APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

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in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSE. SUMMARY INFORMATION OF OUR CONSOLIDATEDPROFIT AND LOSS ACCOUNT(` in lacs)ParticularsFor the year ended March 31,2013 2012 2011 2010A. Total Income 701,595.80 617,945.97 548,338.22 450,143.12B Total Expenditure 485,329.77 422,194.65 364,584.12 317,686.38C. Net Profit BeforeTaxation (A-B)D Total tax expense /(income)E. Profit after taxfrom continuingoperations (C-D)216,266.03 195,751.32 183,754.10 132,456.7469,877.26 64,876.00 62,041.93 45,146.74146,388.77 130,875.32 121,712.17 87,310.00For further details please refer to the Prospectus.LlLEGAL AND OTHER INFORMATIONRegulations And PoliciesFor further details, please refer page 354 of the Prospectus.B. PENDING PROCEEDINGS And STATUTORY DEFAULTSAs on the date of the Prospectus, there are no defaults inmeeting statutory dues, institutional dues, and towards holdersof instrument like debentures, fixed deposits and arrears oncumulative preference shares, etc, by our Company or by publiccompanies promoted by the same promoter and listed on stockexchange. For futher details please refer to the Prospectus.C. Other Regulatory And Statutory DisclosuresAuthority for the Issue: At the meeting of the Board of Directorsof our Company, held on May 7, 2013, the Directors approvedthe issue of NCDs to the public in one or more tranches, upto anamount not exceeding ` 2,00,000 lacs.Prohibition by SEBI: Our Company, persons in control ofour Company and/or our Promoter have not been restrained,prohibited or debarred by SEBI from accessing the securitiesmarket or dealing in securities and no such order or directionis in force. Further, no member of our promoter group has beenprohibited or debarred by SEBI from accessing the securitiesmarket or dealing in securities due to fraud.Disclaimer Clause of the NSE: As required, a copy of this OfferDocument has been submitted to NSE. NSE has given vide itsletter ref.: NSE/LIST/209048-8 dated July 02, 2013 permissionto the Issuer to use the Exchange’s name in this Offer Documentas one of the stock exchanges on which this Issuer’s securitiesare proposed to be listed. The Exchange has scrutinized this draftoffer document for its limited internal purpose of deciding onthe matter of granting the aforesaid permission to this Issuer. Its to be distinctly understood that the aforesaid permission givenby NSE should not in any way be deemed or construed that theOffer Document has been cleared or approved by NSE; nor doesit in any manner warrant, certify or endorse the correctness orcompleteness of any of the contents of this Offer Document;nor does it warrant that this Issuer’s securities will be listedor will continue to be listed on the Exchange; nor does it takeany responsibility for the financial or other soundness of thisCompany, its promoters, its management or any scheme orproject of this Issuer.Every person who desires to apply for or otherwise acquiresany securities of this Issuer may do so pursuant to independentinquiry, investigation and analysis and shall not have any claimagainst the Exchange whatsoever by reason of any loss whichmay be suffered by such person consequent to or in connectionwith such subscription/acquisition whether by reason ofanything stated or omitted to be stated herein or for any otherreason whatsoever.Disclaimer Clause of the BSE: BSE Limited (“the Exchange”)has given vide its letter dated July 02, 2013, permission to thisCompany to use the Exchange’s name in this offer document asone of the stock exchanges on which this Company’s securitiesare proposed to be listed. The Exchange has scrutinized thisoffer document for its limited internal purpose of deciding on thematter of granting the aforesaid permission to this Company. TheExchange does not in any manner:a. Warrant, certify or endorse the correctness or completeness ofany of the contents of this offer document; orb. Warrant that this Company’s securities will be listed or willcontinue to be listed on the Exchange; orc. Take any responsibility for the financial or other soundness ofthis Company, its promoters, its management or any scheme orproject of this Company;and it should not for any reason be deemed or construed that thisoffer document has been cleared or approved by the Exchange.Every person who desires to apply for or otherwise acquires anysecurities of this Company may do so pursuant to independentinquiry, investigation and analysis and shall not have any claimagainst the Exchange whatsoever by reason of any loss whichmay be suffered by such person consequent to or in connectionwith such subscription/acquisition whether by reason ofanything stated or omitted to be stated herein or for any otherreason whatsoever.Disclaimer Clause of the RBI: THE COMPANY ISHAVING A VALID CERTIFICATE OF REGISTRATIONDATED APRIL 17, 2007 ISSUED BY THE RESERVEBANK OF INDIA UNDER SECTION 45 IA OF THERESERVE BANK OF INDIA ACT, 1934. HOWEVER,THE RBI DOES NOT ACCEPT ANY RESPONSIBILITYOR GUARANTEE ABOUT THE PRESENT POSITIONAS TO THE FINANCIAL SOUNDNESS OF THECOMPANY OR FOR THE CORRECTNESS OF ANY OFTHE STATEMENTS OR REPRESENTATIONS MADEOR OPINIONS EXPRESSED BY THE COMPANY ANDFOR REPAYMENT OF DEPOSITS/ DISCHARGE OFLIABILITY BY THE COMPANY.Track record of past public issues handled by the LeadManagers and Co-Lead Managers:The track record of past issues handled by the Lead Managersand the Co-Lead Managers, as required by SEBI circular numberCIR/MIRSD/1/2012 dated January 10, 2012, are available at thefollowing websites:Name of Lead Manager/ Co- WebsiteLead ManagerJM Financial Institutional www.jmfl.comSecurities Private LimitedA. K. Capital Services Limited www.akcapindia.comHDFC Bank Limitedwww.hdfcbank.comICICI Securities Limited www.icicisecurities.com38 Shriram Transport Finance Company Limited
in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSKarvy Investor Services Limited www.karvy.comRR Investors Capital Services www.rrfinance.com / www.Private Limitedrrfcl.comSMC Capitals Limited www.smccapitals.comTrust Investment Advisors www.trustgroup.co.inPrivate LimitedListing: An application has been made to the NSE and theBSE for permission to deal in and for an official quotation ofour NCDs. NSE has been appointed as the Designated StockExchange.If permissions to deal in and for an official quotation of ourNCDs are not granted by NSE and/or BSE, our Company willforthwith repay, without interest, all moneys received from theApplicants in pursuance of the Prospectus.Our Company shall ensure that all steps for the completionof the necessary formalities for listing and commencement oftrading at all the Stock Exchanges mentioned above are takenwithin 12 Working Days from the date of allotment.For the avoidance of doubt, it is hereby clarified that in the eventof non subscription to any one or more of the Options, suchNCDs with Option(s) shall not be listed.Consents: Consents in writing of: (a) the Directors, (b) ourCompany Secretary and Compliance Officer (c) Bankers to ourCompany and Bankers to the Issue; (d) Lead Managers, (e) Co-Lead Managers; (f) the Registrar to the Issue, (g) Lead Brokersto the Issue, (h) Legal Advisors to the Issue, (i) Credit RatingAgencies and (j) the Debenture Trustee to act in their respectivecapacities, have been obtained and the same will be filed alongwith a copy of the Prospectus with the ROC.The joint consents of the Joint Statutory Auditors of ourCompany, namely S. R. Batliboi & Co. LLP and G. D. Apte & Co.for inclusion of their names as (a) the joint Statutory Auditors,(b) examination reports on Reformatted Consolidated SummaryFinancial Statements and the Reformatted UnconsolidatedSummary Financial Statements in the Prospectus have beenobtained and the same will be filed with the Designated StockExchange along with a copy of the Prospectus.Expert Opinion: Except the following, our Company has notobtained any expert opinions in connection with the Prospectus:Our Company has received consent from its Joint StatutoryAuditors namely, S.R. Batliboi & Co. LLP, Chartered Accountantsand G.D.Apte & Co., Chartered Accountants to include theirname as an expert under Section 58 of the Companies Act, 1956in the Prospectus in relation to the examination report of theAuditor dated June 18, 2013 and statement of tax benefits datedJune 18, 2013 included in the Prospectus and such consent hasnot been withdrawn as on the date of the Prospectus. However,the term “expert” shall not be construed to mean an “expert”” asdefined under the U.S Securities Act, 1933.Common form of Transfer:The Issuer undertakes that thereshall be a common form of transfer for the NCDs and theprovisions of the Companies Act, 1956 and all applicablelaws shall be duly complied with in respect of all transfer ofdebentures and registration thereof.Minimum Subscription: If our Company does not receive theminimum subscription of 75% of the Base Issue, i.e. ` 28,125lacs, the entire subscription shall be refunded to the Applicantswithin 30 days from the date of closure of the Issue. If there isdelay in the refund of subscription by more than 8 days afterour Company becomes liable to refund the subscription amount,our Company will pay interest for the delayed period, at ratesprescribed under sub-sections (2) and (2A) of Section 73 of theCompanies Act, 1956.Filing of the Prospectus with ROC: A copy of the Prospectushas been filed with the Registrar of Companies, Chennai, TamilNadu, in terms of section 56 and section 60 of the Act.Debenture Redemption Reserve: Section 117C of the Actstates that any company that intends to issue debentures mustcreate a DRR to which adequate amounts shall be creditedout of the profits of the company until the redemption of thedebentures. The Ministry of Corporate Affairs has through itsgeneral circular dated February 11, 2013 (“Circular”) clarifiedthat ‘the adequacy’ of DRR for NBFCs registered with the RBIunder Section 45-lA of the RBI (Amendment) Act, 1997 shallbe 25% of the value of debentures issued through a public issueas per the Debt Regulations. The Circular further mandates (a)every company to create/maintain the required DRR before the30 th day of April of each year and (b) deposit or invest, as thecase may be, a sum which shall not be less than 15% of theamount of its debentures maturing during the year ending onthe following 31 st day of March. The abovementioned amountdeposited or invested, must not be utilized for any purpose otherthan for the repayment of debentures maturing during the yearprovided that the amount remaining deposited or invested mustnot at any time fall below 15% of the amount of debenturesmaturing during the period as mentioned above.Issue Related Expenses: The expenses of this Issue include,inter alia, lead management and co-lead management fees andselling commission to lead managers, co-lead managers, leadbrokers,fees payable to debenture trustees and the Registrar tothe Issue, SCSBs’ commission/ fees, printing and distributionexpenses, legal fees, statutory advertisement expenses andlisting fees. The Issue expenses and listing fees will be paid byour Company.The estimated breakdown of the total expenses for the Issue isas follows:ActivityIssueExpenses(` in lacs)As a % oftotal IssueExpensesAs a % ofIssueLead management, 1,180.90 40.77 1.575selling commissionsand brokerageCommission/processing 0.55 0.02 0.001fee for SCSBs andSyndicate for ASBA*Advertising and 1,011.24 34.92 1.348Marketing ExpensesPrinting and Stationery 365.00 12.60 0.487Advisors’ fees 30.06 1.04 0.040Registrar’s fees 16.85 0.58 0.022Other Miscellaneous 291.56 10.07 0.389(legal fees, credit ratingexpenses, listing feesetc.)Total 2,896.16 100.00 3.862*SCSBs would be entitled to a processing fee of ` 15 per BidShriram Transport Finance Company Limited39
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APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

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