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APPLICANT'S UNDERTAKING I/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 Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, 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 the Issue 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 Bank Account is insufficient as per the Application, the SCSB shall reject the Application. 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 confirm that we do not hold any Demat Account. ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM KYC Documents: (To be submitted only for holding NCDs in Physical Form) 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 Applications 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 as a 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 issued by 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 maintenance bill; 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 “Applications for Allotment of NCDs in the Physical and Dematerialized Form“ on page 10 of this Abridged Prospectus.” Investor Categories: Category I (Institutional Investors) Sub Category Code Category II (Non Institutional Investors) Sub Category Code Resident Public Financial Institutions, 11 Partnership firms in the name of the partners 24 Statutory Corporations including State Industrial Development Corporations, Commercial Banks, Limited liability partnerships 25 Co-operative Banks and Regional Rural Banks 12 Category III (High Net-worth Individuals (“HNIs”))# Sub Category Code Indian Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 13 Resident Indian individuals who apply for NCDs aggregating Indian alternative investment funds registered with SEBI 14 to a value more than ` 5 Lacs, across all Series of NCDs 31 Indian Insurance Companies registered with the IRDA 15 National Investment Fund 16 Hindu Undivided Families through the Karta who apply for NCDs aggregating 32 Indian Mutual Funds registered with SEBI 17 to a value more than ` 5 Lacs, across all Series of NCDs Insurance funds set up and managed by the Indian army, navy or the air force 18 Category IV (Retail Individual Investors)# Sub Category Code Category II (Non Institutional Investors) Sub Category Code Resident Indian individuals who apply for NCDs aggregating Companies, Bodies Corporate, Societies 21 to a value not more than ` 5 Lacs, across all Series of NCDs 41 Public/private/charitable/religious trusts 22 Hindu Undivided Families through the Karta who apply for NCDs aggregating 42 Resident 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 Individuals Issue Structure: Series I II III IV V Frequency of Interest Payment Annual Annual Monthly Not Applicable Not Applicable Minimum Application ` 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 ` 1,000 Coupon (% per annum) - (A) 9.65% 9.80% 9.40% Not Applicable Not Applicable Additional 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 are Individuals Non Individuals Individuals Non Individuals Individuals Non Individuals Not Applicable Not Applicable 1.25% Nil 1.35% Nil 1.23% Nil Aggregate of Coupon and Additional N C D NCD Holders NCD Holders NCD Holders NCD Holders NCD Holders Incentive 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 Individuals 10.90% 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 Holders any Record Date who are who are who are who are who are who are who are who are who are who are Individuals Non Individuals Individuals Non Individuals Individuals Non Individuals Individuals Non Individuals Individuals Non Individuals 10.90% 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 available or Redemption of NCDs Tenor Thirty six months Sixty months Sixty months Thirty six months Sixty months Redemption Date Redemption Amount (`/NCD)* 36 from the Deemed Date of Allotment. Face Value + accrued interest at the applicable Coupon at the Redemption Date + Additional Incentive for Individual NCD Holders 50% redemption at the end of 48 months and balance 50% at the end of 60 months from the Deemed Date of Allotment 50% of Face Value of the NCDs payable each at end of 48 months and at end of 60 months from Deemed Date of Allotment. Face Value at each stage, shall be payable with accrued interest at applicable Coupon on date of redemption + Additional Incentive for Individual NCD Holders. Security The 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 Debenture Trustee 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 specified future 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 Debenture Trustee for the NCD Holders on the assets adequate to ensure 100% asset cover for the NCDs, which shall be free from any encumbrances. Seniority Senior, (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 would constitute 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 Prospectus Basis 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 Banks shall be available on the website of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively. TEAR HERE ● While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS Form by the Lead Managers/Lead Brokers/Sub Brokers/Trading Member/SCSB matches with the date stamp on the Acknowledgement Slip Shriram 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 Application 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 account E-mail: stfcncd5comp@stfc.in Mr. Sriram S; SEBI Registration No: INR000000544 2 SHRIRAM TRANSPORT FINANCE COMPANY LIMITED 60 months from the Deemed Date of Allotment Face Value + accrued interest at applicable Coupon at the Redemption Date + Additional Incentive for Individual NCD Holders 36 months from the Deemed Date of Allotment NCD Holders who are Individuals ` 1,364.33 per NCD NCD Holders who are Non Individuals ` 1,318.67 per NCD 50% redemption at the end of 48 months and balance 50% at the end of 60 months from the Deemed Date of Allotment NCD Holders who are Individuals ` 763.37 per NCD at end of 48 months and ` 848.48 per NCD at end of 60 months from the Deemed Date of Allotment NCD Holders who are Non Individuals ` 726.93 per NCD at end of 48 months and ` 798.17 per NCD at end of 60 months from the Deemed Date of Allotment
in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference. SHRIRAM TRANSPORT FINANCE COMPANY LIMITED A Public Limited Company Incorporated under the Companies Act, 1956 (Registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 (2 of 1934)) Registered Office: Mookambika Complex, 3 rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu- 600004 Tel No: +91 44 2499 0356 Fax: +91 44 2499 3272 Corporate Office: Wockhardt Towers, Level – 3, West Wing, C-2, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051 Tel No: +91 22 4095 9595 Fax: +91 22 4095 9596/97 Website: www.stfc.in Compliance Officer and Contact Person: Mr. Vivek Madhukar Achwal; E-mail: stfcncd5comp@stfc.in Public 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 oversubscription upto ` 37,500 lacs for issuance of additional NCDs aggregating to a total of upto ` 75,000 lacs, hereinafter referred to as the “Issue”. The Issue is being made pursuant to the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (the “Debt Regulations”). GENERAL RISK Investors are advised to read the Risk Factors, starting on page 17 of the Prospectus carefully before taking an investment decision in the Issue. For the purpose of taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the investors is invited to the Risk Factors from pages 17 and 39 of the Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in the Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The NCDs proposed to be issued under this Issue have been rated ‘CRISIL AA/Stable’ by CRISIL for an amount of upto ` 75,000 lacs vide its letter dated June 11, 2013 and ‘CARE AA+’ by CARE for an amount of upto ` 75,000 lacs vide its letter dated June 12, 2013. The rating of the NCDs by CRISIL indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of NCDs by CARE indicates high degree of safety as regards timely servicing of financial obligations and carrying very low credit risk. The ratings provided by CRISIL and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to Annexure 1 of the Prospectus for the rationale for the above ratings. LISTING The NCDs offered through the Prospectus are proposed to be listed on the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”). Our Company has obtained an ‘in-principle’ approval for the Issue from the NSE vide their letter dated July 2, 2013 and from the BSE vide their letter dated July 2, 2013. For the purposes of the Issue, NSE shall be the Designated Stock 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 extended date 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/s in 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 all the 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 Contracts and Documents for Inspection” beginning on page 364 of the Prospectus. Shriram Transport Finance Company Limited 3
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TRANSPORT

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