APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSformed and registered under the provisions of the LimitedLiability Partnership Act, 2008 (No. 6 of 2009)The Application must be accompanied by certified true copies of:(i) Partnership Deed; (ii) Any documents evidencing registrationthereof under applicable statutory/regulatory requirements; (iii)Resolution authorizing investment and containing operatinginstructions (Resolution); (iv) Specimen signature of authorizedperson. Failing this, our Company reserves the right toaccept or reject any Applications in whole or in part, ineither case, without assigning any reason therefor.17. Applications under Power of Attorney: In case ofApplications made pursuant to a power of attorney by Applicantswho are Institutional Investors or Non Institutional Investors, acertified copy of the power of attorney or the relevant resolutionor authority, as the case may be, with a certified copy of thememorandum of association and articles of association and/or bye laws must be submitted with the Application Form. Incase of Applications made pursuant to a power of attorney byApplicants who are HNI Investors or Retail Individual Investors,a certified copy of the power of attorney must be submitted withthe Application Form. Failing this, the Company reserves theright to accept or reject any Application in whole or in part,in either case, without assigning any reason therefor. TheCompany, in its absolute discretion, reserves the right torelax the above condition of attaching the power of attorneywith the Application Forms subject to such terms andconditions that the Company, the Lead Managers and theCo-Lead Managers may deem fit.Brokers having online demat account portals may also providea facility of submitting the Application Forms (ASBA as well asnon-ASBA Applications) online to their account holders. Underthis facility, a broker receives an online instruction through itsportal from the Applicant for making an Application on his/her behalf. Based on such instruction, and a power of attorneygranted by the Applicant to authorise the broker, the brokermakes an Application on behalf of the Applicant.APPLICATIONS FOR ALLOTMENT OF NCDs IN THEPHYSICAL AND DEMATERIALIZED FORM:18. Application for allotment in the physical form:Submission of Non- ASBA Applications for Allotment ofthe NCDs in physical form : Applicants can also apply forAllotment of the NCDs in physical form by submitting dulyfilled in Application Forms to the Lead Managers, the Co-Lead Managers, the Lead Brokers, sub-brokers or the TradingMembers of the Stock Exchanges, with the accompanyingaccount payee cheques or demand drafts representing the fullApplication Amount and KYC documents as specified under“Applications for Allotment of NCDs” and “Issue Procedure- Additional instructions for Applicants seeking Allotmentof the NCDs in physical form” at pages 282 and 293 of theProspectus respectively. The Lead Managers, the Co-LeadManagers, the Lead Brokers, sub-brokers and the TradingMembers of the Stock Exchanges shall, on submission ofthe Application Forms to them, verify and check the KYCdocuments submitted by such Applicants and upload details ofthe Application on the online platforms of Stock Exchanges,following which they shall acknowledge the uploading of theApplication Form by stamping the acknowledgment slip withthe date and time and returning it to the Applicant.On uploading of the Application details, the Lead Managers,the Co-Lead Managers, the Lead Brokers, sub-brokers andTrading Members of the Stock Exchanges will submit theApplication Forms, with the cheque/demand draft to theEscrow Collection Bank(s) along with the KYC documents,which will realise the cheque/demand draft, and send theApplication Form and the KYC documents to the Registrarto the Issue, who shall check the KYC documents submittedand match Application details as received from the onlineplatforms of Stock Exchanges with the Application Amountdetails received from the Escrow Collection Bank(s) forreconciliation of funds received from the Escrow CollectionBank(s). In case of discrepancies between the two databases,the details received from the online platforms of StockExchanges will prevail, except in relation to discrepanciesbetween Application Amounts. Lead Managers, the Co-LeadManagers, the Lead Brokers, sub-brokers and the TradingMembers of the Stock Exchanges are requested to note that allApplicants are required to be banked with only the designatedbranches of Escrow Collection Bank(s). On Allotment,the Registrar to the Issue will dispatch NCD certificates/Allotment Advice to the successful Applicants to theiraddresses as provided in the Application Form. If the KYCdocuments of an Applicant are not in order, the Registrarto the Issue will withhold the dispatch of NCD certificatespending receipt of complete KYC documents from suchApplicant. In such circumstances, successful Applicantsshould provide complete KYC documents to the Registrarto the Issue at the earliest. In such an event, any delayby the Applicant to provide complete KYC documents tothe Registrar to the Issue will be at the Applicant’s solerisk and neither the Company, the Registrar to the Issue,the Escrow Collection Bank(s), nor the Lead Managers,the Co-Lead Managers and/or the Lead Brokers will beliable to compensate the Applicants for any losses causedto them due to any such delay, or liable to pay any intereston the Application Amounts for such period duringwhich the NCD certificates are withheld by the Registrarto the Issue. Further, the Company will not be liable forany delays in payment of interest on the NCDs Allottedto such Applicants, and will not be liable to compensatesuch Applicants for any losses caused to them due to anysuch delay, or liable to pay any interest for such delay inpayment of interest on the NCDs.For instructions pertaining to completing Application Form pleasesee “Issue Procedure - General Instructions” and “Issue Procedure- Additional Instructions for Applicants seeking allotment ofNCDs in physical form” on pages 288 and 293 of the Prospectusrespectively.19. Applications for allotment in the dematerialized form:Submission of ASBA Applications: Applicants can also applyfor NCDs using the ASBA facility. ASBA Applications can besubmitted through either of the following modes:a) Physically or electronically to the Designated Branchesof the SCSB with whom an Applicant’s ASBA Accountis maintained. In case of ASBA Application in physicalmode, the ASBA Applicant shall submit the ApplicationForm at the relevant Designated Branch of the SCSB. TheDesignated Branch shall verify if sufficient funds equal tothe Application Amount are available in the ASBA Accountand shall also verify that the signature on the ApplicationForm matches with the Investor’s bank records, asmentioned in the ASBA Application, prior to uploading10 Shriram Transport Finance Company Limited