES AGGREGATING TO @ 3237 MILLION BY GAJA CAPITAL INDIA AIF TRUST (REPRESENTED BY ITS TRUSTEE, GAJA TRUSTEE COMPANY
PRIVATE LIMITED) (COLLECTIVELY, REFERRED TO AS THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES THE “OFFERED SHARES”).

 

 

‘THE ISSUE INCLUDED A RESERVATION OF 500,000* EQUITY SHARES, AGGREGATING TO 2 137.50* MILLION (CONSTITUTING 0.47% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL), FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION"). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS “NET
ISSUE*. THE ISSUE AND NET ISSUE CONSTITUTE 17.99% AND 17.52%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR BANK. OUR BANK AND THE SELLING
SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, HAVE OFFERED A DISCOUNT OF € 30 PER EQUITY SHARE ON THE ISSUE PRICE TO ELIGIBLE EMPLOYEES
BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT’).

* subject 0 finalization of Basis of Allooment
“OUR BANK HAS UNDERTAKEN A PRE-IPO PLACEMENT OF 5,208,226 EQUITY SHARES COMPRISING () A PRIVATE PLACEMENT OF 3,084,833 EQUITY SHARES TO SBI LIFE INSURANCE COMPANY LIMITED FOR CASH AT
A PRICE OF #291.75 PER EQUITY SHARE AGGREGATING TO APPROXIMATELY € 900.00 MILLION; (Il) A PRIVATE PLACEMENT OF 1,713,795 EQUITY SHARES TO AXIS FLEXI CAP FUND FOR CASH AT A PRICE OF € 291.75 PER
EQUITY SHARE AGGREGATING TO APPROXIMATELY ¢ 499,99 MILLION; (II) A PRIVATE PLACEMENT OF 342,760 EQUITY SHARES TO AXIS EQUITY HYBRID FUND FOR CASH AT A PRICE OF € 291.75 PER EQUITY SHARE
AGGREGATING TO APPROXIMATELY 100,00 MILLION; AND (IV) A PRIVATE PLACEMENT OF 66,838 EQUITY SHARES TO KIRAN VYAPAR LIMITED FOR CASH AT A PRICE OF @291.75 PER EQUITY SHARE AGGREGATING TO
“APPROXIMATELY? 19.50 MILLION PURSUANT TO SHAREHOLDERS” RESOLUTION DATED FEBRUARY 13,2021 AND THE RESOLUTION OF THE BOARD DATED FEBRUARY 23,2021; (TOGETHER, THE “PRE-IPO PLACEMENT"),
‘THE SIZE OF THE FRESH ISSUE WAS REDUCED BY 5208226 EQUITY SHARES PURSUANT TO THE PRE IPO PLACEMENT. FURTHER, PURSUANT TO THE RESOLUTION OF THE BOARD DATED MARCH 2, 021, OUR BANK
HAS ALSO INCREASED THE FRESH ISSUE SIZE BY 1,763,226 EQUITY SHARES (WITHIN THE LIMITS FOR FRESH ISSUE APPROVED BY OUR SHAREHOLDERS ON JULY 27,2020), ACCORDINGLY, THE FRESH ISSUE SIZE WAS
8,150,000 EQUITY SHARES.

‘THE FACE VALUE OF EQUITY SHARES IS 10 EACH. THE ISSUE PRICE IS 30.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE ANCHOR INVESTOR ISSUE PRICE IS 305 PER EQUITY
SHARE. THE PRICE BAND, THE EMPLOYEE DISCOUNT AND THE MINIMUM BID LOT WERE DECIDED BY OUR BANK AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BOOK
RUNNING LEAD MANAGERS AND WERE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF JANSATTA, A HINDINATIONAL,
DAILY NEWSPAPER AND MUMBAI EDITION OF NAVSHAKTI, A MARATHI NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED AND
CORPORATE OFFICE IS LOCATED, WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND WERE MADE AVAILABLE TO THE BSE LIMITED
(BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE
WEBSITES IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR
REGULATIONS").

The [sue was made Through the Hook Bulking Process, In teins OF Rule TO2)p) athe Sects Contac (Regulation) Rules, TST, a amendd (SCRIC) rad with Regulation ST of he SEBIICDR Regulations and i complance wih Regulation 6) or
the SEBI ICDR Regulations, wherein not more than 50% ofthe Net Isue was made availabe for allocation on a proportionate bass to Qualified Insituional Buyers ("QUES the “QHB Portion”). Our Bank and the Selling Shareholders, in consultation with
the Book Running Lead Managers, have allocated 60% ofthe QU Porton © Anchor Investors ona discretionary basi in accordance withthe SEBI ICDR Regulations ("Anchor Investor Portion”) of which one-third was reserved for domestic Mutual Funds,
subject valid Bids having been received from domestic Mutual Funds at of above the Anchor lnvesor Allocation Pic. Further, 5% ofthe Net QIB Portion was made available for allocation ona proportionate bass only to Mutual Funds, and the remainder
Of the Net QIB Portion was made available for allocation on a proportionate basso all QIBs, including Mutual Funds, subject valid Bids having been recived tor above the Issue Price. Further, not les than 15% of the Net Issue was made available for
Allocation on a proportionate basis to Non-Insittional Biers and nt ess than 35% ofthe Net Issue was made avallale fr allocation to Retall Individual Biers in accordance with the SEBI ICDR Regulations, subject to vali Bids having been ceceived at
forabove the Issue Price. All potential Bidders (except Anchor Investors) were required to mandatory use dhe Application Supported by Blocks Amount (*ASBA”) process providing deta of their respective ASBA accounts, and UPI ID incase of RIBs
‘sing the UPI Mechanism, if applicable, in which te corresponding Bic Amounts was blocked by the SCSBs or under the UPI Mechanism, asthe case may be, othe extent of respective Bid Amounts. Anchor Investors were not permitted to paricipat in the
Issue through the ASBA proces, For details, se "Tnsue Procedure” beginning on page 377.

 

 

 

Thisbeing te fst public ssue of our Bank, here hasbeen no formal markt forthe Equity Shares of out Bank. The ace value ofthe Equity Shaess £10. The Lsue rie should pot be considered i be indicative of the marke price ofthe Equy Shares aller
the Equity Shares af listed, No assurance canbe given regarding an active or sustained ading inthe Equity Shares noe regarding the pice at which the Equity Shares wil be waded afte listing.

 

Tvestments in equly and equlty-eated securities involve a degree of risk ad iavesors should not invest any funds in the Issue unless they can afordt ake te sk of losing thelr entire investment. Investors are advised 0 ead Ue isk fators carefully
before aking an investment decision inthe Issue Fr taking an investment decison, investors must rely on thelr own examination of our Bank and the Issue, including the sks involved. The Equity Shares inthe Issue have not been recommended or approved
by the Secures and Exchange Board of India ("SEB"), nor does SEBI guarantec the accuracy or adequacy of the contents ofthis Prospectus. Specific attention ofthe investors invited "Rsk Factors” beginning on page 22.

 

 

‘Our Bank, having made all easonableinguires, acceps responsibility for and confirms that this Prospectus contains al information with regard to our Bank and the Issue, which fe material ia the context ofthe Issue, thatthe information contained in tis
Prospectus is rue and correct in all material aspects and is not misleading in any material espet, that opinions and intentions expressed herein are honestly held and tha there are no other facts, the omission of which makes this Prospectus as a whole or any
af such information or the expression of any such opinions or intentions misleading in any material respec. Further, the Selling Sharbolders, severally and not oily, accept responsibility for and confirm only the statements made by such Seling Shareholders
in this Prospects tothe extent of information specially pertaining to them andor their respective portions ofthe Offered Shares and assume responsiblity that such statements are true and correct in all material respects and not misleading in any material
respect. However, each Selling Shareholder, severally and nt jointly, doesnot assume any responsiblity fr any ater statements, including without imitation, any and allof the statements made by or in elation to our Bank or the ther Selling Shareholders
inthis Prospects,

 

The Equity Shares offered uough the Red Herring Prospecus and this Prospectus are proposed tobe listed on the Stock Exchanges. Our Bank hus received "n-pnnciple’ approvals fom BSE and NSE forthe ising of the Equly Shares pursuant wo lees
dated November 13, 2020 and December 10,2020, respectively. For the purposes of the Issue, the Designated Stock Exchange is NSE. A signed copy ofthe Red Herring Prospectus has been and a signed copy ofthis Prospectus shall be filed with the RoC:
‘accordance with Section 26(1) and 32 ofthe Companies Act 2013, For deal ofthe material contacts and documents that wee made available fr inspection from the date ofthe Re Herring Prospects up tthe Bid lsaic Closing Dae, see "Material Contracts
‘and Documents for Inspection” beginning on page 48

       

@ FL securities MFINTECH

 

 

 

   

 

 

 

 

 

 

‘Axis Caphal Limited TCICT Securities Limited TIFL Securities Limited ‘SBI Capital Markets Limited ‘Klin Technologies Private Limited
Ist floor, Axis House ICICI Cente 10" Floor, HEL Centre 202, Maker Tower ‘E’ (ormerly known as Karvy Fintech Private Limited)
C-2 Wadia Intemational Centre HT. Parekh Marg City, Senapatl Bapat Marg Caffe Parade Selenium, Tower B, Plot No. - 31 and 32 Financial
PLB. Marg, Worlt Churchgate Lower Parel (West) ‘Mumbai 400 005, District
‘Mumbai 400 025, ‘Mumbai 400 020 Mumbai 400 013 Maharashtra, India Nanakramguda, Serlingampally
Maharashura, India Maharashura, India Maharashira, India ‘Tel: 91 22-2217 3300 Hyderabad, Rangareddi 500 032
‘Tel: 91 22 4225 2103 ‘Tel: +91 22 2288 2460 ‘Tel: 491 22 4646 4600 E-mail: suryoday.jpo@sbicaps.com ‘Telangana, India
E-mail: suryoday.ipo@axiscap.in E-mail: suryoday.po@clesecurites.com | E-mail: suryoday.po@ifleap.com Website: wowwsbicaps.com ‘Tel: +91 40 6716 2222
Website: wwvw.axiscaptal.co.in Website: www iciesecuriies.com Website: wiwwsifleap.com Investor Grievance ID: E-mail: suryodayasthjpo@kfintech com,
Investor Grievance 1: | Investor Grievance 1D; | Investor Grievance ID: igib@iflcap.com | investorzelations@sbicaps.com Website: www kfintech.com
complaints@axiscap.in customercare@iciesecuriies.com Contact Person: Ujjaval Kumar/ Vishal | Contact Person: Sambit Rath’ Janardhan | lavestor grievance ID: einward.ris@kfintech.com
(Contact Person: Mayu Arya Contact Person: Rishi Tiwari) Nidhi | Bangard Wagle ntact Person: M, Murali Krishna
SEB Registration Number: | Wangnoo SEB] Registration Number: | SEBI Registration Number: | SEB! Registration Number: INR000000221
INMo00012029 SEBI Registration ‘Number: | INMoo0010940, INMopo003531

INMoo0011179
'BID/ASSUE OPENED ON" ‘Wednesday, March 17, 2021
‘BID/SSUE CLOSED ON Friday, March 19, 2021

 

The Anchor Investor Bid/Issue Period was on March 16, 2021, one Working Day prior to the Bid/Issue Opening Date
