APPLICANT'S UNDERTAKINGI/We hereby agree and confirm that:1. I/We have read, understood and agreed to the contents and terms and conditions of SHRIRAM TRANSPORT FINANCE COMPANY LIMITED Prospectus dated July 5, 2013 (“Prospectus”)2. I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith.3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements.4. I/We irrevocably give my/our authority and consent to IDBI Trusteeship Services Limited, to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity.5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s).6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements.7. In making my/our investment decision I/We have relied on my/our own examination of the company and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus.8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for.9. Additional Undertaking, in case of ASBA Applicants:1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Managers/Co-Lead Manager/ Lead Brokers/Sub Brokers and Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the <strong>Application</strong> in the Issue, including uploading my/our application, blocking or unblockingof funds in the bank account maintained with the SCSB as specified in the <strong>Application</strong> <strong>Form</strong>, transfer of funds to the Public Issue Account on receipt of instruction from the Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to theIssue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified <strong>Bank</strong> Account is insufficient as per the <strong>Application</strong>, the SCSB shall reject the <strong>Application</strong>.10. Additional Undertaking in case the Applicant wishes to hold the Bonds in physical form:1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form. 2. I/We confirm that the Information provided in this form is true and correct and I/We enclose herewith self attested copies of the KYC Documents. 3. I/We confirmthat we do not hold any Demat Account.ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORMKYC Documents: (To be submitted only for holding NCDs in Physical <strong>Form</strong>) Self-attested copies of the following documents are required to be submitted by the Applicants as KYC Documents:1. PAN card; 2. Proof of identification in case of <strong>Application</strong>s by or on behalf of the Central or State Government and the officials appointed by the courts and by the Applicants residing in the State of Sikkim; 3. Proof of residence: Any of the following documents shall be considered asa verifiable proof of residence: ● ration card issued by the GoI;or ● valid driving license issued by any transport authority of the Republic of India; or ● electricity bill (not older than three months); or ● landline telephone bill (not older than three months); or ● valid passport issuedby the GoI; or ● voter’s identity card issued by the GoI; or ● Government ID Card; or ● Defence ID Card; or ● passbook or latest bank statement issued by a bank operating in India; or ● registered lease and license agreement or agreement for sale or rent agreement or flat maintenancebill; or ● Aadhaar Letter issued by Unique Identification Authority of India (UIDAI); 4. Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption as applicable, should be credited“For further details pertaining to KYC Documents, see the section titled “<strong>Application</strong>s for Allotment of NCDs in the Physical and Dematerialized <strong>Form</strong>“ on page 10 of this Abridged Prospectus.”Investor Categories:Category I (Institutional Investors)Sub Category Code Category II (Non Institutional Investors)Sub Category Code<strong>Resident</strong> Public Financial Institutions, 11 Partnership firms in the name of the partners 24Statutory Corporations including State Industrial Development Corporations, Commercial <strong>Bank</strong>s,Limited liability partnerships 25Co-operative <strong>Bank</strong>s and Regional Rural <strong>Bank</strong>s 12 Category III (High Net-worth Individuals (“HNIs”))#Sub Category CodeIndian Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 13<strong>Resident</strong> Indian individuals who apply for NCDs aggregatingIndian alternative investment funds registered with SEBI 14to a value more than ` 5 Lacs, across all Series of NCDs 31Indian Insurance Companies registered with the IRDA 15National Investment Fund 16Hindu Undivided Families through the Karta who apply for NCDs aggregating 32Indian Mutual Funds registered with SEBI 17 to a value more than ` 5 Lacs, across all Series of NCDsInsurance funds set up and managed by the Indian army, navy or the air force 18 Category IV (Retail Individual Investors)#Sub Category CodeCategory II (Non Institutional Investors)Sub Category Code <strong>Resident</strong> Indian individuals who apply for NCDs aggregatingCompanies, Bodies Corporate, Societies 21 to a value not more than ` 5 Lacs, across all Series of NCDs 41Public/private/charitable/religious trusts 22 Hindu Undivided Families through the Karta who apply for NCDs aggregating 42<strong>Resident</strong> Indian Scientific and/or industrial research organizations 23 to a value not more than ` 5 Lacs, across all Series of NCDs#Category III and Categroy IV investors are collectively referred as IndividualsIssue Structure:Series I II III IV VFrequency of Interest Payment Annual Annual Monthly Not Applicable Not ApplicableMinimum <strong>Application</strong>` 10,000/- (10 NCDs) (for all Series of NCDs, namely Series I, Series II, Series III, Series IV and Series V either taken individually or collectively)In Multiples of ` 1,000/- (1 NCDs) ` 1,000/- (1 NCDs) ` 1,000/- (1 NCDs) ` 1,000/- (1 NCDs) ` 1,000/- (1 NCDs)Face Value/ Issue Price (`) per NCDs ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000Coupon (% per annum) - (A) 9.65% 9.80% 9.40% Not Applicable Not ApplicableAdditional Incentive on Coupon NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders(% per annum) on Any Record Date - (B) who are who are who are who are who are who areIndividuals Non Individuals Individuals Non Individuals Individuals Non Individuals Not Applicable Not Applicable1.25% Nil 1.35% Nil 1.23% NilAggregate of Coupon and Additional N C D NCD Holders NCD Holders NCD Holders NCD Holders NCD HoldersIncentive on any Record Date Holders who who are who are who are who are who are Not Applicable Not Applicable(% per annum) = (A) + (B) are Individuals Non Individuals Individuals Non Individuals Individuals Non Individuals10.90% 9.65% 11.15% 9.80% 10.63% 9.40%Effective Yield (% per annum) on NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders NCD Holdersany Record Date who are who are who are who are who are who are who are who are who are who areIndividuals Non Individuals Individuals Non Individuals Individuals Non Individuals Individuals Non Individuals Individuals Non Individuals10.90% 9.65% 11.15% 9.80% 11.15% 9.80% 10.90% 9.65% 11.15% 9.80%Mode of Payment of Interest and/ Through Various options availableor Redemption of NCDsTenor Thirty six months Sixty months Sixty months Thirty six months Sixty monthsRedemption DateRedemption Amount (`/NCD)*36 from the Deemed Date ofAllotment.Face Value + accrued interest at theapplicable Coupon at theRedemption Date + AdditionalIncentive for Individual NCDHolders50% redemption at the end of 48months and balance 50% at theend of 60 months from theDeemed Date of Allotment50% of Face Value of the NCDspayable each at end of 48months and at end of 60 monthsfrom Deemed Date of Allotment.Face Value at each stage, shallbe payable with accrued interestat applicable Coupon on date ofredemption + AdditionalIncentive for Individual NCDHolders.SecurityThe principal amount of the NCDs to be issued in terms of the Prospectus together with all interest due on the NCDs, as well as all costs, charges, all fees, remuneration of DebentureTrustee and expenses payable in respect thereof shall be secured by way of first and exclusive charge in favour of the Debenture Trustee on an identified immovable property and specifiedfuture receivables of our Company as may be decided mutually by our Company and the Debenture Trustee. Our Company will create appropriate security in favour of the DebentureTrustee for the NCD Holders on the assets adequate to ensure 100% asset cover for the NCDs, which shall be free from any encumbrances.SenioritySenior, (to clarify, the claims of the NCD Holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements). The NCDs wouldconstitute direct and secured obligations of ours and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also,with regard to the amount invested, be secured by way of first and exclusive charge on the identified immovable property and the specified future loan receivables of our Company.* subject to applicable tax deducted at source, if any.For Grounds of Technical Rejections, please refer page 300 of the ProspectusBasis of Allotment :For details, please refer to instruction 34 on page 21 of this Abridged Prospectus.The details of the collection centers of the Escrow Collection <strong>Bank</strong>s shall be available on the website of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively.TEAR HERE● While submitting the <strong>Application</strong> <strong>Form</strong>, the Applicant should ensure that the date stamp being put on the <strong>Application</strong> COMPANY CONTACT DETAILSREGISTRAR CONTACT DETAILS<strong>Form</strong> by the Lead Managers/Lead Brokers/Sub Brokers/Trading Member/SCSB matches with the date stamp on theAcknowledgement SlipShriram Transport Finance Company Limited,Integrated Enterprises (India) Limited; 2nd Floor, Kences● In case of queries related to allotment/ credit of Allotted NCD/Refund, the Applicants should contact Registrar to the Issue. Registered Office: Mookambika Complex,Towers, No. 1, Ramakrishna Street, North Usman Road,• In case of ASBA <strong>Application</strong> submitted to the SCSBs, the Applicants should contact the relevant SCSB.3 rd Floor, No. 4, Lady Desika Road, Mylapore,T. Nagar, Chennai - 600 017; Tel: + 91 44 28140801• In case of queries related to upload of ASBA Aapplications submitted to the Lead Managers/Lead Brokers/Sub Chennai, Tamil Nadu- 600004 Tel No: +91 44 2499 0356 to 803; Fax:+91 44 28142479; Email: stfcipo@integratedindia.in;Brokers/Trading Members Applicants should contact the relevant Lead Managers/Lead Brokers/Sub Brokers/Trading Fax: +91 44 2499 3272 Compliance Officer and Contact Investor Grievance Email: sureshbabu@integratedindia.in;Members.Person: Mr. Vivek Madhukar Achwal;Website: www.integratedindia.in; Contact Person: Ms. Anusha N /• Acknowledgement is subject to realisation of Cheque/DD/Availability of Funds in the ASBA accountE-mail: stfcncd5comp@stfc.inMr. Sriram S; SEBI Registration No: INR0000005442SHRIRAM TRANSPORT FINANCE COMPANY LIMITED60 months from the DeemedDate of AllotmentFace Value + accrued interestat applicable Coupon at theRedemption Date + AdditionalIncentive for Individual NCDHolders36 months from the DeemedDate of AllotmentNCD Holderswho areIndividuals` 1,364.33per NCDNCD Holderswho are NonIndividuals` 1,318.67per NCD50% redemption at the end of 48months and balance 50% at theend of 60 months from theDeemed Date of AllotmentNCD Holderswho areIndividuals` 763.37 per NCDat end of 48 monthsand ` 848.48 perNCD at end of 60months from theDeemed Date ofAllotmentNCD Holderswho are NonIndividuals` 726.93 per NCDat end of 48 monthsand ` 798.17 perNCD at end of 60months from theDeemed Date ofAllotment
in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSTHIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGESPlease ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in theIssue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in theProspectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.SHRIRAM TRANSPORT FINANCE COMPANY LIMITEDA Public Limited Company Incorporated under the Companies Act, 1956 (Registered as a Non-<strong>Bank</strong>ing Financial Company within themeaning of the Reserve <strong>Bank</strong> of India Act, 1934 (2 of 1934)) Registered Office: Mookambika Complex, 3 rd Floor, No. 4, Lady DesikaRoad, Mylapore, Chennai, Tamil Nadu- 600004 Tel No: +91 44 2499 0356 Fax: +91 44 2499 3272 Corporate Office: WockhardtTowers, Level – 3, West Wing, C-2, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051 Tel No: +91 22 4095 9595Fax: +91 22 4095 9596/97 Website: www.stfc.in Compliance Officer and Contact Person: Mr. Vivek Madhukar Achwal; E-mail:stfcncd5comp@stfc.inPublic Issue by Shriram Transport Finance Company Limited, (“Company” or “Issuer”) of Secured Redeemable Non-Convertible Debentures of face value of ` 1,000 each, (“NCDs”), aggregating upto ` 37,500 lacs with an option to retain oversubscriptionupto ` 37,500 lacs for issuance of additional NCDs aggregating to a total of upto ` 75,000 lacs, hereinafter referredto as the “Issue”. The Issue is being made pursuant to the provisions of Securities and Exchange Board of India (Issue andListing of Debt Securities) Regulations, 2008, as amended (the “Debt Regulations”).GENERAL RISKInvestors are advised to read the Risk Factors, starting on page 17 of the Prospectus carefully before taking an investment decisionin the Issue. For the purpose of taking an investment decision, the investors must rely on their own examination of the Issuer andthe Issue including the risks involved. Specific attention of the investors is invited to the Risk Factors from pages 17 and 39 ofthe Prospectus.ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus contains all informationwith regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in the Prospectus istrue and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed hereinare honestly held and that there are no other facts, the omission of which makes the Prospectus as a whole or any of such informationor the expression of any such opinions or intentions misleading in any material respect.CREDIT RATINGThe NCDs proposed to be issued under this Issue have been rated ‘CRISIL AA/Stable’ by CRISIL for an amount of upto ` 75,000lacs vide its letter dated June 11, 2013 and ‘CARE AA+’ by CARE for an amount of upto ` 75,000 lacs vide its letter dated June12, 2013. The rating of the NCDs by CRISIL indicates high degree of safety regarding timely servicing of financial obligations andcarrying very low credit risk. The rating of NCDs by CARE indicates high degree of safety as regards timely servicing of financialobligations and carrying very low credit risk. The ratings provided by CRISIL and/or CARE may be suspended, withdrawn orrevised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings arenot a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to Annexure 1 ofthe Prospectus for the rationale for the above ratings.LISTINGThe NCDs offered through the Prospectus are proposed to be listed on the National Stock Exchange of India Limited (“NSE”) andthe BSE Limited (“BSE”). Our Company has obtained an ‘in-principle’ approval for the Issue from the NSE vide their letter datedJuly 2, 2013 and from the BSE vide their letter dated July 2, 2013. For the purposes of the Issue, NSE shall be the DesignatedStock Exchange.ISSUE PROGRAMME*ISSUE OPENS ON : JULY 16, 2013 ISSUE CLOSES ON : JULY 29, 2013* The subscription list for the Issue shall remain open for subscription on Working Days during banking hours for the period indicated above, except that the Issue may close on such earlier date or extendeddate as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure or extension of the Issue,our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/sin a leading national daily newspaper.IDBI Trusteeship Services Limited has by its letter dated June 7, 2013 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in allthe subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue. A copy of the final Prospectus has been filed with the Registrar of Companies, Chennai,Tamil Nadu, in terms of section 56 and section 60 of the Act, along with the endorsed/certified copies of all requisite documents. For further details please refer to the section titled “Material Contractsand Documents for Inspection” beginning on page 364 of the Prospectus.Shriram Transport Finance Company Limited3