APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSDETAILS PERTAINING TO THE ISSUEOur Company and the Lead Managers are not liable for anyamendment or modification or changes in applicable laws orregulations, which may occur after the date of the Prospectus.A. Objects Of The Issue1. Issue Proceeds: The funds raised through this Issue, aftermeeting the expenditures of and related to the Issue, will beused for our various financing activities including lendingand investments, subject to the restrictions contained in theForeign Exchange Management (Borrowing and Lending inRupee) Regulations, 2000, and other applicable statutory and/or regulatory requirements, to repay our existing loans and ourbusiness operations including for our capital expenditure andworking capital requirements.The Main Objects clause of the Memorandum of Association ofour Company permits our Company to undertake the activities forwhich the funds are being raised through the present Issue and alsothe activities which our Company has been carrying on till date.Further, in accordance with the Debt Regulations, our Companywill not utilize the proceeds of the Issue for providing loans toor acquisitions of shares of any person who is a part of the samegroup as our Company or who is under the same managementas our Company.The Issue proceeds shall not be utilized towards full or partconsideration for the purchase or any other acquisition, inter aliaby way of a lease, of any immovable property.Further, the Company undertakes that Issue proceeds from NCDsallotted to banks shall not be used for any purpose which may be incontravention of the RBI guidelines on bank financing to NBFCsincluding those relating to classification as capital market exposureor any other sectors that are prohibited under the RBI regulations.2. Interim Use of Proceeds: For further details, please refer tothe page on 119 of the Prospectus.3. Monitoring of Utilization of Funds: For further details,please refer to the page on 119 of the Prospectus.b. issue procedurePROCeDURE FOR APPLICATION4. Availability of Prospectus and Application Forms: Pleasenote that there is a single Application Form for ASBAApplicants as well as Non-ASBA Applicants who are PersonsResident in India.Physical copies of the abridged Prospectus containing the salientfeatures of the Prospectus together with Application Forms maybe obtained from:(a) Our Company’s Registered Office and Corporate Office;(b) Offices of the Lead Managers, Co-Lead Managers, LeadBrokers and sub-brokers;(c) Trading Members; and(d) Designated Branches of the SCSBs.Electronic Application Forms may be available for downloadon the websites of the Stock Exchanges and on the websitesof the SCSBs that permit submission of ASBA Applicationselectronically. A unique application number (“UAN”) will begenerated for every Application Form downloaded from thewebsites of the Stock Exchanges. Our Company may alsoprovide Application Forms for being downloaded and filled atsuch websites as it may deem fit. In addition, brokers havingonline demat account portals may also provide a facility ofsubmitting the Application Forms virtually online to theiraccount holders.Trading Members of the Stock Exchanges can downloadApplication Forms from the websites of the Stock Exchanges.Further, Application Forms will be provided to Trading Membersof the Stock Exchanges at their request.On a request being made by any Applicant before the IssueClosing Date, physical copies of the Prospectus and ApplicationForm can be obtained from the Company’s Registered andCorporate Office, as well as offices of the Lead Managers andthe Co-Lead Managers. Electronic copies of the Prospectus willbe available on the websites of the Lead Managers, the Co-Lead Managers, the Designated Stock Exchange, SEBI and theSCSBs.5. Who are eligible to apply for NCDs? The followingcategories of persons are eligible to apply in the Issue:Category I : Institutional Investors:• Resident public financial institutions as specified in Section 4A of the Companies Act, 1956, authorized to invest in the NCDs;• Statutory corporations including State Industrial DevelopmentCorporations, commercial banks, co-operative banks andregional rural banks incorporated in India and authorized toinvest in the NCDs;• Indian Provident funds, pension funds, superannuation fundsand gratuity funds, authorized to invest in the NCDs;• Indian alternative investment funds registered with SEBI;• Indian insurance companies registered with the IRDA;• Indian Mutual Funds registered with SEBI;• National Investment Fund set up pursuant to the resolutionF. No. 2/3/2005-DD-II dated November 23, 2005 by theGovernment of India; andInsurance funds set up and managed by the Indian army, navyor the air force of the Union of India or by the Department ofPosts, IndiaCategory II: Non Institutional Investors:• Companies, bodies corporate and societies, registered underthe applicable laws in India, and authorized to invest in theNCDs;• Trusts settled under the Indian Trusts Act, 1882, public/privatecharitable/religious trusts settled and/or registered in India underapplicable laws, which are authorized to invest in the NCDs;• Resident Indian scientific and/or industrial researchorganizations, authorized to invest in the NCDs;• Partnership firms formed under applicable laws in India in thename of the partners, authorized to invest in the NCDs; andLimited Liability Partnerships formed and registered under theprovisions of the Limited Liability Partnership Act, 2008 (No. 6 of2009), authorized to invest in the NCDs.Category III: High Net-worth Individual, (“HNIs”), Investors• Resident Indian individuals who apply for NCDs aggregating toa value more than ` 5 lacs, across all Series of NCDs; and• Hindu Undivided Families through the Karta who apply forNCDs aggregating to a value more than ` 5 lacs, across all Seriesof NCDs.Category IV: Retail Individual Investors• Resident Indian individuals who apply for NCDs aggregating toa value not more than ` 5 lacs, across all Series of NCDs; andShriram Transport Finance Company Limited7