APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS80. Loan against NCDs: Pursuant to RBI Circular dated June27, 2013, our Company, being an NBFC, is not permitted toextend any loans against the security of its NCDs.81. Buy Back of NCDs: Our Company may, at its sole discretion,from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of NCDs, upon such termsand conditions as may be decided by our Company.Our Company may from time to time invite the NCD Holdersto offer the NCDs held by them through one or more buy-backschemes and/or letters of offer upon such terms and conditionsas our Company may from time to time determine, subjectto applicable statutory and/or regulatory requirements. SuchNCDs which are bought back may be extinguished, re-issuedand/or resold in the open market with a view of strengtheningthe liquidity of the NCDs in the market, subject to applicablestatutory and/or regulatory requirements.82. Procedure for Redemption by NCD Holders:The procedure for redemption is set out below:NCDs held in physical form: No action would ordinarilybe required on the part of the NCD Holder at the time ofredemption and the redemption proceeds would be paid tothose NCD Holders whose names stand in the register ofNCD Holders maintained by us on the record date fixed forthe purpose of Redemption. However, our Company mayrequire that the NCD certificate(s), duly discharged by thesole holder/all the joint-holders (signed on the reverse of theNCD certificate(s)) be surrendered for redemption on maturityand should be sent by the NCD Holder(s) by Registered Postwith acknowledgment due or by hand delivery to our officeor to such persons at such addresses as may be notified byus from time to time. NCD Holder(s) may be requestedto surrender the NCD certificate(s) in the manner as statedabove, not more than three months and not less than one monthprior to the redemption date so as to facilitate timely payment.We may at our discretion redeem the NCDs without therequirement of surrendering of the NCD certificates by theholder(s) thereof. In case we decide to do so, the holders ofNCDs need not submit the NCD certificates to us and theredemption proceeds would be paid to those NCD Holderswhose names stand in the register of NCD Holders maintainedby us on the record date fixed for the purpose of redemptionof NCDs. In such case, the NCD certificates would be deemedto have been cancelled. Also see the para “Payment onRedemption” given below.Please note that with respect to Series II and Series V NCDs, ourliability to NCD Holder(s) to the extent of the value of the NCDspartly redeemed and repaid at the end of forty eight months,towards his/their rights including for payment or otherwise shallstand extinguished from the date of payment of the redemptionamount at the end of forty eight months. The NCD certificate(s)for all Series II and Series V NCDs shall stand extinguishedto the extent of the amount partly redeemed upon redemptionof the corresponding value of the NCD(s), at the end of fortyeight months. It is clarified that for debenture holders holdingSeries II ans Series V of NCDs in the physical form, uponthe part redemption thereof, at the end of 48 months from theDeemed Date of Allotment, our Company shall issue fresh NCDcertificates for the remaining outstanding Face Value of theNCDs and shall cancel the existing NCD Certificates (in lightof the extent of the Face Value of the NCDs which are redeemedat the end of 48 months from the Deemed Date of Allotment)NCDs held in electronic form: No action is required on thepart of NCD Holder(s) at the time of redemption of NCDs.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.83. Payment on Redemption:The manner of payment of redemption is set out below:NCDs held in physical form: The payment on redemptionof the NCDs will be made by way of cheque/pay order/electronic modes. However, if our Company so requires,the aforementioned payment would only be made on thesurrender of NCD certificate(s), duly discharged by the soleholder / all the joint-holders (signed on the reverse of theNCD certificate(s). Dispatch of cheques/pay order, etc. inrespect of such payment will be made on the RedemptionDate or (if so requested by our Company in this regard)within a period of 30 days from the date of receipt of theduly discharged NCD certificate.In case we decide to do so, the redemption proceeds in themanner stated above would be paid on the Redemption Dateto those NCD Holders whose names stand in the register ofNCD Holders maintained by us/Registrar to the Issue on therecord date fixed for the purpose of Redemption. Hence thetransferees, if any, should ensure lodgment of the transferdocuments with us at least 7 (seven) days prior to the recorddate. In case the transfer documents are not lodged with us atleast 7 (seven) days prior to the record date and we dispatchthe redemption proceeds to the transferor, claims in respectof the redemption proceeds should be settled amongst theparties inter se and no claim or action shall lie against us orthe Registrars.Our liability to holder(s) towards his/their rights includingfor payment or otherwise shall stand extinguished from thedate of redemption in all events and when we dispatch theredemption amounts to the NCD Holder(s).Further, we will not be liable to pay any interest, income orcompensation of any kind from the date of redemption of theNCD(s).NCDs held in electronic form: On the redemption date,redemption proceeds would be paid by cheque /pay order /electronic mode to those NCD Holders whose names appearon the list of beneficial owners given by the Depositories tous. These names would be as per the Depositories’ records onthe record date fixed for the purpose of redemption. TheseNCDs will be simultaneously extinguished to the extent ofthe amount redeemed through appropriate debit corporateaction upon redemption of the corresponding value of the34 Shriram Transport Finance Company Limited