APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSparticipant.In case the transferee does not have a DP account, theseller can re-materialise the NCDs and thereby convert hisdematerialized holding into physical holding. Thereafter theNCDs can be transferred in the manner as stated above.In case the buyer of the NCDs in physical form wants tohold the NCDs in dematerialized form, he can choose todematerialize the securities through his DP.66. Title:In case of:(i) the NCDs held in the dematerialized form, the person forthe time being appearing in the register of beneficial ownersmaintained by the Depository; and(ii) the NCD held in physical form, the person for the time beingappearing in the Register of NCD Holders as NCD Holder, shallbe treated for all purposes by our Company, the DebentureTrustee, the Depositories and all other persons dealing withsuch person as the holder thereof and its absolute owner forall purposes whether or not it is overdue and regardless of anynotice of ownership, trust or any interest in it or any writingon, theft or loss of the Consolidated NCD Certificate issued inrespect of the NCDs and no person will be liable for so treatingthe NCD Holder.No transfer of title of a NCD will be valid unless and untilentered on the Register of NCD Holders or the register ofbeneficial owners maintained by the Depository prior to theRecord Date. In the absence of transfer being registered, interestand/or Maturity Amount, as the case may be, will be paid tothe person, whose name appears first in the Register of NCDHolders maintained by the Depositories and/or our Companyand/or the Registrar, as the case may be. In such cases, claims,if any, by the purchasers of the NCDs will need to be settledwith the seller of the NCDs and not with our Company or theRegistrar. The provisions relating to transfer and transmissionand other related matters in respect of our Company’s sharescontained in the Articles of Association of our Company andthe Companies Act shall apply, mutatis mutandis (to the extentapplicable) to the NCD (s) as well.67. Succession: Where NCDs are held in joint names and oneof the joint holders dies, the survivor(s) will be recognized asthe NCD Holder(s). It will be sufficient for our Company todelete the name of the deceased NCD Holder after obtainingsatisfactory evidence of his death. Provided, a third person maycall on our Company to register his name as successor of thedeceased NCD Holder after obtaining evidence such as probateof a will for the purpose of proving his title to the debentures. Inthe event of demise of the sole or first holder of the Debentures,will recognise the executors or administrator of the deceasedNCD Holders, or the holder of the succession certificate or otherlegal representative as having title to the Debentures only if suchexecutor or administrator obtains and produces probate or letterof administration or is the holder of the succession certificateor other legal representation, as the case may be, from anappropriate court in India. The directors of the Company in theirabsolute discretion may, in any case, dispense with productionof probate or letter of administration or succession certificate orother legal representation.Where a non-resident Indian becomes entitled to the NCDs byway of succession, the following steps have to be complied with:(a) Documentary evidence to be submitted to the Legacy Cell ofthe RBI to the effect that the NCDs were acquired by the nonresidentIndian as part of the legacy left by the deceased NCDHolder.(b) Proof that the non-resident Indian is an Indian national or isof Indian origin.Such holding by a non-resident Indian will be on a nonrepatriationbasis.68. Joint-holders: Where two or more persons are holdersof any NCD(s), they shall be deemed to hold the same asjoint holders with benefits of survivorship subject to otherprovisions contained in the Articles.69. Procedure for Rematerialisation of NCDs: NCD Holderswho wish to hold the NCDs in physical form may do so bysubmitting a request to their DP at any time after Allotment inaccordance with the applicable procedure stipulated by the DP, inaccordance with the Depositories Act and/or rules as notified bythe Depositories from time to time. Holders of Series III NCDswho propose to rematerialize their Series III NCDs, wouldhave to mandatorily submit details of their bank mandatealong with a copy of any document evidencing that the bankaccount is in the name of the holder of such Series III NCDsand their Permanent Account Number to the Company andthe DP. No proposal for rematerialization of Series III NCDswould be considered if the aforementioned documents anddetails are not submitted along with the request for suchrematerialization.70. Restriction on transfer of NCDs: There are no restrictionson transfers and transmission of NCDs and on their consolidation/splitting except as may be required under applicable statutoryand/or regulatory requirements including any requirementsof the RBI and/or as provided in our Articles of Association.Please refer to the section titled “Summary of the Key Provisionsof the Articles of Association” beginning on page 362 of theProspectus.71. Period of Subscription:ISSUE PROGRAMMEISSUE OPENS ON July 16, 2013ISSUE CLOSES ON July 29, 2013Applications Forms for the Issue will be accepted only between10.00 a.m. and 5.00 p.m. (Indian Standard Time) or suchextended time as may be permitted by the Stock Exchanges,during the Issue Period as mentioned above on all days betweenMonday and Friday (both inclusive barring public holiday),(i) by the Lead Managers, Co-Lead Managers, Lead Brokers,sub-brokers or the Trading Members of the Stock Exchange,as the case maybe, at the centers mentioned in ApplicationForm through the non-ASBA mode or, (ii) in case of ASBAApplications, (a) directly by the Designated Branches of theSCSBs or (b) by the centers of the Lead Managers, Co-LeadManagers, Lead Brokers, sub-brokers or the Trading Membersof the Stock Exchange, as the case maybe, only at the SelectedCities. On the Issue Closing Date Application Forms willbe accepted only between 10.00 a.m. and 3.00 p.m. (IndianStandard Time) and uploaded until 5.00 p.m. or such extendedtime as may be permitted by the Stock Exchanges.Due to limitation of time available for uploading the Applicationson the Issue Closing Date, Applicants are advised to submittheir Application Forms one day prior to the Issue Closing Dateand, no later than 3.00 p.m (Indian Standard Time) on the Issue28 Shriram Transport Finance Company Limited