APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

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in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSof the security and replace with another asset of the same or ahigher value.57. Trustees for the NCD Holders: We have appointedIDBI Trusteeship Services Limited to act as the DebentureTrustee for the NCD Holders. We and the Debenture Trusteewill execute a Debenture Trust Deed, inter alia, specifying thepowers, authorities and obligations of the Debenture Trusteeand us. The NCD Holder(s) shall, without further act or deed,be deemed to have irrevocably given their consent to theDebenture Trustee or any of its agents or authorized officialsto do all such acts, deeds, matters and things in respect ofor relating to the NCDs as the Debenture Trustee may in itsabsolute discretion deem necessary or require to be done inthe interest of the NCD Holder(s). Any payment made by usto the Debenture Trustee on behalf of the NCD Holder(s)shall discharge us pro tanto to the NCD Holder(s).The Debenture Trustee will protect the interest of the NCDHolders in the event of default by us in regard to timelypayment of interest and repayment of principal and theywill take necessary action at our cost.58. Events of Default: Subject to the terms of the DebentureTrust Deed, the Debenture Trustee at its discretion may, orif so requested in writing by the holders of at least threefourthsof the outstanding amount of the NCDs or withthe sanction of a special resolution, passed at a meetingof the NCD Holders, (subject to being indemnified and/or secured by the NCD Holders to its satisfaction), givenotice to our Company specifying that the NCDs and/orany particular Series of NCDs, in whole but not in part areand have become due and repayable on such date as may bespecified in such notice inter alia if any of the events listedbelow occurs. The description below is indicative and acomplete list of events of default and its consequences willbe specified in the Debenture Trust Deed:(i) Default is committed in payment of the principalamount of the NCDs on the due date(s); and(ii) Default is committed in payment of any interest on theNCDs on the due date(s).59. NCD Holder not a Shareholder:The NCD Holders will not be entitled to any of the rightsand privileges available to the equity and/or preferenceshareholders of our Company, except to the extent of theright to receive the annual reports of our Company and suchother rights as may be prescribed under the Companies Act,1956 and the Debt Listing Agreement.60. Rights of NCD Holders: Some of the significant rightsavailable to the NCD Holders are as follows:1. The NCDs shall not, except as provided in the Act,our Memorandum and Articles of Association and/or theDebenture Trust Deed, confer upon the holders thereofany rights or privileges available to our Company’smembers/shareholders including, without limitation, theright to attend and/or vote at any general meeting of ourCompany’s members/shareholders. However, if anyresolution affecting the rights attached to the NCDsis to be placed before the members/shareholders of ourCompany, the said resolution will first be placed before theconcerned registered NCD Holders for their consideration. Interms of Section 219(2) of the Act, holders of NCDs shall beentitled to a copy of the balance sheet and copy of trust deedon a specific request made to our Company.26 Shriram Transport Finance Company Limited2. Subject to applicable statutory/regulatory requirements andterms of the Debenture Trust Deed, including requirements ofthe RBI, the rights, privileges and conditions attached to theNCDs may be varied, modified and/or abrogated with theconsent in writing of the holders of at least three-fourths ofthe outstanding amount of the NCDs or with the sanctionof a special resolution passed at a meeting of the concernedNCD Holders, provided that nothing in such consent orresolution shall be operative against us, where such consentor resolution modifies or varies the terms and conditionsgoverning the NCDs, if the same are not acceptable to us.3. Subject to applicable statutory/regulatory requirements andterms of the Debenture Trust Deed, the registered NCD Holderor in case of joint-holders, the one whose name stands firstin the register of debenture holders shall be entitled to votein respect of such NCDs, either in person or by proxy, atany meeting of the concerned NCD Holders and every suchholder shall be entitled to one vote on a show of hands and ona poll, his/her voting rights on every resolution placed beforesuch meeting of the NCD Holders shall be in proportion to theoutstanding nominal value of NCDs held by him/her.4. The NCDs are subject to the provisions of the DebtRegulations, the Act, the Memorandum and Articles ofAssociation of our Company, the terms of the Prospectus, theApplication Forms, the terms and conditions of the DebentureTrust Deed, requirements of the RBI, other applicable statutoryand/or regulatory requirements relating to the issue and listing,of securities and any other documents that may be executed inconnection with the NCDs.5. A register of NCD Holders (“Register of DebentureHolders”) will be maintained in accordance with Section152 of the Act and all interest and principal sums becomingdue and payable in respect of the NCDs will be paid to theregistered holder thereof for the time being or in the caseof joint-holders, to the person whose name stands first inthe Register of NCD Holders as on the record date. Furtheras the NCDs issued are also being issued in Demat form,the Depositories shall also maintain the updated register ofholders of the NCDs in Demat Form. In terms of Section152A of the Companies Act, the register of beneficialowners maintained by a Depository for any NCD indematerialized form under Section 11 of the DepositoriesAct shall be deemed to be a Register of Debenture holdersfor this purpose.6. Subject to compliance with RBI requirements, NCDscan be rolled over only with the consent of the holders ofat least 75% of the outstanding amount of the NCDs afterproviding at least 21 days prior notice for such roll over andin accordance with the Debt Regulations. Our Company shallredeem the debt securities of all the debt securities holders,who have not given their positive consent to the roll-over.The aforementioned rights of the NCD Holders are merelyindicative. The final rights of the NCD Holders will be as perthe terms of the Prospectus and the Debenture Trust Deedto be executed between our Company and the DebentureTrustee.61. Nomination facility to NCD Holder: In accordance withSection 109A of the Act, the sole NCD Holder, or first NCDHolder , along with other joint NCD Holders’ (being individual(s)),may nominate any one person (being an Individual) who, inthe event of death of Applicant the NCDs Allotted, if any, willvest. A person, being a nominee, becoming entitled to the
in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSNCD by reason of the death of the NCD Holder(s), shall beentitled to the same rights to which he would be entitled ifhe were the registered holder of the NCD, subject to otherterms and conditions as detailed in the Prospectus. Wherethe nominee is a minor, the NCD Holder(s) may make anomination to appoint, in the prescribed manner, any personto become entitled to the NCD(s), in the event of his death,during the minority. A nomination shall stand rescindedupon sale of a NCD by the person nominating. A buyerwill be entitled to make a fresh nomination in the mannerprescribed. When the NCD is held by two or more persons,the nominee shall become entitled to receive the amount onlyon the demise of all the holders. Fresh nominations can bemade only in the prescribed form available on request at ourRegistered/ Corporate Office or at such other addresses asmay be notified by us.NCD Holder(s) are advised to provide the specimensignature of the nominee to us to expedite the transmissionof the NCD(s) to the nominee in the event of demise ofthe NCD Holder(s). The signature can be provided in theApplication Form or subsequently at the time of makingfresh nominations. This facility of providing the specimensignature of the nominee is purely optional.In accordance with Section 109B of the Act, any personwho becomes a nominee by virtue of the provisions ofSection 109A of the Act, shall upon the production of suchevidence as may be required by our Board, elect either:(a) to register himself or herself as the holder of the NCDs; or(b) to make such transfer of the NCDs, as the deceased holdercould have made.Further, our Board may at any time give notice requiring anynominee to choose either to be registered himself or herself or totransfer the NCDs, and if the notice is not complied with, withina period of 90 days, our Board may thereafter withhold paymentof all interests or other monies payable in respect of the NCDs,until the requirements of the notice have been complied with.For all NCDs held in the dematerialized form, nominationsregistered with the respective Depository Participant of theApplicant would prevail. If the investors require changingtheir nomination, they are requested to inform their respectiveDepository Participant in connection with NCDs held in thedematerialized form.Applicants (other than Applicants for Series III NCDs) whohave opted for allotment of NCDs in the physical form and/or persons holding NCDs in the physical form should providerequired details in connection with their nominee to ourCompany.For all NCDs held in the dematerialized form, nominationsregistered with the respective Depository Participant of theApplicant would prevail. If the investors require changingtheir nomination, they are requested to inform their respectiveDepository Participant in connection with NCDs held in thedematerialized form and inform our Company in connectionwith NCDs held in the physical form.62. Jurisdiction: Exclusive jurisdiction for the purpose of theIssue is with the competent courts of jurisdiction in Mumbai,India.63. Application in the Issue: Applicants (other than for SeriesIII NCDs) shall have the option to apply for all other SeriesNCDs in the physical form or in the dematerialized formthrough a valid Application Form filled in by the Applicantalong with attachment, as applicable. Applicants can onlyapply for Series III NCDs in the dematerialized form througha valid Application Form filled in by the Applicant along withattachment, as applicable.In terms of Regulation 4(2)(d) of the Debt Regulations,our Company will make public issue of the NCDs in thedematerialised form. However, in terms of Section 8 (1) of theDepositories Act, our Company, at the request of the Investorswho wish to hold the NCDs in physical form will fulfil suchrequest. However, trading in NCDs shall be compulsorily indematerialized form.64. Form and Denomination: In case of NCDs held in physicalform, a single certificate will be issued to the NCD Holderfor the aggregate amount (“Consolidated Certificate”) foreach type of NCDs. A successful Applicant can also requestfor the issue of NCD certificates in the denomination of 1(one) NCD at any time post allotment of the NCDs (“MarketLot”).It is however distinctly to be understood that the SeriesIII NCDs pursuant to this Issue shall be issued only indematerialized form to all categories of investors.In respect of Consolidated Certificates, we will, onlyupon receipt of a request from the NCD Holder, split suchConsolidated Certificates into smaller denominationssubject to the minimum of Market Lot. No fees would becharged for splitting of NCD certificates in Market Lots,but stamp duty payable, if any, would be borne by the NCDHolder. The request for splitting should be accompanied bythe original NCD certificate which would then be treatedas cancelled by us.65. Transfer/Transmission of NCD(s):The NCDs shall be transferred or transmitted freely inaccordance with the applicable provisions of the Act. Theprovisions relating to transfer and transmission and otherrelated matters in respect of our shares contained in theArticles and the Act shall apply, mutatis mutandis (to theextent applicable to debentures) to the NCD(s) as well.In respect of the NCDs held in physical form, a suitableinstrument of transfer as may be prescribed by the Issuermay be used for the same. The NCDs held in dematerializedform shall be transferred subject to and in accordance withthe rules/procedures as prescribed by NSDL/CDSL andthe relevant DPs of the transfer or transferee and any otherapplicable laws and rules notified in respect thereof. Thetransferee(s) should ensure that the transfer formalities arecompleted prior to the Record Date. In the absence of thesame, interest will be paid/redemption will be made to theperson, whose name appears in the register of debentureholders maintained by the Depositories. In such cases,claims, if any, by the transferees would need to be settledwith the transferor(s) and not with the Issuer or Registrar.Please see “Issue Structure –Interest/Premium” on page 265 ofthe Prospectus for the implications on the interest applicableto NCDs held by Individual Investors on the Record Dateand NCDs held by Non Individual Investors on the RecordDate.For NCDs held in electronic form: The normal procedurefollowed for transfer of securities held in dematerializedform shall be followed for transfer of the NCDs held inelectronic form. The seller should give delivery instructionscontaining details of the buyer’s DP account to his depositoryShriram Transport Finance Company Limited27
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APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

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