APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS96. Listing:The NCDs offered through the Draft Prospectus and theProspectus are proposed to be listed on the BSE and the NSE.Our Company has obtained an ‘in-principle’ approval for theIssue from the BSE vide their letter dated July 2, 2013 and fromNSE vide their letter dated July 2, 2013. For the purposes of theIssue, NSE shall be the Designated Stock Exchange.If permissions to deal in and for an official quotation of the NCDsare not granted by the Designated Stock Exchange, the Companywill forthwith repay, without interest, all such moneys receivedfrom the Applicants pursuant to the Prospectus. If such money isnot repaid within eight days after the Company becomes liableto repay it, our Company and every officer in default will onand from such expiry of eight days be liable to repay the money,with interest at the rate of 15% p.a. as prescribed under Section73 of the Companies Act. Our Company will use best effortsto ensure that all steps for the completion of the necessaryformalities for listing at the Stock Exchanges are taken within12 Working Days of the Issue Closing Date. Our Company shalluse best efforts to ensure that all steps for completion of thenecessary formalities for commencement of trading at the StockExchange where the NCDs are proposed to be listed are takenwithin 12 Working Days from the Issue Closing Date. For theavoidance of doubt, it is hereby clarified that in the event of nonsubscription to any one or more of the Series, such Series(s) ofNCDs shall not be listed.DETAILS PERTAINING TO THE COMPANYa. General InformationShriram Transport Finance Company LimitedDate of Incorporation: June 30, 1979. Our Company wasincorporated as a public limited company under the provisionsof the Act.Registered Office:Mookambika Complex, 3 rd Floor, No. 4, Lady Desika Road,Mylapore, Chennai, Tamil Nadu – 600004.Registration:Corporate Identification Number: L65191TN1979PLC007874issued by the Registrar of Companies, Tamil Nadu.Our Company holds a certificate of registration dated September4, 2000 bearing registration no. A-07-00459 issued by the RBIto carry on the activities of a NBFC under section 45 IA of theRBI Act, 1934, which has been renewed on April 17, 2007,(bearing registration no. 07-00459).b. Details of share capitalThe share capital of our Company as at date of the Prospectus isset forth below:Share CapitalRupees inlacsAuthorised Share Capital39, 70, 00, 000 Equity Shares of ` 10/- each 39,7002,00,00,000 Preference Shares of ` 100/- each 20,000Total 59,700Issued22,69,18,077 Equity Shares of ` 10 /- each 22,691.81Share CapitalSubscribedRupees inlacs22,69,18,077Equity Shares of ` 10 /- each 22,691.81Paid-up Share Capital22,68,63,936 Equity Shares of ` 10/- each 22,686.3948,000 Equity Shares of ` 10/- each, paid up ` 2.405/- eachTotal 22,688.79For further details, please refer page 73 of the Prospectus.c. Our ManagementBoard of Directors: The general superintendence, direction andmanagement of our affairs and business are vested in our Boardof Directors. We have not appointed any ‘manager’ within themeaning thereof under the provisions of the Act. As on the dateof the Prospectus, we have 10 (Ten) Directors on our Board.NameDesignationMr. Arun DuggalNon Executive ChairmanMr. Umesh Govind Revankar Managing DirectorMr. Ramachandran Sridhar Non-Executive and Non-Independent DirectorMr. Sumati Prasad MishrilalBafnaMr. Mayashanker VermaMr. Puneet BhatiaMr. LakshminarayananSubramanianMr. Ranvir DewanMrs. Kishori UdeshiMr. Amitabh ChaudhryD. Our SubsidiariesNon-Executive and IndependentDirectorNon-Executive and IndependentDirectorNon-Executive and Non-Independent DirectorNon-Executive and IndependentDirectorNon-Executive and Non-Independent DirectorNon- Executive and IndependentDirectorNon- Executive and IndependentDirectorAs on the date of the Prospectus our Company has the followingthree subsidiaries:1. Shriram Equipment Finance Company Limited,(“SEFCL”): SEFCL was incorporated pursuant to a certificateof incorporation dated December 15, 2009 issued by theRegistrar of Companies, Chennai, Tamil Nadu, and having itsregistered office situated at Mookambika Complex, 3 rd Floor,No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu,India - 600004.2. Shriram Automall India Limited, (“SAIL”): SAIL wasincorporated pursuant to a certificate of incorporation datedFebruary 11, 2010 issued by the Registrar of Companies,Chennai, Tamil Nadu and having its registered office situatedat Mookambika Complex, 3 rd Floor, No. 4, Lady Desika Road,Mylapore, Chennai, Tamil Nadu, India - 600004.36 Shriram Transport Finance Company Limited