APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSreconciliation with the data available with the NSDL and CDSL.32. REJECTION OF APPLICATIONS: Applications wouldbe liable to be rejected on the technical grounds listed on page300 of the Prospectus below or if all required information is notprovided or the Application Form is incomplete in any respect.The Board of Directors and/or any committee of our Companyreserves its full, unqualified and absolute right to accept or rejectany Application in whole or in part and in either case withoutassigning any reason thereof.Application may be rejected on one or more technical grounds,including but not restricted to:• Applications submitted without payment of the entireApplication Amount. However, our Company may allot NCDsup to the value of application monies paid, if such applicationmonies exceed the minimum application size as prescribedhereunder;• In case of partnership firms, NCDs may be applied for in thenames of the individual partner(s) and no firm as such shallbe entitled to apply for in its own name. However a LimitedLiability Partnership firm can apply in its own name;• Application by persons not competent to contract under theIndian Contract Act, 1872, as amended, except bids by Minorshaving valid demat account as per demographic details providedby the Depository Participants;• PAN not mentioned in the Application Form, except forApplications by or on behalf of the Central or State Governmentand the officials appointed by the courts and by investors residingin the State of Sikkim, provided such claims have been verifiedby the Depository Participants. In case of minor Applicantsapplying through guardian, when PAN of the Applicant is notmentioned;• DP ID and Client ID not mentioned in the Application Form(except in case Applicant has applied for Allotment of NCDs inthe physical form);• GIR number furnished instead of PAN;• Applications by OCBs;• Applications for an amount below the minimum applicationsize;• Submission of more than five ASBA Forms per ASBA Account;• Applications by persons who are not eligible to acquire NCDsof our Company in terms of applicable laws, rules, regulations,guidelines and approvals;• In case of Applications under power of attorney or by limitedcompanies, corporate, trust etc., relevant documents are notsubmitted;• Applications accompanied by Stockinvest/ money order/postal order/ cash;• Signature of Applicant missing;• ASBA Application Forms not being signed by the ASBAAccount holder, if the account holder is different from theApplicant or the signature of the ASBA Account holder on theApplication Form does not match with the signature availableon the Applicant’s bank records;• Application Forms submitted to the Lead Managers, theCo-Lead Managers, Lead Brokers, sub-brokers or TradingMembers of the Stock Exchange does not bear the stampof the relevant Lead Manager, the Co-Lead Managers, LeadBroker, sub-broker or Trading Member of the StockExchange, as the case may be. ASBA Applications submitteddirectly to the Designated Branches of the SCSBs does not bearthe stamp of the SCSB and/or the Designated Branch and/or theLead Managers, the Co-Lead Managers, Lead Brokers, subbrokersor Trading Members of the Stock Exchange, as thecase may be;• ASBA Applications not having details of the ASBA Accountto be blocked;• In case no corresponding record is available with theDepositories that matches three parameters namely, DP ID,Client ID and PAN or if PAN is not available in the Depositorydatabase;• With respect to ASBA Applications, inadequate funds in theASBA Account to enable the SCSB to block the ApplicationAmount specified in the ASBA Application Form at the time ofblocking such Application Amount in the ASBA Account or noconfirmation is received from the SCSB for blocking of funds;• SCSB making an ASBA application (a) through an ASBAaccount maintained with its own self or (b)through an ASBAAccount maintained through a different SCSB not in its ownname or (c) through an ASBA Account maintained through adifferent SCSB in its own name, where clear demarcated fundsare not present or (d) through an ASBA Account maintainedthrough a different SCSB in its own name which ASBA Accountis not utilised solely for the purpose of applying in public issues;• Applications for amounts greater than the maximum permissibleamounts prescribed by the regulations and applicable law;• Applications where clear funds are not available in EscrowAccounts as per final certificates from Escrow Collection Banks;• Authorization to the SCSB for blocking funds in the ASBAAccount not provided;• Applications by persons prohibited from buying, selling ordealing in shares, directly or indirectly, by SEBI or any otherregulatory authority;• Applications by any person outside India;• Applications by other persons who are not eligible to applyfor NCDs under the Issue under applicable Indian or foreignstatutory/regulatory requirements;• Applications not uploaded on the online platform of the StockExchanges;• Applications uploaded after the expiry of the allocated time onthe Issue Closing Date, unless extended by the Stock Exchange,as applicable;• Application Forms not delivered by the Applicant within thetime prescribed as per the Application Form and the Prospectusand as per the instructions in the Application Form and theProspectus;• Applications by Applicants whose demat accounts have been‘suspended for credit’ pursuant to the circular issued by SEBI onJuly 29, 2010 bearing number CIR/MRD/DP/22/2010;• Where PAN details in the Application Form and as entered intothe electronic system of the Stock Exchange, are not as per therecords of the Depositories;• ASBA Applications submitted to the Lead Managers, theCo-Lead Managers, Lead Brokers, sub-brokers or TradingMembers of the Stock Exchange at locations other than theSpecified Cities or at a Designated Branch of a SCSB wherethe ASBA Account is not maintained, and ASBA Applicationssubmitted directly to an Escrow Collecting Bank (assuming thatsuch bank is not a SCSB), to our Company or the Registrar tothe Issue;• Applications tendered to the Trading Members of the Stock20 Shriram Transport Finance Company Limited