APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSissued by the BSE, cancellation of one or more orders (series)within an Application is permitted during the Issue Periodas long as the total order quantity does not fall under theminimum quantity required for a single Application. Pleasenote that in case of cancellation of one or more orders (series)within an Application, leading to total order quantity fallingunder the minimum quantity required for a single Applicationwill be liable for rejection by the Registrar.In case of any revision of Application in connection withany of the fields which are not allowed to be modified on theelectronic application platform of the Stock Exchanges as perthe procedures and requirements prescribed by each relevantStock Exchange, ensure that you have first withdrawn youroriginal Application and submit a fresh Application. Forinstance, as per the notice No: 20120831-22 dated August31, 2012 issued by the BSE, fields namely, quantity, series,application no., sub-category codes will not be allowed formodification during the Issue. In such a case the date of thefresh Application will be considered for date priority forallotment purposes.Revision of Applications is not permitted after the expiry ofthe time for acceptance of Application Forms on Issue ClosingDate. However, in order that the data so captured is accurate,the Lead Managers, the Co-Lead Managers, Lead Brokers,sub-brokers, Trading Members of the Stock Exchange and theDesignated Branches of the SCSBs will be given up to oneWorking Day after the Issue Closing Date to modify/ verifycertain selected fields uploaded in the online system during theIssue Period, after which the data will be sent to the Registrarfor reconciliation with the data available with the NSDL andCDSL.46. Depository Arrangements:We have made depository arrangements with NSDL andCDSL for issue and holding of the NCDs in dematerializedform. Please note that Tripartite Agreements have beenexecuted between our Company, the Registrar and both thedepositories.As per the provisions of the Depositories Act, 1996, theNCDs issued by us can be held in a dematerialized form. Inthis context:i. Agreement dated April 30, 1999 between us, the Registrarto the Issue and NSDL, and dated March 29, 2000, betweenus, the Registrar to the Issue and CDSL, respectively foroffering depository option to the investors.ii. An Applicant must have at least one beneficiary accountwith any of the Depository Participants (DPs) of NSDL orCDSL prior to making the Application.iii. The Applicant must necessarily provide the DP ID andClient ID details in the Application Form.iv. NCDs Allotted to an Applicant in the electronic form willbe credited directly to the Applicant’s respective beneficiaryaccount(s) with the DP.vi. Non-transferable Allotment Advice/ refund orders willbe directly sent to the Applicant by the Registrar to thisIssue.ix. It may be noted that NCDs in electronic form can betraded only on the Stock Exchange having electronicconnectivity with NSDL or CDSL. The Stock Exchangeshave connectivity with NSDL and CDSL.x. Interest or other benefits with respect to the NCDsheld in dematerialized form would be paid to those NCDHolders whose names appear on the list of beneficial ownersgiven by the Depositories to us as on Record Date. In case ofthose NCDs for which the beneficial owner is not identifiedby the Depository as on the Record Date/ book closure date,we would keep in abeyance the payment of interest or otherbenefits, till such time that the beneficial owner is identifiedby the Depository and conveyed to us, whereupon theinterest or benefits will be paid to the beneficiaries, asidentified, within a period of 30 days.xi. The trading of the NCDs on the floor of the Stock Exchangesshall be in dematerialized form only.Please also refer to “Instructions for filling up the ApplicationForm - Applicant’s Beneficiary Account and Bank AccountDetails” on page 289 of the Prospectus.Please note that the NCDs shall cease to trade from the RecordDate (for payment of the principal amount and the applicablepremium for such NCDs) prior to redemption of the NCDs.PLEASE NOTE THAT TRADING OF NCDs ON THEFLOOR OF THE STOCK EXCHANGES SHALL BE INDEMATERIALISED FORM ONLY IN MULTIPLE OFONE NCD.Allottees will have the option to re-materialise the NCDsAllotted under the Issue as per the provisions of the Act and theDepositories Act.47. Communications:• All future communications in connection with Applicationsmade in this Issue should be addressed to the Registrar tothe Issue quoting the full name of the sole or first Applicant,Application Form number, Applicant’s DP ID and Client ID,Applicant’s PAN, number of NCDs applied for, date of theApplication Form, name and address of the Lead Manager,the Co-Lead Managers, Lead Broker, sub-broker, TradingMember of the Stock Exchange or Designated Branch,as the case may be, where the Application was submitted,and cheque/ draft number and issuing bank thereof or withrespect to ASBA Applications, ASBA Account number inwhich the amount equivalent to the Application Amount wasblocked. All grievances relating to the ASBA process maybe addressed to the Registrar to the Issue, with a copy to therelevant SCSB.• Applicants may contact our Compliance Officer (andCompany Secretary) or the Registrar to the Issue in case ofany pre-Issue or post-Issue related problems such as nonreceiptof Allotment Advice, refunds, interest on applicationmoney or credit of NCDs in the respective beneficiaryaccounts, as the case may be.• Grievances relating to the ASBA process may be addressedto the Registrar to the Issue, with a copy to the relevantSCSB. Grievances relating to Direct Online Applicationsmay be addressed to the Registrar to the Issue, with a copyto the relevant Stock Exchange.48. Interest in case of Delay: Our Company undertakes topay interest, in connection with any delay in allotment, dematcredit and refunds, beyond the time limit as may be prescribedunder applicable statutory and/or regulatory requirements, atsuch rates as stipulated under such applicable statutory and/orregulatory requirements.49. Undertaking by the Issuer:Statement by the Board:(a) All monies received pursuant to the Issue of NCDs topublic shall be transferred to a separate bank account other24 Shriram Transport Finance Company Limited