CONSENT LETTER AND PEER REVIEW CONFIRMATION FROM

INDEPENDENT CA

Ref No: JHS/MUM/2023-24/234 Date: 31-May-2023

To,
The Board of Directors,
Utkarsh Small Finance Bank Limited
Utkarsh Tower, NH – 31 (Airport Road)
Sehmalpur, Kazi Sarai, Harhua
Varanasi, 221 105
Uttar Pradesh, India

(the “Bank”)

Dear Sirs / Ma’am,

Re: Proposed initial public offering of equity shares of face value of ₹ 10

each (the “Equity Shares”) of Utkarsh Small Finance Bank Limited (the
“Bank” and such offering, the “Offer”)

We, JHS & Associates LLP, Chartered Accountants, (FRN:

133288W/W100099), hereby consent to provide our name and our details
being disclosed in the red herring prospectus, and the prospectus of the Bank,
to be filed with the Securities and Exchange Board of India (the “SEBI”) and
the stock exchange(s) where the Equity Shares are proposed to be listed (the
“Stock Exchanges”) and Registrar of Companies, Uttar Pradesh at Kanpur
(“RoC”), as well as other materials or documents that may be required to be
prepared, filed or submitted by the Bank, in connection to the Offer (“Offer
Document”).

The following information in relation to us may be disclosed in the Offer

Documents:

Name: JHS & Associates LLP

Registered Office Address: C-701, Mary Ellen CHS,
Ceasars Cross Road,
Amboli, Andheri (West),
Mumbai - 400058
Maharashtra
Tel.: 1800 120 1022
Peer Review Certificate Number: 013701
Firm Registration Number: 133288W/W100099
Email: huzeifa.unwala@jhsassociates.in

DocUUID : 6a0447e4-9099-4ef2-b8a4-fc57797b4f90
We further confirm that, pursuant to a peer review process conducted by the
Institute of Chartered Accountants of India (“ICAI”), we, hold a valid
certificate issued by the peer review board of the ICAI and are eligible to
certify the financial information as per the requirements of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended. The next due date of review is 31st December
2024.

Annexed herewith is a copy of our peer review certificate dated October 22,
2021 effective from date 19th December 2021 (Refer Annexure A)

This certificate is issued for the sole purpose of the Offer, and can be used, in
full or part, for inclusion in the Offer Documents and for the submission of
this certificate as may be necessary, to any regulatory / statutory authority,
stock exchanges, any other authority as may be required and/or for the
records to be maintained by the Book Running Lead Managers in connection
with the Offer and in accordance with applicable law, and for the purpose of
any defense the Book Running Lead Managers may wish to advance in any
claim or proceeding in connection with the contents of the Offer Documents.

This certificate may be relied on by the Book Running Lead Managers, their
affiliates and legal counsel in relation to the Offer.

We undertake to update you in writing of any changes in the

abovementioned position until the date of the Equity Shares issued pursuant
to the Offer commence trading on the stock exchanges. In the absence of any
communication from us till the Equity Shares commence trading on the stock
exchange/s; you may assume that there is no change in respect of the matters
covered in this certificate.

Yours faithfully,

For and on behalf of

JHS & Associates LLP
Chartered Accountants
ICAI FRN 133288W/W100099

00172fa7-2fc9-415a-a09b-d96702709661
--------------------------------------------
Authorized signatory
CA. Jamal Ashraf Chatriwala
Partner
Membership No: - 100101
UDIN: - 23100101BGXVEQ2195
Place: Mumbai
Date: 31-May-2023

Page 2 of 4
Confidential

DocUUID : 6a0447e4-9099-4ef2-b8a4-fc57797b4f90
CC:

ICICI Securities Limited

ICICI Venture House
Appasaheb Marathe Marg
Prabhadevi
Mumbai - 400025, India

Kotak Mahindra Capital Company Limited

1st Floor, 27 BKC, Plot No. 27,
G Block, Bandra Kurla Complex,
Bandra (East), Mumbai 400 051.

Domestic Legal Counsel to the BRLMs

IndusLaw
#1502B, 15th Floor,
Tower – 1C,
"One World Centre",
Senapati Bapat Marg,
Lower Parel,
Mumbai – 400 013

International Legal Counsel to the BRLMs

Hogan Lovells Lee & Lee

50, Collyer Quay
#10-01 OUE, Bayfront
Singapore 049321

Domestic Legal Counsel to the Bank

Shardul Amarchand Mangaldas & Co

Express Towers, 23rd Floor,
Nariman Point,
Mumbai - 400 021

Encl:-Annexure A – Copy of Peer Review Certificate

Page 3 of 4
Confidential

DocUUID : 6a0447e4-9099-4ef2-b8a4-fc57797b4f90
 ANNEXURE A

Peer Review Certificate Dated 22nd October 2021

Page 4 of 4
Confidential

DocUUID : 6a0447e4-9099-4ef2-b8a4-fc57797b4f90