Suryoday Small Finance Bank IPO Basis of Allotment

SURYODAY SMALL FINANCE BANK LIMITED

Our Bank was originally incorporated as "Suryoday Micro Finance Private Limited" at Chennai, Tamil Nadu, as a private limited company under 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", and a fresh certificate of incorporation dated June 16, 2015 was issued by the RoC. Our Bank was granted the in-principle 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 a fresh certificate of incorporation was issued by the RoC on January 13, 2017. Our Bank commenced its business with effect from January 23, 2017 and was included in the second schedule to the RBI Act pursuant to a notification dated July 24, 2017 issued by the RBI and published in the Gazette of India on September 2, 2017. For further details, see "History and Certain Corporate Matters" beginning on page 182 of the Prospectus dated March 20, 2021 (the "Prospectus").

Our Bank has filed the Prospectus with RoC and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and the BSE Limited ("BSE") and the trading will commence on March 26, 2021.

INITIAL PUBLIC OFFER OF 19,093,070 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF SURYODAY SMALL FINANCE BANK LIMITED ("BANK" OR "ISSUER") FOR CASH AT A PRICE OF Rs. 305 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 295 PER EQUITY SHARE) AGGREGATING TO Rs. 5,808.39 MILLION (THE "ISSUE") COMPRISING A FRESH ISSUE OF 8,150,000* EQUITY SHARES AGGREGATING TO Rs. 2,479.35 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 10,943,070 EQUITY SHARES AGGREGATING TO Rs. 3,329.04 MILLION ("THE OFFER FOR SALE"), COMPRISING 4,387,888 EQUITY SHARES AGGREGATING TO Rs. 1,334.86 MILLION BY INTERNATIONAL FINANCE CORPORATION, 2,021,952 EQUITY SHARES AGGREGATING TO Rs. 615.11 MILLION BY GAJA CAPITAL FUND II LIMITED, 1,889,845 EQUITY SHARES AGGREGATING TO Rs. 574.92 MILLION BY DWM (INTERNATIONAL) MAURITIUS LTD, 750,000 EQUITY SHARES AGGREGATING TO Rs. 228.16 MILLION BY HDFC HOLDINGS LIMITED, 1,500,000 EQUITY SHARES AGGREGATING TO Rs. 456.32 MILLION BY IDFC FIRST BANK LIMITED, 100,000 EQUITY SHARES AGGREGATING TO Rs. 30.42 MILLION BY AMERICORP VENTURES LIMITED, 186,966 EQUITY SHARES AGGREGATING TO Rs. 56.88 MILLION BY KOTAK MAHINDRA LIFE INSURANCE COMPANY LIMITED AND 106,419 EQUITY SHARES AGGREGATING TO Rs. 32.37 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 Rs. 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 Rs. 30 PER EQUITY SHARE ON THE ISSUE PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT").

*OUR BANK HAS UNDERTAKEN A PRE-IPO PLACEMENT OF 5,208,226 EQUITY SHARES COMPRISING

(I) A PRIVATE PLACEMENT OF 3,084,833 EQUITY SHARES TO SBI LIFE INSURANCE COMPANY LIMITED FOR CASH AT A PRICE OF Rs. 291.75 PER EQUITY SHARE AGGREGATING TO APPROXIMATELY Rs. 900.00 MILLION;

(II) A PRIVATE PLACEMENT OF 1,713,795 EQUITY SHARES TO AXIS FLEXI CAP FUND FOR CASH AT A PRICE OF Rs. 291.75 PER EQUITY SHARE AGGREGATING TO APPROXIMATELY Rs. 499.99 MILLION;

(III) A PRIVATE PLACEMENT OF 342,760 EQUITY SHARES TO AXIS EQUITY HYBRID FUND FOR CASH AT A PRICE OF Rs. 291.75 PER EQUITY SHARE AGGREGATING TO APPROXIMATELY Rs. 100.00 MILUON; AND

(IV) A PRIVATE PLACEMENT OF 66,838 EQUITY SHARES TO KIRAN VYAPAR LIMITED FOR CASH AT A PRICE OF Rs. 291.75 PER EQUITY SHARE AGGREGATING TO APPROXIMATELY Rs. 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 5,208,226 EQUITY SHARES PURSUANT TO THE PRE-IPO PLACEMENT. FURTHER, PURSUANTTO THE RESOLUTION OF THE BOARD DATED MARCH 2, 2021, 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 Issue was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 31 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs", the "QIB Portion"), provided that the Bank and the Selling Shareholders, in consultation with the Book Running Lead Managers, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares was added to the Net QIB Portion. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids having been received at or above the Issue Price. Further, not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Issue Price. Further, Equity Shares were made available for allocation on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Issue Price. Furthermore, a discount of Rs. 30 per Equity Share is being offered to Eligible Employees, bidding in the Employee Reservation Portion in accordance with the SEBI ICDR Regulations. All potential Bidders (except Anchor Investors) are required to mandatorily utilised the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the DPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as the case may be to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" beginning on page 377 of the Prospectus.

The bidding for Anchor Investor opened and closed on March 16, 2021 The Bank (Issuer) received 13 applications from 12 anchor investors for 6,069,777 Equity Shares. The Anchor investor price was finalized at Rs. 305 per Equity Share. A total of 5,577,920 shares were allocated under the Anchor Investor Portion aggregating to 1,701,265,600.00.

The Issue (excluding Anchor Investor Portion) received 260,385 applications for 27,319,264 Equity Shares (prior to technical rejections) resulting in 2.02 times subscription. The details of the applications received in the Issue from various categories are as under (before technical rejections):

Final Demand

A summary of the final demand as at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the NSE on March 24, 2021

A. Allotment to Retail Individual Bidders (After technical rejections)

The Basis of Allotment to the Retail Individual Bidders, who have placed bid at the Cut-Off Price or at the Issue Price of Rs. 305 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 2.30697 times. The total number of Equity Shares Allotted in Retail Portion is 6,641,089 Equity Shares to 135,532 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:

Please Note: 1 additional Share shall be allotted to 21 Allottees from amongst 10617 Successful Applicants from the categories 98 - 637 (i.e excluding successful applicants from Category 49) in the ratio of 7:3539.

B. Allotment to Non-Institutional Bidders (After Technical Rejections)

The Basis of Allotment to the Non-Institutional Bidders, who have placed bid at the Issue Price of Rs.305 per Equity Share, was finalized in consultation with the NSE. The Non- Institutional Portion has been subscribed to the extent of 1.16074 times. The total number of Equity Shares Allotted in this category is 2,846,181 Equity Shares to 344 successful Non- Institutional Bidder The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to Eligible Employees (After Technical Rejections)

The Basis of Allotment to the Eligible Employees, who have placed bid at Cut-off or at the Issue Price of Rs. 275 per Equity Share (Employee Discount of Rs. 30/- per Equity Share was offered to the Eligible Employees applying under Employee Reservation Portion), was finalized in consultation with the NSE. The Eligible Employee Portion has been subscribed to the extent of 0.23706 times. The total number of Equity Shares Allotted in this category is 118,531 Equity Shares to 252 successful Non- Institutional Bidder. The category-wise details of the Basis of Allotment are as under:

D. Allotment to QIBs

Allotment to QIBs, who have Bid at the Issue Price of Rs. 305 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 2.07615 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 195.468 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 3,713,881 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 3,909,349 Equity Shares, which were allotted to 10 successful QIB Bidders The category-wise details of the Basis of Allotment are as under:

E. Allotment to Anchor Investors

The Bank (Issuer) and the Selling Shareholders, in consultation with the BRLMs, have allocated 5,577,920 Equity Shares to 12 Anchor Investors (through 13 Applications) at the Anchor Investor Issue Price of Rs. 305 per Equity Share m accordance with the SEBI Regulations This represents 60% of the QIB Portion

The IPO Committee of our Bank on March 24, 2021 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-Intimations and/or notices will be dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Issue Account have been issued on March 24, 2021 and payment to non-Syndicate brokers have been issued on March 25, 2021. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on March 25, 2021 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. Our Bank is in the process of obtaining the listing and trading approval from NSE and BSE and the trading will commence on or about March 26, 2021.

Note: All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made will be hosted on the website of the Registrar to the Issue, Kfin Technologies Private Limited at www.kfintech.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the first/ sole Bidder. Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder, and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

	KFin Technologies Private Limited
	(formerly known as Karvy Fintech Private Limited)
	Selenium, Tower B, Plot No. - 31 and 32 Financial District, Nanakramguda, Serilingampally,
	Hyderabad, Rangareddi -500 032, Telangana, India
	Tel: +91 40 6716 2222: E-mail: suryodayasfb.ipo@kfintech.com
	Website: www.kfintech.com; Investor grievance ID: emward.ris@kfintech.com
	Contact Person: M. Murali Krishna.
	SEBI Registration Number: INR000000221

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF SURYODAY SMALL FINANCE BANK LIMITED

SURYODAY SMALL FINANCE BANK LIMITED has filed the Prospectus with the Registrar of Companies, Maharashtra at Mumbai. SEBI and the Stock Exchanges. The Prospectus is available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on the websites of the BRLMs i.e. Axis Capital Limited, ICICI Securities Limited, IIFL Securities Limited and SBI Capital Markets Limited at www.axiscapital.co.in, www.icicisecurities.com, www.iiflcap.com and www.sbicaps.com respectively. Bidders should note that investment in equity shares involves a high degree of risk and for details relating to the same, please see "Risk Factors" on page 22 of the Prospectus.

The Equity Shares have not been and will not be registered under the U S. 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 only being offered and sold (i) within the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act, "Rule 144A") in transactions exempt from, or not subject to, registration requirements of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulations under the Securities Act and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.