APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS2. Interest on application monies received which are liable tobe refunded: Our Company shall pay interest on applicationmoney which is liable to be refunded to the Applicants, otherthan to ASBA Applicants, in accordance with the provisionsof the Debt Regulations and/or the Companies Act, or otherapplicable statutory and/or regulatory requirements, subjectto deduction of income tax under the provisions of the IncomeTax Act, 1961, as amended, as applicable, from the date ofrealization of the cheque(s)/demand draft(s) or 3 (three)days from the date of receipt of the application (being thedate of upload of each Application on the electronic Applicationplatform of the Stock Exchanges) whichever is later upto oneday prior to the Deemed Date of Allotment, at the rate of2.50% per annum. Such interest shall be paid along with themonies liable to be refunded. Interest warrant will be dispatched/ credited (in case of electronic payment) along with theLetter(s) of Refund at the sole risk of the Applicant, to the sole/first Applicant.In the event our Company does not receive a minimumsubscription of 75 % of the Base Issue, i.e. ` 28,125 lacs on thedate of closure of the Issue, our Company shall pay intereston application money which is liable to be refunded to theApplicants, other than to ASBA Applicants, in accordancewith the provisions of the Debt Regulations and/or theCompanies Act, or other applicable statutory and/orregulatory requirements, subject to deduction of income taxunder the provisions of the Income Tax Act, 1961, as amended.Provided that, notwithstanding anything contained hereinabove,our Company shall not be liable to pay any interest on moniesliable to be refunded in case of (a) invalid applications orapplications liable to be rejected, and/or (b) applications whichare withdrawn by the Applicant. Please refer to “Rejection ofApplication” at page 300 of the Prospectus.74. Maturity and Redemption:The NCDs issued pursuant to the Prospectus have a fixedmaturity date.• Series I: The date of maturity for Series I NCDs is thirty sixmonths from the Deemed Date of Allotment. Each Series INCD shall be redeemed at the Face Value thereof along with theinterest accrued thereon, if any, at the end of thirty six monthsfrom the Deemed Date of Allotment.• Series II: The date of maturity for Series II NCDs is sixtymonths from the Deemed Date of Allotment. 50% of theFace Value of the NCDs will be payable at the end of theforty eight months and remaining 50% at the end of thesixty months from the Deemed Date of Allotment. The FaceValue at each stage of redemption as detailed above, shall bepayable together with any interest at the applicable Couponwhich may have accrued on the date of such redemptionplus the Additional Incentive as may be applicable for NCDHolders who are Individuals.• Series III: The date of maturity for Series III NCDs is sixtymonths from the Deemed Date of Allotment. Each Series IIINCD shall be redeemed at the Face Value thereof along withthe interest accrued thereon, if any, at the end of sixty monthsfrom the Deemed Date of Allotment.• Series IV: The date of maturity for Series IV NCDs is thirtysix months. Each Series IV NCDs, shall be redeemable at apremium of ` 364.33 per Series IV NCD held by an Individualand at a premium of ` 318.67 per Series IV NCD held bya Non Individual, at the end of thirty six months from theDeemed Date of Allotment.• Series V: The date of maturity for Series V NCDs issixty months from the Deemed Date of Allotment. ForSeries V NCDs, 50% of the Face Value of the NCDs shallbe redeemable at a premium of ` 263.37 per Series V NCDheld by an Individual and at a premium of ` 226.93 per SeriesV NCD held by a Non Individual at the end of forty eightmonths from the Deemed Date of Allotment and the remaining50% of the Face Value of the NCDs shall be redeemable at apremium of ` 348.48 per Series V NCD held by an Individualand at a premium of ` 298.17 per Series V NCD held by a NonIndividual at the end of sixty months from the Deemed Dateof Allotment.Upon the part redemption (i.e. repayment of 50% of the FaceValue) of the each of the Series II and Series V NCDs at theend of forty eight months from the Deemed Date of Allotment,in accordance with the aforementioned provisions of theProspectus, trading in such Series II and Series V NCDs, will besuspended till the required approval(s) and/or permission(s) fortrading in the Series II and Series V NCDs (with respect to theoutstanding value of Series II and Series V NCDs) is obtainedfrom the Stock Exchanges and/or other regulatory authorities,in accordance with the applicable statutory and/or regulatoryrequirements.Please further note that with respect to Series II and Series VNCDs, our liability to NCD Holder(s) to the extent of the valueof the NCDs partly redeemed and repaid at the end of fortyeight months, towards his/their rights including for payment orotherwise shall stand extinguished from the date of payment ofthe redemption amount at the end of forty eight months. TheNCD certificate(s) for all Series II and Series V NCDs shallstand extinguished to the extent of the amount partly redeemedupon redemption of the corresponding value of the NCD(s), atthe end of forty eight months.75. Application Size:Each application should be for a minimum of 10 NCDs and inmultiples of 1 NCD thereafter. The minimum application sizefor each application would be ` 10,000/- ( for all Series of NCDsnamely, Series I, Series II, Series III, Series IV and Series VNCDs either taken individually or collectively) and in multiplesof ` 1,000/- thereafter.Applicants can apply for any or all types of NCDs offeredhereunder (any/all options) using the same Application Form.Applicants are advised to ensure that applications madeby them do not exceed the investment limits or maximumnumber of NCDs that can be held by them under applicablestatutory and or regulatory provisions.76. Terms of Payment:The entire issue price of ` 1,000 per NCD is payable onapplication itself. In case of allotment of lesser number ofNCDs than the number of NCDs applied for, our Companyshall refund the excess amount paid on application to theApplicant in accordance with the terms of the Prospectus. Forfurther details please refer to the paragraph on “Interest onApplication Money” on page 269 of the Prospectus.77. Manner of Payment of Interest / Refund / RedemptionAmounts:The manner of payment of interest / refund / redemption in32 Shriram Transport Finance Company Limited