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, 3rd 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: [email protected] 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 over- subscription 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 ex- tended 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 IN THE NATURE OF FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS DETAILS RELATING TO ENTITIES ASSOCIATED WITH THE ISSUE LEAD MANAGERS TO THE ISSUE ICICI Securities Limited * ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020, Maharashtra, India JM Financial Institutional Securities Private Limited Tel: +91 22 2288 2460 141 Maker Chambers III, Fax: +91 22 2282 6580 Nariman Point E-mail: [email protected] Mumbai - 400 021 Investor Grievance Email: [email protected] Tel: +91 22 6630 3030 Contact Person: Manvendra Tiwari Fax: +91 22 2204 7185 Compliance Officer: Mr. Subir Saha Email: [email protected] (Email: [email protected]) Investor Grievance Email: [email protected] SEBI Registration No: INM000011179 Website: www.jmfl.com *SEBI registration of ICICI Securities Limited expires on July 8, 2013 and Contact Person: Ms. Lakshmi Lakshmanan the application for renewal of certificate of registration was made by ICICI Compliance Officer: Mr. Chintal Sakaria Securities Limited to SEBI on March 20, 2013 as required under Regulation 8A (Email: [email protected]) (1) of SEBI (Merchant Bankers) Regulations,1992. The approval of SEBI in this SEBI Registration No.: INM000010361 regard is awaited. CO-LEAD MANAGERS TO THE ISSUE Karvy Investor Services Limited 702, Hallmark Business Plaza, A. K. Capital Services Limited 7th Floor, Sant Dynaneshwar Marg, 30-39, Free Press House, Opp Gurunanak Hospital, Bandra (East), Free Press Journal Marg, Mumbai- 400051. 215 Nariman Point, Tel: +91 22 6149 1500 Mumbai - 400 021. Fax: +91 22 6149 1515 Tel: +91 22 6754 6500 E-mail: [email protected] Fax: +91 22 6610 0594 Investor Grievance Email: [email protected] Email: [email protected] Website: www.karvy.com Investor Grievance Email: [email protected] Contact Person: Mr. Sumit Singh Website: www.akcapindia.com Compliance Officer: Mr. V. Madhusudhan Rao Contact Person: Ms. Akshata Tambe/ (Email: [email protected]) Mr. Siddharth Shah SEBI Registration No: INM000008365 Compliance Officer: Mr. Vikas Agarwal ** (Email: [email protected]) RR Investors Capital Services Private Limited SEBI Registration No: INM000010411 47, M.M Road, Rani Jhansi Marg, Jhandewalan, New Delhi- 110055. Tel: +91 11 23636362/63 HDFC Bank Limited Fax: +91 11 2363 6746 Investment Banking Division, Email: [email protected] Trade World ‘A’ Wing, st Investor Grievance Email: [email protected] 1 Floor, Kamala Mills, Website: www.rrfinance.com/ www.rrfcl.com Senapati Bapat Marg, Contact Person: Mr. Sandeep Mahajan Lower Parel (W), Compliance Officer: Mr. Sandeep Mahajan Mumbai 400 013, India Tel: +91 22 3383 9197 (Email: [email protected]) Fax: +91 22 4080 4114 SEBI Registration No: INM00000758 ** E-mail: [email protected] SEBI registration of RR Investors Capital Services Private Limited has expired on May 31, 2013 and the application for renewal of certificate of Investor Grievance e-mail: registration was made by RR Investors Capital Services Private Limited to SEBI [email protected] on February 13, 2013 as required under Regulation 8A (1) of SEBI (Merchant Bankers) Regulations,1992. SEBI, in its reply to the aforementioned application Website: www.hdfcbank.com has directed RR Investors Capital Services Private Limited to furnish certain Contact Person: Amit Kr. Singh documents/information and RR Investors Capital Services Private Limited has furnished the same vide its letter dated March 26, 2013. The approval of SEBI Compliance Officer: Mr. Manoj Nadkarni in this regard is awaited. (Email: [email protected]) SEBI Registration Number: INM000011252 4 Shriram Transport Finance Company Limited IN THE NATURE OF FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS SMC Capitals Limited IDBI Trusteeship Services Limited has by its letter dated June 7, 302-303, Enterprise Centre, 2013 given its consent for its appointment as Debenture Trustee to Near Orchid Hotel, the Issue and for its name to be included in the Prospectus and in Nehru Road, Vile Parle (E), all the subsequent periodical communications sent to the holders Mumbai- 400 099. of the Debentures issued pursuant to this Issue.