Report of Independent Auditor on the restated summary statement of assets andliabilities as at March 31 2020 March 31 2019 and March 31 2018 restated summarystatement of profits and losses restated summary statement of cash flows for the yearended March 31 2020 March 31 2019 and March 31 2018 along with the summary statementof significant accounting policies and other explanatory information of Suryoday SmallFinance Bank Limited (collectively the "Restated Financial Information")
The Board of Directors
Suryoday Small Finance Bank Limited
1101 Sharda Terraces
Plot No. 65 Sector 11 CBD Belapur Navi Mumbai 400 614 Maharashtra India
Dear Sirs / Madams
1. We have examined the Restated Financial Information of Suryoday Small Finance BankLimited ("the Bank") as at March 31 2020 March 31 2019 and March 31 2018annexed to this report for the purpose of inclusion in the Draft Red Herring Prospectus("DRHP") Red Herring Prospectus ("RHP") and Prospectus prepared bythe Bank in connection with its proposed Initial Public Offer of equity shares of facevalue of Rs.10 each ("Issue"). The Restated Financial Information which havebeen approved by the Board of Directors of the Bank at their meeting held on September 172020 have been prepared by the Bank in accordance with the requirements of: a) theSub-section (1) of Section 26 of Part I of Chapter III of the Companies Act 2013 (the"Act");
b) the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 as amended (the "SEBI ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by theInstitute of Chartered Accountants of India ("ICAI") as amended from timeto time (the "Guidance Note").
Management's Responsibility for the Restated Financial Information
2. The Bank's Management are responsible for the preparation of Restated FinancialInformation for the purpose of inclusion in the DRHP to be filed with Securities andExchange Board of India ("SEBI") BSE Limited ("BSE") and theNational Stock Exchange of India Limited ("NSE") and the RHP and the Prospectusto be filed with the Registrar of Companies Maharashtra at Mumbai ("RoC") inconnection with the proposed Issue. The Restated Financial Information have been preparedby the Management of the Bank in accordance with the basis of preparation stated in Note 2to Annexure 21 of the Restated Financial Information. The Management of the Bank isresponsible for designing implementing and maintaining adequate internal control relevantto the preparation and presentation of the Restated Financial Information. The Managementis also responsible for identifying and ensuring that the Bank complies with the Act theSEBI ICDR Regulations and the Guidance Note.
3. We have examined the Restated Financial Information taking into consideration: a)the terms of reference and our engagement agreed with you vide our engagement letter datedApril 10 2020 requesting us to carry out work on such Restated Financial Informationproposed to be included in the DRHP RHP and Prospectus of the Bank in connection with theBank's proposed Issue;
b) the Guidance note requires that we comply with the ethical requirements as stated inthe Code of Ethics issued by the ICAI;
c) the concepts of test check and materiality to obtain reasonable assurance based onverification of evidence supporting the Restated Financial Information; and
d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities inrelation to compliance with the Act the SEBI ICDR Regulations and the Guidance Note inconnection with the proposed Issue.
Restated Financial Information as per the audited financial statements
4. The Restated Financial Information have been compiled by the Management from theaudited financial statements of the Bank as at and for each of the years ended March 312020 March 31 2019 and March 31 2018 prepared in accordance with accounting standardsnotified under section 133 of the Act read with the Companies (Accounts) Rules 2014 asapplicable to the Bank (the "Indian GAAP") the Banking Regulation Act1949 anddirections issued by the Reserve Bank of India from time to time and have been approved bythe Board of Directors at their meeting held on September 17 2020.
5. For the purpose of our examination we have relied on:
a) Auditor's Report issued by us dated May 27 2020 on the financial statements of theBank as at and for the year ended March 31 2020 as referred in Para 4 above.
b) Auditor's Reports issued by BSR & Associates LLP ("PreviousAuditor") dated May 29 2019 and May 30 2018 on the financial statements of theBank as at for the years ended March 31 2019 and March 31 2018 respectively as referredin Para 4 above.
The audited financial statements for the year ended March 31 2019 and March 31 2018and the Independent Auditor's Reports thereon issued by the Previous Auditor have beenfurnished to us by the Bank. Upon specific request by the Bank we have examined andreported on the restated financial information for the year ended March 31 2019 and March31 2018. The adjustments in so far as it relates to the amounts disclosures materialerrors regrouping reclassification etc. included in respect of the year ended March31 2019 and March 31 2018 is restricted to and based solely on the audited financialstatements and auditor's reports issued by the Previous Auditor for such years. We havenot performed any additional procedures other than those stated herein and do not acceptany responsibility of whatsoever nature in this regard.
6. Based on the above and according to the information and explanations given to us wereport that:
i) Restated Financial Information have been prepared after incorporating adjustmentsfor the changes in accounting policies any material errors andregrouping/reclassifications as more fully described in Annexure 4 to the RestatedFinancial Information (Restated Statement of Adjustments to Audited Financial Statements)retrospectively in the financial years as at and for the year March 31 2019 and March31 2018 to reflect the same accounting treatment as per the accounting policies andgrouping/classifications followed as at and for the year ended March 31 2020;
ii) there are no qualifications in the auditor's reports on the audited financialstatements of the Bank as at and for the years ended March 31 2020 March 31 2019 andMarch 31 2018 which require any adjustments to the Restated Financial Information; and
iii) Restated Financial Information have been prepared in accordance with the Act theSEBI ICDR Regulations and the Guidance Note.
7. The Restated Financial Information do not reflect the effects of events thatoccurred subsequent to the respective dates of the report on the audited financialstatements mentioned in paragraph 4 above.
8. We draw attention to Note 15 in Annexure 22 to the Restated Financial Informationwhich describes that the extent to which the COVID-19 Pandemic will impact the Bank'sfinancial statements will depend on future developments which are highly uncertain. Ouropinion is not modified in respect of this matter.
9. According to the information and explanations given to us in our opinion theRestated Financial Information read with Summary of Significant Accounting Policiesdisclosed in Annexure 21 accompanying this report are prepared after making adjustmentsand regroupings as considered appropriate and disclosed in Annexure 4 and have beenprepared in accordance with the Act SEBI ICDR Regulations to the extent applicable andthe Guidance Note.
10. This report should not in any way be construed as a reissuance or re-dating of anyof the previous auditor's reports issued by us or by the Previous Auditor nor should thisreport be construed as a new opinion on any of the financial statements referred toherein.
11. We have no responsibility to update our report for events and circumstancesoccurring after the date of this report.
12. Our report is intended solely for use of the Board of Directors and for inclusionin the DRHP RHP and Prospectus to be filed with the SEBI BSE Limited the National StockExchange of India Limited and the RoC as applicable in connection with the proposedIssue. Our report should not be used referred to or distributed for any other purposewithout prior consent in writing. Accordingly we do not accept any liability or any dutyof care towards any other person relying on the statement.
For MSKC & Associates (Formerly known as R. K. Kumar & Co.)
ICAI Firm registration number: 001595S
Tushar Kurani Partner
Membership No. 118580 UDIN: 20118580AAAAFX1333
Date: September 17 2020