Draft Prospectus June 6, 2011

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, Myalpore, Chennai, Tamil Nadu- 600004 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. K. Prakash; E-mail: stfcncd3comp@stfc.in

Public Issue by Shriram Transport Finance Company Limited, (Company or Issuer) of Secured Non-Convertible Debentures of face value of ` 1,000 each, (NCDs), aggregating upto ` 50,000 lacs with an option to retain over-subscription upto ` 50,000 lacs for issuance of additional NCDs aggregating to a total of upto ` 1,00,000 lacs, hereinafter referred to as the Issue. GENERAL RISK
Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For 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 on pages 14 to 32 of this Draft Prospectus.

ISSUERS ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft 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 this Draft 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 this Draft 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 AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. 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 page 41 for the rationale for the above ratings.

PUBLIC COMMENTS
This Draft Prospectus is open for public comments. All comments on this Draft Prospectus are to be forwarded to the attention of Mr. K. Prakash, Compliance Officer at the following address: Wockhardt Towers, Level-3, West Wing, C2, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel. No. +91 22 4095 9595 Fax: +91-22 4095 9597/96; E-mail: stfcncd3comp@stfc.in. All comments MUST be received by the Issuer within 7 working days of hosting this Draft Prospectus on the website of the Designated Stock Exchange. Comments by post, fax and email shall be accepted, however please note that all comments by post must be received by the Issuer by 5 p.m. on the 7th working day from the date on which this Draft Prospectus is hosted on the website of the Designated Stock Exchange

LISTING
The NCDs offered through this Draft Prospectus are proposed to be listed on the National Stock Exchange of India Limited (NSE). Our Company has obtained an in-principle approval for the Issue from the NSE vide their letter dated []. For the purposes of the Issue, NSE shall be the Designated Stock Exchange.

LEAD MANAGERS TO THE ISSUE

CO-LEAD MANAGERS TO THE ISSUE

REGISTRAR TO THE ISSUE

JM Financial Consultants Private Limited 141 Maker Chambers III Nariman Point Mumbai 400 021 Tel : + 91 22 6630 3030 Fax: +91 22 2204 2137 Email: stfcbondissue@jmfinancial.in Investor Grievance Email: grievance.ibd@jmfinancial .in Website: www.jmfinancial.in Contact Person : Ms. Lakshmi Lakshmanan Compliance Officer: Mr. Chintal Sakaria SEBI Registration No.: INM000010361

ICICI Securities Limited ICICI Centre, H.T. Parekh Marg, Churchgate Mumbai- 400 020 Tel: +91 22 2288 2460 Fax: +91 22 2282 6580 Email: stfc.debtissue@icicisecurities.com Investor Grievance Email: customercare@icicisecurities.com Website: www.icicisecurities.com Contact Person: Mr. Mangesh Ghogle SEBI Registration No:INM000011179

RR Investors Capital Services (P) Limited 133A, Mittal Tower, A Wing, Nariman Point, Mumbai-400 021 Tel: 022 22886627/28 Fax: 022 22851925 Email: stfcncd@rrfcl.com Investor Greivance Email:rrinvestors@rrfcl.com Website: www.rrfcl.com Contact Person: Mr. Brahmdutta Singh Compliance Officer: Mr. Sandeep Mahajan SEBI Registration No. INM000007508

Karvy Investor Services Limited Regent Chambers, 2nd floor Nariman Point, Mumbai 400021 Tel : +91 22 2289 5000 Fax: +91 22 3020 4040 Email: stfcbonds2011@karvy.com Investor Grievance Email: cmg@karvy.com Website: www.karvy.com Contact Person: Mr. Madhav Mehta SEBI Registration No: INM000008365

Integrated Enterprises (India) Limited 2nd Floor, Kences Towers, No. 1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017 Tel: +91 44 2814 0801, +91 44 2814 0802, +91 44 2814 0803 Fax: +91 44 2814 2479 Email: stfcipo@iepindia.com Investor Grievance Email: sureshbabu@iepindia.com Website: www.iepindia.com Contact Person: Ms. Anusha N and Mr. Sriram S SEBI Registration No.: INR000000544

ISSUE PROGRAMME*
ISSUE OPENS ON : [], 2011 ISSUE CLOSES ON : [], 2011 * The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours on the dates indicated above or earlier or on such 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 of subscription list of the Issue, our Company shall ensure that notice of such early closure is given one day prior to such early date of closure through advertisement/s in a leading national daily newspaper. IDBI Trusteeship Services Limited has by its letter dated May 13, 2011 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Draft 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 shall be filed with the Registrar of Companies, Chennai, Tamil Nadu, in terms of section 56 and section 60 of the Act, along with the requisite 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 247 of this Draft Prospectus.

Draft Prospectus June 6, 2011

TABLE OF CONTENTS SECTION I : GENERAL ...............................................................................................................................................................................3 Definitions / Abbreviations ...............................................................................................................................................................................3 Forward Looking Statements...........................................................................................................................................................................11 Presentation of Financial and Other Information...ix SECTION II : RISK FACTORS..................................................................................................................................................................14 SECTION III : INTRODUCTION ..............................................................................................................................................................33 General Information ........................................................................................................................................................................................33 Summary of Business, Strength & Strategy ....................................................................................................................................................43 The Issue .........................................................................................................................................................................................................49 Summary Financial Information......................................................................................................................................................................49 Capital Structure..............................................................................................................................................................................................63 Objects of the Issue .........................................................................................................................................................................................93 Statement of Tax Benefits ...............................................................................................................................................................................94 SECTION IV : ABOUT THE ISSUER COMPANY AND THE INDUSTRY .........................................................................................98 Industry............................................................................................................................................................................................................98 Our Business..................................................................................................................................................................................................105 History, Main Objects and Key Agreements .................................................................................................................................................125 Our Management ...........................................................................................................................................................................................131 Our Promoter .................................................................................................................................................................................................143 Our Subsidiaries ............................................................................................................................................................................................146 SECTION V : FINANCIAL INFORMATION.........................................................................................................................................149 Disclosures on Existing Financial Indebtedness............................................................................................................................................150 Material Developments .................................................................................................................................................................................186 SECTION VI : ISSUE RELATED INFORMATION ..............................................................................................................................187 Terms Of The Issue .......................................................................................................................................................................................187 Issue Structure ...............................................................................................................................................................................................190 Issue Procedure..............................................................................................................................................................................................202 SECTION VII : LEGAL AND OTHER INFORMATION .....................................................................................................................214 Pending Proceedings and Statutory Defaults .................................................................................................................................................214 Other Regulatory and Statutory Disclosures .................................................................................................................................................217 Regulations and Policies................................................................................................................................................................................238 Summary of Key Provisions of Articles of Association................................................................................................................................245 Material Contracts and Documents for Inspection ........................................................................................................................................247 Declaration ....................................................................................................................................................................................................249

SECTION I : GENERAL DEFINITIONS / ABBREVIATIONS Company related terms Term "STFCL", "Issuer", the Company and our Company Description Shriram Transport Finance Company Limited, a company incorporated under the Companies Act, 1956, registered as a Non-Banking Financial Company with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, and having its Registered Office at Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Myalpore, Chennai, Tamil Nadu- 600004 Articles of Association of our Company The Board of Directors of our Company and includes any Committee thereof from time to time 0.01% Compulsorily Convertible Preference Shares of face value of ` 100 each issued by Shriram Equipment Finance Company Limited The report titled Commercial Vehicle Finance- A Comparitive Study, June 2011 prepared by Dun and Bradstreet Director Identification Number Companys Employee Stock Option Scheme 2005 Equity shares of face value of ` 10/- each of our Company Fitch Ratings India Private Limited ICRA Limited Assets under financing activities Management Information System of our Company Memorandum of Association of our Company Assets under financing activities net of Provision for non-performing assets Newbridge India Investments II Limited Net Asset Value Non-Banking Financial Company as defined under Section 45-IA of the RBI Act, 1934 Non Performing Asset

AOA/Articles / Articles of Association Board / Board of Directors

CCPS

D&B Research Report

DIN ESOP/ESOS Equity Shares FITCH ICRA Loan Assets MIS Memorandum / MOA Net Loan Assets Newbridge NAV NBFC

NPA

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Term Promoter ` / Rs./ INR/ Rupees Reformatted Consolidated Summary Financial Statements

Description Shriram Holdings (Madras) Private Limited The lawful currency of the Republic of India The statement of reformatted consolidated assets and liabilities of the Group as at March 31, 2010 and as at March 31, 2011 and the related statement of reformatted consolidated profit and loss account and the related statement of reformatted consolidated cash flow for the financial years ended March 31, 2010 and March 31, 2011, extracted from the audited consolidated balance sheet of our Company, its subsidiaries and associate as at March 31, 2010 and as at March 31, 2011 and the related consolidated profit and loss account and consolidated cash flow statement for the financial years ended March 31, 2010 and March 31, 2011 as jointly examined by our Companys Statutory Auditors, M/s. S. R. Batliboi & Co. and M/s.G. D. Apte & Co. The statement of reformatted unconsolidated assets and liabilities of our Company, and the related statement of reformatted unconsolidated profit and loss account of our Company and the related statement of reformatted unconsolidated cash flow of our Company as at and for the years ended March 31, 2007, 2008, 2009, 2010 and 2011, extracted from the audited unconsolidated financial statements as at and for the years ended March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011 as jointly examined by our Companys Statutory Auditors, M/s. S. R. Batliboi & Co. and M/s.G. D. Apte & Co. Shriram Automall India Limited Shriram Capital Limited (Formerly known as Shriram Financial Services Holdings Private Limited) Shriram Equipment Finance Company Limited Share Subscription Agreement dated February 2, 2006, as amended on September 12, 2008 between Newbridge India Investments II Limited, the founders (as defined therein), Mr. R. Thyagarajan, Mr. T. Jayaraman, Mr. AVS Raja and Shriram Financial Services Holding Private Limited (now known as SCL), Shriram Recon Trucks Limited, Shriram Holdings (Madras) Private Limited and SOFL Shriram Investments Limited The scheme of arrangement and amalgamation of the erstwhile SIL, with our Company vide order of Honble High Court of Madras passed on November 25, 2005 Shriram Overseas Finance Limited The scheme of arrangement and amalgamation of the erstwhile SOFL with our Company vide order of Honble High Court of Madras passed on December 1, 2006 Shriram Ownership Trust -4-

Reformatted Unconsolidated Summary Financial Statements

SAIL SCL

SEFCL Share Subscription Agreement

SIL SIL Scheme of Merger

SOFL SOFL Scheme of Merger

SOT

Term Statutory Auditors

Description Our joint statutory auditors being M/s. S. R. Batliboi & Co. and M/s. G. D. Apte & Co. Subsidiaries of our Company namely Shriram Equipment Finance Company Limited and Shriram Automall India Limited Our Company and/or its Subsidiaries, unless the context otherwise requires

Subsidiaries

We, us and our Issue related terms Term Allotment / Allotted

Description Unless the context otherwise requires, the allotment of the NCDs pursuant to the Issue to the Allottees The successful applicant to whom the NCDs are being/have been allotted The form used by an applicant to apply for NCDs being issued through the Prospectus The bank(s) with whom Escrow Accounts will be opened as specified on page 204 of this Draft Prospectus Public Issue of NCDs by our Company aggregating upto ` 50,000 lacs The basis on which NCDs will be allotted to applicants under the Issue and which is described in Issue Procedure Basis of Allotment on page 211 of this Draft Prospectus. The right of our Company to redeem Option I NCDs at the expiry of 48 months from the Deemed Date of Allotment Credit Analysis and Research Limited RR Investors Capital Services (P) Limited and Karvy Investor Services Limited CRISIL Limited The report on Retail Finance Auto Annual Review, January 2010 prepared by CRISIL Secured, Redeemable, Non-Convertible Debentures offered through this Draft Prospectus aggregating upto ` 50,000 lacs with an option to retain oversubscription upto ` 50,000 lacs for issuance of additional NCDs aggregating to a total of upto ` 1,00,000 lacs. The holders of the NCDs The listing agreement entered into/to be entered into between our Company and the relevant stock exchange(s) in connection with the listing of debt securities of our Company -5-

Allottee Application Form

Bankers to the Issue/Escrow Collection Banks Base Issue Basis of Allotment

Call Option

CARE Co-Lead Managers CRISIL CRISIL Report

Debentures / NCDs

Debenture Holder (s) Debt Listing Agreement

Term Debt Regulations

Description SEBI (Issue and Listing of Debt Securities) Regulations, 2008, issued by SEBI, effective from June 6, 2008 as amended from time to time The date of issue of the Allotment Advice / regret. Details of the investor such as address, bank account details for printing on refund orders and occupation, which are based on the details provided by the Applicant in the Application Form. The Depositories Act, 1996, as amended from time to time National Securities Depository Limited (NSDL) and /or Central Depository Services (India) Limited (CDSL) A depository participant as defined under the Depositories Act National Stock Exchange of India Limited This draft prospectus dated June 6, 2011 filed with NSE for receiving public comments in accordance with the provisions of the Act and the Debt Regulations The date, 48 months after the expiry of the Deemed Date of Allotment , after which our Company has the right to exercise its Call Option with respect to Option I NCDs The period of 30 days from the Early Redemption (Call) Date within which our Company has the right to exercise its Call Option with respect to Option I NCDs The date, 48 months after the expiry of the Deemed Date of Allotment Date, after which a holder of Option I NCDs has the right to exercise his Put Option with respect to the Option I NCDs held by him The period of 30 days from the Early Redemption (Put) Date within which a holder of Option I NCDs has the right to exercise his Put Option with respect to the Option I NCDs held by him Agreement dated [] entered into amongst our Company, the Registrar, the Escrow Collection Bank(s), the Lead Managers and the Co-Lead Managers for collection of the application amounts and for remitting refunds, if any, of the amounts collected, to the applicants on the terms and conditions contained therein Accounts opened in connection with the Issue with the Escrow Collection Banks and in whose favour the applicant will issue cheques or bank drafts in respect of the application amount while submitting the application Portion of applications received from Category I of persons eligible to apply for the issue which includes Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Funds, which are authorised to invest in the NCDs, Venture Capital funds registered with SEBI, Insurance -6-

Deemed Date of Allotment Demographic Details

Depositories Act Depository(ies)

DP / Depository Participant Designated Stock Exchange Draft Prospectus / Draft Offer Document Early Redemption (Call) Date

Early Redemption (Call) Period

Early Redemption (Put) Date

Early Redemption (Put) Period

Escrow Agreement

Escrow Account

Institutional Portion

Term

Description Companies registered with the IRDA, National Investment Fund; and Mutual Funds

Issue

Public Issue by our Company of NCDs aggregating upto ` 50,000 lacs with an option to retain over-subscription upto ` 50,000 lacs for issuance of additional NCDs aggregating to a total of upto ` 1,00,000 lacs. [], 2011 [], 2011 [] JM Financial Consultants Private Limited and ICICI Securities Limited One NCD Category II of persons eligible to apply for the issue which includes Companies, Bodies Corporate and Societies registered under the applicable laws in India and authorised to invest in NCDs, Public/Private Charitable/Religious Trusts which are authorised to invest in the NCDs, Scientific and/or Industrial Research Organisations, which are authorised to invest in the NCDs, Partnership Firms in the name of the partners and Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) Options being offered to the applicants as stated in the section titled Issue Related Information beginning on page 187 of this Draft Prospectus The Prospectus dated [], 2011 issued and filed/to be filed with the ROC in accordance with the Debt Regulations containing inter alia the coupon rate for the NCDs and certain other information The right of holders of Option I NCDs to seek redemption of such Option I NCDs held by them at the expiry of 48 months, from the Deemed Date of Allotment, Integrated Enterprises (India) Limited Any person who has completed the age of 60 years as on the date of the Prospectus Trustees for the Debenture Holders in this case being IDBI Trusteeship Services Limited

Issue Opening Date Issue Closing Date Lead Brokers Lead Managers Market Lot Non-Institutional Portion

Options

Prospectus / Offer Document

Put Option

Registrar to the Issue Senior Citizen

Trustees / Debenture Trustee

The subscription list shall remain open for a period as indicated herein, with an option for early closure or extension by

such period, as may be decided by the duly authorised committee of Directors of our Company, subject to necessary approvals. In the event of such early closure of subscription list of the Issue, our Company shall ensure that notice of such early closure is given one day prior to such early date of closure through advertisement/s in a leading national daily newspaper.

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Technical & Industry Terms Term AFC ALM ALCO CAR CV FTU(s) KYC Norms Description Asset Finance Company Asset Liability Management Asset - Liability Committee Capital Adequacy Ratio computed on the basis of applicable RBI requirements Commercial Vehicle First Time Users Customer identification procedure for opening of accounts and monitoring transactions of suspicious nature followed by NBFCs for the purpose of reporting it to appropriate authority Loan Company Light Commercial Vehicles Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 NBFC registered as a deposit accepting NBFC NBFC registered as a non-deposit accepting NBFC Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 The Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 Small and Medium Enterprises Small Road Transport Operators Small Truck Owners

LC LCV(s) Non-Deposit Accepting NBFC Directions NBFC-D NBFC-ND Prudential Norms

Public Deposit Directions

SME SRTO(s) STO(s) Conventional / General Terms Term AGM AS Act

Description Annual General Meeting Accounting Standard The Companies Act, 1956, as amended from time to time -8-

Term Axis Bank BSE CAGR CDSL DRR EGM EPS FDI Policy

Description Axis Bank Limited (Formerly known as UTI Bank Limited) Bombay Stock Exchange Limited Compounded Annual Growth Rate Central Depository Services (India) Limited Debenture Redemption Reserve Extraordinary General Meeting Earnings Per Share FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and the Foreign Direct Investment Policy Foreign Exchange Management Act, 1999, as amended from time to time Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time Foreign Institutional Investor(s) Financial Year ending March 31 Gross Domestic Product Government of India Hindu Undivided Family International Financial Reporting Standards Indian Financial System Code Generally Accepted Accounting Principles in India Insurance Regulatory and Development Authority The Income Tax Act, 1961, as amended from time to time Ministry of Corporate Affairs, Government of India Magnetic Ink Character Recognition Madras Stock Exchange Limited National Electronic Clearing Services National Electronic Funds Transfer -9-

FEMA FEMA Regulations

FII/FIIs Financial Year / FY GDP GoI HUF IFRS IFSC Indian GAAP IRDA IT Act MCA MICR MSE NECS NEFT

Term NRI NSDL NSE PAN RBI RBI Act ROC RTGS SBI SCRA SCRR

Description Non Resident Indian National Securities Depository Limited National Stock Exchange of India Limited Permanent Account Number The Reserve Bank of India The Reserve Bank of India Act, 1934 , as amended from time to time Registrar of Companies Real Time Gross Settlement State Bank of India Securities Contracts (Regulation) Act, 1956, as amended from time to time The Securities Contracts (Regulation) Rules, 1957, as amended from time to time The Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 The Securities and Exchange Board of India Act, 1992 as amended from time to time Tax Deducted at Source Wholesale Debt Market

SEBI

SEBI Act

TDS WDM

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FORWARD LOOKING STATEMENTS Certain statements contained in this Draft Prospectus that are not statements of historical fact constitute forward-looking statements. Investors can generally identify forward-looking statements by terminology such as aim, anticipate, believe, continue, could, estimate, expect, intend, may, objective, plan, potential, project, pursue, shall, should, will, would, or other words or phrases of similar import. All statements regarding our Companys expected financial condition and results of operations and business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our Company business strategy, revenue and profitability, planned projects and other matters discussed in this Draft Prospectus that are not historical facts. These forward-looking statements and any other projections contained in this Draft Prospectus (whether made by our Company or any third party) are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause our Companys actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our Companys expectations include, among others:

General economic and business conditions in India and globally; Our ability to successfully implement our strategy, our growth and expansion plans and technological changes; Our ability to compete effectively and access funds at competitive cost; Changes in the value of Rupee and other currency changes; Unanticipated turbulence in interest rates, equity prices or other rates or prices; the performance of the financial and capital markets in India and globally; Availability of funds and willingness of our lenders to lend; Changes in political conditions in India; The rate of growth of our loan assets; The outcome of any legal or regulatory proceedings we are or may become a party to; Changes in Indian and/or foreign laws and regulations, including tax, accounting, banking, securities, insurance and other regulations; changes in competition and the pricing environment in India; and regional or general changes in asset valuations; Any changes in connection with policies, statutoty provisions, regulations and/or RBI directions in connection with NBFCs, including laws that impact our lending rates and our ability to enforce our collateral; Emergence of new competitors; Growth of transportation services in India; Performance of the Indian debt and equity markets; Occurrence of natural calamities or natural disasters affecting the areas in which our Company has operations; and - 11 -

Other factors discussed in this Draft Prospectus, including under the section titled Risk Factors beginning on page 14 of this Draft Prospectus.

All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results and valuations to differ materially from those contemplated by the relevant statement. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under the sections titled Industry and Our Business. The forward-looking statements contained in this Draft Prospectus are based on the beliefs of management, as well as the assumptions made by and information currently available to management. Although our Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will prove to be correct or will hold good at all times. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialise, or if any of our Companys underlying assumptions prove to be incorrect, our Companys actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements. Neither our Company, our Directors and Officers nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION General In this Draft Prospectus, unless the context otherwise indicates or implies, references to you, offeree, purchaser, subscriber, recipient, investors and potential investor are to the prospective investors in this Offering, references to our Company, the Company or the Issuer are to Shriram Transport Finance Company Limited. In this Draft Prospectus, references to US$ is to the legal currency of the United States and references to Rs., ` and Rupees are to the legal currency of India. All references herein to the U.S. or the United States are to the United States of America and its territories and possessions and all references to India are to the Republic of India and its territories and possessions, and the "Government", the "Central Government" or the "State Government" are to the Government of India, central or state, as applicable. Unless otherwise stated, references in this Draft Prospectus to a particular year are to the calendar year ended on December 31 and to a particular fiscal or fiscal year are to the fiscal year ended on March 31. Unless otherwise stated all figures pertaining to the financial information in connection with our Company are on an unconsolidated basis. Presentation of Financial Information Our Company publishes its financial statements in Rupees. Our Companys financial statements are prepared in accordance with Indian GAAP and the Companies Act. The Reformatted Unconsolidated Summary Financial Statements and the Reformatted Consolidated Summary Financial Statements are included in this Draft Prospectus and collectively referred to hereinafter as the Reformatted Summary Financial Statements. The examination reports on the Reformatted Summary Financial Statements, as issued by our Companys Statutory Auditors, M/s. S. R. Batliboi & Co. and M/s. G. D. Apte & Co., are included in this Draft Prospectus in the section titled Financial Information beginning at page 149. Any discrepancies in the tables included herein between the amounts listed and the totals thereof are due to rounding off. Unless stated otherwise, macroeconomic and industry data used throughout this Draft Prospectus has been obtained from publications prepared by providers of industry information, government sources and multilateral institutions. Such publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Issuer believes that industry data used in this Draft Prospectus is reliable, it has not been independently verified. Our Company has obtained and relied upon certain information in relation to its market position on the June 2011 D&B Research Report and the CRISIL Report. The D&B Research Report and the CRISIL Report are based on a preliminary study of select leading NBFCs in the commercial vehicle financing sector and is restricted to certain NBFCs selected for the purposes of the research conducted by Dun and Bradstreet in connection with the D&B Research Report, and by CRISIL for the CRISIL Report, respectively. The D&B Research Report and the CRISIL Report, are based on financial and non financial parameters for the fiscal year 2010, and the fiscal year 2009, respectively, and determine the relative positions of the NBFCs specified therein. The information contained in the D&B Research Report and the CRISIL Report have not been verified by our Company, the Lead Managers, the Co-Lead Managers or any other independent source. There can be no assurance that the basis of the data included in the D&B Research Report, the CRISIL Report or the respective findings thereof are completely accurate or reliable. Accordingly, investors are advised not to place undue reliance on the data derived from the D&B Research Report and/or the CRISIL Report in their investment decision relating to our Company.

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SECTION II : RISK FACTORS

Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Draft Prospectus before making any investment decision relating to the NCDs. If any of the following risks or other risks that are not currently known or are now deemed immaterial, actually occur, our business, financial condition and result of operation could suffer, the trading price of the NCDs could decline and you may lose your all or part of your interest and / or redemption amounts. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. This Draft Prospectus contains forward looking statements that involve risk and uncertainties. Our Companys actual results could differ materially from those anticipated in these forward looking statements as a result of several factors, including the considerations described below and elsewhere in this Draft Prospectus. Investors are advised to read the following risk factors carefully before making an investment in the NCDs offered in this Issue. You must rely on your own examination of our Company and this Issue, including the risks and uncertainties involved. INTERNAL RISK FACTORS Risks relating to our Company and its Business 1. Our financial performance is particularly vulnerable to interest rate volatility. Our results of operations are substantially dependent upon the level of our Net Interest Margins. Income from our financing activities is the largest component of our total income, and constituted 80.41% and 64.44% of our total income in fiscal 2010 and fiscal 2011, respectively. As of March 31, 2011, our assets under financing activities (net of securitization/assignment) was ` 19,86,561.09 lacs. We borrow funds on both fixed and floating rates. Volatility in interest rates can materially and adversely affect our financial performance. In a rising interest rate environment, if the yield on our interest-earning assets does not increase simultaneously with or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline simultaneously or to the same extent as the yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted. Additional risks arising from increasing interest rates, among others, include: increases in the rates of interest charged on various loans in our loan portfolio, which could result in the extension of loan maturities and higher monthly installments due from borrowers which, in turn, could result in higher rates of default; reductions in the volume of commercial vehicle loans as a result of clients' inability to service high interest rate payments; and reduction in the value of fixed income securities held in our investment portfolio.

Accordingly, our operations are susceptible to fluctuations in interest rates. Interest rates are highly sensitive and fluctuations thereof are dependent upon many factors which are beyond our control, including the monetary policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic and political conditions, inflation and other factors. Rise in inflation, and consequent changes in Bank rates, Repo rates and Reverse Repo rates by the RBI has led to an increase in interest rates on loans provided by banks and financial institutions, and market interest rates in India have been volatile in recent periods. 2. Our business requires substantial capital, and any disruption in funding sources would have a material adverse effect on our liquidity and financial condition. - 14 -

As an asset finance company, our liquidity and ongoing profitability are, in large part, dependent upon our timely access to, and the costs associated with, raising capital. Our funding requirements historically have been met from a combination of term loans from banks and financial institutions, issuance of redeemable non-convertible debentures, public deposits, the issue of subordinated bonds and commercial paper, as well as through securitization/assignment of our loan portfolio. Thus, our business depends and will continue to depend on our ability to access diversified funding sources. Our ability to raise funds on acceptable terms and at competitive rates continues to depend on various factors including our credit ratings, the regulatory environment and policy initiatives in India, developments in the international markets affecting the Indian economy, investors' and/or lenders' perception of demand for debt and equity securities of NBFCs, and our current and future results of operations and financial condition. Changes in economic and financial conditions or continuing lack of liquidity in the market could make it difficult for us to access funds at competitive rates. As an NBFC, we also face certain restrictions on our ability to raise money from international markets which may further constrain our ability to raise funds at attractive rates. Such conditions may occur again in the future and may lead to a disruption in our primary funding sources at competitive costs and would have a material adverse effect on our liquidity and financial condition. 3. Our business is focused on commercial vehicle finance for new and pre-owned commercial vehicles and any adverse developments in this sector would adversely affect our results of operations. As we focus on providing financing for pre-owned and new commercial vehicles, our asset and NPA portfolios have, and will likely continue in the future to have, a high concentration of pre-owned and new commercial vehicle financing arrangements. Moreover, our customer base has, and will likely continue in the future to have, a high concentration of FTUs and SRTOs. Our business is, therefore, entirely dependent on various factors that impact this customer segment, such as the demand for transportation services in India, changes in Indian regulations and policies affecting pre-owned commercial vehicles, natural disasters and calamities, and macroeconomic environment in India and globally. Also, individual borrowers and FTUs and SRTOs generally are less financially resilient than larger corporate borrowers or fleet owners, and, as a result, can be more adversely affected by declining economic conditions. Such factors may result in a decline in the sales or value of new and pre-owned commercial vehicles. Correspondingly, the demand for finance for pre-owned and new commercial vehicles may decline, which in turn may adversely affect our financial condition and the results of our operations. Further, the ability of commercial vehicle owners and/or operators to perform their obligations under existing financing agreements may be adversely affected if their businesses suffer as a result of the aforesaid factors. Accordingly, since our business is not a diversified business, any factor which adversely impacts this segment may have a disproportionate impact on our operations and profitability. 4. High levels of customer defaults could adversely affect our business, financial condition and results of operations. Our primary business involves lending money to commercial vehicle owners and operators in India, and we are subject to customer default risks including default or delay in repayment of principal or interest on our loans. Customers may default on their obligations to us as a result of various factors including bankruptcy, lack of liquidity, lack of business and operational failure. If borrowers fail to repay loans in a timely manner or at all, our financial condition and results of operations will be adversely impacted. In addition, our customer portfolio principally consists of SRTOs and FTUs with underdeveloped banking habits, and individual borrowers generally are less financially resilient than larger corporate borrowers, and, as a result, they can be more adversely affected by declining economic conditions. In addition, a significant majority of our client base belongs to the low income group. The owners and/or operators of commercial vehicles financed by us often do not have any credit history supported by tax returns and other related documents which would enable us to assess their creditworthiness. In addition, we may not receive updated information regarding any change in the financial condition of our customers or may receive inaccurate or incomplete information as a result of any fraudulent misrepresentation on the part of our customers. Furthermore, unlike several developed economies, a nationwide credit bureau has only recently become operational in India, so there is less financial information available about the creditworthiness of individuals, particularly our client segment who are mainly from the low - 15 -

income group and who typically have limited access to other financing sources. It is therefore difficult to carry out precise credit risk analyses on our clients. Although we follow certain procedures to evaluate the credit profile of our customers at the time of sanctioning a loan, we generally rely on the referrals from the local trucking community and value of the commercial vehicle provided as underlying collateral rather than on a stringent analysis of the credit profile of our customers. Although we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management policies for individual borrowers will not be required. Failure to continuously monitor the loan contracts, particularly for individual borrowers, could adversely affect our credit portfolio which could have a material and adverse effect on our results of operations and financial condition. 5. We may not be able to recover, on a timely basis or at all, the full value of collateral or amounts which are sufficient to cover the outstanding amounts due under defaulted loans. As a security interest for the financing facilities provided by us to our customers, the vehicles purchased by our customers are hypothecated in our favor. The value of the vehicle, however, is subject to depreciation, deterioration, and/or reduction in value on account of other extraneous reasons, over the course of time. Consequently, the realizable value of the collateral for the credit facility provided by us, when liquidated, may be lower than the outstanding loan from such customers. Any default in repayment of the outstanding credit obligations by our customers may expose us to losses. Furthermore, in the case of a default, we typically repossess the commercial vehicles financed and sell such vehicles through auctions. The hypothecated vehicles, being movable property, may be difficult to locate or seize in the event of any default by our customers. There can also be no assurance that we will be able to sell such vehicles provided as collateral at prices sufficient to cover the amounts under default. In addition, there may be delays associated with such process. A failure or delay to recover the expected value from sale of collateral security could expose us to a potential loss. Any such losses could adversely affect our financial condition and results of operations. Furthermore, enforcing our legal rights by litigating against defaulting customers is generally a slow and potentially expensive process in India. Accordingly, it may be difficult for us to recover amounts owed by defaulting customers in a timely manner or at all. The recovery of monies from defaulting customers may be further compounded by the fact that we do not generally insist on, or receive post dated cheques as security towards the timely repayment of dues from customers to whom we have provided loans. 6. The Company is involved in certain legal proceedings for alleged contravention of certain State legislations in India relating to money lending activities. Any unfavorable outcome in such proceedings and the imposition of any additional restrictive statutory and/or regulatory requirements may adversely affect our goodwill, business prospects and results of operations. Certain criminal proceedings have been initiated against our Company and our Managing Director by the State of Gujarat and the Inspector of Money Lenders, Gujarat in connection with the alleged contravention of the Bombay Money Lenders Act, 1946, as amended (BMLA), before the Metropolitan Magistrate, Ahmadabad, the Chief Judicial Magistrate, Himmatnagar and the Chief Judicial Palanpur. The complainants have, among other allegations, asserted that the conduct of our financing business without the requisite license under the BMLA is in contravention of such legislation. Accordingly, the complainants have sought to prosecute and penalize our Company and our Managing Director under Section 34 of the BMLA. We filed applications under Section 482 of the Code of Criminal Procedure, 1973 against the State of Gujarat and the Inspector of Money Lenders, Gujarat before the Honble High Court of Gujarat at Ahmadabad (Quashing Application), seeking to quash such criminal proceedings, and seeking an order for the stay of such criminal proceedings during the pendency of the Quashing Application. These proceedings initiated against our Company and our Managing Director, and the application filed by our Company, are currently pending hearing and final disposition. Under the provisions of the BMLA, any person who carries out the business of money lending (as defined therein) within the states of Maharashtra and Gujarat without a valid license for such business under the provisions of the BMLA or enters into any agreement in the course of business of money lending without a valid license, is, on conviction, punishable (i) for the first offence, with imprisonment up to one year or a fine of up to ` 1,500.00 or both, and (ii) for a second or subsequent offence, with additional terms of imprisonment of not less than two years, in the case of an individual, and with additional fine of not less than ` 5,000.00, in the case of a corporate entity. The Company has also filed an appeal before the Supreme Court of India against an order dated November 18, 2009 passed by the Honble High Court of Kerala in connection with a writ petition filed by our Company - 16 -

challenging the action of the Commissioner of Commercial Taxes, Kerala, directing our Company to register under the provisions of the Kerala Money Lenders Act, 1946, as amended (KMLA). The Honble High Court of Kerala, pursuant to the impugned order, had dismissed an appeal in connection with such writ petition, thereby, among other matters, confirming such impugned order passed by the Commissioner of Commercial Taxes, Kerala. The Supreme Court has granted a stay of the order passed by the Honble High Court of Kerala until final disposal of the appeal at the Supreme Court. There can be no assurance that these proceedings will not be determined adversely to us or that penal or other action will not be taken against our Company and/or any senior management party to such proceedings. In the event of an adverse ruling in these proceedings, our Company may be required to register as a money lending entity under the provisions of the BMLA and/ or the KMLA in order to carry on its financing business, and will be required to comply with the provisions of such legislation with respect to its business operations within the relevant States. There can also be no assurance that in the event of such an adverse ruling, similar regulatory authorities in other States of India where we currently carry on business or propose to carry on business in the future, will not require us to similarly register as a money lending entity under, and comply with the provisions of, the respective State legislation. State legislation may specify various terms and conditions that must be complied with in connection with money lending activities, including the imposition of maximum interest rates that we may charge, and these maximum interest rates may be significantly lower than the interest rates that we typically charge on our portfolio against financing activities to our customers. If we are required to comply with such maximum interest rate limits or any other restrictive provisions specified under such legislation, our interest income and net interest margin may be adversely impacted. There can also be no assurance that other conditions and restrictions under such legislation, if applicable to us, will not adversely affect the conduct of our operations. For further information relating to such proceedings, see Pending Proceedings and Statutory Defaults. 7. A large part of our collections are in cash and consequently we face the risk of misappropriation or fraud by our employees. A significant portion of our collections from our customers is in cash. Large cash collections expose us to the risk of fraud, misappropriation or unauthorized transactions by our employees responsible for dealing with such cash collections. While we have taken insurance policies and coverage for cash in safes and in transit, and undertake measures to detect and prevent any unauthorized transaction, fraud or misappropriation by our representatives and officers, this may not be sufficient to prevent or deter such activities in all cases, which may adversely affect our operations and profitability. Further, we may be subject to regulatory or other proceedings in connection with any unauthorized transaction, fraud or misappropriation by our representatives and employees, which could adversely affect our goodwill. 8. Our significant indebtedness and the conditions and restrictions imposed by our financing arrangements could restrict our ability to conduct our business and operations in the manner we desire. As of March 31, 2011, we had outstanding secured debt of ` 14,86,937.59 lacs and unsecured debt of ` 5,01,233.71 lacs, and we will continue to incur additional indebtedness in the future. Most of our borrowings are secured by our immovable and other assets. Our significant indebtedness could have several important consequences, including but not limited to the following: a portion of our cash flow may be used towards repayment of our existing debt, which will reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate requirements; our ability to obtain additional financing in the future at reasonable terms may be restricted or our cost of borrowings may increase due to sudden adverse market conditions, including decreased availability of credit or fluctuations in interest rates; fluctuations in market interest rates may affect the cost of our borrowings, as some of our indebtedness are at variable interest rates; there could be a material adverse effect on our business, financial condition and results of operations if we - 17 -

are unable to service our indebtedness or otherwise comply with financial and other covenants specified in the financing agreements; and we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions.

Some of our financing agreements also include various conditions and covenants that require us to obtain lender consents prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. Specifically, under some of our financing agreements, we require, and may be unable to obtain, consents from the relevant lenders for, among others, the following matters: entering into any scheme of merger; spinning-off of a business division; selling or transferring all or a substantial portion of our assets; making any change in ownership or control or constitution of our Company; making amendments in our Memorandum and Articles of Association; creating any further security interest on the assets upon which the existing lenders have a prior charge; and raising funds by way of any fresh capital issue. Our financing agreements also typically contain certain financial covenants including the requirement to maintain, among others, specified debt-to-equity ratios, debt-to-net worth ratios, or Tier I to Tier II capital ratios that may be higher than statutory or regulatory requirements. These covenants vary depending on the requirements of the financial institution extending the loan and the conditions negotiated under each financing document. Such covenants may restrict or delay certain actions or initiatives that we may propose to take from time to time. A failure to observe the covenants under our financing arrangements or to obtain necessary consents required thereunder may lead to the termination of our credit facilities, acceleration of all amounts due under such facilities and the enforcement of any security provided. Any acceleration of amounts due under such facilities may also trigger cross default provisions under our other financing agreements. If the obligations under any of our financing documents are accelerated, we may have to dedicate a substantial portion of our cash flow from operations to make payments under such financing documents, thereby reducing the availability of cash for our working capital requirements and other general corporate purposes. Further, during any period in which we are in default, we may be unable to raise, or face difficulties raising, further financing. Any of these circumstances could adversely affect our business, credit rating and financial condition and results of operations. Moreover, any such action initiated by our lenders could result in the price of our NCDs being adversely affected.

9.

We have in the past acquired, and may continue to acquire in the future, portfolios relating to various credit and financing facilities from banks and other institutions on a non-recourse basis. If the performance of such portfolios deteriorates, our business, financial condition and results of operations may be adversely affected We have in the past acquired, and may in the future continue to acquire, portfolios relating to various credit and financing facilities from various originators including banks and other institutions, in the ordinary course of our business. If the performance of such portfolios deteriorates, our business, financial condition and results of operations may be adversely affected

10.

We face increasing competition in our business which may result in declining margins if we are unable to compete effectively. We primarily provide vehicle finance loans to FTUs and SRTOs. Our primary competition historically has been private unorganized financiers who principally operate in the local market. However, the significant growth in the commercial vehicle finance segment in recent periods has resulted in various banks and NBFCs increasing their focus on this sector, particularly for new commercial vehicle finance. In addition, interest rate deregulation and other liberalization measures affecting the commercial vehicle finance sector, together with increased demand for capital by FTUs and SRTOs, have resulted in an increase in competition. All of these factors have resulted in us facing increased competition from other lenders in the commercial vehicle finance sector, including commercial banks and other NBFCs. Our ability to compete effectively will depend, to - 18 -

some extent, on our ability to raise low-cost funding in the future. Furthermore, as a result of increased competition in the commercial vehicle finance sector, vehicle finance products are becoming increasingly standardized and variable interest rate and payment terms and lower processing fees are becoming increasingly common in the commercial vehicle finance sector in India. There can be no assurance that we will be able to react effectively to these or other market developments or compete effectively with new and existing players in the increasingly competitive commercial vehicle finance industry. Increasing competition may have an adverse effect on our net interest margin and other income, and, if we are unable to compete successfully, our market share may decline. If we are unable to compete effectively with other participants in the commercial vehicle finance or equipment finance sectors, our business, future financial performance and the trading price of the NCDs may be adversely affected. 11. We may not be able to successfully sustain our growth strategy. In recent years, we have experienced substantial growth. Our growth strategy includes growing our loan book and expanding our customer base. There can be no assurance that we will be able to sustain our growth strategy successfully or that we will be able to expand further or diversify our product portfolio. If we grow our loan book too rapidly or fail to make proper assessments of credit risks associated with new borrowers, a higher percentage of our loans may become non-performing, which would have a negative impact on the quality of our assets and our financial condition. We also face a number of operational risks in executing our growth strategy. We have experienced rapid growth in our commercial vehicle finance business, our branch network has expanded significantly, and we are entering into new, smaller towns and cities within India as part of our growth strategy. Our rapid growth exposes us to a wide range of increased risks, including business risks, such as the possibility that a number of our impaired loans may grow faster than anticipated, as well as operational risks, fraud risks and regulatory and legal risks. Moreover, our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and retaining key managerial personnel, maintaining effective risk management policies, continuing to offer products which are relevant to our target base of clients, developing managerial experience to address emerging challenges and ensuring a high standard of client service. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us. 12. We may not be able to successfully diversify our product portfolio. We have expanded our product portfolio to provide, in addition to pre-owned and new commercial vehicle financing, financing for passenger commercial vehicles, multi-utility vehicles, three-wheelers and tractors, ancillary equipment and vehicle parts finance, working capital loans for commercial vehicle operators, and freight bill discounting. Furthermore, we intend to enter into certain new lines of business as part of our growth strategy. For example, we intend to further develop our equipment finance business, particularly for construction equipment, through our wholly-owned subsidiary, Shriram Equipment Finance Company Limited established for this purpose. We have limited experience in these new lines of business which are partly targeted at a different customer segment, and may encounter additional risks by entering into such new lines of business. We also intend to continue focusing on developing pre-owned commercial vehicle and construction equipment hubs across India called "Automalls", through our wholly-owned subsidiary Shriram Automall India Limited, designed to provide a trading platform for the sale of pre-owned commercial vehicles as well as commercial vehicles repossessed by financing companies along with showrooms for branded new and refurbished pre-owned commercial vehicles. We intend to provide electronic advertising and trading infrastructure in these "Automalls", and to utilize this platform for marketing of our financial products. We cannot assure that such diversification or expansion of operations will yield favorable or expected results, as our overall profitability and success will be subject to various factors, including, among others, our ability to obtain necessary statutory and/or regulatory approvals and licenses in connection with such proposed business as well as necessary premises for Automall operations in a timely manner, our ability to effectively recruit, retain and - 19 -

motivate appropriate managerial talent, our relative inexperience in the equipment finance sector and ability to compete with banks and other NBFCs that are already well established in this market segment, as well as our ability to effectively absorb additional infrastructure costs. There can also be no assurance that our proposed "Automalls" will be successful in creating additional source of business for our financial products. New businesses will require significant capital investments and commitments of time from our senior management, there also can be no assurance that our management will be able to develop the skills necessary to successfully manage these new business areas. Our inability to effectively manage any of these issues could materially and adversely affect our business and impact our future financial performance. 13. We may experience difficulties in expanding our business into new regions and markets in India. As part of our growth strategy, we continue to evaluate attractive growth opportunities to expand our business into new regions and markets in India. Factors such as competition, culture, regulatory regimes, business practices and customs and customer requirements in these new markets may differ from those in our current markets, and our experience in our current markets may not be applicable to these new markets. In addition, as we enter new markets and geographical regions, we are likely to compete not only with other banks and financial institutions but also the local unorganized or semi-organized private financiers, who are more familiar with local regulations, business practices and customs, and have stronger relationships with customers. If we plan to expand our geographical footprint, our business may be exposed to various additional challenges, including obtaining necessary governmental approvals, identifying and collaborating with local business and partners with whom we may have no previous working relationship; successfully gauging market conditions in local markets with which we have no previous familiarity; attracting potential customers in a market in which we do not have significant experience or visibility; being susceptible to local taxation in additional geographical areas of India; and adapting our marketing strategy and operations to different regions of India in which different languages are spoken. Our inability to expand our current operations may adversely affect our business prospects, financial conditions and results of operations. 14. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, as a result, would negatively affect our net interest margin and our business. The cost and availability of capital is also dependent on our short-term and long-term credit ratings. Ratings reflect a rating agencys opinion of our financial strength, operating performance, strategic position, and ability to meet our obligations. In relation to our long-term debt instruments, we currently have long term ratings of CARE AA+ from CARE, AA/Stable from CRISIL and AA (Ind) from FITCH. In relation to our short-term debt instruments, we have also received short term ratings of F1+ (Ind) from FITCH and P1+ from CRISIL. The NCDs proposed to be issued under this Issue have been rated AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and debt markets and, as a result, would negatively affect our net interest margin and our business. In addition, downgrades of our credit ratings could increase the possibility of additional terms and conditions being added to any additional financing or refinancing arrangements in the future. Any such adverse development could adversely affect our business, financial condition and results of operations. 15. If we are unable to successfully expand, maintain or leverage our partnership arrangements with private financiers involved in commercial vehicle financing, our business prospects, results of operations and financial conditions may be adversely affected. Our partnership and co-financing arrangements with private financiers involved in commercial vehicle financing across India is an integral part of our growth strategy. We enter into strategic partnership agreements with private financiers ranging from individual financiers and small local private financiers, including other NBFCs, to capitalize on their local knowledge, infrastructure and personnel base of our partners in order to source new - 20 -

customers. Our franchising and co-financing arrangements include various revenue-sharing arrangements at predetermined amounts. For further information on our franchising and co-financing arrangements, see Our Business - Our Operations - Customer Origination - Partnership and Co-Financing Arrangements with Private Financiers. There can be no assurance that our partners will faithfully comply with the procedural and other conditions specified by us in connection with our arrangements with them in the context of customer origination, credit appraisal process, loan administration and monitoring and any loan recovery processes, or that our partners will not act in any manner that could adversely affect our reputation, brand, customer relationships or business interests. For example, we have in the past experienced certain instances of fraud by certain of our partners. There can also be no assurance that we will be able to leverage and benefit from our partnership arrangements to effectively source a sufficient volume of new customers and business commensurate to the revenue-sharing and other incentives provided to our partners under our arrangements with them. In addition, we may not be able to identify suitable private financiers in the future with whom we can successfully partner through such arrangements, or in joint marketing and customer support activities, and there can be no assurance that we will be able to ensure any level of success with such partnership arrangements for any sustained period of time. Furthermore, there can be no assurance that there will not be any dispute with such partners in the future. If we are unable to successfully expand, maintain or leverage our partnership arrangements and relationship with our partners, our business prospects, results of operations and financial conditions may be adversely affected. 16. If we are unable to manage the level of NPAs in our loan assets, our financial position and results of operations may suffer. Our Gross NPAs as a percentage of Total Loan Assets were 2.66 % and 2.82 % as of March 31, 2011 and March 31, 2010 respectively, while our Net NPAs as a percentage of Net Loan Assets was 0.38 % and 0.71 % as of March 31, 2011 and March 31, 2010, respectively. We cannot be sure that we will be able to improve our collections and recoveries in relation to our NPAs, or otherwise adequately control our level of NPAs in future. Moreover, as our loan portfolio matures, we may experience greater defaults in principal and/or interest repayments. Thus, if we are not able to control or reduce our level of NPAs, the overall quality of our loan portfolio may deteriorate and our results of operations may be adversely affected. Furthermore, our current provisions may not be adequate when compared to the loan portfolios of other financial institutions. Moreover, there also can be no assurance that there will be no further deterioration in our provisioning coverage as a percentage of Gross NPAs or otherwise, or that the percentage of NPAs that we will be able to recover will be similar to our past experience of recoveries of NPAs. In the event of any further deterioration in our NPA portfolio, there could be an even greater, adverse impact on our results of operations. 17. A decline in our capital adequacy ratio could restrict our future business growth. As per RBI notification dated February 17, 2011, all deposit taking NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2012. Our capital adequacy ratio computed on the basis of applicable RBI requirements was 24.85% as of March 31, 2011, with Tier I capital comprising 16.65%. If we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to continue to meet applicable capital adequacy ratios with respect to our business. There can be no assurance that we will be able to raise adequate additional capital in the future on terms favorable to us or at all, and this may adversely affect the growth of our business. 18. As part of our business strategy we assign or securitize a substantial portion of our loan assets to banks and other institutions. Any deterioration in the performance of any pool of receivables assigned or securitized to banks and other institutions may adversely impact our financial performance. As part of our means of raising and/or managing our funds, we assign or securitize a substantial portion of the receivables from our loan portfolio to banks and other institutions. Such assignment or securitization transactions are conducted on the basis of our internal estimates of our funding requirements, which may vary from time to time. In fiscal 2007, 2008, 2009, 2010 and 2011 we securitized/assigned assets of a book value of ` 2,85,979.49 lacs, ` 2,11,822.17 lacs, ` 3,12,498.40 lacs, ` 8,75,681.04 lacs, and ` 10,20,361.35 lacs respectively. Any change in statutory and/regulatory requirements in relation to assignments or securitizations by financial institutions, - 21 -

including the requirements prescribed by RBI and the Government of India, could have an adverse impact on our assignment or securitization transactions. Any adverse changes in the policy and/or regulations in connection with securitization of assets by NBFCs and/or new circulars and/or directions issued by the RBI in this regard, affecting NBFCs or the purchasers of assets, would affect the securitization market in general and our ability to securitise and/or assign our assets. We are also required to provide a credit enhancement for the securitization/assignment transactions by way of either fixed deposits or corporate guarantees and the aggregate credit enhancement amount outstanding as on March 31, 2011 was ` 3,16,771.32 lacs. In the event a relevant bank or institution does not realize the receivables due under such loan assets, such bank or institution would have recourse to such credit enhancement, which could have a material adverse effect on our results of operations and financial condition. 19. System failures or inadequacy and security breaches in computer systems may adversely affect our business. Our business is increasingly dependent on our ability to process, on a daily basis, a large number of transactions. Our financial, accounting or other data processing systems may fail to operate adequately or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services. Our ability to operate and remain competitive will depend in part on our ability to maintain and upgrade our information technology systems on a timely and cost-effective basis. The information available to and received by our management through our existing systems may not be timely and sufficient to manage risks or to plan for and respond to changes in market conditions and other developments in our operations. We may experience difficulties in upgrading, developing and expanding our systems quickly enough to accommodate our growing customer base and range of products. Our operations also rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could compromise data integrity and security. Any failure to effectively maintain or improve or upgrade our management information systems in a timely manner could materially and adversely affect our competitiveness, financial position and results of operations. Moreover, if any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes or systems, it could affect our operations or result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation. In addition, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located. 20. We may not be able to maintain our current levels of profitability due to increased costs or reduced spreads. Our business strategy involves a relatively high level of ongoing interaction with our customers. We believe that this involvement is an important part of developing our relationship with our customers, identifying new crossselling opportunities and monitoring our performance. However, this level of involvement also entails higher levels of costs and also requires a relatively higher gross spread, or margin, on the finance products we offer in order to maintain profitability. There can be no assurance that we will be able to maintain our current levels of profitability if the gross spreads on our finance products were to reduce substantially, which could adversely affect our results of operations. 21. We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect our operations and profitability. We face potential liquidity risks due to varying periods over which our assets and liabilities mature. As is typical for NBFCs, a portion of our funding requirements is met through short-term funding sources such as bank loans, working capital demand loans, cash credit, short term loans and commercial papers. However, a large portion of our loan assets mature over a medium term. Consequently, our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely and cost-effective manner or at all, may lead to mismatches between - 22 -

our assets and liabilities, which in turn may adversely affect our operations and financial performance. Further, mismatches between our assets and liabilities are compounded in case of pre-payments of the financing facilities we grant to our customers. 22. Our loan portfolio may no longer continue to be classified as priority sector advances by the RBI. The RBI currently mandates domestic commercial banks operating in India to maintain an aggregate 40.0% (32.0% for foreign banks) of their advances or credit equivalent amount of off-balance sheet exposure, whichever is higher as priority sector advances. These include advances to agriculture, small enterprises (including SRTOs, which constitute the largest proportion of our loan portfolio), exports and similar sectors where the Government seeks to encourage flow of credit for developmental reasons. Banks in India that have traditionally been constrained or unable to meet these requirements organically, have relied on specialized institutions like us that are better positioned to or exclusively focus on originating such assets through on-lending or purchase of assets or securitized/assigned pools to comply with these targets. In the event that any part of our loan portfolio is no longer classified as a priority sector advance by the RBI, or if the laws relating to priority sector lending as applicable to the banks undergo a change, our ability to securitize our asset pool will be hampered, which may adversely affect our financial condition and results of operations. 23. Any change in control of our Promoter may correspondingly adversely affect our operations and profitability. As of March 31, 2011, SCL holds 50.17% of the paid up share capital of our Promoter, Shriram Holdings (Madras) Private Limited, and the remaining shares in Shriram Holdings (Madras) Private Limited were held by certain strategic investors. Shriram Holdings (Madras) Private Limited holds 41.29% of the paid up share capital of our Company as on March 31, 2011. If SCL ceases to exercise control over our Promoter as a result of any transfer of shares or otherwise, our ability to derive any benefit from the brand name Shriram and our goodwill as a part of the Shriram group of companies may be adversely affected, which in turn could adversely affect our business and results of operations. Any such change of control could also significantly influence our business policies and operations. 24. The trade mark/service mark and logo in connection with the Shriram brand which we use is licensed to us and consequently, any termination or non-renewal of such license may adversely affect our goodwill, operations and profitability. Pursuant to a license agreement dated April 1, 2010 between our Company and Shriram Ownership Trust, (SOT) we are entitled to use the brand name Shriram and the associated mark. In this regard, our Company has to pay to SOT, 0.25% on the gross turnover of our Company for the first year of the License Agreement. Royalty rates for the subsequent years will be decided mutually on or before April 1st of the respective financial years. Along with the royalty, our Company also is required to pay to SOT amounts by way of reimbursement of actual expenses incurred by SOT in respect of protection and defence of the Copyright. The License Agreement is valid for a period of three years from the date of execution thereof. This license agreement is valid until March 31, 2013. In the event such license agreement is terminated or is not renewed or extended in the future, we may not be entitled to use the brand name Shriram and the associated mark in connection with our business operations. Consequently, we will not be able to derive the goodwill that we have been enjoying under the Shriram brand. Further, if the commercial terms and conditions including the consideration payable pursuant to the said agreement are revised unfavourably, our Company may be required to allocate larger portions of its profits and/or revenues towards such consideration, which would adversely affect our profitability. We operate in a competitive environment, and we believe that our brand recognition is a significant competitive advantage to us. If the license and user agreement is not renewed or terminated, we may need to change our name, trade mark/service mark or the logo. Any such change could require us to incur additional costs and may adversely impact our goodwill, business prospects and results of operations. Our Company has obtained trademark registration for the brand names NEW LOOK and OKHORNPLEASE.COM and has made applications for the registration of brand names AUTOMALL and ONE STOP under various classes with the Registrar of Trademarks. - 23 -

25.

We have certain contingent liabilities which may adversely affect our financial condition. As of March 31, 2011, we had certain contingent liabilities not provided for, including the following: demands in respect of disputed service tax of ` 330.00 lacs, disputed sales tax demand ` 412.33 lacs and guarantees of ` 1,94,058.28 lacs. For further information on such contingent liabilities, see Annexure VI to our Reformatted Unconsolidated Summary Financial Statements. In the event that any of these contingent liabilities materialize, our financial condition may be adversely affected.

26.

We are involved in various legal and other proceedings that if determined against us could have a material adverse effect on our financial condition and results of operations. We are currently involved in a number of legal proceedings arising in the ordinary course of our business. These proceedings are pending at different levels of adjudication before various courts and tribunals, primarily relating to civil suits and tax disputes. For further information relating to certain significant legal proceedings that we are involved in, please refer to the section titled Pending Proceedings and Statutory Defaults beginning on page 214 of this Draft Prospectus. An adverse decision in these proceedings could materially and adversely affect our business, financial condition and results of operations.

27.

We may have to comply with strict regulations and guidelines issued by regulatory authorities in India. We are regulated principally by and have reporting obligations to the RBI. We are also subject to the corporate, taxation and other laws in effect in India. The regulatory and legal framework governing us may continue to change as Indias economy and commercial and financial markets evolve. In recent years, existing rules and regulations have been modified, new rules and regulations have been enacted and reforms have been implemented which are intended to provide tighter control and more transparency in Indias asset finance sector. Further, RBI may increase the minimum capital adequacy requirement for deposit taking NBFCs such as us. Compliance with many of the regulations applicable to our operations may involve significant costs and otherwise may impose restrictions on our operations. If the interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and the business of our Company could be adversely affected. There can be no assurance that changes in these regulations and the enforcement of existing and future rules by governmental and regulatory authorities will not adversely affect our business and future financial performance.

28.

Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some of our counterparts in India and in some developed countries. We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk and legal risk. The effectiveness of our risk management is limited by the quality and timeliness of available data. Our hedging strategies and other risk management techniques may not be fully effective in mitigating our risks in all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some methods of managing risks are based upon observed historical market behavior. As a result, these methods may not predict future risk exposures, which could be greater than the historical measures indicated. Other risk management methods depend upon an evaluation of information regarding markets, customers or other matters. This information may not in all cases be accurate, complete, current, or properly evaluated. Management of operational, legal or regulatory risk requires, among other things, policies and procedures to properly record and verify a number of transactions and events. Although we have established these policies and procedures, they may not be fully effective. Our future success will depend, in part, on our ability to respond to new technological advances and evolving NBFC and vehicle finance sector standards and practices on a cost-effective and timely basis. The development and implementation of such technology entails significant technical and business risks. There can be no assurance that we will successfully implement new technologies or adapt our transaction-processing systems to customer requirements or evolving market standards.

- 24 -

29.

Our Promoter has significant control in our Company, which will enable them to influence the outcome of matters submitted to shareholders for approval, and their interests may differ from those of other holders of Equity Shares. As of March 31, 2011, Shriram Holdings (Madras) Private Limited, our Promoter, beneficially owned approximately 41.29% of our share capital. See Capital Structure. Our Promoter has the ability to control our business including matters relating to any sale of all or substantially all of our assets, the timing and distribution of dividends and the election or termination of appointment of our officers and directors. This control could delay, defer or prevent a change in control of our Company, impede a merger, consolidation, takeover or other business combination involving our Company, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company even if it is in our Companys best interest. In addition, for so long as our Promoter continues to exercise significant control over our Company, it may influence the material policies of our Company in a manner that could conflict with the interests of our other shareholders. The Promoter group may have interests that are adverse to the interests of our other shareholders and may take positions with which we or our other shareholders do not agree.

30.

Certain shareholders of our Promoter Shriram Holdings (Madras) Private Limited have rights to nominate directors on our Board. Pursuant to the Share Subscription Agreement dated February 2, 2006, as amended on September 12, 2008 (Share Subscription Agreement), between Newbridge India Investments II Limited (New Bridge), our Promoter, Mr. R. Thyagarajan, Mr. T. Jayaraman, Mr. AVS Raja and Shriram Financial Services Holding Private Limited ( now known as SCL), (collectively, Founders), Shriram Recon Trucks Limited, Shriram Holdings (Madras) Private Limited and SOFL, New Bridge, which currently holds 49.0% of the paid-up share capital of our Promoter Shriram Holdings (Madras) Private Limited, is entitled to appoint two nominee directors on our Board. Furthermore, in the event that the size of the Board is increased beyond 12 directors, New Bridge and the Founders will each be entitled to appoint three directors on the Board. In the event that any shareholder having a right to nominate a director ceases to have such right, then the resulting vacancy shall be filled by the appointment of independent directors. In addition, New Bridge, on the one hand, and the Founders, on the other hand, are entitled to nominate an equal number of nominees on any committee of the Board. Under the terms of such Share Subscription Agreement, certain reserved matters require the affirmative vote and/or prior consent of the directors nominated by New Bridge and the Founders on our Board or any committee thereof. These matters include, among others, any further issuance of any Equity Shares by our Company; acquisition of the assets of any other business; creation of a joint venture or partnership, or merger, demerger and consolidation or any other business combination; disinvestment in any subsidiary; appointment, removal and revision of the compensation of key personnel; capital expenditure in excess of ` 50.00 lacs; any amendment to the memorandum or articles of association of our Company; any amendment in the annual business plan of our Company; commencement of a new line of business; any changes to material accounting or tax policies; recommendation of or declaration of dividend or distribution of any kind; removal of the statutory or internal auditor; any bankruptcy, dissolution, insolvency, recapitalization, reorganization, assignment to creditors, winding up and/or liquidation; an increase or reorganization in the issued, subscribed or paid up equity or preference share capital; any connected person transaction; any amendment, modification or cancellation of the trademark license agreement (license and user agreement) for the use of the "Shriram" brand and associated logos. In the event that the beneficial ownership of New Bridge in our Company, indirectly through our Promoter or directly, becomes greater than that of the Founders, then the number of reserved matters requiring the affirmative vote of the directors nominated by the Founders would be reduced; moreover, in such event, New Bridge shall also be entitled to appoint and remove the managing director (whether designated as managing director, CEO, COO or otherwise) and other key employees of our Company and of our Promoter. As an exit mechanism, New Bridge may, at any time after expiry of two years from September 12, 2008, require our Promoter to distribute the shares held by our Promoter in our Company amongst the Founders and New Bridge in proportion to their respective holdings in our Promoter; in the alternative, New Bridge may require the merger of our Promoter with our Company in order to effect such distribution. Moreover, after two years from September 12, 2008, New Bridge is entitled to acquire controlling interest in our Promoter from the Founders, subject to the payment of a call option price plus a control premium. The Company, the Founders and our Promoter Shriram Holdings (Madras) Private Limited have agreed to jointly and severally indemnify New Bridge in the event of any - 25 -

breach of the terms of such Share Subscription Agreement. Drag along rights are also provided for in the Share Subscription Agreement. After March 31, 2011 New Bridge is entitled, at any time to require the founders to sell all or part of the latter's shares or warrants in our Company or in our Promoter. In the event that New Bridge does not accept the purchase offer of a proposed purchaser as communicated by the Founders, New Bridge may in turn present the Founders with the terms of another purchase offer, which shall not provide for a lower purchase price. New Bridge and the Founders, pursuant to their rights under the Share Subscription Agreement and as shareholders in our Promoter, may influence policies of our Company in a manner that could conflict with the interests of our other shareholders. New Bridge and the Founders may have interests that are adverse to the interests of our other shareholders and may take positions with which our Company or our other shareholders do not agree. 31. We have entered into certain related party transactions. We have entered into transactions with related parties, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, 2006. These transactions include royalty paid to Shriram Ownership Trust pursuant to the License Agreement dated April 1, 2010 between our Company and Shriram Ownership Trust in connection with the use of the brand name "Shriram" and the associated mark. For further information on our related party transactions please see the section titled Financial Information. Such transactions may give rise to current or potential conflicts of interest with respect to dealings between us and such related parties. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favor. 32. Any failure by us to identify, manage, complete and integrate acquisitions, divestitures and other significant transactions successfully could adversely affect our results of operations, business and prospects. As part of our business strategy, we may acquire complementary companies or businesses, divest non-core businesses or assets, enter into strategic alliances and joint ventures and make investments to further our business. In order to pursue this strategy successfully, we must identify suitable candidates for and successfully complete such transactions, some of which may be large and complex, and manage the integration of acquired companies or employees. We may not fully realize all of the anticipated benefits of any such transaction within the anticipated timeframe or at all. Any increased or unexpected costs, unanticipated delays or failure to achieve contractual obligations could make such transactions less profitable or unprofitable. Managing business combination and investment transactions requires varying levels of management resources, which may divert our attention from other business operations, may result in significant costs and expenses and charges to earnings. The challenges involved in integration include: combining product offerings and entering into new markets in which we are not experienced; consolidating and maintaining relationships with customers; consolidating and rationalizing transaction processes and corporate and IT infrastructure; integrating employees and managing employee issues; coordinating and combining administrative and other operations and relationships with third parties in accordance with applicable laws and other obligations while maintaining adequate standards, controls and procedures; achieving savings from infrastructure integration; and managing other business, infrastructure and operational integration issues.

33.

The BSE has suspended the trading of our Equity Shares in the past. Pursuant to an order dated December 18, 1998, issued by the BSE, the trading of our Equity Shares on the BSE was suspended from December 21, 1998 to January 3, 1999 on account of alleged non-compliance with clauses 15 and 16 of the listing agreement entered into with the BSE in connection with the listing and trading of our Equity - 26 -

Shares. Our failure to comply with the provisions of the listing agreements executed between our Company and the stock exchanges where our securities are listed, in a timely manner or at all, may expose us to regulatory proceedings and/or penal action. 34. Our success depends in large part upon our management team and key personnel and our ability to attract, train and retain such persons. Our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and retaining key managerial personnel, developing managerial experience to address emerging challenges and ensuring a high standard of client service. In order to be successful, we must attract, train, motivate and retain highly skilled employees, especially branch managers and product executives. If we cannot hire additional qualified personnel or retain them, our ability to expand our business will be impaired and our revenue could decline. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train and motivate our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us. Hiring and retaining qualified and skilled managers are critical to our future, as our business model depends on our credit-appraisal and asset valuation mechanism, which are personnel-driven operations. Moreover, competition for experienced employees in the commercial vehicle finance sector can be intense. While we have an incentive structure and an Employee Stock Option Scheme designed to encourage employee retention, our inability to attract and retain talented professionals, or the resignation or loss of key management personnel, may have an adverse impact on our business and future financial performance. 35. We are exposed to fluctuations in the market values of our investment and other asset portfolio. Recent turmoil in the financial markets has adversely affected economic activity globally, including in India. Continued deterioration of the credit and capital markets could result in volatility of our investment earnings and impairments to our investment and asset portfolio, which could negatively impact our financial condition and reported income. 36. Our results of operations could be adversely affected by any disputes with our employees. As of March 31, 2011, we employed 16,919 full-time employees. Currently, none of our employees are members of any labor union. While we believe that we maintain good relationships with our employees, there can be no assurance that we will not experience future disruptions to our operations due to disputes or other problems with our work force, which may adversely affect our business and results of operations. 37. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate our business may have a material adverse effect on our business. We require certain statutory and/or regulatory permits and approvals for our business. In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any of such permits or approvals in a timely manner or at all, and/or on favorable terms and conditions. Failure by us to comply with the terms and conditions to which such permits or approvals are subject, and/or to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may have a material adverse effect on our business, financial condition and results of operations. 38. We are subject to supervision and regulation by the RBI as a deposit-taking NBFC, and changes in RBIs regulations governing us could adversely affect our business. We are subject to the RBIs guidelines on financial regulation of NBFCs, including capital adequacy, exposure and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines to commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The RBIs - 27 -

regulations of NBFCs could change in the future which may require us to restructure our activities, incur additional cost or could otherwise adversely affect our business and our financial performance. The RBI, from time to time, amends the regulatory framework governing NBFCs to address, inter-alia, concerns arising from certain divergent regulatory requirements for banks and NBFCs. Pursuant to two notifications dated December 6, 2006, (Notifications No. DNBS. 189 / CGM (PK)-2006 and DNBS.190 / CGM (PK)-2006), the RBI amended the NBFC Acceptance of Public Deposits (Reserve Bank) Directions, 1998, reclassifying deposit taking NBFCs, such as us. We are also subject to the requirements of the Non Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by the RBI on February 22, 2007, as amended. The laws and regulations governing the banking and financial services industry in India have become increasingly complex and cover a wide variety of issues, such as interest rates, liquidity, securitization, investments, ethical issues, money laundering and privacy. In some cases, there are overlapping regulations and enforcement authorities. Moreover, these laws and regulations can be amended, supplemented or changed at any time such that we may be required to restructure our activities and incur additional expenses to comply with such laws and regulations, which could materially and adversely affect our business and our financial performance. Compliance with many of the regulations applicable to our operations in India and/or outside India, including any restrictions on investments, lending and other activities currently being carried out by our Company, involves a number of risks, particularly in areas where applicable regulations may be subject to varying interpretations. If the interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and our business could be adversely affected. We are also subject to changes in Indian laws, regulations and accounting principles and practices. There can be no assurance that the laws governing the Indian financial services sector will not change in the future or that such changes or the interpretation or enforcement of existing and future laws and rules by governmental and regulatory authorities will not adversely affect our business and future financial performance. 39. Our insurance coverage may not adequately protect us against losses. We maintain such insurance coverage that we believe is adequate for our operations. Our insurance policies, however, may not provide adequate coverage in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. We maintain general liability insurance coverage, including coverage for errors or omissions. We cannot, however, assure you that the terms of our insurance policies will be adequate to cover any damage or loss suffered by us or that such coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies, including premium increases or the imposition of a larger deductible or coinsurance requirement, could adversely affect our business, financial condition and results of operations. Risks Relating to the Utilization of Issue Proceeds 40. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or financial institution. We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for our various financing activities including lending and investments, subject to applicable statutory and/or regulatory requirements, to repay our existing loans and our business operations including for our capital expenditure and working capital requirements. For further details, please refer to the section titled Objects of the Issue beginning on page 93 of this Draft Prospectus. The fund requirement and deployment is based on internal management estimates and has not been appraised by any bank or financial institution. The management will have significant flexibility in applying the proceeds received by us from the Issue. Further, as per the provisions of the Debt Regulations, we are not required to appoint a monitoring agency and therefore no monitoring agency has been appointed for this Issue. - 28 -

Risks Relating to the NCDs

41.

Changes in interest rates may affect the price of our NCDs. All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.

42.

You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the NCDs. Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors inter-alia including our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued thereon in a timely manner or at all. Although 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, the realizable value of the assets charged as security, when liquidated, may be lower than the outstanding principal and/or interest accrued thereon in connection with the NCDs. A failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose you to a potential loss.

43.

If we do not generate adequate profits, we may not be able to maintain an adequate Debenture Redemption Reserve, (DRR), for the NCDs issued pursuant to this Draft Prospectus. Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the debentures are redeemed. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (Circular), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be adequate to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Accordingly, if we are unable to generate adequate profits, the DRR created by us may not be adequate to meet the 50% of the value of the NCDs. This may have a bearing on the timely redemption of the NCDs by our Company.

44.

Any downgrading in credit rating of our NCDs may affect the value of NCDs and thus our ability to raise further debts. The NCDs proposed to be issued under this Issue have been rated AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. 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 page 41 for the rationale for the above ratings. . - 29 -

45.

There is no active market for the NCDs on the WDM segment of the stock exchanges. As a result the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected. There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market price of the NCDs would depend on various factors inter alia including (i) the interest rate on similar securities available in the market and the general interest rate scenario in the country, (ii) the market price of our Equity Shares, (iii) the market for listed debt securities, (iv) general economic conditions, and, (v) our financial performance, growth prospects and results of operations. The aforementioned factors may adversely affect the liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs and/or be relatively illiquid.

46.

There may be a delay in making refunds to applicants. We cannot assure you that the monies refundable to you, on account of (a) withdrawal of your applications, (b) our failure to receive minimum subscription in connection with the Base Issue, (c) withdrawal of the Issue, or (d) failure to obtain the final approval from the NSE for listing of the NCDs, will be refunded to you in a timely manner. We however, shall refund such monies, with the interest due and payable thereon as prescribed under applicable statutory and/or regulatory provisions.

B. 1.

EXTERNAL RISK FACTORS Our business is dependent on the automobile and transportation industry in India. Our business to a large extent depends on the continued growth in the automobile and transportation industry in India, which is influenced by a number of extraneous factors which are beyond our control, inter-alia including (a) the macroeconomic environment in India, (b) the demand for transportation services, (c) natural disasters and calamities, and (d) changes in regulations and policies in connection with motor vehicles. Such factors may result in a decline in the sales or value of new and pre-owned CVs. Correspondingly, the demand for availing finance for new and pre-owned commercial vehicles may decline, which in turn may adversely affect our financial condition and the results of our operations. Further, the ability of CV owners and/or operators to perform their obligations under existing financing agreements may be adversely affected if their businesses suffer as a result of the aforesaid factors.

2.

Increase in competition from our peer group in the CV finance sector may result in reduction of our market share, which in turn may adversely affect our profitability. Our Company provides loans to pre-owned and new CV owners and/or operators in suburban and rural areas in India. Although, we have been named as the largest asset financing NBFC providing CV finance*, we have been increasingly facing competition from domestic and foreign banks and NBFCs operating in the CV finance segment of the industry. Some of our competitors are very aggressive in underwriting credit risk and pricing their products and may have access to funds at a lower cost, wider networks and greater resources than our Company. Our financial condition and results of operations are dependent on our ability to obtain and maintain low cost funds and to provide prompt and quality services to our customers. If our Company is unable to access funds at a cost comparable to or lower than our competitors, we may not be able to offer loans at competitive interest rates to our customers. * The D&B Research Report and the CRISIL Report had named our Company as the largest asset financing NBFC in terms of their research based on various financial and non financial parameters. While our Company believes that it has historically been able to offer competitive interest rates on the loans extended to our customers, there can be no assurance that our Company will be able to continue to do so in the future. An increase in competition from our peer group may result in a decline in our market share, which may in turn result in reduced incomes from our operations and may adversely affect our profitability. - 30 -

3.

Our growth depends on the sustained growth of the Indian economy. An economic slowdown in India and abroad could have a direct impact on our operations and profitability. Macroeconomic factors that affect the Indian economy and the global economic scenario have an impact on our business. The quantum of our disbursements is driven by the growth in demand for CVs. Any slow down in the Indian economy may have a direct impact on our disbursements and a slowdown in the economy as a whole can increase the level of defaults thereby adversely impacting our Companys, profitability, the quality of its portfolio and growth plans.

4.

Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally, which could impact our business. Since 1991, the Government has pursued a policy of economic liberalization, including significantly relaxing restrictions on the private sector. There can be no assurance that these liberalization policies will continue in the future as well. The rate of economic liberalization could change, and specific laws and policies affecting financial services companies, foreign investment, currency exchange rates and other matters affecting investments in Indian companies could change as well. A significant slowdown in Indias economic liberalization and deregulation policies could disrupt business and economic conditions in India, thus affecting our business. Any political instability in the country, including any change in the Government, could materially impact our business adversely.

5.

Civil unrest, terrorist attacks and war would affect our business. Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well as the United States of America, the United Kingdom, Singapore and the European Union, may adversely affect Indian and global financial markets. Such acts may negatively impact business sentiment, which could adversely affect our business and profitability. India has from time to time experienced, and continues to experience, social and civil unrest, terrorist attacks and hostilities with neighbouring countries. Also, some of Indias neighbouring countries have experienced, or are currently experiencing internal unrest. This, in turn, could have a material adverse effect on the Indian economy and in turn may adversely affect our operations and profitability and the market for the NCDs.

6.

Our business may be adversely impacted by natural calamities or unfavourable climatic changes. India, Bangladesh, Pakistan, Indonesia, Japan and other Asian countries have experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced pandemics, including the outbreak of avian flu. These economies could be affected by the extent and severity of such natural disasters and pandemics which could, in turn affect the financial services sector of which our Company is a part. Prolonged spells of abnormal rainfall, draught and other natural calamities could have an adverse impact on the economy, which could in turn adversely affect our business and the price of our NCDs.

7.

Any downgrading of India's sovereign rating by an international rating agency (ies) may affect our business and our liquidity to a great extent. Any adverse revision to India's credit rating for domestic and international debt by international rating agencies may adversely impact our ability to raise additional finances at favourable interest rates and other commercial terms. This could have an adverse effect on our growth, financial performance and our operations.

PROMINENT NOTES 1. This is a public issue of NCDs by our Company aggregating upto ` 50,000 lacs with an option to retain oversubscription upto ` 50,000 lacs for issuance of additional NCDs aggregating to a total of ` 1,00,000 lacs. - 31 -

2.

For details on the interest of our Companys Directors, please refer to the sections titled Our Management and Capital Structure beginning on pages 131 and 63 of this Draft Prospectus, respectively. Our Company has entered into certain related party transactions, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, 2006, as disclosed in the section titled Financial Information beginning on page 149 of this Draft Prospectus. Any clarification or information relating to the Issue shall be made available by the Lead Managers, the Co-Lead Managers and our Company to the investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever. Investors may contact the Registrar to the Issue, Compliance Officer, and the Lead Managers, the Co-Lead Managers for any complaints pertaining to the Issue. In case of any specific queries on allotment/refund, Investor may contact Registrar to the Issue. In the event of oversubscription to the Issue, allocation of NCDs will be as per the "Basis of Allotment" set out on page 211 of this Draft Prospectus. Our Equity Shares are listed on the NSE, BSE and MSE. Our Company has made an application dated June 1, 2011 to the Madras Stock Exchange Limited for delisting of the equity shares of our Company. The non convertible debentures issued pursuant to the two previous public issues in the years 2009 and 2010, vide the prospectus dated July 16, 2009 and the prospectus dated May 06, 2010, respectively, are listed in NSE and BSE. Some of our privately placed non convertible debentures and other debt instruments are listed in BSE and some in NSE. As of March 31, 2011, we had certain contingent liabilities not provided for, including the following: demands in respect of disputed service tax of ` 330.00 lacs, disputed sales tax demand ` 412.33 lacs and guarantees of ` 1,94,058.28 lacs. For further information on such contingent liabilities, see Annexure VI to our Reformatted Unconsolidated Summary Financial Statements. For further information relating to certain significant legal proceedings that we are involved in, see Pending Proceedings and Statutory Defaults beginning on page 214 of this Draft Prospectus.

3.

4.

5.

6.

7. 8.

9.

10.

11.

12.

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SECTION III : INTRODUCTION GENERAL INFORMATION Shriram Transport Finance Company Limited Date of Incorporation: June 30, 1979. Our Company was incorporated as a public limited company under the provisions of the Act. Registered Office: Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu 600004. Registration: Corporate Identification Number: L65191TN1979PLC007874 issued by the Registrar of Companies, Tamil Nadu. Our Company holds a certificate of registration dated September 4, 2000 bearing registration no. A-07-00459 issued by the RBI to carry on the activities of a NBFC under section 45 IA of the RBI Act, 1934, which has been renewed on April 17, 2007, (bearing registration no. 07-00459). Compliance Officer (and Company Secretary): The details of the person appointed to act as Compliance Officer for the purposes of this Issue is set out below: Investors may contact the Registrar to the Issue or the Compliance Officer in case of any pre-issue or post Issue related issues such as non-receipt of Allotment Advice, demat credit, refund orders or interest on application money. Mr K. Prakash Vice President (Corporate Affairs) & Company Secretary Shriram Transport Finance Company Limited Wockhardt Towers, Level-3, West Wing, C 2, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051. Tel.: +91 22 4095 9595 Fax: +91 22 4095 9596/97 Email: stfcncd3comp@stfc.in Lead Managers: JM Financial Consultants Private Limited 141 Maker Chambers III Nariman Point Mumbai 400 021 Tel : + 91 22 6630 3030 Fax: +91 22 2204 2137 Email: stfcbondissue@jmfinancial.in Investor Grievance Email: grievance.ibd@jmfinancial .in Website: www.jmfinancial.in Contact Person : Ms. Lakshmi Lakshmanan Compliance Officer: Mr. Chintal Sakaria SEBI Registration No.: INM000010361 - 33 -

ICICI Securities Limited ICICI Centre, H.T. Parekh Marg, Churchgate Mumbai- 400 020 Tel: +91 22 2288 2460 Fax: +91 22 2282 6580 Email: stfc.debtissue@icicisecurities.com Investor Grievance Email: customercare@icicisecurities.com Website: www.icicisecurities.com Contact Person: Mr. Mangesh Ghogle SEBI Registration No: INM000011179 Co-Lead Managers: RR Investors Capital Services (P) Limited 133A, Mittal Tower, A Wing, Nariman Point, Mumbai-400 021 Tel: 022 22886627/28 Fax: 022 22851925 Email: stfcncd@rrfcl.com Investor Greivance Email:rrinvestors@rrfcl.com Website: www.rrfcl.com Contact Person: Mr. Brahmdutta Singh Compliance Officer: Mr. Sandeep Mahajan SEBI Registration No. INM000007508 Karvy Investor Services Limited Regent Chambers, 2nd floor Nariman Point, Mumbai 400021 Tel : +91 22 2289 5000 Fax: +91 22 3020 4040 Email: stfcbonds2011@karvy.com Investor Grievance Email: cmg@karvy.com Website: www.karvy.com Contact Person: Mr. Madhav Mehta SEBI Registration No: INM000008365

Debenture Trustee: IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R Kamani Marg, Ballard Estate, Mumbai 400 001 Tel: +91 22 4080 7000 Fax: + 91 22 6631 1776 Website: www.idbitrustee.co.in Contact Person: Ms. Brindha V Email: brindha@idbitrustee.co.in SEBI Registration No.: IND000000460 IDBI Trusteeship Services Limited has by its letter dated May 13, 2011 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Draft Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue. - 34 -

Registrar Integrated Enterprises (India) Limited 2nd Floor, Kences Towers, No1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017 Tel: + 91 44 2814 0801, +91 44 2814 0802, +91 44 2814 0803 Fax: +91 44 28142479 Email: stfcipo@iepindia.com Investor Grievance Email: sureshbabu@iepindia.com Website: www.iepindia.com Contact Person: Ms. Anusha N and Mr. Sriram S SEBI Registration No.: INR000000544 Statutory Auditors: Our statutory auditors being: M/s. S. R. Batliboi & Co. Chartered Accountants 6th floor, Express Towers Nariman Point Mumbai 400 021 Email: SRBC@in.ey.com Tel: +91 22 6657 9200 Fax: +91 22 2287 6401 Firm registration number: 301003E Credit Rating Agencies: CRISIL Limited CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076 Tel: +91 22 3342 3000 Fax: +91 22 3342 3050 Credit Analysis & Research Limited 4th Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway Sion (East), Mumbai 400 022 Tel: +91 22 6754 3456 Fax: +91 22 6754 3457 M/s. G. D. Apte & Co. Chartered Accountants Dream Presidency, 1202/17E, Shivajinagar, Off Apte Road, Pune 411 004 Tel: +91 20 2553 2114, +91 20 2552 0011, +91 20 2553 2716 Fax: +91 20 2553 4769 Firm registration number: 100515W

Legal Advisor to the Issue: J Sagar Associates Vakils House, 18, Sprott Road Ballard Estate Mumbai- 400 001 Tel: +91 22 4341 8500 Fax: +91 22 6656 1515 Advisors to the Issuer VNS Legal Advocates 5th Floor, Mookambika Complex - 35 -

4, Lady Desika Road Mylapore Chennai - 600 004, India Email: shiva@vnslegal.in Tel: + 91 94440 76813, +91 44 2499 7133 Fax: + 91 44 2499 0549 Bankers to the Issue: [] Bankers to our Company

ABU DHABI COMMERCIAL BANK 75 RehmatManzil, Veer Nariman Road, Churchgate, Mumbai 400 020 Tel: +91 22 3953 4100, +91 22 2285 5658 Fax:+91 22 2287 0686

ALLAHABAD BANK 41, Mount Road, Chennai 600 002 Tel: +91 44 2454 6272, +91 44 2454 7497, Fax: +91 44 2855 5959

ANDHRA BANK Corporate Finance Branch, 16th, Earnest House, NCPA Marg, Nariman Point, Mumbai 400 021 Tel: +91 22 2288 5846 Fax: +91 22 2288 5841 BANK OF AMERICA 16th Floor, Express Towers, Nariman Point, Mumbai 400 021 Tel: +91 22 6632 3352 Fax: +91 22 6632 3114

AXIS BANK Corporate Banking Branch, Axis Bank Ltd, Axis House, Ground Floor, Bombay Dyeing Mill Compound, P.B. Marg, Worli, Mumbai-400 025. 022- 2425 3049 (D).

BANK OF BAHRAIN & KUWAIT Jolly Maker Chambers II, 225, Nariman Point, Mumbai 400 021 Tel: +91 22 2282 3698, +91 22 2282 3699 Fax: +91 22 22044458, +91 22 2284 1416 BANK OF CEYLON No. 1090, Poonamallee High Road, Chennai 600 084 Tel: +91 44 2642 0972, +91 44 2642 0973, +91 44 2642 0974, +91 44 2642 0976 Fax: +91 44 2532 5590

BANK OF BARODA Corporate Financial Services Branch, 3, HirachandWalchandMarg, Ballard Pier, Mumbai 400 001 Tel: +91 22 4340 7301, +91 22 4340 7302, +91 22 4340 7318 Fax: +91 22 226 55778, +91 22 2261 0413

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BANK OF INDIA Bank of India Building 4th Floor, 70-80 M.G. Road Fort, Mumbai 400 023 Tel:+91 22 2262 3656 +91 22 2269 6817 Fax: +91 -22 2267 1718 /2265 6918

BANK OF MAHARASHTRA 1St Floor, Janmangal 45/47, Mumbai SamacharMarg Fort ,Mumabi-400023 Tel: +91 22 2265 2595 Fax: +91 22 2265 2912

BARCLAYS BANK PLC 601/603 CeejayHouse,Shivsagar Estate, Dr. Annie Basant Road, Worli, Mumbai 400 018, India Tel: +91 22 6719 6400 Fax: +91 22 6719 6767

BANK OF TOKYO MITSUBISHI UFJ LIMITED Floor, Hoechst House, 193, Vinay K. Shah Marg, Nariman Point, Mumbai 400 021 Tel: +91 22 6669 3000 Fax: +91 22 6669 3010 CANARA BANK Maker Tower F Wing 85 Cuffe Parade Mumbai 400 005 Tel: 022 - 22156018

15th

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK Westminster Building, 2nd Floor, New No. 70, Dr. RadhakrishnanSalai, Mylapore, Chennai 600 004 Tel: +91 44 6635 1000 Fax: +91 44 2847 4619

CENTRAL BANK OF INDIA Chandremukhi Nariman Point, Mumbai 400 021 Tel: +91 22 4078 5801, 39 Fax: +91 22- 40785840

CHINA TRUST COMMERCIAL BANK A-1-16,Wenger House, Mazzanine Floor, Rajiv Chowk, Cannaught Place New Delhi-110001 Tel: +91 11 2373 1815

CORPORATION BANK 104, BHARAT HOUSE, BOMBAY SAMACHAR MARG, FORT, Mumbai 400023

UBS A.G. BANK Mumbai Branch, 3F, 2 North Avenue, Maker Maxity, Bandra (E), Mumbai 400 051 Tel: +91 22 6155 6619

CITI BANK N. A. Citi centre, 7th Floor, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051. Tel: +91 22 4001 5028, Fax: +91 22 2653 5872

CITY UNION BANK LIMITED 402, Jains Arcade, 14th Road Junction, Khar (W), Mumbai 400 052 Tel: +91 22 2604 0632, +91 22 2605 5575 Fax: +91 22 2604 3907

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DBS BANK LIMITED 3rd Floor, Fort House, 221, Dr. D. N. Road, Fort, Mumbai 400 001 Tel: +91 22 6638 8888 Fax: +91 22 6638 8899

DENA BANK Sapthgiri Apartment, 83, T. T. K. Road, Alwarpet, Chennai 600 018 Tel: +91 44 2499 4279 Fax: +91 44 2498 8892

DEUTSCHE BANK A. G. Kodak House 222,Dr. D.N. Road Fort, Mumbai 400 001 Tel: +91 22 6670 3056 Fax: +91 22 6670 3065

DHANLAXMI BANK LIMITED Second Floor, Near Gate no. 4, Kamal Mills Compound , Lower Parel, Mumbai-400013 Tel: +91 22 6154 1700 Fax: +91 22 2287 1637

FEDERAL BANK LIMITED Corporate Banking Branch, 1st Floor, Raj Bahadur mansion 32, Mumbai SamacharMarg Fort, Mumbai-400001 Tel: +91 22 22680131 Fax: +91 22 22680254

HDFC BANK LIMITED Process House, 2nd Floor, Kamala Mills Compound, Lower Parel, Mumbai 400 013 Tel: +91 22 2496 1616, +91 22 2498 8484 Fax: +91 22 2496 3994, +91 22 2496 8135

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED 52/60, Mahatma Gandhi Road, P. O. Box 128, Mumbai 400 001 Tel: +91 22 2268 5555 Fax: +91 22 2268 0254

ICICI BANK LIMITED ICICI Bank Towers, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 Tel: +91 22 2653 1414 Fax: +91 22 2653 1206

INDIAN BANK 325, Gitanjali Building, Nehru Road, Vile Parle (E), Mumbai 400 057 Tel: +91 22 26146 662, +91 22 2614 8753 Fax: +91 22 2617 4297

INDIAN OVERSEAS BANK Merchant Chamber, Ground Floor, Near SNDT University, New Marine Line, Mumbai 400 020 Tel:+91 22 2201 6822, +91 22 2201 2528 Fax: +91 22 2203 5571

INDUSIND BANK 1st Floor Indusind House, 425, Dr. D.B. Marg, Opera House , Mumbai-400004 Tel: +91 22 4345 7500 Fax: +91 22 4345 7530

IDBI Bank Limited IDBI Towers, WTC Complex, Cuffe Parade, Mumbai 400 005 Tel: +91 22 6655 2243 Fax: +91 22 2216 0785

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ING VYSYA BANK Plot C-12, G Block, 8th Floor BKC, Bandra(E ), Mumbai 400 051 Tel : 022 3309 5000

JAMMU & KASHMIR BANK Corporate Branch, Worli BlockD, 1st Floor, North Side Shiv Sagar Estates, Dr.Annie Besant Road Worli, Mumbai 400 018

JP MORGAN CHASE BANK N.A. J P Morgan Tower Off CST Road , Kalina Santa Cruz (E) Mumbai-400098 Tel: +91 22 6157 3691 Fax: +91 22 6157 3916

KARUR VYSYA BANK LIMITED P. N. No. 1414, Ground Floor, Kamanwala Chambers, Sir P. M. Road, Fort, Mumbai 400 001 Tel: +91 22 2266 5467, Fax: +91 22 2261 2761

KARNATAKA BANK LIMITED 294/A, Haroon House, PerinNariman Street, Fort, Mumbai 400 001 Tel: +91 22 2266 2283, +91 22 2266 3256 Fax: + 91 22 2266 1685 THE LAKSHMI VILAS BANK LIMITED No. 64, Dr. V. B. Gandhi Marg, Kalaghoda, Fort, Mumbai 400 001 Tel: +91 22 2267 2247, +91 22 2267 2255 Fax: +91 22 2267 0267

KOTAK MAHINDRA BANK LIMITED 13th Floor, 36-38A, NarimanBhavan, 227 Nariman Point, Mumbai 400 021 Tel: +91 22 6759 5500 Fax: +91 22 6759 5964 ORIENTAL BANK OF COMMERCE Shreeji Chambers, Tata Road No.2, Opera House, Mumbai 400 004 Tel: +91 22 2364 3571, +91 22 2364 3572, +91 22 2364 3573, +91 22 2364 3574 Fax: +91 22 2363 7667 PUNJAB NATIONAL BANK 10, Raja Street, T. Nagar, Chennai 600 001 Tel : +91 44 2434 2286 Fax : +91 44-24341050

PUNJAB & SIND BANK 165 ThambuChetty Street, Chennai 600 001 Tel: +91 44 2234 2562, +91 44 2535 9665 Fax: +91 44 2534 2016

THE RATNAKAR BANK LIMITED Unit No. 3 & 4, Ground Floor, 7, Homji Street, Rohimatullah House, Horniman Circle, Fort, Mumbai 400 001 Tel: +91 22-22703635/22703638 Fax: +91 22-22703635

CITI Corp India N. A. Citi centre, 7th Floor, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051. Tel: +91 22 4001 5028, Fax: +91 22 2653 5872

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SHINHAN BANK 42, Jolly Maker Chambers II, Nariman Point, Mumbai 400 021 Tel: +91 22 2282 2200 Fax: +91 22 2288 4277

THE SOUTH INDIAN BANK LIMITED 289, Emca House, S. B. Singh Road, Fort, Mumbai 400 001 Tel: +91 22 22611209, +91 22 2265 8974 Fax: +91 22 2261 4749 SMALL INDUSTRIES DEVELOPMENT BANK OF INDIA OVERSEAS TOWERS, NO. 756L, Anna Salai (Opp. TVS) Chennai 600 002 Tel: +91 44 6663 6028, +91 44 6663 6055 Fax: +91 44 2852 0692 SOCIETE GENERALE CORPORATE & INVESTMENT BANKING Maker Chamber IV, 13th Floor, Nariman Point, Mumbai 400 021 Tel: +91 22 6630 9500 Fax: +91 22 22045459

STANDARD CHARTERED BANK CRESCENZO, 6th Floor, C-38/39, G-Block, Behind MCA Club, BandraKurla Complex, Bandra (East), Mumbai 400 051 .

STATE BANK OF BIKANER AND JAIPUR United India Life Building, Sir P. M. Road, Fort, Mumbai 400 023 Tel: +91 22 2266 3189, +91 22 2266 2573 Fax: +91 22 2266 0875

STATE BANK OF HYDERABAD Coporate Finance Branch, C-11, Mittal Tower, 210, Nariman Point, Mumbai 400 021 Tel: +91 22 22843 3550, +91 22 2284 1043, +91 22 2284 4096 Fax: +91 22 2284 1096

STATE BANK OF INDIA Industrial Finance Branch, The Arcade 2nd Floor, World Trade Centre, Cuffe Parade, Colaba, Mumbai 400 005

STATE BANK OF MAURITIUS LIMITED 101, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai 400 021 Tel: +91 22 4302 8888 Fax: +91 22 2284 2966 STATE BANK OF PATIALA Commercial Branch, Atlanta, 1st Floor, Nariman Point, Mumbai 400 021 Tel: + 91 222285 1775, +91 22 2285 1762 Fax: +91 22 6637 5703

STATE BANK OF MYSORE # 224, CWing, Mittal Court, Nariman Point, Mumbai 400 021 Tel: +91 22 2279 0534 Fax: +91 22 2204 4281

STATE BANK OF TRAVANCORE Commercial Branch, JeevanAnand, 556, Anna Salai, Teynampet, Chennai 600 018 Tel: +91 44 2435 9435, +91 22 2435 9432 Fax: +91 44 2435 1671

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UCO BANK Flagship Corporate Branch, 1st Floor, Mafatlal Centre, Nariman Point, Mumbai 400 021 Tel: +91 22 4054 9191 Fax: +91 22 4054 9122

UNION BANK OF INDIA Union Bank Bhavan, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai 400 021 Tel: +91 22 2289 2150, +91 22 2289 2022 Fax: + 91 22 2285 5037

UNITED BANK OF INDIA Hotel Oberai Towers Branch, Hotel Oberai Towers Building, Nariman Point, Mumbai 400 021 Tel: +91 22 2204 7121 Fax: +91 22 2202 6366

VIJAYA BANK 29 Clover Apartment, Cuffe Parade, Colaba, Mumbai 400 005 Tel: +91 22 221 86515, +91 22 2216 3590 Fax: +91 22 2218 2546

YES BANK LIMITED 11th Floor, Nehru Centre, Discovery of India, Worli, Mumbai 400 018 Tel: + 91 22 6669 9000, +91 22 6620 9093 Fax: + 91 22 2490 1128 MIZUHO CORPORATE BANK LIMITED Maker Chamber III 1st Floor Jamnalal Bajaj Road Nariman Point, Mumbai -400021 Tel: + 91 22 2288 6638, +91 22 2288 6639 Fax: +91 22 2288 6640, +91 22 2282 8774

SYNDICATE BANK 82,B Pokar Mansion N. G. AcharyaMarg,Govandi Chembur, Mumbai-400071 Tel :+91 22 2521 4476 Fax: +91 22 2522 2015 GE Capital Services Limited Building No 7A, 6th Floor DLF Cyber City DLF Phase-III Gurgaan 122002

Impersonation As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub-section (1) of section 68A of the Act, relating to punishment for fictitious applications. Minimum Subscription If our Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. ` 37,500 lacs, prior to allotment, the entire subscription shall be refunded to the applicants within 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. Credit Rating and Rationale The NCDs proposed to be issued under this Issue have been rated AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. 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. The rationale for the aforementioned credit rating issued by CRISIL is as follows: - 41 -

The ratings reflect STFCLs strong market position in the pre-owned commercial vehicle (CV) finance segment, healthy capitalisation, stable asset quality, and healthy earnings profile. These rating strengths are partially offset by STFCLs average, though improving, resource profile, and limited diversity in its business profile. STFCL is a major player in the domestic CV finance segment. STFCL is the leader in the pre-owned CV finance segment. STFCL has also improved its market position in the new CV finance segment. STFCL lends predominantly to the single-road transport operator (SRTO) segment, which accounts for over 90 per cent of its outstanding portfolio.

Utilisation of Issue proceeds Our Board of Directors certifies that:

all monies received out of the Issue shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act; details of all monies utilised out of the Issue referred above shall be disclosed under an appropriate separate head in our balance sheet indicating the purpose for which such monies have been utilised; details of all unutilised monies out of the Issue, if any, shall be disclosed under an appropriate head in our balance sheet indicating the form in which such unutilised monies have been invested; and we shall utilize the Issue proceeds only upon creation of security as stated in this Draft Prospectus in the section titled Issue Structure beginning on page 190 of this Draft Prospectus. the Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property.

Issue Programme The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and shall close at the close of banking hours on the dates indicated below or earlier or on such date, as may be decided at the discretion of the Board of Directors or any committee of the Board of Directors of our Company subject to necessary approvals [], 2011 ISSUE OPENS ON [], 2011 ISSUE CLOSES ON The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours on the dates indicated above or earlier or on such date as may be decided at the discretion of the Committee of Directors of our Company subject to necessary approvals. In the event of such early closure of subscription list of the Issue, our Company shall ensure that notice of such early closure is given one day prior to such early date of closure through advertisement/s in a leading national daily newspaper.

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SUMMARY OF BUSINESS, STRENGTH & STRATEGY Overview We are the largest Indian asset financing NBFC *, with a primary focus on financing pre-owned commercial vehicles. The D&B Research Report and the CRISIL Report had named our Company as the largest asset financing NBFC in terms of their research based on various financial and non financial parameters. We are among the leading financing institutions in the organized sector for the commercial vehicle industry in India for FTUs and SRTOs. We also provide financing for passenger commercial vehicles, multi-utility vehicles, three wheelers, tractors and construction equipment. In addition, we provide ancillary equipment and vehicle parts finance, such as loans for tyres and engine replacements, and provide working capital facility for FTUs and SRTOs. We also provide ancillary financial services targeted at commercial vehicle operators such as freight bill discounting and also market co-branded credit cards targeted at commercial vehicle operators in India, thereby providing comprehensive financing solutions to the road logistics industry in India. * Source: The D&B Research Report and the CRISIL Report, in terms of their research based on various financial and non financial parameters. We have recently forayed into the business of providing stock yard services, refurbishing pre-owned commercial vehicles and construction equipment and providing a trading platform for the auctioning and sale of such pre-owned commercial vehicles and construction equipment, showrooms for refurbished pre-owned commercial vehicles, as well as commercial vehicles repossessed by financing companies, through our wholly-owned subsidiary, Shriram Automall India Limited, which was incorporated on February 11, 2010. We have also forayed into the business of providing equipment finance in connection with both new and pre-owned construction and other equipment, through our wholly owned subsidiary, Shriram Equipment Finance Company Limited, which was incorporated on December 15, 2009 and received a certificate of registration dated October 8, 2010, to carry on the business of a NBFC (without accepting public deposits) from the RBI. Our current lines of business and organisational structure is as follows:

Our Company was established in 1979 and we have a long track record of over three decades in the commercial vehicle financing industry in India. The Company has been registered as a deposit-taking NBFC with the RBI since September 4, 2000 under Section 45IA of the Reserve Bank of India Act, 1934. We are a part of the Shriram group of companies which has a strong presence in financial services in India, including commercial vehicle financing, consumer finance, life and general insurance, stock broking, chit funds and distribution of financial products such as life and general insurance products and mutual fund products, as well as a growing presence in other businesses such as property development, engineering projects and information technology. Our widespread network of branches across India has been a key driver of our growth over the years. As of March 31, 2011 we had 488 branches across India, including at most of the major commercial vehicle hubs along various road transportation routes in India. We have also strategically expanded our marketing network and operations by entering into partnership and - 43 -

co-financing arrangements with private financiers in the unorganized sector involved in commercial vehicle financing. As of March 31, 2011 our total employee strength was 16,919. We have demonstrated consistent growth in our business and in our profitability. Our Assets Under Management include loan assets in the books of our Company and assets that have been securitized / assigned by us. Our Assets Under Management has grown by a compounded annual growth rate, or CAGR, of 31.52 % from ` 12,09,284.39 lacs (comprising Assets Under Management in the books of our Company of ` 8,41,591.77 lacs, loan assets securitized/assigned of ` 3,14,054.92 lacs and portfolio managed by our Company of ` 52,317.00 lacs) as of March 31, 2007 to ` 36,18,263.33 lacs (comprising Assets Under Management in the books of our Company of ` 19,86,561.09 lacs, and loan assets securitized/assigned of ` 16,31,702.24 lacs as of March 31, 2011. Our capital adequacy ratio as of March 31, 2011 computed on the basis of applicable RBI requirements was 24.85%, compared to the RBI stipulated minimum requirement of 12.00%. Our Tier I capital as of March 31, 2011 was ` 4,58,183.42 lacs. Our Gross NPAs as a percentage of Total Loan Assets were 2.66 % as of March 31, 2011. Our Net NPAs as a percentage of Net Loan Assets was 0.38% as of March 31, 2011.

Our total income increased from ` 1,42,138.60 lacs in fiscal 2007 to ` 5,42,965.40 lacs in fiscal 2011 at a CAGR of 39.80%. Our net profit after tax increased from ` 19,039.71 lacs in fiscal 2007 to ` 1,22,988.00 lacs in fiscal 2011, at a CAGR of 59.42%. A summary of our assets under management, total income and Net profit after tax for the corresponding periods specified below are as follows.
` In Lacs

Particulars Assets Under Management Net Non performing assets

As at March 31, 2007 12,09,284.39 11,015.70 For the Financial Year Ended March 31, 2007 142,138.60 19,039.71

As at March 31, 2008 19,95,895.52 13,553.78 For the Financial Year Ended March 31, 2008 2,50,730.12 38,982.65

Total Income Net Profit after Tax Our Strengths

As at March 31, 2009 23,32,122.04 14,746.53 For the Financial Year Ended March 31, 2009 3,72,996.69 61,240.21

As at March 31, 2010 29,15,928.19 12,488.76 For the Financial Year ended March 31, 2010 4,49,588.96 87,311.74

As at March 31, 2011 36,18,263.33 7,445.92 For the Financial year ended March 31, 2011 5,42,965.40 1,22,988.00

We believe that the following are our key strengths: The largest asset financing NBFC* The D&B Research Report and the CRISIL Report had named our Company as the largest asset financing NBFC in terms of their research based on various financial and non financial parameters. * Source: The D&B Research Report and the CRISIL Report, in terms of their research based on various financial and non financial parameters. We primarily cater to FTUs and SRTOs and we believe we are among the leading financing institutions in the organized sector in this particular segment. Our widespread network of 488 branches across India as of March 31, 2011 enables us to access a large customer base including in most major and minor commercial vehicle hubs along various road transportation routes in India. We believe that our widespread branch network enables us to service and support our existing customers from proximate locations which provide customers easy access to our services. We have also strategically expanded our marketing and customer origination network by entering into partnership and co-financing arrangements with private financiers involved in commercial vehicle financing. We believe our relationship with these partners is a critical factor in sourcing new customers and enhancing reach and penetration at low upfront capital cost. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products as well as derive benefit from customer referrals. - 44 -

Our Assets Under Management as of March 31, 2011, was ` 36,18,263.33 lacs (comprising Assets Under Management in the books of our Company of ` 19,86,561.09 lacs, loan assets securitized /assigned of ` 16,31,702.24 lacs). This is supported by a strong capital base, with share capital of ` 22,618.47 lacs and reserves and surplus of ` 4,67,466.28 lacs as of March 31, 2011. Our capital adequacy ratio as of March 31, 2011 computed on the basis of applicable RBI requirements was 24.85%, compared to the RBI stipulated minimum requirement of 12.00%. Our Tier I capital as of March 31, 2011 was ` 4,58,183.42 lacs. Access to a range of cost effective funding sources We fund our capital requirements through a variety of sources. Our fund requirements are currently predominantly sourced through term loans from banks, issue of redeemable non-convertible debentures, and cash credit from banks including working capital loans. We access funds from a number of credit providers, including nationalized banks, private Indian banks and foreign banks, and our track record of prompt debt servicing has allowed us to establish and maintain strong relationships with these financial institutions. We also place commercial paper and access inter-corporate deposits, if required. As a deposit-taking NBFC, we are also able to mobilize retail fixed deposits at competitive rates. We have also raised subordinated loans eligible for Tier II capital. We undertake securitization/assignment transactions to increase our capital adequacy ratio, increase the efficiency of our loan portfolio and as a cost effective source of funds. In relation to our long-term debt instruments, we currently have ratings of CARE AA+ from Credit Analysis and Research Limited (CARE), AA/Stable from CRISIL and AA (Ind) from FITCH. In relation to our short-term debt instruments, we have also received ratings of F1+ (ind) from FITCH and P1+ from CRISIL. The NCDs proposed to be issued under this Issue have been rated AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. We believe that we have been able to achieve a relatively stable cost of funds despite the difficult conditions in the global and Indian economy and the resultant reduced liquidity and an increase in interest rates, primarily due to our improved credit ratings, effective treasury management and innovative fund raising programs. We believe we are able to borrow from a range of sources at competitive rates. The RBI currently mandates domestic commercial banks operating in India to maintain an aggregate of 40.00% (32.00% for foreign banks) of their advances or credit equivalent amount of off-balance sheet exposure, whichever is higher as priority sector advances. These include advances to agriculture, small enterprises (including SRTOs, which constitute the largest proportion of our loan portfolio), exports and similar sectors where the Government seeks to encourage flow of credit for developmental reasons. Banks in India that have traditionally been constrained or unable to meet these requirements organically, have relied on specialized institutions like us that are better positioned to or exclusively focus on originating such assets through on-lending or purchase of assets or securitized/assigned pools to comply with these targets. Our securitized/assigned asset pools are particularly attractive to these banks as such transactions provide them with an avenue to increase their asset base through low cost investments and limited risk. Majority of our loan portfolio being classified as priority sector lending also enables us to negotiate competitive interest rates with banks, NBFCs and other lenders. In fiscal 2009, 2010 and 2011, the total book value of loan assets securitized/assigned was ` 3,12,498.40 lacs, ` 8,75,681.40 lacs and ` 10,20,361.35 lacs, respectively. Unique business model and a track record of strong financial performance We primarily cater to FTUs and SRTOs and we believe we are the only financing institution in the organized sector providing finance to FTUs and SRTOs in the pre-owned commercial vehicle finance segment. Most of our customers are not a focus segment for banks or other NBFCs as these customers lack substantial credit history and other financial documentation on which many of such financial institutions rely to identify and target new customers. As the market for commercial vehicle financing, especially the pre-owned commercial vehicle financing, is fragmented, we believe our credit evaluation techniques, relationship based approach, extensive branch network and strong valuation skills make our business model unique and sustainable as compared to other financiers. In particular, our internally-developed valuation methodology requires deep knowledge and practical experience developed over a period of time, and we believe this is a key strength that is difficult to replicate. We provide finance to pre-owned commercial vehicle operators at favourable interest rates and repayment terms as compared to private financiers in the unorganized sector.

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Our retail focus, stringent credit policies and relationship based model has helped us maintain relatively low NPA levels. Our Gross NPAs as a percentage of Total Loan Assets were 2.66% as of March 31, 2011. Our Net NPAs as a percentage of Net Loan Assets was 0.38% as of March 31, 2011. Strong brand name We believe that the "Shriram" brand is well established in commercial vehicle financing throughout India. We believe that we are the only financing company in the organized sector with particular focus on the pre-owned commercial vehicle financing segment to FTUs and SRTOs in India. Our targeted focus on and the otherwise fragmented nature of this market segment, our widespread branch network, particularly in commercial vehicle hubs across India, as well as our large customer base has enabled us to build a strong brand. Our efficient credit approval procedures, credit delivery process and relationship-based loan administration and monitoring methodology have also aided in increasing customer loyalty and earn repeat business and customer referrals. Extensive experience and expertise in credit appraisal and collection processes We have developed a unique business model that addresses the needs of a specific market segment with increasing demand. We focus on closely monitoring our assets and borrowers through product executives who develop long-term relationships with commercial vehicle operators, which enables us to capitalize on local knowledge. We follow stringent credit policies, including limits on customer exposure, to ensure the asset quality of our loans and the security provided for such loans. Further, we have nurtured a culture of accountability by making our product executives responsible for loan administration and monitoring as well as recovery of the loans they originate. Extensive expertise in asset valuation is a pre-requisite for any NBFC providing loans for pre-owned assets. Over the years, we have developed expertise in valuing pre-owned vehicles, which enables us to accurately determine a recoverable loan amount for commercial vehicle purchases. We believe a tested valuation technique for these assets is a crucial entry barrier for others seeking to enter our market segment. Furthermore, our entire recovery and collection operation is administered inhouse and we do not outsource loan recovery and collection operations. We believe that our loan recovery procedure is particularly well-suited to our target market in the commercial vehicle financing industry, as reflected by our high loan recovery ratios compared to others in the financial services industry, and we believe that this knowledge and relationship based recovery procedure is difficult to replicate in the short to medium term. Experienced senior management team Our Board consists of 10 Directors, including representatives of Newbridge India Investments II Limited (TPG Group), with extensive experience in the automotive and/or financial services sectors. Our senior and middle management personnel have significant experience and in-depth industry knowledge and expertise. Most of our senior management team has grown with our Company and have more than 15 years of experience with us. Our management promotes a result-oriented culture that rewards our employees on the basis of merit. In order to strengthen our credit appraisal and risk management systems, and to develop and implement our credit policies, we have hired a number of senior managers who have extensive experience in the Indian banking and financial services sector and in specialized lending finance firms providing loans to retail customers. We believe that the in-depth industry knowledge and loyalty of our management and professionals provide us with a distinct competitive advantage. Our Strategies Our key strategic priorities are as follows: Further expand operations by growing our branch network and increasing partnership and co-financing arrangements with private financiers We intend to continue to strategically expand our operations in target markets that are large commercial vehicle hubs by establishing additional branches. Our marketing and customer origination and servicing efforts strategically focus on building long term relationships with our customers and address specific issues and local business requirements of potential customers in a particular region. We also intend to increase our operations in certain regions in India where we historically had relatively limited operations, such as in eastern and northern parts of India, and to further consolidate our position and operations in western and southern parts of India. - 46 -

The pre-owned commercial vehicle financing industry in India is dominated by private financiers in the unorganized sector. We intend to continue to strategically expand our marketing and customer origination network by entering into partnership and co-financing arrangements with private financiers across India involved in commercial vehicle financing. In view of the personnel-intensive requirements of our operations, we continue to focus on growing our business by increasingly relying on partnership arrangements to effectively leverage the local knowledge, infrastructure and personnel base of our partners.

Continue to develop our Automall business through our wholly-owned subsidiary Shriram Automall India Limited Through our wholly-owned subsidiary Shriram Automall India Limited, we have recently forayed into the business of developing hubs across India called "Automalls" which are aimed at providing (i) stock yard services for pre-owned and/or repossessed commercial vehicles, construction and other equipment, (ii) refurbishing pre-owned and/or repossessed commercial vehicles and construction and other equipment, (iii) providing a trading platform for the auctioning and sale of such commercial vehicles, construction and other equipment, and (iv) providing showrooms for refurbished pre-owned commercial vehicles. Our "Automalls" are being developed as a one-stop shop catering to the various needs of commercial vehicle and equipment users, banks, NBFCs and other lenders who wish to dispose of repossessed assets, automobile and equipment dealers and manufacturers. We currently have two operational "Automalls" near Chennai and Vadodara, where we currently are providing stock-yard services, refurbishing of commercial vehicles and equipment, sale of commercial vehicles and equipment through auctions. We provide electronic touch-screen kiosks at our Companies various branch offices. We intend to gradually expand our "Automall" business by establishing between 50 and 60 "Automalls" in various parts of the country in the next 12 to 24 months. We are in the process of identifying and acquiring properties on a leasehold basis at various locations where we intend to establish our next "Automalls". Further, we propose to also provide online sale of commercial vehicles and equipment through a website, which is in the process of being developed. We also intend to provide valuation services and end-to-end "refurbishing" services relating to automobiles and equipment at our "Automalls" in the near future. We propose to work in close alliance with various banks and financial institutions, vehicle and equipment users, manufacturers, and dealers to consolidate and develop our "Automalls" business to cater to their specific requirements. We believe the following are advantages of our "Automall" business: Results in fee-based income; Offers loan origination opportunities to our Company as it can finance sales of commercial vehicles sold through the Automall platform/s; Eases liquidation of assets repossessed by our Company; and Enables us to institutionalize valuation practices and create valuation bench marks.

Consolidate and expand our construction and equipment finance business through our wholly-owned subsidiary, Shriram Equipment Finance Company Limited We have also forayed into the business of providing equipment finance in connection with both new and pre-owned construction and other equipment, through our wholly owned subsidiary, Shriram Equipment Finance Company Limited, which received a certificate of registration dated October 8, 2010, to carry on the business of a NBFC (without accepting public deposits) from the RBI. As on March 31, 2011 Shriram Equipment Finance Company Limited had disbursed equipment finance loans aggregating to ` 65,643.40 lacs. We believe that infrastructure development and construction businesses are likely to benefit from the significant investment in infrastructure by the Government of India and state governments and as well as by the private sector. Many of our customers have upgraded themselves and have become a subcontractor and we believe that the construction equipment business segment will be a logical extension of our product portfolio for our existing customer base With the global meltdown many of the existing equipment financiers have stopped funding the construction equipment and consequently a vacuum has been created in the market. We aim to tap the existing customer base and the new set of - 47 -

customers. We believe that the construction equipment finance segment provides significant growth opportunity, and intend to increasingly focus on construction equipment finance as a distinct business segment.

Diversify our product portfolio We are focused on leveraging our leadership in truck financing to expand our product portfolio, which now also includes financing for passenger commercial vehicles, multi-utility vehicles, three-wheelers, tractors, and construction equipment. We expect this will enable us to offer new products to existing customers and expand our customer base. These products have strong synergies with the truck financing sector which is our primary business line. Further, by offering additional downstream products, such as vehicle parts and other ancillary loans, credit cards and freight bill discounting, we maintain contact with the customer throughout the product lifecycle and increase our revenues. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products and products of our affiliates. Continue to implement advanced processes and systems We have invested in our technology systems and processes to create a stronger organization and ensure good management of customer credit quality. Our information technology strategy is designed to increase our operational and managerial efficiency. We aim to increasingly use technology in streamlining our credit approval, administration and monitoring processes to meet customer requirements on a real-time basis. We continue to implement technology led processing systems to make our appraisal and collection processes more efficient, facilitate rapid delivery of credit to our customers and augment the benefits of our relationship based approach. We also believe deploying strong technology systems that will enable us to respond to market opportunities and challenges swiftly, improve the quality of services to our customers, and improve our risk management capabilities.

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THE ISSUE The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information in the chapter titled Terms of the Issue beginning on page 187 of this Draft Prospectus. Common Terms of NCDs Issuer Issue Shriram Transport Finance Company Limited Public Issue by our Company of NCDs aggregating upto ` 50,000 lacs with an option to retain over-subscription upto ` 50,000 lacs for issuance of additional NCDs aggregating to a total of upto ` 1,00,000 lacs. NSE

Stock Exchanges proposed for listing of the NCDs Issuance and Trading Trading Lot Depositories Security

Rating

Issue Schedule Pay-in date Deemed Allotment Date of

Compulsorily in dematerialised form 1 (one) NCD NSDL and CDSL Security for the purpose of this Issue will be created in accordance with the terms of the Debenture Trust Deed. For further details please refer to the section titled Issue Structure beginning on page 190 of this Draft Prospectus. The NCDs proposed to be issued under this Issue have been rated AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. 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. The Issue shall be open from [], 2011to [], 2011 with an option to close earlier and/or extend upto a period as may be determined by our Board. 3 (three) Business Days from the date of reciept of application or the date of realisation of the cheques/demand drafts, whichever is later. Deemed date of allotment shall be the date of issue of the Allotment Advice / regret.

*The subscription list shall remain open for a period as indicated, with an option for early closure or extension by such period, upto a period of 30 days from date of opening of the Issue, as may be decided by the Board of Directors of our Company. In the event of such early closure of subscription list of the Issue, our Company shall ensure that notice of such early closure is given one day prior to such early date of closure through advertisement/s in a leading national daily newspaper.

The specific terms of each instrument are set out below: Options Frequency of Interest Payment Minimum Application In Multiples of Face Value of NCDs (` / NCD) Issue Price (` / NCD) Mode of Interest Payment Coupon (%) for NCD Holders in Category I and Category II Coupon (%) for NCD holders in the Reserved Individual Portion* - 49 I II Annual Annual ` 10,000/- (10 NCDs) (for all options of NCDs, namely Options I and Option II either taken individually or collectively) ` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 ` 1,000 ` 1,000 Through available ` 1,000 Through Various options available []% per annum []% per annum

Various

options

[]% per annum []% per annum

Options Coupon (%) for NCD holders in the Unreserved Individual Portion Effective Yield (per annum) *

I []% per annum For NCD holders in the Reserved Individual Portion []% For NCD holders in the Unreserved Individual Portion []% For all other NCD holders []% Exercisable at the end of 48 months from the Deemed Date of Allotment 60 months** 60 months from the Deemed Date of Allotment** Repayment of the Face Value plus any interest that may have accrued at the Redemption Date, or at the date of early redemption if any Put Option or Call Option is exercised, as the case may be** Pari Passu with other secured creditors and priority over unsecured creditors Credit Rating

II []% per annum For NCD holders in the Reserved Individual Portion []% For NCD holders in the Unreserved Individual Portion []% For all other NCD holders []%

Put and call option

Nil

Tenor Redemption Date

36 months 36 months from the Deemed Date of Allotment. Repayment of the Face Value plus any interest that may have accrued at the Redemption Date.

Redemption Amount (`/NCD)

Nature of Indebtedness

Pari Passu with other secured creditors and priority over unsecured creditors

CRISIL

'AA/Stable' for an amount of upto ` 1,00,000 Lacs 'CARE AA+' for an amount of upto ` 1,00,000 Lacs

'AA/Stable' for an amount of upto ` 1,00,000 Lacs 'CARE AA+' for an amount of upto ` 1,00,000 Lacs

CARE

Senior Citizens in the Reserved Individual Portion holding Option I and/or Option II NCDs shall be entitled to an additional interest rate of [] % per annum over and above the interest specified in this row. Additional interest to Senior Citizens in the Reserved Individual Portion, shall be applicable only to the first allottees of such NCDs. If NCDs allotted to any Senior Citizen are transferred or transmitted, subsequent to the allotment thereof, the subsequent holder of such NCDs (irrespective of such subsequent holder being a Senior Citizen) shall not be entitled to the aforesaid additional interest.

** Subject to the exercise of the put and/or call option

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SUMMARY FINANCIAL INFORMATION

The following tables present an extract of Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements. The Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements should be read in conjunction with the examination report thereon issued by our Statutory Auditors and statement of significant accounting policies and notes to accounts on the Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements contained in the section titled Financial Information beginning on page 149 of this Draft Prospectus. A. SUMMARY INFORMATION OF OUR UNCONSOLIDATED ASSETS AND LIABILITIES (` in Lacs) ` As at March 31, 2011 Assets A. Fixed and Intangible Assets(Net) (including CWIP) Investments Deferred Tax Asset (Net) Current Assets, Loans & Advances 3,843.49 4,644.51 13,426.57 14,264.44 16,746.53 2010 2009 2008 2007

Particulars

B C D

365,069.90 15,368.69 2,354,863.43

185,601.67 7,472.13 2,256,682.94

65,476.33 2,639.48 2,378,918.54

138,512.02 1,656,217.31

22,457.16 1,023,855.47

E F

Other Loans & Advances Total (A+B+C+D+E) Liabilities

418,004.12 3,157,149.63

239,156.32 2,693,557.57

39,371.34 2,499,832.26

17,737.12 1,826,730.89

20,491.18 1,083,550.34

G H I

Secured Loans Unsecured Loans Deferred Tax Liability (Net)

1,486,937.59 501,233.71 -

1,517,248.07 328,742.89 -

1,677,459.31 334,671.85 -

1,154,494.87 322,807.83 3,592.21

630,015.59 239,495.26 8,661.98

J K

Current Liabilities Provisions

557,204.76 125,028.76

382,454.51 84,582.27

204,477.15 51,560.35

128,915.80 35,284.28

73,413.52 23,336.47

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(` in Lacs) ` As at March 31, 2011 L M Total (G+H+I+J+K) Net Worth (F-L) 2,670,404.82 486,744.81 2010 2,313,027.74 380,529.83 2009 2,268,168.66 231,663.60 2008 1,645,094.99 181,635.90 2007 974,922.82 108,627.52

Particulars

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B.

SUMMARY INFORMATION OF OUR UNCONSOLIDATED PROFIT AND LOSS ACCOUNT (` in Lacs) ` Particulars 2011 For the year ended March 31, 2010 2009 2008 2007

A. i ii

Income Income from Operations Other Income Total Income 5,23,014.82 19,950.58 5,42,965.40 4,39,905.59 9,683.37 4,49,588.96 3,65,802.49 7,194.20 3,72,996.69 2,45,156.12 5,574.00 2,50,730.12 1,40,299.54 1,839.06 1,42,138.60

B. i ii iii iv v vi vi viii

Expenditure Interest & Other Charges Raw Material Consumed Personnel Expenses Operating & Other Expenses Depreciation and amortisation Impairment loss/(Reversal) on Fixed assets & stock Share & Debenture Issue expenses written off Provisions & Write offs (net) Total Expenditure 2,27,195.95 35,821.25 37,296.80 1,082.07 1,199.37 55,477.20 3,58,072.64 1,84,892.76 2,24,681.22 22,508.15 27,258.22 1,495.84 498.70 40,687.71 3,17,129.84 1,32,459.12 1,97,767.21 687.17 20,053.60 27,925.50 3,480.59 560.87 30,458.64 2,80,933.58 92,063.11 1,29,661.64 258.06 12,547.76 19,463.22 3,705.97 13.74 24,496.43 1,90,146.82 60,583.30 73,833.11 7,263.39 13,788.10 1,281.85 (296.72) 27.44 17,319.01 1,13,216.18 28,922.42

C. D.

Net Profit Before Taxation (A-B) Provision for taxation Current tax Deferred tax Fringe Benefit Tax

69,801.32 (7,896.56) -

49,980.03 (4,832.65) -

34,998.86 (4,477.15) 301.19

26,387.42 (5,069.77) 283.00

14,445.62 (4,706.87) 143.96

Total Tax E. Net Profit after Taxation (C-D) Balance in Profit & Loss Account brought forward F. G. Balance Available for Appropriations Appropriations

61,904.76 122,988.00 93,001.65

45,147.38 87,311.74 58,309.25

30,822.90 61,240.21 27,486.21

21,600.65 38,982.65 12,248.92

9,882.71 19,039.71 5,322.65

215,989.65

145,620.99

88,726.42

51,231.57

24,362.36

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(` in Lacs) ` Particulars 2011 Equity Shares - Interim dividend Equity Shares - Final dividend Equity Shares - Proposed final dividend Tax on dividend Tax on proposed dividend Transfer to statutory reserve Transfer to general reserve Transfer to debenture redemption reserve Total Appropriations H. Balance carried to Balance Sheet (F-G) 5,638.46 9,046.43 936.45 1,502.50 24,600.00 12,300.00 21,381.60 75,405.44 1,40,584.21 For the year ended March 31, 2010 4,254.76 325.18 9,020.71 778.36 1,498.25 17,500.00 8,800.00 10,442.08 52,619.34 93,001.65 2009 2,035.03 10.52 8,140.46 347.69 1,383.47 12,300.00 6,200.00 30,417.17 58,309.25 2008 2,031.35 138.85 8,125.42 368.83 1,380.91 7,800.00 3,900.00 23,745.36 27,486.21 2007 1,749.01 3,683.17 245.31 625.95 3,810.00 2,000.00 12,113.44 12,248.92

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C.

SUMMARY INFORMATION OF OUR UNCONSOLIDATED CASH FLOW STATEMENT

(` in Lacs) ` Particulars 2011 A. Cash flow from operating activities Profit before tax Depreciation and amortisation Issue expenses for equity shares Public issue expenses for non convertible debentures Share and debenture issue expenses written off (Profit) / loss on sale of fixed assets (net) (Profit) / loss on sale of current and long term investments (net) Interest income on current and long term investments and interest income on fixed deposits Dividend income Employees Stock option compensation cost Provision for impairment of windmill Provision for impairment -others Provision for hedging contracts Provision for credit loss on securitisation Provisions for non performing assets and bad debts written off Provisions for standard assets Provision for gratuity Provision for leave encashment Premium on Government Securities (Miscellaneous Expenses) Amortisation of Discount on Government Securities Provision for diminution in value of investments Operating profit before working capital changes Movements in working capital: (Increase) / decrease in current assets: (Increase) / decrease in inventories (Increase) / decrease in assets under financing activities (Increase) / decrease in sundry debtors (Increase) / decrease in lease assets - net of sales (Increase) / decrease in other current For the year ended March 31, 2010 2009 2008 2007

184,892.76 1,082.07 152.96 1,046.41 36.75 (6,415.09) (10,303.25)

132,459.12 1,495.84 25.28 473.42 (62.40) (1,812.65) (3,180.57)

92,063.11 3,480.59 87.77 (512.61) (2,767.69)

60,583.30 3,705.97 13.74 17.39 (717.70) (2,967.86)

28,922.42 1,281.85 27.44 231.02 (11.65) (398.96)

(2.13) 116.85 21,559.32 29,750.36 4,881.70 291.04 507.90 3.40 (52.64) (79.87) 227,468.54

(874.71) 341.30 7,971.84 33,244.87 148.71 146.44

(486.91) 580.57 560.87 (705.44) 4,464.01 26,678.62 141.16 227.65

(519.33) 653.95 690.42 2,009.30 21,702.80 148.45 120.73

(20.84) 987.16 (248.28) (48.44) 15.02 1,640.19 15,742.63 22.92 (0.82)

20.34 170,396.83

81.14 123,892.84

60.67 85,501.83

(167.60) 47,974.06

(211,235.47) (374.46) - 55 -

126.81 (20,425.01) 399.24 (1,008.93)

(60.28) (294,083.74) (151.13) (835.19)

(66.53) (693,516.76) 100.56 (1,686.67)

(308,437.27) 402.91 0.56 (476.78)

(` in Lacs) ` Particulars 2011 assets (Increase) / decrease in other loans and advances Increase / (decrease) in current liabilities Cash generated from operations Direct taxes paid (net of refunds) Net cash used in operating activities (A) B. Cash flows from investing activities Investment in Fixed deposits (net) Purchase of fixed assets and intangibles Change in capital work in progress(fixed and intangible assets) Proceeds from sale of fixed assets Purchase of Investment Investment in associate company Investment in subsidiary company Proceeds from sale of investment in subsidiary company Proceeds from sale of investment in associate company Proceeds from sale of investments Interest received on current and long term investments and interest on fixed deposits Dividend received Net cash used in investing activities (B) C. Cash Flows from financing activities Proceeds from issue of equity share capital including securities premium & Share application Proceeds from issue of share warrants Increase / (decrease) in bank borrowings (net) Increase / (decrease) in long term borrowings from others (net) Increase / (decrease) in fixed deposits (net) Increase / (decrease) in subordinate debts (net) Increase / (decrease) in redeemable non convertible debentures (net) Increase / (decrease) in inter corporate deposits and commercial papers (net) Issue expenses for equity shares paid (178,842.49) 179,670.47 16,686.59 (69,162.44) (52,475.85) (200,162.64) 186,066.62 135,392.92 (48,629.16) 86,763.76 (23,628.65) 74,380.18 (120,485.97) (35,067.48) (155,553.45) 3,005.63 57,096.43 (549,565.51) (26,899.61) (576,465.12) (3,176.20) 22,326.43 (241,386.29) (14,205.81) (255,592.10) For the year ended March 31, 2010 2009 2008 2007

9,050.15 (345.05) 27.25 (7,091,350.39) (16,785.00) 6,935,672.41 9,911.36 2.13 (153,817.14)

(88,988.21) (624.86) 7,973.48 (2,501,835.74) (220.00) 5.00 2,383,738.05 2,898.59 874.71 (196,178.98)

(47,214.27) (3,369.47) 78.10 (64,790.83) 138,339.14 2,825.79 486.91 26,355.37

(33,178.65) (5,252.92) 3,986.91 24.70 (776,661.44) (30.00) 4.99 112.50 661,221.69 2,548.54 519.33 (146,704.35)

(32,445.92) (1,622.25) (1,414.06) 746.91 (21,364.74) (180.00) (4.99) 19.63 423.01 20.84 (55,821.57)

219.77

80,799.14

124.09

43,003.42

11,028.07

(54,915.47) (14,773.99) 101,466.73 123,217.50 (10,299.48) (2,514.95) (11.05) - 56 -

(110,368.28) (68,604.27) 10,991.06 51,823.24 408.53 (50,390.48) (1,415.53)

320,120.96 (41,471.04) 146.45 55,816.44 169,124.14 31,091.52 -

2,400.00 443,172.48 27,824.90 (763.73) 30,516.38 119,256.18 (12,214.36) -

278,640.26 85,438.50 (342.36) 29,924.71 2,368.94 34,000.00 -

(` in Lacs) ` Particulars Public issue expenses for non convertible debentures paid Dividend paid Tax on dividend Net cash from financing activities (C) Net increase / (decrease) in cash and cash equivalents (A + B + C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year 2011 (1,174.12) (14,659.17) (2,434.70) 124,121.07 (82,171.92) 247,309.58 165,137.66 For the year ended March 31, 2010 (2,690.64) (12,720.40) (2,161.83) (104,329.46) (213,744.68) 461,054.26 247,309.58 2009 (10,170.96) (1,728.56) 523,053.04 393,854.96 67,199.30 461,054.26 2008 (5,853.38) (994.78) 646,347.11 (76,822.36) 144,021.66 67,199.30 2007 (5,320.67) (746.23) 434,991.22 123,577.55 20,444.11 144,021.66

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D.

SUMMARY INFORMATION OF OUR CONSOLIDATED ASSETS AND LIABILITIES (` in Lacs) ` As at March 31, 2011 As at March 31, 2010

Particulars

Assets A B C D E F Fixed and Intangible Assets (Net) (including CWIP) Investments Deferred Tax Asset (Net) Current Assets, Loans & Advances Other loans and advances Total (A+B+C+D+E) Liabilities G H I J Secured Loans Unsecured Loans Current Liabilities Provisions 1,516,937.59 501,233.71 576,443.72 125,408.19 1,517,248.07 328,742.89 382,457.42 84,582.30 4,557.63 348,244.22 15,416.68 2,432,792.72 404,653.52 3,205,664.77 4,649.06 185,561.94 7,472.94 2,256,898.80 239,151.30 2,693,734.04

Total (G+H+I+J)

2,720,023.21

2,313,030.68

Net Worth (F-K)

485,641.56

380,703.36

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E.

SUMMARY INFORMATION OF OUR CONSOLIDATED PROFIT AND LOSS ACCOUNT (` in Lacs) `

Particulars

For the year ended March 31, 2011

For the year ended March 31, 2010

A i ii

Income Income from Operations Other Income Total Income 531,233.91 19,964.26 551,198.17 439,905.59 9,688.19 449,593.78

B i ii iii iv v vi vii viii ix x

Expenditure Interest & other charges Adjustment due to decrease/(increase) in inventory of vehicles Raw material consumed Purchase of vehicles Refurbishment expenses Personnel expenses Operating & other expenses Depreciation and amortisation Share & Debenture issue expenses written off Provisions & write offs (net) 227,432.16 (1,293.61) 6,924.22 271.54 37,106.86 39,038.74 1,129.04 1,199.37 55,635.75 224,681.22 22,508.15 27,258.49 1,495.84 505.63 40,687.71

Total Expenditure C. D. Net Profit Before Taxation (A-B) Provision for taxation Current tax Deferred tax Total Tax E. Net Profit after Taxation (C-D) Share of Losses of Associate Profit after taxes and Share of (Loss) of Associate Balance in Profit & Loss Account brought forward - 59 -

367,444.07 183,754.10

317,137.04 132,456.74

69,985.67 (7,943.74) 62,041.93 121,712.17 (0.95) 121,711.22 93,175.18

49,980.20 (4,833.46) 45,146.74 87,310.00 (7.44) 87,302.56 58,309.25

(` in Lacs) `

Particulars

For the year ended March 31, 2011

For the year ended March 31, 2010

G H

Balance Available for Appropriations Appropriations Interim dividend Final dividend Proposed Final dividend Tax on dividend Tax on proposed dividend Transfer to debenture redemption reserve Transfer to statutory reserve Transfer to general reserve Total Appropriations

214,886.40

145,611.81

5,638.46 9,046.43 936.45 1,502.50 21,381.60 24,623.15 12,300.00 75,428.59 139,457.81

4,254.76 325.18 9,020.71 778.36 1,498.25 10,442.08 17,500.00 8,800.00 52,619.34 92,992.47

Balance carried to Balance Sheet (G-H)

- 60 -

F.

SUMMARY INFORMATION OF OUR CONSOLIDATED CASH FLOW STATEMENT (` in Lacs) ` For the year ended March 31, 2010

Particulars

For the year ended March 31, 2011

A. Cash flow from operating activities Profit before tax Depreciation and amortisation Issue expenses for equity shares Public issue expenses for non convertible debentures (Profit) / loss on sale of fixed assets (net) (Profit) / loss on sale of current and long term investments (net) Interest income on current and long term investments and interest income on fixed deposits Dividend income Employees Stock option compensation cost Provision for credit loss on securitisation Provisions for non performing assets and bad debts written off Provisions for Standard assets Provision for gratuity Provision for leave encashment Premium on Government Securities (Miscellaneous Expenses) Amortisation of Discount on Government Securities Provision for diminution in value of investments Operating profit before working capital changes Movements in working capital: (Increase) / decrease in current assets: (Increase) / decrease in inventories Adjustment due to decrease/(increase) in inventory of vehicles (Increase) / decrease in assets under financing activities (Increase) / decrease in sundry debtors (Increase) / decrease in other current assets (Increase) / decrease in loans and advances Increase / (decrease) in current liabilities Cash generated from operations Direct taxes paid (net of refunds) Net cash used in operating activities (A) B. Cash flows from investing activities Investment in Fixed deposits (net) Purchase of fixed assets Proceeds from sale of fixed assets Purchase of Investment Proceeds from sale of investments (Increase) / decrease in Capital W-I-P Interest received on current and long term investments and interest on fixed deposits Dividend received Net cash used in investing activities (B) - 61 -

183,754.10 1,129.04 152.96 1,046.41 36.73 (6,415.09) (10,321.46) (2.13) 116.85 21,559.32 29,750.36 5,040.24 301.10 528.51 3.40 (52.64) (79.87) 226,547.83

132,456.74 1,495.84 25.28 473.42 (62.40) (1,812.65) (3,182.24) (874.71) 341.30 7,971.84 33,244.87 148.71 146.44 20.34 170,392.78

(1,293.61) (273,949.68) (374.46) (166,048.40) 199,458.02 (15,660.30) (69,164.30) (84,824.60)

126.81 (20,425.01) 399.24 (1,008.93) (200,157.62) 186,068.53 135,395.80 (48,629.30) 86,766.50

9,050.15 (827.80) 27.72 (7,091,350.39) 6,935,672.41 (274.26) 9,921.47 2.13 (137,778.57)

(88,988.21) (629.41) 7,973.48 (2,501,835.74) 2,383,738.05 2,900.16 874.71 (195,966.96)

Particulars C. Cash Flows from financing activities Proceeds from issue of equity share capital including securities premium & Share application Increase / (decrease) in bank borrowings (net) Increase / (decrease) in long term borrowings from others (net) Increase / (decrease) in fixed deposits (net) Increase / (decrease) in subordinate debts (net) Increase / (decrease) in redeemable non convertible debentures (net) Increase / (decrease) in inter corporate deposits and commercial papers (net) Issue expenses for equity shares paid Public issue expenses for non convertible debentures paid Dividend paid Tax on dividend Net cash from financing activities (C) Net increase / (decrease) in cash and cash equivalents (A + B + C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year

For the year ended March 31, 2011 219.77 (24,915.47) (14,773.99) 101,466.73 123,217.50 (10,299.48) (2,514.95) (11.05) (1,174.12) (14,659.17) (2,434.70) 154,121.07 (68,482.10) 247,525.34 179,043.24

(` in Lacs) ` For the year ended March 31, 2010 80,799.14 (110,368.29) (68,604.27) 10,991.07 51,823.24 408.53 (50,390.48) (1,414.53) (2,690.64) (12,720.40) (2,161.83) (104,328.46) (213,528.92) 461,054.26 247,525.34

- 62 -

CAPITAL STRUCTURE Details of share capital The share capital of our Company as at date of this Draft Prospectus is set forth below: Share Capital AUTHORISED SHARE CAPITAL 33,50,00,000 Equity Shares of ` 10/- each 2,00,00,000 Preference Shares of ` 100/- each TOTAL ISSUED 22,62,38,209 Equity Shares of ` 10 /- each SUBSCRIBED 22,62,38,209 Equity Shares of ` 10 /- each PAID-UP SHARE CAPITAL 22,61,84,068 Equity Shares of ` 10/- each 48,000 Equity Shares of ` 10/- each, paid up ` 5/- each TOTAL NOTES: Of the total Equity shares an aggregate of 7,92,79,236 Equity Shares have been allotted for consideration other than cash of which: a. 6,06,33,350 fully paid-up Equity Shares of our Company have been allotted to the shareholders of SIL, pursuant to a scheme of amalgamation sanctioned by the Honble High Court of Madras vide its order dated November 25, 2005, in a ratio of 1 fully paid up Equity Share of our Company, for every 1 fully paid up equity share of the face value of ` 10/- each, of SIL; and 1,86,45,886 fully paid-up Equity Shares of our Company have been allotted to the shareholders of SOFL, pursuant to a scheme of amalgamation sanctioned by the Honble High Court of Madras vide its order dated December 1, 2006, in a ratio of 3 fully paid up Equity Shares of our Company, for every 5 fully paid up equity shares of the face value of ` 10/each, of SOFL Pursuant to the issuance of 64,95,420 Equity Shares on a rights basis on April 21, 1995, 64,84,910 Equity Shares were allotted, and 10,510 Equity Shares were kept in abeyance and not allotted, on account of unavailability of certain information in connection with certain applicants of Equity Shares in the said rights issue. Subsequently, 2,369 Equity Shares and 2,000 Equity Shares of the aforementioned Equity Shares kept in abeyance, were allotted on November 11, 1995 and December 28, 1995, respectively. Currently, 6,141 Equity Shares are still kept in abeyance and pending allotment. 48,000 equity shares of ` 10/- each of SIL, on which ` 5/- was paid up for each of the said shares, were forfeited on January 17, 1997, (Forfeited Shares). Pursuant to the scheme of amalgamation sanctioned by the Honble High Court of Madras vide its order dated November 25, 2005, as detailed in para (a) above, the Forfeited Shares have become a part of the share capital of our Company, by operation of law. Rupees in Lacs 33,500 20,000 53,500

22,623.82

22,623.82

22,618.41 2.40 22,620.81

b.

(i)

(ii)

- 63 -

Changes in the authorised capital of our Company as on the date of this Draft Prospectus: Sr. FY Alteration No. 1. 1983 The Authorised share capital of our Company was increased from ` 10,00,000 divided into 1,00,000 Equity Shares to ` 50,00,000 divided into 5,00,000 Equity Shares. 2. 1986 The Authorised share capital of our Company was increased from ` 50,00,000 divided into 5,00,000 Equity Shares to ` 1,00,00,000 divided into 10,00,000 Equity Shares. 3. 1989 The Authorised share capital of our Company was increased from ` 1,00,00,000 divided into 10,00,000 Equity Shares to ` 2,00,00,000 divided into 20,00,000 Equity Shares. 4. 1991 The Authorised share capital of our Company was increased from ` 2,00,00,000 divided into 20,00,000 Equity Shares to ` 6,50,00,000 divided into 65,00,000 Equity Shares. 5. 1995 The Authorised share capital of our Company was increased from ` 6,50,00,000 divided into 65,00,000 Equity Shares to ` 40,00,00,000 divided into 3,00,00,000 Equity Shares and 10,00,000 cumulative redeemable preference shares of ` 100 each. 6. 1997 The Authorised share capital of our Company was increased from ` 40,00,00,000 divided into 300,00,000 Equity Shares and 10,00,000 cumulative redeemable preference shares of ` 100 each to ` 60,00,00,000 divided into 500,00,000 Equity Shares and 10,00,000 cumulative redeemable preference shares of ` 100 each. 7. 1998 The Authorised share capital of our Company was increased from ` 60,00,00,000 divided into 500,00,000 Equity Shares and 10,00,000 cumulative redeemable preference shares of ` 100 each to ` 65,00,00,000 divided into 500,00,000 Equity Shares and 15,00,000 cumulative redeemable preference shares of ` 100 each 8. 2000 The Authorised share capital of our Company was increased from ` 65,00,00,000 divided into 500,00,000 Equity Shares and 15,00,000 cumulative redeemable preference shares of ` 100 each to ` 90,00,00,000 divided into 500,00,000 Equity Shares and 40,00,000 cumulative redeemable preference shares of ` 100 each 9. 2003 The Authorised share capital of our Company was increased from ` 90,00,00,000 divided into 500,00,000 Equity Shares and 40,00,000 cumulative redeemable preference shares of ` 100 each to ` 1,15,00,00,000 divided into 7,50,00,000 Equity Shares each and 40,00,000 cumulative redeemable preference shares of ` 100 each 10. 2004 The Authorised share capital of our Company was increased from ` 1,15,00,00,000 divided into 7,50,00,000 Equity Shares and 40,00,000 cumulative redeemable preference shares of ` 100 each to ` 1,25,00,00,000 divided into 7,50,00,000 Equity Shares and 50,00,000 cumulative redeemable preference shares of ` 100 each. 11. 2004 The Authorised share capital of our Company was reorganised from ` 1,25,00,00,000 divided into 7,50,00,000 Equity Shares and 50,00,000 cumulative redeemable preference shares of ` 100 each to 1,25,00,00,000 divided into 7,50,00,000 Equity Shares and 50,00,000 preference shares of ` 100 each. 12. 2006 The Authorised share capital of our Company was increased from ` 1,25,00,00,000 divided into 7,50,00,000 Equity Shares and 50,00,000 preference shares of ` 100 each to ` 3,50,00,00,000 divided into 22,50,00,000 Equity Shares and 1,25,00,000 preference shares of ` 100 each 13. 2006 The Authorised share capital of our Company was reorganised from ` 3,50,00,00,000 divided into 22,50,00,000 Equity Shares and 1,25,00,000 preference shares of ` 100 each to ` 4,80,00,00,000 divided into 30,00,00,000 Equity Shares and 1,80,00,000 preference shares of ` 100 each* 14. 2006 The Authorised share capital of our Company was reorganised from ` 4,80,00,00,000 divided into 30,00,00,000 Equity Shares and 1,80,00,000 preference shares of ` 100 each to ` 5,35,00,00,000 divided into 33,50,00,000 Equity Shares and 2,00,00,000 preference shares of ` 100 each** NOTES: * The authorised capital of our Company was increased pursuant to a scheme of amalgamation of the erstwhile SIL, with our Company (SIL Scheme of Merger). The appointed date for the SIL Scheme of Merger was April 1, 2005 and the record date for the purposes of re-organisation and issue of shares was December 21, 2005, as approved by the Honble High Court of Madras, vide its order dated November 25, 2005. ** The authorised capital of our Company was increased, pursuant to a scheme of amalgamation of the erstwhile SOFL, with our Company (SOFL Scheme of Merger). The appointed date for the SOFL Scheme of Merger was April 1, 2005 - 64 -

Sr. FY Alteration No. and the record date for the purposes of re-organisation and issue of shares was February 9, 2007, as approved by the Honble High Court of Madras, vide its order dated December 1, 2006. Equity Share Capital History of our Company Date of Allotment Number of shares Cumulative issued and allotted Paid-up capital in (`) ` December 30, 50,000 5,00,000 1979 April 17, 1984 2,50,000 30,00,000 April 26, 1986 75,00,000 4,50,000 (45,000 debentures of ` 100/- each) March 31, 1989 5,75,000 1,32,50,000 November 30, 51,70,420 6,49,54,200 1990 ( 3,45,000 debentures of ` 150/- each) April 21, 1995 November 11, 1995 December 28, 1995 June 26, 1997 64,84,910 2,369 2,000 12,98,03,300 12,98,26,990 12,98,46,990 35,65,65,490 2,26,71,850 ( 45,34,370 debentures of ` 50/- each ) 62,43,000 46,00,000 54,50,000 1,34,79,000 6,06,33,350 Nature of Issue Issue Price Premium (`) ` (`) ` 10/10/10/N.A N.A N.A

Subscribers to the MOA and AOA Public issue Rights issue

Rights issue Public cum Rights Issue

10/10/-

N.A N.A

Rights issue Issue out of shares kept in abeyance Issue out of shares kept in abeyance Public cum Rights Issue

10/10/10/10 /-

N.A N.A N.A N.A

November 28, 2002 April 26, 2004 July 23, 2004 February 16, 2005 December 23, 2005

41,89,95,490 46,49,95,490 51,94,95,490 65,42,85,490

Preferential Issue Preferential Issue Preferential Issue Preferential Issue

12 /29.81/25.50/35/-

2/19.81/15.50/25/N.A.

1,26,06,18,990 Merger of SIL with our Company

February 2, 2006 August 7, 2006

2,44,78,681 57,15,000

1,50,54,05,800 1,56,25,55,800

January 23, 2007 February 12, 2007

59,250 1,86,45,886

1,56,31,48,300 1,74,96,07,160

For consideration other than cash Preferential Issue 112/Conversion of warrants issued on 35/February 16, 2005 on preferential basis ESOP$ 35/Merger of SOFL with our For Company consideration other than cash

102/25/-

25/N.A.

- 65 -

Date of Allotment Number of shares Cumulative Nature of Issue issued and allotted Paid-up capital in (`) ` March 27, 2007 79,300 1,75,04,00,160 ESOP$ March 30, 2007 91,00,000 1,84,14,00,160 Conversion of warrants issued on February 2, 2006 on preferential basis March 30, 2007 18,700 1,84,15,87,160 ESOP$ April 27, 2007 June 30, 2007 July 31, 2007 16,000 19,500 69,00,000 1,84,17,47,160 1,84,19,42,160 ESOP
$

Issue Price Premium (`) ` (`) ` 35/112/25/102/-

35/35/35/112/-

25/25/25/102/-

ESOP$

August 10, 2007 October 13, 2007 December 14, 2007 June 25, 2008 July 14, 2008 July 24, 2008 September 19, 2008 October 27, 2008 December 10, 2008 May 16, 2009 June 12, 2009

7,000 34,200 1,20,00,000 87,100 81,150 94,850 74,600 29,300 9,200 34,200 80,00,000

1,91,09,42,160 Conversion of warrants issued on February 2, 2006 on preferential basis 1,91,10,12,160 ESOP$ 1,91,13,54,160 2,03,13,54,160 2,03,22,25,160 2,03,30,36,660 2,03,39,85,160 2,03,47,31,160 2,03,50,24,160 2,03,51,16,160 2,03,54,58,160 ESOP$ Preferential Issue ESOP$ ESOP$ ESOP$ ESOP$ ESOP$ ESOP$ ESOP$

35/35/300/35/35/35/35/35/35/35/300/-

25/25/290/25/25/25/25/25/25/25/290/-

July 16, 2009 November 10, 2009 November 24, 2009 January 28, 2010 March 26, 2010 September 09, 2010 December 06, 2010 May 13, 2011 Total

95,350 10,96,750 36,650 11,658,552 10,84,700 20,400 6,22,450 23,400 22,61,84,068

2,11,54,58,160 Conversion of warrants issued December 14, 2007 on preferential basis 2,11,64,11,660 ESOP$ 2,12,73,79,160 ESOP$ 2,12,77,45,660 ESOP$ 2,24,43,31,180 Qualified Institutional Placement 2,25,51,78,180 ESOP$ 2,25,53,82,180 2,26,16,06,680 2,26,18,40,680 ESOP$ ESOP$ ESOP$

35/35/35/500.80/35/35/35/35/-

25/25/25/490.80/25/25/25/25/-

Equity Shares allotted to the employees of our Company as fully paid up under the Companys Employees Stock Option Scheme 2005 on exercise of vested options.

- 66 -

Notes: 1. 45,000 convertible debentures of face value of ` 100/- each were issued on April 26, 1986. 15,000 of the convertible debentures were converted into 1,50,000 Equity Shares on October 26, 1986, another 15,000 of the convertible debentures were converted into 1,50,000 Equity Shares on October 26, 1987 and the remaining 15,000 of the convertible debentures were converted into 1,50,000 Equity Shares on October 26, 1988. 3,45,000 convertible debentures of face value of ` 150/- each, were issued on November 30, 1990. Pursuant to the conversion of the debentures, 17,25,000 Equity Shares have been allotted on June 1, 1991, 17,25,000 Equity Shares have been allotted on March 1, 1992 and 17,20,420 Equity Shares have been allotted on December 1, 1992. 45,34,370 convertible debentures of face value of ` 50/- each were issued on June 26, 1997. Pursuant to the conversion of the debentures, 45,34,370 Equity Shares have been allotted on June 26, 1998, 90,68,740 Equity Shares have been allotted on June 26, 1999 and 90,68,740 Equity Shares have been allotted on June 26, 2000. Pursuant to a scheme of amalgamation sanctioned by the Honble High Court of Madras vide its order dated November 25, 2005, our Company issued and allotted 6,06,33,350 fully paid-up Equity Shares of our Company to the shareholders of SIL, whose names appeared in the register of members on record date in connection with the aforesaid scheme of amalgamation, in a ratio of 1 fully paid up Equity Shares of our Company, for every 1 fully paid up equity share of the face value of ` 10/- each, of SIL. Pursuant to a scheme of amalgamation sanctioned by the Honble High Court of Madras vide its order dated December 1, 2006, our Company issued and allotted 1,86,45,886 fully paid-up Equity Shares of our Company to the shareholders of SOFL, whose names appeared in the register of members on record date in connection with the aforesaid scheme of amalgamation, in a ratio of 3 fully paid up Equity Shares of our Company, for every 5 fully paid up equity share of the face value of ` 10/- each, of SOFL. On January 28, 2010, our Company issued and allotted 1,16,58,552 Equity Shares of at a price of ` 500.80 per such Equity Share, aggregating to ` 58,386.03 lacs to Qualified Institutional Buyers pursuant to the provisions of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. On May 13, 2011, our Company issued and allotted 23,400 Equity Shares of at a price of ` 35 per such Equity Share, pursuant to the exercise of the stock options issued under our ESOP Scheme. Our Company has made separate applications, all dated May 27. 2011 to NSE, BSE and MSE in connection with obtaining their respective approval, for trading of the aforementioned Equity Shares.

2.

3.

4.

5.

6.

7.

Share holding pattern of our Company as on May 27, 2011:

Sr. No Category of Shareholder Number of shareholders Total number of Equity Shares Number of shares held in dematerialized form Total shareholding as a % of total number of Equity Shares % of % of shares shares (A+B) (A+B+C) Shares pledged or otherwise encumbered Number of As a % shares

(A)

(1) (a) (b)

(c) (d)

Shareholding of Promoters and Promoter Group (A) Indian (1) Individuals/Hindu Undivided Family Central Government/State Government(s) Bodies Corporate Financial Institutions/Banks

0 0

0 0

0 0

0.00 0.00

0.00 0.00

0 0

0.00 0.00

1 0

9,33,71,512 0

9,33,71,512 0

41.28 0.00

41.28 0.00

0 0

0.00 0.00

- 67 -

Sr. No

Category of Shareholder

Number of shareholders

Total number of Equity Shares

Number of shares held in dematerialized form

(e) (2) (a)

(b) (c) (d)

(B) (1) (a) (b) (c)

(d) (e) (f) (g) (h) (2) (a) (b) (i)

(ii)

(c)

Any Other Foreign Individuals (NonResident Individuals/Foreign Individuals) Bodies Corporate Institutions/FII Any Other Total Shareholding of Promoters and Promoter Group (A)= (A)(1)+(A)(2) Public shareholding Institutions Mutual Funds/ UTI Financial Institutions / Banks Central Government/State Government(s) Venture Capital Fund Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investor Any other Sub-Total (B)(1) Non-institutions Bodies Corporate Individuals Individual shareholders holding nominal share capital up to ` 1 Lac Individual shareholders holding nominal share capital in excess of ` 1 Lac Any other Non Resident Indians Trust

0 0

0 0

Total shareholding as a % of total number of Equity Shares % of % of shares shares (A+B) (A+B+C) 0 0.00 0.00 0 0.00 0.00

Shares pledged or otherwise encumbered Number of As a % shares 0 0 0.00 0.00

0 0 0 1

0 0 0 9,33,71,512

0 0 0 9,33,71,512

0.00 0.00 0.00 41.28

0.00 0.00 0.00 41.28

0 0 0 0

0.00 0.00 0.00 0.00

49 8 0

4,983,490 2,05,335 0

49,48,620 2,05,075 0

2.20 0.09 0.00

2.20 0.09 0.00

0 0 0

0.00 0.00 0.00

0 0 271 0 0 328 653 40,988

0 0 9,53,57,885 0 0 10,05,46,710 1,26,67,675 1,51,06,403

0 0 9,53,57,885 0 0 10,05,11,580 1,26,12,897 82,55,533

0.00 0.00 42.16 0.00 0.00 44.45 5.60 6.68

0.00 0.00 42.16 0.00 0.00 44.45 5.60 6.68

0 0 0 0 0 0 0 0

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

114

3245469

3030482 1.43 1.43

0.00

NA 354 3 320244 235511 690494 50 1246299 3,22,65,846 193419 235511 690494 0.14 0.10 0.31 0.00 0.55 14.27 0.14 NA 0.10 NA 330 0.31 NA 1 688 42,443 1119424 2,50,18,336 0.00 0.55 14.27 0 0 0

NA NA NA NA 0.00 0.00 0.00

Clearing Members Overseas Corporate Bodies Any Other Total Sub-Total (B) (2) Total Public Shareholding (B) = (B)(1)+(B)(2) TOTAL (A) + (B)

42,771 42,772

13,28,12,556 2,26,184,068

12,55,29,916 21,89,01,428

58.72 100.00

58.72 100.00

0.00

0.00

- 68 -

Sr. No

Category of Shareholder

Number of shareholders

Total number of Equity Shares

Number of shares held in dematerialized form

Total shareholding as a % of total number of Equity Shares % of % of shares shares (A+B) (A+B+C)

Shares pledged or otherwise encumbered Number of As a % shares

(C)

C1 C2

Shares held by custodians and against which Depository receipts have been issued Promoter and Promoter Group Public Total C=C1+C2 GRAND TOTAL (A)+(B)+(C)

0 0 0 4,27,72

0 0 0 22,61,84,068

0 0 0 21,89,01,428

0.00 0.00 0.00 100.00

0.00 0.00 0.00 100.00

0 0 0 NA

0.00 0.00 0.00 NA

List of top ten holders of Equity Shares of our Company as on May 27, 2011: Total Number of Equity Shares held
93,371,512

Sr. No 1. 2. 3. 4. 5. 6. 7.

Name of shareholders
Shriram Holdings (Madras) Private Limited Genesis Indian Investment Company Limited -General Sub Fund ICICI Prudential Life Insurance Company Limited Deutsche Securities Mauritius Limited Tiger Global Mauritius Fund Fid Funds (Mauritius) Limited Morgan Stanley Mauritius Company Limited

Address
Mookambika Complex 4 Lady Desika Road, Mylapore, Chennai - 600 004 Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No.1142, Fort, Mumbai - 400 001 Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai - 400 001 Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No.1142, Fort, Mumbai - 400 001 Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No.1142, Fort, Mumbai - 400 001 Citibank N. A. Custody Services, 3rd Floor, Trent House, G Block, Plot No.60, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 HSBC Securities Services, 2nd Floor, "Shiv", Plot No.139-140 B, Western Express Highway, Sahar Road Junction, Vile Parle (East), Mumbai - 400 057 Citibank N A, Custody Services, 3rd Floor, Trent House, G Block, Plot No.60, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051 HSBC Securities Services, 2nd Floor "Shiv", Plot No.139-140 B, Western Express Highway, Sahar Road Junction, Vile Parle (East), Mumbai - 400 057 J.P.Morgan Chase Bank N.A. India Sub Custody, 6th Floor, Paradigm B Mindspace, Malad (W), Mumbai - 400 064

Percentage Holding (%)

41.29

15,169,067

6.71

7,971,437 5,322,312 4,230,100 3,230,480

3.52 2.35 1.87 1.43

3,189,538

1.41

8. 9.

Fidelity Funds Emerging Markets Fund Wellington Management Company, LLP A/C Bay Pond Mb Copthall Mauritius Investment Limited

2,946,714

1.30

2,762,307

1.22

10.

2,691,154

1.19

- 69 -

List of top ten holders of debt instruments, as on May 27, 2011 1. List of top ten Subordinate Debt instruments holders (issued on private placement basis) face value ` 1000/- as on May 27, 2011: Sr. No. 1. Name of holder Address Number of instruments 115,000 Aggregate Amount (`. in ` lacs) 1,150.00

2.

3. 4.

Shriram General Insurance Company Limited Shriram Asset Management Company Limited Urmila Ulhas Ghosalkar Milind P Bhandarkar

E-8, EPIP, RIICO, Sitapur, Jaipur, Rajasthan.

106, Shiv Chambers, Sector-11, CBDBelapur, Navi Mumbai, Maharashtra. Daily Ratnagiri Times, H.No. 1777, Maruti Lane, Ratnagiri, Maharashtra. The Great Eastern, Retreat FP 496-497 A, Model Colony, Near Lakaki Bungalow, Flat No 101, Pune, Maharashtra. 31, Khushali, Plot No 358, Central Avenue Road, Chembur, Mumbai, Maharashtra. Regd Office 3-6-478, Anand Estates III Floor, Liberty Road, Himayath Nagar, Hyderabad, Andhra Pradesh. Flat F8, III Floor,No.12, Postal Colony, II Street, West Mambalam, Chennai, Tamilnadu. Shanti Bihar Colony, Rajakhedi, Makronia, Sagar, Madhya Pradesh. W/O Satyanarayana P, D No 16-111, R K Colony, Mylavaram Krishna District, Andhra Pradesh. A 103 Sai Prasad Apartment, Rajarampuri, Kolhapur.

41,340

413.40

10,166 10,100

101.66 101.00

5.

S Krishnan

8,530

85.30

6.

Shriram Life Insurance Company Limited. Leela Ramachandran

8,400

84.00

7.

6,840

68.40

8. 9.

Sudha Patel Padmavathi P

6,453 5,122

64.53 51.22

10. Shripad Khadilkar

5,090

50.90

2.

List of top ten Debenture holders (issued on private placement basis) face value ` 1000/- as on May 27, 2011: Sr. No. 1. 2. Name of debenture holder V Shankar Shriram Life Insurance Company Limited Lalitha Swaminathan Address Number of debentures 350,000 227,050 Aggregate Amount (`. in lacs) 3,500.00 2,270.50

3.

4. 5. 6. 7.

Almighty Impex Private Limited Ail Staff Provident Fund Trust Shuneel Kumari Ram Geetoo Kirpalani

A-121, Kalpataru Residency, Opposite Cine Planet, Sion (East ), Mumbai Maharashtra. Regd. Office 3-6-478, Anand Estates III Floor, Liberty Road, Himayath Nagar, Hyderabad, Andhra Pradesh. Flat 31, 3rd Floor,'Khushali', Plot 358,Central Avenue Road, Chembur, Mumbai, Maharashtra. 102, Neelkanth House, S-524, School Block, Shakarpur, New Delhi. Plot No 25 Phase IV Sector 18, Electronic City, Gurgaon, Haryana. N-29C, First Floor, SFS Flats, Saket , New Delhi. 20 Saint James Court, Marine Drive, - 70 -

72,340

723.40

35,000 30,000 27,000 25,000

350.00 300.00 270.00 250.00

Sr. No.

Name of debenture holder

Address

Number of debentures

Aggregate Amount (`. in lacs) 245.00 240.71

8.

Tilak Maharashtra Vidyapeeth 9. Om Bhoo Vikas & Insurance Private Limited. 10. Mani Kishan Bhojwani

Churchgate, Mumbai, Maharashtra. Vidyapeeth Bhavan, Gultekadi, Pune, Maharashtra. Opposite New Bus Stand, Pachari Para, Durg, Chhattisgarh. Flat No 10 Sunshine Building, 156 Maharshi Karve Road, Mumbai, Maharashtra.

24,500 24,071

22,600

226.00

3.

List of top ten holders of deposits as on May 27, 2011: Sr. No. 1. 2. Name of deposit holder Address Aggregate Amount (` in ` lacs) 625.00 550.00

3. 4. 5. 6.

I C S Technology Services Private Limited Shriram General Insurance Company Limited Express Newspapers Private Limited Rategain IT Solutions Private Limited Raghuram J Chandrani Somak Ghosh

P No. 141, Phase-3, Kamalapuri Colony, Srinagar Colony, Hyderabad. E- 8, EPIP, RIICO Industrial Area, Sitapura, Jaipur, Rajasthan. Express Estates No 2, Club House Road Mount Road, Chennai, Tamil Nadu. Rategain IT Solutions Private Limited, B-15 Sector-57, Noida, Uttar Pradesh. 6/36 Jalaram Nivas, Jalaram Apa, Virpur Rajkot, Gujarat. F No 5 Sea Side Apartment 18-A, Chibai Road Bandra(West) Mumbai, Maharashtra. No 7, Rucela Apartments, 43/2, Promenade Road, Fraser Town, Bangalore, Karnataka A-17, Sector-19 Nodia, Gautam Budh Nagar Nodia, Utter Pradesh. H No 640/646, Panchratna, Mama Parmanand Marg, Mumbai, Maharashtra No 556 Vanagaram Road, Ambattur, Chennai, Tamil Nadu.

417.00 398.00 390.00 350.00

7. 8. 9.

Vishalakshi Nanjappa Sudershan Nirula Bhansali Trust

320.00 240.00 225.00

10. Ultramarine & Pigments Limited 4.

225.00

List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public - (non convertible debentures - 2009)- ISIN INE 721A07952 -Option I (` 87.25 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder LIC MF Floater MIP Plan 'A' Address Number of debentures 158,798 Aggregate Amount (` In ` lacs) 1,587.98

LIC MF Monthly Income Plan

Jeevan Bima Sahayog Asset Management, Industrial Assurance Building, 4th Floor, Opposite Churchgate Station, Mumbai - 400 020 LIC Mutual Fund Asset Management Company Limited, Industrial Assurance Building, 4th Floor, Opposite Churchgate Station, Mumbai - 400 020 - 71 -

73,831

738.31

Sr. No. 3 4

Name of debenture holder Bangiya Gramin Vikash Bank Kotak Mahindra Trustee Company Limited- A/C Kotak Monthly Income Plan LIC MF Unit Linked Insurance Scheme

Address

Number of debentures 50,000 32,984

BMC House, Chuapur, P. O. Berhampore, District Murshidabad, West Bangal -742101 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai - 400 001 LIC Mutual Fund Asset Management Company Limited, Industrial Assurance Building, 4th Floor, Opposite Churchgate Station, Mumbai - 400 020 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai - 400 001 Jeevan Bima Sahayog Asset Management, Industrial Assurance Building, 4th Floor, Opposite Churchgate Station, Mumbai - 400 020 Bombay Cotton Mills Compound, Dattaram Lad Path, Mumbai - 400 033 Sail Rourkela, Rourkela - 769 001

Aggregate Amount (` In ` lacs) 500.00 329.84

21,246

212.46

Kotak Mahindra Trustee Company Limited A/C Kotak Flexi Debt Scheme LIC MF Childrens Fund

14,850

148.50

9,000

90.00

10

Pinkhem Investments Company Private Limited Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela Power And Insulators Private Limited

6,265

62.65

4,354

43.54

115, N.S. Road, 3rd Floor, Kolkata - 700 001

4,235

42.35

5.

List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public - (non convertible debentures - 2009)- ISIN INE 721A07960 -Option II (` 73.75 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder IDBI Bank Limited TBO UCO Bank Address Number of debenture 32,984 Aggregate Amount (` In ` lacs) 329.84

3 4 5

Vipul Rameshchandra Shah M K Recreation Private Limited Rakesh Agrawal

Elegant Marbles and Grani Industries Limited Hemant Gandhi Jaysukhlal

IDBI Limited, IDBI Tower, 17th Floor, World Trade Centre Complex, Cuffe Parade, Mumbai - 400 005 Treasury Branch, UCO Bank Building, Mezzanine Floor, 359, Dr. D. N. Road, Fort, Mumbai - 400 001 22/28, Khetwadi, 7th Lane, Hanuman Niwas, Mumbai - 400 004 B 167 Kalpan Tenament, Opp. Pushpam Cob Vatva Road, Isanpur, Ahmedabad 382 443 Elegant House Raghuvanshi Mills, Compound Senapati Bapat Marg, Lower Parel, Mumbai 400 013 Elegant House, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 411 Veena Vihar, Near Shanmukhananda Hall, Sion, Mumbai - 400 022 - 72 -

32,984

329.84

5,721 2,350 2,089

57.21 23.50 20.89

2,089

20.89

1,887

18.87

Sr. No. 8 9

Name of debenture holder Jinender Jain Dipti Ketan Gopani

Address

Number of debenture 1,800 1,500

10

Kishore R. Patel

S-21, Greater Kailash-II, Ground Floor, New Delhi- 110 048 903, Rudraksha, 9th Floor, Nariman Road, Vile Parle (East), Mumbai - 400 057 1802, Ramkrupa Building, Parekh Street, Girgaum, Mumbai - 400 004

Aggregate Amount (` In ` lacs) 18.00 15.00

1,500

15.00

6.

List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public - (non convertible debentures - 2009)- ISIN INE 721A07978 - Option III (` 104.23 crores) of face value ` 1,000/- per debenture: Sr. No. 1 2 3 Name of debebnture holder ECL Finance Limited Edelweiss Finance And Investments Limited UTI-MIS-Advantage Plan Haren Textile Private Limited Cheviot Company Limited Manish Kishan Gupta Asiatic Oxygen Limited Address 14th Floor, Express Towers, Nariman Point, Mumbai - 400 021 14th Floor Express Towers, Nariman Point, Mumbai - 400 021 UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Before Dahisar Toll Naka, Western Express Highway, Dahisar (East), Mumbai - 400 068 24 Park Street, Nagma House, 9th Floor, Kolkata - 700 016 1 Sardar Patel Nagar, Ellisbridge, Ahmedabad - 380 006 Block No.1, 6th Floor, Stadium House, Veer Nariman Road, Churchgate, Mumbai - 400 020 Nirvan Building, 2nd Floor, Oomer Park, 95/D Bhulabhai Desai Road, Mumbai - 400 036 C/O Chief Executive Officer, Bajaj Allianz General Insurance Company Limited, GE Plaza, Airport Road, Yerawada, Pune - 411 006 32 Shree Building, Juhu Road, Santacruz West, Mumbai -400 054 Number of debentures 120,000 80,000 65,969 Aggregate Amount (` In ` lacs) 1,200.00 800.00 659.69

4 5 6 7

36,651 20,000 10,050 8,490

366.51 200.00 100.50 84.90

8 9

Kusum Shroff Kamesh Goyal

8,352 6,467

83.52 64.67

10

Sanjay Pranlal Muni

5,393

53.93

7.

List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public - (non convertible debentures - 2009)- ISIN INE 721A07986 -Option IV (` 22.74 crores) of face value ` 1,000/- per debenture: Sr. No. 1 2 3 Name of debenture holder ECL Finance Limited Vishnu Kumar Bangur Manish Kishan Gupta Address Number of debentures 104,299 2,337 2,200 Aggregate Amount (` In ` lacs) 1,042.99 23.37 22.00

14th Floor, Express Towers, Nariman Point, Mumbai - 400 021 199, Chittaranjan Avenue, Kolkata - 700 006 1 Sardar Patel Nagar, Ellisbridge, Ahmedabad 380006 - 73 -

Sr. No. 4

Name of debenture holder Bharati Ajay Sheth

Address

Number of debentures 1,800

PJL Clothing ( India ) Limited Meena Bangur Paru Mayur Shridharani

6 7

Baroda Brokers Private Limited Smt. Sitadevi N. Poddar Charity Trust Bedrock Limited

9 10

10 Kailas Deep, 2 Floor, 38 Bajaj Road, Vile Parle, Opposite Vishwakarma Baug, Mumbai - 400 056 27, Raghuvanshi Estate, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 199, Chittaranjan Avenue, Kolkata - 700 006 A-707/708, Shree Adinath Tower,Near Nensey Colony, Borivli (East), Mumbai - 400 066 Klassic Chambers, 2nd Floor, Near Navrangpura Post Office, Navrangpura, Ahmedabad - 380 009 6/B, Court Chambers, 35 New Marine Lines, Mumbai - 400 020 6 B, Court Chambers, 35 New Marine Lines, Mumbai - 400 020

Aggregate Amount (` In ` lacs) 18.00

1,486

14.86

1,453 1,000

14.53 10.00

950

9.50

891 801

8.91 8.01

8.

List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public - (non convertible debentures - 2009)- ISIN INE 721A07994 - Option V (` 669.89 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Kotak Mahindra Trustee Company Limited A/C Kotak Floater Long Term Scheme Kotak Mahindra Bank Limited Kotak Mahindra Trustee Company Limited A/C Kotak Credit Opportunities Fund Kotak Mahindra Trustee Company Limited A/C. Kotak Mahindra Bond Short Term Plan HDFC Trustee Company Limited A/C High Interest Fund Short Term Plan BNP Paribas Radha Madhav Investments Limited Address Number of debentures 890,000 Aggregate Amount (` In ` lacs) 8,900.00

Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai -400 001

KMBL Treasury Account, 2nd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, P.O.Box No. 1142, Fort, Mumbai- 400001

765,114

7,651.14

690,000

6,900.00

Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No.1142, Fort, Mumbai - 400 001

556,523

5,565.23

6 7

HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Office Floor-8, Next To Kanjurmarg Station, Kanjurmarg (East), Mumbai - 400 042 French Bank Building, 62, Homji Street, Fort, Mumbai - 400 001 11 A, Mittal Chambers, Nariman Point, Mumbai - 400 021 - 74 -

270,376

2,703.76

250,000 250,000

2,500.00 2,500.00

Sr. No. 8

Name of debenture holder HDFC Trustee Company Limited HDFC MF Monthly Income Plan Long Term Plan ECL Finance Limited Bajaj Allianz Life Insurance Company Limited

Address

Number of debentures 190,969

HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Office Floor8, Next To Kanjurmarg Station, Kanjurmarg (East), Mumbai - 400 042 14th Floor, Express Towers, Nariman Point, Mumbai - 400 021 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai - 400 001

Aggregate Amount (` In ` lacs) 1,909.69

9 10

180,218 169,791

1,802.18 1,697.91

9.

List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN - INE721A07AJ1 - Option I (other Secured) (` 33.99 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder UTI Treasury Advantage Fund Address Number of debentures 88,325 Aggregate Amount (` in lacs) ` 883.25

2 3 4

ICICI Securities Primary Dealership Limited Dhruvi Securities Private Limited State Bank of India

Deutsche Trustee Services (India) Private Limited A/C DWS Money Plus Advantage Fund Vijaya Bank

UTI Mutual Fund, UTI Asset Management Company Limited, Department of Fund, Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 ICICI Centre, H T Parekh Marg, Churchgate, Mumbai-400020 No 25/1, Skip House, Museum Road, Bangalore-560025 SBI SG Global Security Service Private Limited, Jeevan Seva Extension Building, Ground Floor, S.V. Road, Santacruz (West), Mumbai-400054 Standard Chartered Bank, Crescenzo, Securities Services, 3rd Floor, C-38/39 GBlock, Bandra Kurla Complex Bandra(East), Mumbai -400051 Treasury Management Department, Head Office, 41/2, M G Road, Trinity Circle, Bangalore-560001 HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Office Floor 8, Next To Kanjurmarg Station, Kanjurmarg (East) Mumbai-400042 Standard Chartered Bank, Crescenzo, Securities Services, 3rd Floor, C-38/39 GBlock, Bandra Kurla Complex Bandra(East), Mumbai -400051 Alkem House, Devashish, Adjs To Matulya House, S.B.Marg, Lower Parel, Mumbai400013 406, JeevanVihar, 5, ManavMandir Road, Malabar Hill, Mumbai-400006 - 75 -

84,569 42,284 35,330

845.69 422.84 353.30

20,000

200.00

17,665

176.65

Securities Corporation Limited

of

Trading India

16,914

169.14

Deutsche Trustee Services (India) Private Limited A/C DWS Twin Advantage Fund Alkem Laboratories Limited Surplus Finvest Private Limited

15,330

153.30

8,457

84.57

10

5,074

50.74

10. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A07AK9 - OptionI (Unreserved Individual Secured )- (` 104.96 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Reliance Capital Trustee Company Limited A/C Reliance Monthly Income Plan United Bank of India Address Number of debentures 251,600 Aggregate Amount (` in lacs) ` 2,516.00

Deutsche Bank A. G., D. B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 The Deputy General Manager, UBI, Investment Fund Management Department Head Office, 4th Floor, 16 Old Court House Street, Kolkata-700001 UTI Mutual Fund, UTI Asset Management Company Limited, Department of Fund Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra(East), Mumbai400051 HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Office Floor 8, Next To Kanjurmarg Station, Kanjurmarg (East), Mumbai-400042 UTI Mutual Fund, UTI- Asset Management Company Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 AGI Bhawan Rao Tula Ram Marg, Post VasantVihar, New Delhi-110057 Elegant House Raghuvanshi Mills Compound, Senapati, BapatMarg, Lower Parel, Mumbai-400013 703A, Brich Wood, Hiranandani Gardens, Powai, Mumbai-400076 703 A, Brichwood, Hirnandani Gardens, Powai, Mumbai-400076 Surya, Plot No.7, Karthik, Enclave, Near Diamond Point, Sikh Road, Secunderabad500009

200,000

2,000.00

UTI Dynamic Bond Fund

191,500

1,915.00

Cholamandalam MS General Insurance Company Limited UTI Short Term Income Fund

150,000

1,500.00

100,000

1,000.00

6 7

Army Group Insurance Fund Divya Agrawal

50,000 14,209

500.00 142.09

8 9 10

Vatsal Neelakantan Kshitij Neelakantan Rajesh Ghelubhai Desai

9,473 9,473 9,473

94.73 94.73 94.73

11. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures 2010) - ISIN INE721A07AL7- Option I (Reserved Individual Secured ) (` 18.59 crores) of face value ` 1,000/- per debenture: Sr. No. 1 2 Name of debenture holder Address Number of debentures 19,514 10,000 Aggregate Amount (` in lacs) ` 195.14 100.00

ACG Associated Capsules Private Limited Aegis Logistics Limited

127, Kandivli Industrial Estate, Kandivli (West), Mumbai-400067 403, Peninsula Chambers, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400013

- 76 -

Sr. No. 3

Name of debenture holder

Address

Number of debentures 3,300

NPS Trust- A/C ICICI Prudential Pension Fund Scheme C - Tier I

4 5 6 7 8

Yogesh Agarwal Tripta Agarwal Bedrock Limited Nalini Ishwarlal Khandwala Provident Fund of Mangalore Refinery and Petrochemicals Limited Patel Arvind Girdharilal Sarita Kamat

9 10

C/O ICICI Prudential Pension Funds, Management Company Limited, ICICIPRULIFE Towers, 1089, Appasaheb Marathe Marg, Prabhadevi, Mumbai-400025 4th Floor B- Block, Rohit Bhawan, 4 Sapru Marg, Lucknow-226001 4th Floor, B Block, Rohit Bhawan, 4 Sapru Marg, Lucknow-226001 6 B Court Chambers, 35, New Marine Lines, Mumbai-400020 1001 Manju Apartment, Narayan Dabholkar Road, Mumbai-400006 MRPL, LGF, Mercantile House, 15, K.G. Marg, Connaught Place, New Delhi-110001 92, Darya Mahal B, 16th Floor, 80 Napeansea Road, Mumbai-400006 F-15, Union House, L-J Cross Road No 2, Mahim, Mumbai-400016

Aggregate Amount (` in lacs) ` 33.00

1,700 1,689 1,547 1,088 1,000

17.00 16.89 15.47 10.88 10.00

996 996

9.96 9.96

12. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A07AM5 - Option II (Other Secured ) (` 8.97 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Address Number of debentures 35,330 Aggregate Amount (` in lacs) ` 353.30

LIC MF Unit Linked Insurance Scheme

Reliance Life Insurance Company Limited STCI Primary Dealer Limited

4 5

6 7 8

The National Co-operative Bank Limited Sri Sathya Sai Institute of Higher Medical Sciences PG Employees Gratuity Fund Trust Pradip Credit Private Limited Doyen Commodities Private Limited Shree Swetamber Jain SevaSamaj

LIC Mutual Fund Asset Management Company Limited, Industrial Assurance Building, 4th Floor, Opposite Churchgate Station, Mumbai-400020 Deutsche Bank A.G., D. B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Office Floor 8, Next To Kanjurmarg Station, Kanjurmarg(East) Mumbai-400042 53/1 Bull Temple Road, Bangalore560019 Prasanthi Gram, Anantapur District, Andhra Pradesh-515134

26,498

264.98

25,001

250.01

1,767 370

17.67 3.70

2 G, Jodges Court Road, Kolkata-700027 1, British Indian Street, 6th Floor, Room No - 608, Kolkata-700069 Udyog Bhavan, Khargate, On Ghoghawala Dispensary, Bhavnagar364001 - 77 -

253 169 127

2.53 1.69 1.27

Sr. No. 9 10

Name of debenture holder

Address

Number of debentures 85 85

Frognal Finance And Investment Private Limited Sykes & Ray Equities (Mumbai) Private Limited

E- 55, Panchsheel Park, New Delhi110017 1st Floor, Doulatram Mansion, Kitridge Road, Colaba, Mumbai-400005

Aggregate Amount (` in lacs) ` 0.85 0.85

13. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN - INE721A07AN3 -Option II (Unreserved Individual Secured ) (` 8.32 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Address Number of debentures 9,473 Aggregate Amount (` in lacs) ` 94.73

Arun Chaturbhuj

2 3 4

V. Mathran & Company Private Limited Sudhir Kumar Somani Sukhbir Singh Dhupia

Madhabi Puri Buch

6 7 8 9

Jitendra Keshavlal Shah Subhadra R Shah Vinod V Shah K Sridhar

10

Neetha Prakash

2092 93 B Wing, Clover Regench V T Wadi, Ramji Asar Lane Ghatkopar(East), Mumbai-400077 Vaishno Chambers, 6, Brabourne Road, 5th Floor, Kolkata-700001 10 Ganesh Chandra Avenue, Shanti Niwas 2nd Floor, Room No-12, Kolkata-700013 HSBC Securities Services, 2nd Floor"Shiv", Plot No. 139-140 B, Western Express Highway, Sahar Road Junction, Vile Parle (East), Mumbai400057 ICICI Bank Apartments, Flat No. 4-A, 2nd Floor, P Balu Marg, Near Tata Press, Prabhadevi, Mumbai-400025 7th Floor, Marble Arch, 52-Peddar Road, , Mumbai-400026 C/O Shreyas Impex,265 Princess Street, Above Parsi Dairy, Mumbai-400002 C/O Shreyas Impex, 265 Princess Street, Above Parsi Dairy, Mumbai-400002 7, "O" Block, Mayflower Gardens, Srinivasa Avenue Road, R A Puram, Chennai-600028 Fagun Mansion, Ground Floor, 74 (Old No 26) Ethiraj Salai, Chennai-600105

7,278 5,000 4,736

72.78 50.00 47.36

2,842

28.42

2,842 2,368 2,368 1,895

28.42 23.68 23.68 18.95

1,895

18.95

14. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A07AO1 Option II (Reserved Individual Secured ) (` 45.25 crores) of face value ` 1,000/- per debenture: Sr. No. 1 2 3 Name of debenture holder Address Number of debentures 14,299 12,239 12,141 Aggregate Amount (` in lacs) ` 142.99 122.39 121.41

Bedrock Limited Nalini T Vassa Smt. Sitadevi N Poddar Charity Trust

6 B Court Chambers, 35 New Marine Lines, Mumbai-400020 17, A/Sweethome Society,Nr, Shreyas Tekra, Ambawadi, Ahmedabad-380015 6/B, Court Chambers, 35 New Marine Lines, Mumbai-400020 - 78 -

Sr. No. 4 5 6 7

Name of debenture holder

Address

Number of debentures 11,827 10,645 10,000 4,546

PoddarTyres Limited Shivganga Distributors Private Limited Red Commodities Private Limited Mind Investments And Consultancy Services Private Limited Ketan P. Shroff

Pravin Gamanlal Shroff

10

Jagdish Bapu Salgaonkar

5/D Court Chambers, 35 New Marine Lines, Mumbai-400020 5F, Everest, 46/C, Chowringhee Road, Kolkata-700071 2, S. N. Banerjee Road, Middle Gate, Mezz Floor, Kolkata-700013 11/13, Botawala Building, 2nd Floor, Room No.7, Horniman Circle, Mumbai400023 Flat No.-202, Wing 2A,Versova Horizon View Chs,7 Bunglows, Office J. P. Road, Andheri (West) Mumbai-400061 202, Wing 2A, 2nd Floor, Vesova Horizon View CHS Limited, Office J. P. Road, 7 Bunglows, Andheri(West), Mumbai400061 Flat No-111 Belmonte Tower, Condomin Telephone Colony, Near Magnet Mall Mogal Lane Mahim, Mumbai-400016

Aggregate Amount (` in lacs) ` 118.27 106.45 100.00 45.46

2,550

25.50

2,300

23.00

2,000

20.00

15. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A07AP8 -Option III (Other Secured ) (` 40.42 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Address Number of debentures 169,137 Aggregate Amount (` in lacs) ` 1,691.37

Money Matters Financial Services Limited ICICI Bank Limited

Axis Bank Limited

4 5 6 7 8 9 10

Sudhir Gensets Limited PoddarTyres Limited Surendra M Tulsyan Poonam Gupta Bedrock Limited Zodiac Trade link Private Limited Ivan Elvin Saldanha

1-B, 35, Court Chambers, Sir Vithaldas Thakersay Marg, New Marine Lines, Mumbai-400020 Treasury Middle Office Group, 2nd Floor, North Tower, (East) Wing, ICICI Bank Tower, BANDRA KURLA COMPLEX, Bandra(East), Mumbai-400051 A Wing, 3rd Floor, Bezzola Complex, Suman Nagar, Sion Trombay Road, Chembur, Mumbai-400071 Sudhir Gensets Limited, Plot No.1, Sector 34 E.H.T.P., Gurgaon, Haryana-122001 5-D, Court Chambers, 35, New Marine Lines, Mumbai-400020 P4/703, Oxford Village, Wanawadi, SalunkeVihar, Pune-411048 B 500 Sushantlok 1, Opposite ICICI Bank, Sushant Lok Branch, Gurgaon-122001 6 B Court Chambers, 35 New Marine Lines, Mumbai-400020 C/O 817 Bombay Market,8th Floor, Tardeo Road, Mumbai-400034 401 Royale, 2ndHasanabad Road, Santacruz (West), Mumbai-400054 - 79 -

88,325

883.25

83,325

833.25

42,284 6,764 2,000 2,000 1,691 1,691 1,000

422.84 67.64 20.00 20.00 16.91 16.91 10.00

16. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A07AQ6 - Option III (Unreserved Individual Secured ) (` 42.08 crores) of face value ` 1,000/- per debenture: Sr. No. 1 2 Name of debenture holder Address Number of debentures 75,781 29,630 Aggregate Amount (` in lacs) ` 757.81 296.30

Sudhir Seth Bajaj Allianz Life Insurance Company Limited Urmila Mehrotra Vinod Kumar Bajaj & Company HUF Ramniwas Bajaj & Company HUF Farida V Singh Mehroo Behram Dubash Mahendra Kumar Gupta V. Mathran & Co Private Limited Mitren N Thakkar

3 4 5 6 7 8 9 10

14, Chinar Drive, Palam Marg, DLF Chhatterpur Farm, New Delhi-110074 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Khattri House, Tikait Rai KaTalab, Lucknow -226004 24-B, Rajabahadur Compound, 1st Floor, Hamam Street, Fort, Mumbai-400023 24-B, Rajabahadur Compound, 1st Floor, Hamam Street, Fort, Mumbai-400023 Queens Court, Duplex Flat 1, Dr E. Moses Road, Worli, Mumbai-400018 Queens Court, Duplex Flat 1, Dr E. Moses Road, Worli, Mumbai-400018 785 Shantam, Alto Betim Porvorim, Bardez, Goa 403501 Vaishno Chambers, 6, Brabourne Road, 5th Floor, Kolkata-700001 262 ADI Mansion, Dr.Cawasji Hormusji Street, Dhobi Talao, Mumbai-400002

18,945 18,945 18,945 14,209 13,709 13,262 12,429 11,841

189.45 189.45 189.45 142.09 137.09 132.62 124.29 118.41

17. List of top ten holders of Secured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A07AR4 - Option III (Reserved Individual Secured ) (` 114.30 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Address Number of debentures 122,000 Aggregate Amount (` in lacs) ` 1, 220.00

Bajaj Allianz Life Insurance Company Limited Bajaj Allianz General Insurance Company Limited

Illingworth Commerce Private Limited Akshay Kumar Bhatia Pronab Kumar Saha Dinesh BapuSalgaonkar Sanjay Pranlal Muni Jagdish Bapu Salgaonkar

4 5 6 7 8

Deutsche Bank A.G., D. B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Standard Chartered Bank, Crescenzo, Securities Services, 3rd Floor, C-38/39 GBlock, Bandra Kurla Complex, Bandra(East), Mumbai -400051 9/12, Lal Bazar Street, Mercantiles Building, 2nd Floor, 'E' Block, Kolkata700001 G-2, Prime Beach, Gandhi Gram Road, Juhu, Mumbai-49, Mumbai-400049 A 1/7, Karunamoyee Housing Estate, Kolkata-700091 B-54 Mandhana Manor, Mogul Lane, Mahim, Mumbai-400016 32 Shree Building, Juhu Road, Santacruz West, Mumbai-400054 Flat No-111 Belmonte Tower, Condomin - 80 -

40,000

400.00

12,235

122.35

6,000 5,500 5,000 4,242 4,202

60.00 55.00 50.00 42.42 42.02

Sr. No.

Name of debenture holder

Address

Number of debentures

Aggregate Amount (` in lacs) `

9 10

Anil Poddar Arjun Mittal

Telephone Colony, Nr Magnet Mall Mogal Lane Mahim, Mumbai-400016 333, Deepali Enclave, Pitam Pura, Delhi110034 G-5, Model Town III, Delhi-110009

4,026 3,991

40.26 39.91

18. List of top ten holders of Unsecured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A08968 - Option -IV (Other Double Bond Unsecured ) (` 0.91 crore) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Address Number of debentures 5,000 Aggregate Amount (` in lacs) ` 50.00

Raheja Stock Brokers Private Limited Virendra Navnitlal Stock Broking Private Limited Gladioli Securitries Private Limited PeareyLal and Sons Private Limited VsnFininvest Private Limited Subhash Shah and Associates Architects Private Limited

2 3 4 5 6

521, Rotunda Stock Exchange Building, 5th Floor, Dalal Street, Fort, Mumbai400001 527 Rotunda, Mumbai Samachar Marg, Fort, Mumbai-400023 E-105, East of Kailash, New Delhi-110065 42 Janpath, New Delhi-110001 Sco 24 - 25 FF, 1st Floor, Sector 9-D Madhya Marg, Chandigarh-160009 Lunat Mansion, 2nd Floor, 118/120, Mint Back Road, Fort, Mumbai-400001

2,500 500 500 500 100

25.00 5.00 5.00 5.00 1.00

19. List of top ten holders of Unsecured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A08976 - Option -IV (Unreserved Individual Double Bond Unsecured) (` 16.87 crores) of face value ` 1,000/- per debenture: Sr. No. 1 2 3 4 5 6 7 Name of debenture holder Address Number of debentures 30,000 25,000 22,500 17,000 15,500 10,000 10,000 Aggregate Amount (` in lacs) ` 300.00 250.00 225.00 170.00 155.00 100.00 100.00

Haren Textile Private Limited Nitin Raoji bhai Desai Desai Natubhai Haribhai Prisha Sanjay Desai Kinna Yogesh Patel Meena Nitin Desai Desai Bimalbhai Natubhai

Before Dahisar Toll Naka, W E Highway, Dahisar(East), Mumbai-400068 C/O Desai Bros Limited, Desai House 177/2, Dhole Patil Road, Pune-411001 C/O Desai Brothers Limited, Desai House F P No 177/2,Dhole Patil, Pune-411001 177/2 Desai House, Dhole Patil Road,Pune-411001 C/O Desai Bros Limited, Desai House 177/2, Dhole Patil Road,Pune-411001 C/O Desai Bros. Limited, Desai House 177/2, Dhole Patil Road, Pune-411001 C/O Desai Brothers Limited, Desai House F P No 177/2,Dhole Patil Road, Pune411001

- 81 -

Sr. No. 8

Name of debenture holder

Address

Number of debentures 10,000

Ajay Upadhyaya

Pathik Gandotra

10

Manju Jain

C/O The Royal Bank Of Scotland N.V., Custody Department, 1st Floor, Brady House, 14, Veer Nariman Road, Fort, Mumbai-400001 Flat No A - 1901, Chitanya Towers, A Wing, AppaSahebMaratheMarg, Prabhadevi, Mumbai, Maharashtra400025 EC 256, Salt Lake City, Kolkata, West Bengal-700064

Aggregate Amount (` in lacs) ` 100.00

5,000

50.00

4,000

40.00

20. List of top ten holders of Unsecured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) -- ISIN INE721A08984- Option -IV (Reserved Individual Double Bond Unsecured) (` 37.46 crores) of face value ` 1,000/- per debenture: Sr. No. 1 2 3 Name of debenture holder Address Number of debentures 8,164 5,305 4,675 Aggregate Amount (` in lacs) ` 81.64 53.05 46.75

Kanchan Jain Gajendra Jain Gujarat Alkalies and Chemicals Limited Employees Provident Fund Trust Haren Textile Private Limited Sanjay Pranlal Muni Dinesh Aggarwal

E/9, Common Wealth Building, Opp. Bund Garden, Pune-411001 E/9 Common Wealth Building, Opp. Bund Garden Road, Pune-411001 GACL, P O Petrochemicals, District, Vadodara-391346

5 6

7 8 9

Parag Shamji Ved Vandana Jain Pradip Dinanath Joshi

10

Swapna Mitra

Before Dahisar Toll Naka, Western Express Highway, Dahisar (East), Mumbai-400068 32 Shree Building, Juhu Road, Santacruz (West), Mumbai-400054 C/O M/S Gupta Traders, Main Bazar, Nalagarh District - Solan, Himachal Pradesh-174101 1 Shreenath Krupa, 7th Road Rajawadi, Ghatkopar(East), Mumbai-400077 E/9 Common Wealth Building, Opp. Bund Garden,Pune-411001 Luminaire Division Central Building, Crompton Greaves Limited, Kanjurmarg(East), Mumbai-400042 Cricinfo India Private Limited, 1/1, Primrose Road, Bangalore, Next To CGSL, Bangalore-560025

3,500

35.00

2,648 2,293

26.48 22.93

2,079 1,811 1,800

20.79 18.11 18.00

1,700

17.00

21. List of top ten holders of Unsecured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - ISIN INE721A08AA8 - Option -V (Others Unsecured) (` 1.103 crores) of face value ` 1,000/per debenture:

- 82 -

Sr. No. 1 2 3

Name of debenture holder

Address

Number of debentures 5,000 5,000 400

Sunrise Industrial Traders Limited Virendra Navnitlal Stock Broking Private Limited Stanrose Mafatlal Investment and Finance Limited Employees Provident Fund Stanrose Mafatlal Investment and Finance Limited Officers Provident Fund Stanrose Mafatlal Investments and Finance Limited-Officers Superannuation Scheme Sandeep Holdings Limited Employees Gratuity Fund

503 Commerce House, 140 Nagindas Master Road, Fort, Mumbai-400023 527 Rotunda, Mumbai Samachar Marg, Fort, Mumbai-400023 6th Floor Popular House, Ashram Road, Ahmedabad, -380009 6th Floor, Popular House, Ashram Road, Ahmedabad-380009 6th Floor, Popular House, Ashram Road, Ahmedabad-380009 6th Floor, Popular House, Ashram Road, Ahmedabad-380009

Aggregate Amount (` in lacs) ` 50.00 50.00 4.00

400

4.00

185

1.85

45

0.45

22. List of top ten holders of Unsecured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - Option -V (Unreserved Individual Unsecured) - ISIN INE721A08AB6 (` 2.04 crores) of face value ` 1,000/- per debenture: Sr. No. 1 Name of debenture holder Address Number of debentures 5,500 Aggregate Amount (` in lacs) ` 55.00

Gopalakrishnan A Iyer

K G Anantharaman

3 4 5 6 7 8 9 10

Hiralal Sitaldas Dalal Kamal Ravindra Mehta Pavan Bajaj Shilpa Bajaj Bipin S Mehta Hutoxi Hodiwalla Rahil Kamal Mehta Neetu Gupta

104 Primrose Glendale, Gladys Alvares Marg, Office Pokhran Road No 2, Thane West-400610 104 Primrose Glendale, Gladys AlvaresMarg, Office Pokhran Road No 2, Thane (West)-400610 2 SitalBhuwan, 64 Walkeshwar Road, Mumbai - 400006 10/B JeevanAsha, 60/A Pedder Road, Mumbai - 400026 4-A, Nidhi Van, Near NandGaon, Girdhar Nagar, Indore-452018 4 A, Nidhivan Nr Nandgaon, Dirdhar Nagar, Indore-452018 V P Banglaw, Godrej Colony, Nr Gattu Vidyalaya, Ankleshwar-393002 56 , Shangrilla, Colaba, Mumbai-400005 10/B Jeevan Asha, 60/A Pedder Road, Mumbai, -400026 2801 B Tower Beaumonde Appasaheb, Marathe,Marg,Prabhadevi, Mumbai400025

2,200

22.00

2,000 1,500 1,421 1,201 1,000 1,000 1,000 1,000

20.00 15.00 14.21 12.01 10.00 10.00 10.00 10.00

23. List of top ten holders of Unsecured Non-Convertible Debentures as on May 27, 2011 issued to public (non convertible debentures - 2010) - Option -V (Reserved Individual Unsecured) - ISIN INE721A08AC4 (` 24.72 crores) of face value ` 1,000/- per debenture:

- 83 -

Sr. No. 1

Name of debenture holder

Address

Number of debentures 4,000

2 3

Bharti Telesoft International Private Limited Exe Provident Fund trust Arjun Mittal Crompton Greaves Limited Provident Fund No 1 Centre For Development of Telematics Employees Provident Fund Trust Jagatjit Cotton Textile Mills Limited Provident Fund Trust MSW Employee's Provident Fund Trust ST. Pauls School Mohini Khanna Ashish Malla Madanlal Jagganath Dalmia

Okhla Industrial Area, Phase I, New Delhi110020 G-5, Model Town III, Delhi-110009 C/O Bajirao Desai/Marathe, Crompton Greaves Limited, Kanjurmarg (East), Mumbai-400042 Centre For Development of Telematics, Employees Provident Fund, Trust, Mandi Road, Mehrauli, New Delhi-110030 Thapar House, 124 Janpath, New Delhi, 110001 P O Mawana, , Meerut-250402 Jalapahar, , Darjeeling-734103 1/2 Shanti Niketan, New Delhi-110021 2 Silva Point 1st Floor, Plot No 349-A, 10th Road Chambur, Mumbai-400071 24b, Rajabahadur Compound, Office No. 111, 2nd Floor, Fort, Mumbai-400023

Aggregate Amount (` in lacs) ` 40.00

3,333 3,000

33.33 30.00

3,000

30.00

2,500

25.00

6 7 8 9 10

2,000 1,500 1,408 1,280 1,278

20.00 15.00 14.08 12.80 12.78

24. List of top ten holders of A-series non convertible debentures (` 100 crore) of face value ` 10 Lacs per debenture, as on May 27, 2011: Sr. No. 1. Name of Holder debenture Address Number of debentures 350 Aggregate amount (` in ` lacs) 3,500.00

UTI-Unit Insurance Plan

Linked

2.

3.

UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI - Childrens Career Balanced Plan

UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 UTI Mutual Fund, UTI Asset Management Company Limited, Department of Fund, Accounts, UTI Tower, GN Block, BandraKurla Complex, Bandra (East), Mumbai400051 UTI Mutual Fund, UTI Asset Management Company Private Limited, Department of Fund Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051

250

2,500.00

250

2,500.00

4.

UTI Retirement Benefit Pension Fund

150

1,500.00

- 84 -

25. List of top ten holders of B-series non convertible debentures (` 270 crore) of face value ` 10 Lacs per debenture, as on May 27, 2011: Sr. No. 1. Name of debenture Holder Address Number of debentures 1,250 Aggregate amount (` in ` lacs) 12,500.00

Standard Chartered Bank (Mauritius) Limited -Debt

2.

ICICI Prudential Fixed Maturity Plan - Series 45 Three Years Plan Take Solutions Limited

3.

4. 5.

CMNK Consultancy & Services Private Limited BNP Paribas Money Plus Fund IDFC Hybrid Fund-Series I Portfolio

6.

7.

BNP Paribas Fixed Term Fund-Series 18-D

Standard Chartered Bank, Crescenzo, Securities Services, 3rd Floor, C-38/39 GBlock, Bandra Kurla Complex, Bandra (East), Mumbai -400051 HSBC Securities Services, 2nd Floor "Shiv", Plot No 139-140 B, Western Express Highway, Sahar Road Junction, Vile Parle (East), Mumbai-400057 80/81, MBC Towers, 6th Floor, TTR Road, Alwarpet, Chennai, Tamil Nadu600017 157, G. N Chetty Road , T Nagar , Chennai, Tamilnadu -600017 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001

800

8,000.00

260

2,600.00

240 85

2,400.00 850.00

50

500.00

15

150.00

26. List of top ten holders of C-series non convertible debentures (` 610 crore) of face value ` 10 Lacs per debenture, as on May 27, 2011: Sr. No. 1. Name of debenture Holder Address Number of debentures 3,000 Aggregate amount (` in ` lacs) 30,000.00

Life Insurance Corporation of India UTI - Childrens Career Balanced Plan

2.

3.

UTI-Unit Linked Insurance Plan United Bank of India

4.

5.

Corporation Bank

Investment Department, 6th Floor, West Wing, Central Office, Yogakshema, Jeevan Bima Marg, Mumbai-400021 UTI Mutual Fund, UTI Asset Management, Company Limited, Department of Fund Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 UTI AMC Private LImited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 The Deputy General Manager, UBI Investment Fund Management Department, Head Office, 4th Floor, 16 Old Court House Street, Kolkata-700001 Corporation Bank, General Account, Investment Division, 15 Mittal Chambers 1st Floor, Nariman Point, Mumbai400021 - 85 -

750

7,500.00

500

5,000.00

500

5,000.00

300

3,000.00

Sr. No. 6.

Name of debenture Holder

Address

Number of debentures 250

7.

UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI-MIS-Advantage Plan

UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 UTI AMC Private Limited, UTI Tower,GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 UTI Mutual Fund, UTI Asset Management Company Private Limited, Department of Fund Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Off Floor 8, Next To Kanjurmarg Station, Kanjurmarg (East), Mumbai- 400042 UTI Mutual Fund, UTI Asset Management Company Private Limited, UTI Tower, 'GN' Block, Bandra Kurla Complex, Bandra (East), Mumbai.400051 Suraksha, 1 7 0, J. Tata Road, Church Gate, Mumbai-400020

Aggregate amount (` in ` lacs) 2,500.00

200

2,000.00

8.

UTI - Retirement Benefit Pension Fund

200

2,000.00

9.

Cholamandalam MS General Insurance Company Limited

100

1,000.00

10. UTI - Monthly Income Scheme

100

1,000.00

11. General Insurance Corporation of India

100

1,000.00

27. List of top ten Holders of Subordinate Debts, D-series non convertible debentures (` 550.97 crore) of face value ` 1 Lac per debenture, as on May 27, 2011: Sr. No. 1. Name of holder Address Number of Instrument 3,920 Aggregate Amount (` in lacs) ` 3,920.00

Securities Trading Corporation of India Limited Bajaj Allianz Life Insurance Company Limited Bank of Maharashtra

2.

3.

4.

Air- India Employees Provident Fund Kotak Mahindra Trustee Company Limited A/C Kotak Flexi Debt Scheme Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust Bank of India

5.

6.

HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Office Floor-8, Next To Kanjurmarg Station, Kanjurmarg (East) Mumbai-400042 Deutsche Bank Ag, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Treasury And International Banking, 2nd Floor, 23 Maker Chamber III, Nariman Point, Mumbai-400021 Air India Employees Provident Fund Account, Old Air Port, Santacruz, Mumbai-400029 Deutsche Bank Ag, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Shed No 1, Dangania, Raipur-492013

3,500

3,500.00

3,000

3,000.00

2,400

2,400.00

2,300

2,300.00

2,000

2,000.00

7.

Treasury Branch,, Head Office,Star House,7th Floor, C-5,'G'Block,Bandra Kurla Complex, Bandra(East), Mumbai.- 86 -

2,000

2,000.00

Sr. No.

Name of holder

Address

Number of Instrument

Aggregate Amount (` in lacs) ` 2,000.00 2,000.00

8. 9.

United India Insurance Company Limited Bank of Baroda

400051 24, Whites Road, Chennai -600014 Specialized Integrated, Treasury Branch, Kalpataru Heritage Building, 6th Floor, Nanik Motwane Marg, mumbai-400023 O/F Ed Finance Shed No 7, CSEB Dangania, Raipur, Chhattisgarh-490001

2,000 2,000

10.

Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust

1,940

1,940.00

28. List of top ten holders of Subordinate Debts, E-Series non convertible debentures (` 248 crore) of face value ` 1 Lacs per debentures, as on May 27, 2011: Sr. No. 1. Name of holder Address Number of Instrument 2,400 Aggregate Amount (` in lacs) ` 2,400.00

2. 3.

NPS Trust- A/C SBI Pension Fund Scheme Central Government United India Insurance Company Limited Bank of India Provident Fund

C/O SBI Pension Funds Private Limited, No. 32, Maker Chambers - III, Nariman Point, Mumbai-400021 24,Whites Road, Chennai-600014 Terminal Benefits Division, H. R. Department, 3rd Floor, Star House, C5,'G', Block H.O, Bandra Kurla Complex, Bandra(E), Mumbai-400051 F I M Department, Maker Towers E, II Floor, Cuffe Parade Colaba, Mumbai400005 Deutsche Bank A.G., D.B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 C/O UTI Retirement Solutions Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 HSBC Securities Services, 2nd Floor "Shiv', Plot No 139-140 B, Western Express Highway, Sahar Road Junction, Vile Parle-East, Mumbai-400057 C/O LIC Pension Fund Limited, Yogakshema, East Wing, 7th Floor, Jeevan Bima Marg, Mumbai-400021 C/O UTI Retirement Solutions Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 AGI Bhawan, Rao Tula Ram Marg, Post Box No. 14, PO Vasant Vihar, New Delhi-110057

2,000 2,000

2,000.00 2,000.00

4.

Syndicate Bank

2,000

2,000.00

5.

Bajaj Allianz Life Insurance Company Limited NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme Central Government Shriram Life Insurance Company Limited

1,500

1,500.00

6.

1,500

1,500.00

7.

1,500

1,500.00

8.

9.

10.

NPS Trust- A/C LIC Pension Fund Scheme Central Government NPs Trust- A/C UTI Retirement Solutions Pension Fund Scheme State Government Army Group Insurance Fund

1,000

1,000.00

1,000

1,000.00

1,000

1,000.00

29. List of top ten holders of Subordinate Debts, D-Series non convertible debentures (` 50 crore) of face value ` 10 Lacs per debentures, as on May 27, 2011: - 87 -

Sr. No. 1.

Name of holder

Address

Number of Instrument 225 100 75 30

HVPNL Employees Pension Fund Trust 2. Food Corporation of India CPF Trust 3. HVPNL Employees Provident Fund Trust 4. Gas Authority of India Limited Employees Provident Fund Trust 5. The Jammu and Kashmir Bank Employees Provident Fund Trust 6. GAIL Employees Superannuation Benefit Fund 7. Gujarat Alkalies and Chemicals Limited Employees Provident Fund Trust 8. Everest Industries Limited Employees Provident Fund Trust 9. GAIL (India) Limited Employees Death-CumSuperannuation Gratuity Scheme 10. Provident Fund of Mangalore Refinery And Petrochemicals Limited

Shakti Bhawan, Sector 6, Panchkula134109 Khadya Sadan, 13th Floor, 16-20 Barakhamba Lane, New Delhi-110001 Shakti Bhawan Sector 6, Panchkula 134109. Gas Authority of India Limited, 16 Bhikaiji Cama Place, New Delhi-110066 Jammu And Kashmir Bank, Corporate Office, M.A. Road, Srinagar-190001 Gas Authority India Limited, 16 Bhikaiji Cama Place, New Delhi-110066 GACL, P O Petrochemicals, Dist Vadodara, Gurat-391346

Aggregate Amount (` in lacs) ` 2,250.00 1,000.00 750.00 300.00

20

200.00

10 10

100.00 100.00

Genesis, A-32, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044 GAIL Bhawan 16, Bhikaji Cama Place, R. K. Puram,, New Delhi-110066

60.00

50.00

MRPL, LGF, Mercantile House, 15, K. G. Marg, Connaught Place, New Delhi110001

40.00

30. List of Subordinate Debts, C-series non convertible debentures (` 350 Crore) of face value ` 10 Lacs per debenture, as on May 27, 2011: Sr. No. 1. Name of holder Address Number of Instrument 700 Aggregate Amount (` in lacs) ` 7,000.00

UTI- Balanced Fund

2.

UTI Dynamic Bond Fund

3.

UTI-Unit Linked Insurance Plan UTI - Retirement Benefit Pension Fund

4.

UTI Mutual Fund, UTI Asset Management Company Private Limited, UTI Tower, 'GN' Block, Bandra Kurla Complex, Bandra (E), Mumbai.-400051 UTI Mutual Fund, UTI Asset Management Company Limited, Department of Fund Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East) Mumbai-400051 UTI Mutual Fund, UTI Asset Management Company Private Limited, Department of Fund Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 - 88 -

650

6,500.00

500

5,000.00

500

5,000.00

Sr. No. 5.

Name of holder

Address

Number of Instrument 250

UTI-MIS-Advantage Plan

6.

UTI - Childrens Career Balanced Plan

7.

UTI - Treasury Advantage Fund

8.

UTI-Mahila Unit Scheme

9.

UTI Short Term Income Fund

10. UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies

UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 UTI Mutual Fund,UTI Asset Management Company Limited, Department of Fund, Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 UTI Mutual Fund, UTI Asset Management Company Limited, Department of Fund Accounts, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 UTI Mutual Fund, UTI - Asset Management Company Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051

Aggregate Amount (` in lacs) ` 2,500.00

250

2,500.00

250

2,500.00

200

2,000.00

150

1,500.00

50

500.00

31. List of top 10 holders of Subordinate Debts, F-series non convertible debentures (` 400 Crore) of face value ` 10 Lacs per debenture, as on May 27, 2011: Sr. No. 1. Name of holder Address Number of Instrument 768 Aggregate Amount (` in lacs) ` 7,680.00

2. 3.

NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government Welspun Corporation Limited Infrastructure Development Finance Company Limited

4. 5. 6.

Tata Capital Limited United India Insurance Company Limited Bank of India (Employees) Pension Fund

C/O UTI Retirement Solutions Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai400051 Welspun City, Tal Anjar, District Kutch370110 C/O HDFC Bank Limited - Custody Services, Lodha- I Think Techno Campus, Building - Alpha, 8th Floor, Near Railway Station, Kanjur Marg (East), Mumbai-400042 One Forbes, Dr. V.B.Gandhi Marg, Fort, Mumbai-400001 24, Whites Road, Chennai-600014 Terminal Benefits Division., HR Department, 3rd Floor, H. O. Star House, C-5, 'G' Block,, Bandra Kurla Complex, Bandra (East) Mumbai- 89 -

750 550

7,500.00 5,500.00

250 250 150

2,500.00 2,500.00 1,500.00

Sr. No.

Name of holder

Address

Number of Instrument

Aggregate Amount (` in lacs) ` 1,500.00

7.

8.

Board of Trustees For Bokaro Steel Employees Provident Fund ICICI Bank Limited

9.

Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela 10. Union Bank of India (Employees') Pension Fund 11. HDFC Ergo General Insurance Company Limited

400051 P. F. Account, Old Adm. Building,, SAIL, Bokaro Steel Plant, Bokaro Steel City, Bokaro-827001 Treasury Middle Office Group, 2nd Floor, North Tower, East Wing, ICICI Bank Tower, Bandra Kurla Complex, Bandra (East) , Mumbai-400051 SAIL Rourkela, Rourkela-769001

150

120

1,200.00

100

1,000.00

12. The Nainital Bank Limited

Union Bank Bhavan, 8th Floor, 239 Vidhan Bhavan Marg, Nariman Point, Mumbai-400021 HDFC Bank Limited, Custody Services, Lodha - I Think Techno Campus, Off Floor 8, Next To Kanjurmarg Station, Kanjurmarg (East), Mumbai-400042 Regional Office, 33, Panchkuin Road, New Delhi-110001

100

1,000.00

100

1,000.00

100

1,000.00

32. List of top ten holders of Subordinate Debts, K-series non convertible debentures (` 25 Crore) of face value ` 10 Lacs per debenture, as on May 27, 2011: Sr. No. 1. Name of holder Address Number of Instrument 200 Aggregate Amount (` in lacs) ` 2,000.00

2.

3.

Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust Board of Trustees For Bokaro Steel Employees Provident Fund Akshay Kumar Bhatia

O/F Ed Finance Shed No 7, CSEB Dangania, Raipur, Chhattisgarh-490001 Administrative Building, Bokaro Steel Plant,, Bokaro Steel City-827004 G-2, Prime Beach, Gandhi Gram Road, Juhu, Mumbai-400049

30

300.00

20

200.00

33. List of top ten holders of Subordinate Debts, S-series non convertible debentures (` 150 Crore) of face value ` 10 Lacs per debenture, as on May 27, 2011. Sr. No. 1. Name of holder Address Number of Instrument 311 Aggregate Amount (` in lacs) ` 3,110.00

BNP Paribas Bond Fund

2.

Bank of India

3.

Reliance Capital Trustee Company Limited-A/C Reliance Dual Advantage Fixed Tenure Fund Plan B

Deutsche Bank A.G., DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Treasury Branch, Head Office, Star House, 7th Floor, C-5,'G'Block, Bandra Kurla Complex, Bandra(East), Mumbai400051 Deutsche Bank A. G., D. B. House, Hazarimal Somani Marg, P.O.Box No. 1142, Fort, Mumbai -400001 - 90 -

300

3,000.00

250

2,500.00

Sr. No. 4.

Name of holder

Address

Number of Instrument 150

UTI Scheme

Monthly

Income

5.

Oriental Bank of Commerce

6.

UTI-Unit Linked Insurance Plan Reliance Capital Trustee Company Limited A/C Reliance Monthly Income Plan UCO Bank

7.

UTI Mutual Fund, UTI Asset Management Company Private Limited, UTI Tower, 'GN' Blook, Bandra Kurla, Complex, Bandra (E), Mumbai-400051 Treasury Depatrment, A 30 33,A Block Ist Floor, Connaught Place, New Delhi110001 UTI AMC Private Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051 Deutsche Bank A. G., D. B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Treasury Branch, UCO Bank Building, Mezzanine Floor, 359 Dr D N Road Fort Mumbai-400001 Deutsche Bank A. G., D. B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001 Deutsche Bank A.G., D. B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001

Aggregate Amount (` in lacs) ` 1,500.00

100

1,000.00

100

1,000.00

100

1,000.00

8.

100

1,000.00

9.

BNP Paribas Flexi Fund

Debt

49

490.00

10. BNP Paribas Money Plus Fund

25

250.00

34. List of top ten holders of Subordinate Debts, J-series non convertible debentures (` 329.20 Crore) of face value ` 10 Lacs per debenture, as on May 27, 2011: Sr. No. 1. Name of holder Address Number of Instrument 2,250 Aggregate Amount (` in lacs) ` 22,500.00

2.

Nederlandse FinancieringsMaatschappij Voor Ontwikkelingslanden N.V. (FMO) Kotak Mahindra Bank Limited Indian Overseas Bank Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust Hooghly District Central Cooperative Bank Limited Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela A P S R T C Employees Provident Fund Trust NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central

3. 4.

Standard Chartered Bank, Crescenzo, Securities Services, 3rd Floor, C-38/39 G-Block, Bandra Kurla Complex, Bandra (East), Mumbai India-400051 KMBL Treasury Account 2nd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400021 Treasury (Domestic), Central Office, 763 Anna Salai, Chennai-600002 Shed No 1, Dangania, Raipur-492013

250

2,500.00

230 180

2,300.00 1,800.00

5. 6.

Netaji Subhas Road, P.O. - Chinsurah, District- Hooghly 12101 SAIL, Rourkela, Rourkela-769001

100 60

1,000.00 600.00

7.

8.

C/O Apstrc Employees Provident Fund, Bus Bhavan (Administrative Building), Mushirabad, Hyderabad-500020 C/O UTI Retirement Solutions Limited, UTI Tower, GN Block, Bandra Kurla Complex, Bandra (East), Mumbai- 91 -

50

500.00

45

450.00

Sr. No.

Name of holder

Address

Number of Instrument

Aggregate Amount (` in lacs) ` 200.00 200.00

Government Indian Mercantile Co Operative Bank Limited 10. Deutsche Bank International Asia - Debt Fund 9.

400051 26 Cantonment Road, Lucknow-226001 Deutsche Bank A. G., D. B. House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai-400001.

20 20

Debt - equity ratio: The debt-equity ratio prior to this Issue is based on a total outstanding consolidated debt of ` 20,18,171.30 lacs and consolidated shareholder funds amounting to ` 4,85,641.56 lacs as on March 31, 2011. The debt equity ratio post the Issue, (assuming subscription of NCDs aggregating to ` 1,00,000 lacs) would be 4.36 times, is based on a total outstanding debt of ` 21,18,171.30 lacs and shareholders fund of ` 4,85,641.56 lacs as on March 31, 2011. (` in lacs) Post the Issue* 16,16,937.59 5,01,233.71 21,18,171.30 22,618.47 354.55 4,66,363.03

Particulars# Secured loans as on March 31, 2011 Unsecured loans as on March 31, 2011 Total Debt Share capital as on March 31, 2011 Stock Option outstanding as on March 31, 2011 Reserves as on March 31, 2011 Less: Misc. expenditure (to the extent not written off or adjusted) as on March 31, 2011 Total Shareholders Fund Debt Equity Ratio (Number of times) # On a consolidated basis.

Prior to the Issue 15,16,937.59 5,01,233.71 20,18,171.30 22,618.47 354.55 4,66,363.03

3,694.49 4,85,641.56 4.16

3,694.49 4,85,641.56 4.36

* The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of ` 1,00,000 lacs from the Issue, as on March 31, 2011 and does not include contingent and off-balance sheet liabilities. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment. For details on the total outstanding debt of our Company, please refer to the section titled Disclosures on Existing Financial Indebtedness beginning on page 150 of this Draft Prospectus.

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OBJECTS OF THE ISSUE The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our various financing activities including lending and investments, subject to applicable statutory and/or regulatory requirements, to repay our existing loans and our business operations including for our capital expenditure and working capital requirements. The Main Objects clause of the Memorandum of Association of our Company permits our Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which our Company has been carrying on till date. Further, in accordance with the Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisitions of shares of any person who is a part of the same group as our Company or who is under the same management as our Company. The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property. Interim Use of Proceeds The management of our Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time. Monitoring of Utilization of Funds There is no requirement for appointment of a monitoring agency in terms of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Our Board shall monitor the utilization of the proceeds of the Issue. For the relevant Financial Years commencing from FY 2011, our Company will disclose in our financial statements, the utilization of the net proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue.

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STATEMENT OF TAX BENEFITS Under the current tax laws, the following tax benefits interalia, will be available to the Debenture Holders as mentioned below. The tax benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The Debenture Holder is advised to consider in his own case the tax implications in respect of subscription to the Debentures after consulting his tax advisor as alternate views are possible. We are not liable to the Debenture Holder in any manner for placing reliance upon the contents of this statement of tax benefits. To our Debenture Holder A. INCOME-TAX I To the Resident Debenture Holder

1. Interest on NCD received by Debenture Holders would be subject to tax at the normal rates of tax in accordance with and subject to the provisions of the I.T. Act. No income tax is deductible at source as per the provisions of section 193 of the Income Tax Act (IT Act) on interest on debentures in respect of the following: (a) In case the payment of interest on debentures to resident individual Debenture Holder in the aggregate during the financial year does not exceed ` 2,500 provided the debentures are listed on a recognized stock exchange in India and the interest is paid by an account payee cheque. (b) When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of the Debenture holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the I.T. Act; and that certificate is filed with our Company BEFORE THE PRESCRIBED DATE OF CLOSURE OF BOOKS FOR PAYMENT OF DEBENTURE INTEREST. (c) When the resident Debenture Holder with PAN (not being a company or a firm or a senior citizen) submits a declaration in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the previous year in which such income is to be included in computing his total income will be nil as per the provisions of section 197A (1A) of the I.T.Act. HOWEVER under section 197A (1B) of the I.T. Act, Form 15G cannot be submitted nor considered for exemption from deduction from tax at source if the aggregate of income of the nature referred to in the said section, viz. dividend, interest, etc as prescribed therein, credited or paid or likely to be credited or paid during the Previous year in which such income is to be included exceeds the maximum amount which is not chargeable to tax, as may be prescribed in each years Finance Act. To illustrate, as on 01.04.2011,the maximum amount of income not chargeable to tax in case of individuals (other than women assesses, senior citizens and super senior citizens) and HUFs is ` 1,80,000; in the case of every individual being a woman resident in India and below the age of 60 years at any time during the previous year is ` 1,90,000; in the case of every individual being a resident in India, who is of the age of 60 years or more but less than 80 years at any time during the previous year (Senior Citizen) is ` 2,50,000; and in the case of every individual being a resident in India, who is of the age of 80 years or more at any time during the previous year (Super Senior Citizen) is ` 5,00,000 for Previous Year 2011-12. Senior citizens, who are 65 or more years of age at any time during the financial year, enjoy the special privilege to submit a self-declaration in the prescribed Form 15H for non deduction of tax at source in accordance with the provisions of section 197A (1C) of the I.T. Act even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum amount not chargeable to tax i.e. ` 2,50,000 for FY 2011-12 provided that the tax due on total income of the person is NIL. In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act; Form No.15G WITH PAN / 15H WITH PAN / Certificate issued u/s 197(1) has to be filed with our Company before the prescribed date of closure of books for payment of debenture interest. (d) On any security issued by a company in a dematerialized form and is listed on recognized stock exchange in India. (w.e.f. 01.06.2008).

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2. Under section 2(29A) of the I.T. Act, read with section 2(42A) of the I.T. Act, a listed debenture is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer. Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 10% of capital gains calculated without indexation of the cost of acquisition. The capital gains will be computed by deducting cost of acquisition of the debenture and expenditure incurred in connection with such transfer from the full value of sale consideration. In case of an individual or HUF, being a resident, where the total income as reduced by such long-term capital gains is below the maximum amount which is not chargeable to income-tax, then, such long-term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term capital gains shall be computed at the rate mentioned above. 3. Short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more than 12 months would be taxed at the normal rates of tax in accordance with and subject to the provisions of the I.T. Act. The provisions relating to maximum amount not chargeable to tax, surcharge and education cess described at para 2 above would also apply to such short term capital gains. 4. In case the debentures are held as stock in trade, the income on transfer of debentures would be taxed as business income or loss in accordance with and subject to the provisions of the I.T. Act. 5. HOWEVER IN CASE WHERE TAX HAS TO BE DEDUCTED @ SOURCE WHILE PAYING DEBENTURE INTEREST, THE COMPANY IS NOT REQUIRED TO DEDUCT SURCHARGE, EDUCATION CESS : AND SECONDARY AND HIGHER EDUCATION CESS. II To the Non Resident Indians 1. A non resident Indian has an option to be governed by Chapter XII-A of the I.T. Act, subject to the provisions contained therein which are given in brief as under: a) Under section 115E of the I.T. Act, interest income from debentures acquired or purchased with or subscribed to in convertible foreign exchange will be taxable at 20%, whereas, long term capital gains on transfer of such Debentures will be taxable at 10% of such capital gains without indexation of cost of acquisition. Short-term capital gains will be taxable at the normal rates of tax in accordance with and subject to the provisions contained therein. b) Under section 115F of the I.T. Act, subject to the conditions and to the extent specified therein, long term capital gains arising to a non-resident Indian from transfer of debentures acquired or purchased with or subscribed to in convertible foreign exchange will be exempt from capital gain tax if the net consideration is invested within six months after the date of transfer of the debentures in any specified asset or in any saving certificates referred to in clause (4B) of section 10 of the I.T. Act in accordance with and subject to the provisions contained therein.

c) Under section 115G of the I.T. Act, it shall not be necessary for a non-resident Indian to file a return of income under section 139(1) of the I.T. Act, if his total income consists only of investment income as defined under section 115C and/or long term capital gains earned on transfer of such investment acquired out of convertible foreign exchange, and the tax has been deducted at source from such income under the provisions of Chapter XVII-B of the I.T. Act in accordance with and subject to the provisions contained therein. d) Under section 115H of the I.T. Act, where a non-resident Indian becomes a resident in India in any subsequent year, he may furnish to the Assessing Officer a declaration in writing along with return of income under section 139 for the assessment year for which he is assessable, to the effect that the provisions of Chapter XII-A shall continue to apply to him in relation to the investment income (other than on shares in an Indian Company) derived from any foreign exchange assets in accordance with and subject to the provisions contained therein. On doing so, the provisions of Chapter XII-A shall continue to apply to him in relation to such income for that assessment year and for every subsequent assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets.

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2. In accordance with and subject to the provisions of section 115I of the I.T. Act, Non-Resident Indian may opt not to be governed by the provisions of Chapter XII-A of the I.T. Act. In that case, please refer to para A (2, 3 and 4) for the tax implications arising on transfer of debentures. 3. Under Section 195 of the I.T. Act, the company is required to deduct tax at source at the rate of 20% on investment income and at the rate of 10% on any long-term capital gains as prescribed in section 115E; at the normal rates for Short Term Capital Gains if the payee Debenture Holder is a Non Resident Indian. 2% education cess and 1% secondary and higher education cess on the total income tax is also deductible. 4. As per section 90(2) of the I.T. Act read with the circular no. 728 dated October 30, 1995 issued by the CBDT, in the case of a remittance to a country with which a Double Tax Avoidance Agreement (DTAA) is in force, the tax should be deducted at the rate provided in the Finance Act of the relevant year or at the rate provided in the DTAA, whichever is more beneficial to the assessee. 5. Alternatively, to ensure non deduction or lower deduction of tax at source, as the case may be, the Debenture Holder should furnish a certificate under section 197(1) of the I.T. Act, from the Assessing Officer before the prescribed date of closure of books for payment of debenture interest. III To the FOREIGN INSTITUTIONAL INVESTORS (FIIs): In accordance with and subject to the provisions of section 115AD of the I.T. Act on transfer of debentures by FIIs, long term capital gains are taxable at 10% (plus applicable surcharge and education and secondary and higher education cess) and short-term capital gains are taxable at 30% (plus applicable surcharge and education and secondary and higher education cess). The cost indexation benefit will not be available. Further, benefit of provisions of the first proviso of section 48 of the I.T. Act will not apply. Income other than capital gains arising out of debentures is taxable at 20% in accordance with and subject to the provisions contained therein. In addition to the aforesaid tax, in case of foreign corporate FIIs where the income exceeds ` 1,00,00,000 a surcharge of 2% of such tax liability is also payable. A 2% education cess and 1% secondary and higher education cess on the total income tax (including surcharge) is payable by all categories of FIIs. In accordance with and subject to the provisions of section 196D(2) of the I.T. Act, no deduction of tax at source is applicable in respect of capital gains arising on the transfer of debentures by FIIs. The provisions at para II (4 and 5) above would also apply to FIIs.

IV. To the Other Eligible Institutions: All mutual funds registered under Securities and Exchange Board of India or set up by public sector banks or public financial institutions or authorised by the Reserve Bank of India are exempt from tax on all their income, including income from investment in Debentures under the provisions of Section 10(23D) of the I.T. Act subject to and in accordance with the provisions contained therein. B. WEALTH TAX Wealth-tax is not levied on investment in debentures under section 2(ea) of the Wealth-tax Act, 1957. C. GIFT TAX Gift-tax is not levied on gift of debentures in the hands of the donor as well as the donee because the provisions of the Gifttax Act, 1958 have ceased to apply in respect of gifts made on or after October 1, 1998. HOWEVER, IF ANY INDIVIDUAL OR HUF, RECEIVES THESE DEBENTURES OF THE AGGREGATE VALUE OVER ` 50,000 FROM ANY PERSON OR PERSONS WITHOUT CONSIDERATION OR RECEIVES THESE DEBENTURES - 96 -

FOR A CONSIDERATION WHICH IS LESS THAN AGGREGATE FAIR MARKET VALUE OF THE DEBENTURES BY AN AMOUNT EXCEEDING FIFTY THOUSAND RUPEES, THERE WILL BE LIABILITY TO INCOME TAX TO THE EXTENT PROVIDED IN SEC.56(2)(VII) OF THE INCOME TAX ACT 1961 TO SUCH RECEIVER. HOWEVER, THE DEBENTURES RECEIVED AS GIFTS FROM ANY RELATIVE AS DEFINED IN SEC.56(2)(VII) OF THE INCOME TAX ACT WILL NOT ATTRACT INCOME TAX LIABILITY IN THE HANDS OF THE RECEIVER.

D. REQUIREMENT TO FURNISH PERMANENT ACCOUNT NUMBER UNDER I.T. ACT 1. Sec.139A(5A): Subsection (5A) of Sec.139A lays down that every person from whose income tax has been deducted at source under chapter XVII B of the Income Tax Act shall furnish his Permanent Account Number to the person responsible for deduction of tax at source. 2. Sec.206AA: (1) Notwithstanding anything contained in any other provisions of I.T. Act, any person entitled to receive any sum or income or amount, on which tax is deductible under Chapter XVIIB (hereinafter referred to as deductee) shall furnish his Permanent Account Number to the person responsible for deducting such tax (hereinafter referred to as deductor), failing which tax shall be deducted at the higher of the following rates, namely: (i) at the rate specified in the relevant provision of this Act; or (ii) at the rate or rates in force; or (iii) at the rate of twenty per cent. (2) No declaration under sub-section (1) or sub-section (1A) or sub-section (1C) of section 197A shall be valid unless the person furnishes his Permanent Account Number in such declaration. (3) In case any declaration becomes invalid under sub-section (2), the deductor shall deduct the tax at source in accordance with the provisions of sub-section (1). (4) Where the Permanent Account Number provided to the deductor is invalid or does not belong to the deductee, it shall be deemed that the deductee has not furnished his Permanent Account Number to the deductor and the provisions of subsection (1) shall apply accordingly.

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SECTION IV : ABOUT THE ISSUER COMPANY AND THE INDUSTRY INDUSTRY The information in this section is derived from various government publications and other industry sources. Neither we, nor any other person connected with the issue has verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. In connection with the report by CRISIL Research titled "Retail Finance - Auto Annual Review" (January, 2010) and Commercial Vehicles update March 2011, CRISIL Limited has used due care and caution in preparing the aforementioned report. Information has been obtained by CRISIL from sources it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. No part of the aforementioned report may be published / reproduced in any form without CRISILs prior written approval. CRISIL is not liable for any investment decisions which may be based on the views expressed in the aforementioned report. CRISIL Research operates independently of, and does not have access to information obtained by CRISILs Rating Division, which may, in its regular operations, obtain information of a confidential nature that is not available to CRISIL Research. Indian Economy India is the worlds largest democracy by the population size with an estimated population of approximately 11,900 Lacs (July 2011 estimate).It is also one of the fastest growing economies in the world with the real growth rate of GDP being 8,3% (2010 estimate). It has grown at an average rate of 7.5% per annum during the last three years. According to CIA World Factbook, India had an estimated GDP of approximately US$ 4.046 trillion(2010 estimate), which makes it the fourth largest economy in the world after the United States of America, China and Japan, in purchasing power parity terms. The following table presents a comparison of Indias real GDP growth rate with the real GDP growth rate of certain other countries:
2010 (est.) Countries* 2007 2008 2009 3.30% Australia 4.00% 2.40% 0.80% 7.50% Brazil 6.10% 5.10% 0.10% 10.3% China 13.00% 9.00% 8.40% 3.60% Germany 2.50% 1.30% (5.00)% 8.30% 6.10% India 9.00% 7.40% 3.00% Japan 2.30% (0.70)% (5.70)% 6.10% South Korea 5.10% 2.20% (0.80)% 7.20% Malaysia 6.20% 4.60% (2.80)% 3.80% Russia 8.10% 5.60% (8.50)% 7.60% Thailand 4.90% 2.60% (3.50)% 1.60% United Kingdom 2.60% 0.70% (4.30)% 2.70% United States 2.10% 0.40% (2.40)% * Represents calendar year growth rates (Source: CIA World Factbook, website: www.cia.gov/library/publications/the-world-factbook/index.htm, accessed on May 20, 2011)

Structure of Indias Financial Services Industry The RBI is the central regulatory and supervisory authority for the Indian financial system. SEBI and the IRDA regulate the capital markets and insurance sector, respectively. A variety of financial intermediaries in the public and private sectors participate in Indias financial sector, including the following: Commercial banks; NBFCs ; - 98 -

Specialized financial institutions like the National Bank for Agriculture and Rural Development (NABARD), Export-Import Bank of India (EXIM Bank), the Small Industries Development Bank of India (SIDBI) and the Tourism Finance Corporation of India (TFCI); Securities brokers; Investment banks; Insurance companies; Mutual funds; and Venture capital funds.

Non-Banking Finance Companies (NBFCs) Non-Banking Finance Companies (NBFCs) are an integral part of the countrys financial system, catering to a large market of niche customers, and have emerged as one of the major purveyors of retail and SME credit in India. It is a heterogeneous group of institutions (other than commercial and co-operative banks) performing financial intermediation in a variety of ways, such as accepting deposits, making loans and advances, providing leasing/hire purchase services, among others. There are over 12,000 NBFCs in India, (Source: Reserve Bank of India, Annual Report, August 2009) mostly in the private sector. The RBI defines an NBFC as a company registered under the Companies Act, 1956 and engaged in the business of loans and advances, acquisition of shares, stock, bonds, debentures, and securities issued by the GoI or local government authorities, or other securities of like marketable nature, leasing, hire-purchase, insurance business, chit business. However, this excludes institutions whose principal business is in the agricultural or industrial sector, or in the sale, purchase and construction of immovable property. A non-banking entity that has as its principal line of business the receipt of deposits, under any scheme or arrangement, or the extension of loans, in any manner, is also considered an NBFC. Gradually, NBFCs have become recognized as complementary to the banking sector due to their customer-oriented services, simplified procedures, attractive rates of return on deposits, flexibility and timeliness in meeting the credit needs of specified sectors, among other reasons. NBFCs have traditionally extended credit across the country through their widespread geographical presence, with NBFCs supplying credit in segments such as equipment leasing, hire purchase, and consumer finance. These are areas which warrant infusion of financing due to the existing demand-supply gap. NBFCs have provided a more flexible source of financing and have been able to disburse funds to a gamut of clientele, from local individual customers to a variety of corporate clientele. NBFCs can be divided into deposit taking NBFCs, i.e., those which accept deposits from the public and non-deposit taking NBFCs being those which do not accept deposits from the public. The activities carried out by NBFCs in India can be grouped as follows: NBFC

Fund Based Activities Equipment Leasing Hire Purchase Bill Discounting Loans / Investments Venture Capital Factoring Equity Participation Short Term Loans Inter Corporate Loans

Fee based Activities Investment Banking Portfolio Management Wealth Management Corporate Consulting Project Consulting Loan / Lease Syndication Advisory Services

Even though NBFCs perform functions similar to those of banks, there are a few differences: - 99 -

(i) (ii) (iii)

NBFCs cannot accept demand deposits; NBFCs are not a part of the payment and settlement system and as such cannot allow their customers to operate accounts through the issuance of cheques; and Deposit insurance facility of Deposit Insurance and Credit Guarantee Corporation is not available for NBFC depositors.

Initially, the NBFCs registered with the RBI could only operate as equipment leasing companies, hire purchase companies, loan companies and investment companies. However, effective December 6, 2006, NBFCs registered with the RBI have been reclassified as (i) asset finance companies (AFCs); (ii) investment companies (IC); and (iii) loan companies (LC). Further, RBI through a notification dated February 12, 2010, introduced a fourth category of NBFCs namely, Infrastructure Finance Company (IFC), which are engaged predominantly engaged in the business of infrastructure financing. Efforts have been made to integrate NBFCs into the mainstream financial sector by strengthening the prudential guidelines relating to income recognition, asset classification and provisioning. A number of measures to enhance the regulatory and supervisory standards of NBFCs in order to put them on par with commercial banks were undertaken by the RBI over a period of time including the alignment of interest rates, allowing diversification of businesses e.g. issuance of cobranded cards and distribution of mutual fund and insurance products, regulation of systemically important NBFCs and introduction of a fair practices code and corporate governance. Automotive Industry and Commercial Vehicles Overview In terms of global scale, the Indian automotive industry is the second largest two-wheeler market in the world, the fourth largest heavy commercial market in the world, and the eleventh largest passenger vehicle market in the world. As one of the largest industrial sectors in India, it contributes nearly 17.0% to total indirect taxes. Although the automotive industry provides direct and indirect employment to over 130 Lac people, the penetration levels for vehicles in India are among the lowest in the world. [Source: SIAM] The commercial vehicle industry is segmented into light commercial vehicles (for vehicles with gross vehicle weight of less than 7.5 tons) and medium and heavy commercial vehicles (for vehicles weighing more than 7.5 tons). The performance of the medium and heavy commercial vehicle industry bears a high correlation with industrial growth, and is driven by economic development, improved road infrastructure (such as the Golden Quadrilateral) for long haulage transportation, and a favorable regulatory environment (in this regard, demand created in the years 2006-2007 was attributable to the strict enforcement of overloading restrictions and age norms). In turn, the performance of the light commercial vehicle industry tends to be less cyclical in nature, and is driven by GDP growth and demand for last mile distribution. The market share of light commercial vehicles increased rapidly - the introduction of a sub-one ton carrier by certain players created a new segment typically occupied by three-wheelers and similar forms of intra-city transport, resulting in significant growth in the commercial vehicle market as a whole. Total domestic sales in the commercial vehicle industry reached 6,76,048 units in 2010-11. From 2004-05 to 2010-11, domestic sales had grown at a healthy CAGR of 13.4%, dipping to (21.7)% in 2008-09 from 27.0% in 2010-11. The reduction in domestic sales was attributed to the slowdown in economic development, credit availability and costs, an increase in fuel prices, in addition to the base effect due to the one-time demand created in 2006-07 by the strict enforcement of overloading restrictions. [Source: SIAM]

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Domestic Commercial Vehicle Sales Volumes

27.0% 676,408 CAGR 13.4% 38.7% 33.3% 467,765 10.2% Units 318,430 351,041 4.9% 490,494 -21.7% 384,194 532,721

2004-05

2005-06

2006-07

2007-08 Year

2008-09

2009-10

2010-11

Numbers in italics represent change over previous year Source: Society of Indian Automobile Manufacturers ("SIAM") After a stable second quarter in fiscal 2009, the automotive sector in India suffered severe contraction in demand in the third quarter of fiscal 2009, arising from major financial and other market upheavals. This, along with contraction in freight movement in many segments of the industry, led to a massive drop in the medium and heavy commercial vehicle segment demand. High interest rates and peak commodity prices also affected the industry and the supply chain. In the third quarter of fiscal 2009, industry commercial vehicle sales were down 44.0% and passenger vehicle sales dropped by as much as 16.5% against the comparable quarter of the previous year. The economy grew 5.3% in the December 2008 quarter from a year earlier, below forecasts of 6.2% and the previous quarter's 7.6% as the global economic crisis cut demand and exports. As a result, 2008-2009 volumes declined 21.7%. With the Indian economy gaining momentum and rising GDP growth, the sales of the commercial vehicles increased by 38.7% in 2009-10 and by 27.0% in 2010-11. Commercial Vehicle Domestic Sales 2004 to 2011 Category Commercial vehicles 2004-05 318,430 2005-06 351,041 2006-07 467,765 2007-08 490,494 2008-09 384,194 2009-10 532,721 2010-11 676,408

Source: Society of Indian Automobile Manufacturers Through a series of coordinated and successive measures, the GoI announced an economic stimulus package which included, inter alia, reductions in interest rates, stepping up of plan expenditure by up to US$50,000 Lacs by March 2009, easing the flow of credit, among other measures. There have also been announcements directly favoring the automobile industry, including: an across-the-board cut of 4.0% in excise duties, allowing manufacturers to offer price cuts to consumers thereby stimulating demand. A further 2% cut in excise duties was announced on February 24, 2009; accelerated depreciation of 50.0% for commercial vehicles to be purchased on or after January 1, 2009 to March 31, 2009. This was subsequently extended to September, 2009; and - 101 -

assistance to states under the GoI scheme (under the Jawaharlal Nehru National Urban Renewal Mission (JNNURM) of the Ministry of Urban Development) for the purchase of buses for their urban transport systems as a one-time measure to June 30, 2009.

The impact of both the monetary and fiscal measures of the GoI has positively impacted volumes and there have been encouraging signs of revival in demand since January, 2009. The overall commercial vehicle segment registered positive growth at 5.4% during April-October 2009 as compared to the same period the previous year. (Source: Society of Indian Automobile Manufacturers) Over the long term, the commercial vehicle industry and consequently, commercial vehicle financing, is expected to continue to show growth in light of the following factors: Modernization of trucking industry. A replacement boom is likely to be triggered by stricter enforcement of regulations banning trucks beyond 15 years and overloading, as well as the introduction by transport associations of a voluntary retirement scheme for old trucks with better financing options. An anticipated replacement demand for 11 Lac new as well as pre-owned trucks will require financing of ` 1,07,80,000 Lacs. (Source: Society of Indian Automobile Manufacturers) Structural shift to hub-and-spoke model and improving road infrastructure. All commercial vehicle segments are expected to experience a boost from the fast-evolving hub- and spoke-structure of the freight industry. Long-distance haulage between hubs is typically serviced by heavy commercial vehicle on highways which continue to benefit from the Golden Quadrilateral and road development projects, with freight distribution from the hub to the local warehouse at the end of the spoke requiring medium commercial vehicles and distribution over the last mile requiring small commercial vehicles.

Growing freight capacity. GDP growth rate continues to drive incremental freight capacity, which is estimated to increase at 1.25 times of GDP growth. Growth of construction industry. The share of the construction industry in GDP has increased from 6.1% in 2002-03 to 6.9% in 2006-07. This increase has been largely propelled by government spending. Because a substantial portion of construction investment is spent on equipment, this construction boom heralds a similar expansion in the need for construction vehicles. The Indian construction industry is dominated by small contractors that perform over 90.0% of projects. These local players often lack adequate access to institutional finance, creating enormous opportunities in the area of construction equipment financing. (Source: Government of India Planning Commission Eleventh Five Year Plan) Government investments in the roads and highways sector Government investments in the roads and highways sector may also be expected to support growth in the commercial vehicle industry. According to the NHAI, India has the second largest road network in the world, aggregating approximately 33 Lac kilometers. Approximately 65.0% of freight and 80.0% of passenger traffic is carried by the road network. The national highways, which carry approximately 40.0% of total road traffic, constitute only about 2.0% of the total road network. Moreover, the number of vehicles has been increasing at an average pace of 10.2% per annum over the last five years. (Source: NHAI, http://www.nhai.org/roadnetwork.htm)

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The table below sets forth information pertaining to India's road network. Indian Road Network Approximate Length (in km) Percentage of Total Expressways 200 0.0% National highways 70,548 2.1% State highways 1,31,899 4.0% Major district roads 4,67,763 14.1% Village and other roads 26,50,000 79.8% Total 33,20,410 100.0% [Source: http://www.nhai.org/roadnetwork.htm, National Highways Authority of India (NHAI); as accessed on May 21, 2011; percentage computations added.] Moreover, the GoI had in the past announced plans for the proposed launch by NHAI of six significant projects in the roads and highways sector, estimated at project costs in excess of U.S. $10,000 Lacs each. (Source: http://www.nhai.org, NHAI) Commercial Vehicles Financing Overview From 1995 to 1997, the commercial vehicle finance market was highly fragmented, with NBFCs dominating the commercial vehicle finance market. Steady consolidation took place, with larger players like Sundaram Finance, Ashok Leyland Finance, Citicorp Finance, GE Capital and others increasing their market position and share. In 2000 to 2001, the new commercial vehicle finance market was estimated at around ` 5,20,000 Lacs. The market became less fragmented, as weaker NBFCs exited the market due to increasing pressure on margins. Private banks, capitalizing on market opportunities, made an aggressive entry into the market. (Source: Report of CRISIL Research Retail Finance Auto Annual Review, January, 2010) From 2003 to 2006, organized players began focusing on the used vehicle and refinance markets, which had traditionally been serviced by the unorganized sector. NBFCs, such as Tata Finance, Sundaram Finance, Citicorp Finance, and Cholamandalam Investment and Finance Company, accounted for about 34% of the market. In turn, banks like ICICI Bank, HDFC Bank and Kotak Mahindra Bank emerged as strong players in the private bank segment, capturing about 57.0% of the market. State Bank of India, which expanded its operations in this market in 2003-2004, and other public-sector and cooperative banks, accounted for the remaining 9%. To increase their market share, players required a sound origination and distribution network, due to the market distribution across national and state highways. In 2005 to 2006, the total organized commercial vehicle finance market was estimated at ` 30,30,000 Lacs with new commercial vehicle market contributing `19,60,000 Lacs and the used commercial vehicle market contributing ` 10,70,000 Lacs. (Source: Report of CRISIL Research Retail Finance Auto Annual Review, January, 2010) In the year 2007, two major deals between international truck makers and Indian companies were signed including agreement to manufacture and sell light commercial vehicles between Nissan Motor Co. Limited and Ashok Leyland and Eicher Motors joint venture with AB Volvo. During 2008-09, commercial vehicle was the worst hit segment in automobile sector on account of reduction in freight availability and unfavourable credit environment. Rising defaults led to deterioration in asset quality, with players curtailing their exposure to SFOs and FTUs. Government took several initiatives to increase demand including reduction in excise duty and service tax by 2 percent and special credit line for NBFCs. In 2009-10, our Company acquired ` 1,20,000 Lacs worth of commercial vehicle and construction equipment assets from GE Capitals transport finance business. (Source: Report of CRISIL Research Retail Finance Auto Annual Review, January, 2010) Slowdown in industrial activity, unfavourable credit scenario and strained profitability for transporters had adversely affected the commercial vehicle market. Lower growth in industrial production led to a reduction in freight availability and capacity utilization levels which deteriorated transporters repayment capability and eventually, asset quality. However, in 2009-10 interest rates for commercial vehicle finance fell by around 150 bps resulting into improved liquidity in the financial system leading to a fall in cost of funds for the financiers and ultimately benefiting the customers in the form of lower interest rates. (Source: Report of CRISIL Research Retail Finance Auto Annual Review, January, 2010) Although yield to financiers increased in 2008-09, gross spreads came down, as the cost of funds increased for a larger extent. However, in 2009-10, yield to financier is estimated to have declined by 150-200 bps, which is more than the - 103 -

reduction in cost of funds, due to decline in risk aversion and increase in competition among financiers. (Source: Report of CRISIL Research Retail Finance Auto Annual Review, January, 2010) The commercial vehicle financing industry is estimated to have recorded a strong growth of 41% in disbursements in 200910. Further, in 2009-10, due to the improvement in economic growth, freight availability increased, leading to a rise in transporters' earnings. As a result, their repayment capabilities are likely to improve. Risk aversion among financiers is also likely to reduce with the rise in economic activity (Source: Report of CRISIL Research Retail Finance - Auto: UpdateMarch 2011)

Apart from our Company, HDFC Bank, Kotak Mahindra Bank and Sundaram Finance are some of the key organized players in the new vehicle financing segment. Some of the large players in the commercial vehicle financing industry, e.g. Citi Financial, Centuria Bank of Punjab and GE Money, as also numerous small-sized players, have exited the market, which has eased competitive intensity for other players like our Company.

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OUR BUSINESS

Overview We are the largest Indian asset financing NBFC*, with a primary focus on financing pre-owned commercial vehicles. The D&B Research Report and the CRISIL Report had named our Company as the largest asset financing NBFC in terms of their research based on various financial and non financial parameters. We are among the leading financing institutions in the organized sector for the commercial vehicle industry in India for FTUs and SRTOs. We also provide financing for passenger commercial vehicles, multi-utility vehicles, three wheelers, tractors and construction equipment. In addition, we provide ancillary equipment and vehicle parts finance, such as loans for tyres and engine replacements, and provide working capital facility for FTUs and SRTOs. We also provide ancillary financial services targeted at commercial vehicle operators such as freight bill discounting and also market co-branded credit cards targeted at commercial vehicle operators in India, thereby providing comprehensive financing solutions to the road logistics industry in India. * Source: The D&B Research Report and the CRISIL Report, in terms of their research based on various financial and non financial parameters. We have recently forayed into the business of providing stock yard services, refurbishing pre-owned commercial vehicles and construction equipment and providing a trading platform for the auctioning and sale of such pre-owned commercial vehicles and construction equipment, showrooms for refurbished pre-owned commercial vehicles, as well as commercial vehicles repossessed by financing companies, through our wholly-owned subsidiary, Shriram Automall India Limited, which was incorporated on February 11, 2010. We have also forayed into the business of providing equipment finance in connection with both new and pre-owned construction and other equipment, through our wholly owned subsidiary, Shriram Equipment Finance Company Limited, which was incorporated on December 15, 2009 and received a certificate of registration dated October 8, 2010, to carry on the business of a NBFC (without accepting public deposits) from the RBI. Our current lines of business and organisational structure is as follows:

Our Company was established in 1979 and we have a long track record of over three decades in the commercial vehicle financing industry in India. The Company has been registered as a deposit-taking NBFC with the RBI since September 4, 2000 under Section 45IA of the Reserve Bank of India Act, 1934. We are a part of the Shriram group of companies which has a strong presence in financial services in India, including commercial vehicle financing, consumer finance, life and general insurance, stock broking, chit funds and distribution of financial products such as life and general insurance products and mutual fund products, as well as a growing presence in other businesses such as property development, engineering projects and information technology. Our widespread network of branches across India has been a key driver of our growth over the years. As of March 31, 2011 we had 488 branches across India, including at most of the major commercial vehicle hubs along various road transportation - 105 -

routes in India. We have also strategically expanded our marketing network and operations by entering into partnership and co-financing arrangements with private financiers in the unorganized sector involved in commercial vehicle financing. As of March 31, 2011 our total employee strength was 16,919. We have demonstrated consistent growth in our business and in our profitability. Our Assets Under Management include loan assets in the books of our Company and assets that have been securitized / assigned by us. Our Assets Under Management has grown by a compounded annual growth rate, or CAGR, of 31.52 % from ` 12,09,284.39 lacs (comprising Assets Under Management in the books of our Company of ` 8,41,591.77 lacs, loan assets securitized/assigned of ` 3,14,054.92 lacs and portfolio managed by our Company of ` 52,317.00 lacs) as of March 31, 2007 to ` 36,18,263.33 lacs (comprising Assets Under Management in the books of our Company of ` 19,86,561.09 lacs, and loan assets securitized/assigned of ` 16,31,702.24 lacs as of March 31, 2011. Our capital adequacy ratio as of March 31, 2011 computed on the basis of applicable RBI requirements was 24.85%, compared to the RBI stipulated minimum requirement of 12.00%. Our Tier I capital as of March 31, 2011 was ` 4,58,183.42 lacs. Our Gross NPAs as a percentage of Total Loan Assets were 2.66 % as of March 31, 2011. Our Net NPAs as a percentage of Net Loan Assets was 0.38% as of March 31, 2011. Our total income increased from ` 1,42,138.60 lacs in fiscal 2007 to ` 5,42,965.40 lacs in fiscal 2011 at a CAGR of 39.80%. Our net profit after tax increased from ` 19,039.71 lacs in fiscal 2007 to ` 1,22,988.00 lacs in fiscal 2011, at a CAGR of 59.42%. A summary of our assets under management, total income and Net profit after tax for the corresponding periods specified below are as follows.
` In Lacs

Particulars Assets Under Management Net Non performing assets

As at March 31, 2007 12,09,284.39 11,015.70 For the Financial Year Ended March 31, 2007 142,138.60 19,039.71

As at March 31, 2008 19,95,895.52 13,553.78 For the Financial Year Ended March 31, 2008 2,50,730.12 38,982.65

Total Income Net Profit after Tax Our Strengths

As at March 31, 2009 23,32,122.04 14,746.53 For the Financial Year Ended March 31, 2009 3,72,996.69 61,240.21

As at March 31, 2010 29,15,928.19 12,488.76 For the Financial Year ended March 31, 2010 4,49,588.96 87,311.74

As at March 31, 2011 36,18,263.33 7,445.92 For the Financial year ended March 31, 2011 5,42,965.40 1,22,988.00

We believe that the following are our key strengths: The largest asset financing NBFC in India The D&B Research Report and the CRISIL Report had named our Company as the largest asset financing NBFC in terms of their research based on various financial and non financial parameters. * Source: The D&B Research Report and the CRISIL Report, in terms of their research based on various financial and non financial parameters. We primarily cater to FTUs and SRTOs and we believe we are among the leading financing institutions in the organized sector in this particular segment. Our widespread network of 488 branches across India as of March 31, 2011 enables us to access a large customer base including in most major and minor commercial vehicle hubs along various road transportation routes in India. We believe that our widespread branch network enables us to service and support our existing customers from proximate locations which provide customers easy access to our services. We have also strategically expanded our marketing and customer origination network by entering into partnership and co-financing arrangements with private financiers involved in commercial vehicle financing. We believe our relationship with these partners is a critical factor in sourcing new customers and enhancing reach and penetration at low upfront capital cost. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products as well as derive benefit from customer referrals. - 106 -

Our Assets Under Management as of March 31, 2011, was ` 36,18,263.33 lacs (comprising Assets Under Management in the books of our Company of ` 19,86,561.09 lacs, loan assets securitized /assigned of ` 16,31,702.24 lacs). This is supported by a strong capital base, with share capital of ` 22,618.47 lacs and reserves and surplus of ` 4,67,466.28 lacs as of March 31, 2011. Our capital adequacy ratio as of March 31, 2011 computed on the basis of applicable RBI requirements was 24.85%, compared to the RBI stipulated minimum requirement of 12.00%. Our Tier I capital as of March 31, 2011 was ` 4,58,183.42 lacs.

Access to a range of cost effective funding sources We fund our capital requirements through a variety of sources. Our fund requirements are currently predominantly sourced through term loans from banks, issue of redeemable non-convertible debentures, and cash credit from banks including working capital loans. We access funds from a number of credit providers, including nationalized banks, private Indian banks and foreign banks, and our track record of prompt debt servicing has allowed us to establish and maintain strong relationships with these financial institutions. We also place commercial paper and access inter-corporate deposits, if required. As a deposit-taking NBFC, we are also able to mobilize retail fixed deposits at competitive rates. We have also raised subordinated loans eligible for Tier II capital. We undertake securitization/assignment transactions to increase our capital adequacy ratio, increase the efficiency of our loan portfolio and as a cost effective source of funds. In relation to our long-term debt instruments, we currently have ratings of CARE AA+ from Credit Analysis and Research Limited (CARE), AA/Stable from Crisil and AA (Ind) from FITCH. In relation to our short-term debt instruments, we have also received ratings of F1+(ind) from FITCH and P1+ from CRISIL. The NCDs proposed to be issued under this Issue have been rated AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. We believe that we have been able to achieve a relatively stable cost of funds despite the difficult conditions in the global and Indian economy and the resultant reduced liquidity and an increase in interest rates, primarily due to our improved credit ratings, effective treasury management and innovative fund raising programs. We believe we are able to borrow from a range of sources at competitive rates. The RBI currently mandates domestic commercial banks operating in India to maintain an aggregate of 40.00% (32.00% for foreign banks) of their advances or credit equivalent amount of off-balance sheet exposure, whichever is higher as priority sector advances. These include advances to agriculture, small enterprises (including SRTOs, which constitute the largest proportion of our loan portfolio), exports and similar sectors where the Government seeks to encourage flow of credit for developmental reasons. Banks in India that have traditionally been constrained or unable to meet these requirements organically, have relied on specialized institutions like us that are better positioned to or exclusively focus on originating such assets through on-lending or purchase of assets or securitized/assigned pools to comply with these targets. Our securitized/assigned asset pools are particularly attractive to these banks as such transactions provide them with an avenue to increase their asset base through low cost investments and limited risk. Majority of our loan portfolio being classified as priority sector lending also enables us to negotiate competitive interest rates with banks, NBFCs and other lenders. In fiscal 2009, 2010 and 2011, the total book value of loan assets securitized/assigned was ` 3,12,498.40 lacs, ` 8,75,681.04 lacs and ` 10,20,361.35 lacs, respectively. Unique business model and a track record of strong financial performance We primarily cater to FTUs and SRTOs and we believe we are the only financing institution in the organized sector providing finance to FTUs and SRTOs in the pre-owned commercial vehicle finance segment. Most of our customers are not a focus segment for banks or other NBFCs as these customers lack substantial credit history and other financial documentation on which many of such financial institutions rely to identify and target new customers. As the market for commercial vehicle financing, especially the pre-owned commercial vehicle financing, is fragmented, we believe our credit evaluation techniques, relationship based approach, extensive branch network and strong valuation skills make our business model unique and sustainable as compared to other financiers. In particular, our internally-developed valuation methodology requires deep knowledge and practical experience developed over a period of time, and we believe this is a key - 107 -

strength that is difficult to replicate. We provide finance to pre-owned commercial vehicle operators at favourable interest rates and repayment terms as compared to private financiers in the unorganized sector. Our retail focus, stringent credit policies and relationship based model has helped us maintain relatively low NPA levels. Our Gross NPAs as a percentage of Total Loan Assets were 2.66% as of March 31, 2011. Our Net NPAs as a percentage of Net Loan Assets was 0.38% as of March 31, 2011. Strong brand name We believe that the "Shriram" brand is well established in commercial vehicle financing throughout India. We believe that we are the only financing company in the organized sector with particular focus on the pre-owned commercial vehicle financing segment to FTUs and SRTOs in India. Our targeted focus on and the otherwise fragmented nature of this market segment, our widespread branch network, particularly in commercial vehicle hubs across India, as well as our large customer base has enabled us to build a strong brand. Our efficient credit approval procedures, credit delivery process and relationship-based loan administration and monitoring methodology have also aided in increasing customer loyalty and earn repeat business and customer referrals. Extensive experience and expertise in credit appraisal and collection processes We have developed a unique business model that addresses the needs of a specific market segment with increasing demand. We focus on closely monitoring our assets and borrowers through product executives who develop long-term relationships with commercial vehicle operators, which enables us to capitalize on local knowledge. We follow stringent credit policies, including limits on customer exposure, to ensure the asset quality of our loans and the security provided for such loans. Further, we have nurtured a culture of accountability by making our product executives responsible for loan administration and monitoring as well as recovery of the loans they originate. Extensive expertise in asset valuation is a pre-requisite for any NBFC providing loans for pre-owned assets. Over the years, we have developed expertise in valuing pre-owned vehicles, which enables us to accurately determine a recoverable loan amount for commercial vehicle purchases. We believe a tested valuation technique for these assets is a crucial entry barrier for others seeking to enter our market segment. Furthermore, our entire recovery and collection operation is administered inhouse and we do not outsource loan recovery and collection operations. We believe that our loan recovery procedure is particularly well-suited to our target market in the commercial vehicle financing industry, as reflected by our high loan recovery ratios compared to others in the financial services industry, and we believe that this knowledge and relationship based recovery procedure is difficult to replicate in the short to medium term. Experienced senior management team Our Board consists of 10 Directors, including representatives of Newbridge India Investments II Limited (TPG Group), with extensive experience in the automotive and/or financial services sectors. Our senior and middle management personnel have significant experience and in-depth industry knowledge and expertise. Most of our senior management team has grown with our Company and have more than 15 years of experience with us. Our management promotes a result-oriented culture that rewards our employees on the basis of merit. In order to strengthen our credit appraisal and risk management systems, and to develop and implement our credit policies, we have hired a number of senior managers who have extensive experience in the Indian banking and financial services sector and in specialized lending finance firms providing loans to retail customers. We believe that the in-depth industry knowledge and loyalty of our management and professionals provide us with a distinct competitive advantage. Our Strategies Our key strategic priorities are as follows: Further expand operations by growing our branch network and increasing partnership and co-financing arrangements with private financiers We intend to continue to strategically expand our operations in target markets that are large commercial vehicle hubs by establishing additional branches. Our marketing and customer origination and servicing efforts strategically focus on building long term relationships with our customers and address specific issues and local business requirements of potential - 108 -

customers in a particular region. We also intend to increase our operations in certain regions in India where we historically had relatively limited operations, such as in eastern and northern parts of India, and to further consolidate our position and operations in western and southern parts of India. The pre-owned commercial vehicle financing industry in India is dominated by private financiers in the unorganized sector. We intend to continue to strategically expand our marketing and customer origination network by entering into partnership and co-financing arrangements with private financiers across India involved in commercial vehicle financing. In view of the personnel-intensive requirements of our operations, we continue to focus on growing our business by increasingly relying on partnership arrangements to effectively leverage the local knowledge, infrastructure and personnel base of our partners.

Continue to develop our Automall business through our wholly-owned subsidiary Shriram Automall India Limited Through our wholly-owned subsidiary Shriram Automall India Limited, we have recently forayed into the business of developing hubs across India called "Automalls" which are aimed at providing (i) stock yard services for pre-owned and/or repossessed commercial vehicles, construction and other equipment, (ii) refurbishing pre-owned and/or repossessed commercial vehicles and construction and other equipment, (iii) providing a trading platform for the auctioning and sale of such commercial vehicles, construction and other equipment, and (iv) providing showrooms for refurbished pre-owned commercial vehicles. Our "Automalls" are being developed as a one-stop shop catering to the various needs of commercial vehicle and equipment users, banks, NBFCs and other lenders who wish to dispose of repossessed assets, automobile and equipment dealers and manufacturers. We currently have two operational "Automalls" near Chennai and Vadodara, where we currently are providing stock-yard services, refurbishing of commercial vehicles and equipment, sale of commercial vehicles and equipment through auctions. We provide electronic touch-screen kiosks at our Companies various branch offices. We intend to gradually expand our "Automall" business by establishing between 50 and 60 "Automalls" in various parts of the country in the next 12 to 24 months. We are in the process of identifying and acquiring properties on a leasehold basis at various locations where we intend to establish our next "Automalls". Further, we propose to also provide online sale of commercial vehicles and equipment through a website, which is in the process of being developed. We also intend to provide valuation services and end-to-end "refurbishing" services relating to automobiles and equipment at our "Automalls" in the near future. We propose to work in close alliance with various banks and financial institutions, vehicle and equipment users, manufacturers, and dealers to consolidate and develop our "Automall" business to cater to their specific requirements. We believe the following are advantages of our "Automall" business: Results in fee-based income; Offers loan origination opportunities to our Company as it can finance sales of commercial vehicles sold through the Automall platform/s; Eases liquidation of assets repossessed by our Company; and Enables us to institutionalize valuation practices and create valuation bench marks.

Consolidate and expand our construction and equipment finance business through our wholly-owned subsidiary, Shriram Equipment Finance Company Limited We have also forayed into the business of providing equipment finance in connection with both new and pre-owned construction and other equipment, through our wholly owned subsidiary, Shriram Equipment Finance Company Limited, which received a certificate of registration dated October 8, 2010, to carry on the business of a NBFC (without accepting public deposits) from the RBI. As on March 31, 2011 Shriram Equipment Finance Company Limited had disbursed equipment finance loans aggregating to ` 65,643.40 lacs. We believe that infrastructure development and construction businesses are likely to benefit from the significant investment in infrastructure by the Government of India and state governments and as well as by the private sector. Many of our customers have upgraded themselves and have become a subcontractor and we believe that the construction equipment business segment will be a logical extension of our product portfolio for our existing customer base

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With the global meltdown many of the existing equipment financiers have stopped funding the construction equipment and consequently a vacuum has been created in the market. We aim to tap the existing customer base and the new set of customers. We believe that the construction equipment finance segment provides significant growth opportunity, and intend to increasingly focus on construction equipment finance as a distinct business segment. Diversify our product portfolio We are focused on leveraging our leadership in truck financing to expand our product portfolio, which now also includes financing for passenger commercial vehicles, multi-utility vehicles, three-wheelers, tractors, and construction equipment. We expect this will enable us to offer new products to existing customers and expand our customer base. These products have strong synergies with the truck financing sector which is our primary business line. Further, by offering additional downstream products, such as vehicle parts and other ancillary loans, credit cards and freight bill discounting, we maintain contact with the customer throughout the product lifecycle and increase our revenues. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products and products of our affiliates. Continue to implement advanced processes and systems We have invested in our technology systems and processes to create a stronger organization and ensure good management of customer credit quality. Our information technology strategy is designed to increase our operational and managerial efficiency. We aim to increasingly use technology in streamlining our credit approval, administration and monitoring processes to meet customer requirements on a real-time basis. We continue to implement technology led processing systems to make our appraisal and collection processes more efficient, facilitate rapid delivery of credit to our customers and augment the benefits of our relationship based approach. We also believe deploying strong technology systems that will enable us to respond to market opportunities and challenges swiftly, improve the quality of services to our customers, and improve our risk management capabilities. Our Companys Financial Products Commercial Vehicle Finance We are principally engaged in the business of providing commercial vehicle financing to FTUs and SRTOs. FTUs are principally former truck drivers who purchase trucks for use in commercial operations and SRTOs are principally small truck operators owning between one and four used commercial vehicles. Our financing products are principally targeted at the financing of pre-owned trucks and other commercial vehicles, although we also provide financing for new commercial vehicles. Pre-owned commercial vehicles financed by us are typically between five and 12 years old. We also provide financing for other kinds of pre-owned and new commercial vehicles, including passenger vehicles, multi-utility vehicles, tractors and three wheelers. Ancillary Equipment and Vehicle Parts Finance and other ancillary activities Our customers also require financing for the purchase of equipment and vehicle parts in connection with the operation of their trucks and other commercial vehicles. We also offer financing for the acquisition of new and pre-owned vehicle equipment and accessories, such as tyres, engines, chassis, and other vehicle parts. As an extension of our product portfolio, we offer freight bill discounting services to our customers, including the purchase of trucking invoices of our customers at a discount, thereby providing immediate cash relief to small truck operators. Freight bill discounting provides our customers with their cash flow requirements without creating any debt, which otherwise may restrict the ability of our customers from obtaining other necessary loans for vehicle or asset financing. In addition, freight bill discounting frees truck operators from the need to attend to billing, collection and settlement. With freight bill discounting, our decision to purchase receivables is based on the creditworthiness of the freight customers and not that of the truck operators. Our industry experience and access to market intelligence enable us to operate successfully in this business segment. We have entered into an agreement with Axis Bank (formerly UTI Bank Limited) to market co-branded Visa credit cards to commercial vehicle operators for use in India and Nepal. We provide marketing assistance for the sourcing of prospective customers for such credit cards as well as assist in customer verification procedures. Axis Bank however retains the right to - 110 -

approve the application by any such customer. Access to such additional credit enables our customers to meet their short term financial requirements, including working capital requirements.

Construction Equipment Finance We provide finance for the purchase of construction equipments that are used in construction projects. Many of our FTU and SRTO customers are increasingly entering the construction equipment business, and we believe that the construction equipment business segment will be a logical extension of our product portfolio to our existing customer base. We believe that this equipment finance segment provides significant growth opportunity and intend to increasingly focus on construction equipment finance as a distinct business segment through our wholly-owned subsidiary Shriram Equipment Finance Company Limited. We have recruited senior management and other personnel for this business segment. The majority of such customers will not be from our existing customer base. Our Companys Operations Customer Origination Customer Base Our customer base is predominantly FTUs and SRTOs and other commercial vehicle operators, and smaller construction equipment operators. We also provide trade finance to commercial vehicle operators. These customers typically have limited access to bank loans for commercial vehicle financing and limited credit history. Our loans are secured by a hypothecation of the asset financed. Branch Network As of March 31, 2011, we had a wide network of 488 branches across India and 16,919 employees. We have established branches at most major commercial vehicle hubs along various road transportation routes across India. A typical branch comprises nine to 10 employees, including the branch manager. As of March 31, 2011, all of our branch offices were connected to servers at our corporate office to enable real time information with respect to our loan disbursement and recovery administration. Our customer origination efforts strategically focus on building long term relationships with our customers, addresses specific issues and local business requirements of potential customers in a specific region. Partnership and Co-financing Arrangements with Private Financiers SRTOs and FTUs generally have limited banking habits and credit history and inadequate legal documentation for verification of credit worthiness. In addition, because of the mobile nature of the hypothecated assets, SRTOs and FTUs have limited access to bank financing for pre-owned and new commercial vehicle financing. As a result, the pre-owned truck financing market in India is dominated by private financiers in the unorganized sector. We have strategically expanded our marketing and customer origination network by entering into partnership and co-financing arrangements with private financiers across India involved in commercial vehicle financing. We enter into strategic partnership agreements with private financiers ranging from individual financiers to small local private financiers, including other NBFCs. We have established a stable relationship with our partners through our extensive branch network. In view of the personnel-intensive requirements of our business model, we rely on partnership arrangements to effectively leverage the local knowledge, infrastructure and personnel base of our partners. Our partners source applications for pre-owned and new commercial vehicle financing based on certain assessment criteria specified by us, and is generally responsible for ensuring the authenticity of the customer information and documentation. The decision to approve a loan is, however, at our discretion. In the event that an application is rejected by us, our partners are permitted to directly arrange financing for such customer or approach another financier in connection with such proposed financing. Our partner sourcing a customer is responsible for obtaining all necessary documentation in connection with the loan proposal. The partner is responsible for collection of installments and penalties for all customers originated through him. - 111 -

The partner is also responsible for any repossession of vehicles and equipment in the event of a default of a loan by a customer sourced by such partner. A typical co-financing or partnership agreement stipulates the revenue-sharing ratio, amounts payable as quarterly advance payments to our partner, and details related to the retention of earnest money. Specifically, we typically stipulate a certain income-sharing arrangement on the interest on the loan, net of our cost of funding. Since the partner's share of income is only determined upon settlement of the individual loan contracts, we typically release quarterly advance payments to our partner. These payments are net of the earnest money deposit, which represents a pre-agreed percentage of the partner's revenue share. We allocate the earnest money towards a loan loss pool, as well as for business expansion purposes. Loan loss is typically calculated as our loss on principal and reimbursed expenses on loans from customers sourced by the partner, with interest at the rate of our cost of funds. The loss is shared between the parties in the same proportion as income. The parties usually stipulate that the amount available as earnest money deposit in excess of a certain percentage of future receivables and may be withdrawn by the partner. Other Marketing Initiatives We continue to develop innovative marketing and customer origination initiatives specifically targeted at FTUs and SRTOs. For example, we organize "Truck Bazaars" in several major commercial vehicle hubs in India every month. Customarily the sale and purchase of pre-owned commercial vehicles is made through brokers or intermediaries, with limited transparency and access to information and suitable opportunities. At our Truck Bazaars, we provide a comprehensive platform for access to information about pre-owned commercial vehicles available for purchase and sale, a venue for transporters to buy and sell pre-owned commercial vehicles directly without the intervention of brokers, as well as a facility for providing advisory services for a fee on such transactions, together with access to our financing products. This initiative enables us to develop long standing relationships with repeat customers, and provides us with opportunities to generate new business. These programs provide us a platform to increase our brand awareness and enable us to promote our financing products. Further, through our wholly-owned subsidiary Shriram Automall India Limited, we have recently forayed into the business of developing hubs across India called "Automalls". Our "Automalls" are being developed as a one-stop shop catering to the various needs of commercial vehicle and equipment users, banks and financial institutions who wish to dispose of repossessed assets, automobile and equipment dealers and manufacturers. We currently have two operational "Automalls" near Chennai and Vadodara, where we currently are providing stock-yard services, refurbishing of commercial vehicles and equipment, sale of commercial vehicles and equipment through auctions. We also provide electronic touch-screen kiosks at our Companys various branch offices. We intend to gradually expand our "Automall" business by establishing between 50 and 60 "Automalls" in various parts of the country in the next 12 to 24 months. At each "Automall" we have dedicated counters and sales representatives of our Company, who are stationed to cater to the financing requirements of commercial vehicle and equipment users who participate in auctions and sales organized at the "Automalls". At the "Automalls" and our branch offices we have provided electronic advertising and trading infrastructure, such as touchscreen kiosks, through which customers will be able to access real-time information on pre-owned vehicles available for sale. These electronic touch-screen kiosk facilities, will eventually replace our physical Truck Bazaar events. We intend to utilize our "Automall" platform for marketing of our financial products and develop new customers. Branding/ advertising We use the brand name Shriram Transport Finance for marketing our products pursuant to a license agreement dated April 1, 2010 with Shriram Ownership Trust, which is valid for a period of three years (i.e. till March 31, 2013). Our brand is well recognized in India given its association with the brand of our promoter Shriram and our own efforts of brand promotion. We have launched various publicity campaigns through print and other media specifically targeted at our target customer profile, FTUs and SRTOs, to create awareness of our product features, including our speedy loan approval process with the intention of creating and enhancing our brand identity. We believe that our emphasis on brand promotion will be a significant contributor to our results of operations in future. Customer Evaluation, Credit Appraisal and Disbursement Due to our customer profile, in addition to a credit evaluation of the borrower, we rely on guarantor arrangements, the availability of security, referrals from existing relationships and close client relationships in order to manage our asset quality. All customer origination and evaluation, loan disbursement, loan administration and monitoring as well as loan - 112 -

recovery processes are carried out by our product executives. We do not utilize or engage direct selling or other marketing and distribution agents or appraisers to carry out these processes. We follow certain procedures for the evaluation of the creditworthiness of potential borrowers. The typical credit appraisal process is described below: Initial Evaluation When a customer is identified and the requisite information for a financing proposal is received, a branch manager or product executive meets with such customer to assess the loan requirements and creditworthiness of such customer. The proposal form requires the customer to provide information on the age, address, employment details and annual income of the customer, as well as information on outstanding loans and the number of commercial vehicles owned. The applicant is required to provide proof of identification and residence for verification purposes. In connection with the loan application, the applicant is also required to furnish a guarantor, typically another commercial vehicle owner, preferably an existing or former customer. Detailed information relating to such guarantor is also required to be provided. For pre-owned commercial vehicles or equipment, a vehicle inspection and evaluation report is prepared by our executives to ascertain, among other matters, the registration details of the vehicle, as well as its condition and market value. A field investigation report is also prepared relating to the place of residence and of various movable and immovable properties of the applicant and the guarantor. Each application also requires two independent references to be provided. Credit policies We follow stringent credit policies to ensure the asset quality of our loans and the security provided for such loans. Any deviation from such credit policies in connection with a loan application requires prior approval. Our credit policies include the following: Vehicle type. We only finance vehicles that are used for commercial purposes. As these are income-generating assets, we believe that this asset type reduces our credit risk. Guarantor requirement. Loans must be secured by the personal guarantee of the borrower as well as at least one third party guarantor. The guarantor must be a commercial vehicle owner, preferably our existing or former customer, and preferably operating in the same locality as the borrower. Loan approval guidelines. From time to time, our management lays down loan approval parameters which are typically linked to the value of the vehicle/s. Age limit for used vehicles. We only extend loans to vehicles that are less than 12 years old. Period. In case of pre-owned commercial vehicles, the repayment term ranges between 24 and 48 months. For new commercial vehicles, the repayment term ranges between 36 and 60 months. Prepayment charges. The borrower is charged prepayment charges in the event of termination of the loan by prepayment. Release of documents on full repayment. Security received from the borrower, including unutilized post-dated cheques, if any, is released on repayment of all dues or on collection of the entire outstanding loan amount, provided no other existing right or lien for any other claim exists against the borrower. RTO records. In case of used vehicle financing, Regional Transport Office (RTO) records must be inspected for non-payment of road tax, pending court cases, and other issues, and the records retained as part of the loan documentation. Physical inspection and trade reference. In case of all pre-owned vehicle financing, the branch manager must physically inspect the vehicle and assess its value. The branch managers determination regarding the condition of the vehicle is recorded in the evaluation report of the vehicle. The branch manager must also conduct contact point verification as well as a trade reference check of the borrower before an actual disbursement is made, and such determination is recorded in the proposal evaluation records. - 113 -

Approval Process The branch manager evaluates the loan proposal based on supporting documentation and various other factors. The primary criterion for approval of a loan proposal is based on the guarantee provided by another commercial vehicle operator, preferably an existing or previous customer, as well as the valuation of the asset to be secured by the loan. In addition, our branch managers may also consider other factors in the approval process such as length of residence, past repayment record and income sources. The branch manager is authorized to approve a loan if the proposal meets the criterion established for the approval of a loan. The applicant is intimated of the outcome of the approval process, as well as the amount of loan approved, the terms and conditions of such financing, including the rate of interest (annualized) and the application of such interest during the tenure of the loan. Disbursement Margin money and other charges are collected prior to loan disbursements. The disbursing officer retains evidence of the applicants acceptance of the terms and conditions of the loan as part of the loan documentation. A chassis print of the vehicle is also obtained and maintained in the loan file. The relevant RTO endorsement forms are also required to be executed by the borrower prior to the disbursement of the loan. Prior to the loan disbursement, the loan officer ensures that a Know Your Customer checklist is completed by the applicant. The loan officer verifies such information provided and includes such records in the relevant loan file. The loan officer is also required to ensure that the contents of the loan documents are explained in detail to the borrower either in English or in the local language of the borrower, and a statement to such effect is included as part of the loan documentation. The borrower is provided with a copy of the loan documents executed by him. Although our customers have the option of making payments by cash or cheque, we may require the applicant to submit post-dated cheques covering an initial period prior to any loan disbursement. For used vehicles, an endorsement of the registration certificate as well as the insurance policy must be executed in our favor. Loan administration and monitoring The borrower and the relevant guarantor are required to execute a standard form of Loan cum Hypothecation Agreement setting out the terms of the loan. A loan repayment schedule is attached as a schedule to the Loan cum Hypothecation Agreement, which generally sets out monthly repayment terms. The Loan cum Hypothecation Agreement also requires a promissory note to be executed containing an unconditional promise of payment to be signed by both the borrower and the relevant guarantor. A power of attorney authorizing, among others, the repossession of the hypothecated vehicle upon loan payment default, is also required to be executed. We provide three payment options: cash, cheques or demand drafts. Repayments are made in monthly installments. Loans disbursed are recovered from the customer in accordance with the loan terms and conditions agreed with the customer. As a service to our customers our product executives offer to visit the customers on the payment date to collect the installments due. We track loan repayment schedules of our customers, on a monthly basis, based on the outstanding tenure of the loans, the number of installments due and defaults committed, if any. This data is analyzed based on the vehicles financed and location of the customer. Our MIS department and centralized operating team monitors compliance with the terms and conditions for credit facilities. We monitor the completeness of documentation, creation of security etc. through regular visits to the branches by our regional as well as head office executives and internal auditors. All borrower accounts are reviewed at least once a year, with a higher frequency for the larger exposures and delinquent borrowers. The branch managers review collections regularly, and personally contact borrowers that have defaulted on their loan payments. Branch managers are assisted by a set of product executives in the day-to-day operations, who are typically responsible for the collection of installments from 150 to 200 borrowers each, depending on territorial dispersal. Each branch customarily limits its commercial vehicle financing loans to approximately 1,000 customers, which enables closer monitoring of receivables. A new branch is opened to handle additional customers beyond such limit to ensure appropriate risk management. Close monitoring of debt servicing efficiency enables us to maintain high recovery ratios. Collection and Recovery - 114 -

We believe that our loan recovery procedure is particularly well-suited to our target market in the commercial vehicle financing industry, as reflected by our high loan recovery ratios compared to the average in the financial services industry. The entire collection operation is administered in-house and we do not outsource loan recovery and collection operations. In case of default, the reasons for the default are identified by the local product executive and appropriate action is initiated, such as requiring partial repayment and/or seeking additional guarantees or collateral. In the event of a default on three loan installments, the branch manager is required to make a personal visit to the borrower to determine the gravity of the loan recovery problem and in order to exert personal pressure on the borrower. We may initiate the process for repossession of the vehicle in the event of a default. Branch managers are trained to repossess vehicles and no external agency is involved in such repossession. Repossessed vehicles are held at designated secured facilities for eventual sale. The notice to the customer specifies the outstanding amount to be paid within a specified period, failing which the vehicle may be disposed of through auction. In the event there is a short fall in the recovery of the outstanding amount from the sale of the vehicle, legal proceedings against the customer may be initiated. Our loan asset reconstruction department co-ordinates with our legal team and external lawyers to initiate and monitor legal proceedings wherever appropriate. The laws governing the registration of motor vehicles in India effectively establish vehicle ownership, as well as the claims of lenders. As a result, vehicle repossession in the event of default is a relatively uncomplicated procedure, such that the possibility of repossession provides an effective deterrent against default. Asset Quality We maintain our asset quality through the establishment of prudent credit norms, the application of stringent credit evaluation tools, limiting customer and vehicle exposure, and direct interaction with customers. In addition to our credit evaluation and recovery mechanism, our asset-backed lending model and adequate asset cover has helped maintain low gross and net NPA levels. We provide finance to pre-owned commercial vehicle operators at a lower interest rate compared to that provided by private financiers, making repayment more manageable for FTUs and SRTOs. Classification of Assets The Prudential Norms Directions, 2007, read with the NBFC Acceptance of Public Deposits Directions, 1998, as amended, prescribed by the RBI, among other matters, require us to observe the classification of our asset; treatment of NPAs; and provisioning against NPAs. An asset is termed as an NPA if interest or installments of the principal amount remain overdue for a period of 180 days or more. Each deposit-accepting NBFC is required to classify its lease/hire purchase assets, loans, advances and other forms of credit into the following classes, namely: Standard assets. An asset in respect of which no default in repayment of principal or payment of interest is perceived and which does not disclose any problem nor carry more than normal risk attached to the business. Sub-standard assets. An asset will be classified as an NPA for a period not exceeding 18 months or where the terms of the agreement regarding interest and / or principal have been renegotiated or rescheduled after commencement of operations, until the expiry of one year of satisfactory performance under the renegotiated or rescheduled terms. Doubtful assets. An asset which remains a sub-standard asset for a period exceeding 18 months. Loss assets. An asset which has been identified as loss asset by the NBFC or its internal or external auditor or by the RBI during the inspection of the NBFC, to the extent that it is not written off by the NBFC; and (b) an asset which is adversely affected by a potential threat of non-recoverability due to either erosion in the value of security or non availability of security or due to any fraudulent act or omission on the part of the borrower. For further information on the Prudential Norms Directions, 2007, refer to the section titled Regulations and Policies beginning on page 238 this Draft Prospectus.

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Provisioning and Write-offs The Company is required, after taking into account the time lag between an account becoming non-performing, and its recognition as such, the realization of the security, and the erosion of over time in value of the security charged, to make provisions against sub-standard, doubtful and loss assets as per the directions issued by RBI. We also consider field reports and collection patterns at regular intervals to anticipate the need of higher provisioning. Set out below is a brief description of applicable RBI Guidelines on provisioning and write-offs for loans, advances and other credit facilities including bills purchased and discounted: Loans, advances and other credit facilities Sub-standard assets: A general provision of 10.0% of the total outstanding assets is required to be made. Doubtful assets: 100.0% provision to the extent to which the advance is not covered by the realizable value of the security to which the NBFC has a valid recourse is required to be made. The realizable value is to be estimated on a realistic basis. In addition to the foregoing, depending upon the period for which the asset has remained doubtful, provision is required to be made as follows: if the asset has been considered doubtful for up to one year, provision to the extent of 20.0% of the secured portion is required to be made; if the asset has been considered doubtful for one to three years, provision to the extent of 30.0% of the secured portion is required to be made; and if the asset has been considered doubtful for more than three years, provision to the extent of 50.0% of the secured portion is required to be made.

Loss assets: The entire asset is required to be written off. If the assets are permitted to remain in the books for any reason, 100.0% of the outstanding assets should be provided for. Lease and hire purchase assets: In respect of hire purchase assets, the total dues (overdue and future installments taken collectively) as reduced by (i) the finance charges not credited in our profit and loss account and carried forward as unmatured finance charges, and (ii) the depreciated value of the underlying asset, are required to be provided for. Provisioning of Standard Assets: In terms of the requirement of the circular dated January 17, 2011 issued by the RBI, our Company is also required to make a general provision at 0.25 per cent of the outstanding standard assets. The provisions on standard assets is not reckoned for arriving at net NPAs. The provisions towards standard assets are not needed to be netted from gross advances but shown separately as 'Contingent Provisions against Standard Assets' in the balance sheet. In terms of the aforementioned RBI requirements, our Company is allowed to include the General Provisions on Standard Assets in Tier II capital which together with other general provisions/ loss reserves will be admitted as Tier II capital only up to a maximum of 1.25 per cent of the total risk-weighted assets. Our Audit Committee has constituted a policy for making provisions in excess of the amounts prescribed by RBI and we may make further provisions if we determine that it is prudent for a known and identified risk. Based on our policy our provisions as of March 31, 2011 stood at ` 45,411.86 lacs as compared to the RBI required provision of ` 26,217.56 lacs. The following table sets forth, as of the dates indicated, data regarding our NPAs: Period Gross NPA (` in lacs) 17,404.19 23,670.76 Net NPA (` in lacs) 11,015.70 13,553.78 Total Loan Assets (` in lacs) 841,591.77 1,515,525.36 - 116 Net Loan Assets(1) (` in lacs) 835,203.28 1,505,408.38 % of Gross NPA to Total Loan Assets 2.07% 1.56% % of Net NPA to Net Loan Assets 1.32% 0.90%

March 31, 2007 March 31, 2008

Period

Gross NPA (` in lacs) 38,295.11 50,749.50 52,857.78

Net NPA (` in lacs) 14,746.53 12,488.76 7,445.92

March 31, 2009 March 31, 2010 March 31, 2011

Total Loan Assets (` in lacs) 1,796,168.85 1,797,924.87 1,986,561.09

Net Loan Assets(1) (` in lacs) 1,772,620.27 1,759,664.13 1,941,149.23

% of Gross NPA to Total Loan Assets 2.13% 2.82 % 2.66 %

% of Net NPA to Net Loan Assets 0.83% 0.71 % 0.38 %

Note: The information above excludes securitized/assigned assets. (1) Net Loan Assets means Total Loan Assets as adjusted for provisions made.

Our Gross NPAs as a percentage of Total Loan Assets were 2.66% as of March 31, 2011. Our Net NPAs as a percentage of Net Loan Assets was 0.38% as of March 31, 2011. We believe that our eventual write-offs are relatively low because of our relationship based customer origination and customer support, prudent loan approval processes, including adequate collateral being obtained and our ability to repossess and dispose of such collateral in a timely manner. Funding Sources We have expanded our sources of funds in order to reduce our funding costs, protect interest margins and maintain a diverse funding portfolio that will enable us to achieve funding stability and liquidity. Our sources of funding comprise term loans including term loans from banks and financial institutions, cash credit from banks, redeemable non-convertible debentures, subordinated bonds, short term commercial paper, public deposits, and inter-corporate deposits. Borrowings The following table sets forth the principal components of our secured loans as of the dates indicated: As of March 31 ` In Lacs
SECURED LOANS 2007 2008 2009 2010 2011

Redeemable non-convertible debentures Term loans: - Term loans from banks - Term loans from financial institutions, foreign institutions and corporates Cash credit from banks including working capital demand loans

1,83,799.02

3,12,255.20

4,82,679.34

483,087.87 929,935.14 12,188.42 92,036.64

475,288.39 937,999.97 25,414.44 48,234.79

2,59,825.48 82,272.73

5,05,329.28 1,11,263.73

8,33,363.58 44,792.69

1,04,118.36

2,25,646.66

3,16,623.70

The following table sets forth the principal components of our unsecured loans as of the dates indicated:
As of March 31, UNSECURED LOANS 2007 2008 2009 2010 ` In Lacs 2011

Fixed deposits Inter-corporate deposits Subordinated debt Redeemable non-convertible debentures Commercial paper

1,105.73 30.00 68,443.43 13,000.00 34,000.00

342.00 120.64 98,959.81 3,800.00 21,695.00

488.44 4,657.16 1,54,776.25 2,500.00 48,250.00

11,479.51 16.68 206,599.49 2,500.00 2,500.00

112,946.23 1.73 329,816.99 0.00 0.00

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As of March 31, UNSECURED LOANS Term loans: - Term loans from banks - Term loans from corporates 2007 75,750.00 47,166.10 2008 151,890.38 46,000.00 2009 53,000.00 71,000.00 2010 ` In Lacs 2011

70,647.21 35,000.00

51,468.76 7,000.00

Increasingly, we have depended on term loans from banks and the issue of redeemable non-convertible debentures as the primary sources of our funding. We believe that we have developed stable long term relationships with our lenders, and established a track record of timely servicing of our debts, and have been able to secure fixed rate long term loans of three to five years tenure to stabilize our cost of borrowings. In fiscal 2011, net repayment of bank borrowings was ` 54,915.47 lacs. As of March 31, 2011, loans from banks aggregated ` 1,037,703.52 lacs, as compared to ` 1,092,618.99 lacs as of March 31, 2010. In fiscal 2011, net redemption of redeemable non-convertible debentures was ` 10,299.48 lacs. As of March 31, 2011, the aggregate outstanding amount of secured redeemable non-convertible debentures was ` 475,288.39 lacs as compared to ` 485,587.87 lacs as of March 31, 2010. Our short term fund requirements are primarily funded by cash credit from banks including working capital loans. Cash credit from banks including working capital loans outstanding as of March 31, 2011 was ` 48,234.79 lacs. As of March 31, 2011 our outstanding subordinated debt amounted to ` 329,816.99 lacs, compared to ` 206,599.49 lacs as of March 31, 2010. The debt is subordinated to our present and future senior indebtedness. Based on the balance term to maturity, as of March 31, 2011, `229,091.71 lacs of the discounted book value of subordinated debt is considered as Tier II under the guidelines issued by the RBI for the purpose of capital adequacy computation. As of March 31, 2011, outstanding commercial paper amounted to Nil as compared to ` 2,500.00 lacs as of March 31, 2010. We are registered as a deposit-taking NBFC with the RBI under Section 45IA of the Reserve Bank of India Act, 1934, which authorizes us to accept deposits from the public. We do not, however, depend on deposits as our primary source of funding. As of March 31, 2011, we had fixed deposits outstanding of ` 112,946.23 lacs, compared to `11,479.51 lacs as of March 31, 2010, respectively. We also avail inter-corporate deposits from time to time. As of March 31, 2011, outstanding inter-corporate deposits amounted to ` 1.73 lacs as compared to ` 16.68 lacs as of March 31, 2010. Securitization/assignment of Portfolio against financing activities We also undertake securitization/assignment transactions to increase our capital adequacy ratio, increase the efficiency of our loan portfolio and as a cost effective source of funds. We sell part of our assets under financing activities from time to time through securitization/assignment transactions as well as direct assignment. Our securitization/assignment transactions involve provision of additional collateral and deposits or bank/ corporate guarantee. We carried out our first securitization/assignment transaction of ` 443.12 lacs in February 2000 and since then we have completed 207 more transactions with an aggregate value of ` 2,847,524.25 lacs. In fiscal 2011, total book value of loan assets securitized/assigned was ` 1,020,361.35. We continue to provide administration services for the securitized/assigned portfolio, the expenses for which are provided for, at the outset of each transaction. The gains arising out of securitization/assignment, which vary according to a number of factors such as the tenor of the securitized/assigned portfolio, the yield on the portfolio securitized/assigned and the discounting rate applied, are treated as income over the tenure of agreements as per RBI guidelines on securitization of standard assets. Loss, if any, is recognized upfront. The following tables set forth certain information with respect to our securitization/assignment transactions:
For the Financial Year Ended March 31,

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Total number of loan assets securitized/assigned Total book value of loan assets securitized/assigned Sale consideration received for securitized/assigned assets Gain on account of securitization/assignment

2007 68,204 2,85,979.49 3,11,095.04 29,070.05

2008 65,020 2,11,822.17 2,48,140.60 36,318.39

2009 149,860 3,12,498.40 3,38,334.83 41,816.19

2010

` In Lacs 2011

380,673 875,681.04 921,631.22 262,350.21

432,100 1,020,361.35 1,023,668.28 2,99,330.23

As on March 31 ` In Lacs

2007 Outstanding credit enhancement -Fixed Deposit -Guarantees given by third parties -Guarantees given by our Company Outstanding liquidity facility -Fixed Deposit Outstanding subordinate contribution

2008

2009

2010

2011

31,095.67 -

56,687.05 -

97,459.32 -

173,588.14 23,833.27 2,665.30

154,928.74 157,749.58 4,093.00

2,236.77 6,199.80

7,127.85 5,159.40

17,137.30 3,301.71

15,865.57 Nil.

We are required to provide a credit enhancement for the securitization/assignment transactions by way of either fixed deposits or corporate guarantees and the aggregate credit enhancement amount outstanding as on March 31, 2011 was ` 316,771.32 lacs. In the event a relevant bank or institution does not realize the receivables due under such loan assets, such bank or institution would have recourse to such credit enhancement. Treasury Operations Our treasury operations are mainly focused on meeting our funding requirements and managing short term surpluses. Our fund requirements are currently predominantly sourced through loans and by issue of debentures to banks, financial institutions and mutual funds. We also place commercial paper and mobilize retail fixed deposits and inter-corporate deposits. We have also raised subordinated loans eligible for Tier II capital. We believe that through our treasury operations, we are able to maintain our ability to repay borrowings as they mature and obtain new loans at competitive rates. Our treasury department undertakes liquidity management by seeking to maintain an optimum level of liquidity and complying with the RBI requirement of asset liability management. The objective is to ensure the smooth functioning of all our branches and at the same time avoid the holding of excessive cash. Our treasury maintains a balance between interestearning liquid assets and cash to optimize earnings. Our treasury department also manages the collection and disbursement activities from our head office in Mumbai. We actively manage our cash and funds flow using various cash management services provided by banks. As part of our treasury activities, we also invest our surplus fund in fixed deposits with banks, liquid debt-based mutual funds and government securities. Our investments are made in accordance with the investment policy approved by the Board. Our investments are predominantly in government securities and certificates of deposits with banks. Capital Adequacy We are subject to the capital adequacy ratio (CAR) requirements prescribed by the RBI. We are currently required to maintain a minimum CAR of 12.00%, as prescribed under the Prudential Norms Directions, 2007, based on our total capital to risk-weighted assets. As per RBI notification dated February 17, 2011, all deposit taking NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2012. As a part of our governance policy, we ordinarily maintain capital adequacy higher than the statutorily prescribed CAR. As of March 31, 2011, our capital adequacy ratio computed on the basis of applicable RBI requirements was 24.85%, compared to the minimum capital adequacy requirement of 12.00% stipulated by the RBI. - 119 -

The following table sets out our capital adequacy ratios computed on the basis of applicable RBI requirements as of the dates indicated:
As of March 31, 2007 Capital adequacy ratio ................................................................................................ 13.63% Tier 1 capital 10.25% 2008 12.71% 9.84% 2009 16.35% 11.13% 2010
21.35% 16.04%

2011
24.85% 16.65%

Competition We believe that we do not face any significant competition from organized players in our principal business line, the preowned commercial vehicle financing sector. Most of our customers are not a focus segment for banks or large NBFCs, as these customers lack substantial credit history and other financial documentation on which many of such financial institutions rely to identify and target new customers. Our experience-based valuation methodology, our expanding product portfolio, growing customer base and relationship-based approach are key competitive advantages against new market entrants. Our primary competition is presented by private unorganized financiers that principally operate in the local market. These private operators have significant local market expertise, but lack brand image and organizational structure. The small private financiers also have limited access to funds and may not be able to compete with us on interest rates extended to borrowers, which we are able to maintain at competitive levels because of our access to a variety of comparatively lower cost of funding sources and operational efficiencies from our scale of operations. However, private operators may attract certain clients who are unable to otherwise comply with our loan requirements, such as the absence of an acceptable guarantor or failure of the commercial vehicle to meet our asset valuation benchmarks. For new commercial vehicle financing, we compete with more conventional lenders, such as banks and other NBFCs. Given the relatively minimal scale of our present operations in our other business lines, we do not directly compete with others in these segments. However, as our operations in our other business lines expand, we may face significant competition in these segments in future. Credit Rating The following table sets forth certain information with respect to our credit ratings as of June 3, 2011: Credit Rating Agency CARE CARE CRISIL CRISIL Instruments Non Convertible Debentures Subordinate Debt Fixed Deposit Subordinate Debt Non Convertible Debentures Short Term Fixed Deposit Non Convertible Debentures Short Term Ratings Limit in ` Lacs AA+ AA FAA+ AA 70,000 255,000 180,000

CRISIL CRISIL ICRA

AA P1+ MAA+

50,000 200,000

FITCH FITCH AA(Ind) FI+(Ind) - 120 550,000 150,000

Credit Rating Agency FITCH

Instruments Subordinate Debt

Ratings Limit in ` Lacs AA(Ind) 120,000

The NCDs proposed to be issued under this Issue have been rated AA/Stable by CRISIL for an amount of upto ` 1,00,000 Lacs vide its letter dated May 30, 2011, and 'CARE AA+' by CARE for an amount of upto ` 1,00,000 Lacs vide its letter dated June 3, 2011. The rating of the NCDs by CRISIL indicates high degree of safety with regard to timely payment of interest and principal on the NCDs. The rating of NCDs by CARE indicates high safety for timely servicing of debt obligations. Risk Management We have developed a strong risk-assessment model in order to maintain healthy asset quality. The key risks and riskmitigation principles we apply to address these risks are summarized below: Interest Rate Risk Our results of operations are dependent upon the level of our net interest margins. Net interest income is the difference between our interest income and interest expense. Since our balance sheet consists of rupee assets and predominantly rupee liabilities, movements in domestic interest rates constitute the primary source of interest rate risk. We assess and manage the interest rate risk on our balance sheet through the process of asset liability management. We borrow funds at fixed and floating rates of interest, while we extend credit at fixed rates. In the absence of proper planning and in a market where liquidity is limited, our net interest margin may decline, which may impact our revenues and ability to exploit business opportunities. We have developed stable long term relationships with our lenders, and established a track record of timely servicing our debts. This has enabled us to become a preferred customer with most of the major banks and financial institutions with whom we do business. Moreover, our valuation capabilities enable us to invest in good quality assets with stable, attractive yields. Significantly, our loans are classified as priority sector assets by the RBI, such that these loans, when securitized, find a ready market with various financial institutions, including our lenders. Liquidity Risk Liquidity risk arises due to non-availability of adequate funds or non-availability of adequate funds at an appropriate cost, or of appropriate tenure, to meet our business requirements. This risk is minimized through a mix of strategies, including asset securitization/assignment and temporary asset liability gap. We monitor liquidity risk through our asset liability management (ALM) function with the help of liquidity gap reports. This involves the categorization of all assets and liabilities into different maturity profiles, and evaluating these items for any mismatches in any particular maturities, especially in the short-term. The ALM policy has capped the maximum mismatches in the various maturities in line with RBI guidelines and ALCO guidelines. To address liquidity risk, we have developed expertise in mobilizing long-term and short-term funds at competitive interest rates, according to the requirements of the situation. For instance, we structure our indebtedness to adequately cover the average three-year tenure of loans we extend. As a matter of practice, we generally do not deploy funds raised from short term borrowing for long term lending. Credit risk Credit risk is the risk of loss that may occur from the default by our customers under the loan agreements with us. As discussed above, borrower defaults and inadequate collateral may lead to higher NPAs. We minimize credit risk by requiring that each loan must be guaranteed by another commercial vehicle operator in the same locality as the borrower, preferably by an existing or former borrower. Furthermore, we lend on a relationship-based model, and our high loan recovery ratios indicates the effectiveness of this approach for our target customer base. We also employ advanced credit assessment procedures, which include verifying the identity and checking references of the proposed - 121 -

customer thoroughly at the lead generation stage. Our extensive local presence also enables us to maintain regular direct contact with our customers. In this regard, we assign personal responsibility to each member of the lead generation team for the timely recovery of the loans they originate, closely monitoring their performance against our Company's standards, and maintain client and truck-wise exposure limits. Cash management risk Our branches collect and deposit approximately two-thirds of our customers' payments in cash. Lack of proper cash management practices could lead to losses. To address cash management risks, we have developed advanced cash management checks that we employ at every level to track and tally accounts. Moreover, we conduct regular audits to ensure the highest levels of compliance with our cash management systems. Employees As of March 31, 2011 our total employee strength was 16,919. We have built a highly capable workforce primarily by recruiting and hiring fresh graduates. As our business model does not require extensive background in banking or the financial services industry, we prefer to hire and train fresh graduates in the particular operational aspects of our business. Moreover, we prefer to hire our workforce from the locality in which they will operate, in order to benefit from their knowledge of the local culture, language, preferences and territory. We emphasize both classroom training and on-the-job skills acquisition. Post recruitment, an employee undergoes induction training to gain an understanding of our Company and our operations. Our product executives are responsible for customer origination, loan administration and monitoring as well as loan recovery and this enables them to develop strong relationships with our customers. We believe our transparent organizational structure ensures efficient communication and feedback and drives our performance-driven work culture. In a business where personal relationships are an important driver of growth, product executive attrition may lead to loss of business. We therefore endeavor to build common values and goals throughout our organization, and strive to ensure a progressive career path for promising employees and retention of quality intellectual capital in our Company. We provide a performance-based progressive career path for our employees. For instance, we introduced an employee stock option plan (ESOP) in 2005 for eligible employees at branch manager level and above. We believe our attrition rates are among the lowest in the industry at managerial levels. Intellectual Property Pursuant to a License Agreement dated April 1, 2010 between our Company and Shriram Ownership Trust, (SOT), we are licensed to use the name "Shriram" and the associated mark for which our Company has to pay to SOT, 0.25% on the gross turnover of our Company for the first year of the License Agreement. Royalty rates for the subsequent years will be decided mutually on or before April 1st of the respective financial years. Along with the royalty, our Company also is required to pay to SOT amounts by way of reimbursement of actual expenses incurred by SOT in respect of protection and defence of the Copyright. The License Agreement is valid for a period of three years from the date of execution thereof. Our Company has obtained trademark registration for the brand names NEW LOOK and OKHORNPLEASE.COM and has made applications for the registration of brand names AUTOMALL and ONE STOP under various classes with the Registrar of Trademarks. Technology We use information technology as a strategic tool in our business operations to improve our overall productivity. We believe that our information systems enable us to manage our nationwide operations network well, as well as to effectively monitor and control risks. All our branches are online, connected through VPN (Virtual Private Network) with our Central Server located at Chennai Data Center and our Disaster Recovery Site located at Mumbai. Property - 122 -

Our registered office is at Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Myalpore, Chennai 600004, Tamil Nadu, India. Our corporate office is at Wockhardt Towers, Level 3, West Wing, C-2, G Block, Bandra Kurla Complex, Bandra (East) Mumbai 400 051, India. As of March 31, 2011, we had 488 branches across India. We typically enter into lease agreements for these strategic business unit and branch locations. Collaborations Except as disclosed herein, our Company has not entered into any collaboration, any performance guarantee or assistance in marketing by any collaborators. BUSINESSES OF OUR WHOLLY-OWNED SUBSIDIARIES Automalls Through our wholly-owned subsidiary Shriram Automall India Limited, we have recently forayed into the business of developing hubs across India called "Automall" which are aimed to be a one-stop shop for trading in commercial vehicles and equipment by commercial and other vehicle and equipment users, banks and financial institutions who wish to dispose of repossessed assets, automobile and equipment dealers and manufacturers. We currently have two operational "Automalls" near Chennai and Vadodara. We intend to gradually expand our "Automall" business by establishing between 50 and 60 "Automalls" in various parts of the country in the next 12 to 24 months. We are in process of identifying and acquiring properties on a leasehold basis at various locations where we intend to establish our next "Automalls". The services currently being offered by Shriram Automall India Limited include the following: (i) Stock-yard services: We provide stock-yard services, wherein commercial vehicle and equipment users and/or banks and financial institutions which have repossessed commercial vehicle and equipment as underlying security can park such assets for a pre-determined fee. The stock-yard services are aimed at providing secure parking spaces for commercial vehicles and equipment so as to reduce threats of pilferage and theft. Refurbishing facility: We have infrastructure at each "Automall" where we refurbish used commercial vehicles and equipment before the same can be sold and/or auctioned. Sale through our intranet-facility: At the "Automalls" and our branch offices we have provided electronic advertising and trading infrastructure, such as touch-screen kiosks, through which customers will be able to access real-time information on pre-owned vehicles available for sale. Owners of commercial vehicles and/or equipment who visit our branch offices and "Automalls" and desirous of selling any commercial vehicle and/or equipment can register information in connection with the vehicle/equipment proposed to be sold for a nominal registration fee. Similarly, prospective buyers can register on our platform and can transact in vehicles/equipment which are registered for sale in our databases. These electronic touch-screen kiosk facilities are aimed at eventually replacing our physical Truck Bazaar events. Physical sale through Auctions: We from time to time organize and conduct auction sale of commercial vehicles and equipments at our "Automalls". In this regard we first identify a number of vehicles and equipment proposed to be auctioned. Once we have identified sufficient number of vehicles and equipment to be put up for sale, we announce the date of auction, refurbish the vehicles and/or equipment, if required. A separate department of Shriram Automall India Limited, simultaneously prepares the budget for the vehicles/equipment to be auctioned and verifies the documentation, title, lien/charges and payment of taxes in connection with such vehicles/equipment. Thereafter, we advertise and market the proposed auction through pamphlets, brochures, emails, electronic, and other advertisements. Prior to the action the yards are prepared and catalogues for the items proposed to be auctioned are printed. Thereafter, bidders are registered, their know your customers details are verified and security deposits are collected from the prospective bidders. Shriram New Look: Shriram Automall India Limited has introduced "Shriram New Look", a facility available within our "Automalls" managed by a dedicated team, which bids for commercial vehicles in auctions, which are - 123 -

(ii)

(iii)

(iv)

(v)

typically between 4 to 5 years old and upon acquiring the asset, refurbishes the same and sells the asset under its own brand name. For the financial year ended March 31, 2011, Shriram Automall India Limited had reported an income from operations of ` 6,216.27 Lacs. Being in the initial stages of its operations the company had incurred a loss of ` 1,391.51 Lacs for the financial year ended March 31, 2011. In the financial year ended March 31, 2011, our Company has invested in Shriram Automall India Limited by subscribing to 9,950,000 equity shares of ` 10 each issued by Shriram Automall India Limited. We propose to provide in the near future online sale of commercial vehicles and equipment through website/s, which is in the process of being developed. We also intend to provide valuation services and end-to-end "refurbishing" services relating to automobiles and equipment at our "Automalls" in the near future. We propose to work in close alliance with various banks and financial institutions, vehicle and equipment users, manufacturers, and dealers to consolidate and develop our "Automall" business to cater to their specific requirements. Equipment Finance We have also forayed into the business of providing equipment finance in connection with both new and pre-owned construction and other equipment, through our wholly owned subsidiary, Shriram Equipment Finance Company Limited, which received a certificate of registration dated October 8, 2010, to carry on the business of a NBFC (without accepting public deposits) from the RBI. As on March 31, 2011 Shriram Equipment Finance Company Limited had disbursed equipment finance loans aggregating to ` 65,643.40 lacs and had earned a net profit of ` 115.70 Lacs for the financial year ended March 31, 2011. For the financial year ended March 31, 2011, Shriram Equipment Finance Company Limited reported income from operations of ` 2,002.83 Lacs. As on March 31, 2011, Shriram Equipment Finance Company Limited had assets under finance of ` 63,416.10 Lacs. In the financial year ended March 31, 2011, our Company has subscribed to 15,000,000 CCPSs of ` 100 each issued by Shriram Equipment Finance Company Limited. We believe that infrastructure development and construction businesses are likely to benefit from the significant investment in infrastructure by the Government of India and state governments and as well as by the private sector. Many of our customers have upgraded themselves and have become a sub-contractor and we believe that the construction equipment business segment will be a logical extension of our product portfolio for our existing customer base With the global meltdown many of the existing equipment financiers have stopped funding the construction equipment and consequently, a vacuum has been created in the market. We aim to tap the existing customer base and the new set of customers. We believe that the construction equipment finance segment provides significant growth opportunity, and intend to increasingly focus on construction equipment finance as a distinct business segment.

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HISTORY, MAIN OBJECTS AND KEY AGREEMENTS

Brief background of our Company Our Company was incorporated as a public limited company under the provisions of the Act, by a certificate of incorporation dated June 30, 1979, issued by the ROC, Tamil Nadu, Chennai. Our Company commenced its operations, pursuant to a certificate of commencement of business dated October 9, 1979. Subsequently, our Company has obtained a certificate of registration dated September 4, 2000 bearing registration no. A-07-00459 issued by the RBI to carry on the activities of a NBFC under section 45 IA of the RBI Act, 1934, which has been renewed on April 17, 2007, (bearing registration no. 07-00459). The registered office of our Company is Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu 600004. Amalgamation of Shriram Investments Limited and Shriram Overseas Finance Limited with our Company The Honble High Court of Madras vide its order dated November 25, 2005, approved the scheme of arrangement and amalgamation of the erstwhile SIL, with our Company, (SIL Scheme of Merger). The appointed date for the SIL Scheme of Merger was April 1, 2005 and the record date for the purposes of re-organisation and issue of shares was December 21, 2005. The Honble High Court of Madras vide its order dated December 1, 2006, approved the scheme of arrangement and amalgamation of the erstwhile SOFL with our Company, (SOFL Scheme of Merger). The appointed date for the SOFL Scheme of Merger was April 1, 2005 and the record date for the purposes of re-organisation and issue of shares was February 9, 2007. Change in registered office of our Company The registered office of our Company was changed from 123, Angappa Naicken St., Chennai, Tamil Nadu - 600001 to Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu 600004 with effect from July 26, 2010. Main objects of our Company The main objects of our Company as contained in our Memorandum of Association are: To carry on and undertake business as Financiers and Capitalists, to finance operations of all kinds such as managing, purchasing, selling, hiring, letting on hire and dealing in all kinds of vehicles, motor cars, motor buses, motor lorries, scooters and all other vehicles; To undertake and carry on all operations and transactions in regard to business of any kind in the same way as an individual capitalist may lawfully undertake and carry out and in particular the financing Hire Purchase Contracts relating to vehicles of all kinds; To carry on and undertake business as Financier and Capitalists to finance operations of all kinds such as managing, purchasing, selling, hiring, letting on hire and dealing in all kinds of property, movable or immovable goods, chattels, lands, bullion; To undertake and carry on all operations and transactions in regard to business of any kind in the same manner as an individual capitalist may lawfully undertake and carryout and in particular financing hire purchase contracts relating to property or assets of any description either immovable or movable such as houses, lands, stocks, shares, Government Bonds; To carry on and become engaged in financial, monetary and other business transactions that are usually and commonly carried on by Commercial Financing Houses, Shroffs, Credit Corporations, Merchants, Factory, Trade and General Financiers and Capitalists; - 125 -

To lend, with or without security, deposit or advance money, securities and property to, or with, such persons and on such terms as may seem expedient; To purchase or otherwise acquire all forms of immovable and movable property including Machinery, Equipment, Motor Vehicles, Building, Cinema Houses, Animals and all consumer and Industrial items and to lease or otherwise deal with them in any manner whatsoever including resale thereof, regardless of whether the property purchased, and leased be new and/or used; To provide a leasing advisory counselling service to other entities and/or form the leasing arm for other entities; The Company shall either singly or in association with other Bodies Corporate act as Asset Management Company/Manager/Fund Manager in respect of any Scheme of Mutual Fund whether Open-End Scheme or Closedend Scheme, floated/ to be floated by any Trust/Mutual Fund (whether offshore or on shore)/ Company by providing management of Mutual Fund for both offshore and onshore Mutual Funds, Financial Services Consultancy, exchange of research and analysis on commercial basis; Constitute any trust and to subscribe and act as, and to undertake and carry on the office or offices and duties of trustees, custodian trustees, executors, administrators, liquidators, receivers, treasurers, attorneys, nominees and agents; and to manage the funds of all kinds of trusts and to render periodic advice on investments, finance, taxation and to invest these funds from time to time in various forms of investments including shares, term loans and debentures etc.; Carry on and undertake the business of portfolio investment and Management, for both individuals as well as large Corporate Bodies and/or such other bodies as approved by the Government, in Equity Shares, Preference Shares, Stock, Debentures (both convertible and non-convertible), Company deposits, bonds, units, loans obligations and securities issued or guaranteed by Indian or Foreign Governments, States, Dominions, Sovereigns, Municipalities or Public Authorities and/or any other Financial Instruments, and to provide a package of Investment/Merchant Banking Services by acting as Managers to Public Issue of securities, to act as underwriters, issue house and to carry on the business of Registrar to Public issue/various investment schemes and to act as Brokers to Public Issue; Without prejudice to the generality of the foregoing to acquire any share, stocks, debentures, debenture-stock, bonds, units of any Mutual Fund Scheme or any other statutory body including Unit Trust of India, obligations or securities by original subscription, and/or through markets both primary, secondary or otherwise participating in syndicates, tender, purchase, (through any stock exchange, OTC exchange or privately), exchange or otherwise and to subscribe for the same whether or not fully paid up, either conditionally or otherwise, to guarantee the subscription thereof and to exercise and to enforce all rights and powers conferred by or incidental to the ownership thereof and to advance deposit or lend money against securities and properties to or with any company, body corporate, firms, person or association or without security and on such terms as may be determined from time to time; To engage in Merchant Banking activities, Venture Capital, acquisitions, amalgamations and all related merchant banking activities including loan syndication; To carry on the business as manufacturers, Exporters, Importers, Contractors, Sub-contractors, Sellers, Buyers, Lessors or Lessees and Agents for Wind Electric Generators and turbines, Hydro turbines, Thermal Turbines, Solar modules and components and parts including Rotor blades, Braking systems, Tower, Nacelle, Control unit, Generators, etc. and to set up Wind Farms for the company and/or for others either singly or jointly and also to generate, acquire by purchase in bulk, accumulate, sell, distribute and supply electricity and other power (subject to and in accordance with the laws in force from time to time); To carry on business of an investment company or an Investment Trust Company, to undertake and transact trust and agency investment, financial business, financiers and for that purpose to lend or invest money and negotiate loans in any form or manner, to draw, accept, endorse, discount, buy, sell and deal in bills of exchange, hundies, promissory notes and other negotiable instruments and securities and also to issue on commission, to subscribe for, underwrite, take, acquire and hold, sell and exchange and deal in shares, stocks, bonds or debentures or securities of any Government or Public Authority or Company, gold and silver and bullion and to form, promote and subsidise - 126 -

and assist companies, syndicates and partnership to promote and finance industrial enterprises and also to give any guarantees for payment of money or performance of any obligation or undertaking, to give advances, loans and subscribe to the capital of industrial undertakings and to undertake any business transaction or operation commonly carried on or undertaken by capitalists, promoters, financiers and underwriters; To act as investors, guarantors, underwriters and financiers with the object of financing Industrial Enterprises, to lend or deal with the money either with or without interest or security including in current or deposit account with any bank or banks, other person or persons upon such terms, conditions and manner as may from time to time be determined and to receive money on deposit or loan upon such terms and conditions as our Company may approve provided that our Company shall not do any banking business as defined under the Banking Regulations Act, 1949; To carry on in India or elsewhere the business of consultancy services in various fields, such as, general, administrative, commercial, financial, legal, economic, labour and industrial relations, public relations, statistical, accountancy, taxation and other allied services, promoting, enhancing propagating the activity of investment in securities, tendering necessary services related thereto, advising the potential investors on investment activities, acting as brokers, sub-brokers, Investment Consultant and to act as marketing agents, general agents, sub agents for individuals/ bodies corporate/Institutions for marketing of shares, securities, stocks, bonds, fully convertible debentures, partly convertible debentures, Non-convertible debentures, debenture stocks, warrants, certificates, premium notes, mortgages, obligations, inter corporate deposits, call money deposits, public deposits, commercial papers, general insurance products, life insurance products and other similar instruments whether issued by government, semi government, local authorities, public sector undertakings, companies corporations, co-operative societies, and other similar organizations at national and international levels; To carry on the business of buying, selling of trucks and other CVs and reconditioning, repairing, remodelling, redesigning of the vehicles and also acting as dealer for the said vehicles, for all the second hand commercial and other vehicles and to carry on the business of buying, selling, importing, exporting, distributing, assembling, repairing and dealing in all types of vehicles including re-conditioned and re-manufactured automobiles, two and three wheelers, tractors, trucks and other vehicles and automobile spares, replacement parts, accessories, tools, implements, tyres and tubes, auto lamps, bulbs, tail light and head light bulbs, assemblies and all other spare parts and accessories as may be required in the automobile industry.

Key terms of our Material Agreements

(1)

Share subscription agreement dated February 2, 2006 & Amendment Agreement dated September 12, 2008 with Newbridge India Investments II Limited (New Bridge), our Promoter, Mr. R. Thyagarajan, Mr. T Jayaraman, Mr. AVS Raja and Shriram Financial Services Holdings Private Limited, (collectively Founders), Shriram Recon Trucks Limited, Shriram Holdings (Madras) Private Limited and SOFL Pursuant to the aforesaid agreement New Bridge has subscribed to 49.00% of the paid-up share capital of our Promoter, and our Promoter has subscribed to 2,44,78,681 (two hundred and forty four lac seventy eight thousand six hundred and eighty one) Equity Shares and 1,60,00,000 (one hundred and sixty lac) warrants of our Company. The salient features of the aforesaid agreement are as follows:

(i)

Board of Directors: Under the terms of the aforesaid agreement, our Board shall constitute of 12 (twelve) Directors of which two shall be nominees of New Bridge, two shall be nominees of Founders, two shall be nominees of UNO Investments and one nominee each of Citicorp and IREDA and the rest shall be independent directors. As on the date of this Draft Prospectus, UNO Investments, Citicorp and IREDA do not hold any equity shares in the paid up equity share capital of our Company, and consequently are not entitled to appoint any nominee on the board of directors of our Company. The Founders shall appoint the Managing Director. New Bridge and the Founders shall agree on a panel of not more than 10 (ten) independent directors, to be reconstituted every year. The directors nominated by New Bridge and the Founders shall have equal rights and privileges. Both New Bridge and Founders shall be entitled to nominate equal number of nominees on each committee of our Board. In the event that the size of the Board is increased beyond 12 directors, New Bridge and the Founders will each be entitled to appoint three directors on the Board. In the event that any shareholder having a right to nominate a director ceases to have such right, then the resulting vacancy shall be filled by the appointment of independent directors. In addition, New - 127 -

Bridge, on the one hand, and the Founders, on the other hand, are entitled to nominate an equal number of nominees on any committee of the Board. (ii) Quorum: The quorum for any meeting of the committee formed to take decisions on certain reserved matters, which require the specific consent of the respective nominees of New Bridge and the Founders shall be 2 (two) Directors, of which, one shall be the nominee of the New Bridge or the Founders, or both, as the case may be. Fundamental Issues: Certain reserved matters require the affirmative vote and/or prior consent of the directors nominated by New Bridge and the Founders on our Board or any committee thereof. These matters include, among others, any further issuance of any Equity Shares by our Company; acquisition of the assets of any other business; creation of a joint venture or partnership, or merger, demerger and consolidation or any other business combination; disinvestment in any subsidiary; appointment, removal and revision of the compensation of key personnel; capital expenditure in excess of ` 50 lacs; any amendment to the memorandum or articles of association of our Company; any amendment in the annual business plan of our Company; commencement of a new line of business; any changes to material accounting or tax policies; recommendation of or declaration of dividend or distribution of any kind; removal of the statutory or internal auditor; any bankruptcy, dissolution, insolvency, recapitalization, reorganization, assignment to creditors, winding up and/or liquidation; an increase or reorganization in the issued, subscribed or paid up equity or preference share capital; any connected person transaction; any amendment, modification or cancellation of the trademark license agreement (license and user agreement) between Shriram Capital Limited, as licensor, and our Company for the use of the "Shriram" brand and associated logos (which have subsequently been assigned by Shriram Capital Limited to Shriram Ownership Trust). In the event that the beneficial ownership of New Bridge in our Company, indirectly through our Promoter or directly, becomes greater than that of the Founders, then the number of reserved matters requiring the affirmative vote of the directors nominated by the Founders would be reduced; moreover, in such event, New Bridge shall also be entitled to appoint and remove the managing director (whether designated as managing director, CEO, COO or otherwise) and other key employees of our Company and of our Promoter. Exit: As an exit mechanism, New Bridge may, at any time after expiry of two years from September 12, 2008, require our Promoter to distribute the shares held by our Promoter in our Company amongst the Founders and New Bridge in proportion to their respective holdings in our Promoter; in the alternative, New Bridge may require the merger of our Promoter with our Company in order to effect such distribution. Moreover, within two years from September 12, 2008, New Bridge is entitled to acquire controlling interest in our Promoter from the Founders, subject to the payment of a call option price plus a control premium. The Company, the Founders and our Promoter Shriram Holdings (Madras) Private Limited have agreed to jointly and severally indemnify New Bridge in the event of any breach of the terms of such Share Subscription Agreement. Drag along rights: Drag along rights are also provided for in the Share Subscription Agreement. New Bridge is entitled, at any time after March 31, 2011 to require the Founders to sell all or part of the latter's shares or warrants in our Company or in our Promoter. In the event that New Bridge does not accept the purchase offer of a proposed purchaser as communicated by the Founders, New Bridge may in turn present the Founders with the terms of another purchase offer, which shall not provide for a lower purchase price. Certain rights enjoyed by New Bridge and the Founders under the aforesaid agreement shall extinguish upon sale and/or transfer, (other than to affiliates), of more than 50% of the fully diluted percentage beneficial ownership held by New Bridge or the Founders, as the case may be, in our Company. (2) Share Purchase Agreement dated March 28, 2007, with Ashley Transport Services Limited (ATSL), Ashok Leyland Limited and INDUSIND Bank and Shareholders Agreement dated March 28, 2007 with Ashok Leyland Limited, Ashley Investments Limited Ashley Holdings Limited (AL Group) and Ashley Transport Services Limited (ATSL), (collectively Joint Venture Agreements)

(iii)

(iv)

(v)

. Pursuant to the Joint Venture Agreements, our Company had acquired 4,00,000 (four lac) equity shares of ` 100/each of ATSL (at ` 45 per share), representing 40% (forty per cent) of the paid-up share capital of ATSL from the Sellers. However current holding of our Company in ATSL has reduced to 15% on account of transfer of shares to an associate company. The salient features of the Joint Venture Agreements are as follows: - 128 -

(i)

Board Composition: The board of directors of ATSL shall have 5 (five) members, of which 2 (two) members shall be the nominees of our Company and 3 (three) members shall be the nominees of the AL Group. AL Group shall be entitled to appoint the chairman of the board of directors of ATSL. Prior Consent of Sellers: The day to day affairs of ATSL shall be exercised by the chief executive officer to be appointed by AL Group with the consent of the board of directors of ATSL. No decision on certain fundamental issues relating to ATSL, as contemplated in the Joint Venture Agreements, shall be taken except with the affirmative vote of at least one nominee of our Company and/or its affiliates and one nominee of the AL group, respectively, on the board of directors of ATSL. Such fundamental issues inter-alia relate to change of name, amendment to memorandum and articles of association, changes in the capital structure, declaration of dividend, appointment of functional heads, any proposal for merger/ consolidation / reconstruction/ liquidation, change of auditors, change of accounting principles and policies, and approval of employment policies. Transfer of Rights: For a period of 3 (three) years neither party can transfer or assign its shares held in ATSL to any person other than an affiliate of such party. Thereafter, the party intending to sell shall give the other parties the right of first refusal with respect to the shares of ATSL proposed to be transferred. Non-Compete: Neither our Company nor the AL Group shall compete with the business of ATSL in India, during the term of the Joint Venture Agreement, and 3 (three) years from the time they cease to be a party thereto. However, the aforesaid restriction shall not apply to investments upto 24% (twenty four per cent) of the capital of any company. Agreement dated September 8, 2006 and Supplemental Agreement dated July 20, 2007 with UTI Bank Limited, (now known as Axis Bank Limited), (Axis Bank), in connection with Co-branded Credit Cards, (collectively referred to as Credit Card Agreement): Our Company has executed the Credit Card Agreement with Axis Bank, for jointly establishing a co-branded credit card programme for the issue of co branded credit cards, (Card), issued by Axis Bank which would bear trademarks, service marks and emblems, of (a) Axis Bank, (b) our Company, (c) VISA International, and (d) any other names, marks and/or logos which the parties may mutually agree upon. The salient features of the Credit Card Agreement are as follows:

(ii)

(iii)

(iv)

(3)

(i)

Co-branded Card Programme: The Card shall be in an agreed form which will conform to Axis Banks card design standards and the guidelines issued by VISA International from time to time. The design of the Card shall be subject to the prior approval of Axis Bank and shall conform to guidelines formulated by VISA international. Issue of the Card: The Cards shall be produced by Axis Bank at its own cost and expenses and shall be issued and owned by Axis Bank during the pendency of the Credit Card Agreement. Marketing and distribution: Our Company shall be primarily responsible for implementing the marketing plan and for sourcing of the new Card. The marketing plan shall be reviewed once in a year by both parties jointly to consider such improvements as may be necessary. Our Company shall be liable to bear all costs in connection with marketing of the Card. Assignment Agreement dated December 22, 2009 between GE Capital Services India and GE Capital Financial Services (collectively, the GE Entities) and our Company; (Assignment Agreement) Pursuant to the terms of an Assignment Agreement our Company has acquired with effect from December 24, 2009 from the GE Entities, on a non-recourse basis, a certain portfolio of receivables in connection with certain loan facilities relating to commercial vehicle loans and construction equipment loans (the GE Receivables), together with all right, title and interest therein under the relevant underlying loan and security documents relating to the GE Receivables as of November 28, 2009

(ii) (iii)

(4)

(5)

License Agreement dated April 1, 2010 between Shriram Ownership Trust, ( SOT) and our Company, (License Agreement): Pursuant to the License Agreement, SOT granted license to use the non exclusive copyright, relating to the existing artistic work SHRIRAM logo, (Copyright) assigned in the favour of SOT by Shriram Capital Limited, to our - 129 -

Company and to reproduce the said work, in connection with the business activities of our Company in the territory of India during the term of the Copyright. The salient terms of the License Agreement are as follows: (i) Consideration: A royalty of 0.25% on the gross turnover of our Company for the first year of the License Agreement will be paid by our Company to SOT. Royalty rates for the subsequent years will be decided mutually on or before April 1st of the respective financial years. Royalty will be paid by our Company to SOT with quarterly rates ending on June 30th, September 30th, December 31st and March 31st with effect from date of the License Agreement. Along with the royalty, our Company will also pay to SOT amounts by way of reimbursement of actual expenses incurred by SOT in respect of protection and defence of the Copyright. Duration: The License Agreement will remain in force for a period of three years and can be renewed thereafter by mutual consent. SOT may terminate the agreement if our Company breaches the provisions of the License Agreement and fails to remedy such breach within 60 days of notice of such breach. Arbitration: In case of dispute or difference arising between the SOT and our Company shall be referred to an arbitrator decided on a mutual consent and the decision of the arbitrator is final and binding on both the parties. The place of arbitration shall be in Chennai. Agreement dated August 21, 2010 between Shriram Capital Limited, (SCL) and our Company, (Agreement) Our Company has executed the Agreement with SCL in connection with grant of inter corporate loan to SCL or to any of its associates/ affiliates and the disbursements of loans thereof. The salient terms of the Agreement are: (i) Limit: The grant of loan by our Company to SCL or to any of its associates/ affiliates can be availed in one or more tranches, subject to total amount of net loan outstanding from SCL and/or its associates/affiliates to our Company, in aggregate shall not exceed ` 300 crores at any point of time. The aggregate of loan availed by SCL and/or its associates/affiliates shall not exceed the aggregate of the net worth of SCL as per the latest available audited balance sheet. Rate of interest: The rate of interest payable on the loan shall not be lower than the prevailing bank rate, being the standard rate made public under section 49 of Reserve Bank of India Act, 1934. Subject to the aforesaid conditions, the rate of interest shall be 11% per annum. Disbursement: The disbursement of loan shall be subject to availability of liquid funds with our Company at the relevant point of time. Pursuant to the terms of the Agreement, the terms and conditions laid down in the Agreement shall apply mutatis mutandis to the loan given by SCL to our Company.

(ii)

(iii)

(6)

(ii)

(iii)

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OUR MANAGEMENT Board of Directors The general superintendence, direction and management of our affairs and business are vested in our Board of Directors. We have not appointed any manager within the meaning thereof under the provisions of the Act. Currently, we have 10 (ten) Directors on our Board. Details relating to Directors
Name, Designation, Age and DIN Mr. Arun Duggal Non Executive Chairman Age: 64 DIN: 00024262 Nationality Indian/U.S. citizen (Dualcitizenship holder) Date of Appointment September 9, 2005 Address A-4, 3rd Floor, West End Colony, New Delhi 110021. (i) (ii) (iii) Other Directorships Zuari Industries Limited; Patni Computers Systems Limited; Ecron Acunova Limited;( Name change from Manipal Acunova ltd.); (iv) Info Edge (India) Limited ; (v) Jubiliant Energy N.V, Canada; (vi) Shriram Properties Limited; (vii) Dish TV India Limited; (viii) Shriram City Union Finance Limited; (ix) Mundra Port and Special Economic Zone Limited; (x) Shriram EPC Limited; (xi) Motrice Limited, Singapore; (xii) FIL Fund Management Private Limited; (xiii) Carzonrent (India) Private Limited; (xiv) The Bellwether Microfinance Fund Private Limited; (xv) International Asset Reconstruction Company Private Limited; (xvi) Blackstone Investment Company Private Limited; (xvii) Tanglewood Financial Advisors Private Limited; (xviii) Shriram Capital Limited; and (xix) Jubiliant Energy N.V, Netherlands (i) Shriram Chits (Maharashtra) Limited; (ii) Ashley Transport Services Limited; (iii) Shriram Holdings (Madras) Private Limited; and (iv) Shriram Equipment Finance Company Limited (i) Galada Finance Limited; (ii) Shriram City Union Finance Limited; (iii) Shriram Housing Finance & Development Company Limited; (iv) Novochem Laboratories Limited; (v) Madras Shoe Fabric Company Limited; (vi) Shriram Credit Company Limited; (vii) Shriram Trade Finance Limited; (viii) Shriram Industrial Holdings Private Limited; (ix) Shriram Exports Private Limited; (x) Ranjani Enterprises Private Limited; (xi) Charukesi Investments Private

Mr. R. Sridhar Managing Director Age: 52 DIN: 00136697

Indian

September 14, 2000

Bungalow No. 33, Atur Park, VN Purav Marg, Chembur, Mumbai 400071.

Mr. S. Venkatakrishnan Indian Non Executive Director Age: 81 DIN: 00136608

July 28, 2000

34, Oliver Road, Mylapore, Chennai 600004, Tamil Nadu.

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Name, Designation, Age and DIN

Nationality

Date of Appointment

Address

Other Directorships Limited; (xii) Road Safety Club Private Limited; (xiii) Rambal Properties Private Limited; (xiv) Shriram Investments Holdings Limited; (xv) Shriram Overseas Investment Private Limited (Formerly Dhanashri Investments Private Limited); (xvi) Bilahari Enterprises Private Limited; (xvii) Celinda Finance and Investment Company Private Limited; and (xviii) Alagiri Spinning and Weaving Mills Private Limited (i) Sewa Finance Limited; (ii) Ishuta Electronics (India) Limited; (iii) Bafna Motors (Mumbai) Private Limited; (iv) Bafna Motors (Ratnagiri) Private Limited; (v) Bafna Motors Private Limited; (vi) Kishor Transport Services Private Limited; (vii) Rushabh Motors Private Limited; (viii) Bafna Aviation Private Limited; (ix) BNB Containers Private Limited; (x) Urjayant Estate Private Limited; (xi) Bafna Health Care Private Limited; and (xii) Toyota Logistic Kishor India Private Limited

Mr. S. M. Bafna Non-Executive and Independent Director Age: 49 DIN: 00162546

Indian

September 9, 2005

22, Gobind Mahal, 86 B, Marine Drive, Mumbai 400020.

Mr. M. S. Verma Non-Executive and Independent Director Age: 72 DIN: 00115431

Indian

October 26, 2006

A 55, Belvedere Park, DLF City, Phase III, Gurgaon 122002, Haryana.

(i) (ii) (iii) (iv) (v) (vi) (vii)

Mr. Adit Jain Non-Executive and Independent Director Age: 50 DIN: 00835144

Indian

October 26, 2006

Kachnar House, F 63, Radhe Mohan Drive, Gadaipur Bund Road, Chattarpur, Mehrauli, New Delhi 110074.

(i) (ii) (iii) (iv) (v) (vi) (vii)

Visa Steel Limited; Visa Power Limited; T.K. International Private Limited; Asian Heart Institute and Research Centre Private Limited; International Asset Reconstruction Company Private Limited; Moser Baer Projects Private Limited; and Shriram Equipment Finance Company Limited International Market Assessment India Private Limited; IMA Corporate Advisory Services Private Limited; EIU India Private Limited; PR Pundit Public Relations Private Limited; Mahanagar Telephone Nigam Limited; Indosolar Limited; and Engineers India Limited

Mr. M. M. Chitale Non-Executive and Independent Director

Indian

October 26, 2006

4/46, Vishnu Prasad Society, Vile Parle (East), Mumbai 400057.

(i) (ii) (iii) (iv)

ASREC (India) Limited; Larsen & Toubro Limited; Ram Ratna Wires Limited; Itz Cash Card Limited;

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Name, Designation, Age and DIN Age: 61 DIN: 00101004

Nationality

Date of Appointment

Address (v)

Other Directorships ONGC Mangalore Petrochemicals Limited; (vi) ONGC Petro Additions Limited; (vii) Essel Propack Limited; (viii) Foseco India Limited; (ix) Principal PNB Asset Management Company Private Limited; and (x) L&T General Insurance Company Limited

Mr. Puneet Bhatia Non-Executive Director and Nominee of Newbridge India Investments II Limited Age: 44 DIN: 00143973 Mr. S. Lakshminarayanan Non-Executive and Independent Director Age: 64 DIN: 02808698 Mr. Ranvir Dewan Non-Executive Director and Nominee of Newbridge India Investments II Limited Age: 57 DIN: 01254350

Indian

October 26, 2006

214 B Aralias Apartments, DLF PH- V Old Golf Club, Gurgaon, Haryana 122 009.

(i) (ii)

TPG Capital India Private Limited; and Shriram Holdings (Madras) Private Limited

Indian

September 22, 2009

33 Paschimi Marg, First Floor, Vasant Vihar, New Delhi 110057

(i) (ii) (iii) (iv) (v) (i) (ii)

Foreign

October 26, 2006

41, Ewe Boon Road, # 11-41, Crystal Tower, Singapore-259335.

Sun Group Enterprises Private Limited; Biopure Healthcare Private Limited; ELCOM Systems Private Limited; Shriram Life Insurance Company Limited; and Shriram Automall India Limited PT Bank Tabunean Pensiunan Nasional (Indonesia); and Shriram City Union Finance Limited

Profile of Directors Mr. Arun Duggal - Chairman Mr. Arun Duggal is the non-executive Chairman of our Board. Mr. Duggal holds a Bachelors degree in Mechanical Engineering from the Indian Institute of Technology, Delhi and a Masters degree in Business Administration from the Indian Institute of Management, Ahmedabad. Mr. Duggal is an experienced international banker and has an experience of approximately 33 years in the banking and finance industry. He has advised companies on financial strategy, mergers and acquisitions and on various means of capital raising. He is on the Board of Directors of Jubiliant Energy. Netherlands (Chairman of Audit Committee), Patni Computers (Chairman of Audit Committee), Fidelity Fund Management, Ecron Acunova, Zuari Industries, Info Edge (Chairman of Audit Committee), Dish TV, Mundra Port, Motrice Limited (Singapore) (Chairman of Audit Committee), Shriram City Union Finance Limited, Shriram Capital Limited and others. He is also a member of the Investment Committee of Axis Private Equity. He had a distinguished career with Bank of America for 26 years in the US, Hong Kong, Japan, Philippines, etc. He was the Chief Executive of Bank of America in India from 1998 to 2001. Currently, he is a visiting faculty at the Indian Institute of Management, Ahmedabad and teaching Venture Capital.

- 133 -

Mr. R. Sridhar Managing Director Mr. R. Sridhar is a fellow member of the Institute of Chartered Accountants of India. He joined Shriram in 1985 and was later promoted as President of the company in 1994. He was co-opted as an Additional Director and appointed as the Managing Director of the company in September 2000 and was reappointed as the Managing Director in 2005 and 2010. Mr. Sridhar has over two decades of experience in the financial service sector, especially in commercial vehicle financing. He also holds the directorships of Shriram Holdings (Madras) Private Limited and Shriram Chits (Maharashtra) Ltd. He is also the General Secretary of the Western India Hire Purchase Association and Vice President of Federation of Indian Hire Purchase Association. He is a member of Finance Industry Development Council. Mr. Sridhar participates in social activities and is actively associated with Shri Shanmukhananda Fine Arts & Sangeetha Sabha, Mumbai and Srikrishna Gana Sabha, Chennai. He is the recipient of Ernst & Youngs entrepreneur of the year Manager Award 2011 and Business Achiever Award from Institute of Chartered Accountants of India (ICAI) for the year 2010-2011. Mr. Puneet Bhatia Mr. Puneet Bhatia is Managing Director and Country Head - India for TPG Asia. Prior to joining TPG Asia in April 2002, Mr. Bhatia was Chief Executive, Private Equity Group for GE Capital India (GE Capital), where he was responsible for conceptualizing and creating its direct and strategic private equity investment group. As Chief Executive, he handled a portfolio of almost a dozen companies including TCS, Patni Computers, BirlaSoft, Sierra Atlantic, iGate, Indus Software and Rediff. He was also responsible for consummating some of GE Capitals joint ventures in India. Prior to this, Mr. Bhatia was with ICICI Bank Limited from 1990 to 1995 in the Project and Corporate Finance group and thereafter worked as Senior Analyst with Crosby Securities from 1995 to 1996 covering the automobiles and consumer sectors. Mr. Bhatia is a native of and is based in India and currently serves as Director on the Board of Shriram Transport Finance. Mr. Bhatia has a B.Com Honors degree from the Sriram College of Commerce, Delhi and an M.B.A. from the Indian Institute of Management, Calcutta.

Mr. S. M. Bafna Mr. S. M. Bafna is a non-executive Director on our Board. Mr. Bafna is a science graduate from Bombay and began his career in the year 1984. Mr. Bafna has over 25 years of experience in the automobile industry. He thereafter started independent dealership of Tata Motors at Ratnagiri, Maharastra in the year 1995 and Mumbai dealership in the year 2001. His company has been one of the leading dealers for Tata Motors Limited. He also holds dealerships of vehicles manufactured by Honda, Hyundai and Maruti Udyog Limited. . Mr. M. S. Verma Mr. M. S. Verma is a non-executive Director on our Board. A career banker, with over fifty years of experience in banking and finance, Mr. Verma retired as the Chairman of Indias largest commercial bank, State Bank of India in 1998 and has since then served as advisor to the RBI, non-executive Chairman, IDBI Bank and Chairman of the Countrys Telecommunication Regulatory Body, the Telecom Regulatory Authority of India (TRAI). Currently, he is on the Board of Directors of several public and private limited companies and is a member of governing Board/Council/Committees of educational and research institutions of national and international importance like the National Council of Applied Economic Research (NCAER) and Jawaharlal Nehru University (JNU). Mr. M. M. Chitale Mr. M. M. Chitale is a non-executive Director on our Board. Mr. Chitale holds a bachelors degree in Commerce and is a qualified chartered accountant and a fellow member of the Institute of Chartered Accountants of India. Mr. Chitale has over 35 years of experience as a practicing chartered accountant. He was the president of the Institute of Chartered Accountants of India during 1997-98 and a member of International Auditing Practices Committee of the International Federation of Accountants from January 1998 to June 2000. He was nominated by SEBI as a public representative director on the BSE from October 1998 to July 2000. Currently, Mr. Chitale is a partner in Mukund M. Chitale & Co.

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Mr. S. Venkatakrishnan Mr. S. Venkatakrishnan is a non-executive Director on our Board. Mr. Venkatakrishnan is a post graduate in Mathematics from Madras University. Mr. Venkatakrishnan is a member of the Indian Audit and Accounts Service, Government of India, where he has held senior positions in the Finance, Audit & Accounts department of the Government and other Public Undertakings. He also functioned as BIFR Director in several companies for a period of five years. He has been an advisor to our Company for over ten years. Mr. Ranvir Dewan Mr. Ranvir Dewan is a Non-Executive Director on our Board. Mr. Dewan holds a B.Com (Hons) degree from Shriram College of Commerce, Delhi University, India. He is a fellow member of the Institute of Chartered Accountants in England & Wales (FCA) and a member of the Canadian Institute of Chartered Accountants (CA). Mr. Dewan represents Newbridge India Investments II Limited on our Board. He has over 30 years of experience in the finance and investment sector. Mr. Dewan joined TPG-Newbridge Capital in July 2006 and is currently the Head of Financial Institutions Group Operations. Previously, he was Executive Vice President and Chief Financial Officer of Standard Chartered First Bank in Seoul, Korea. He has also spent over thirteen years at Citibank in various senior positions in its international businesses. In his previous assignment, he was Vice President and Regional Financial Controller of Citibanks Global Consumer Bank with responsibilities covering 11 countries in the Asia Pacific region. He has also held senior positions with KPMG in Canada and England where he specialized in the audits of financial institutions. Mr. Dewan serves on the Boards of Shriram City Union Finance Limited in Chennai, India and PT Bank Tabunean Pensiunan Nasional Tbp (BTPN) in Jakarta, Indonesia and is a member of the Audit and Risk Committees of Bank BTPN. Mr. Dewan is an advisor of Taishin Financial Holdings. Mr. Adit Jain Mr. Adit Jain is the Chairman of IMA India. Previously, Mr. Jain worked with Lazard India, an investment bank as Vice President and Head of Mergers & Acquisitions. He has advised several multinational corporations towards the development of their India strategy and has deposed as an expert witness at commercial litigations in the United States and in Parliamentary proceedings in India and Australia. He provides briefings to boards of major international corporations and is a frequent speaker at emerging market seminars. Mr. Jain has over the years authored over five hundred articles and papers in the domain of politics, international affairs, foreign policy, the environment and business practices and is a leading commentator on the economic role of governments. He is the Editor of IMAs Quarterly India Update, CFO Connect magazine and the firms principal economic commentator. Mr. Adit Jain chairs IMA Indias CEO Forum which has over 750 corporations on a retainer relationship and Chairman of IMAs service for senior finance professionals the CFO Forum which has over 650 member firms. He is a non-executive director is a non-executive Director on the Corporate Board of the Sanmar Group; Shriram Transport Finance Company Limited; Mahanagar Telephone Nigam Ltd; Engineers India Ltd, Indosolar Limited, PR Pundit Public Relations Limited and BMR Associates. He is a member of the Board of Trustees of the Centre for Civil Society and the Adit Jain Foundation. Previously, he worked in the United Kingdom with Wild Barnsley Engineering and Stag Holdings Plc. Mr. Jain has a bachelors degree in mechanical engineering from the Birla Institute of Technology, India and a masters degree in business administration from the Henley Management College, UK. Mr. S. Lakshminarayanan Mr. S. Lakshminarayanan is a non-executive Director on our Board. He holds masters degree in Science in Chemistry and post graduate diploma from University of Manchester (U.K.) in Advanced Social & Economic Studies. Mr. Lakshminarayanan is a member of the Indian Administrative Service (IAS-retired) and as such held several senior positions in the Ministry of Home Affairs, Ministry of Communications and Information Technology, Ministry of Information and Broadcasting of the Government of India and in the Department of Tourism, Culture and Public Relations, Department of Mines, Mineral Resources, Revenue and Relief and Rehabilitation of the Government of Madhya Pradesh. He has served as the Managing Director of the State Apex Cooperative Bank and Cooperative Oilseed Growers Federation Limited and has served as Director on the Board of Directors of several Public Sector Undertakings in the State of Madhya Pradesh. Currently, he is on the Board of Sun Group Enterprises Private Limited, Shriram Automall India Limited, Shriram Life Insurance Company Limited, and others. - 135 -

Remuneration of the Directors The independent directors are paid sitting fees for attending the various meetings of the Board and of the Committees of the Board as under: Meeting Meetings of the Board Meetings of any committee of the Board Appointment and Remuneration of the Managing Director Mr. R. Sridhar, has been re-appointed as the managing director of our Company for a period of 5 (five) years with effect from September 15, 2010, pursuant to a resolution of the shareholders of our Company passed at their AGM held on June 15, 2010. The current remuneration payable to our managing director, as authorised by an ordinary resolution passed by the shareholders of our Company at their general meeting held on June 15, 2010, is as follows: A. (i) Remuneration: Salary: Subject to the provisions of the Act, our managing director shall be entitled to a salary of ` 2,25,000/(Rupees two lac twenty five thousand only) per month, with an annual increase of 10% (ten percent); Commission: Our managing director is entitled to such percentage of commission (in addition to salary and perquisites) calculated with reference to the net-profits of our Company, in accordance with section 349 and section 350 of the Act for each Financial Year, as may be fixed by our Board of Directors, which together with the salary and monetary value of the perquisites shall not exceed the ceiling as provided in section 309 of the Act; Perquisites: Housing- Rent free accommodation owned/leased/rented by our Company or housing allowance in lieu thereof as per the rules of our Company. Payment of water, gas, electricity and furnishing charges for residence, to be valued in accordance with Income Tax Rules, subject to a maximum of 10% of the salary. Medical Reimbursement- Reimbursement of medical, surgical and hospitalisation expenses for the Managing Director and family subject to a maximum of ` 1,00,000/- per annum. Leave travel concession for the Managing Director and family, subject to a maximum of ` 2,00,000/- per annum. Personal accident/ Group Insurance- The annual premium not to exceed ` 4,000/Club fees- Subscription limited to a maximum of two clubs. No life membership or admission fees shall be paid by our Company. All official expense in connection with such membership incurred would be reimbursed by our Company. Expenditure on official entertainment would be on our Companys account. Overall limit per Director (`) 20,000/15,000/-

(ii)

B. (i)

(ii)

(iii)

(iv) (v) (vi)

(vii)

- 136 -

(viii)

Contribution to Provident Fund, Superannuation Fund or Annuity Fund- As per the rules of our Company. These will not be considered or included for the computation of ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961. Gratuity not exceeding half a months salary for each completed year of service. Encashment of leave at the end of the tenure- As per the rules of our Company. Companys car with driver for use on Companys business and maintenance expenses thereon. Free telephone at residence. Employees Stock Option- As may be decided by the Remuneration and Compensation Committee/ Board of Directors from time to time according to the ESOP Scheme of our Company. Leave as per our Companys Rules. Newspaper and periodicals- As per the companys rules. Other terms- As per the companys Rules, and as may be agreed to by the Board from time to time. Personal long distance calls on telephone and use of car for private purpose shall be charged to the Managing Director. Those mentioned under viii, ix and x above will not be considered or included for the computation of ceiling on perquisites. Other Applicable Terms: The Managing Director shall not be paid any sitting fees for attending General Meetings and Meetings of the Board or Committee thereof. In the event of absence or inadequacy of profits in any financial year, the Managing Director will be paid the above remuneration (except commission) as minimum remuneration subject to the overall ceilings laid down in Section II of Part II of Schedule XIII of the Act. The Board may revise the existing or allow any other facilities/perquisites from time to time, within overall ceiling limits. The Managing Director is not liable to retire by rotation.

(ix) (x) (xi) (xii) (xiii)

(xiv) (xv) (xvi) (xvii)

C. 1.

2.

3.

4.

For further details refer to the section titled Material Contracts and Documents for Inspection beginning on page 247 this Draft Prospectus. Borrowing Powers of the Board Pursuant to resolution passed by the shareholders of our Company at their AGM held on July 24, 2009 and in accordance with provisions of Section 293 (1)(d) of the Act, the Board has been authorised to borrow sums of money as they may deem necessary for the purpose of the business of our Company upon such terms and conditions and with or without security as the Board of Directors may think fit, provided that money or monies to be borrowed together with the monies already borrowed by our Company (apart from temporary loans (including working capital facilities) obtained from our Companys bankers in the ordinary course of business) shall not exceed ` 3,00,00,00,00,000 (Rupees Thirty Thousand Crores only). - 137 -

The Company has issued a notice dated April 29, 2011 calling its annual general meeting where the aforesaid authorised borrowing limits, subject to the passing of relevant resolutions by the members of our Company in this regard, are proposed to be increased to ` 4,00,00,00,00,000, (Rupees Forty Thousand Crores only). Interest of the Directors All the directors of our Company, including our independent directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them. All the non-executive independent directors of our Company are entitled to sitting fees for every meeting of the board or a committee thereof. The managing director of our Company is interested to the extent of remuneration paid for services rendered as an officer or employee of our Company. All the directors of our Company, including independent directors, may also be deemed to be interested to the extent of Equity Shares, if any, held by them or by companies, firms and trusts in which they are interested as directors, partners, members or trustees and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. All our directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company in which they hold directorships or any partnership firm in which they are partners as declared in their respective declarations. Except as otherwise stated in this Draft Prospectus and statutory registers maintained by our Company in this regard, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Prospectus in which the directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements which are proposed to be made with them. Our Companys directors have not taken any loan from our Company. Debenture holding of Directors: Details of the debentures held in our Company by our Directors, as on May 27, 2011 are provided in the table given below: Name of Director Mr. R. Sridhar Mr. S. Venkatakrishnan Changes in the Directors of our Company during the last three years: The Changes in the Board of Directors of our Company in the three years preceding the date of this Draft Prospectus are as follows: Name of the Director Mr. Sanjay Kukreja Mr. Ravindra Bahl Dr. T.S. Sethurathnam Mr. S Lakshminarayanan Date of Change March 30, 2009 November 19, 2009 November 11, 2009 September 22, 2009 Reason Resigned as a Director Resigned as Director Resigned as Director Appointed as an Additional Director Number of debentures held 1,705 50

Shareholding of Directors, including details of qualification shares held by Directors As per the provisions of our MOA and AOA, Directors are not required to hold any qualification shares. Details of the shares held in our Company by our Directors, as on May 27, 2011 are provided in the table given below: - 138 -

Sr. No. 1 2. 3.

Name of Director Mr. R. Sridhar Mr. S. M. Bafna Mr. S.Venkatakrishnan

Number of shares held 82,280 1,200 4,448

Percentage of the total paid-up capital (%) 0.04 0.00 0.00

Corporate Governance Our Company has been complying with the requirements of the applicable regulations, including the listing agreement with the Stock Exchanges where our securities are listed and the SEBI Regulations, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Boards supervisory role from the executive management team and constitution of the Board Committees, as required under law. The Board is constituted in compliance with the Companies Act , the listing agreement with Stock Exchanges where our securities are listed and in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. The executive management of our Company provides the Board detailed reports on its performance periodically. Details of various committees of the Board Our Company has constituted the following committees: A. Audit Committee

The members of the Audit Committee as on March 31, 2011 are: 1. 2. 3. 4. Mr. M. S. Verma - Chairman Mr. Puneet Bhatia Mr. M. M. Chitale Mr. S. M. Bafna

The terms of reference of the Audit Committee, inter alia, include: Overseeing the financial reporting process. To ensure proper disclosure in the quarterly, half yearly and Annual financial statements. To recommend appointment, re-appointment of Auditors and the fixing of their remuneration. Approval of payment to Statutory Auditors for any other services rendered by them. Reviewing, with the management, the financial statements before submission to the Board. Reviewing, with the management, performance of Statutory and Internal Auditors, adequacies of the internal control systems. Reviewing the adequacy of internal audit function including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. Discussing with Internal Auditors on any significant findings and follow up there on. Reviewing the findings of any internal examinations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. - 139 -

B.

Discussing with Statutory Auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern. To discuss with management, the senior internal audit executives and the Statutory Auditor/s our Company's major risk exposures and guidelines and policies to govern the processes by which risk assessment and risk management is undertaken by our Company, including discussing our Companys major financial risk exposures and steps taken by management to monitor and mitigate such exposures and from time to time conferring with another Committee/s of the Board about risk exposures and policies within the scope of such other Committees oversight. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors, if any. To review the functioning of the Whistle Blower Mechanism. Approval of appointment of CFO (i.e. the whole-time Financing Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc of the candidate. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. To review the financial statements, in particular, the investments made by the unlisted subsidiary company/ies. Remuneration and Compensation Committee

The members of the Remuneration and Compensation Committee as on March 31, 2011 are: 1. 2. 3. 4. Mr. Adit Jain - Chairman Mr. Puneet Bhatia Mr. M. M. Chitale Mr. S. M. Bafna

The terms of reference of the Remuneration and Compensation Committee, inter alia, include: The Committee is responsible for assisting the Board of Directors in the Boards overall responsibilities relating to determination on their behalf and on behalf of the shareholders with agreed terms of reference, our Companys policy on specific remuneration packages and any compensation payment for Managing Director, Whole-time Directors and Executive Directors. The role of the Committee includes: To provide independent oversight of and to consult with management regarding our Companys compensation, bonus, pension, and other benefit plans, policies and practices applicable to our Companys executive management. To develop guidelines for and annually review and approve (a) the annual basic salary, (b) the annual incentive and bonus, including the specific goals and amount, and (c) equity compensation for the Managing Director and the other executive officers of our Company. To review and approve (a) employment agreements, severance arrangements and change in control agreements/provisions, and (b) any other benefits, compensation or arrangements, for the Managing Director and the other executive officers of our Company.

Further, the Committee is responsible for assisting the Board of Directors in the Boards overall responsibilities relating to the ESOP including, administration of our Companys stock incentive plans, and other similar incentive plans, and interpret and adopt rules for the operation thereof. The Committees responsibility also covers establishment of guidelines for and approval of the grant of stock options to key employees, officers and directors of our Company, including determination of the number of shares to be covered by each option, whether the option will be an incentive stock option or otherwise, and the vesting schedule for such options. C. Shareholders and Investors Grievance Committee

The members of the Shareholders and Investors Grievance Committee as on March 31, 2011 are: 1. 2. Mr. S. Lakshminarayanan - Chairman Mr. R. Sridhar - 140 -

The terms of reference of the Shareholders and Investors Grievance Committee, inter alia, include: The Committee is responsible for assisting the Board of Directors in the Boards overall responsibilities relating to attending to and redressal of the grievances of the shareholders and the investors of our Company. The Committee in particular looks in to: The listing of securities on stock exchanges. The shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividends and matters related thereto. The matters that can facilitate better investor services and relations. Attending to investors' queries and complaints regarding transfer, dividend, annual reports, etc Attending to complaints of investors routed by SEBI/Stock Exchanges/RBI. The amounts transferable to Investor Education and Protection Fund. The profile of investors. Taking decisions in connection with issue of global depository receipts, and The secretarial audits. Asset liability Management Committee

D.

The members of the Asset liability Management Committee as on March 31, 2011 are: 1. 2. 3. Mr. R. Sridhar - Chairman Mr. Ranvir Dewan Mr. Parag Sharma

The terms of reference of the Asset Liability Management Committee, inter alia, include: The committee is responsible for assisting the Board of Directors in Balance Sheet planning from risk return perspective including the strategic management of interest and liquidity risk. Its functions include: E. Liquidity risk management Management of market risk Funding and capital planning Profit planning and growth projection Forecasting and analysing future business environment and preparation of contingency plans Banking and Finance Committee

The members of the Banking and Finance Committee as on March 31, 2011 are: 1. 2. 3. Mr. R. Sridhar - Chairman Mr. V. N. Kelkar Mr. Parag Sharma - 141 -

The terms of reference of the Banking and Finance Committee, inter alia, include: The Banking and Finance Committee has been formed to monitor resources mobilisations and to ensure efficient and timely decisions on the matters relating to banking and finance activities of our Company. The Committee meets regularly to discharge its functions. Payment of benefits and profit-share to Employees Except entitlement to stock options under the ESOP, and payments in accordance with the terms of appointment of our employees, we have not paid or granted any amounts or benefits to our employees, in the two years preceding the date of this Draft Prospectus. Our employees are not entitled to any share in the profits of our Company.

- 142 -

OUR PROMOTER Profile of our Promoter Our Promoter is Shriram Holdings (Madras) Private Limited. Shriram Holdings (Madras) Private Limited was incorporated as a private limited company under the Act, with the name Rambal Holdings Private Limited, vide a certificate of incorporation dated April 19, 1993 issued by the ROC, Tamil Nadu. Subsequently, the name of our Promoter was changed to Shriram Holdings (Madras) Private Limited and a fresh certificate of incorporation dated February 11, 1994 was issued by the Registrar of Companies, Tamil Nadu. The registered office of our Promoter is located at Mookambika Complex, No.4, Lady Desika Road, Mylapore, Chennai 600 004. Our Promoter is primarily engaged in the business of holding shares and investments in our Company. Our Promoter has not been named or set out as a promoter of any other company in any offer document, filing with stock exchange(s) or with any regulatory and/or statutory authorities. Further, besides holding shares of our Company, our Promoter does not directly or indirectly hold shares in the share capital of any company. There are no common pursuits between our Company and our Promoter. Interest of Promoter in our Company Except as stated under the section titled Financial Information beginning on page 149 of this Draft Prospectus and to the extent of their shareholding in our Company, the Promoter does not have any other interest in our Companys business. Further, our Promoter has no interest in any property acquired by our Company in the last two years from the date of this Draft Prospectus, or proposed to be acquired by our Company. Our Promoter does not propose to subscribe to this Issue. Other than the payment of dividend on the shares held by our Promoter in the share capital of our Company, and issue of the following Equity Shares and warrants convertible into Equity Shares, interest paid on Inter-corporate Deposit, we have not paid or granted any amounts or benefits, in the two years preceding the date of this Draft Prospectus. Details of Shares allotted to our Promoter during the last three Financial Years Sr. No. 1. Nature of Transaction Conversion of Warrants issued on December 14, 2007 Date of allotment June 12, 2009 No. of Securities 80,00,000 Issue Price (`) ` 300/-

Shareholding Pattern of our Promoter as on May 27, 2011: Sr. No. 1. 2. 3. Total Board of directors of our Promoter as on May 27, 2011 1. 2. 3. Mr. D.V. Ravi Mr. G.V. Raman Mr. R. Sridhar - 143 Name of Shareholder Shriram Capital Limited Newbridge India Investments II Limited Tanglewood Financial Advisors Private Limited No. of Shares 1,86,56,419 1,82,22,639 3,10,000 3,71,89,058 Percentage Shareholding(%) 50.17 49.00 0.83 100.00

4. 5. 6.

Mr. Amol Jain Mr. Daniel A. Carroll Mr. Puneet Bhatia

Changes in the board of directors There have been no changes in the board of directors of our Promoter in the last three years preceding the date of this Draft Prospectus. Financial Performance of our Promoter for the last three financial years (` in Lacs)
Particulars Balance Sheet SOURCES OF FUNDS Shareholder Funds: Share Capital Reserves and Surplus Total APPLICATION OF FUNDS Investments Deferred Tax Asset (Net) Current Assets Cash and Bank Balances Loans & Advances Less: Current Liabilities Net Current Assets Total Profit and Loss Account INCOME Dividend Income Interest Received Total EXPENDITURE Interest Paid Administrative Expenses Audit Fees Total Net Profit Before Tax Add: Provision for Deferred Tax Less : Provision for -Taxation Net Profit After Tax FY 2008 FY 2009 FY 2010

3,138.11 79,266.66 82,404.77

3,138.91 83,754.73 86,893.64

3,718.91 1,00,767.83 1,04,486.73

82,291.21 44.40 159.49 43.82 134.15 69.16 82,404.77

82,291.21 51.79 180.44 4,387.50 17.30 4,550.64 86,893.64

1,03,891.21 18.85 515.72 93.74 32.79 576.67 1,04,486.73

2,561.15 47.36 2,608.51

4,355.06 150.09 4,505.15

5,602.29 96.90 5,699.19

131.70 1.07 0.10 132.87 2,475.64 1.08 2,476.72

1.70 31.02 0.17 32.89 4,472.26 7.39 14.77 4,464.88

0.00 11.24 0.20 11.44 5,687.75 32.94 14.97 5,639.84

- 144 -

Particulars Balance brought down from Previous Year Less: Prior Period Tax Less: Dividend Paid Less: Transferred to General Reserve Surplus carried over to Balance Sheet

FY 2008 1682.31 4,159.03

FY 2009 4,159.03 8,623.91

FY 2010 8,623.91 8.09 5,438.66 563.18 8,253.83

- 145 -

OUR SUBSIDIARIES As on the date of this Draft Prospectus our Company has the following two subsidiaries: 1. Shriram Equipment Finance Company Limited, (SEFCL): SEFCL was incorporated pursuant to a certificate of incorporation dated December 15, 2009 issued by the Registrar of Companies, Chennai, Tamil Nadu, and having its registered office situated at Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu, India - 600004. Shareholding Pattern: As on the date of this Draft Prospectus the shareholding pattern of SEFCL is as follows:
Sr. No. Name of Shareholder Address No. Of Equity Shares Face value of Equity Shares in (`) ` 10 Percentage of Equity Share capital (%) 99.99 No. Of Compulsory Convertible Preference Shares 1,50,00,000 Face value of Compulsory Convertible Preference Shares 100

1.

Shriram Transport Finance Company Limited Mr. Raymond Rebello on behalf and for the benefit of our Company Mr. CVT Chari on behalf and for the benefit of our Company Ms. Reena Mehra on behalf and for the benefit of our Company Ms. Smita Shetty on behalf and for the benefit of our Company Mr. Anil Kumar Ramachandran on behalf and for the benefit of our Company Mr. Vikram Prasad Seth on behalf and for the benefit of our Company

2.

3.

4.

5.

6.

7.

Wockhardt Towers, Level-3, West Wing, C-2, G Block, Bandra Kurla Complex, Bandra (East) B-108, Ankoor Apt, Rambaug Lane No. 2, Bhujbalwadi, Kalyan (West), Thane - 421301 Flat 1, 3 Floor, B-5 Shivam CHS, Ph Sector 6, Nerul, Navi Mumbai, 400706 1541/12, Katra Sher Singh, Near Regent Cinema, Amritsar Punjab 143006 B-32, Agastya, Sector V, Shrushti Complex, Mira Road, Thane 401104 B-101, Gangotri Sadan, CHS, Sector 12, Khanda colony, New Panvel, Navi, Mumbai 410206 102, Pearl Plot, 6/1, Sector 12-A, Bhonkode Kopar Khairane, Navi Mumbai - 400709

99,99,940

10

10

10

10

10

10

10

10

10

10

10

10

- 146 -

Sr. No.

Name of Shareholder

Address

No. Of Equity Shares

Face value of Equity Shares in (`) `

Percentage of Equity Share capital (%)

Total

1,00,00,000

No. Of Compulsory Convertible Preference Shares 1,50,00,000

Face value of Compulsory Convertible Preference Shares

Board of Directors: The board of directors of SEFCL comprises of the following persons: 1. 2. 3. 4. 2. Mr. M.S. Verma - Chairman; Mr. R. Sridhar; Mr. Amol Jain; Mr. G.S. Sundararajan;

Shriram Automall India Limited, (SAIL): SAIL was incorporated pursuant to a certificate of incorporation dated February 11, 2010 issued by the Registrar of Companies, Chennai, Tamil Nadu and having its registered office situated at Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu, India - 600004. Shareholding Pattern: As on the date of this Draft Prospectus, the shareholding pattern of SAIL is as follows:
Sr. No. 1. Name of Shareholder Shriram Transport Finance Company Limited Mr. C.V.T. Chari on behalf and for the benefit of our Company Mr. Raymond Rebello on behalf and for the benefit of our Company Ms. Reena Mehra on behalf and for the benefit of our Company Ms. Smita Shetty on behalf and for the benefit of our Company Mr. Anil Kumar Ramachandran on behalf and Address No. Of Equity Shares 99,99,940 Percentage of Equity Share Capital (%) 99.99 Face value of Equity Shares in (`) ` 10

Wockhardt Towers, Level-3, West Wing, C-2, G Block, Bandra Kurla Complex, Bandra (East)

2.

Flat 1, 3 Floor, B-5 Shivam CHS, Ph Sector 6, Nerul, Navi Mumbai, 400706

10

10

3.

B-108, Ankoor Apt, Rambaug Lane No. 2, Bhujbalwadi, Kalyan (West), Thane - 421301

10

10

4.

1541/12, Katra Sher Singh, Near Regent Cinema, Amritsar Punjab 143006

10

10

5.

B-32, Agastya, Sector V, Shrushti Complex, Mira Road, Thane 401104

10

10

6.

B-101, Gangotri Sadan, CHS, Sector 12, Khanda colony, New Panvel, Navi, Mumbai 410206

10

10

- 147 -

Sr. No.

Name of Shareholder for the benefit of our Company Mr. Vikram Prasad Seth on behalf and for the benefit of our Company Total

Address

No. Of Equity Shares

Percentage of Equity Share Capital (%)

Face value of Equity Shares in (`) `

7.

102, Pearl Plot, 6/1, Sector 12-A, Bhonkode Kopar Khairane, Navi Mumbai 400709

10

10

1,00,00,000

Board of Directors: The board of directors of SAIL comprises of the following persons: 1. 2. 3. 4. Mr. S. Lakshminarayanan - Chairman; Mr. D.V. Ravi; Mr. Umesh Revankar; and Mr. Gaurav Trehan

- 148 -

SECTION V : FINANCIAL INFORMATION Sr. No. 1. Particulars Joint examination report on Reformatted Unconsolidated Summary Financial Statements as at and for the financial years ended March 31, 2007, 2008, 2009, 2010 and 2011 as issued by the Statutory Auditors Reformatted Unconsolidated Summary Financial Statements as at and for the years ended for the financial years ended March 31, 2007, 2008, 2009, 2010 and 2011 Joint examination report on Reformatted Consolidated Summary Financial Statements as at and for the financial years ended March 31, 2010 and March 31, 2011 as issued by Statutory Auditors Reformatted Consolidated Summary Financial Statements as at and for the financial years ended March 31, 2010 and 2011. Page No. A1- A3

2. 3.

F1 F157 A4 A6

4.

F158 F252

- 149 -

S.R.BATLIBOI & Co. Chartered Accountants 6th Floor, Express Tower Nariman Point Mumbai 400 021

G. D. Apte & Co. Chartered Accountants Dream Presidency 1202 / 17E Shivajinagar Off Apte Road Pune - 411 004

Auditors' report To The Board of Directors Shriram Transport Finance Company Limited 3rd Floor, West Wing Wockhardt Tower Bandra Kurla Complex Bandra East Mumbai 400051 Dear Sirs, 1. We S.R.Batliboi & Co. (SRB) and G.D.Apte & Co. (GDA) have jointly examined the attached Reformatted unconsolidated financial information comprising of Balance Sheet, Profit and Loss Accounts, Cash Flows and notes therein of Shriram Transport Finance Company Limited (Company) as at and for the years ended March 31, 2011, 2010, 2009, 2008 and 2007, approved by Debt Issuance Committee which is authorized by the Board of Directors and prepared by the Company in accordance with the requirements of: a. b. paragraph B(1) of Part II of Schedule II to the Companies Act, 1956 ('the Act') and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 ('the Regulations') issued by the Securities and Exchange Board of India ('SEBI'), as amended from time to time in pursuance of Section 11 of the Securities and Exchange Board of India Act, 1992 (the SEBI Act).

SRB and GDA are collectively referred to as the "Joint Auditors" and the references to the Joint Auditors as "we", "us" or "our", in this letter, shall be construed accordingly. 2. We have examined such reformatted unconsolidated financial information taking into consideration: a. the terms of reference dated April 20, 2011 received from the Company and statement of joint responsibilities of auditors dated April 20, 2011, requesting us to carry out the assignment, in connection with the Offer Document (OD) being issued by the Company for its proposed public offer of non-convertible debentures (NCDs), having a face value and issue price of Rs. 1,000 each (referred to as the 'Offering') and The Guidance Note on Reports in Company Prospectuses (Revised) issued by the Institute of Chartered Accountants of India.

b.

Reformatted Unconsolidated Financial information as per audited unconsolidated financial statements: 3. The reformatted unconsolidated financial information of the Company has been extracted by the management from: a. the Unconsolidated balance sheet as at March 31, 2011, 2010, 2009, 2008 and 2007 and the related Unconsolidated profit and loss account and Unconsolidated cash flow statement for the year ended March 31, 2011, 2010, 2009, 2008 and 2007 (Collectively referred to as the Audited Unconsolidated Financial Statements) jointly audited by us;

These audited unconsolidated financial statements have been approved by the Board of Directors.

A1

Auditors Report Shriram Transport Finance Company Limited

Page 2 of 3

4.

In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the SEBI Regulations, terms of our engagement agreed with you and statement of joint responsibilities of auditors, we further report that: a) The Reformatted Unconsolidated Summary Statement of Assets and Liabilities and the schedules forming part thereof, Reformatted Unconsolidated Summary Statement of Profit and Loss and the schedules forming part thereof and the Reformatted Unconsolidated Summary Statement of Cash Flow (Reformatted Unconsolidated Summary Statements) of the Company, including and as at and for the years ended March 31, 2011, 2010, 2009, 2008 and 2007, jointly examined by us have been set out in Annexure I to V to this report. These Reformatted Unconsolidated Summary Statements are after regrouping as in our opinion are appropriate and more fully described in Significant Accounting Policies and Notes (Refer Annexure XIII) Based on the above, we state that: the Reformatted Unconsolidated Summary Statements have to be read in conjunction with the notes given in Annexure XIII; the figures of earlier periods have been regrouped (but not restated retrospectively for change in accounting policy), wherever necessary, to confirm to the classification adopted for the Reformatted Unconsolidated Summary Statement as at/for the year ended March 31, 2011; there are no extraordinary items which need to be disclosed separately in the reformatted unconsolidated summary statements; and there are modifications in auditors` report in respect of matters specified in Companies (Auditors Report) Order, 2003 (as amended). The said modifications are stated in notes of reformatted unconsolidated summary statements and do not require any adjustments to the aforesaid statements. (Refer Annexure XIII - Note 23 of notes to the unconsolidated reformatted financial statements for financial year ended March 31, 2010, Note 21 of notes to the unconsolidated reformatted financial statements for financial year ended March 31, 2009 and Note 24 of notes to the unconsolidated reformatted financial statements for financial year ended March 31, 2008).

b)

5.

We have not jointly or singly audited any unconsolidated financial statements of the Company as of any date or for any period subsequent to March 31, 2011. Accordingly, we express no opinion on the financial position, results of operations or cash flows of the Company as of any date or for any period subsequent to March 31, 2011. Other unconsolidated Financial Information:

6.

At the Companys request, we have also examined the following unconsolidated financial information proposed to be included in the OD prepared by the Company and approved by Debt Issuance Committee which is authorized by the Board of Directors of the Company and annexed to this report, relating to the Company for the years ended March 31, 2011, 2010, 2009, 2008, 2007: i. Statement of contingent liabilities, enclosed as Annexure VI ii. Statement of dividend paid/proposed, enclosed as Annexure VII iii. Statement of accounting ratios relating to earnings per share, net asset value, return on networth, enclosed as Annexure VIII iv. Statement of Secured and Unsecured Loans including terms and conditions, enclosed as Annexure IX &X v. Capitalization Statement as at March 31, 2011, enclosed as Annexure XI vi. Statement of tax shelters, enclosed as Annexure XII

7.

In our opinion, the reformatted unconsolidated financial information as disclosed in the annexures to this report, read with the respective significant accounting policies and notes disclosed in Annexure XIII, and after making re-groupings as considered appropriate and disclosed, has been prepared in accordance with Paragraph B(1) of Part II of Schedule II of the Act and the Regulations.

A2

Auditors Report Shriram Transport Finance Company Limited

Page 3 of 3

8.

This report should not be in any way construed as a reissuance or redating of any of the previous audit reports issued by us or by other firm of Chartered Accountants, nor should this report be construed as a new opinion on any of the reformatted unconsolidated financial statements referred to herein. We have no responsibility to update our report for events and circumstances occurring after the date of the report for the financial position, results of operations or cash flows of the Company as of any date or for any period subsequent to March 31, 2011. This report is intended solely for your information and for inclusion in the OD in connection with the Offering of the Company, and is not to be used, referred to or distributed for any other purpose without our prior written consent.

9.

10.

For S.R.BATLIBOI & Co. Firm registration number: 301003E Chartered Accountants

For G.D.Apte & Co. Firm registration number: 100515W Chartered Accountants

per Shrawan Jalan Partner Membership No.: 102102 Mumbai, June 02, 2011

U. S. Abhyankar Partner Membership No.: 113053 Mumbai, June 02, 2011

A3

Annexure I Shriram Transport Finance Company Limited Reformatted summary of Assets and Liabilities (Rs. in Lacs) As at March 31, Schedule 2011 2010 2009 2008 2007

Particulars

Assets A. Fixed and Intangible Assets(Net) (including CWIP) Investments Deferred Tax Asset (Net) Current Assets, Loans & Advances 3 1 3,843.49 4,644.51 13,426.57 14,264.44 16,746.53

B C D

365,069.90 15,368.69 2,354,863.43

185,601.67 7,472.13 2,256,682.94

65,476.33 2,639.48 2,378,918.54

138,512.02 1,656,217.31

22,457.16 1,023,855.47

E F

Other Loans & Advances Total (A+B+C+D+E) Liabilities

418,004.12 3,157,149.63

239,156.32 2,693,557.57

39,371.34 2,499,832.26

17,737.12 1,826,730.89

20,491.18 1,083,550.34

G H I

Secured Loans Unsecured Loans Deferred Tax Liability (Net)

5 6

1,486,937.59 501,233.71 -

1,517,248.07 328,742.89 -

1,677,459.31 334,671.85 -

1,154,494.87 322,807.83 3,592.21

630,015.59 239,495.26 8,661.98

J K L M

Current Liabilities Provisions Total (G+H+I+J+K) Net Worth (F-L)

7 8

557,204.76 125,028.76 2,670,404.82 486,744.81

382,454.51 84,582.27 2,313,027.74 380,529.83

204,477.15 51,560.35 2,268,168.66 231,663.60

128,915.80 35,284.28 1,645,094.99 181,635.90

73,413.52 23,336.47 974,922.82 108,627.52

F1

Annexure I Shriram Transport Finance Company Limited Reformatted summary of Assets and Liabilities (Rs. in Lacs) Particulars Schedule As at March 31, 2011 2010 2009 2008 2007

Represented By (i) (ii) (iii) (iv) (v) (vi) Share Capital Share application money pending allotment Stock Option Outstanding Optionally Convertible warrants Reserves and Surplus Less : Miscellaneous Expenditure (to the extent not written off or adjusted) Total (i+ii+iii+iv+v-vi) 10 11 9 22,618.47 354.55 467,466.28 3,694.49 22,554.18 5.22 757.02 360,922.10 3,708.69 20,353.56 13.80 2,138.90 2,400.00 206,757.34 20,315.94 21.37 1,826.64 2,400.00 157,071.95 18,418.27 1,227.38 772.80 88,222.80 13.73

486,744.81

380,529.83

231,663.60

181,635.90

108,627.52

The accompanying statement of Significant Accounting Policies and Notes to Accounts on Summary Financial Statements are integral part of this statement. As per our report of even date For S.R.BATLIBOI & Co. Firm Registration No. 301003E Chartered Accountants For G. D. Apte & Co. Firm Registration No.100515W Chartered Accountants For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited

per Shrawan Jalan Partner Membership No. 102102

U. S. Abhyankar Partner Membership No. 113053

R Sridhar Managing Director

S. Venkatakrishnan Director

Mumbai

K. Prakash Vice President (Corporate Affairs) & Company Secretary

F2

Annexure II Shriram Transport Finance Company Limited Reformatted summary of Profit and Loss Account (Rs. in Lacs) Particulars Schedule 2011 A. i ii Income Income from Operations Other Income Total Income B. i ii iii iv v vi vi viii Expenditure Interest & Other Charges Raw Material Consumed Personnel Expenses Operating & Other Expenses Depreciation and amortisation Impairment loss/(Reversal) on Fixed assets & stock Share & Debenture Issue expenses written off Provisions & Write offs (net) Total Expenditure C. D. Net Profit Before Taxation (A-B) Provision for taxation Current tax Deferred tax Fringe Benefit Tax Total Tax E. Net Profit after Taxation (C-D) Balance in Profit & Loss Account brought forward 69,801.32 (7,896.56) 61,904.76 122,988.00 93,001.65 49,980.03 (4,832.65) 45,147.38 87,311.74 58,309.25 34,998.86 (4,477.15) 301.19 30,822.90 61,240.21 27,486.21 26,387.42 (5,069.77) 283.00 21,600.65 38,982.65 12,248.92 14,445.62 (4,706.87) 143.96 9,882.71 19,039.71 5,322.65 14 15 16 17 227,195.95 35,821.25 37,296.80 1,082.07 1,199.37 55,477.20 358,072.64 184,892.76 224,681.22 22,508.15 27,258.22 1,495.84 498.70 40,687.71 317,129.84 132,459.12 197,767.21 687.17 20,053.60 27,925.50 3,480.59 560.87 30,458.64 280,933.58 92,063.11 129,661.64 258.06 12,547.76 19,463.22 3,705.97 13.74 24,496.43 190,146.82 60,583.30 73,833.11 7,263.39 13,788.10 1,281.85 (296.72) 27.44 17,319.01 113,216.18 28,922.42 12 13 523,014.82 19,950.58 542,965.40 439,905.59 9,683.37 449,588.96 365,802.49 7,194.20 372,996.69 245,156.12 5,574.00 250,730.12 140,299.54 1,839.06 142,138.60 For the year ended March 31, 2010 2009 2008 2007

18 19

F3

Annexure II Shriram Transport Finance Company Limited Reformatted summary of Profit and Loss Account (Rs. in Lacs) Particulars Schedule 2011 Balance Available for Appropriations Appropriations Equity Shares - Interim dividend Equity Shares - Final dividend Equity Shares - Proposed final dividend Tax on dividend Tax on proposed dividend Transfer to statutory reserve Transfer to general reserve Transfer to debenture redemption reserve Total Appropriations 5,638.46 9,046.43 936.45 1,502.50 24,600.00 12,300.00 21,381.60 4,254.76 325.18 9,020.71 778.36 1,498.25 17,500.00 8,800.00 10,442.08 2,035.03 10.52 8,140.46 347.69 1,383.47 12,300.00 6,200.00 2,031.35 138.85 8,125.42 368.83 1,380.91 7,800.00 3,900.00 1,749.01 3,683.17 245.31 625.95 3,810.00 2,000.00 215,989.65 For the year ended March 31, 2010 145,620.99 2009 88,726.42 2008 51,231.57 2007 24,362.36

F. G.

75,405.44

52,619.34

30,417.17

23,745.36

12,113.44

H.

Balance carried to Balance Sheet (F-G)

140,584.21

93,001.65

58,309.25

27,486.21

12,248.92

The accompanying statement of Significant Accounting Policies and Notes to Accounts on Summary Financial Statements are integral part of this statement. As per our report of even date For S.R.BATLIBOI & Co. Firm Registration No. 301003E Chartered Accountants For G. D. Apte & Co. Firm Registration No.100515W Chartered Accountants For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited

per Shrawan Jalan Partner Membership No. 102102

U. S. Abhyankar Partner Membership No. 113053

R Sridhar Managing Director

S. Venkatakrishnan Director

Mumbai

K. Prakash Vice President (Corporate Affairs) & Company Secretary

F4

Annexure III Shriram Transport Finance Company Limited Reformatted Summary of Cash Flow Statement (Rs. in Lacs) Particulars 2011 A. Cash flow from operating activities Profit before tax Depreciation and amortisation Issue expenses for equity shares Public issue expenses for non convertible debentures Share and debenture issue expenses written off (Profit) / loss on sale of fixed assets (net) (Profit) / loss on sale of current and long term investments (net) Interest income on current and long term investments and interest income on fixed deposits Dividend income Employees Stock option compensation cost Provision for impairment of windmill Provision for impairment -others Provision for hedging contracts Provision for credit loss on securitisation Provisions for non performing assets and bad debts written off Provisions for standard assets Provision for gratuity Provision for leave encashment Premium on Government Securities (Miscellaneous Expenses) Amortisation of Discount on Government Securities Provision for diminution in value of investments Operating profit before working capital changes Movements in working capital: (Increase) / decrease in current assets: (Increase) / decrease in inventories (Increase) / decrease in assets under financing activities (Increase) / decrease in sundry debtors (Increase) / decrease in lease assets - net of sales (Increase) / decrease in other current assets (Increase) / decrease in other loans and advances Increase / (decrease) in current liabilities Cash generated from operations Direct taxes paid (net of refunds) Net cash used in operating activities (A) (211,235.47) (374.46) (178,842.49) 179,670.47 16,686.59 (69,162.44) (52,475.85)
F5

For the year ended March 31, 2010 2009 2008 2007

184,892.76 1,082.07 152.96 1,046.41 36.75 (6,415.09) (10,303.25) (2.13) 116.85 21,559.32 29,750.36 4,881.70 291.04 507.90 3.40 (52.64) (79.87) 227,468.54

132,459.12 1,495.84 25.28 473.42 (62.40) (1,812.65) (3,180.57) (874.71) 341.30 7,971.84 33,244.87 148.71 146.44 20.34 170,396.83

92,063.11 3,480.59 87.77 (512.61) (2,767.69) (486.91) 580.57 560.87 (705.44) 4,464.01 26,678.62 141.16 227.65 81.14 123,892.84

60,583.30 3,705.97 13.74 17.39 (717.70) (2,967.86) (519.33) 653.95 690.42 2,009.30 21,702.80 148.45 120.73 60.67 85,501.83

28,922.42 1,281.85 27.44 231.02 (11.65) (398.96) (20.84) 987.16 (248.28) (48.44) 15.02 1,640.19 15,742.63 22.92 (0.82) (167.60) 47,974.06

126.81 (20,425.01) 399.24 (1,008.93) (200,162.64) 186,066.62 135,392.92 (48,629.16) 86,763.76

(60.28) (294,083.74) (151.13) (835.19) (23,628.65) 74,380.18 (120,485.97) (35,067.48) (155,553.45)

(66.53) (693,516.76) 100.56 (1,686.67) 3,005.63 57,096.43 (549,565.51) (26,899.61) (576,465.12)

(308,437.27) 402.91 0.56 (476.78) (3,176.20) 22,326.43 (241,386.29) (14,205.81) (255,592.10)

Annexure III Shriram Transport Finance Company Limited Reformatted Summary of Cash Flow Statement (Rs. in Lacs) Particulars For the year ended March 31, 2011 2010 2009 2008 2007

B. Cash flows from investing activities Investment in Fixed deposits (net) Purchase of fixed assets and intangibles Change in capital work in progress(fixed and intangible assets) Proceeds from sale of fixed assets Purchase of Investment Investment in associate company Investment in subsidiary company Proceeds from sale of investment in subsidiary company Proceeds from sale of investment in associate company Proceeds from sale of investments Interest received on current and long term investments and interest on fixed deposits Dividend received Net cash used in investing activities (B) C. Cash Flows from financing activities Proceeds from issue of equity share capital including securities premium & Share application Proceeds from issue of share warrants Increase / (decrease) in bank borrowings (net) Increase / (decrease) in long term borrowings from others (net) Increase / (decrease) in fixed deposits (net) Increase / (decrease) in subordinate debts (net) Increase / (decrease) in redeemable non convertible debentures (net) Increase / (decrease) in inter corporate deposits and commercial papers (net) Issue expenses for equity shares paid Public issue expenses for non convertible debentures paid Dividend paid Tax on dividend Net cash from financing activities (C) Net increase / (decrease) in cash and cash equivalents (A + B + C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year 9,050.15 (345.05) 27.25 (7,091,350.39) (16,785.00) 6,935,672.41 9,911.36 2.13 (153,817.14) (88,988.21) (624.86) 7,973.48 (2,501,835.74) (220.00) 5.00 2,383,738.05 2,898.59 874.71 (196,178.98) (47,214.27) (3,369.47) 78.10 (64,790.83) 138,339.14 2,825.79 486.91 26,355.37 (33,178.65) (5,252.92) 3,986.91 24.70 (776,661.44) (30.00) 4.99 112.50 661,221.69 2,548.54 519.33 (146,704.35) (32,445.92) (1,622.25) (1,414.06) 746.91 (21,364.74) (180.00) (4.99) 19.63 423.01 20.84 (55,821.57)

219.77 (54,915.47) (14,773.99) 101,466.73 123,217.50 (10,299.48) (2,514.95) (11.05) (1,174.12) (14,659.17) (2,434.70) 124,121.07 (82,171.92) 247,309.58 165,137.66
F6

80,799.14 (110,368.28) (68,604.27) 10,991.06 51,823.24 408.53 (50,390.48) (1,415.53) (2,690.64) (12,720.40) (2,161.83) (104,329.46) (213,744.68) 461,054.26 247,309.58

124.09 320,120.96 (41,471.04) 146.45 55,816.44 169,124.14 31,091.52 (10,170.96) (1,728.56) 523,053.04 393,854.96 67,199.30 461,054.26

43,003.42 2,400.00 443,172.48 27,824.90 (763.73) 30,516.38 119,256.18 (12,214.36) (5,853.38) (994.78) 646,347.11 (76,822.36) 144,021.66 67,199.30

11,028.07 278,640.26 85,438.50 (342.36) 29,924.71 2,368.94 34,000.00 (5,320.67) (746.23) 434,991.22 123,577.55 20,444.11 144,021.66

Annexure III SHRIRAM TRANSPORT FINANCE COMPANY LIMITED Reformatted Summary of Cash Flow Statement (Rs in Lacs) As at March 31, 2011 Cash on hand Cheques on hand Remittances in transit With Banks - in Current Account -Balance held in escrow account$ - in unpaid dividend accounts $ - Deposit accounts Free of lien Under lien Less: Fixed deposits held for more than three months Less: Fixed deposit under lien 3,119.60 2,702.24 85,121.70 100.07 382.44 88,832.96 182,252.13 15,121.35 182,252.13 165,137.66 $ These balances are not available for use by the Company. As per our report of even date For S.R.BATLIBOI & Co. Firm Registration No. 301003E Chartered Accountants For G. D. Apte & Co. Firm Registration No.100515W Chartered Accountants For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited 2010 7,818.91 2,220.79 9.48 166,008.62 0.07 274.83 71,444.16 205,956.35 467.28 205,956.35 247,309.58 2009 7,062.48 1,490.15 10.16 95,601.30 165.70 358,787.85 115,372.05 2,063.38 115,372.05 461,054.26 2008 5,639.48 856.52 193.69 45,275.37 109.36 20,555.59 64,790.44 5,430.71 64,790.44 67,199.30 2007 2,281.08 215.76 2,375.05 26,253.34 160.05 113,140.99 36,637.89 404.61 36,637.89 144,021.66

Components of Cash and Cash Equivalents

per Shrawan Jalan Partner Membership No. 102102

U. S. Abhyankar Partner Membership No. 113053

R Sridhar Managing Director

S. Venkatakrishnan Director

Mumbai

K. Prakash Vice President (Corporate Affairs) & Company Secretary

F7

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 1 - Fixed and Intangible Assets(Net) (including CWIP) ASSETS FOR OWN USE Tangible Fixed Assets Building Leasehold Improvements Furniture & Fixtures Vehicles Land - Freehold Land - Leasehold Plant and Machinery Intangible Assets Computer Software Capital Work In Progress (including Capital Advances) TOTAL (A) ASSETS GIVEN ON LEASE Plant and Machinery Land Buildings TOTAL (B) TOTAL (A+B) As at March 31, 2011 2010 2009 2008 2007

415.16 821.85 756.32 90.92 10.18 1,500.38

392.58 1,271.41 710.65 73.41 10.18 1,879.12

396.91 1,883.74 705.39 143.78 153.96 *9,869.96

193.58 1,061.60 443.95 320.12 153.96 11,602.71

197.65 1,726.49 374.90 153.96 9,917.46

44.26 3,639.07

69.28 4,406.63

28.40 13,182.14

243.53 14,019.45

138.90 3,986.91 16,496.27

69.75 134.67 204.42 3,843.49

69.75 168.13 237.88 4,644.51

69.75 174.68 244.43 13,426.57

69.75 175.24 244.99 14,264.44

1.71 69.75 178.80 250.26 16,746.53

*Includes Rs 5,314.67 Lacs towards windmills held for sale for which MOU is executed with a buyer and the same were sold in 2010 after satisfactory completion of the technical due diligence.

F8

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 2 - Investments LONG TERM (at cost) Trade Shares : Fully paid up Unquoted - Preference Share Other Than Trade Quoted : Government Securities Equity Shares (Fully paid up) - Associates - Others As at March 31, 2009

2011

2010

2008

2007

10.00

10.00

16,702.17 240.00 -

3,497.70 -

283.00 -

427.44 240.00 -

592.29 240.00 0.71

Unquoted : Equity Shares (Fully paid up) - subsidiary - Associates - Others Investment in Pass Through Certificates Investment in NSC Investment in Subordinate Debts Investment in Venture Capital Fund Preference shares (Fully paid up) - subsidiary CURRENT INVESTMENTS (at lower of cost and fair value) Other Than Trade Quoted : Equity Shares (Fully paid up) - Associates Investment in Treasury Bills Unquoted : Equity Shares (Fully paid up) - Subsidiary Investment in Units of Mutual Funds Investment in Certificate of deposits with Banks

2,000.00 207.50 7,424.18 5,000.00 500.00 15,000.00

215.00 207.50 4,284.55 -

207.50 2,322.01 -

162.50 750.00 -

180.00 74.36 750.00 0.07 -

0.49

240.00 -

240.00 -

317,995.56 365,069.90

177,146.92 185,601.67

62,413.82 65,476.33

136,932.08 138,512.02

4.99 20,614.74 22,457.16

16,352.50 3,737.70 523.00 667.44 833.00 Book value of Quoted investments 16,662.27 4,030.61 535.42 913.90 937.49 Market value of Quoted investments 348,127.24 181,863.97 64,953.33 137,844.58 21,624.16 Book value of Unquoted investments The category of investment in associate of Rs. 240.00 lacs was shifted from "Long Term" to Current" during the year 2008-09 and from "Current" to "Long Term" during the year 2010-11. Details of investments may be referred from the annual report of the respective years
F9

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 3 - Current Assets, Loans & Advances 2011 Inventories- Raw Materials (at lower of cost and net realisable value) Assets under financing activities (considered good unless stated otherwise) Secured Stock under Hire Purchase agreement Assets given on Financial lease Hypothecation loans* Other loans Unsecured Unsecured Loans $@ Advance - Hypothecation loans/Hire purchase/ Lease Assets 2010 As at March 31, 2009 126.81 2008 66.53 2007 -

1,946,414.11 984.49 38,632.40 530.09 1,986,561.09

1,773,363.05 1,216.58 23,217.03 128.21 1,797,924.87 50,740.04 9.46

1,791,084.14 1,330.35 3,341.55 412.81 1,796,168.85 38,295.11 -

6,986.61 1,500,107.34 2,100.27 3,631.29 2,699.85 1,515,525.36 23,670.76 -

5,721.72 21,691.52 793,068.46 4,328.29 455.60 16,326.18 841,591.77 17,404.19 -

* includes non performing assets $ includes non performing assets Sundry Debtors (Unsecured, considered Good) Debts outstanding for a period exceeding six months Other debts

51,967.80 889.98

399.24 399.24

248.11 248.11

262.21 86.46 348.67

Cash & Bank Balances i) Cash on hand ii) Cheques on hand iii) Remittances in transit iv) Balances with scheduled banks in: Current accounts Deposit Accounts -Free of lien -Under lien #

3,119.60 2,702.24 85,604.21 88,832.96 182,252.13 362,511.14

7,818.91 2,220.79 9.48 166,283.52 71,444.16 205,956.35 453,733.21

7,062.48 1,490.15 10.16 95,767.00 358,787.85 115,372.05 578,489.69

5,639.48 856.52 193.69 45,384.73 20,555.59 64,790.44 137,420.45

2,281.08 215.76 2,375.05 26,413.39 113,140.99 36,637.89 181,064.16

Other current assets Interest accrued on investments Interest accrued on fixed deposits and other loans and advances

731.16 5,060.04 2,354,863.44

666.89 4,357.97 2,256,682.94 Nil 205,055.01 901.34

222.00 3,511.95 2,378,918.54 Nil 114,596.63 775.42

255.70 2,701.16 1,656,217.31 55.00 63,537.58 1,252.86

46.26 804.61 1,023,855.47 131.85 33,008.45 3,629.44

@ includes deposit pledged as lien against loans taken # Includes deposits pledged with Banks as margin for securitisation # Includes deposits pledged with Banks as as lien against loans taken

Nil 181,906.69 345.44

F10

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 4 Other Loans and Advances Unsecured, Considered Good Advances recoverable from subsidiaries Advances recoverable in cash or in kind or for value to be received Deferred Consideration Receivable Service tax credit (input) receivable Advance income tax (net of provisions for tax) Prepaid expenses Security deposits** 13,923.71 28,700.38 368,676.26 141.50 5,728.34 833.93 418,004.12 ** includes deposit pledged as margin on securitisation Nil 5.05 25,437.28 203,804.05 537.34 8,649.99 722.61 239,156.32 Nil 11,210.57 12,810.94 1,099.54 377.66 13,086.96 785.67 39,371.34 Nil 10,533.01 931.72 1,489.39 2,372.02 1,589.87 821.11 17,737.12 277.32 10,693.12 1,791.61 1,651.74 2,120.47 2,776.53 1,457.71 20,491.18 323.98 2011 2010 As at March 31, 2009 2008 2007

Schedule 5 - Secured Loans 2011 Redeemable non convertible debentures refer note Term loans i) From Financial institutions / Foreign institutions / Corporates refer note ii) From banks refer note Cash credit from banks including working capital demand loan refer note 475,288.39 1(a)(i)(ii)(iii)(iv) 2010

As at March 31, 2009 482,679.34 1(a)(i)(ii)(iii) 2008 312,255.20 1(a)(i)(ii)(iii) 2007 183,799.02 1(a)(i)(ii)(iii)

483,087.87 1(a)(i)(ii)(iii)

25,414.44 1(b)(i) 937,999.97 1(b)(ii) 48,234.79 1(c )

12,188.42 1(b)(i)(ii) 929,935.14 1(b)(iii) 92,036.64 1(c )

44,792.69 1(b)(i)(ii) 833,363.58 1(b)(iii) 316,623.70 1(c )

111,263.73 1(b)(i)(ii) 505,329.28 1(b)(iii) 225,646.66 1(c )

82,272.73 1(b)(i)(ii) 259,825.48 1(b)(iii) 104,118.36 1(c )

1,486,937.59

1,517,248.07

1,677,459.31

1,154,494.87

630,015.59

F11

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 6 - Unsecured Loans Fixed deposits Inter corporate deposits Subordinated debts Redeemable non-convertible debentures Commercial papers Term loan : i) From banks ii) From corporates 2011 112,946.23 1.73 329,816.99 2010 11,479.51 16.68 206,599.49 2,500.00 2,500.00 As at March 31, 2009 488.44 4,657.16 154,776.25 2,500.00 48,250.00 2008 342.00 120.64 98,959.81 3,800.00 21,695.00 2007 1,105.73 30.00 68,443.43 13,000.00 34,000.00

51,468.76 7,000.00

70,647.21 35,000.00

53,000.00 71,000.00

151,890.38 46,000.00

75,750.00 47,166.10

501,233.71

328,742.89

334,671.85

322,807.83

239,495.26

F12

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 7 - Current Liabilities Sundry creditors -Micro and Small Enterprises -other than Micro and Small Enterprises Caution and lease deposits Interest accrued but not due on loans Unclaimed Redeemable Preference Shares Application money on Redeemable non convertible debentures Application money on Subordinated debts Investor Education and Protection Fund shall be credited by the following amounts (as and when due) - Unclaimed Matured Deposits - Unclaimed Matured Debentures - Unclaimed Matured Subordinated Debts - Interest accrued and due on above - Unclaimed dividend Temporary credit balance in bank accounts Securitization deferred income Other liabilities 2011 2010 As at March 31, 2009 2008 2007

0.43 48,257.33 97,593.86 856.25 64.19

23,288.59 84,941.79 798.77 15.79

21,876.31 77,718.04 1,030.19 2,942.35

7,129.06 55,751.58 102.64 895.21 437.17

3,028.68 10.21 34,759.79 149.25 1,039.78 376.37

278.50 5,705.69 966.22 2,014.61 382.44 42,057.60 358,044.60 983.04 557,204.76

60.65 5,116.68 117.13 1,329.00 269.67 29,551.21 236,518.83 446.40 382,454.51

65.30 4,503.36 816.45 1,591.38 166.26 41,990.51 51,334.24 442.76 204,477.15

52.00 5,381.81 1,940.80 126.11 12,394.79 44,092.11 612.52 128,915.80

64.36 2,314.19 537.81 108.81 5,930.09 24,133.29 960.89 73,413.52

Schedule 8 - Provisions

As at March 31, 2011 45,411.86 4,881.70 52,012.24 1,627.20 8,406.10 167.50 1,069.56 903.67 9,046.43 1,502.50 125,028.76 2010 38,260.74 24,986.49 988.32 8,406.10 247.37 561.66 612.63 9,020.71 1,498.25 84,582.27 2009 23,568.58 8,940.46 8,406.10 15.11 227.03 415.22 463.92 8,140.46 1,383.47 51,560.35 2008 10,157.65 5,830.18 8,406.10 22.36 145.89 705.44 187.57 322.76 8,125.42 1,380.91 35,284.28 2007 6,540.36 4,098.52 8,031.98 100.31 15.02 66.85 174.31 3,683.17 625.95 23,336.47

For non-performing assets For standard assets For credit loss on securitisation For income tax (net of advance tax) For service tax- contested For fringe benefit tax (net of advance tax) For diminution in value of investments For hedging contracts For leave encashment and availment For gratuity Proposed dividend Corporate dividend tax

F13

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 9 - Share Capital Authorised Equity Share Capital Preference Share Capital No. of equity Shares of Rs.10/- each No. of preference Shares of Rs.100/each Issued, Subscribed & Fully Paid up Equity Shares * No. of equity shares of Rs. 10/- each Add : Share Forfeiture 22,616.07 226,160,668 2.40 22,551.78 225,517,818 2.40 20,351.16 203,511,616 2.40 20,313.54 203,135,416 2.40 18,415.87 184,158,716 2.40 As at March 31, 2009

2011

2010

2008

2007

33,500.00 20,000.00 53,500.00 335,000,000 20,000,000

33,500.00 20,000.00 53,500.00 335,000,000 20,000,000

33,500.00 20,000.00 53,500.00 335,000,000 20,000,000

33,500.00 20,000.00 53,500.00 335,000,000 20,000,000

33,500.00 20,000.00 53,500.00 335,000,000 20,000,000

22,618.47

22,554.18

20,353.56

20,315.94

18,418.27

*Includes 79,279,236 equity shares of Rs.10/- each allotted for consideration other than cash pursuant to the schemes of amalgamation.

F14

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 10 - Reserves and Surplus 2011 2010 As at March 31, 2009 2008 2007

Capital Reserve Balance as per last account Capital Redemption Reserve Securities Premium Account Balance as per last account Add: Amount received during the year Statutory Reserve Balance as per last account Add: Transfer from Profit & Loss Account Debenture Redemption Reserve Balance as per last account Add: Transfer from Profit & Loss Account Less: Transfer to General Reserve General Reserve Balance as per last account Add: Transfer from Debenture Redemption Reserve Add: Transfer from Profit & Loss Account

17.03 5,388.35

17.03 5,388.35

17.03 5,388.35

17.03 5,388.35

17.03 5,388.35

174,419.57 680.02 175,099.59 51,399.79 24,600.00 75,999.79 10,442.08 21,381.60 31,823.68 26,253.63 12,300.00 38,553.63

91,689.29 82,730.28 174,419.57 33,899.79 17,500.00 51,399.79 10,442.08 10,442.08 17,453.63 8,800.00 26,253.63 93,001.65

91,326.94 362.35 91,689.29 21,599.79 12,300.00 33,899.79 11,253.63 6,200.00 17,453.63 58,309.25

49,415.08 41,911.86 91,326.94 13,799.79 7,800.00 21,599.79 7,353.63 3,900.00 11,253.63 27,486.21

38,551.73 10,863.35 49,415.08 9,989.79 3,810.00 13,799.79 100.00 100.00 5,253.63 100.00 2,000.00 7,353.63 12,248.92

Balance in Profit & Loss Account

140,584. 21

467,466.28

360,922.10

206,757.34

157,071.95

88,222.80

F15

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Assets and Liabilities (Rs. in Lacs) Schedule 11 - Miscellaneous Expenditure (to the extent not written off or adjusted) Issue expenses for equity shares Public issue expenses for non convertible debentures As at March 31, 2009 -

2011 1,349.56 2,344.93

2010

2008 -

2007 11.34 2.39

1,491.47 2,217.22

3,694.49

3,708.69

13.73

F16

Annexure V Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Profit and Loss Account (Rs. in Lacs) Schedule 12 - Income from Operations Income from financing activities Fees from reconditioning/exchange of trucks Interest on margin money on securitisation/ assignments Income on securitisation and direct assignment 2011 349,903.57 10,846.17 162,265.08 523,014.82 For the year ended March 31, 2010 2009 2008 361,528.77 10,367.78 68,009.04 439,905.59 324,955.15 6,951.61 33,895.73 365,802.49 225,018.03 3,553.78 16,584.31 245,156.12 2007 137,494.44 141.75 571.84 2,091.51 140,299.54

Schedule 13 - Other Income 2011 Buyer-seller facilitation fees Interest on deposits with banks Income from operating lease Sale of electricity Profit on sale of assets (net) Income from Long Term Investments (non trade) - Profit on sale of investments (net) - Dividend - Interest on government securities - Interest on Pass Through Certificates - Interest on subordinated debts - Amortisation of Discount on Government Securities Income from Current Investments (non trade) - Profit on sale of investments (net) Certificate of Deposits Mutual Funds Government Securities Debentures Commercial Paper Treasury Bills - Dividend - Interest on government securities - Interest on Certificate of Deposits - Discount on CBLO - Interest on Commercial Paper - Interest on Debentures - Interest on Treasury Bills Commission Received Miscellaneous Income 2,703.21 3,763.24 22.14 2.13 686.13 261.36 270.68 52.64

For the year ended March 31, 2010 2009 2008 3,053.46 1,696.77 453.91 62.40 66.55 0.25 100.51 119.18 1,749.56 31.22 3,265.26 0.25 24.20 146.02 2,436.50 31.74 1,290.12 1.74 41.27 75.21 -

2007 313.68 34.56 1,130.66 11.65 0.42 60.01 25.27 -

931.57 5,411.57 20.00 12.03 35.39 4.53 3.46 4,950.82 243.95 88.84 38.23 90.27 358.39 19,950.58

275.57 1,470.53 874.46 1,068.27 195.84 245.67 9,683.37

366.28 31.08 116.81 486.66 693.09 10.49 144.33 128.95 7,194.20

61.21 654.75 519.33 414.88 47.25 5,574.00

20.42 191.20 51.19 1,839.06

F17

Annexure V Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Profit and Loss Account (Rs. in Lacs) For the year ended March 31, 2011 Interest & Other Charges on : Debentures Subordinated debts Fixed deposits Loans from banks Loans from institutions and others Commercial paper Bank charges Professional charges - resource mobilisation Processing charges on loans/securitization Discount on sale of second loss credit / liquidity facilities Fees / Loss on sale of second loss credit / liquidity facilities 2010 2009 2008 2007

Schedule 14 - Interest & Other Charges

59,004.24 36,709.70 6,206.52 102,756.73 6,514.52 458.82 2,671.14 5,694.87 3,853.77 (269.92) 3,595.56

65,969.57 23,214.26 475.98 105,813.69 13,457.96 2,199.54 2,350.85 4,895.23 3,605.42 584.00 2,114.72

50,682.12 15,851.15 31.05 93,513.23 17,706.49 4,281.04 1,816.71 6,897.31 4,787.16 2,200.95

34,120.26 10,161.50 101.85 56,804.74 17,848.72 2,225.29 735.44 3,575.02 2,991.00 1,097.82

26,585.50 5,439.59 150.73 26,613.91 6,623.57 1,653.33 581.99 1,440.91 4,740.42 3.16

227,195.95

224,681.22

197,767.21

129,661.64

73,833.11

Schedule 15 - Raw Material Consumed Opening Stock Add : Purchases Less : Transferred to Lessee Closing Stock

2011 -

For the year ended March 31, 2010 2009 2008 126.81 (126.81) 66.53 747.45 126.81 687.17 324.59 66.53 258.06

2007 -

Schedule 16 - Personnel Expenses

For the year ended March 31, 2011 33,711.32 299.07 1,433.00 377.86 35,821.25 2010 21,020.66 197.65 976.89 312.95 22,508.15 2009 18,724.57 154.91 897.40 276.72 20,053.60 2008 11,558.30 212.96 523.10 253.40 12,547.76 2007 6,683.63 42.61 254.66 282.49 7,263.39

Salaries , other allowances & bonus Gratuity expenses Contribution to provident and other funds Staff welfare expenses

F18

Annexure V Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Profit and Loss Account (Rs. in Lacs) Schedule 17 - Operating and other Expenses Rent Electricity expenses Repairs & Maintenance - Plant & machinery - Building - Others Rates & taxes Printing & stationery Travelling & conveyance Advertisement Brokerage Business Promotion Data sourcing & collection commission paid to others Royalty Directors' sitting fees Insurance Communication expenses Payment to auditor As Auditor: - Audit fees - Tax audit fees - Limited Review - Out of pocket In any other manner: - Certification Legal & professional charges Donations Loss on sale of assets (net) Loss on sale of Long Term Investments (non trade) Miscellaneous expenses For the year ended March 31, 2010 2009 2008 3,557.92 467.29 5.79 0.70 2,273.27 230.01 1,483.07 3,436.55 443.50 5,013.69 428.34 23.96 1,240.78 14.65 148.37 2,571.12 2,636.98 460.22 168.89 0.61 2,337.15 509.04 1,618.08 3,199.68 84.36 7,817.05 851.78 87.35 1,036.45 15.70 100.70 2,617.80 1,475.33 303.53 63.69 1.58 1,264.83 170.07 1,191.84 1,939.13 93.85 5,828.89 699.24 57.95 623.54 17.80 107.29 1,583.40

2011 4,870.72 537.63 1.09 1,316.85 310.82 1,539.67 4,154.55 1,328.69 7,935.21 445.86 85.87 1,497.04 8.90 262.81 2,313.17

2007 987.91 244.13 148.24 896.47 175.05 1,038.17 1,390.59 747.04 3,704.62 617.50 44.61 356.35 9.78 54.45 1,140.46

30.74 3.03 65.26 3.68 6.16 5,475.84 272.06 36.75 4,794.40 37,296.80

32.30 2.76 40.50 4.82 3.31 2,827.61 161.81 2,846.10 27,258.22

28.23 2.21 43.13 7.82 8.49 1,194.13 106.55 87.77 1.56 2,903.77 27,925.50

37.05 2.55 16.15 4.36 12.75 848.69 75.26 17.39 3,027.06 19,463.22

28.17 2.53 16.97 2.86 5.06 581.47 75.14 231.02 1,289.51 13,788.10

Schedule 18 - Share & Debenture issue expenses written off Issue expenses for equity shares Public issue expenses for non convertible debentures Deferred revenue expenses

For the year ended March 31, 2011 152.96 1,046.41 1,199.37 2010 25.28 473.42 498.70 2009 2008 11.35 1.37 1.02 13.74 2007 8.89 15.31 3.24 27.44

F19

Annexure V Shriram Transport Finance Company Limited Schedules to the Reformatted Statement of Profit and Loss Account (Rs. in Lacs) Schedule 19 - Provisions & Write offs Provision for non performing assets Provision for standard assets Provision for credit loss on securitisation Provision for diminution in value of investments Bad debts written off Bad debt recovery For the year ended March 31, 2010 2009 2008 14,575.88 7,971.84 20.34 18,668.99 (549.34) 40,687.71 13,238.37 4,464.01 82.43 13,440.25 (766.42) 30,458.64 3,617.29 2,009.30 60.67 19,583.17 (774.00) 24,496.43

2011 7,151.12 4,881.70 21,559.32 (79.87) 22,599.24 (634.31) 55,477.20

2007 3,142.42 1,640.19 (167.60) 13,270.07 (566.07) 17,319.01

F20

Annexure VI Shriram Transport Finance Company Limited Statement of Contingent Liabilities (Rs in Lacs) As at March 31, 2011 2010 157.26 2009 164.76 2008 3,381.70 2007 5,754.90

Particulars Disputed Income Tax/Interest Tax demand contested in appeals not provided for Guarantees and Counter Guarantees given

194,058.28

901.97

1,991.58

4,101.12

Demand in respect of Service tax Disputed sales tax demand In respect of Portfolio Management

330.00 412.33 -

315.00 412.33 -

299.00 -

284.00 -

230.24 356.67

F21

Annexure VII Shriram Transport Finance Company Limited Statement of Dividend Statement of Dividend in respect of Equity Shares (Rs. in Lacs) Particulars Interim Dividend Rate of Dividend Number of Equity Shares on which Interim Dividend paid Amount of Interim Dividend Dividend Distribution Tax Final Dividend for the previous year Rate of Dividend Number of Equity Shares on which Final Dividend paid Amount of Final Dividend Dividend Distribution Tax Proposed Final Dividend for the current year Rate of Dividend Number of Equity Shares on which dividend paid Amount of Final Dividend Dividend Distribution Tax For the year ended March 31, 2011 25% 225,538,218 5,638.46 936.45 2010 20% 212,737,916 4,254.76 723.10 2009 10% 203,502,416 2,035.03 345.90 2008 10% 203,135,416 2,031.35 345.23 2007 10% 174,901,466 1,749.01 245.31

40% 8,129,550 325.18 55.26

40% 263,100 10.52 1.79

20% 6,942,500 138.85 23.60

40% 226,160,668 9,046.43 1,502.50

40% 225,517,818 9,020.71 1,498.25

40% 203,511,616 8,140.46 1,383.47

40% 203,135,416 8,125.42 1,380.91

20% 184,158,716 3,683.17 625.95

F22

Annexure-VIII Shriram Transport Finance Company Limited Statement of Accounting Ratios [Calculation of Earnings Per shares (EPS)] Earnings per share calculations are done in accordance with Accounting Standard - 20 "Earnings Per Share", notified under Accounting Standards (AS) under Companies Accounting Standard Rules, 2006, as amended Particulars Net profit after tax (Rs. in Lacs) a As at March 31, 2011 122,988.00 2010 87,311.74 2009 61,240.21 2008 38,982.65 2007 19,039.71 Page 1 of 3

Weighted average number of equity shares outstanding during the year (for Basic EPS) (Lacs) (i) Equity shares arising on conversion of optionally convertible warrants (Lacs) (ii) Equity shares for no consideration arising on grant of stock options under ESOP (Lacs)

2,257.27

2,125.01

2,033.80

1,924.01

1,729.59

80.00

23.83

69.00

3.12

8.84

24.49

29.92

13.48

Weighted average number of equity shares outstanding during the year (for Diluted EPS) (b+c+d) (Lacs) Earnings per share (Basic) (Rs.) (a/b) Earnings per share (Diluted) (Rs.) (a/e)

2,260.39

2,133.85

2,138.29

1,977.76

1,812.07

54.49 54.41

41.09 40.92

30.11 28.64

20.26 19.71

11.01 10.51

F23

Annexure-VIII Shriram Transport Finance Company Limited Page 2 of 3 Statement of Accounting Ratios [Calculation of Return on Net Worth (RONW)] (Rs. In Lacs) As at March 31, Particulars 2011 SHAREHOLDERS FUNDS Share Capital Share application money pending allotment Stock Option Outstanding Optionally Convertible warrants Reserves and Surplus (Refer Annexure IV Schedule 10) Less: Miscellaneous Expenditure ( not written off) Net worth as at the end of the year 22,618.47 354.55 467,466.28 22,554.18 5.22 757.02 360,922.10 20,353.56 13.80 2,138.90 2,400.00 206,757.34 20,315.94 21.37 1,826.64 2,400.00 157,071.95 18,418.27 1,227.38 772.80 88,222.80 2010 2009 2008 2007

3,694.49 486,744.81

3,708.69 380,529.83

231,663.60

181,635.90

13.73 108,627.52

Net profit after tax Return on Net Worth (%)

122,988.00 25.27%

87,311.74 22.94%

61,240.21 26.43%

38,982.65 21.46%

19,039.71 17.53%

F24

Annexure VIII Shriram Transport Finance Company Limited Page 3 of 3 Statement of Accounting Ratios [Calculation of Net Asset Value (NAV) Per Equity Share] (Rs. In Lacs) As at March 31, Particulars 2011 2010 2009 2008 2007

SHAREHOLDERS FUNDS Share Capital Share application money pending allotment Stock Option Outstanding Optionally Convertible warrants Reserves and Surplus (Refer Annexure IV - Schedule 10) Less: Miscellaneous Expenditure ( not written off) Net Asset Value

22,618.47 354.55 467,466.28

22,554.18 5.22 757.02 360,922.10

20,353.56 13.80 2,138.90 2,400.00 206,757.34

20,315.94 21.37 1,826.64 2,400.00 157,071.95

18,418.27 1,227.38 772.80 88,222.80

3,694.49 486,744.81

3,708.69 380,529.83

231,663.60

181,635.90

13.73 108,627.52

Number of Equity shares outstanding at the end of the year Net Asset Value per Equity Share(Rs.)

226,160,668

225,517,818

203,511,616

203,135,416

184,158,716

215.22

168.74

113.83

89.42

58.99

F25

Annexure IX Shriram Transport Finance Company Limited Secured Loans A Term Loan from banks Particulars (Rs in Lacs) Date of disbursem ent 26-Sep-07 16-Mar-09 28-Apr-08 31-Mar-09 17-Oct-08 5-Nov-08 26-Mar-09 23-Sep-08 30-May-08 25-Jul-08 24-Mar-09 3-Mar-08 24-Oct-08 10-Dec-08 5-Mar-09 2-Dec-08 28-Feb-08 16-Apr-08 15-Oct-08 20-Dec-07 22-Jun-07 18-Aug-08 20-Mar-09 31-Mar-09 21-Jan-08 19-Jan-09 5-Mar-09 26-Nov-07 19-Sep-08 30-Jul-08 29-Jan-09 31-Dec-08 3-Jun-08 13-Mar-09 28-Feb-08 18-Sep-09 22-Sep-09 Disbursed Amount 3,000.00 10,000.00 3,000.00 25,000.00 20,000.00 20,000.00 2,500.00 20,000.00 10,000.00 7,500.00 15,000.00 7,500.00 5,000.00 10,000.00 10,000.00 3,500.00 20,000.00 5,000.00 20,000.00 2,500.00 10,000.00 5,000.00 2,500.00 2,500.00 15,000.00 2,250.00 10,000.00 10,000.00 15,000.00 20,000.00 7,500.00 10,000.00 5,000.00 15,000.00 5,000.00 4,850.00 7,500.00 As at March 31, 2011 899.90 5,000.00 3,000.00 12,500.00 8,750.00 8,750.00 1,250.00 3,312.56 10,000.00 3,214.29 6,428.57 1,071.68 2,142.86 4,285.71 2,719.21 875.00 4,859.47 5,000.00 3,428.53 468.60 352.51 1,875.00 1,250.00 2,500.00 3,709.88 750.00 5,009.80 1,681.28 5,619.14 8,523.51 2,500.00 4,374.74 1,562.50 7,497.97 1,250.00 4,850.00 7,500.00 Repayment Terms

Allahabad Bank Andhra Bank Calyon Bank Canara Bank Canara Bank Canara Bank Corporation Bank Dena Bank Deutsche Bank HDFC Bank Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Indian Bank ING Vysya Bank Limited Oriental Bank of Commerce Punjab & Sind Bank Punjab National Bank Ratnakar Bank Limited State Bank of Mysore South Indian Bank Limited South Indian Bank Limited State Bank of Bikaner and Jaipur State Bank of Hyderabad State Bank of Mauritius Limited State Bank of Mysore State Bank of Mysore State Bank of Mysore State Bank of Patiala State Bank of Travancore United Bank of India United Bank of India United Bank of India Vijaya Bank Hongkong & Shanghai Banking Corporation Limited Deutsche Bank

20 Quarterly Instalments 16 Quarterly Instalments Bullet-27/04/2011 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 36 Monthly Instalments Bullet-30/05/2011 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 33 Monthly Instalments 36 Monthly Instalments 48 Equated Monthly Instalments Bullet-15/04/2011 35 Monthly Instalments 48 Monthly Instalments 48 Monthly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 12 Quarterly Instalments 48 Monthly Instalments 48 Monthly Instalments 48 Monthly Instalments 14 Quarterly Instalments 12 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments Bullet-16/09/2011 Bullet 22/09/2011

F26

Shriram Transport Finance Company Limited Annexure IX Secured Loans

A Term Loan from banks Particulars

(Rs in Lacs) Date of disbursement 23-Sep-09 29-Sep-09 25-Sep-09 25-Sep-09 29-Sep-09 29-Sep-09 29-Sep-09 9-Apr-09 29-May-09 22-Jun-09 22-Jun-09 26-Jun-09 30-Jun-09 30-Jun-09 30-Jun-09 27-Jul-09 31-Jul-09 31-Jul-09 14-Aug-09 24-Aug-09 3-Oct-09 30-Oct-09 23-Oct-09 5-Nov-09 18-Nov-09 19-Nov-09 25-Nov-09 30-Nov-09 17-Dec-09 24-Dec-09 31-Dec-09 29-Jan-10 Disbursed Amount 4,830.00 20,000.00 15,000.00 10,000.00 15,000.00 20,000.00 10,000.00 5,000.00 4,770.00 5,000.00 5,000.00 25,000.00 20,000.00 10,000.00 2,500.00 20,000.00 20,000.00 2,000.00 2,000.00 20,000.00 10,000.00 3,800.00 9,332.00 25,000.00 1,500.00 5,000.00 50,000.00 20,000.00 5,000.00 1,200.00 30,000.00 20,000.00 As at March 31, 2011 4,830.00 14,285.71 9,375.00 6,871.78 9,375.00 14,031.17 4,996.00 1,711.25 4,770.00 1,600.00 2,812.50 14,062.50 11,250.00 3,619.79 1,041.67 8,235.00 12,500.00 1,250.00 416.67 9,444.44 7,857.14 2,005.56 2,721.83 17,193.86 1,125.00 3,055.54 34,375.00 13,750.00 3,437.50 450.00 20,625.00 14,140.78 Repayment Terms

Development Bank of Singapore Limited Industrial Development Bank of India Limited UCO Bank United Bank of India Syndicate Bank State Bank of Patiala State Bank of Travancore State Bank of Bikaner and Jaipur Hongkong & Shanghai Banking Corporation Limited Development Bank of Singapore Limited Tamilnad Merchantile Bank Limited Canara Bank Central Bank of India Indian Bank Bank of Rajasthan Limited Punjab National Bank Dena Bank Karur Vyasa Bank Limited Societe Generale Bank Oriental Bank of Commerce HDFC Bank Limited ING Vysya Bank Limited Hongkong & Shanghai Banking Corporation Limited State Bank of Hyderabad China Trust Commercial Bank Limited Punjab & Sind Bank Canara Bank Andhra Bank South Indian Bank Limited Societe Generale Bank Union Bank of India Indian Bank

Bullet- 23/09/2011 42 Equal Monthly Instalments 16 Equal Quarterly Instalments 16 Quarterly Instalments 48 Monthly Instalments 13 Quarterly Instalments 36 Equal Monthly Instalments 16 Quarterly Instalments Bullet-31/05/2011 3 Instalments 48 Monthly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 33 Monthly Instalments 12 Quarterly Instalments 34 Equal Monthly Instalments 16 Equal Quarterly Instalments 16 Equal Quarterly Instalments 24 Monthly Instalments 36 Equated Monthly Instalments 14 Quarterly Instalments 36 Equal Monthly Instalments 24 Equal Monthly Instalments 16 Quarterly Instalments Bullet 18/11/2011 36 Monthly Instalments 16 Equal Quarterly Instalments 16 Quarterly Instalments 16 Equal Quarterly Instalments 24 Equal Monthly Instalments 16 Equal Quarterly Instalments 48 Monthly Installament

F27

Shriram Transport Finance Company Limited Annexure IX Secured Loans

A Term Loan from banks Particulars

Date of disbursement 28-Jan-10 29-Jan-10 9-Feb-10 12-Mar-10 22-Mar-10 23-Mar-10 25-Mar-10 26-Mar-10 23-Mar-10 9-Apr-10 12-Apr-10 6-Apr-10 12-May-10 4-May-10 6-May-10 28-May-10 13-May-10 16-Jun-10 15-Jun-10 5-Jun-10 30-Jun-10 6-Jul-10 20-Jul-10 30-Jul-10 18-Aug-10 31-Aug-10 28-Aug-10 16-Sep-10 29-Sep-10 14-Oct-10 22-Dec-10 23-Dec-10 30-Dec-10

Disbursed Amount 30,000.00 10,000.00 2,800.00 5,000.00 12,000.00 10,000.00 10,000.00 25,000.00 1,200.00 10,000.00 10,000.00 750.00 32.00 6,000.00 14,000.00 5,000.00 7,500.00 2,500.00 10,900.00 10.60 20,000.00 15,000.00 2,500.00 10,000.00 12,500.00 20,000.00 5,000.00 10,000.00 30,000.00 9,000.00 5,000.00 50,000.00 2,700.00

Standard Chartered Bank Calyon Bank Shinhan Bank Dhanlaxmi Bank Limited J P Morgan Chase Bank Hongkong & Shanghai Banking Corporation Limited Corporation Bank Punjab National Bank Societe Generale Bank Deutsche Bank Hongkong & Shanghai Banking Corporation Limited State Bank of Mauritius Limited HDFC Bank Limited HDFC Bank Limited Hongkong & Shanghai Banking Corporation Limited Karnataka Bank Limited The Bank of Tokyo - Mitsubishi UFJ Limited City Union Bank Limited Development Bank Of Singapore Limited Axis Bank Limited Indian Bank Citibank N.A. Karur Vysya Bank Limited UBS A.G. Bank Hongkong & Shanghai Banking Corporation Limited Industrial Development Bank of India Limited Vijaya Bank Citibank N.A. Jammu & Kashmir Bank Limited ING Vysya Bank Limited Mizuho Corporate Bank Limited Axis Bank Limited State Bank of Mauritius Limited

As at March 31, 2011 20,000.00 10,000.00 2,800.00 4,001.00 12,000.00 6,666.67 8,000.00 16,180.00 600.00 10,000.00 6,944.44 562.50 26.93 6,000.00 14,000.00 4,038.26 7,500.00 2,206.81 10,900.00 9.15 16,226.03 15,000.00 2,187.50 10,000.00 10,069.45 19,523.81 4,270.83 10,000.00 30,000.00 7,750.00 5,000.00 50,000.00 2,475.00

( Rs in Lacs) Repayment Terms

5 Instalments Bullet 29/01/2012 Bullet-01/01/2014 15 Quarterly Instalments Bullet - 06/04/2011 36 Equal Monthly Instalments 20 Quaterly Instalments 34 Monthly Instalments 24 Monthly Instalments Bullet 06/04/2013 36 Monthly Instalments 12 Quaterly Instalments 60 Monthly Instalments Bullet-04/05/2011 Bullet-06/05/2011 16 Equal Quarterly Instalments Bullet-14/05/2012 60 Equated Monthly Instalments Bullet 15/06/2012 60 Monthly Instalments 48 Monthly Instalments Bullet -06/07/2011 16 Equal Quarterly Instalments Bullet-29/07/2011 36 Equal Monthly Instalments 42 Monthly Instalments 48 Equal Monthly Instalments Bullet 16/09/2011 14 Equal Quaterly Intalments 36 Equal Monthly Instalments Bullet 20/06/2011 3 Yearly Instalments 12 Quarterly Instalments

F28

Shriram Transport Finance Company Limited Annexure IX Secured Loans

A Term Loan from banks Particulars

Date of disbursement 31-Dec-10 31-Dec-10 9-Nov-10 8-Feb-11 1-Mar-11 9-Mar-11 23-Mar-11 31-Mar-11 4-Feb-11 4-Feb-11 20-Jan-11 14-Feb-11 3-Mar-11 14-Feb-11 6-Jan-11 24-Mar-11 10-Mar-11 28-Jan-11

Disbursed Amount 10,000.00 10,000.00 10,000.00 50,000.00 2,000.00 11,000.00 5,000.00 2,500.00 3,600.00 9,000.00 20,000.00 10,000.00 3,500.00 30,000.00 15,000.00 2,000.00 5,000.00 10,000.00 1,356,524.60

Corporation Bank The Laxmi Vilas Bank Limited State Bank of Travancore Axis Bank Limited Abu Dhabi Commercial Bank Limited Development Bank of Singapore Limited Development Bank of Singapore Limited Federal Bank Limited Hongkong & Shanghai Banking Corporation Limited Hongkong & Shanghai Banking Corporation Limited Indian Overseas Bank J P Morgan Chase Bank Societe Generale Bank Standard Chartered Bank Standard Chartered Bank The Bank of Tokyo - Mitsubishi UFJ Limited Calyon Bank Allahabad Bank Total

As at March 31, 2011 9,500.00 10,000.00 9,333.19 50,000.00 2,000.00 11,000.00 5,000.00 2,500.00 3,500.00 8,750.00 20,000.00 10,000.00 3,500.00 30,000.00 15,000.00 2,000.00 5,000.00 10,000.00 937,999.97

(Rs in Lacs) Repayment Terms

20 Quarterly Instalments 6 Equal Monthly Instalments 60 Monthly Instalments 3 Equal Yearly Instalmentsl 6 Monthly instalments Bullet 07/10/2014 Bullet 23/10/2014 Bullet 31/03/2014 36 Monthly Instalments 36 Monthly Instalments 16 Equal Quarterly Instalments Bullet 15/05/2013 24 Monthly Instalments 3 Equal Yearly Instalments Bullet 06/01/2012 Bullet 24/03/2011 Bullet 10/03/2013 Bullet -28/01/2015

B Term Loan from others Particulars

Date of disbursement 29-Jun-05 2-Jan-06 14-Jun-06 29-Sep-08 20-Apr-10 25-May-10 20-Sep-10

Disbursed Amount 2,500.00 2,500.00 7,500.00 10,000.00 5,000.00 6,500.00 10,000.00 44,000.00

L&T Finance Limited L&T Finance Limited Life Insurance Corporation of India Small Industries Development Bank of India GE Capital Services India SICOM Citicorp Finance (India) Limited Total

As at March 31, 2011 130.52 383.92 1,500.00 1,900.00 5,000.00 6,500.00 10,000.00 25,414.44

( Rs in Lacs) Repayment Terms

72 Monthly Instalments 72 Monthly Instalments 5 Annual Instalments 33 Monthly Instalments Bullet 23/04/2013 Bullet-25/05/2011 Bullet-25/09/2011

F29

Shriram Transport Finance Company Limited Annexure IX Secured Loans C Cash Credit from Banks as on 31st March 2011 Particulars Date of Sanction Amount Sanctioned 2,500.00 600.00 6,000.00 7,500.00 17,500.00 15,000.00 4,000.00 30,000.00 10,000.00 10,000.00 5,000.00 15,000.00 5,000.00 5,000.00 22,175.00 47,000.00 5,000.00 20,000.00 20,000.00 5,000.00 252,275.00 (Rs in Lacs) As at March 31, 2011 16.16 400.07 1.71 5,094.20 5,018.37 37.84 0.09 24,873.07 2.08 2,510.38 0.96 9.45 4.45 100.06 9.15 1,737.54 2,044.07 5,350.22 1,007.93 16.99 48,234.79

Federal Bank Limited Bank of Ceylon Punjab National Bank State Bank of Travancore Dena Bank UCO Bank Bank of Baroda Central Bank of India Bank of Maharashtra State Bank of Mysore State Bank of Bikaner And Jaipur Andhra Bank Indian Bank South Indian Bank Limited Union Bank of India State Bank of India State Bank of Patiala Oriental Bank of Commerce Allahabad Bank Vijaya Bank TOTAL

16-Mar-11 7-Dec-09 24-Dec-07 4-Oct-10 26-Aug-10 1-Sep-09 10-Jul-10 21-Aug-09 15-Jan-11 30-Dec-10 8-Mar-11 30-Dec-09 29-Jan-10 30-Nov-09 31-Mar -11 29-Mar-11 07-Sep-09 10-Jan-11 22-Dec-10 30-Dec-10

Cash credit with Banks Unutilised as at 31st March 2011 Particulars Date of Sanction Bank of India Bank of Bahrain & Kuwait Canara Bank Corporation Bank Dhanlaxmi Bank Limited Deutsche Bank HDFC Bank Limited Hongkong & Shanghai Banking Corporation Limited ICICI Bank Limited Industrial Development Bank of India Limited Indian Overseas Bank Indusind Bank Limited Kotak Mahindra Bank Ratnakar Bank Limited 3-Jun-10 13-Aug-08 19-Mar-11 10-Dec-10 28-Feb-11 07-Aug-09 5-Mar-09 2-Feb-11 15-Mar-11 5-Oct-10 20-Oct-10 02-Mar-10 22-Feb-11 20-Sep-08
F30

Amount Sanctioned 47,500.00 1,000.00 7,500.00 5,000.00 500.00 2,500.00 12,000.00 4,000.00 19,000.00 20,000.00 30,000.00 3,250.00 1,500.00 1,000.00

Shriram Transport Finance Company Limited Annexure IX Secured Loans Cash credit with Banks Unutilised Particulars Standard Chartered Bank Syndicate Bank United Bank of India Axis Bank Limited (Rs in Lacs) Amount Sanctioned 4,200.00 10,000.00 15,000.00 14,000.00

Date of Sanction 20-Jan-11 4-Mar-10 10-Jan-11 20-Sep-10

Citibank N.A. City Union Bank Limited Barclays Bank PLC Bank of America Yes Bank TOTAL

15-Oct-07 15-Mar-10 24-Mar-09 1-Nov-10 14-Jan-11

5,000.00 5,000.00 15,000.00 2,350.00 7,500.00 232,800.00

D Privately placed Redeemable Non Convertible Debenture of Rs 1,000,000/- each (Rs. in Lacs) Repayment Terms

Particulars Quoted: Life Insurance Corporation of India UTI -Unit Linked Insurance Plan UTI -Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI - Childrens Career Balanced Plan UTI - Retirement Benefit Pension Fund BNP Paribas Money Plus Fund IDFC Hybrid Portfolio Fund-Series I BNP Paribas Fixed Term Fund-Series 18D ICICI Prudential Fixed Maturity Plan Series45 - Three Years Plan Life Insurance Corporation of India General Insurance Corporation of India United Bank of India Principal Trustee Company Private Limited A/C Principal Mutual FundPrincipal Near - Term Fund - Conservative Plan Principal Trustee Company Private Limited -Principal Mutual Fund Principal Ultra Short Term Fund Standard Chartered Bank (Mauritius) Limited -Debt Tata Trustee Company Limited A/C Tata Mutual Fund A/C Tata Fixed Maturity Plan - Series 25 Scheme A

Date of Allotment

Disbursed Amount 15,000.00 3,500.00 2,500.00 2,500.00 1,500.00 850.00 500.00 150.00 8,000.00 30,000.00 1,000.00 5,000.00 2,400.00

As at March 31, 2011

2-May-08 20-Jun-08 20-Jun-08 20-Jun-08 20-Jun-08 15-Sep-08 15-Sep-08 15-Sep-08 17-Sep-08 3-Nov-08 26-Nov-08 28-Mar-09 20-Apr-09

15,000.00 3,500.00 2,500.00 2,500.00 1,500.00 850.00 500.00 150.00 8,000.00 30,000.00 1,000.00 5,000.00 2,400.00

Bullet -02-May-11 Bullet-20-Jun-11 Bullet-20-Jun-11 Bullet-20-Jun-11 Bullet-20-Jun-11 Bullet-15-Sep-11 Bullet-15-Sep-11 Bullet-15-Sep-11 Bullet-01-Sep-11 Bullet-03-Nov-13 Bullet-26-Nov-13 Bullet-28-Mar-12 Bullet-20-Apr-11

20-Apr-09

100.00

100.00

Bullet-20-Apr-11

30-Jun-09 14-Sep-09

25,000.00 1,500.00

12,500.00 1,500.00

2 Equal Annual Instalments Bullet-05-Apr-11

F31

Shriram Transport Finance Company Limited Annexure IX Secured Loans Privately placed Redeemable Non Convertible Debenture of Rs 1,000,000/- each Particulars Date of Allotment Disbursed Amount 2,000.00 500.00 1,000.00 1,000.00 240.00 130.00 90.00 40.00 7,500.00 5,000.00 2,500.00 As at March 31, 2011 (Rs in Lacs) Repayment Terms

Corporation Bank Rural Postal Life Insurance Fund A/C UTI AMC Cholamandalam MS General Insurance Company Limited Corporation Bank ING Mutual Fund A/C ING Short Term Income Fund ING Mutual Fund A/C ING Income Fund ING Mutual Fund A/C ING Balanced Fund ING Mutual Fund A/C ING MIP Fund UTI - Childrens Career Balanced Plan UTI-Unit Linked Insurance Plan UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI-MIS-Advantage Plan UTI - Retirement Benefit Pension Fund UTI - Monthly Income Scheme Unquoted: CMNK Consultancy & Services Private Limited Take Solutions Limited Take Solutions Limited

4-May-10 4-May-10 6-May-10 6-May-10 6-May-10 6-May-10 6-May-10 6-May-10 14-May-10 14-May-10 14-May-10

2,000.00 500.00 1,000.00 1,000.00 240.00 130.00 90.00 40.00 7,500.00 5,000.00 2,500.00

Bullet-04-May-13 Bullet-04-May-13 Bullet-06-May-13 Bullet-06-May-13 Bullet-06-May-13 Bullet-06-May-13 Bullet-06-May-13 Bullet-06-May-13 Bullet-14-May-13 Bullet-14-May-13 Bullet-14-May-13

14-May-10 14-May-10 14-May-10

2,000.00 2,000.00 1,000.00

2,000.00 2,000.00 1,000.00

Bullet-14-May-13 Bullet-14-May-13 Bullet-14-May-13

28-Mar-11 28-Mar-11 28-Mar-11

2,400.00 2,400.00 200.00 129,500.00

2,400.00 2,400.00 200.00 117,000.00

Bullet-28-Mar-12 Bullet-28-Mar-12 Bullet-28-Mar-12

E Privately placed Redeemable Non Convertible Debenture of Rs 1,000/- each (Rs in Lacs) Particulars Retail Debentures As at March 31, 2011 220,813.98 Repayment Terms Redeemable at par over a period 12 to 160 months

F32

Shriram Transport Finance Company Limited Secured Loans F Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each (2009)- quoted Particulars As at March 31, 2011 Repayment Terms Option -I (40% of Face value) 3,489.95 26.08.2012 Option -I (40% of Face value) 3,489.95 26.08.2013 Option -I (20% of Face value) 1,744.97 26.08.2014 Option -II (40% of Face value) 2,949.84 26.08.2012 Option -II (40% of Face value) 2,949.84 26.08.2013 Option -II (20% of Face value) 1,474.92 26.08.2014 Option -III 10,422.51 26.08.2014 Option -IV 2,274.12 26.08.2014 Option -V Total 66,988.63 95,784.73 26.08.2012 Annexure IX (Rs in Lacs)

G Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each (2010) - quoted (Rs in Lacs) Particulars Option -I Option -II Option -III (40% of Face value) Option -III (40% of Face value) Option -III (20% of Face value) Total Total Secured Loans (A+B+C+D+E+F+G) As at March 31, 2011 15,754.47 6,254.36 7,872.34 7,872.34 3,936.17 41,689.68 1,486,937.59 Repayment Terms 01.06.2015 01.06.2017 01.06.2013 01.06.2014 01.06.2015

Notes: 1 a. b. c. d. e. 2 a. Security Loans/CC aggregating to Rs. 1,011,613.12 Lacs are secured by specific assets covered under hypothecation loan agreements. Loans aggregating to Rs. 36.08 Lacs are secured by Vehicles. Redeemable Non convertible Debentures aggregating to Rs. 220,813.98 Lacs are secured by equitable mortgage of title deeds of immovable property, secured by charge on fixed assets and secured by hypothecation loan agreements. Redeemable Non convertible Debentures aggregating to Rs. 137,474.41 Lacs are secured by equitable mortgage of title deeds of immovable property and secured by specific assets covered under hypothecation loan agreements. Privately Placed Redeemable Non convertible Debentures aggregating to Rs. 117,000.00 Lacs are secured by equitable mortgage of title deeds of immovable property and specific assets covered under hypothecation loan agreements. Terms as regards Interest/Pre-payment: The Fixed Interest bearing Loans/CC/Non-convertible debentures aggregate to Rs. 769,795.00 Lacs and the floating interest bearing Loans/CC/Non-convertible debentures aggregate to Rs. 717,142.59 Lacs. Out of fixed interest bearing loans Rs. 28,036.28 Lacs are hedged. Out of the above, Loans/CC/Non-convertible debentures aggregating to Rs. 254,910.04 Lacs have an interest reset option.
F33

b.

Shriram Transport Finance Company Limited Annexure IX Secured Loans c. d. 3 Loans/CC/Non-convertible debentures aggregating to Rs. 524,118.64 Lacs have a Pre-payment option upon payment of stipulated charges. Loans/Non-convertible debentures aggregating to Rs. 47,141.94 Lacs have a Pre-payment option without payment of charges. Redeemable Non convertible Debentures issued under NCD Public Issue 2009 Option III and IV aggregating to Rs. 12,696.63 lacs have both Call & Put option after 48 months from date of allotment.

Redeemable Non convertible Debentures issued under NCD Public Issue 2010 Option I aggregating to Rs. 15,754.47 lacs and Option II aggreagating to Rs. 6,254.36 lacs have both Call & Put option after 36 months and 60 months respectively after date of allotment.

5 6

Privately Placed Redeemable Non convertible Debentures aggregating to Rs. 2,500.00 Lacs have Put option. Privately Placed Redeemable Non convertible Debentures - retail aggregating to Rs. 8,161.48 Lacs have Put option and Rs. 220,813.98 Lacs have Call option. Loans aggregating to Rs. 59,375.00 Lacs have Put call option. The bankers have a right to appoint a nominee director in case of loans/CC aggregating to Rs. 92,789.94 Lacs. The bankers have a right to convert debt into equity in case of default by the company for loan aggregating to Rs. 9,333.19 Lacs. The Redeemable Non Convertible Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the company. The company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the company. Subject to the provisions of The Companies Act, 1956, where the company has fully redeemed or repurchased any Secured NCD(s), the company shall have the right to keep such Secured NCDs in effect without extinguishment thereof, for the purpose of resale or reissue.

7 8 9 10

11 12

F34

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Oriental Bank of Commerce UTI - Monthly Income Scheme UTI-Unit Linked Insurance Plan Bank of India Bank of India Reliance Capital Trustee Company Limited-A/C Reliance Dual Advantage Fixed Tenure Fund Plan B BNP Paribas Bond Fund Reliance Capital Trustee Company Limited A/C Reliance Monthly Income Plan BNP Paribas Money Plus Fund BNP Paribas Monthly Income Plan UCO Bank Reliance Capital Trustee Company Limited-A/C Reliance Dual Advantage Fixed Tenure Fund Plan B BNP Paribas Bond Fund BNP Paribas Flexi Debt Fund BNP Paribas Money Plus Fund HVPNL Employees Pension Fund Trust Food Corporation of India CPF Trust HVPNL Employees Provident Fund Trust Gas Authority of India Limited Employees Provident Fund Trust The Jammu And Kashmir Bank Employees Provident Fund Trust GAIL Employees Superannuation Benefit Fund Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Asbestos Cement Limited Employees Provident Fund GAIL (India) Limited Employees Death-CumSuperannuation Gratuity Scheme Provident Fund of Mangalore Refinery And Petrochemicals Limited Mother Dairy Employees Provident Fund Trust GSFC Limited - Fibre Unit Employees P F Trust Trustees Provident Fund of The Employees of The Ugar Sugar Works Limited British High Commission India Staff Provident Fund L And T Niro Staff Provident Fund Alembic Limited Provident Fund Trust Date of Allotment 30-Nov-07 29-Jan-08 29-Jan-08 1-Feb-08 17-Mar-08 24-Mar-08 Disbursed Amount 1,000.00 1,500.00 1,000.00 1,500.00 1,500.00 1,500.00 As at March 31, 2011 1,000.00 1,500.00 1,000.00 1,500.00 1,500.00 1,500.00 ( Rs in Lacs ) Repayment Terms

Bullet-31-May-13 Bullet-29-Jul-13 Bullet-29-Jul-13 Bullet-01-May-13 Bullet-17-Sep-13 Bullet-24-Jun-13

24-Mar-08 24-Mar-08 24-Mar-08 24-Mar-08 27-Mar-08 2-May-08

1,350.00 1,000.00 1,000.00 150.00 1,000.00 1,000.00

1,350.00 1,000.00 1,000.00 150.00 1,000.00 1,000.00

Bullet-24-Jun-13 Bullet-24-Jun-13 Bullet-24-Jun-13 Bullet-24-Jun-13 Bullet-27-Jun-13 Bullet-03-Oct-13

2-May-08 2-May-08 2-May-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08
F35

810.00 490.00 200.00 2,250.00 1,000.00 750.00 300.00 200.00 100.00 100.00 60.00 50.00 40.00 30.00 30.00 30.00 20.00 10.00 10.00

810.00 490.00 200.00 2,250.00 1,000.00 750.00 300.00 200.00 100.00 100.00 60.00 50.00 40.00 30.00 30.00 30.00 20.00 10.00 10.00

Bullet-03-Oct-13 Bullet-03-Oct-13 Bullet-03-Oct-13 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-04-Aug-18

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Atlas Cycle Industries Provident Fund Trust Lubrizol India Limited Employees Provident Fund Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust Delhi Development Authority Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust UCO Bank Jacobs H And G Private Limited Employees Provident Fund Bank of Maharashtra Bank of Baroda The Indian Iron And Steel Co Limited Provident Institution Durgapur Steel Plant Provident Fund Ashok Leyland Senior Executives Provident Fund Rameshwara Jute Mills Workers Provident Fund Trust Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Shivani Kumar Russell Reynolds Associates India Employees Provident Fund Frank Ross Limited Employees' Provident Fund D S Savant And Sons Employees Provident Fund Paushak Limited Provident Fund AFCO Fincon Private Limited Rai And Sons Private Limited Employees Provident Fund Mehta And Padamsey Private Limited Employees Provident Fund Mehta And Padamsey Surveyors Private Limited Staff Provident Fund Hirabai Vithaldas Shubh Trust The Metal Rolling Works Limited Employees Educational Welfare Trust Sarvodaya Welfare Trust Hakamchand Vakhatram Philanthropic Trust Bangiya Gramin Vikash Bank Life Insurance Corporation of India Karnataka Power Corporation Limited Employee Contributory Provident Fund Trust Date of Allotment 4-Aug-08 4-Aug-08 5-Nov-08 5-Nov-08 7-Nov-08 26-Nov-08 26-Nov-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 15-Dec-08 23-Dec-08 23-Dec-08 Disbursed Amount 10.00 10.00 2,000.00 1,000.00 1,500.00 5,000.00 10.00 2,000.00 2,000.00 500.00 200.00 100.00 100.00 50.00 13.00 5.00 5.00 5.00 5.00 4.00 4.00 2.00 2.00 2.00 1.00 1.00 1.00 300.00 100.00 100.00 As at March 31, 2011 10.00 10.00 2,000.00 1,000.00 1,500.00 5,000.00 10.00 2,000.00 2,000.00 500.00 200.00 100.00 100.00 50.00 13.00 5.00 5.00 5.00 5.00 4.00 4.00 2.00 2.00 2.00 1.00 1.00 1.00 300.00 100.00 100.00 ( Rs in Lacs ) Repayment Terms

Bullet-04-Aug-18 Bullet-04-Aug-18 Bullet-05-Nov-18 Bullet-05-Nov-18 Bullet-07-Nov-18 Bullet-26-Feb-14 Bullet-26-Feb-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-11-Dec-14 Bullet-15-Mar-14 Bullet-23-Mar-14 Bullet-23-Mar-14

F36

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Maihar Cement Employees Provident Fund Century Textiles And Industries Limited (Cement Divisions) Superannuation Fund Manikgarh Cement Employees Superannuation Welfare Trust LIC of India - Gratuity Plus Bank of India Air- India Employees Provident Fund Hero Honda Motors Limited The Indian Iron And Steel Co Limited Provident Institution Durgapur Steel Plant Provident Fund RKM Provident Fund Rameshwara Jute Mills Workers Provident Fund Trust Radha Govind Samiti Megna Jute Mills Provident Fund L And T (Kansbahal) Staff And Workmen Provident Fund Hakamchand Vakhatram Philanthropic Trust Snehal Baid Bijay Singh Baid Sanjay Kumar Baid Wander Limited Employees Provident Fund Ramprakash Podar Charitable Trust Orient Ceramics Provident Fund Institution Burns Philp India Private Limited Employees Provident Fund L And T (Kansbahal) Officers And Supervisory Staff Provident Fund Eskaps (India) Private Limited Employees Provident Fund Mehta And Padamsey Private Limited Employees Provident Fund ICICI Bank Limited Jai Corp Limited Kotak Mahindra Trustee Co Limited A/C Kotak Credit Opportunities Fund Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust Kotak Mahindra Trustee Co Limited- A/C Kotak Monthly Income Plan 29-Dec-08 29-Dec-08 29-Dec-08 17-Jan-09 2-Apr-09 2-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 30.00 7.00 4.00 500.00 2,000.00 500.00 1,300.00 500.00 200.00 179.00 100.00 100.00 27.00 15.00 10.00 10.00 10.00 10.00 7.00 7.00 7.00 6.00 6.00 5.00 1.00 1,920.00 1,000.00 600.00 440.00 300.00 30.00 7.00 4.00 500.00 2,000.00 500.00 1,300.00 500.00 200.00 179.00 100.00 100.00 27.00 15.00 10.00 10.00 10.00 10.00 7.00 7.00 7.00 6.00 6.00 5.00 1.00 1,920.00 1,000.00 600.00 440.00 300.00 Bullet-29-Dec-18 Bullet-29-Dec-18 Bullet-29-Dec-18 Bullet-17-Apr-14 Bullet-02-Jul-14 Bullet-02-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-18-Jul-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Date of Allotment Disbursed Amount As at March 31, 2011 ( Rs in Lacs ) Repayment Terms

F37

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Abn Amro Bank N V Employees' Provident Fund Kotak Mahindra Trustee Company Limited A/C. Kotak Mahindra Bond Short Term Plan Aradhana Investments Limited Cheviot Agro Industries Limited Pravin Shripad Bhalerao R S R Mohota Spg And Wvg Mills Limited Employees Provident Fund Trust Hinganghat Sunderdevi Baid Bela Anil Dalal Meenakshi Baid Aditya Share Dealings And Trading Private Limited Cheviot Company Limited Employees Gratuity Trust Fund Amrish A Dalal Bijay Singh Baid Ganpati Share Cap Private Limited Bajaj Allianz Life Insurance Company Limited NPS Trust- A/C LIC Pension Fund Scheme - Central Government Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela Food Corporation of India CPF Trust Air- India Employees Provident Fund Best Location Properties Private Limited Allahabad Bank United India Insurance Company Limited Employees Gratuity Fund NPS Trust- A/C SBI Pension Fund Scheme - State Government NPS Trust- A/C LIC Pension Fund Scheme - State Government Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Sprism Investment Services P Limited Sushilkumar N Trivedi Ashok Leyland Employees Hosur Provident Fund Trust Centre For Development of Telematics Employees Provident Fund Trust Uma Narayana Moorthy P Anusha 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 150.00 100.00 100.00 30.00 30.00 20.00 20.00 15.00 15.00 15.00 10.00 10.00 10.00 10.00 3,500.00 1,310.00 1,000.00 1,000.00 600.00 500.00 500.00 500.00 497.00 200.00 160.00 55.00 50.00 30.00 30.00 25.00 15.00 150.00 100.00 100.00 30.00 30.00 20.00 20.00 15.00 15.00 15.00 10.00 10.00 10.00 10.00 3,500.00 1,310.00 1,000.00 1,000.00 600.00 500.00 500.00 500.00 497.00 200.00 160.00 55.00 50.00 30.00 30.00 25.00 15.00 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Date of Allotment Disbursed Amount As at March 31, 2011 ( Rs in Lacs ) Repayment Terms

F38

Shriram Transport Finance Company Limited Annexure X Unsecured Loans ( Rs in Lacs ) Particulars A Privately Placed Subordinated debts -quoted The Municipal Co-Op Bank Employee Provident Fund Kala Gopalakrishnan Humphreys And Glasgow Directors Superannuation Fund NPS Trust- A/C SBI Pension Fund Scheme C - Tier I Orient Ceramics Provident Fund Institution R A Nariman And Co Limited Employees Provident Fund Trust Abdullah Hakimuddin Poonawala United India Insurance Company Limited Bank of India Provident Fund Air- India Employees Provident Fund The Kalyan Janata Sahakari Bank Limited The Zoroastrian Co-Operative Bank Limited The Jammu And Kashmir Bank Employee Pension Fund Trust Engineers India Limited Employees Provident Fund The Jammu And Kashmir Bank Employees Provident Fund Trust NIIT Limited Employees Provident Fund Trust Pune Zilla Madhyawarti Sahakari Bank Maryadit Provident Fund GHCL Officers Provident Fund Trust Bharatiya Vidya Bhavan Staff Contributory Provident Fund Hooghly Docking Works Provident Fund The National Peroxide Limited Employees Gratuity Fund Intervet India Private Limited Employees Provident Fund Trust A V George Group Employees Provident Fund ( Trustees ) The Board of Trustees IPIRTIECPF Industrial Jewels Private Limited Provident Fund Darashaw & Company Private Limited Spintex Private Limited Swan Silk Limited Employees Provident Fund Trust 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 31-Oct-09 31-Oct-09 31-Oct-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 10.00 5.00 3.00 3.00 3.00 2.00 2.00 2,000.00 500.00 400.00 500.00 500.00 400.00 300.00 200.00 50.00 25.00 20.00 20.00 10.00 10.00 10.00 10.00 9.00 8.00 8.00 5.00 5.00 10.00 5.00 3.00 3.00 3.00 2.00 2.00 2,000.00 500.00 400.00 500.00 500.00 400.00 300.00 200.00 50.00 25.00 20.00 20.00 10.00 10.00 10.00 10.00 9.00 8.00 8.00 5.00 5.00 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-27-Jan-15 Bullet-31-Oct-19 Bullet-31-Oct-19 Bullet-31-Oct-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Date of Allotment Disbursed Amount As at March 31, 2011 Repayment Terms

F39

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Empire Industries Limited Garlick Engineering Staff Provident Fund Aditya Vikram Saria Trustees The Provident Fund of The Board of Management of The Bombay Properties of The Indian Institute of Science Nokia India Employees Provident Fund Youth Development Co Op Bank Limited Kolhapur Trustees Hind Lamps Employees Provident Fund ( Exempted Employees ) Pawan Agarwal Pankaj Agarwal Central Board of Irrigation And Power Provident Fund Trust Preeti Agarwal East Commercial Private Limited Guljit Chaudhri S Raja Orient Ceramics Provident Fund Institution Securities Trading Corporation of India Limited Associated Capsules Private Limited Allbank Finance Limited Keki Minoo Mistry Samar Sharad Chauhan Mathrubhumi Employees Superannuation Fund Virendra Ratilal Sangharajka Ritu Modani Usha Modani Anu Khattar Shriram Life Insurance Company Limited Shriram Life Insurance Co Limited - Preserver Army Group Insurance Fund Trustees Union Bank of India Employees Provident Fund Tamilnad Mercantile Bank Limited , NPS Trust- A/C SBI Pension Fund Scheme - Central Government NPS Trust- A/C LIC Pension Fund Scheme - Central Government Air- India Employees Provident Fund Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust 24-Nov-09 24-Nov-09 24-Nov-09 5.00 4.00 1.00 5.00 4.00 1.00 Bullet-22-Nov-19 Bullet-22-Nov-19 Bullet-22-Nov-19 Date of Allotment Disbursed Amount As at March 31, 2011 ( Rs in Lacs ) Repayment Terms

31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 6-Jan-10 6-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10

110.00 100.00 100.00 40.00 40.00 20.00 20.00 10.00 10.00 5.00 4.00 3,920.00 100.00 100.00 30.00 30.00 10.00 5.00 3.00 2.00 1.00 230.00 70.00 1,500.00 1,000.00 1,000.00 500.00 500.00 200.00 70.00

110.00 100.00 100.00 40.00 40.00 20.00 20.00 10.00 10.00 5.00 4.00 3,920.00 100.00 100.00 30.00 30.00 10.00 5.00 3.00 2.00 1.00 230.00 70.00 1,500.00 1,000.00 1,000.00 500.00 500.00 200.00 70.00

Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-31-Dec-19 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-30-Jun-15 Bullet-06-Jul-15 Bullet-06-Jul-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15

F40

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted The Lakshmi Vilas Bank Limited Employees Provident Fund Sheela Ashwin Chiniwalla Asha Sharad Chauhan Sheela Chiniwalla Sharad Pitamber Chauhan NPS Trust- A/C ICICI Prudential Pension Fund Scheme C - Tier I NPS Trust- A/C ICICI Prudential Pension Fund Scheme C - Tier II Pranav Bajoria Priyanka S Bajoria Kailash Kumar Gupta Industrial Jewels Private Limited Provident Fund R A Nariman And Company Limited Employees Provident Fund Trust Bank of Maharashtra Food Corporation of India CPF Trust NPS Trust- A/C LIC Pension Fund Scheme - Central Government Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Colgate- Palmolive (India) Limited Provident Fund Ashok Leyland Employees Hosur Provident Fund Trust Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust Deys Medical Stores Mfg.(UP) Limited Provident Fund The Municipal Co-Operative Bank Employee Provident Fund Air- India Employees Provident Fund Shree Vardhaman Sahakari Bank Limited Loknete Dattaji Patil Sahkari Bank Limited ,Lasalgaon Huntsman Advanced Materials ( India ) Pvt Limitedemployees Gratuity Fund Petro Araldite Private Limited Employees Provident Fund United India Insurance Company Limited Employees Provident Fund Bank of India Provident Fund The Kalyan Janata Sahakari Bank Limited Model Co-Operative Bank Limited Provident Fund of Mangalore Refinery And Petrochemicals Limited Date of Allotment 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10
F41

Disbursed Amount 50.00 32.00 31.00 27.00 25.00 21.00 10.00 10.00 10.00 10.00 3.00 1.00 1,000.00 200.00 117.00 90.00 50.00 24.00 10.00 5.00 4.00 700.00 145.00 50.00 3.00 2.00 870.00 500.00 250.00 200.00 80.00

As at March 31, 2011 50.00 32.00 31.00 27.00 25.00 21.00 10.00 10.00 10.00 10.00 3.00 1.00 1,000.00 200.00 117.00 90.00 50.00 24.00 10.00 5.00 4.00 700.00 145.00 50.00 3.00 2.00 870.00 500.00 250.00 200.00 80.00

( Rs in Lacs ) Repayment Terms

Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-18-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-22-Apr-15 Bullet-29-Jan-20 Bullet-29-Jan-20 Bullet-29-Jan-20 Bullet-29-Jan-20 Bullet-29-Jan-20 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted The Jain Sahakari Bank Limited Nandlal Pribhdas Tolani Cutler Hammer Provident Fund Trust ICB Limited Employees Provident Fund Prem Subramaniam Industrial Jewels Private Limited Provident Fund Hema Parameswaran Vijaya R K T P Viswanathan Lotus Beauty Care Products Private Limited Kotak Mahindra Trustee Company Limited A/C Kotak flexi Debt Scheme Kotak Mahindra Trustee Co Limited A/C Kotak Credit Opportunities Fund Kotak Mahindra Trustee Co Limited- A/C Kotak Monthly Income Plan Kotak Mahindra Trustee Company Limited A/C. Kotak Mahindra Bond Short Term Plan Bajaj Allianz Life Insurance Company Limited Bajaj Allianz General Insurance Company Limited Infrastructure Development Finance Company Limited NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government Board of Trustees For Bokaro Steel Employees Provident Fund The Oriental Insurance Company Limited Provident Fund RKM Provident Fund HUDCO Employees C P F Trust Engineers India Limited Employees Provident Fund The Rami Investments Private Limited Power Finance Corporation Limited Employees Provident Fund The India Cements Employees Provident Fund M R Rajaram Maihar Cement Employees Provident Fund Garodia Traxim Private Limited Vrajlal P Babaria Charitable Trust Hemakshi Mahesh Shah Date of Allotment 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 15-Feb-10 29-Mar-10 29-Mar-10 29-Mar-10 29-Mar-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 Disbursed Amount 70.00 50.00 25.00 10.00 10.00 4.00 2.00 1.00 1.00 100.00 2,100.00 1,300.00 1,100.00 500.00 1,500.00 1,000.00 2,000.00 1,480.00 500.00 350.00 200.00 100.00 100.00 100.00 50.00 30.00 30.00 30.00 10.00 10.00 10.00 As at March 31, 2011 70.00 50.00 25.00 10.00 10.00 4.00 2.00 1.00 1.00 100.00 2,100.00 1,300.00 1,100.00 500.00 1,500.00 1,000.00 2,000.00 1,480.00 500.00 350.00 200.00 100.00 100.00 100.00 50.00 30.00 30.00 30.00 10.00 10.00 10.00 ( Rs in Lacs ) Repayment Terms

Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-15-Feb-20 Bullet-29-Sep-15 Bullet-29-Sep-15 Bullet-29-Sep-15 Bullet-29-Sep-15 Bullet-19-Apr-16 Bullet-19-Apr-16 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20

F42

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela Rasoi Limited United India Insurance Company Limited Board of Trustees For Bokaro Steel Employees Provident Fund Welspun Corp Limited NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government Infrastructure Development Finance Company Limited ICICI Bank Limited NPS Trust- A/C LIC Pension Fund Scheme - State Government Jharkhand Gramin Bank NPS Trust- A/C LIC Pension Fund Scheme - Central Government British High Commission India Staff Provident Fund NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Government NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government NPS Trust- A/C SBI Pension Fund Scheme - State Government NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Government NPS Trust- A/C SBI Pension Fund Scheme C - Tier I NPS Trust- A/C SBI Pension Fund Scheme C - Tier II Bank of India Provident Fund Jharkhand Gramin Bank Indian Oil Corporation Limited (Assam Oil Division) Employees Provident Fund Nagpur Nagarik Sahakari Bank Limited Board of Trustees For Bokaro Steel Employees Provident Fund Sulaimani Co- Operative Bank Limited Arvind Sahakari Bank Limited Nokia India Employees Provident Fund 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 26-Apr-10 26-Apr-10 26-Apr-10 26-Apr-10 26-Apr-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 1,000.00 500.00 500.00 500.00 7,500.00 6,200.00 2,500.00 1,700.00 600.00 500.00 400.00 300.00 300.00 1,000.00 969.00 500.00 30.00 1.00 2,000.00 500.00 400.00 300.00 200.00 100.00 100.00 100.00 1,000.00 500.00 500.00 500.00 7,500.00 6,200.00 2,500.00 1,700.00 600.00 500.00 400.00 300.00 300.00 1,000.00 969.00 500.00 30.00 1.00 2,000.00 500.00 400.00 300.00 200.00 100.00 100.00 100.00 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-19-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-20-Apr-20 Bullet-26-Jul-15 Bullet-26-Jul-15 Bullet-26-Jul-15 Bullet-26-Jul-15 Bullet-26-Jul-15 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Date of Allotment Disbursed Amount As at March 31, 2011 ( Rs in Lacs ) Repayment Terms

F43

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Madras Fertilizers Limited Employees Contributory Provident Fund Punjab State Warehousing Corporation Employee Provident Fund Jagatjit Cotton Textile Mills Limited Provident Fund Trust NIIT Technologies Limited Employees Provident Fund Trust Hindustan Electro Graphites Officers Contributory P F Trust Andhra Pradesh State Road Transport Corporation Employees Deposit Linked Insurance Fund Preeti Agarwal Reena Pawan Agarwal Maihar Cement Employees Provident Fund Shikha Sawhney Nitya Daga Taurus Asset Management Company Limited MMTC Limited CPF Trust Suman Bansi Dhar M R Rajaram Amar Ujala Publications Limited Employees Provident Fund Trust Escorts Heart Institute And Research Centre Employees Provident Fund Trust Noshir Faramji Tankariwala Arya Offshore Services Private .Limited Employees Provident Fund Rajesh Bhikhubhai Shah The Champdany Jute Company Limited Gratuity Fund RHC Holding Employees Provident Fund Trust Dempo Mining Corporation Private Limited Employees Provident Fund BPCL Employees Provident Fund Trust Ashok Leyland Employees Bhandara Provident Fund Trust Paharpur Cooling Towers Officers Provident Fund Burns Philp India Private Limited Employees Provident Fund Superhouse Leathers Limited Employees Provident Fund Trust 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 50.00 50.00 50.00 40.00 37.00 30.00 30.00 30.00 30.00 30.00 28.00 25.00 24.00 20.00 20.00 20.00 20.00 15.00 14.00 12.00 11.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 50.00 50.00 50.00 40.00 37.00 30.00 30.00 30.00 30.00 30.00 28.00 25.00 24.00 20.00 20.00 20.00 20.00 15.00 14.00 12.00 11.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Date of Allotment Disbursed Amount As at March 31, 2011 ( Rs in Lacs ) Repayment Terms

F44

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Ion Exchange (India) Limited's Provident Institution Lubrizol India Limited Employees Provident Fund Lawrence And Mayo (I) Private Limited Staff Provident Fund Krishna Murari Poddar The Ashok Hotel Employees Provident Fund Trust Raghuram Iyer Mataji Melan Devi Society (Regd.) Neelam Jolly Sangeeta Pareekh Bijni Dooars Employees Gratuity Fund Prithvi Raj Khanna L And T Niro Staff Provident Fund Eastern Dooars Employees Gratuity Fund Turner Morrison Officers Provident Fund Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust Kali Kripa Agro Investments Private Limited Shanti Prakash Goyal Industrial Jewels Private Limited Provident Fund Lily Commercial Private Limited Vin Vish Corporation Private Limited Employees Provident Fund Trust The Ganges Manufacturing Company Limited Employees Provident Fund (Compulsory) Scheme Gentech Chemicals Private Limited Ratan Griha Nirman Private Limited Munish Daga Dilipkumar Chandrashankar Trivedi Super Wares Private Limited Divine Investments Private Limited Quick Lithographers Private Limited Mcleod And Company Limited's Provident Fund ''A'' The Champdany Jute Company Limited Superannuation Fund Peekay Alkalies Private Limited Shriram Life Insurance Company Limited United Bank of India United India Insurance Company Limited Employees Provident Fund Date of Allotment 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 Disbursed Amount 10.00 10.00 10.00 10.00 10.00 10.00 10.00 8.00 8.00 7.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1,500.00 500.00 200.00 As at March 31, 2011 10.00 10.00 10.00 10.00 10.00 10.00 10.00 8.00 8.00 7.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1,500.00 500.00 200.00 ( Rs in Lacs ) Repayment Terms

Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-16 Bullet-03-May-16 Bullet-03-May-16

F45

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Wallace Flour Mills Comapny Private Limited The Lakshmi Vilas Bank Limited Employees Gratuity Fund Tata Capital Limited Army Group Insurance Fund Board of Trustees For Bokaro Steel Employees Provident Fund NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Government The Mogaveera Co - Operative Bank Limited Ranjan Kishor Shroff Sherry Dhanju Batliwala Sukeshi Sharad Sheth Goa Carbon Limited Employees Provident Fund Trust K Jagannatha Rao Jacobs H And G Private Limited Employees Provident Fund St Pauls School ILTI Excluded Employees Provident Fund Trust Dharmesh V Adnani Arya Offshore Services Private Limited Employees Provident Fund AFCO Fincon Private Limited Orient Ceramics Provident Fund Institution Dipika Dilip Modi Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust Ashok Leyland Employees Alwar Provident Fund Deys Medical Stores Mfg.(UP) Limited Provident Fund Dilipkumar Chandrashankar Trivedi Vithaldas Hakamchand Charitable Trust Gill And Co Pvt Limited Employees Provident Fund Maharaja Shree Umaid Mills Limited Senior Staff Provident Fund Tribhuvandas Foundation Staff Provident Fund Trust Humphreys And Glasgow Directors Superannuation Fund Date of Allotment 3-May-10 3-May-10 3-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 Disbursed Amount 200.00 100.00 2,500.00 500.00 500.00 500.00 500.00 200.00 33.00 30.00 25.00 20.00 15.00 15.00 15.00 10.00 10.00 8.00 8.00 6.00 5.00 5.00 5.00 5.00 5.00 4.00 4.00 3.00 3.00 3.00 As at March 31, 2011 200.00 100.00 2,500.00 500.00 500.00 500.00 500.00 200.00 33.00 30.00 25.00 20.00 15.00 15.00 15.00 10.00 10.00 8.00 8.00 6.00 5.00 5.00 5.00 5.00 5.00 4.00 4.00 3.00 3.00 3.00 ( Rs in Lacs ) Repayment Terms

Bullet-03-May-16 Bullet-03-May-16 Bullet-03-May-16 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20

F46

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted The Metal Rolling Works Limited Employees Educational Welfare Trust Vrajlal P Babaria Charitable Trust Leena Jeewan Shri Zalawad Jain Swetamber Murtipujak Mandal Sion-Matunga-Dadar-Wadala Sri Sathya Sai Institute of Higher Medical Sciences PG Employees Gratuity Fund Trust The Metal Rolling Works Limited Employees Medical Welfare Trust D S Savant And Sons Employees Provident Fund Narayan Purushottam Gokhale Jain Jagruti Centre Central Board Charitable Trust Puttur Narayanarao Girish Rao Kirti Karmarkar Anand Narendra R Patil Dipika Jitendrabhai Patel Ajay Bangur National Refinery Private Limited, Employees Gratuity Fund. Vin Vish Corporation Private Limited Employees Provident Fund Trust National Refinery PrivateLimited , Employees (Workmen At 87,Tardeo Road) Provident Fund. Hakamchand Vakhatram Philanthropic Trust Mangubai Gokaldas Charitable Trust Hirabai Vithaldas Shubh Trust Ashwini Abhijit Khade Union Bank of India (Employees') Pension Fund HDFC Ergo General Insurance Company Limited The Lakshmi Vilas Bank Limited Bank of India (Employees) Pension Fund United India Insurance Company Limited The Nainital Bank Limited Dombivli Nagari Sahakari Bank Limited Intrasoft Technologies Limited A P S R T C Employees Provident Fund Trust The Jalgaon Peoples Coop Bank Limited Shriram Life Insurance Company Limited Date of Allotment 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 Disbursed Amount 3.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1,000.00 1,000.00 500.00 1,500.00 1,000.00 500.00 500.00 500.00 400.00 300.00 60.00 As at March 31, 2011 3.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1,000.00 1,000.00 500.00 1,500.00 1,000.00 500.00 500.00 500.00 400.00 300.00 60.00 ( Rs in Lacs ) Repayment Terms

Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-28-May-16 Bullet-28-May-16 Bullet-28-May-16 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20

F47

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Shriram Life Insurance Company Limited - Balancer Jacobs H And G Limited Employees Gratuity Fund Shriram Life Insurance Company Limited - Preserver Mangalore Refinery And Petrochemicals Limited Gratuity Fund Centre For Development of Telematics Employees Provident Fund Trust Shriram Life Insurance Company Limited Industrial Jewels Private Limited Provident Fund Wander Limited Employees Provident Fund Renu Jain Hirojirao Ramrao Patankar Issal Superannuation Fund United India Insurance Company Limited Infrastructure Development Finance Company Limited Board of Trustees For Bokaro Steel Employees Provident Fund Syndicate Bank NPS Trust- A/C SBI Pension Fund Scheme - Central Government Nuclear Power Corporation of India Limited Employees Provident Fund Army Group Insurance Fund United India Insurance Company Limited Employees Provident Fund Indian Overseas Bank Staff Provident Fund UTI- Balanced Fund UTI Dynamic Bond Fund UTI-Unit Linked Insurance Plan UTI - Retirement Benefit Pension Fund UTI-Mis-Advantage Plan UTI - Children Career Balanced Plan UTI - Treasury Advantage Fund UTI-Mahila Unit Scheme UTI Short Term Income Fund Date of Allotment 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 4-Jun-10 4-Jun-10 4-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10
F48

Disbursed Amount 40.00 40.00 30.00 30.00 30.00 20.00 10.00 10.00 10.00 10.00 10.00 1,000.00 1,000.00 500.00 2,000.00 1,000.00 500.00 500.00 500.00 500.00 7,000.00 6,500.00 5,000.00 5,000.00 2,500.00 2,500.00 2,500.00 2,000.00 1,500.00

As at March 31, 2011 40.00 40.00 30.00 30.00 30.00 20.00 10.00 10.00 10.00 10.00 10.00 1,000.00 1,000.00 500.00 2,000.00 1,000.00 500.00 500.00 500.00 500.00 7,000.00 6,500.00 5,000.00 5,000.00 2,500.00 2,500.00 2,500.00 2,000.00 1,500.00

( Rs in Lacs ) Repayment Terms

Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-28-May-20 Bullet-04-Jun-20 Bullet-04-Jun-20 Bullet-04-Jun-20 Bullet-14-Sep-15 Bullet-14-Sep-15 Bullet-14-Sep-15 Bullet-14-Sep-15 Bullet-14-Sep-15 Bullet-14-Sep-15 Bullet-24-Aug-15 Bullet-24-Aug-15 Bullet-24-Aug-15 Bullet-24-Aug-15 Bullet-24-Aug-15 Bullet-24-Aug-15 Bullet-24-Aug-15 Bullet-24-Aug-15 Bullet-24-Aug-15

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela The Barnagore Jute Factory Company Limited Employees Provident Fund British High Commission India Staff Provident Fund Sail Rmd Establishment And Administrative Offices Employees Provident Fund The Thane District Central Co -Operative Bank Staff Provident Fund Jagatjit Cotton Textile Mills Limited Provident Fund Trust The Tribune Employee's Provident Fund Trust The Ashok Hotel Employees Provident Fund Trust Genius Consultants Employees Provident Fund Ujjwal Suri Madhukar P Choksi The Champdany Jute Company Limited Gratuity Fund Pawan Kumar Roongta Sona Koyo Steering Systems Limited Employees Provident Fund Trust Mahabir Prasad Roongta The Assam Company India Limited Management Staff Provident Fund Mount Shivalik Breweries Limited Employees Provident Fund Trust Henry Arthur Sydney Ledlie Holcim Services South Asia Employees Provident Fund Hooghly District Central Co-Operative Bank Limited A P S R T C Employees Provident Fund Trust NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government Indian Mercantile Co Operative Bank Limited Rajma Projects Priavte Limited Ultratech Cemco Provident Fund NIIT Technologies Limited Employees Provident Fund Trust 24-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 500.00 1,800.00 600.00 70.00 50.00 50.00 50.00 50.00 40.00 40.00 30.00 20.00 20.00 20.00 20.00 10.00 10.00 10.00 10.00 10.00 10.00 1,000.00 500.00 450.00 200.00 100.00 100.00 80.00 500.00 1,800.00 600.00 70.00 50.00 50.00 50.00 50.00 40.00 40.00 30.00 20.00 20.00 20.00 20.00 10.00 10.00 10.00 10.00 10.00 10.00 1,000.00 500.00 450.00 200.00 100.00 100.00 80.00 Bullet-24-Aug-15 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-30-Aug-25 Bullet-09-Sep-25 Bullet-09-Sep-25 Bullet-09-Sep-25 Bullet-09-Sep-25 Bullet-09-Sep-25 Bullet-09-Sep-25 Bullet-09-Sep-25 Date of Allotment Disbursed Amount As at March 31, 2011 ( Rs in Lacs ) Repayment Terms

F49

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars A Privately Placed Subordinated debts -quoted Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Shilpa Taneja Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO) Indian Overseas Bank Deutsche Bank International Asia - Debt Fund Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust Board of Trustees For Bokaro Steel Employees Provident Fund Anil Vipin Dalal HUF Nikhil Anil Dalal Jagdish Rani Basur Balkash Exim Private Limited Desai Amit Sumanlal HUF Manju Pande Avinash Chandra Sangal Jayaramaiah G Jaipur Finance Provident Fund Priti Viral Parekh Hindustan Composites Limited Rajesh Prabhakar Pathare Rajesh Prabhakar Pathare Amita Ambarbhai Patel Hemal Ambar Patel Pramod Vamanrao Bhavsar National Refinery Private Limited Employees(Workmen) Provident Fund National Refinery Private Limited Employees (Staff) Provident Fund Akshay Kumar Bhatia Kotak Mahindra Bank Limited TOTAL Date of Allotment 9-Sep-10 9-Sep-10 13-Sep-10 13-Sep-10 13-Sep-10 15-Oct-10 15-Oct-10 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 31-Dec-09 29-Jan-10 29-Jan-10 3-May-10 3-May-10 3-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 15-Oct-10 31-Mar-11 Disbursed Amount 60.00 10.00 22,500.00 2,300.00 200.00 2,000.00 300.00 10.00 15.00 20.00 140.00 20.00 10.00 2.00 1.00 1.00 10.00 280.00 4.00 3.00 5.00 5.00 3.00 3.00 4.00 200.00 2,500.00 210,317.00 As at March 31, 2011 60.00 10.00 22,500.00 2,300.00 200.00 2,000.00 300.00 10.00 15.00 20.00 140.00 20.00 10.00 2.00 1.00 1.00 10.00 280.00 4.00 3.00 5.00 5.00 3.00 3.00 4.00 200.00 2,500.00 210,317.00 ( Rs in Lacs ) Repayment Terms

Bullet-09-Sep-25 Bullet-09-Sep-25 Bullet-13-Sep-17 Bullet-13-Sep-17 Bullet-13-Sep-17 Bullet-15-Oct-28 Bullet-15-Oct-28 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-10-Oct-14 Bullet-31-Dec-19 Bullet-29-Jul-15 Bullet-29-Jul-15 Bullet-03-May-20 Bullet-03-May-20 Bullet-03-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-10-May-20 Bullet-15-Oct-28 Bullet-31-Mar-21

F50

Shriram Transport Finance Company Limited Annexure X Unsecured Loans B Term Loan from Banks Particulars Hongkong & Shanghai Banking Corporation Limited Syndicate Bank ( Rs in Lacs ) Repayment Terms 26-Jul-2010 to 26-Jun2012 Bullet-02-Jun-17

Date of Allotment 29-Oct-09 2-Jun-10

Disbursed Amount 52,647.21 10,000.00 62,647.21

As at March 31, 2011 41,468.76 10,000.00 51,468.76

Term Loan from Institution Particulars GE Capital TOTAL

Date of Allotment 7-Apr-10

Disbursed Amount 7,000.00 7,000.00

As at March 31, 2011 7,000.00 7,000.00

( Rs in Lacs ) Repayment Terms Bullet-19-Mar-12

Inter corporate Deposits Particulars Shakti Finance Limited

Date of Allotment 26-Feb-08

Disbursed Amount 88.97 88.97

As at March 31, 2011 1.73 1.73 112,946.23

( Rs in Lacs ) Repayment Terms 16 Quarterly installments

Fixed Deposits - Retail Investors

Redeemable at par over a period 12 to 60 months Redeemable at par over a period 61 to 88 months

Subordinated Debts - Retail Investors

111,189.68

Public issue of Subordinated debt of Rs. 1,000/- each (2010)-quoted Particulars Option -IV Option -IV Option -IV Option -V Total Total Unsecured Loans(A+B+C+D+E+F+G)

As at March 31, 2011 91.00 1,687.00 3,746.08 2,786.23 8,310.31 501,233.71

Repayment Terms 01.06.2017 01.03.2017 01.12.2016 01.06.2017

1 a b 2 3

Notes: Terms as regards Interest/Pre-payment: The Fixed Interest bearing Loans/Commercial Paper/Non-convertible debentures/Subordinated Debt/Fixed Deposit/Inter corporate Deposits aggregate to Rs. 442,264.95 Lacs and the floating interest bearing Loans/Subordinated Debts aggregate to Rs. 58,968.76 Lacs. Loans aggregating to Rs. 60,000.00 Lacs have an interest reset option. The Public Deposits may be foreclosed subject to applicable statutory and/or regulatory requirements. The company may, subject to applicable statutory and/or regulatory requirements, grant loan against the security of Public Deposits upon the terms and conditions as may be decided by the company.
F51

Annexure XI Shriram Transport Finance Company Limited Capitalization Statement (Rs. In Lacs) Particulars Debt Pre issue as at March 31, 2011 (Audited) As adjusted for issue *

Short Term Debt

179,494.67

179,494.67

Long Term Debt

1,808,676.63

1,908,676.63

Total Share holders Fund

1,988,171.30

2,088,171.30

Share Capital Stock Option Outstanding Reserves & Surplus (Refer Annexure IV Schedule 10) Less: Miscellaneous Expenditure

22,618.47 354.55 467,466.28 3,694.49

22,618.47 354.55 467,466.28 3,694.49

Total of Share holders Fund

486,744.81

486,744.81

Long Term Debt /Equity Ratio

3.72

3.92

* The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of Rs. 100,000.00 lacs from the Issue, as on March 31, 2011.

F52

Shriram Transport Finance Company Limited Statement of Tax Shelter (Rs in Lacs) For the year ended March 31, Particulars 2011 Profit as per accounting books Tax Rate Tax on Accounting Profit Permanent Differences Donation Exempt Dividend Income Disallowance u/s 14A Capital gains on sale of fixed assets Others Sub Total (A) Temporary Differences Disallowances U/s 43B Depreciation and Lease adjustments Deferred Revenue Expenses Service tax write off Delinquency Provision for Securitisation Provision for standard assets Others Sub Total (B) Net Adjustments (A+B) Tax Impact on Net Adjustments Total Taxation Current Tax Provision for the year 507.90 257.22 (127.71) 17,795.15 4,881.70 794.13 24,108.39 25,241.44 8,384.57 69,801.32 69,801.32 146.44 401.95 (2,217.22) 7,981.41 174.00 6,486.58 14,584.22 4,957.18 49,980.03 49,980.03 227.65 7,333.07 1,303.34 4,464.01 (5,020.77) 8,307.30 10,904.96 3,706.61 34,998.86 34,998.86 120.73 13,149.77 92.88 1,777.35 511.64 838.87 16,491.24 17,049.59 5,795.16 26,387.42 26,387.42 5.66 10,185.89 98.95 2,721.92 970.33 42.61 14,025.36 13,993.86 4,710.33 14,445.62 14,445.62 136.03 (2.13) 999.15 1,133.05 80.90 (874.71) 322.39 5,975.27 2,593.79 8,097.64 52.80 (486.91) 50.00 2,981.77 2,597.66 49.91 (519.33) 51.54 976.23 558.35 49.84 (20.84) (60.50) (31.50) 184,892.76 33.22% 61,416.75 2010 132,459.12 33.99% 45,022.85 2009 92,063.11 33.99% 31,292.25 2008 60,583.30 33.99% 20,592.26 2007 28,922.42 33.66% 9,735.29

Notes: 1. Profits after tax are often affected by the tax shelters which are available. 2. Some of these are of a relatively permanent nature while others may be limited in point of time. 3. Tax provisions are also affected by timing differences which can be reversed in future.

F53

Schedules forming part of the Reformatted Summary Statement Annexure XIII Significant Accounting Policies (a) Basis of preparation The financial statements have been prepared in conformity with generally accepted accounting principles to comply in all material respects with the notified Accounting Standards (AS) under Companies Accounting Standard Rules, 2006, as amended, the relevant provisions of the Companies Act, 1956 (the Act) and the guidelines issued by the Reserve Bank of India (RBI) as applicable to a Non Banking Finance Company (NBFC). The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. (b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting year end. Although these estimates are based upon managements best knowledge of current events and actions, actual results could differ from these estimates. Any revisions to the accounting estimates are recognised prospectively in the current and future years. (c) Fixed Assets, Depreciation/Amortisation and Impairment of assets Fixed Assets Fixed assets are stated at cost less accumulated depreciation/amortisation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the year till such assets are ready to be put to use. Depreciation/Amortisation Depreciation/Amortisation is provided on Straight Line Method (SLM), which reflect the managements estimate of the useful lives of the respective fixed assets and are greater than or equal to the corresponding rates prescribed in Schedule XIV of the Act. The assets for which rates higher used are as follows :

F54

Particulars Windmills Computer Software

Rates (SLM) 10% 33.33%

Schedule XIV rates (SLM) 5.28% 16.21%

Windmills are amortised over the remaining life of the asset, the life of windmills are estimated to be 10 years Leasehold improvement is amortised over the lease term subject to a maximum of 60 months. All fixed assets individually costing Rs. 5,000 or less are fully depreciated in the year of installation. Depreciation on assets sold during the year is recognised on a pro-rata basis to the profit and loss account till the date of sale. Impairment of assets The carrying amount of assets is reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment. Upto the year ended March 31, 2007 Depreciation Depreciation is provided using the Straight Line Method (SLM) at the rates prescribed under schedule XIV of the Act, which is managements estimate of useful lives of the assets. On the assets acquired up to December 15, 1993 at the rates applicable to said assets till that date; On the assets acquired on or after December 16, 1993 at revised rates prescribed in the said Schedule XIV; Fixed assets having an original cost less than or equal to Rs.5,000 individually are fully depreciated in the year of purchase or installation; The depreciation for the year includes the difference between the book value of the leased assets and the value realized in respect of the termination of the leased assets during the year. In respect of the leased assets, lease equalization / adjustment accounts are created for the shortfall in capital recovery and adjusted in depreciation / fixed assets.

Intangible Assets Costs relating to acquisition and development of computer software are capitalized in accordance with the AS 26 Intangible Assets issued by the ICAI and are amortised on a straight line method basis over a period of six years, which is managements estimate of its useful life. The carrying value of computer software is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

F55

(d)

Investments Investments intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline, other than temporary, in the value of the investments.

(e)

Provisioning / Write-off of assets Non performing loans are written off / provided for, as per management estimates, subject to the minimum provision required as per Non- Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Delinquencies on assets securitised are provided for based on management estimates of the historical data. Provision on standard assets is made as per the notification DNBS.PD.CC.No.207/ 03.02.002 /2010-11 issued by Reserve Bank of India for the year 2010-11. Upto the year ended March 31, 2007 Loans, hire purchase and lease receivables are written off / provided for, as per management estimates, subject to the minimum provision required as per Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. Delinquencies on assets securitized are provided for based on management estimates of the historical data.

(f)

Hypothecation loans Hypothecation loans are stated at the amount advanced including finance charges accrued and expenses recoverable, as reduced by the amounts received up to the balance sheet date and loans securitised.

(g)

Leases Where the Company is the lessor Assets given on operating leases are included in fixed assets. Lease income is recognised in the Profit and Loss Account on a straight-line basis over the lease term. Costs, including depreciation are recognised as an expense in the Profit and Loss Account. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Profit and Loss Account. Upto the year ended March 31, 2009 Assets given under a finance lease are recognised as a receivable at an amount equal to the net investment in the lease. Lease rentals are apportioned between principal and interest on the internal rate of return (IRR). The principal amount received reduces the net investment in the lease and interest is recognised as revenue. Initial direct costs are recognised immediately in the Profit and Loss Account. Where the Company is the lessee Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Operating lease payments are recognised as an expense in the Profit and Loss account on a straight-line basis over the lease term.

F56

(h)

Foreign currency translation Initial recognition Transactions in foreign currency entered into during the year are recorded at the exchange rates prevailing on the date of the transaction. Conversion Monetary assets and liabilities denominated in foreign currency are translated in to Rupees at exchange rate prevailing on the date of the Balance Sheet. Exchange differences All exchange differences are dealt with in the profit and loss account.

(i)

Inventories (upto the year ended March 31, 2009) Inventories are valued as follows: Raw materials, components, stores and spares: Lower of cost and net realizable value. Cost is determined on a weighted average basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

(j)

Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. i. ii. Income from financing activities is recognised on the basis of internal rate of return. Income recognised and remaining unrealised after installments become overdue for six months or more in case of secured/unsecured loans and twelve months or more in case of financial lease transactions are reversed and are accounted as income when these are actually realised. Additional finance charges / additional interest are treated to accrue only on realisation, due to uncertainty of realisation and are accounted accordingly. Gains arising on securitisation/direct assignment of assets is recognised over the tenure of agreements as per guideline on securitisation of standard assets issued by RBI, loss, if any is recognised upfront. Income from services is recognised as per the terms of the contract on an accrual basis. Interest income on fixed deposits/margin money, call money (CBLO), certificate of deposits, pass through certificates, subordinate debts and treasury bills is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. Dividend is recognised as income when right to receive payment is established by the date of balance sheet. Profit/loss on the sale of investments is recognized at the time of actual sale/redemption. Income from operating lease is recognized as rentals, as accrued on straight line basis over the period of the lease. Upto the year ended March 31, 2009 Income from power generation is recognized as per the terms of the Power Purchase Agreements with State Electricity Boards and on supply of power to the grid.

iii. iv. v. vi.

vii. viii. ix. x.

(k)

Employee benefits Provident Fund All the employees of the Company are entitled to receive benefits under the Provident Fund, a defined contribution plan in which both the employee and the Company contribute monthly at a stipulated rate. The Company has no liability for future Provident Fund benefits other than its annual contribution and recognises such contributions as an expense in the year it is incurred.

F57

Gratuity The Company provides for the gratuity, a defined benefit retirement plan covering all employees. The plan provides for lump sum payments to employees upon death while in employment or on separation from employment after serving for the stipulated year mentioned under The Payment of Gratuity Act, 1972. The Company accounts for liability of future gratuity benefits based on an external actuarial valuation on projected unit credit method carried out for assessing liability as at the reporting date. Leave Encashment Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method as at the reporting date. Actuarial gains/losses are immediately taken to profit and loss account and are not deferred. (l) Income tax Tax expense comprises of current tax, deferred tax and fringe benefit tax. Current income tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. The un-recognised deferred tax assets are re-assessed by the Company at each balance sheet date and are recognised to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realised. The carrying cost of the deferred tax assets are reviewed at each balance sheet date. The Company writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

F58

(m)

Segment reporting policies Identification of segments: The Companys operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate. Unallocated items: Unallocated items include income and expenses which are not allocated to any reportable business segment. Segment Policies : The company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the company as a whole.

(n)

Earnings per share Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

(o)

Provisions A provision is recognised when the company has a present obligation as a result of past event; it is probable that outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(p)

Cash and cash equivalents Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand, cheques on hand, remittances in transit and short term investments with an original maturity of three months or less.

(q)

Equity shares and Debentures issue expenses Issue expenses incurred on issue of equity shares are charged on a straight line basis over a period of 10 years. Public issue expenses, other than the brokerage, incurred on issue of debentures are charged off on a straight line basis over the weighted average tenor of underlying debentures. The brokerage incurred on issue of debentures is treated as expenditure in the year in which it is incurred.

(r)

Ancillary cost of borrowings Ancillary cost of borrowings are charged to Profit & Loss account in the year in which they are incurred. Upto the year ended March 31,2007 Expenses on mobilization of deposit/debentures have been charged to profit and loss account in the year in which they are incurred. However, expenses incurred upto March 31, 2003 have been charged to profit and loss account on the basis of duration of deposit/debenture.

F59

(s)

Derivative instruments (Upto the year ended March 31,2009) The Company uses derivative financial instruments of interest rate swaps to hedge its risks associated with fluctuations in the interest rate. As per the Institute of Chartered Accountants of India (ICAI) Announcement, accounting for derivative contracts, other than those covered under AS-11, are marked to market and the net loss after considering the offsetting effect on the underlying hedge item is charged to the income statement. Net gains are ignored. For the year ended March 31, 2007 Interest rate swap Swap contracts are initially recognized at fair value on the date on which a derivative contract is entered into and subsequently remeasured at fair value. Any gain or loss arising from change in fair value is taken directly to net profit or loss for the year.

(t)

Employee stock compensation costs Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance Note on Accounting for Employee Share-based Payments, issued by ICAI. The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortised over the vesting period of the option on a straight line basis.

F60

2. Notes to Accounts 1. Secured Loans a) (i) Privately placed Redeemable Non-convertible Debentures of Rs.1,000/- each As at March 31, 2011 22,081,398 220,813.98 As at March 31, 2010 18,870,314 188,703.14

Number Amount Rs in lacs

Secured by equitable mortgage of title deeds of immovable property. Further secured by charge on plant and machinery, furniture and other fixed assets of the Company, charge on Companys hypothecation loans, other loans, advances and investments of the Company subject to prior charges created or to be created in favour of the Companys bankers, financial institutions and others. Debentures are redeemable at par over a period of 12 months to 160 months from the date of allotment depending on the terms of the agreement. The earliest date of redemption is 01.04.2011 (March 31, 2010: 01.04.2010) Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company and subject to applicable statutory and/or regulatory requirements. (ii) Privately Placed Redeemable Non-Convertible Debenture of Rs.1,000,000/- each

Amount (Rs. in lacs) Date of Allotment/renewal 05.07.2007 As at March 31, 2011 25.07.2007 25.07.2007 10.09.2007 10,000.00 2,500.00 2,500.00 25.07.2010 25.07.2010 10.09.2010 As at March 31, 2010 5,000.00 7,000.00 1,000.00 Redeemable at par on 05.07.2010 09.07.2010 09.07.2010

09.07.2007 11.07.2007

F61

Amount (Rs. in lacs) Date of Allotment/renewal 15.10.2007 18.10.2007 19.10.2007 02.05.2008 20.06.2008 04.09.2008 08.09.2008 15.09.2008 15.09.2008 15.09.2008 15.09.2008 16.09.2008 17.09.2008 24.09.2008 26.09.2008 26.09.2008 08.10.2008 As at March 31, 2011 As at March 31, 2010 2,000.00 3,900.00 5,000.00 15,000.00 10,000.00 10,000.00 3,000.00 1,500.00 1,500.00 2,500.00 1,500.00 2,500.00 8,000.00 2,500.00 2,500.00 1,500.00 1,200.00 Redeemable at par on 15.10.2010 18.10.2010 19.10.2010 02.05.2011 20.06.2011 04.09.2010 08.09.2010 # 15.09.2011 15.09.2011 15.09.2010 30.04.2010 # 16.09.2011 01.09.2011 24.09.2010 26.09.2010 10.09.2010 06.04.2010

15,000.00 10,000.00 1,500.00 8,000.00 -

24.10.2008 03.11.2008

30,000.00

5,000.00 30,000.00

10.12.2010 03.11.2013

F62

Date of Allotment/renewal 26.11.2008 28.03.2009

Amount (Rs. in lacs) As at March 31, 2011 1,000.00 5,000.00 As at March 31, 2010 1,000.00 5,000.00 Redeemable at par on 26.11.2013 28.03.2012

13.04.2009

10,000.00

# 13.04.2011

*20.04.2009 17.06.2009 30.06.2009

2,500.00 12,500.00

2,500.00 2,500.00 25,000.00

20.04.2011 # 17.06.2011 30.06.2011

14.09.2009

1,500.00

1,500.00

05.04.2011

12.10.2009 24.03.2010 25.03.2010 06.05.2010 04.05.2010 14.05.2010 28.03.2011 28.03.2011 28.03.2011 TOTAL

2,500.00 2,500.00 20,000.00 2,400.00 2,400.00 200.00 117,000.00

9,000.00 2,400.00 2,600.00 198,600.00

# 12.04.2011 24.03.2011 25.03.2011 06.05.2013 04.05.2013 14.05.2013 28.03.2012 28.03.2012 28.03.2012

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. *Put option on 20th April 2011 # Redeemed prior to due date as per the terms of the issue Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company.

F63

(iii) Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each - 2009 Date of Allotment/ renewal 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 Total Amount (Rs. in lacs) As at March 31, 2011 3,489.95 3,489.95 1,744.97 2,949.84 2,949.84 1,474.92 10,422.51 2,274.12 66,988.63 95,784.73 As at March 31, 2010 3,489.95 3,489.95 1,744.97 2,949.84 2,949.84 1,474.92 10,422.51 2,274.12 66,988.63 95,784.73 Redeemable at par on 26.08.2012 26.08.2013 26.08.2014 26.08.2012 26.08.2013 26.08.2014 26.08.2014 26.08.2014 26.08.2012 Put and Call option 26.08.2013 26.08.2013 -

Option Detail Option -I Option -I Option -I Option -II Option -II Option -II Option -III Option -IV Option -V Total

a. b. c.

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. The Company has utilised the entire sum of Rs. 99,999.96 lacs raised from public issue (net off expenses) towards asset financing activities as per the objects stated in the prospectus for the issue. Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company and subject to statutory and/or regulatory requirements.

(iv) Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each - 2010 Amount (Rs. in lacs) Option Detail Option -I Option II Option III Option III Option III Total a. b. c. Date of Allotment/ renewal 02.06.2010 02.06.2010 02.06.2010 02.06.2010 02.06.2010 As at March 31, 2011 15,754.47 6,254.36 7,872.34 7,872.34 3,936.17 41,689.68 As at March 31, 2010 Redeemable at par on 01.06.2015 01.06.2017 01.06.2013 01.06.2014 01.06.2015 Put and Call option 01.06.2013 01.06.2015 -

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. The Company has utilised the entire sum of Rs. 41,689.68 lacs raised from public issue (net off expenses) towards asset financing activities as per the objects stated in the prospectus for the issue. Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company and subject to statutory and/or regulatory requirements.

F64

b) Term Loans: As at March 31, 2011 i. From Financial Institutions / Corporates : Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to hypothecation loans Total 25,414.44 12,188.42 (Rs. in lacs) As at March 31, 2010

25,414.44

12,188.42 (Rs. in lacs) As at March 31, 2010

As at March 31, 2011 ii. From Banks : (a) (b) Secured by hypothecation of vehicles for own use Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed / current assets relating to hypothecation loans # 36.08

3.19

937,963.89 937,999.97

*929,931.95 929,935.14

Total

*Includes Rs. 20,000.00 lacs, the charge in respect of which has since been created. #The charge of Rs. 8,000.00 lacs (March 31, 2010: Rs. 47,000.00 lacs) is yet to be created. c) Cash Credit from Banks As at March 31, 2011 Cash Credit from banks 48,234.79 (Rs. in lacs) As at March 31, 2010 **92,036.64

Secured by hypothecation of specific assets covered under hypothecation loan agreements. **Includes Rs. 10,000 lacs, the charge in respect of which has since been created. 2. Subordinated Debt The Company has issued subordinated debt bonds amounting to Rs. 142,408.94 Lacs (March 31, 2010: Rs. 53,196.13 Lacs) with coupon rate of 7.00% to 13.00% per annum which are redeemable over a period of 60 months to 216 months. Gratuity and other post-employment benefit plans: The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for a gratuity on separation at 15 days basic salary (last drawn salary) for each completed year of service. Consequent to the adoption of revised AS 15 Employee Benefits issued under Companies Accounting Standard Rules, 2006, as amended, the following disclosures have been made as required by the standard:

3.

F65

Profit and Loss account Ne t employee benefit expense (recognized in employee cost) Gratuity Particulars Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial (gain) / loss recognised in the year Past service cost Net benefit expense * Net benefit expense includes Rs. 24.52 lacs transferred to subsidiary company. Balance sheet Details of Provision for gratuity (Rs. in lacs) Gratuity Particulars Defined benefit obligation Fair value of plan assets March 31, 2011 903.67 NA 903.67 Less: Unrecognised past service cost Plan asset / (liability) Changes in the present value of the defined benefit obligation are as follows: (Rs. in lacs) Gratuity Particulars Opening defined benefit obligation Interest cost Current service cost Benefits paid Actuarial (gains) / losses on obligation Closing defined benefit obligation March 31, 2011 612.63 61.63 222.17 (32.55) 39.79 903.67 March 31, 2010 463.92 48.79 191.23 (48.93) (42.38) 612.63 Nil (903.67) March 31, 2010 612.63 NA 612.63 Nil (612.63) March 31, 2011 222.17 61.63 NA 39.79 Nil 323.59* March 31, 2010 191.23 48.79 NA (42.37) Nil 197.65 (Rs. in lacs)

The Company would not contribute any amount to gratuity in 2011-12 as the scheme is unfunded.

F66

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: Gratuity Particulars Investments with insurer March 31, 2011 % NA March 31, 2010 % NA

The principal assumptions used in determining gratuity obligations for the Companys plan are shown below: Gratuity Particulars Discount Rate Increase in compensation cost Employee Turnover* March 31, 2011 8% 5% 5% and 10% March 31, 2010 7.5% 5% 5% and 10%

The estimates of future salary increases, considered in actuarial valuation, are on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. *5% in case of employees with service period of more than 5 years and 10% for all other employees. Amounts for the Current and previous three years are as follows: (Rs. in lacs) March 31, 2008 322.76 NA (322.76) 101.94 NA

Particulars Defined benefit obligation Plan assets Surplus / (deficit) Experience adjustments on plan liabilities Experience adjustments on plan assets 4.

March 31, 2011 903.67 NA (903.67) 74.98 NA

March 31, 2010 612.63 NA (612.63) 55.56 NA

March 31, 2009 463.92 NA (463.92) 37.57 NA

The Company is primarily engaged in financing activities. It operates in a single business and geographical segment. The Company owned windmills and biomass which generate income from sale of electricity and also earned certain fee based income, the same has been classified as Unallocated reconciling item as per requirements of AS 17 on Segment Reporting. (Rs in lacs) Year ended March 31, 2011 Year ended March 31, 2010 Unallocated Unallocated Particulars Financing Financing reconciling Total reconciling Total Activities Activities items items Segment Revenue 539,738.12 3,227.28 542,965.40 445,900.48 3,688.48 449,588.96 Segment Results (Profit before tax and after interest on Financing Segment) Less: Interest on unallocated reconciling items Net profit before tax Less: Income taxes Net profit after tax 181,812.88 181,812.88 3,079.88 3,079.88 184,892.76 184,892.76 61,904.76 122,988.00 129,514.76 129,514.76 3,231.50 132,746.26

287.14 2,944.36

287.14 132,459.12 45,147.38 87,311.74

F67

Other Information: Year ended March 31, 2011 Unallocated Financing reconciling Total Activities items 3,138,289.00 - 3,138,289.00 22,555.12 3,138,289.00 - 3,160,844.12 2,668,610.12 - 2,668,610.12 2,668,610.12 345.05 1,082.07 64,166.33 1,794.70 2,670,404.82 345.05 1,082.07 64,166.33 2,311,871.92 624.86 1,287.84 49,753.00 208.00 0.94 Year ended March 31, 2010 Unallocated Financing reconciling Total Activities items 2,689,245.90 2,689,245.90 8,020.36 2,689,245.90 2,697,266.26 2,311,871.92 2,311,871.92 1,155.82 2,313,027.74 624.86 1,495.84 49,753.94

Particulars Segment assets Unallocated corporate assets Total Assets Segment liabilities Unallocated liabilities corporate

Total Liabilities Capital expenditure Depreciation Other non - cash expenses

5. Related Party Disclosure Related party where control exists Subsidiaries : Shriram Asset & Equipment Finance Private Limited (formerly Shriram Equipment Finance Private Ltd.(SAEFPL)) (from June 04, 2009 upto December 14, 2009) Shriram Equipment Finance Company Ltd. (SEFCL) (from December 15, 2009) Shriram Automall India Limited (SAIL) (from February 11, 2010) Other Related Parties Enterprises having significant influence over the Company Shriram Holdings (Madras) Private Limited Shriram Capital Limited Newbridge India Investments II Limited Shriram Ownership Trust Shriram Asset Management Company Limited

Associates

Key Managerial Personnel Relatives of Key Managerial Personnel

: :

R Sridhar, Managing Director Mrs. Padmapriya Sridhar (spouse)

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(Rs. in lacs)
Enterprises having significant influence over the Company March 31, March 31, 2011 2010 Payments/Expenses Employee Benefits for key management personnel Royalty Data Sourcing Fees Service Charges Business Promotion Equity Dividend Interest on Subordinate Debt Interest on Inter Corporate Deposit Interest on NCD Investment in shares Investment in Preference shares Rent paid Inter Corporate Deposit Amount paid to SAEFPL Amount lent to SEFCL Amount paid to SEFCL for expenses Amount lent to SAIL Amount paid to SAIL for expenses 1,497.04 85.87 515.22 50.00* 6,069.15# 3,700.00* 1,240.78* 23.96* 143.75* 66.18* 5,602.29# 96.66# 59.56* 4,200.00# 1,785.00 &@ 15,000.00 & 11,165.12 12,509.75 984.31 220.00+@& 3.54 2.74 2.30 60.76 1.80 54.37 67.90 8.55 1.11 0.40 72.61 5.58 0.27 2.63 0.64 2.43 0.01 67.90 1,497.04 85.87 515.22 50.00 6,080.33 62.51 0.40 1,785.00 15,000.00 1.80 3,700.00 11,165.12 12,509.75 984.31 72.61 1,240.78 23.96 143.75 66.18 5,610.30 54.37 96.66 0.28 220.00 59.56 4,200.00 3.54 2.74 2.30 Subsidiaries March 31, 2011 March 31, 2010 Associates March 31, 2011 March 31, 2010 Key Management Personnel March 31, 2011 March 31, 2010 Relatives of Key Management Personnel March 31, March 2011 31, 2010 Total March 31, 2011 March 31, 2010

Receipts/Income Rental Deposit Received Sale of Investment in shares Interest on Inter Corporate Deposit Amount recovered from SAEFPL Amount recovered from SAIL Non convertible Debenture On conversion of warrants Rent & Electricity 49.00* 132.69* 10,740.51 5.00+ 3.54 49.00 132.69 10,740.51 13.27 5.00 3.54 2.00 2,400.00 5.25

7.87*

2,400.00# -

5.40

5.25

1.00 -

1.00 -

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Guarantees Given by the Company to third parties

31,400.00 @ &

31,400.00

Balance Outstanding at the year end (Rs. in lacs)

Enterprises having significant influence over the Company March 31, 2011 Share Capital Investment in shares Investment in Preference shares Inter Corporate Deposit Non convertible Debenture Rent Receivable Outstanding expenses Rental Deposit given Amount recoverable from SEFCL Amount recoverable from SAIL Subordinated debt Interest payable on subordinated debt 9,337.15# 3,700.00* 0.66* 772.15 185.43* 49.00* March 31, 2010 9,337.15# Subsidiaries March 31, 2011 2,000.00@& 15,000.00& 11,167.86 2,755.85 2.74 2.30 March 31, 2010 215.00@& Associates March 31, 2011 240.00 413.40 140.46 413.40 85.78 March 31, 2010 240.00 Key Management Personnel March 31, 2011 10.83 4.74 12.31 1.11 March 31, 2010 13.02 Relatives of Key Management Personnel March 31, 2011 4.05 7.00 0.64 March 31, 2010 4.05 Total March 31, 2011 9,352.03 2,240.00 15,000.00 3,700.00 4.74 0.66 772.15 11,167.86 2,755.85 432.71 142.21 March 31, 2010 9,354.22 455.00 185.43 49.00 2.74 2.30 413.40 85.78

Guarantees Given by the Company to third parties

31,400.00 @&

31,400.00

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* # + & @

Denotes transactions with Shriram Capital Limited Denotes transactions with Shriram Holdings (Madras) Private Limited Denotes transactions with Shriram Asset and Equipment Finance Private Limited (SAEFPL) Denotes transactions with Shriram Equipment Finance Company Limited Denotes transactions with Shriram Automall India Limited Denotes transactions with Shriram Ownership Trust

6.

Leases In case of assets given on lease The Company has given land and building on operating lease for period of 11 months. During the year ended 31st March, 2010 the company had also given its biomass plant on operating lease for the period 1st April, 2009 to 30th September, 2009. The same was sold on October 1, 2009, hence gross carrying cost of and accumulated depreciation of the asset as on the date of balance sheet is nil. In case of assets taken on lease The Company has taken various office premises, furniture and fixtures, computers and plant and machinery under operating lease. The lease payments recognized in the profit & loss account are Rs. 4,870.72 lacs (March 31, 2010: Rs. 3,557.92 lacs). Certain agreements provide for cancellation by either party or certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 12 to 120 months. There are no restrictions imposed by lease arrangements. There are no sub leases. The future minimum lease payments in respect of non-cancellable operating lease as at the balance sheet date are summarized below :

(Rs. in lacs) As at March 31, 2011 As at March 31, 2010 Minimum Lease Payments: Not later than one year Later than one year but not later than five years Later than five years 823.18 588.34 28.20 899.73 324.11 40.73

7.

In accordance with the Reserve Bank of India circular no.RBI/2006-07/ 225 DNBS (PD) C.C No. 87/03.02.004/2006-07 dated January 4, 2007, the Company has created a floating charge on the statutory liquid assets comprising of investment in Government Securities to the extent of Rs. 16,677.50 lacs (March 31, 2010: Rs. 3,497. 64 lacs) in favour of trustees representing the public deposit holders of the Company.

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8.

Earnings per share Year ended March 31, 2011 122,988.00 2,257.27 2,260.39 54.49 54.41 Year ended March 31, 2010 87,311.74 2,125.01 2,133.85 41.09 40.92

Particulars Net Profit after tax as per profit and loss account (Rs. in lacs) (A) Weighted average number of equity shares for calculating Basic EPS (in lacs) (B) Weighted average number of equity shares for calculating Diluted EPS (in lacs) (C) Basic earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (B) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (C)

Particulars Weighted average number of equity shares for calculating Basic EPS (in lacs) Add : Equity shares arising on conversion of optionally convertible warrants (in lacs) Add : Equity shares for no consideration arising on grant of stock options under ESOP (in lacs) Weighted average number of equity shares in calculating Diluted EPS (in lacs)

Year ended March 31, 2011 2,257.27 0.00 3.12 2,260.39

Year ended March 31, 2010 2,125.01 0.00 8.84 2,133.85

9.

Deferred Tax Liabilities/ (Asset)(Net) The breakup of deferred tax asset / liabilities is as under:Deferred Tax Liabilities Timing difference on account of : Debenture Issue Expenses Gross Deferred Tax Liabilities (A) Deferred Tax Asset Timing difference on account of : Differences in depreciation in block of fixed assets as per tax books and financial books Expenses disallowed under Income Tax Act, 1961 Provision for securitization Provision for standard assets Gross Deferred Tax Assets (B) 317.68 3,670.63 10,537.72 1,621.60 16,147.63 778.94 778.94 As at March 31, 2011

(Rs.in lacs) As at March 31, 2010

753.63 753.63

231.78 3,259.93 4,734.05 8,225.76

Deferred Tax Liabilities /(Assets)(Net) (A-B)

(15,368.69)

(7,472.13)

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10. a.

Contingent Liabilities not provided for Disputed income tax demand contested in appeals not provided for [Against the above, a sum of Rs. Nil (March 31, 2010: Rs. 29.66 lacs) has been paid under protest] Demands in respect of Service tax [Amount of Rs. 15.00 lacs (March 31, 2010 : Rs. 15.00 lacs) has been paid under protest ] Disputed sales tax demand [Amount of Rs. 63.92 lacs (March 31, 2010: Rs. 63.92 lacs ) has been paid by the Company] Guarantees and Counter Guarantees

As at March 31, 2011 -

(Rs in lacs) As at March 31, 2010 157.26

b.

330.00

315.00

c.

412.33

412.33

d.

194,058.28

Future cash outflows in respect of (a), (b) and (c) above are determinable only on receipt of judgements /decisions pending with various forums/authorities.

11.

As regards the recovery of Service Tax on Lease and hire purchase transactions, the Honble Supreme Court vide its order dated October 26, 2010 has directed the competent authority under the Finance Act, 1994 to decide the matter in accordance with the law laid down. In its replies to the demands of Rs. 7,775 lacs (interest & penalty not quantified) for the years 2003-04 to 2009-10 from the Commissioner of Service Tax, the management has contended that no service tax is leviable on the interest earned by the company on financing transactions because of the specific exemption granted for the same under the Finance Act 1994. However, the company shall continue to hold the provision of Rs. 8,406.10 lacs in this respect and contest the demands with the Appellate Authorities.

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12. Date of grant Date of Board/committee Approval Date of Shareholders approval Number of options granted

Employee Stock Option Plan Series I Series II Series III October 31, April 1, October 9, 2005 2006 2006 October 19, 2005 October 13, 2005 2,962,500 February 22, 2006 October 13, 2005 832,500 September 6, 2006 October 13, 2005 910,000

Series IV August 17, 2007 August 17, 2007 October 13, 2005 109,000

Series V July 15,2008 July 15,2008 October 13, 2005 77,000

Series VI May 13, 2009 May 13, 2009 October 13, 2005

50,000

Method of Settlement Equity (Cash/Equity) Graded Vesting Period After 1 year of 10% of grant date options granted After 2 years of 20% of grant date options granted After 3 years of 30% of grant date options granted After 4 years of 40% of grant date options granted Exercisable period 10 years from vesting date Vesting Conditions

Equity

Equity

Equity

Equity

Equity

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

On achievement of predetermined targets.

The details of Series I have been summarized below: As at March 31,2011 Number of Weighted Shares Average Exercise Price(Rs.) Outstanding at the beginning of the period Add: Granted during the period Less: Forfeited during the period Less: Exercised during the period Less: Expired during the period Outstanding at the end of the period Exercisable at the end of the period Weighted average remaining contractual life (in years) Weighted average fair value of options granted 189,550 68,700 5,750 115,100 115,100 Rs. 35.00 Rs.35.00 Rs.35.00 7.09 Rs.59.04 As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 1,839,800 1,640,750 9,500 189,550 189,550 Rs. 35.00 Rs.35.00 Rs.35.00 8.09 Rs.59.04

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The details of Series II have been summarized below: As at March 31,2011 Number of Shares Weighted Average Exercise Price(Rs.) Outstanding at the beginning of the period Add: Granted during the period Less: Forfeited during the period Less: Exercised during the period Less: Expired during the period Outstanding at the end of the period Exercisable at the end of the period Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series III have been summarized below: As at March 31,2011 Number of Shares Weighted Average Exercise Price(Rs.) As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 763,600 4,02,200 3,500 357,900 38,300 Rs.35.00 Rs.35.00 Rs.35.00 9.02 Rs.74.85 251,300 227,300 24,000 24,000 Rs.35.00 Rs.35.00 Rs.35.00 7.49 Rs.91.75 As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 516,500 265,200 251,300 24,900 Rs.35.00 Rs.35.00 Rs.35.00 8.49 Rs.91.75

Outstanding at the beginning of the period Add: Granted during the period Less: Forfeited during the period Less: Exercised during the period Less: Expired during the period Outstanding at the end of the period Exercisable at the end of the period Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series IV have been summarized below:

357,900 294,650 8,000 55,250 55,250

Rs.35.00 Rs.35.00 Rs.35.00 8.02 Rs.74.85

As at March 31,2011 Number of Shares Weighted Average Exercise Price(Rs.) Outstanding at the beginning of the period Add: Granted during the period Less: Forfeited during the period Less: Exercised during the period Less: Expired during the period Outstanding at the end of the period Exercisable at the end of the period Weighted average remaining contractual life (in years) Weighted average fair value of options granted 74,200 31,800 42,400 Rs.35.00 Rs.35.00 Rs.35.00 8.89 Rs. 136.40

As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 106,000 Rs.35.00 31,800 Rs.35.00 74,200 Rs.35.00 9.89 Rs. 136.40

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The details of Series V have been summarized below: As at March 31,2011 Number of Shares Weighted Average Exercise Price(Rs.) Outstanding at the beginning of the period Add: Granted during the period Less: Forfeited during the period Less: Exercised during the period Less: Expired during the period Outstanding at the end of the period Exercisable at the end of the period Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series VI have been summarized below: As at March 31,2011 Number of Weighted Average Shares Exercise Price(Rs.) As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 50,000 50,000 Rs.35.00 Rs.35.00 11.61 69,300 15,400 53,900 Rs.35.00 Rs.35.00 Rs.35.00 9.78 Rs. 253.90 As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 77,000 7,700 69,300 Rs.35.00 Rs.35.00 Rs.35.00 10.78 Rs. 253.90

Outstanding at the beginning of the period Add: Granted during the period Less: Forfeited during the period Less: Exercised during the period Less: Expired during the period Outstanding at the end of the period Exercisable at the end of the period Weighted average remaining contractual life (in years)

50,000 5,000 45,000 -

Rs.35.00 Rs.35.00 10.61

Weighted average fair value of options granted Rs. 201.45 Rs. 201.45 The weighted average share price for the period over which stock options were exercised was Rs. 717.18 (March 31, 2010: Rs.358.00)

The details of exercise price for stock options outstanding at the end of the period are: March 31, 2011 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 115,100 24,000 55,250 42,400 53,900 45,000 Weighted average remaining contractual life of options (in years) 7.09 7.49 8.02 8.89 9.78 10.61 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V Series VI

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The details of exercise price for stock options outstanding at the end of the year are: March 31, 2010 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 189,550 251,300 357,900 74,200 69,300 50,000 Weighted average remaining contractual life of options (in years) 8.09 8.49 9.01 9.88 10.78 11.61 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V Series VI Stock Options granted Series I:

The weighted average fair value of stock options granted was Rs.59.04. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 93.30 35.00 38.44 NA 1.50 3.00 5.98 2.31 Yr 2 93.30 35.00 38.44 NA 2.50 3.00 6.33 2.31 Yr 3 93.30 35.00 38.44 NA 3.50 3.00 6.54 2.31 Yr 4 93.30 35.00 38.44 NA 4.50 3.00 6.73 2.31

Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Series II : The weighted average fair value of stock options granted was Rs.91.75. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 130.10 35.00 19.89 NA 1.50 3.00 6.64 2.52 Yr 2 130.10 35.00 19.89 NA 2.50 3.00 6.83 2.52 Yr 3 130.10 35.00 19.89 NA 3.50 3.00 6.93 2.52 Yr 4 130.10 35.00 19.89 NA 4.50 3.00 7.26 2.52

Series III : The weighted average fair value of stock options granted was Rs.74.85. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs:
F77

Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 111.25 35.00 31.85 NA 1.50 3.00 6.96 2.52

Yr 2 111.25 35.00 31.85 NA 2.50 3.00 7.10 2.52

Yr 3 111.25 35.00 31.85 NA 3.50 3.00 7.26 2.52

Yr 4 111.25 35.00 31.85 NA 4.50 3.00 7.40 2.52

Series IV : The weighted average fair value of stock options granted was Rs. 136.40. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 168.05 35.00 41.51 NA 1.50 3.00 7.68 0.89 Yr 2 168.05 35.00 41.51 NA 2.50 3.00 7.76 0.89 Yr 3 168.05 35.00 41.51 NA 3.50 3.00 7.82 0.89 Yr 4 168.05 35.00 41.51 NA 4.50 3.00 7.87 0.89

Series V : The weighted average fair value of stock options granted was Rs. 253.90. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 294.50 35.00 69.22 NA 1.50 3.00 9.41 1.63 Yr 2 294.50 35.00 69.22 NA 2.50 3.00 9.36 1.63 Yr 3 294.50 35.00 69.22 NA 3.50 3.00 9.34 1.63 Yr 4 294.50 35.00 69.22 NA 4.50 3.00 9.36 1.63

Series VI : The weighted average fair value of stock options granted was Rs. 201.45. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in
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245.25 35.00 64.80 NA 1.50

Yr 2 245.25 35.00 64.80 NA 2.50

Yr 3 245.25 35.00 64.80 NA 3.50

Yr 4 245.25 35.00 64.80 NA 4.50

years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

5.00 4.03 1.96

5.00 4.68 1.96

5.00 5.20 1.96

5.00 5.64 1.96

The expected volatility was determined based on historical volatility data equal to the NSE volatility rate of Bank Nifty which is considered as a comparable peer group of the Company. To allow for the effects of early exercise, it was assumed that the employees will exercise the options within six months from the date of vesting in view of the exercise price being significantly lower than the market price. Effect of the employee share-based payment plans on the profit and loss account and on its financial position: (Rs. in lacs) As at March 31, 2011 Total compensation cost pertaining to employee share-based payment plan (entirely equity settled) Liability for employee stock options outstanding as at year end Deferred compensation cost 116.85 426.74 72.19 As at March 31, 2010 341.30 955.97 198.95

Since the enterprise used the intrinsic value methodthe impact on the reported net profit and earnings per share by applying the fair value based method is as follows: In March 2005, ICAI has issued a guidance note on Accounting for Employees Share Based Payments applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires that the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows: Year ended March 31, Year ended March 2011 31, 2010 122,988.00 87,311.74 Profit as reported (Rs. in lacs) Add: Employee stock compensation under intrinsic value method (Rs. in lacs) Less: Employee stock compensation under fair value method (Rs. in lacs) Proforma profit (Rs. in lacs) Earnings per share Basic (Rs.) - As reported - Proforma Diluted (Rs.) - As reported - Proforma Nominal Value 13. Securitisation/ Direct assignment 116.85 116.64 122,988.21 341.30 340.91 87,312.13

54.49 54.49 54.41 54.41 Rs 10.00

41.09 41.09 40.92 40.92 Rs. 10.00

The Company sells loans through securitisation and direct assignment. The information on securitisation / direct assignment activity of the Company as an originator is given below: Year ended March Year ended March 31, 31, 2011 2010 Total number of loan assets securitized/directly assigned 432,100 380,673 Total book value of loan assets securitized/directly assigned (Rs. in lacs) Sale consideration received for the securitised assets/directly assigned (Rs. in lacs) Gain on account of securitization/direct assignment* (Rs. in lacs)
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1,020,361.35 1,023,668.28 299,330.23

875,681.04 921,631.22 262,350.21

* Gain on securitization / direct assignment deals is amortised over the period of the loan. The information on securitisation / direct assignment activity of the Company as an originator as on March 31, 2011 and March 31, 2010 is given in the table below : (Rs.in lacs) As at March 31, 2011 As at March 31, 2010 Outstanding credit enhancement -Fixed Deposit 154,928.74 173,588.14 -Guarantees given by third parties -Guarantees given by the Company Outstanding liquidity facility -Fixed Deposit Outstanding subordinate contribution 157,749.58 4,093.00 15,865.57 23,833.27 2,665.30

14. I

Supplementary Statutory Information (Rs.in lacs) Managing Directors Remuneration Year ended March 31, 2011 47.00 7.11 0.09 13.70 67.90 Year ended March 31, 2010 45.46 7.19 0.09 19.87 72.61

Salaries Perquisites Contribution to Provident fund Employee stock option scheme

Note: - As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the Managing Director is not included above The computation of profits under section 349 of the Act has not been given as no commission is payable to the Managing Director. (Rs. in lacs) Expenditure in foreign currency (On cash basis) Year ended March 31, Year ended March 31, 2011 2010 Travelling 0.76 4.23 Others 0.00 2.62 0.76 6.85 Based on the intimation received by the Company, some of the suppliers have confirmed to be registered under The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Accordingly, the disclosures relating to amounts unpaid as at the year ended together with interest paid /payable are furnished below: (Rs. in lacs) Particulars As at March 31, As at March 2011 31, 2010 The principal amount remaining unpaid to supplier as at the end of the 0.43 year The interest due thereon remaining unpaid to supplier as as the end of the year The amount of interest paid in terms of Section 16, along with the amount of payment made to the supplier beyond the appointment day during the year The amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during
F80

II

15.

16.

the year) but without adding the interest specified under this Act The amount of interest accrued during the year and remaining unpaid at the end of the year The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro Small and Medium Enterprise Development Act, 2006 In addition to the auditors remuneration shown in operating and other expenses, the Company has also incurred auditors remuneration in connection with other services provided by auditors in connection with public issue of non convertible debentures of Rs. 39.85 lacs (including out of pocket expenses of Rs. 0.14 lacs) have been amortised as per note 1(p) and shown under miscellaneous expenditure. Previous year Comparatives The figures for the previous year have been regrouped and reclassified, wherever necessary to conform to current years classification.

17.

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Notes to Accounts for the year 2009 2010 1. Secured Loans

a) (i) Privately placed Redeemable Non-convertible Debentures of Rs.1,000/- each As at March 31, 2010 1,88,70,314 1,88,703.14 As at March 31, 2009 19,697,934 196,979.34

Number Amount Rs in lacs

Secured by equitable mortgage of title deeds of immovable property. Further secure by charge on plant and machinery, furniture and other fixed assets of the Company, charge on Companys hypothecation loans, other loans, advances and investments of the Company subject to prior charges created or to be created in favour of the Companys bankers, financial institutions and others. Debentures are redeemable at par over a period of 12 months to 160 months from the date of allotment depending on the terms of the agreement. The earliest date of redemption is 01.04.2010 (March 31, 2009: 01.04.2009) Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company. (ii) Privately Placed Redeemable Non-Convertible Debenture of Rs.1,000,000/- each Amount (Rs. in lacs) Date of Allotment/renewal 04.07.2007 05.07.2007 09.07.2007 09.07.2007 11.07.2007 17.07.2007 25.07.2007 25.07.2007 30.07.2007 Redeemable at par on As at March 31, 2010 5,000.00 7,000.00 1,000.00 10,000.00 2,500.00 As at March 31, 2009 5,000.00 5,000.00 10,000.00 7,000.00 1,000.00 10,000.00 12,500.00 2,500.00 2,500.00 04.07.2009 05.07.2010 ***05.07.2010 09.07.2010 09.07.2010 17.07.2009 25.07.2010 25.07.2010 30.07.2009

28.08.2007 07.09.2007

2,500.00 4,000.00

28.04.2009 04.09.2009

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Date of Allotment/renewal

Redeemable at par on Amount (Rs. in lacs) As at March 31, 2010 As at March 31, 2009 2,500.00 1,000.00 2,500.00 2,000.00 1,500.00 2,500.00 2,500.00 2,000.00 12,000.00 5,000.00 8,000.00 2,500.00 5,000.00 15,000.00 10,000.00 29,000.00 3,500.00 1,500.00 10,000.00 7,500.00 3,000.00
F83

10.09.2007 13.09.2007 21.09.2007 05.10.2007 05.10.2007 09.10.2007 12.10.2007 15.10.2007 18.10.2007 19.10.2007 19.10.2007 22.10.2007 30.10.2007 02.05.2008 20.06.2008 18.08.2008 04.09.2008 04.09.2008 04.09.2008 05.09.2008 08.09.2008

2,500.00 2,000.00 3,900.00 5,000.00 15,000.00 10,000.00 10,000.00 3,000.00

10.09.2010 13.09.2009 ***21.09.2010 05.10.2009 ***05.10.2010 09.10.2009 28.09.2009 15.10.2010 18.10.2010 19.10.2010 18.10.2009 22.10.2009 30.10.2009 02.05.2011 20.06.2011 06.03.2010 ***04.04.2010 20.02.2010 04.09.2010 10.09.2009 08.09.2010

Date of Allotment/renewal

Redeemable at par on Amount (Rs. in lacs) As at March 31, 2010 As at March 31, 2009 1,500.00 1,500.00 2,500.00 2,500.00 2,500.00 1,500.00 2,500.00 8,000.00 2,500.00 2,500.00 1,500.00 1,200.00 5,000.00 30,000.00 1,000.00 19,000.00 2,400.00 15.09.2011 15.09.2010 15.03.2010 15.09.2010 15.03.2010 30.04.2010 16.09.2011 01.09.2011 24.09.2010 26.09.2010 10.09.2010 06.04.2010 10.12.2010 03.11.2013 26.11.2013 17.12.2009 24.03.2010

15.09.2008 15.09.2008 15.09.2008 15.09.2008 15.09.2008 15.09.2008 16.09.2008 17.09.2008 24.09.2008 26.09.2008 26.09.2008 08.10.2008 24.10.2008 03.11.2008 26.11.2008 17.12.2008 24.03.2009

1,500.00 1,500.00 2,500.00 1,500.00 2,500.00 8,000.00 2,500.00 2,500.00 1,500.00 1,200.00 5,000.00 30,000.00 1,000.00 -

25.03.2009

2,600.00

25.03.2010

28.03.2009

5,000.00

5,000.00

28.03.2012

*13.04.2009

10,000.00

13.04.2011

**20.04.2009

2,500.00

20.04.2011

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Redeemable at par on Date of Allotment/renewal Amount (Rs. in lacs)

As at March 31, 2010 17.06.2009 2,500.00

As at March 31, 2009 17.06.2011

30.06.2009

25,000.00

30.06.2011

14.09.2009 12.10.2009 24.03.2010 25.03.2010 TOTAL

1,500.00 9,000.00 2,400.00 2,600.00 198,600.00

285,700.00

05.04.2011 12.04.2011 24.03.2011 25.03.2011

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. *Put/call option on April 13, 2010 **Put/call option on April 20, 2010 *** Early redemption Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. (iii) Public issue of Redeemable Non-convertible Debentures of Rs.1,000/- each Amount (Rs. in lacs) Date of Allotment/renewal Option -I Option -I Option -I Option -II Option -II Option -II Option -III Option -IV Option -V Total As at March 31, 2009 Put and Call option 26.08.2013 26.08.2013 -

As at March 31, 2010 3,489.95 3,489.95 1,744.97 2,949.84 2,949.84 1,474.92 10,422.51 2,274.12 66,988.63 95,784.73

Redeemable at par on 26.08.2012 26.08.2013 26.08.2014 26.08.2012 26.08.2013 26.08.2014 26.08.2014 26.08.2014 26.08.2012

a. Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. b. The proceeds of public issue of Non convertible debentures have been utilised for financing activities. c. Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the
F85

terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company. b) Term Loans : As at March 31, 2010 i. From Financial Institutions / Corporates : (a) Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to hypothecation loans Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm and guaranteed by a former Director. (Rs. in lacs) As at March 31, 2009

12,188.42 -

41,893.90

(b)

1,420.12

(c)

754.40

ii.

From Foreign Institution: Secured by an exclusive charge by way of hypothecation of specific hypothecation loan agreements and all amounts owing to and received by the Company pursuant to the above Agreements Total

724.27 44,792.69 (Rs. in lacs)

12,188.42

As at March 31, 2010 iii. From Banks : (a) (b) Secured by hypothecation of vehicles Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed / current assets relating to hypothecation loans* Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the bio mass plant. Total 3.19 929,931.95

As at March 31, 2009

6.36 830,676.33

(c)

969.99

929,935.14

1,710.90 833,363.58

*includes Rs. 20,000.00 lacs (March 31, 2009 : Rs 7,500.00 lacs) the charge in respect of which has since been created and Rs.47,000 lacs (March 31, 2009 : Rs Nil lacs) on which charge is yet to be created.

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c) Cash Credit from Banks (Rs. in lacs) As at March 31, 2010 Cash Credit from banks * 92,036.64 As at March 31, 2009 316,623.70

Secured by hypothecation of specific assets covered under hypothecation loan agreements. *Includes Rs. 10,000.00 lacs (March 31, 2009: Nil) the charge in respect of which has since been created.

2.

Subordinated Debt The Company has issued subordinated debt bonds amounting to Rs. 53,196.13 Lacs (March 31, 2009: Rs. 60,553.56 Lacs) with coupon rate of 9.5% to 13% per annum which are redeemable over a period of 62 months to 122 months. Final dividend (including tax on dividend) includes an amount of Rs. 380.45 lacs in respect of dividend paid by the Company for the year ended March 31, 2009 on 81,29,550 equity shares as these have been allotted before the record date for declaration of dividend for the year ended March 31, 2009, and they rank paripassu with the existing equity shares for dividend. Gratuity and other post-employment benefit plans: The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. Consequent to the adoption of revised AS 15 Employee Benefits issued under Companies Accounting Standard Rules, 2006, as amended, the following disclosures have been made as required by the standard:

3.

4.

Profit and Loss account Net employee benefit expense (recognized in employee cost) Gratuity Particulars Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial (gain) / loss recognised in the year Past service cost Net benefit expense Balance sheet Details of Provision for gratuity Gratuity Particulars Defined benefit obligation Fair value of plan assets March 31, 2010 612.63 NA 612.63 Less: Unrecognised past service cost Plan asset / (liability) Nil (612.63) March 31, 2010 191.23 48.79 NA (42.37) Nil 197.65

(Rs. in lacs)

March 31, 2009 99.69 33.23 NA 22.48 Nil 155.40

(Rs. in lacs) March 31, 2009 463.92 NA 463.92 Nil (463.92)

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Changes in the present value of the defined benefit obligation are as follows: Gratuity Particulars Opening defined benefit obligation Interest cost Current service cost Benefits paid Actuarial (gains) / losses on obligation Closing defined benefit obligation March 31, 2010 463.92 48.79 191.23 (48.93) (42.38) 612.63

(Rs. in lacs) March 31, 2009 322.76 33.23 99.69 (14.24) 22.48 463.92

The Company would not contribute any amount to gratuity in 2010-11 as the scheme is unfunded. The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: Gratuity Particulars Investments with insurer March 31, 2010 % NA March 31, 2009 % NA

The principal assumptions used in determining gratuity obligations for the Companys plan are shown below: Gratuity Particulars Discount Rate Increase in compensation cost Employee Turnover* March 31, 2010 7.5% 5% 5% and 10% March 31, 2009 7.75% 5% 5% and 10%

The estimates of future salary increases, considered in actuarial valuation, are on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. *5% in case of employees with service period of more than 5 years and 10% for all other employees. Amounts for the year are as follows: Particulars Defined benefit obligation Plan assets Surplus / (deficit) Experience adjustments on plan liabilities Experience adjustments on plan assets March 31, 2010 612.63 NA (612.63) 55.56 NA March 31, 2009 463.92 NA (463.92) 37.57 NA (Rs. in lacs) March 31, 2008 322.76 NA (322.76) 101.94 NA

F88

5.

The Company is primarily engaged in financing activities. It operates in a single business and geographical segment. The Company owned windmills and biomass which generate income from sale of electricity and also earned certain fee based income, these income have the same has been classified as Unallocated reconciling item as per requirements of AS 17 on Segment Reporting. (Rs in lacs) Year ended March 31, 2009 Unallocated Financing reconciling Total Activities items 369,672.15 3,324.54 372,996.69

Particulars Segment Revenue Segment Results (Profit before tax and after interest on Financing Segment) Less: Interest on unallocated reconciling items Net profit before tax Less: Income taxes Net profit after tax Other Information:

Year ended March 31, 2010 Unallocated Financing reconciling Total Activities items 445,900.73 3,688.23 449,588.96

129,278.06

3,468.20

132,746.26

92,782.88

(124.33)

92,658.55

129,278.06

287.14 3,181.06

287.14 132,459.12 45,147.38 87,311.74

NA 92,782.88 NA NA

595.44 (719.77) NA NA

595.44 92,063.11 30,822.90 61,240.21

Particulars Segment assets Unallocated corporate assets Total Assets Segment liabilities Unallocated corporate liabilities Total Liabilities Capital expenditure Depreciation Other non - cash expenses

Year ended March 31, 2010 Unallocated Financing reconciling Total Activities items 2,689,794.13 2,689,794.13 2,689,794.13 2,312,039.43 7,472.13 2,697,266.26 2,312,039.43

Year ended March 31, 2009 Unallocated Financing reconciling Total Activities items 2,487,141.81 9,673.31 2,496,815.12 3,017.14 2,499,832.26 2,268,153.55

2,487,141.81 2,262,801.14

9,673.31 5,352.41

2,312,039.43 624.86 1,287.84 49,753.00

208.00 0.94

988.31 2,313,027.74 624.86 1,495.84 49,753.94

2,262,801.14 3,369.47 1,645.69 33,145.16

5,352.41 Nil 1,834.90 590.85

15.11 2,268,168.66 3,369.47 3,480.59 33,736.01

F89

6. Related Party Disclosure Related party where control exists Subsidiaries : Shriram Asset & Equipment Finance Private Limited (formerly Shriram Equipment Finance Private Ltd.(SAEFPL)) (from June 04, 2009 upto December 14, 2009) Shriram Equipment Finance Company Ltd. (SEFCL) (from December 15, 2009) Shriram Automall India Limited (SAIL) (from February 11, 2010) Other Related Parties Enterprises having significant influence over the Company Shriram Holdings (Madras) Private Limited Shriram Capital Limited Newbridge India Investments II Limited Shriram Asset Management Company Limited

Associates

Key Managerial Personnel Relatives of Key Managerial Personnel

: :

R Sridhar, Managing Director Mrs. Padmapriya Sridhar (spouse)

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(Rs. in lacs)
Enterprises having significant influence over the Company March 31, March 2010 31, 2009 Payments/Expenses Employee benefits for key management personnel Royalty Data Sourcing fees Service Charges Reimbursement of business promotion expenses Equity dividend Interest on subordinate debt Interest on Inter Corporate Deposit Interest on Non Convertible Debentures Investments in shares Rent paid Inter Corporate Deposits Amount paid to SAEFPL Amount recoverable from SEFCL Amount recoverable from SAIL Receipts/Income Inter Corporate Deposit Sale of investment in shares Amount recovered from SAEFPL Non Convertible Debenture Issue of equity shares on conversion of warrants Rent & electricity reimbursed 1,240.78* 23.96* 143.75* 66.18* 5,602.29# 96.66# 59.56* 4,200.00# 1,036.45* 87.35* 524.10* 4,268.58# 149.52# 57.60* Subsidiaries March 31, March 2010 31, 2009 220.00 +@& 3.54 2.74 2.30 Associates March March 31, 2010 31, 2009 54.37 51.19 0.27 Key Management Personnel March March 31, 2010 31, 2009 72.61 5.58 62.99 4.29 0.01 2,400.00# 4,200.00# 5.00+ 3.54 5.25
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Relatives of Key Management Personnel March March 31, 2010 31, 2009 2.43 2.03 -

Total March 31, March 2010 31, 2009 72.61 1,240.78 23.96 143.75 66.18 5,610.30 54.37 96.66 0.28 220.00 59.56 4,200.00 3.54 2.74 2.30 62.99 1,036.45 87.35 524.10 4,274.90 51.19 149.52 57.60 -

5.40

1.00 -

1.00 -

5.00 3.54 2.00 2,400.00 5.25

4,200.00 5.40

Enterprises having significant influence over the Company March 31, March 2010 31, 2009 Balance Outstanding at the year end Share capital Share warrants Non Convertible Debenture Investments in shares Outstanding expenses Inter Corporate Deposits Rent Deposit given Amount recoverable from SEFCL Amount recoverable from SAIL Interest payable on ICD Subordinated debts Interest payable on subordinate debt 9,337.15# 185.43* 49.00* 8,537.15# 2,400.00# 67.17* 4,200.00# 49.00* 149.52# -

Subsidiaries March 31, March 2010 31, 2009 215.00@& 2.74 2.30 -

Associates March March 31, 2010 31, 2009 240.00 413.40 85.78 240.00 413.40 29.36

Key Management Personnel March March 31, 2010 31, 2009 13.02 8.58 -

Relatives of Key Management Personnel March March 31, 2010 31, 2009 4.05 4.05 -

Total March 31, March 2010 31, 2009 9,354.22 455.00 185.43 49.00 2.74 2.30 413.40 85.78 8,549.78 2,400.00 240.00 67.17 4,200.00 49.00 149.52 413.40 29.36

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* # + & @

Denotes transactions with Shriram Capital Limited Denotes transactions with Shriram Holdings (Madras) Private Limited Denotes transactions with Shriram Asset and Equipment Finance Private Limited (SAEFPL) Denotes transactions with Shriram Equipment Finance Company Limited Denotes transactions with Shriram Automall India Limited

7.

Leases In case of assets given on lease The Company has given land and building on operating lease for period ranging 11 months to 60 months. During the year, the company had also given its biomass plant on operating lease for the period 1st April, 2009 to 30th September, 2009. The same was sold on October 1, 2009, hence gross carrying cost of and accumulated depreciation of the asset as on the date of balance sheet is nil. In case of assets taken on lease The Company has taken various office premises, furniture and fixtures, computers and plant and machinery under operating lease. The lease payments recognized in the profit & loss account are Rs. 3,557.92 lacs (March 31, 2009: Rs. 2,636.98 lacs). Certain agreements provide for cancellation by either party and certain agreements contains clause for escalation and renewal of agreements. The noncancellable operating lease agreements are ranging for a period 22 to 122 months. There are no restrictions imposed by lease arrangements. There are no sub leases. The future minimum lease payments in respect of non-cancellable operating lease as at the balance sheet date are summarized below :

As at March 31, 2010 Minimum Lease Payments: Not later than one year Later than one year but not later than five years Later than five years 899.73 324.11 40.73

(Rs. in lacs) As at March 31, 2009 408.16 149.80 Nil

8.

In accordance with the Reserve Bank of India circular no.RBI/2006-07/ 225 DNBS (PD) C.C No. 87/03.02.004/2006-07 dated January 4, 2007, the Company has created a floating charge on the statutory liquid assets comprising of investment in Government Securities to the extent of Rs. 3,497.70 lacs (March 31, 2009: Rs.283.00 lacs) in favour of trustees representing the public deposit holders of the Company.

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9.

Earnings per share Particulars Year ended March 31, 2010 87,311.74 2125.01 2133.85 41.09 40.92 Year ended March 31, 2009 61,240.21 2,033.80 2,138.29 30.11 28.64

Net Profit after tax as per profit and loss account (Rs. in lacs) (A) Weighted average number of equity shares for calculating Basic EPS (in lacs) (B) Weighted average number of equity shares for calculating Diluted EPS (in lacs) (C) Basic earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (B) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (C)

Particulars Weighted average number of equity shares for calculating EPS (in lacs) Add : Equity shares arising on conversion of optionally convertible warrants (in lacs) Add : Equity shares for no consideration arising on grant of stock options under ESOP (in lacs) Weighted average number of equity shares in calculation diluted EPS (in lacs)

Year ended March 31, 2010 2,125.01 0.00 8.84 2,133.85

Year ended March 31, 2009 2,033.80 80.00 24.49 2,138.29

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10.

Deferred Tax Liabilities/(Asset)(Net) (Rs.in lacs) The break up of deferred tax asset / liabilities is as under:Deferred Tax Liabilities Timing difference on account of : Differences in depreciation in block of fixed assets as per tax books and financial books Debenture Issue Expenses Gross Deferred Tax Liabilities (A) Deferred Tax Asset Timing difference on account of : Differences in depreciation in block of fixed assets as per tax books and financial books Expenses disallowed under Income Tax Act, 1961 Provision for securitization Gross Deferred Tax Assets (B) 231.78 3,259.93 4,734.05 8,225.76 Nil 3,100.49 2,021.16 5,121.65 Nil 753.63 753.63 2,482.17 Nil 2,482.17 As at March 31, 2010 As at March 31, 2009

Deferred Tax Liabilities /(Assets)(Net) (A-B)

(7,472.13)

(2,639.48)

11. a.

Contingent Liabilities not provided for Disputed income tax/interest tax demand contested in appeals not provided for [Against the above, a sum of Rs. 29.66 lacs (March 31, 2009: Rs. 29.66 lacs) has been paid under protest] Demands in respect of Service tax [Amount of Rs.15.00 lacs (March 31, 2009 : Rs. 15.00 lacs) has been paid under protest ] Disputed sales tax demand [Amount of Rs. 63.92 lacs (March 31, 2009: Rs. Nil) has been paid by the Company] Guarantees issued by the Company & outstanding

As at March 31, 2010 157.26

(Rs in lacs) As at March 31, 2009 164.76

b.

315.00

299.00

c.

412.33

d.

901.97

Future cash outflows in respect of (a), (b) and (c) above are determinable only on receipt of judgements /decisions pending with various forums/authorities.

F95

12.

Recovery of Service tax on lease and hire purchase transactions is kept in abeyance in view of the petition pending before the Supreme Court of India. If any liability arises it will be recovered from the concerned parties. However, on contracts that have been terminated, pending the decision from the Supreme Court of India, equivalent service tax is written off. The company has recognized the deferred tax asset on the amounts so written off, as in either case service tax liability will be charged off or reversed as income.

13. Date of grant Date of Board/committee Approval Date of Shareholders approval Number of options granted Method of Settlement (Cash/Equity) Series I October 31, 2005 October 19, 2005 October 13, 2005 2,962,500 Equity Series II April 1, 2006 February 22, 2006 October 13, 2005 832,500 Equity

Employee Stock Option Plan Series III Series IV October 9, August 17, 2006 2007 September 6, 2006 October 13, 2005 910,000 Equity August 17, 2007 October 13, 2005 109,000

Series V July 15, 2008 July 15, 2008 October 13, 2005 77,000

Series VI May 13, 2009 May 13, 2009

October 13, 2005 50,000 Equity

Equity

Equity

Graded Vesting Period After 1 year of 10% of grant date options granted After 2 years of 20% of grant date options granted After 3 years of 30% of grant date options granted After 4 years of 40% of grant date options granted Exercisable period 10 years from vesting date Vesting Conditions

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

On achievement of predetermined targets.

F96

The details of Series I have been summarized below: As at March 31,2010 Number of Weighted Shares Average Exercise Price(Rs.) 1,839,800 Rs. 35.00 16,40,750 Rs.35.00 9,500 1,89,550 Rs.35.00 1,89,550 8.09 Rs.59.04 As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 2,177,000 Rs. 35.00 304,500 Rs.35.00 32,700 1,839,800 Rs.35.00 860,540 9.09 Rs.59.04

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series II have been summarized below: As at March 31,2010 Number of Weighted Shares Average Exercise Price(Rs.) 516,500 Rs.35.00 265,200 Rs.35.00 251,300 24,900 Rs.35.00 8.49 Rs.91.75 As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 554,100 Rs.35.00 31,300 Rs.35.00 6,300 516,500 Rs.35.00 116,520 9.49 Rs.91.75

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series III have been summarized below: As at March 31,2010 Number of Weighted Shares Average Exercise Price(Rs.) 7,63,600 Rs.35.00 4,02,200 Rs.35.00 3,500 3,57,900 Rs.35.00 38,300 9.01 Rs.74.85 As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 811,000 Rs.35.00 40,400 Rs.35.00 7,000 763,600 Rs.35.00 202,600 10.01 Rs.74.85

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

F97

The details of Series IV have been summarized below: As at March 31,2010 Number of Weighted Shares Average Exercise Price(Rs.) 106,000 Rs.35.00 31,800 Rs.35.00 74,200 Rs.35.00 9.88 Rs.136.40 As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 109,000 Rs.35.00 3,000 106,000 Rs.35.00 10,600 10.88 Rs.136.40

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series V have been summarized below: As at March 31,2010 Number of Weighted Shares Average Exercise Price(Rs.) 77,000 Rs.35.00 7,700 Rs.35.00 69,300 Rs.35.00 10.78 Rs.253.90 As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 77,000 Rs.35.00 77,000 Rs.35.00 11.78 Rs.253.90

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series VI have been summarized below: As at March 31,2010 Number of Weighted Shares Average Exercise Price(Rs.) As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) -

Outstanding at the beginning of the year Add: Granted during the year 50,000 Rs.35.00 Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year 50,000 Rs.35.00 Exercisable at the end of the year Weighted average remaining contractual life (in 11.61 years) Weighted average fair value of options granted Rs.201.45 The weighted average share price for the period over which stock options were exercised was Rs.358.00 (March 31, 2009: Rs.242.00) The details of exercise price for stock options outstanding at the end of the year are: March 31, 2010

F98

Series

Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V Series VI

Number of options outstanding 189,550 251,300 357,900 74,200 69,300 50,000

Weighted average remaining contractual life of options (in years) 8.09 8.49 9.01 9.88 10.78 11.61

Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

The details of exercise price for stock options outstanding at the end of the year are: March 31, 2009 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 1,839,800 516,500 763,600 106,000 77,000 Weighted average remaining contractual life of options (in years) 9.09 9.49 10.01 10.88 11.78 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V Stock Options granted Series I:

The weighted average fair value of stock options granted was Rs.59.04. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 38.44 NA 1.50 3.00 5.98 2.31 Yr 2 35.00 38.44 NA 2.50 3.00 6.33 2.31 Yr 3 35.00 38.44 NA 3.50 3.00 6.54 2.31 Yr 4 35.00 38.44 NA 4.50 3.00 6.73 2.31

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series II :

The weighted average fair value of stock options granted was Rs.91.75. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 19.89 NA 1.50 3.00 6.64 2.52 Yr 2 35.00 19.89 NA 2.50 3.00 6.83 2.52 Yr 3 35.00 19.89 NA 3.50 3.00 6.93 2.52 Yr 4 35.00 19.89 NA 4.50 3.00 7.26 2.52

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series III :

The weighted average fair value of stock options granted was Rs.74.85. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs:

F99

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series IV :

Yr 1 35.00 31.85 NA 1.50 3.00 6.96 2.52

Yr 2 35.00 31.85 NA 2.50 3.00 7.10 2.52

Yr 3 35.00 31.85 NA 3.50 3.00 7.26 2.52

Yr 4 35.00 31.85 NA 4.50 3.00 7.40 2.52

The weighted average fair value of stock options granted was Rs. 136.40. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 41.51 NA 1.50 3.00 7.68 0.89 Yr 2 35.00 41.51 NA 2.50 3.00 7.76 0.89 Yr 3 35.00 41.51 NA 3.50 3.00 7.82 0.89 Yr 4 35.00 41.51 NA 4.50 3.00 7.87 0.89

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series V :

The weighted average fair value of stock options granted was Rs. 253.90. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 69.22 NA 1.50 3.00 9.41 1.63 Yr 2 35.00 69.22 NA 2.50 3.00 9.36 1.63 Yr 3 35.00 69.22 NA 3.50 3.00 9.34 1.63 Yr 4 35.00 69.22 NA 4.50 3.00 9.36 1.63

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series VI :

The weighted average fair value of stock options granted was Rs. 201.45. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 64.80 NA 1.50 5.00 4.03 1.96 Yr 2 35.00 64.80 NA 2.50 5.00 4.68 1.96 Yr 3 35.00 64.80 NA 3.50 5.00 5.20 1.96 Yr 4 35.00 64.80 NA 4.50 5.00 5.64 1.96

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

The expected volatility was determined based on historical volatility data equal to the NSE volatility rate of Bank Nifty which is considered as a comparable peer group of the Company. To allow for the effects of early exercise, it was assumed that the employees will exercise the options within six months from the date of vesting in view of the exercise price being significantly lower than the market price.

F100

Effect of the employee share-based payment plans on the profit and loss account and on its financial position: (Rs.in lacs) As at March 31, As at March 31, 2010 2009 Total compensation cost pertaining to employee share-based payment plan 341.30 580.57 (entirely equity settled) Liability for employee stock options outstanding as at year end 955.97 2584.88 Deferred compensation cost 198.95 445.98 Since the enterprise used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value based method is as follows: In March 2005, ICAI has issued a guidance note on Accounting for Employees Share Based Payments applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires that the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows: Year ended March 31, 2010 87,311.74 341.30 340.91 87,312.13 Year ended March 31, 2009 61,240.21 580.57 553.44 61267.34

Profit as reported (Rs. in lacs) Add: Employee stock compensation under intrinsic value method (Rs. in lacs) Less: Employee stock compensation under fair value method (Rs. in lacs) Proforma profit (Rs. in lacs) Earnings per share Basic (Rs.) - As reported - Proforma Diluted (Rs.) - As reported - Proforma Nominal Value

41.09 41.09 40.92 40.92 Rs 10.00

30.11 30.12 28.64 28.65 Rs. 10.00

14.

During the year, the Company allotted 11,658,552 equity shares of Rs.10/- each at a premium of Rs. 490.80 per share to Qualified Institutional Buyers (QIBs) in terms of Chapter VIII of SEBI (ICDR) Regulations, 2009. The Company also converted 8,000,000 warrants which were issued by way of preferential allotment to Shriram Holdings (Madras) Private Limited into equity shares of Rs.10/- each at a premium of Rs. 290/-per share. The amount received has enhanced the networth and was utilized for the purpose of business operations.

15.

Securitisation/ Direct assignment The Company sells loans through securitisation and direct assignment. The information on securitisation / direct assignment activity of the Company as an originator is given below:

Total number of loan assets securitized/directly assigned Total book value of loan assets securitized/directly assigned (Rs. in lacs) Sale consideration received for the securitised assets/directly assigned (Rs. in lacs) Gain on account of securitization/direct assignment* (Rs. in lacs)

Year ended March 31, 2010 380,673 875,681.04 921,631.22 262,350.21

Year ended March 31, 2009 1,49,860 3,12,498.40 338,334.83 41,816.19

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* Gain on securitization / direct assignment deals done after February 1, 2006 is amortised over the period of the loan. The information on securitisation / direct assignment activity of the Company as an originator as on March 31, 2010 and March 31, 2009 is given in the table below : (Rs.in lacs) As at March 31, 2010 As at March 31, 2009 Outstanding credit enhancement -Fixed Deposit 173,588.14 97,459.32 Outstanding liquidity facility -Fixed Deposit 23,833.27 17,137.30 Outstanding subordinate contribution 2,665.30 3,301.71

16. I

Supplementary Statutory Information Managing Directors Remuneration Salaries Perquisites Contribution to Provident fund Employee stock option scheme Year ended March 31, 2010 45.46 7.19 0.09 19.87 72.61 (Rs. in lacs) Year ended March 31, 2009 40.00 8.13 0.09 14.77 62.99

Note: - As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the Managing Director is not included above The computation of profits under section 349 of the Act has not been given as no commission is payable to the Managing Director. (Rs.in lacs) II Expenditure in foreign currency (On cash basis) Year ended March 31, Year ended March 31, 2010 2009 Travelling 4.23 236.38 Others 2.62 3,320.21 6.85 3556.59 Net dividend remitted in foreign exchange Period to which it relates Number of non-resident shareholders Number of equity shares held on which dividend was due Amount remitted (state the foreign currency) American Dollar Amount in Rs.(Lacs) 17. I Year ended March 31, 2010 Interim 2009- Final 200810 09 Year ended March 31, 2009 Interim Final 20072008-09 08 6 6 42,403,023 42,403,023

840,330 424.03

3,966,606 1696.12

Additional information pursuant to the provisions of paragraphs 3, 4C and 4D of Part II of schedule VI to the Act Licensed Capacity, Installed capacity, Actual production and Sales Class of Goods Units Licensed Capacity as at March 31, Installed Capacity as at March 31, (in KW) Actual Production and Sales for the year ended March 31, (in units) Sales Value (Rs. in lacs)

F102

2010 ElectricityWindmill ElectricityBiomass 44 1 NA

2009 NA NA

2010 -

2009 22,430 7,500

2010

2009 34,546,664

2010 -

2009 2,251.19* 1,014.07

32,192,600

*Includes compensation charges received towards generation loss. II Consumption of raw materials indigenous Raw material Units Quantity for the year ended March 31, 2010 Biomass Raw material 18. Tons 2009 69,354 Value for the year ended March 31, (Rs in lacs) 2010 2009 687.17

Based on the intimation received by the Company, none of the suppliers have confirmed to be registered under The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Accordingly, no disclosures relating to amounts unpaid as at the year ended together with interest paid /payable are required to be furnished. During the year, the Company sold its entire investment in the wholly owned subsidiary, Shriram Asset and Equipment Finance Private Limited (SAEFPL), which was incorporated on June 04, 2009. Further, the Company incorporated a wholly owned subsidiary, Shriram Equipment Finance Company Limited (SEFCL) and Shriram Automall India Limited (SAIL). Both the companies have not commenced operations till March 31, 2010. In addition to the auditors remuneration shown in operating and other expenses, the Company has also incurred auditors remuneration in connection with other services provided by auditors in connection with public issue of non convertible debentures and issue expenses of equity shares of Rs. 40.07 lacs (including out of pocket expenses of Rs. 0.36 lacs) and Rs. 58.96 lacs (including out of pocket expenses of Rs. 0.51 lacs) respectively and have been amortised as per note 1(q) and shown under miscellaneous expenditure. Since the company has not given any loans and advances in the nature of loans to its subsidiaries and associate and the subsidiaries /associates have not acquired any shares of the company, no disclosures under clause 32 of the Listing Agreeement are required. The receivables on current accounts consequent to expenditure incurred on behalf of the subsidiaries and the associate are not treated as loans and advances in the nature of loans. During the year company sold windmills to Nupower Renewables Ltd. for a consideration of Rs. 4,882.92 lacs out of which a sum of Rs. 324.71 lacs have been kept in escrow account pending completion of certain formalities. The auditors report dated April 29, 2010 on financial statements as of and for year ended March 31, 2010 included, as on Annexure, a statement on certain matters specified in the Companies (Auditors Report) Order, 2003, which was modified to indicate that there was an instance of fraud on the Company by its employee. Previous year Comparatives The figures for the previous year have been regrouped and reclassified, wherever necessary to conform to current years classification.

19.

20.

21.

22. 23.

24.

F103

Notes to Accounts for the year 2008 2009 1. Secured Loans

a) (i) Privately placed Redeemable Non-convertible Debentures of Rs.1,000/- each As at March 31, 2009 19,697,934 196,979.34 As at March 31, 2008 15,165,476 151,654.76

Number Amount Rs in Lacs

Secured by equitable mortgage of title deeds of immovable property. Further secured by charge on plant and machinery, furniture and other fixed assets of the Company, charge on Companys book debts, leased assets, loans, advances and other investments of the Company subject to prior charges created or to be created in favour of the Companys bankers, financial institutions and others. Debentures are redeemable at par over a period of 12 months to 160 months from the date of allotment depending on the terms of the agreement. (ii) Privately Placed Redeemable Non-Convertible Debenture of Rs.1,000,000/- each Date of Allotment/renewal 14.12.2006 18.01.2007 21.06.2007 27.06.2007 27.06.2007 04.07.2007 05.07.2007 09.07.2007 11.07.2007 17.07.2007 25.07.2007 30.07.2007 28.08.2007 07.09.2007 10.09.2007 13.09.2007 13.09.2007 17.09.2007 21.09.2007 05.10.2007 *05.10.2007 09.10.2007 12.10.2007 Amount (Rs. in lacs) As at March 31, 2009 5,000.00 15,000.00 7,000.00 1,000.00 10,000.00 15,000.00 2,500.00 2,500.00 4,000.00 2,500.00 1,000.00 2,500.00 2,000.00 1,500.00 2,500.00 2,500.00 As at March 31, 2008 5,000.00 11,000.00 2,500.00 2,500.00 2,500.00 5,000.00 5000 15,000.00 7,000.00 1,000.00 15,000.00 15,000.00 2,500.00 2,500.00 4,000.00 2,500.00 1,000.00 3,400.00 3,800.00 2,500.00 2,000.00 1,500.00 2,500.00 2,500.00 Redeemable at par on 18.04.2008 18.07.2008 19.12.2008 27.02.2009 26.12.2008 04.07.2009 05.07.2010 09.07.2010 09.07.2010 17.07.2009 25.07.2010 30.07.2009 28.04.2009 04.09.2009 10.09.2010 13.09.2009 19.09.2008 17.09.2010 21.09.2010 05.10.2009 05.10.2010 09.10.2009 28.09.2009

F104

Date of Allotment/renewal 15.10.2007 18.10.2007 19.10.2007 19.10.2007 22.10.2007 30.10.2007 02.05.2008 20.06.2008 18.08.2008 04.09.2008 04.09.2008 04.09.2008 05.09.2008 08.09.2008 15.09.2008 15.09.2008 15.09.2008 15.09.2008 15.09.2008 15.09.2008 16.09.2008 17.09.2008 24.09.2008 26.09.2008 26.09.2008 08.10.2008 24.10.2008 27.10.2008 26.11.2008 17.12.2008 24.03.2009 25.03.2009 28.03.2009 TOTAL

Amount (Rs. in lacs) As at March 31, 2009 2,000.00 12,000.00 5,000.00 8,000.00 2,500.00 5,000.00 15,000.00 10,000.00 29,000.00 3,500.00 1,500.00 10,000.00 7,500.00 3,000.00 1,500.00 1,500.00 2,500.00 2,500.00 2,500.00 1,500.00 2,500.00 8,000.00 2,500.00 2,500.00 1,500.00 1,200.00 00 5,000.00 30,000.00 1,000.00 19,000.00 2,400.00 2,600.00 5,000.00 2,85,700.00 As at March 31, 2008 2,000.00 12,000.00 5,000.00 8,000.00 2,500.00 5,000.00 146,700.00

Redeemable at par on 15.10.2010 18.10.2010 19.10.2010 18.10.2009 22.10.2009 30.10.2009 02.05.2011 20.06.2011 06.03.2010 04.04.2010 20.02.2010 04.09.2010 10.09.2010 08.09.2010 15.09.2011 15.09.2010 15.03.2010 15.09.2010 15.03.2010 30.04.2010 16.09.2011 01.09.2011 24.09.2010 26.09.2010 10.09.2010 06.04.2010 10.12.2010 27.10.2013 26.11.2013 17.12.2009 24.03.2010 25.03.2010 28.03.2012

Secured by hypothecation of specific assets covered under loan agreements and equitable mortgage of title deeds of immovable property. *Put/call option on April 3, 2009

F105

(iii) Privately Placed Redeemable Non-Convertible Debenture of Rs.1,000/- each Amount (Rs. in lacs) Date of Allotment/renewal As at March 31, 2009 As at March 31, 2008 18.01.2007 07.06.2007 20.06.2007 22.06.2007 07.08.2007 21.09.2007 TOTAL 0.44 2,500.00 500.00 2,500.00 5,000.00 3,400.00 13,900.44

Redeemable at par on 18.01.2009 06.05.2008 18.06.2008 23.06.2008 30.07.2009 19.09.2008

Secured by equitable mortgage of title deeds of immovable property. Further secured by charge on plant and machinery, furniture and other fixed assets of the Company, charge on Companys book debts, leased assets, loans, advances and other investments of the Company subject to prior charges created or to be created in favour of the Companys bankers, financial institutions and others. b) Term Loans : (Rs. in lacs) As at March 31, 2008

As at March 31, 2009 i. From Financial Institutions / Corporates : (a) Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to hypothecation loans Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm and guaranteed by a former Director. 41,893.90

106,342.57

(b)

1,420.12

1,785.36

(c)

754.40

963.00

ii.

From Foreign Institution: Secured by an exclusive charge by way of Hypothecation of specific Loan agreements and all amounts owing to and received by the Company pursuant to the above Agreements Total 724.27 2,172.80

44,792.69

111,263.73

F106

(Rs. in lacs) As at March 31, 2009 iii. From Banks : (a) (b) Secured by hypothecation of vehicles Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed / current assets relating to lease, hypothecation loans Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the bio mass plant. Total 6.36 *830,676.33 10.07 *502,000.38 As at March 31, 2008

(c)

969.99

1,202.27

1,710.90 833,363.58

2,116.56 505,329.28

*includes Rs.7,500.00 lacs (March 31, 2008 : Rs 17,065.00 lacs) the charge in respect of which has since been created. c) Cash Credit from Banks As at March 31, 2009 Cash Credit from Banks *316,623.70 (Rs. in lacs) As at March 31, 2008 *225,646.66

Secured by hypothecation of specific assets covered under Loan Agreements and Book debts. * includes Nil (March 31, 2008 : Rs 31,500.00 lacs) the charge in respect of which has since been created. 2. Subordinated Debt The Company has raised Tier II capital by issue of subordinated debt bonds amounting to Rs. 60,553.56 lacs (March 31, 2008: Rs. 30,516.38 lacs) with coupon rate of 11.50% to 13% per annum which are redeemable over a period of 62 months to 121 months. 3. Cash & Cash Equivalents Particulars Cash & Bank balance Less : Fixed deposits having original maturity greater than 3 months or pledged with banks or lien marked deposits Balance considered as cash & cash equivalents for cash flow statement 4. Year ended March 31, 2009 578,489.69 117,435.43 461,054.26 (Rs. in lacs) Year ended March 31, 2008 137,420.45 70,221.15 67,199.30

Gratuity and other post-employment benefit plans: The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. Consequent to the adoption of revised AS 15 Employee Benefits issued under Companies (Accounting Standards) Amendment Rules, 2008, the following disclosures have been made as required by the standard:

F107

Profit and Loss account Net employee benefit expense (recognized in employee cost) (Rs. in lacs) Gratuity Particulars Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial (gain) / loss recognised in the year Past service cost Net benefit expense Actual return on plan assets Balance sheet Details of Provision for gratuity (Rs. in lacs) Gratuity Particulars Defined benefit obligation Fair value of plan assets March 31, 2009 463.92 NA 463.92 Less: Unrecognised past service cost Plan asset / (liability) Nil (463.92) March 31, 2008 322.76 NA 322.76 Nil (322.76) March 31, 2009 99.69 33.23 NA 22.48 Nil 155.40 NA March 31, 2008 53.25 17.24 NA 101.94 Nil 172.43 NA

Changes in the present value of the defined benefit obligation are as follows: (Rs. in lacs) Gratuity Particulars Opening defined benefit obligation Interest cost Current service cost Benefits paid Actuarial (gains) / losses on obligation Closing defined benefit obligation March 31, 2009 322.76 33.23 99.69 (14.24) 22.48 463.92 March 31, 2008 174.31 17.24 53.25 (23.98) 101.94 322.76

The Company would not contribute any amount to gratuity in 2009-10 as the scheme is unfunded. The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

F108

Gratuity Particulars Investments with insurer March 31, 2009 % NA March 31, 2008 % NA

The principal assumptions used in determining gratuity obligations for the Companys plan are shown below : Gratuity Particulars Discount Rate Increase in compensation cost Employee Turnover* March 31, 2009 7.75% 5% 5% and 10% March 31, 2008 8% 5% 5% and 10%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. *5% in case of employees with service period of more than 5 years and 10% for all other employees. Amounts for the current period are as follows: Particulars Defined benefit obligation Plan assets Surplus / (deficit) Experience adjustments on plan liabilities Experience adjustments on plan assets March 31, 2009 463.92 NA (463.92) 37.57 NA (Rs. in lacs) March 31, 2008 322.76 NA (322.76) 101.94 NA

5.

The Company is a primarily engaged in financing activities. It operates in a single business and geographical segment. The Company also owns windmills and biomass which generate income from sale of electricity and the same has been classified as Unallocated reconciling item as per requirements of AS 17 on Segment Reporting issued by ICAI.

(Rs. in lacs) Year ended March 31, 2009 Unallocated Financing reconciling Total Activities items 369,731.43 3,265.26 372,996.69 92,842.16 (183.61) 92,658.55 Year ended March 31, 2008 Unallocated Financing reconciling Total Activities items 249,440.00 1,290.12 250,730.12 62,225.82 (956.50) 61,269.32

Particulars Segment Revenue Segment Results (Profit before tax and after interest on Financing Segment) Less: Interest on unallocated reconciling items Net profit before tax Less: Income taxes Net profit

N.A. 92,842.16 N.A. N.A.

595.44 (779.05) N.A. N.A.

595.44 92,063.11 30,822.90 61,240.21

N.A. 62,225.82 N.A. N.A.

686.02 (1,642.52) N.A. N.A.

686.02 60,583.30 21,600.65 38,982.65

F109

Particulars

Year ended March 31, 2009 Unallocated Financing reconciling Total Activities items 2,486,166.50 9,673.31 2,495,839.81 3,017.14 2,486,166.50 2,261,825.83 9,673.31 5,352.41 2,498,856.95 2,267,178.24 15.11 2,261,825.83 3,369.47 1,645.69 33,145.16 5,352.41 Nil 1,834.90 590.85 2,267,193.35 3,369.47 3,480.59 33,736.01

Year ended March 31, 2008 Unallocated Financing reconciling Total Activities items 1,813,531.17 10,785.10 1,824,316.27 2,372.02 1,813,531.17 1,635,348.12 10,785.10 6,089.70 1,826,688.29 1,641,437.82 3,614.57 1,635,348.12 1,266.01 1,884.86 29,713.13 6,089.70 Nil 1,821.11 13.73 1,645,052.39 1,266.01 3,705.97 29,726.86

Other Information: Segment assets Unallocated corporate assets Total Assets Segment liabilities Unallocated corporate liabilities Total Liabilities Capital expenditure Depreciation Other non - cash expenses

6. Related Party Disclosures Related party where control exists Subsidiaries Other Related Parties Enterprises having significant influence over the Company Shriram Holdings (Madras) Private Limited Shriram Capital Limited Newbridge India Investments II Limited Shriram Asset Management Company Limited Ashley Transport Services Limited (upto July 3, 2007) R Sridhar, Managing Director Mrs. Padmapriya Sridhar (spouse) : Shriram Powergen Limited (upto March 27, 2008)

Associates

Key Managerial Personnel Relatives of Key Managerial Personnel

: :

F110

(Rs. In Lacs)
Enterprises having significant influence over the Company 2009 2008 Payments/Expenses Employee benefits for key management personnel Royalty Data Sourcing fees Service Charges Equity dividend Interest on subordinate debt Interest on Inter Corporate Deposit Investments in shares Rent paid Receipts/Income Sale of investments Subscription of equity shares Subscription to optionally convertible warrants Inter Corporate Deposit Rent & electricity Balance outstanding at the year end Share capital Share warrants Investments in shares Outstanding expenses Inter Corporate Deposits Rent Deposit given Interest payable on ICD Interest payable on subordinate debt 1,036.45* 87.35* 524.10* 4,268.58# 149.52# 57.60* 4,200# 8,537.15# 2,400.00# 67.17* 4,200.00# 49.00* 149.52# 623.54* 57.95* 347.70* 2,561.15# 58.80* 6,955.20# 2,400.00# 8,537.15# 2,400.00# 62.18* 49.00* Subsidiaries 2009 2008 4.99 Associates 2009 51.19^ 5.40^ 240.00^ 29.36^ 2008 101.94^ 30.00@ 112.50@ 5.40^ 240.00^ 233.22^ Key Management Personnel 2009 62.99 4.29 8.58 2008 66.53 2.52 8.40 30.00 Relatives of Key Management Personnel 2009 2008 2.03 4.05 1.22 4.05 Total 2009 62.99 1,036.45 87.35 524.10 4,274.90 51.19 149.52 57.60 4,200.00 5.40 8,549.78 2,400.00 240.00 67.17 4,200.00 49.00 149.52 29.36 2008 66.53 623.54 57.95 347.70 2,564.89 101.94 30.00 58.80 117.49 6,955.20 2,400.00 5.40 8,549.60 2,400.00 240.00 92.18 49.00 233.22

F111

* # ^ @ 7.

Denotes transactions with Shriram Capital Limited Denotes transactions with Shriram Holdings (Madras) Private Limited Denotes transactions with Shriram Asset Management Company Limited Denotes transactions with Ashley Transport Services Limited Leases In case of assets given on operating lease The Company has given land and building on operating lease for period ranging 11 months to 60 months. In case of assets given on financial lease The Company has given vehicles on finance lease. The lease term is for 3 to 5 years. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. (Rs. in lacs) As at March 31, 2009 Total gross investment in the lease Less : Unearned finance income Less: Unguaranteed residual value Present value of minimum lease payments Gross investment in the lease for the period : Not later than one year [Present value of minimum lease payments receivable Rs. Nil as on March 31, 2009 (March 31, 2008: Rs.5,388.35 lacs)] Later than one year but not later than five years [Present value of minimum lease payments Rs. Nil as on March 31, 2009 (March 31, 2008 : Rs. 350.72 lacs)] Later than five years [Present value of minimum lease payments Nil as on March 31, 2009 (March 31, 2008: Nil)] In case of assets taken on lease The Company has taken various office premises, furniture and fixtures, computers and plant and machinery under operating lease. The lease payments recognized in the profit & loss account are Rs.2,636.98 lacs (March 31, 2008: Rs.1,475.33 lacs). Certain agreements provide for cancellation by either party and certain agreements contains clause for escalation and renewal of agreements. There are no sub leases. The future minimum lease payments in respect of non-cancellable operating lease as at the balance sheet date are summarized below : (Rs. in lacs) Year ended March 31, Year ended March 2009 31, 2008 As at March 31, 2008 6,539.13 800.06 5,739.07 6,164.18

374.95

Minimum Lease Payments: Not later than one year Later than one year but not later than five years Later than five years

408.16 149.80 Nil

334.18 468.61 Nil

8.

In accordance with the Reserve Bank of India circular no.RBI/2006-07/ 225 DNBS (PD) C.C No. 87/03.02.004/200607 dated January 4, 2007, the Company has created a floating charge on the statutory liquid assets comprising of investment in Government Securities to the extent of Rs.283.00 lacs (March 31, 2008: Rs. 427.44 lacs) in favour of trustees representing the public deposit holders of the Company.

F112

9.

Earnings per share Year ended March 31, 2009 61,240.21 2,033.80 2,138.29 30.11 28.64 Year ended March 31, 2008 38,982.65 1,924.01 1,977.76 20.26 19.71

Particulars Net Profit after tax as per profit and loss account (Rs. in lacs) (A) Weighted average number of equity shares for calculating Basic EPS (in lacs) (B) Weighted average number of equity shares for calculating Diluted EPS (in lacs) (C) Basic earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (B) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (C)

Particulars Weighted average number of equity shares for calculating EPS (in lacs) Add : Equity shares arising on conversion of optionally convertible warrants (in lacs) Add : Equity shares for no consideration arising on grant of stock options under ESOP (in lacs) Weighted average number of equity shares in calculation diluted EPS (in lacs)

Year ended March 31, 2009 2,033.80 80.00 24.49 2,138.29

Year ended March 31, 2008 1,924.01 23.83 29.92 1,977.76

10.

Deferred Tax Liabilities/(Assets) (Net) The break up of deferred tax asset / liabilities is as under:As at March 31, 2009

(Rs in Lacs) As at March 31, 2008

Deferred Tax Liabilities Timing difference on account of : Differences in depreciation in block of fixed assets as per tax books and financial books Effect of lease accounting Gross Deferred Tax Liabilities (A) Deferred Tax Asset Timing difference on account of : Expenses disallowed under Income Tax Act, 1961 Provision for securitization Provision for hedging contracts Gross Deferred Tax Assets (B) 3,100.49 2,021.16 Nil 5,121.65 173.47 503.73 239.78 916.98 2,482.17 Nil 2,482.17 2,755.33 1,753.86 4,509.19

Deferred Tax Liabilities /(Assets)(Net) (A-B)

(2,639.48)

3,592.21

(Rs. in lacs)
F113

11.

Capital Commitments Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

As at March 31, 2009 Nil

As at March 31, 2008 100.00 (Rs. in lacs) As at March 31, 2008 3,381.70

12. a.

Contingent Liabilities not provided for Disputed income tax/interest tax demand contested in appeals not provided for [Against the above, a sum of Rs. 29.66 lacs (March 31, 2008: Rs. 318.11 lacs) has been paid under protest] Demands in respect of Service tax [Amount of Rs.15 lacs (March 31, 2008 : Rs. 15 lacs) has been paid under protest ] Guarantees issued by the Company and outstanding

As at March 31, 2009 164.76

b.

299.00

284.00

c.

901.97

1,991.58

Future cash outflows in respect of (a) and (b) above are determinable only on receipt of judgements /decisions pending with various forums/authorities. 13. Recovery of service tax on lease and hire purchase transactions is kept in abeyance in view of the stay granted by Honourable Madras High Court. If any liability arises it will be recovered from the concerned parties. However, on contracts that are terminated, pending decision from the Honourable Madras High Court, equivalent service tax is written off. The company has recognized the deferred tax asset on the amounts so written off, as in either case service tax liability will be paid off or reversed as income. Employee Stock Option Plan Series I October 31, 2005 October 19, 2005 Series II April 1, 2006 February 22, 2006 October 13, 2005 832,500 Series III October 9, 2006 September 6, 2006 October 13, 2005 910,000 Series IV August 17, 2007 August 17, 2007 Series V July 15,2008 July 15,2008

14.

Date of grant Date of Board /Committee Approval Date of Shareholders approval Number of options granted

October 13, 2005 2,962,500

October 13, 2005 109,000

October 13, 2005 77,000

Method of Settlement Equity Equity Equity (Cash/Equity) Graded Vesting Period After 1 year of 10% of options 10% of options 10% of options grant date granted granted granted After 2 years of 20% of options 20% of options 20% of options grant date granted granted granted After 3 years of 30% of options 30% of options 30% of options grant date granted granted granted After 4 years of 40% of options 40% of options 40% of options grant date granted granted granted Exercisable 10 years from 10 years from 10 years from period vesting date vesting date vesting date Vesting On achievement of pre-determined targets Conditions

Equity

Equity

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

F114

The details of Series I have been summarized below: As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 2,177,000 Rs. 35.00 304,500 Rs.35.00 32,700 1,839,800 Rs.35.00 860,540 9.09 Rs.59.04 As at March 31, 2008 Number of Weighted Shares Average Exercise Price(Rs.) 2,492,750 Rs. 35.00 57,800 Rs. 35.00 257,950 2,177,000 Rs. 35.00 528,260 10.09 Rs. 59.04

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series II have been summarized below: As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 554,100 Rs.35.00 31,300 Rs.35.00 6,300 516,500 Rs.35.00 116,520 9.49 Rs.91.75 As at March 31, 2008 Number Weighted of Shares Average Exercise Price(Rs.) 744,000 Rs.35.00 18,900 Rs.35.00 171,000 554,100 Rs.35.00 38,400 10.49 Rs. 91.75

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series III have been summarized below: As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 811,000 Rs.35.00 40,400 Rs.35.00 7,000 763,600 202,600 10.01 Rs.74.85 As at March 31, 2008 Number Weighted of Shares Average Exercise Price(Rs.) 885,000 Rs.35.00 74,000 811,000 Rs.35.00 81,100 11.01 Rs.74.85

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

F115

The details of Series IV have been summarized below: As at March 31, 2009 Number of Weighted Shares Average Exercise Price(Rs.) 109,000 Rs.35.00 3,000 106,000 Rs.35.00 106,000 10.88 Rs.136.40 As at March 31, 2008 Number Weighted of Shares Average Exercise Price(Rs.) 109,000 Rs.35.00 109,000 Rs.35.00 Nil 11.88 Rs.136.40

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series V have been summarized below:

As at March 31, 2009 As at March 31, 2008 Number of Weighted Number Weighted of Shares Average Shares Average Exercise Exercise Price(Rs.) Price(Rs.) Outstanding at the beginning of the year Add: Granted during the year 77,000 Rs.35.00 Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year 77,000 Rs.35.00 Exercisable at the end of the year Weighted average remaining contractual life (in years) 11.78 Weighted average fair value of options granted Rs.253.90 The weighted average share price for the period over which stock options were exercised was Rs.242.00 (March 31, 2008: Rs. 270.76) The details of exercise price for stock options outstanding at the end of the year are: March 31, 2009 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 1,839,800 516,500 763,600 106,000 77,000 Weighted average remaining contractual life of options (in years) 9.09 9.49 10.01 10.88 11.78 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V

March 31, 2008 Series Range of exercise prices Number of options outstanding 2,177,000 554,100 811,000 109,000 Weighted average remaining contractual life of options (in years) 10.09 10.49 11.01 11.88 Weighted average exercise price

Series I Series II Series III Series IV

Rs.35/Rs.35/Rs.35/Rs.35/-

Rs.35/Rs.35/Rs.35/Rs.35/-

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Stock Options granted Series I: The weighted average fair value of stock options granted was Rs.59.04. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 38.44 NA 1.50 3.00 5.98 2.31 Yr 2 35.00 38.44 NA 2.50 3.00 6.33 2.31 Yr 3 35.00 38.44 NA 3.50 3.00 6.54 2.31 Yr 4 35.00 38.44 NA 4.50 3.00 6.73 2.31

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series II :

The weighted average fair value of stock options granted was Rs.91.75. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 19.89 NA 1.50 3.00 6.64 2.52 Yr 2 35.00 19.89 NA 2.50 3.00 6.83 2.52 Yr 3 35.00 19.89 NA 3.50 3.00 6.93 2.52 Yr 4 35.00 19.89 NA 4.50 3.00 7.26 2.52

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Series III : The weighted average fair value of stock options granted was Rs.74.85. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 31.85 NA 1.50 3.00 6.96 2.52 Yr 2 35.00 31.85 NA 2.50 3.00 7.10 2.52 Yr 3 35.00 31.85 NA 3.50 3.00 7.26 2.52 Yr 4 35.00 31.85 NA 4.50 3.00 7.40 2.52

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Series IV : The weighted average fair value of stock options granted was Rs. 136.40. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 41.51 NA 1.50 3.00 7.68 0.89 Yr 2 35.00 41.51 NA 2.50 3.00 7.76 0.89 Yr 3 35.00 41.51 NA 3.50 3.00 7.82 0.89 Yr 4 35.00 41.51 NA 4.50 3.00 7.87 0.89

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

F117

Series V : The weighted average fair value of stock options granted was Rs. 253.90. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Yr 1 35.00 69.22 NA 1.50 3.00 9.41 1.63 Yr 2 35.00 69.22 NA 2.50 3.00 9.36 1.63 Yr 3 35.00 69.22 NA 3.50 3.00 9.34 1.63 Yr 4 35.00 69.22 NA 4.50 3.00 9.36 1.63

The expected volatility was determined based on historical volatility data equal to the NSE volatility rate of Bank Nifty which is considered as a comparable peer group of the Company. To allow for the effects of early exercise, it was assumed that the employees will exercise the options within six months from the date of vesting in view of the exercise price being significantly lower than the market price. Effect of the employee share-based payment plans on the profit and loss account and on its financial position: (Rs. in lacs) As at March 31, 2009 580.57 2,584.88 445.98 As at March 31, 2008 653.95 2,689.69 863.05

Total compensation cost pertaining to employee share-based payment plan (entirely equity settled) Liability for employee stock options outstanding as at year end Deferred compensation cost

Since the enterprise used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value based method is as follows: In March 2005, ICAI has issued a guidance note on Accounting for Employees Share Based Payments applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires that the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows: Year ended March 31, 2009 61,240.21 580.57 553.44 61,267.34 Year ended March 31, 2008 38,982.65 653.95 615.95 39,020.65

Profit as reported (Rs. in lacs) Add: Employee stock compensation under intrinsic value method (Rs. in lacs) Less: Employee stock compensation under fair value method (Rs. in lacs) Proforma profit (Rs. in lacs) Earnings per share Basic (Rs.) - As reported - Proforma Diluted (Rs.) - As reported - Proforma Nominal value

30.11 30.12 28.64 28.65 10.00

20.26 20.28 19.71 19.73 10.00

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15.

Securitisation/ Direct assignment

The Company sells loans through securitisation and direct assignment. The information on securitisation / direct assignment activity of the Company as an originator for the year March 31, 2009 and March 31, 2008 is given below: Year ended March 31, 2009 1,49,860 3,12,498.40 3,38,334.83 41,816.19 Year ended March 31, 2008 65,020 211,822.17 248,140.60 36,318.39

Total number of loan assets securitized/directly assigned Total book value of loan assets securitized/directly assigned (Rs. in lacs) Sale consideration received for the securitized/directly assigned assets (Rs. in lacs) Gain on account of securitization/direct assignment* (Rs. in lacs)

* Gain on securitization / direct assignment deals done after February 1, 2006 is amortised over the period of the loan. The information on securitisation & direct assignment activity of the Company as an originator as on March 31, 2009 and March 31, 2008 is given in the table below : (Rs. in Lacs) As at March 31, As at March 31, 2009 2008 Outstanding credit enhancement 97,459.32 56,687.05 Outstanding liquidity facility 17,137.30 7,127.85 Outstanding subordinate contribution 3,301.71 5,159.40 16. Derivative Instruments: The Notional principal amount of derivative transactions outstanding as on March 31, 2009 for principal swaps are Rs. Nil (March 31, 2008 Rs. Nil ) and for interest rate swaps Rs. Nil (March 31, 2008 Rs 95,000 lacs). The interest rate swaps is to hedge against exposure to variable interest outflow on loans. The broad term of the instruments are to receive fixed rate of interest/variable rate equal to INBMK and to pay a variable rate equal to INBMK/MIBOR. 17. I Supplementary Statutory Information (Rs. in lacs) Managing Directors Remuneration Year ended March 31, 2009 40.00 8.13 0.09 14.77 62.99 Year ended March 31, 2008 46.96 9.78 0.09 9.70 66.53

Salaries Perquisites Contribution to Provident fund Employee stock option scheme

Note: - As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors is not ascertainable and, therefore, not included above. The computation of profits under section 349 of the Act has not been given as no commission is payable to the Directors / Managing Director. (Rs. in lacs) II Expenditure in foreign currency (On cash basis) Year ended March 31, 2009 236.38 3,320.21 3,556.59 Year ended March 31, 2008 13.81 Nil 13.81

Travelling Others

F119

III

Net dividend exchange

remitted

in

foreign

Period to which it relates Number of non-resident shareholders Number of equity shares held on which dividend was due Amount remitted (state the foreign currency) Euro American Dollar 18.

Year ended March 31, 2009 Interim Final 2008-09 2007-08 6 6 42,403,023 42,403,023

Year ended March 31, 2008 Interim 2007-08 6 45,863,023 Final 2006-07 2 35,125,801

840,330

3,966,606

1,154,077

2,234 1,683,294

Additional information pursuant to the provisions of paragraphs 3, 4C and 4D of Part II of schedule VI to the Act Licensed Capacity, Installed capacity, Actual production and Sales Class of Goods Units Licensed Capacity as at March 31, 2009 Electricity -Windmill Electricity -Biomass 44 1 NA NA 2008 NA NA Installed Capacity as at March 31, (in KW) 2009 22,430 7,500 2008 22,430 7,500 Actual Production and Sales for the year ended March 31, (in units) 2009 34,546,664 32,192,600 2008 30,200,617 10,275,400 Sales Value (Rs. in lacs)

2009 2,251.19* 1,014.07

2008 966.44 323.68

*Includes compensation charges received towards generation loss. ii Consumption of raw materials - indigenous Raw material Units Quantity for the year ended March 31, 2009 Biomass Fuel 19. Tons 69,354 2008 25,332 Value for the year ended March 31, (Rs in lacs) 2009 687.17 2008 258.06

Based on the intimation received by the Company, none of the suppliers have confirmed to be registered under The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Accordingly, no disclosures relating to amounts unpaid as at the year end together with interest paid /payable are required to be furnished. Final dividend (including tax on dividend) includes an amount of Rs 12.31 lacs in respect of dividend paid by the Company for the previous year on 263,100 equity shares allotted before the date of book closure as they rank pari-passu with the existing equity shares for dividend. The auditors report dated May 13, 2009 on financial statements as of and for year ended March 31, 2009 included, as an Annexure, a statement on certain matters specified in the Companies (Auditors Report) Order, 2003, which was modified to indicate that there was an instance of fraud on the Company by its franchisee. Previous Year Comparatives The figures for the previous year have been regrouped and reclassified, wherever necessary to conform to current years classification.

20.

21.

22.

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Notes to Accounts for the year 2007-2008 1. Secured Loans a) (i) Privately placed Redeemable Non-convertible Debentures of Rs.1,000/- each (Rs. in lacs) As at March 31, 2008 15,165,476 151,654.76 As at March 31, 2007 12,379,858 123,798.58

Number Amount

Secured by exclusive mortgage of office premises. Further secured by charge on Plant and Machinery, Furniture and other fixed assets of the Company, charge on Companys book debts, leased assets, loans, advances and other investments of the Company subject to prior charges created or to be created in favour of the Companys bankers, financial institutions and others. Debentures are redeemable over a period of 12 months to 160 months from the date of allotment depending on the terms of the agreement.

(ii) Privately Placed Redeemable Non-Convertible Debenture of Rs.1,000,000/- each

Date of Allotment/renewal 05.05.2006 23.10.2006 12.12.2006 14.12.2006 18.01.2007 21.06.2007 27.06.2007 27.06.2007 04.07.2007 05.07.2007 09.07.2007 11.07.2007 17.07.2007 25.07.2007 30.07.2007 28.08.2007 07.09.2007 10.09.2007 13.09.2007 13.09.2007 17.09.2007

Amount (Rs. in lacs) As at March 31, 2008 Nil Nil Nil 5,000.00 11,000.00 2,500.00 2,500.00 2,500.00 5,000.00 5000 15,000.00 7,000.00 1,000.00 15,000.00 15,000.00 2,500.00 2,500.00 4,000.00 2,500.00 1,000.00 3,400.00 3,800.00 As at March 31, 2007 5,000.00 10,000.00 5,000.00 5,000.00 11,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Redemption date 04.05.2007 24.10.2007 17.12.2007 18.04.2008 18.07.2008 19.12.2008 27.02.2009 26.12.2008 04.07.2009 05.07.2010 09.07.2010 09.07.2010 17.07.2009 25.07.2010 30.07.2009 28.04.2009 04.09.2009 10.09.2010 13.09.2009 19.09.2008 17.09.2010

F121

Date of Allotment/renewal 21.09.2007 05.10.2007 05.10.2007 09.10.2007 12.10.2007 15.10.2007 18.10.2007 19.10.2007 19.10.2007 22.10.2007 30.10.2007 TOTAL

Amount (Rs. in lacs) Redemption date As at March 31, 2008 2,500.00 2,000.00 1,500.00 2,500.00 2,500.00 2,000.00 12,000.00 5,000.00 8,000.00 2,500.00 5,000.00 146,700.00 As at March 31, 2007 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 36,000.00

Redemption date 21.09.2010 05.10.2009 05.10.2010 09.10.2009 28.09.2009 15.10.2010 18.10.2010 19.10.2010 18.10.2009 22.10.2009 30.10.2009

Secured by exclusive charge by way of hypothecation of loan agreements.

(iii) Privately Placed Redeemable Non-Convertible Debenture of Rs.1,000/- each Amount (Rs. in lacs) Redemption date As at March 31, 2008 Nil Nil Nil Nil Nil Nil 0.44 2,500.00 500.00 2,500.00 5,000.00 3,400.00 13,900.44 As at March 31, 2007 10,000.00 1,500.00 10,000.00 1,000.00 1,000.00 500.00 0.44 0.00 0.00 0.00 0.00 0.00 24,000.44 18.07.2007 29.11.2007 29.08.2007 24.12.2007 25.09.2007 26.09.2007 18.01.2009 06.05.2008 18.06.2008 23.06.2008 30.07.2009 19.09.2008

Date of Allotment/renewal 18.07.2006 29.08.2006 31.08.2006 26.09.2006 26.09.2006 27.09.2006 18.01.2007 07.06.2007 20.06.2007 22.06.2007 07.08.2007 21.09.2007 TOTAL

Secured by exclusive charge by way of hypothecation of loan agreements.

F122

b) Term Loans : As at March 31, 2008 i. From Financial Institutions / Corporates : (a) Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to hypothecation loans Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm and guaranteed by a former Director. 106,342.57 75,471.30 (Rs. in lacs) As at March 31, 2007

(b)

1,785.36

2,053.72

(c)

963.00

1,126.38

ii.

From Foreign Institution: Secured by an exclusive charge by way of Hypothecation of specific Loan agreements and all amounts owing to and received by the Company pursuant to the above Agreements Total 2,172.80 3,621.33

111,263.73

82,272.73

(Rs. in lacs) As at March 31, 2008 iii. From Banks : (a) (b) Secured by hypothecation of vehicles Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed / current assets relating to lease, hypothecation loans Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the bio mass plant. 10.07 502,000.38 13.47 256,001.64 As at March 31, 2007

(c)

1,202.27

1,431.99

(d)

2,116.56 505,329.28

2,378.38 259,825.48

Total

F123

c) Cash Credit from Banks (Rs. in lacs) As at March 31, As at March 31, 2008 2007 Cash Credit from Banks 225,646.66 104,118.36 Secured by hypothecation of specific assets covered under Loan Agreements, Book debts, equitable mortgage of title deeds of immovable property. 2. Subordinated Debt The Company has raised Tier II capital by issue of subordinated debt bonds amounting to Rs. 30,516.38 lacs (March 31, 2007: Rs. 29,924.71 lacs) with coupon rate of 10 % to 12% per annum which are redeemable over a period of 62 months to 80 months. Cash & Cash Equivalents (Rs. in lacs) Particulars Year ended Year ended March March 31, 2007 31, 2008 137,420.45 70,221.15 67,199.30 181,064.16 37,042.50 144,021.66

3.

Cash & Bank balance Less : Fixed deposits having original maturity greater than 3 months or pledged with banks or lien marked deposits Balance considered as cash & cash equivalents for cash flow statement 4.

Gratuity and other post-employment benefit plans: The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. Till March 31, 2007, the Company was providing for leave benefits based on actuarial valuation. In the current year, the Company has adopted the AS 15 (Revised) which is mandatory from accounting periods commencing on or after December 7, 2006. Accordingly the Company has changed method of providing short term leave benefits from actuarial valuation to estimate basis. Further, in accordance with the transitional provision in the revised AS, no amount has been adjusted to the General Reserve as the amount is not material. This change is not having material impact on the profit for the current year. Consequent to the adoption of revised AS 15 Employee Benefits issued by the ICAI, the following disclosures have been made as required by the standard:

Profit and Loss account Net employee benefit expense (recognized in Employee Cost) (Rs. in lacs) Gratuity March 31, 2008 53.25 17.24 NA 101.94 Nil 172.43 NA

Particulars Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial (gain) / loss recognised in the year Past service cost Net benefit expense Actual return on plan assets

Balance sheet Details of Provision for gratuity

F124

(Rs. in lacs)

Gratuity Particulars Defined benefit obligation Fair value of plan assets March 31, 2008 322.76 NA 322.76 Less: Unrecognised past service cost Plan asset / (liability) Changes in the present value of the defined benefit obligation are as follows: (Rs. in lacs) Gratuity Particulars Opening defined benefit obligation Interest cost Current service cost Benefits paid Actuarial (gains) / losses on obligation Closing defined benefit obligation March 31, 2008 174.31 17.24 53.25 (23.98) 101.94 322.76 Nil (322.76)

The Company would not contribute any amount to gratuity in 2008-09 as the scheme is unfunded.

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: Gratuity Particulars Investments with insurer March 31, 2008 % NA

The principal assumptions used in determining gratuity obligations for the companys plan are shown below : Gratuity Particulars Discount Rate Increase in compensation cost Employee Turnover March 31, 2008 8% 5% 5% and 10%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

F125

Amounts for the current period are as follows: Particulars Defined benefit obligation Plan assets Surplus / (deficit) Experience adjustments on plan liabilities Experience adjustments on plan assets

(Rs. in lacs) March 31, 2008 322.76 NA (322.76) 101.94 NA

The current year being the first year of adoption of AS 15 (revised) by the Company, the previous year comparative information has not been furnished. 5.

The Company is a primarily engaged in financing activities. It operates in a single business and geographical segment. The Company also owns windmills and biomass which generate income from sale of electricity and the same has been classified as Unallocated reconciling item as per requirements of AS 17 on Segment Reporting issued by ICAI.

Particulars Segment Revenue Segment Results (Profit before tax and after interest on Financing Segment) Less: Interest on unallocated reconciling items Net profit before tax Less: Income taxes Net profit Other Information: Segment assets Unallocated corporate assets Total Assets Segment liabilities Unallocated corporate liabilities Total Liabilities Capital expenditure Depreciation Other non - cash expenses

Year ended March 31, 2008 Unallocated Financing reconciling Total Activities items 249,440.00 1,290.12 250,730.12

(Rs. in lacs) Year ended March 31, 2007 Unallocated Financing reconciling Total Activities items 141,007.94 1,130.66 142,138.60

62,225.82

(956.50)

61,269.32

28,993.09

390.13

29,383.22

N.A. 62,225.82 N.A. N.A. 1,813,531.17

686.02 (1,642.52) N.A. N.A. 10,785.10

686.02 60,583.30 21,600.65 38,982.65 1,824,316.27 2,372.02

N.A. 28,993.09 N.A. N.A. 1,069,157.13

460.80 (70.67) N.A. N.A. 12,257.85

460.80 28,922.42 9,882.71 19,039.71 1081,414.98 2,120.47

1,813,531.17 1,635,348.12

10,785.10 6,089.70

1,826,688.29 1,641,437.82 3,614.57

1,069,157.13 959,257.03

12,257.85 6,988.92

1,083,535.45 966,245.95 8,661.98

1,635,348.12 1,266.01 1,884.86 29,713.13

6,089.70 Nil 1,821.11 13.73

1,645,052.39 1,266.01 3,705.97 29,726.86

959,257.03 1,851.87 414.81 18,991.11

6,988.92 1,184.44 570.32 Nil

974,907.93 3,036.31 985.13 18,991.11

F126

6. Related Party Disclosures Subsidiaries Associates : : Shriram Powergen Limited (upto March 27, 2008) Shriram Asset Management Company Limited Ashley Transport Services Limited (upto July 3, 2007) Shriram Holdings (Madras) Private Limited Shriram Capital Limited (formerly known as Shriram Financial Services Holding Private Limited) Newbridge India Investments II Limited R Sridhar, Managing Director Mrs. Padmapriya Sridhar (spouse)

Enterprises having significant influence over the Company

Key Managerial Personnel Relatives of Key Managerial Personnel

: :

F127

Enterprises having significant influence over the Company

2008 Payments/Expenses Employee benefits for key management personnel Royalty Data Sourcing fees Service Charges Equity dividend Interest on subordinate debt Investments in shares Rent paid Rental Deposit Receipts/Income Sale of investments Subscription of equity shares Subscription to optionally convertible warrants Rent & electricity Balance outstanding at the year end Share capital Share warrants Investments in shares Outstanding expenses Rent Deposit given Interest payable on subordinate debt 623.54* 57.95* 347.70* 2,561.15# 58.80* 6,955.20# 2,400.00# 8,537.15# 2,400.00# 62.18* 49.00* 356.35* 44.61* 266.28* 2,263.15# 45.80* 49.00* 9,282.00# 7,847.15# 772.80# 147.04* 49.00* 2007

Subsidiaries
2008 2007

Associates
2008 2007

Key Management Personnel

2008 2007

(Rs. In Lacs) Relatives of Key Management Personnel

2008 2007 2008

Total
2007

4.99 -

4.99 4.99 -

101.94^ 30.00@ 112.50@ 5.40^ 240.00+ 233.22^

46.50^ 180.00@ 5.40^ 420.00+ 131.28^

66.53 2.52 8.40 30.00 -

20.32 2.37 1.75 8.12 -

1.22 4.05 -

1.22 4.05 -

66.53 623.54 57.95 347.70 2,564.89 101.94 30.00 58.80 117.49 6,955.20 2,400.00 5.40 8,549.60 2,400.00 240.00 92.18 49.00 233.22

20.32 356.35 44.61 266.28 2,266.74 46.50 184.99 45.80 49.00 9,283.75 5.40 7,859.32 772.80 424.99 147.04 49.00 131.28

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* # ^ @ +

Denotes transactions with Shriram Capital Limited (formerly known as Shriram Financial Services Holding Private Limited) Denotes transactions with Shriram Holdings (Madras) Private Limited Denotes transactions with Shriram Asset Management Company Limited Denotes transactions with Ashley Transport Services Limited Investments in shares as on March 31, 2008 includes Rs. 240.00 Lacs (March 31, 2007: Rs. 240.00 lacs) invested in Shriram Asset Management Company Limited and Rs. Nil (March 31, 2007: Rs. 180.00 lacs) in Ashley Transport Services Limited Leases In case of assets given on operating lease The Company has given land and building on operating lease for period ranging 11 months to 60 months. In case of assets given on Financial lease including hire purchase The Company has given vehicles on finance lease. The lease term is for 3 to 5 years. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements.

7.

(Rs. in lacs) As at March 31, 2008 6,539.13 800.06 Nil 5,739.07 As at March 31, 2007 22,654.39 5,088.49 Nil 17,565.90

Total gross investment in the lease Less : Unearned finance income Less: Unguaranteed residual value Present value of minimum lease payments Gross investment in the lease for the period : Not later than one year [Present value of minimum lease payments receivable Rs. 5,388.35 lacs as on March 31, 2008 (March 31, 2007: Rs.11,693.34 lacs)] Later than one year but not later than five years [Present value of minimum lease payments Rs.350.72 lacs as on March 31, 2008 (March 31, 2007 : Rs. 5,872.56 lacs)] Later than five years [Present value of minimum lease payments Nil as on March 31, 2008 (March 31, 2007: Nil)]

6,164.18

15,373.89

374.95

7,280.50

Nil

Nil

In case of assets taken on lease The Company has taken various office premises, furniture and fixtures, IT equipments and plant and machinery under operating lease. The lease payments recognized in the profit & loss account are Rs.1,475.33 lacs (March 31, 2007: Rs.987.91 lacs). Certain agreements provide for cancellation by either party and certain agreements contains clause for escalation and renewal of agreements. There are no sub leases.

The future minimum lease payments in respect of non-cancellable operating lease as at the balance sheet date are summarized below :

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Year ended March 31, 2008 Minimum Lease Payments: Not later than one year Later than one year but not later than five years

(Rs. in lacs) Year ended March 31, 2007

334.18 468.61

173.99 167.75

Later than five years Nil Nil In accordance with the Reserve Bank of India circular no.RBI/2006-07/ 225 DNBS (PD) C.C No. 8. 87/03.02.004/2006-07 dated January 4, 2007, the Company has created a floating charge on the statutory liquid assets comprising of investment in Government Securities to the extent of Rs.427.44 lacs in favour of trustees representing the public deposit holders of the Company.

9.

Earnings per share Year ended March 31, 2008 38,982.65 1,924.01 1,977.76 20.26 19.71 Year ended March 31, 2007 19,039.71 1,729.59 1,812.07 11.01 10.51

Particulars Net Profit after tax as per profit and loss account (Rs. in lacs) (A) Weighted average number of equity shares for calculating Basic EPS (in lacs) (B) Weighted average number of equity shares for calculating Diluted EPS (in lacs) (C) Basic earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (B) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (C)

Particulars Weighted average number of equity shares for calculating EPS (in lacs) Add : Equity shares arising on conversion of optionally convertible warrants (in lacs) Add : Equity shares for no consideration arising on grant of stock options under ESOP (in lacs) Weighted average number of equity shares in calculation diluted EPS (in lacs)

Year ended March 31, 2008 1,924.01 23.83 29.92 1,977.76

Year ended March 31, 2007 1,729.59 69.00 13.48 1,812.07

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10.

Deferred Tax Liabilities (Net) (Rs. in lacs) The break up of deferred tax asset / liabilities is as under:As at March 31, 2008 As at March 31, 2007

Deferred Tax Liabilities Timing difference on account of : Differences due to accelerated amortisation of intangibles under Income Tax Act Differences in depreciation in block of fixed assets as per tax books and financial books Effect of lease accounting Others Gross Deferred Tax Liabilities (A) Deferred Tax Asset Timing difference on account of : Expenses disallowed under Income Tax Act, 1961 Provision for securitization Provision for hedging contracts Gross Deferred Tax Assets (B) 173.47 503.73 239.78 916.98 81.17 326.61 Nil 407.78 Nil 2,755.33 1,753.86 Nil 4,509.19 31.26 3,191.73 5,705.17 141.60 9,069.76

Deferred Tax Liabilities (Net) (A-B)

3,592.21

8,661.98

11.

Capital Commitments Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

As at March 31, 2008 100.00

(Rs. in lacs) As at March 31, 2007 375.56

F131

12.

Contingent Liabilities not provided for Disputed income tax/interest tax demand contested in appeals not provided for [Against the above, a sum of Rs. 318.11 lacs (March 31, 2007: Rs. 318.11 lacs) has been paid under protest] Demands in respect of Service tax [Amount of Rs.15 lacs (March 31, 2007 : Rs. 15 lacs) has been paid under protest ] Guarantees issued by the Company and outstanding In respect of portfolio management

As at March 31, 2008 3,381.70

(Rs. in lacs) As at March 31, 2007 5,754.90

284.00

230.24

1,991.58 Nil

4,101.12 356.67

13.

The Company has converted 6,900,000 warrants issued to Shriram Holdings (Madras) Private Limited into equity shares at a premium of Rs.102/- during the year. The amount of Rs. 36,000 lacs (including securities premium of Rs. 34,800 lacs) received from preferential allotment of shares was utilized for the purpose of increasing the networth and working capital of the Company. The Company has further issued 8,000,000 warrants to Shriram Holdings (Madras) Private Limited on a preferential basis with an option to convert into equity shares of Rs 300/- each (including securities premium of Rs 290/-) within 18 months from the date of issue i.e. December 14, 2007. Recovery of service tax on lease and hire purchase transactions is kept in abeyance in view of the stay granted by Honourable Madras High Court. If any liability arises it will be recovered from the concerned parties. However, on contracts that are terminated, pending decision from the Honourable Madras High Court, equivalent service tax is written off.

14.

15.

Borrowing costs aggregating to NIL (March 31, 2007: Rs. 381.05 lacs) being interest on specific term loan from a bank for Bio Mass Plant have been capitalized during the year.

F132

16.

Employee Stock Option Plan Series I October 31, 2005 October 19, 2005 October 13, 2005 Series II April 1, 2006 February 22, 2006 October 13, 2005 Series III October 9, 2006 September 6, 2006 October 13, 2005 Series IV August 17, 2007 August 17, 2007 October 13, 2005

Date of grant Date of Board Approval Date of Shareholders approval Number of options granted

2,962,500

832,500

910,000

109,000

Method of Settlement Equity (Cash/Equity) Graded Vesting Period After 1 year of 10% of options grant date granted After 2 years of 20% of options grant date granted After 3 years of 30% of options grant date granted After 4 years of 40% of options grant date granted Exercisable period Vesting Conditions

Equity

Equity

Equity

10% of options granted 20% of options granted 30% of options granted 40% of options granted

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10 years from vesting 10 years from date vesting date On achievement of pre-determined targets

The details of Series I have been summarized below: As at March 31, 2008 Number of Weighted Shares Average Exercise Price(Rs.) 2,492,750 Rs. 35.00 Nil Nil 57,800 Rs. 35.00 257,950 2,177,000 Rs. 35.00 528,260 10.09 Rs. 59.04 As at March 31, 2007 Number of Weighted Shares Average Exercise Price(Rs.) 2,962,500 Rs. 35.00 Nil Nil 157,250 Rs.35.00 312,500 2,492,750 Rs.35.00 110,450 11.09 Rs.59.04

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

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The details of Series II have been summarized below: As at March 31, 2008 Number of Weighted Shares Average Exercise Price(Rs.) 744,000 Rs.35.00 Nil Nil 18,900 Rs.35.00 171,000 554,100 Rs.35.00 38,400 10.49 Rs. 91.75 As at March 31, 2007 Number Weighted of Shares Average Exercise Price(Rs.) Nil 832,500 Rs.35.00 Nil Nil 88,500 744,000 Rs.35.00 Nil 11.49 Rs. 91.75

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series III have been summarized below: As at March 31, 2008 Number of Weighted Shares Average Exercise Price(Rs.) 885,000 Rs.35.00 Nil Nil Nil 74,000 811,000 Rs.35.00 81,100 11.01 Rs.74.85 As at March 31, 2007 Number Weighted of Shares Average Exercise Price(Rs.) Nil 910,000 Rs.35.00 Nil Nil 25,000 885,000 Rs.35.00 Nil 12.01 Rs.74.85

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series IV have been summarized below: As at March 31, 2008 Number of Weighted Shares Average Exercise Price(Rs.) Nil 109,000 Rs.35.00 Nil Nil Nil 109,000 Rs.35.00 Nil 11.88 Rs.136.40 As at March 31, 2007 Number Weighted of Shares Average Exercise Price(Rs.) -

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The weighted average share price for the period over which stock options were exercised was Rs.270.76 (March 31, 2007: Rs. 135.53)

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The details of exercise price for stock options outstanding at the end of the year are: March 31, 2008 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 2,177,000 554,100 811,000 109,000 Weighted average remaining contractual life of options (in years) 10.09 10.49 11.01 11.88 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV March 31, 2007 Series

Range of exercise prices

Number of options outstanding 2,492,750 744,000 885,000

Series I Series II Series III

Rs.35/Rs.35/Rs.35/-

Weighted average remaining contractual life of options (in years) 11.09 11.49 12.01

Weighted average exercise price

Rs.35/Rs.35/Rs.35/-

Stock Options granted Series I: The weighted average fair value of stock options granted was Rs.59.04. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 38.44 NA 1.50 3.00 5.98 2.31 Yr 2 35.00 38.44 NA 2.50 3.00 6.33 2.31 Yr 3 35.00 38.44 NA 3.50 3.00 6.54 2.31 Yr 4 35.00 38.44 NA 4.50 3.00 6.73 2.31

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Series II : The weighted average fair value of stock options granted was Rs.91.75. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 19.89 NA 1.50 3.00 6.64 2.52 Yr 2 35.00 19.89 NA 2.50 3.00 6.83 2.52 Yr 3 35.00 19.89 NA 3.50 3.00 6.93 2.52 Yr 4 35.00 19.89 NA 4.50 3.00 7.26 2.52

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

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Series III : The weighted average fair value of stock options granted was Rs.74.85. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 31.85 NA 1.50 3.00 6.96 2.52 Yr 2 35.00 31.85 NA 2.50 3.00 7.10 2.52 Yr 3 35.00 31.85 NA 3.50 3.00 7.26 2.52 Yr 4 35.00 31.85 NA 4.50 3.00 7.40 2.52

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Series IV : The weighted average fair value of stock options granted was Rs. 136.40. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs:

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Yr 1 35.00 41.51 NA 1.50 3.00 7.68 0.89

Yr 2 35.00 41.51 NA 2.50 3.00 7.76 0.89

Yr 3 35.00 41.51 NA 3.50 3.00 7.82 0.89

Yr 4 35.00 41.51 NA 4.50 3.00 7.87 0.89

The expected volatility was determined based on historical volatility data equal to the NSE volatility rate of Bank Nifty which is considered as a comparable peer group of the Company. To allow for the effects of early exercise, it was assumed that the employees will exercise the options within six months from the date of vesting in view of the exercise price being significantly lower than the market price. Effect of the employee share-based payment plans on the profit and loss account and on its financial position: (Rs. in lacs) As at March 31, 2008 653.95 2,689.69 863.05 As at March 31, 2007 987.16 2,961.28 1,733.90

Total compensation cost pertaining to employee share-based payment plan (entirely equity settled) Liability for employee stock options outstanding as at year end Deferred compensation cost

Since the enterprise used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value based method is as follows: In March 2005, ICAI has issued a guidance note on Accounting for Employees Share Based Payments applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires that the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows
F136

Profit as reported (Rs. in lacs) Add: Employee stock compensation under intrinsic value method (Rs. in lacs) Less: Employee stock compensation under fair value method (Rs. in lacs) Proforma profit (Rs. in lacs) Earnings per share Basic (Rs.) - As reported - Proforma Diluted (Rs.) - As reported - Proforma Nominal value 17. Securitisation/ Direct assignment

Year ended March 31, 2008 38,982.65 653.95 615.95 39,020.65

Year ended March 31, 2007 19,039.71 987.16 936.26 19,090.61

20.26 20.28 19.71 19.73 10.00

11.01 11.04 10.51 10.54 10.00

The Company sells loans through securitisation and direct assignment. The information on securitisation and direct assignment activity of the Company as an originator for the year March 31, 2008 and March 31, 2007 is given below: Year ended March Year ended March 31, 2008 31, 2007 Total number of loan assets securitized/directly assigned 65,020 68,204 Total book value of loan assets securitized/directly assigned (Rs. 211,822.17 285,979.49 in lacs) Sale consideration received for the securitized/directly assigned 248,140.60 311,095.04 assets (Rs. in lacs) Gain on account of securitization/direct assignment* (Rs. in lacs) 36,318.39 29,070.05 * Gain on securitisation / direct assignment deals done after February 1, 2006 is amortised over the period of the loan. The information on securitisation & direct assignment activity of the Company as an originator as on March 31, 2008 and March 31, 2007 is given in the table below : (Rs. in Lacs) As at March 31, As at March 31, 2008 2007 Outstanding credit enhancement 56,687.05 31,095.67 Outstanding liquidity facility 7,127.85 2,236.77 Outstanding subordinate contribution 5,159.40 6,199.80 18. Derivative Instruments: The Notional principal amount of derivative transactions outstanding as on March 31, 2008 for principal swaps are Rs. Nil (March 31, 2007 Rs.60,000 lacs) and for interest rate swaps Rs. 95,000 lacs (March 31, 2007 Nil). The interest rate swaps is to hedge against exposure to variable interest outflow on loans. The broad term of the instruments are to receive fixed rate of interest/variable rate equal to INBMK and to pay a variable rate equal to INBMK/MIBOR.

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19.

During the year ended March 31, 2008, the Company has reassessed the balance useful life of its Computer Software, Windmills and Leasehold improvement (Furniture & fixtures and Electrical equipments / fittings). Based on such reassessment, the estimated balance useful life has reduced from 5 years to 3 years, 6 years to 3 years and 16-21 years to 5 years respectively. Accordingly, the Company has provided additional depreciation amounting to Rs. 1,492.74 lacs in respect of these assets during the year. Supplementary Statutory Information (Rs. in lacs) Managing Directors Remuneration Year ended March 31, 2008 46.96 9.78 0.09 9.70 66.53 Year ended March 31, 2007 6.10 1.30 0.09 12.83 20.32

20. I

Salaries Perquisites Contribution to Provident fund Employee stock option scheme

Note: - As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors is not ascertainable and, therefore, not included above. The computation of profits under section 349 of the Act has not been given as no commission is payable to the Directors / Managing Director. (Rs. in lacs) II Expenditure in foreign currency (On cash basis) Year ended March 31, 2008 13.81 Nil 13.81 in foreign Year ended March 31, 2008 Interim Final 2007-08 2006-07 6 2 45,863,023 35,125,801 Year ended March 31, 2007 3.40 Nil 3.40

Travelling Others

III

Net dividend remitted exchange Period to which it relates

Year ended March 31, 2007 Interim 2006-07 3 28,617,378 Final 2005-06 2 37,313,169

Number of non-resident shareholders Number of equity shares held on which dividend was due Amount remitted (state the foreign currency) Euro American Dollar Yuan

1,154,077 -

2,234 1,683,294 -

38,388 990,400 13,652

75,501 1,118,940 -

21. i

Additional information pursuant to the provisions of paragraphs 3, 4C and 4D of Part II of schedule VI to the Act Licensed Capacity, Installed capacity, Actual production and Sales Class of Goods Units Licensed Capacity as at March 31, 2008 Windmill Biomass 44 1 NA NA 2007 NA NA Installed Capacity as at March 31, (in KW) 2008 22,430 7,500 2007 22,430 NIL
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Actual Production and Sales for the year ended March 31, (in units) 2008 30,200,617 10,275,400 2007 36,013,398 NIL

Sales Value (Rs. in lacs)

2008 966.44 323.68

2007 1130.66 NIL

ii

Consumption of raw materials - indigenous Raw material Units Quantity for the year ended March 31, 2008 Biomass Fuel Tons 25,332 2007 NIL Value for the year ended March 31, (Rs in lacs) 2008 258.06 2007 NIL

22.

The Company has initiated the process of identification of suppliers registered under the The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 by obtaining confirmations from suppliers. Based on the intimation received by the Company, none of the suppliers have confirmed to be registered under MSMED Act, 2006. Accordingly, no disclosures relating to amounts unpaid as at the year end together with interest paid /payable are required to be furnished. Final dividend (including tax on dividend) includes an amount of Rs 162.45 lacs in respect of dividend paid by the Company for the previous year on 6,942,500 equity shares allotted before the date of book closure as they rank pari-passu with the existing equity shares for dividend. The auditors report dated May 26, 2008 on the financial statements as of and for year ended March 31, 2008 included, as an Annexure, a statement on certain matters specified in the Companies (Auditors Report) Order, 2003, which was modified to indicate that there was undisputed statutory dues remaining unpaid for more than six months. Previous Year Comparatives The figures for the previous year have been regrouped and reclassified, wherever necessary to conform to current years classification.

23.

24.

25.

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Notes to Accounts for the year 2006-2007 1. SECURED LOANS a) (i) Privately placed Redeemable Non-convertible Debentures: (Rs. in lacs) As at March 31, 2007 Redeemable Non-Convertible Debentures of Rs.1,000/-each Number Amount

12,379,858 123,798.58

Secured by mortgage of office premises, charge on Plant and Machinery, Furniture and other fixed assets of the Company, charge on Companys book debts, leased assets, lease rentals including future receivables, loans, advances and other investments of the Company subject to prior charges created or to be created in favor of the Companys bankers, financial institutions and others. Debentures are redeemable over a period of 6 months to 160 months from the date of allotment depending on the terms of the agreement. (ii) Redeemable Non-Convertible Debenture of Rs.1,000,000/- each Amount (Rs. in lacs) Date of Allotment/renewal 26.09.2005 05.05.2006 23.10.2006 12.12.2006 14.12.2006 18.01.2007 TOTAL 31.03.2007 Nil 5,000.00 10,000.00 5,000.00 5,000.00 11,000.00 36,000.00 24.01.2007 04.05.2007 24.10.2007 17.12.2007 18.04.2008 18.07.2008 Redemption date

Secured by hypothecation of specific assets covered under agreements by way of an exclusive charge. (iii) Redeemable Non-Convertible Debenture of Rs.1,000/- each Date of Allotment/renewal 18.07.2006 29.08.2006 31.08.2006 26.09.2006 26.09.2006 27.09.2006 18.01.2007 TOTAL Amount (Rs. in lacs) 31.03.2007 10,000.00 1,500.00 10,000.00 1,000.00 1,000.00 500.00 0.44 24,000.44 18.07.2007 29.11.2007 29.08.2007 24.12.2007 25.09.2007 26.09.2007 30.05.2007

Redemption date

Secured by hypothecation of specific assets covered under agreements by way of an exclusive charge.

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b) Term Loans : (Rs. in lacs) As at March 31, 2007 i. From Financial Institutions / Corporate : (a) Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to lease and hire purchase agreements and hypothecation loans Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the wind farm 75,471.30

(b) (c) ii.

2,053.72 1,126.38

From Foreign Institution: Secured by an exclusive charge by way of Hypothecation of specific Hire Purchase agreements and all amounts owing to and received by the Company pursuant to the above Hire Purchase Agreements Total

3,621.33 82,272.73

iii.

From Banks : (a) (b) Secured by hypothecation of vehicle Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed / current assets relating to lease, hypothecation loans and hire-purchase agreements / loan agreements Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the windfarm 13.47 256,001.64

(c)

1,431.99

Secured by an exclusive charge by way of hypothecation of specific immovable/ movable assets pertaining to the bio mass plant. Total

2,378.38 259,825.48

c) Cash Credit from Banks (Rs. in lacs) As at March 31, 2007 Cash Credit from Banks 104,118.36

Secured by hypothecation of specific assets covered under Hire-Purchase/Lease/Loan Agreements, Book debts, equitable mortgage of title deeds of the immovable property.

d) HP Refinance Loan (Rs. in lacs) As at March 31, 2007 HP refinance loan (From institutions / corporates) Secured by hypothecation of vehicles by hirers guaranteed by associate former Director of the Company. concerns and also by a Nil

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2.

Subordinated Debt The Company has raised Tier II capital by issue of subordinated debt bonds amounting to Rs. 29,924.71 lacs with coupon rate of 8 % to 11.50% per annum which are redeemable over a period of 61 months to 80 months.

3.

The Company operates in a single business and geographical segment; hence no disclosure is given as per requirements of AS 17 on Segment Reporting issued by ICAI.

4. Related Party Disclosure Subsidiaries Associates : : Shriram Powergen Limited Shriram Asset Management Limited Ashley Transport Services Limited

Enterprises having significant influence over the Company

Shriram Holdings (Madras) Private Limited Shriram Financial Services Holding Private Limited Newbridge India Investments II Limited R Sridhar, Managing Director

Key Managerial Personnel

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(Rs. In Lacs)
Enterprises having significant influence over the Company 2007 Payments/Expenses Employee benefits for key management personnel Royalty Data sourcing fees Service charges Equity dividend Preference dividend Interest on subordinate debt Redemption of preference share capital Investments in shares Rent Paid Rental Deposit Receipts/Income Sale of assets Subscription of equity shares Subscription to optionally convertible warrants Rent & electricity Balance outstanding at the year end Share capital Share warrants Investments in shares Outstanding expenses Proposed dividend Rent Deposit given Interest payable on subordinate debt 356.35 44.61 266.28 2,263.15 45.80 49.00 9,282.00 7,847.15 772.80 147.04 1,569.43 49.00 4.99 4.99 F143

Subsidiaries

Associates

Key Management Personnel (Managing Director, Whole time director, manager and other managerial personnel) 2007

Total

2007

2007

2007

46.50 180.00 5.40 420.00 131.28

20.32 2.37 1.75 8.12 1.62 -

20.32 356.35 44.61 266.28 2,265.52 46.50 184.99 45.80 49.00 9,283.75 5.40 7,855.27 772.80 424.99 147.04 1,571.05 49.00 131.28

5.

Leases In case of assets given on operating lease The Company has given land and building on operating lease for period ranging 11 months to 60 months.

In case of assets given on Financial lease including hire purchase The Company has leased out vehicles on finance lease. The lease term is for 3 to 5 years after which the legal title is passed to the lessee. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. (Rs. in lacs) Finance Lease 2007 22,654.39 5,088.49 Nil 17,565.90 15,373.89 7,280.50 Nil

Total gross investment in the lease Less : Unearned finance income Less: Unguarantee residual value Present value of minimum lease payments Gross investment in the lease for the period : Not later than one year [Present value of minimum lease payments receivable Rs. 11,693.34 lacs as on March 31, 2007)] Later than one year but not later than five years [Present value of minimum lease payments Rs. 5,872.56 lacs as on March 31, 2007] Later than five years [Present value of minimum lease payments Rs. Nil as on March 31, 2007]

In case of assets taken on lease The Company has taken various office premises under operating lease. The lease payments recognized in the profit & loss account are Rs. 987.91 lacs. Certain agreements provide for cancellation by either party and certain agreements contains clause for escalation and renewal of agreements. There are no sub leases. The future minimum lease payments in respect of non-cancellable operating lease as at the balance sheet date are summarized below : (Rs. in lacs) For the year ended March 31, 2007 Minimum Lease Payments: Not later than one year Later than one year but not later than five years Later than five years

173.99 167.75 Nil

6. In accordance with the Reserve Bank of India circular no. RBI/2006-07/ 225 DNBS (PD) C.C No. 87/03.02.004/2006-07 dated Januray 4, 2007, the Company has, during the year, created a floating charge on the statutory liquid assets comprising of investment in Government Securities to the extent of Rs.592.29 lacs in favour of trustees representing the public deposit holders of the Company.

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7.

Cash & Cash Equivalents (Rs. in Lacs) For the year ended March 31, 2007 181,064.16 37,042.50 144,021.66

Particulars Cash & Bank balance Less : Fixed deposits having original maturity greater than 3 months Balance considered as cash & cash equivalents for cash flow statement

8.

Earnings per share For the year ended March 31, 2007 19,039.71 Nil 19,039.71 1,729.59 1,812.07 11.01 10.51

Particulars Net Profit after tax as per profit and loss account (Rs. in lacs) Less: Preference dividend and tax thereon (Rs. in lacs) Net Profit for calculation of EPS (Rs. in lacs) (A) Weighted average number of equity shares for calculating Basic EPS (in lacs) (B) Weighted average number of equity shares for calculating Diluted EPS (in lacs) (C) Basic earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (B) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (C)

Particulars Weighted average number of equity shares for calculating EPS (in lacs) Add : Equity shares arising on conversion of optionally convertible warrants (in lacs) Add : Equity shares for no consideration arising on grant of stock options under ESOP (in lacs) Weighted average number of equity shares in calculation diluted EPS (in lacs)

For the year ended March 31, 2007 1,729.59 69.00 13.48 1,812.07

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(Rs. in lacs) 9. Deferred Tax Liabilities (Net) The break up of deferred tax asset / liability is as under:Deferred Tax Liabilities Timing difference on account of : Differences due to accelerated amortisation of intangibles under Income Tax Act Differences in depreciation in block of fixed assets as per tax books and financial books Effect of lease accounting Others Gross Deferred Tax Liabilities (A) Deferred Tax Asset Timing difference on account of : Expenses disallowed under Income Tax Act, 1961 Provision for securitization Gross Deferred Tax Assets (B) 81.17 326.61 407.78 31.26 As at March 31, 2007

3,191.73 5,705.17 141.60 9,069.76

Deferred Tax Liabilities (Net) (A-B)

8,661.98

10.

Capital Commitments Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

(Rs. in lacs) As at March 31, 2007 375.56

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11.

Contingent Liabilities not provided for Disputed income tax/interest tax demand contested in appeals not provided for [Against the above, a sum of Rs. 318.11 lacs has been paid under protest which appears under advances recoverable in cash or in kind.] Demands in respect of Service tax [Amount of Rs.15 lacs has been paid under]

(Rs. in lacs) As at March 31, 2007 5,754.90

230.24 Guarantees issued by the Company to banks & others Out of which amount outstanding In respect of portfolio management 14,557.54 4,101.12 356.67

12.

The Company has converted 5,715,000 warrants issued to UNO Investments into equity share at a premium of Rs.25/- and 9,100,000 warrant issued to Shriram Holding (Madras) Private Limited at a premium of Rs.102/- during the year. The amount of Rs. 10,973.03 lacs (including securities premium of Rs. 9,491.53 lacs) received from preferential allotment of shares was utilized for the purpose of increasing the networth and working capital of the Company. In view of the circular number 9/2002 dated April 18, 2002 issued by the Department of Company Affairs, no debenture redemption reserve is required to be created in case of privately placed debentures, accordingly, the debenture redemption reserve of Rs.100 lacs created during the year 2000-2001 is transferred to the General Reserve. Recovery of service tax on lease and hire purchase transactions is kept in abeyance in view of the stay granted by Honourable Madras High Court. If any liability arises it will be recovered from the concerned parties. However, on contracts that are terminated, pending decision from the Madras High Court, equivalent service tax is written off. Borrowing costs aggregating to Rs. 381.05 lacs being interest on specific term loan from a bank for Bio Mass Plant under construction have been capitalized during the year and are included in Capital Work in Progress

13.

14.

15.

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16.

Employee Stock Option Plan Series I October 31, 2005 October 19, 2005 October 13, 2005 2,962,500 Equity 10% of options granted 20% of options granted 30% of options granted 40% of options granted Series II April 1, 2006 February 22, 2006 October 13, 2005 832,500 Equity 10% of options granted 20% of options granted 30% of options granted 40% of options granted Series III October 9, 2006 September 6, 2006 October 13, 2005 910,000 Equity 10% of options granted 20% of options granted 30% of options granted 40% of options granted

Date of grant Date of Board Approval Date of Shareholders approval Number of options granted Method of Settlement (Cash/Equity) Graded Vesting Period After 1 year of grant date After 2 years of grant date After 3 years of grant date After 4 years of grant date

Exercisable period Vesting Conditions

10 years from vesting 10 years from vesting date date On achievement of pre-determined targets

10 years from vesting date

The details of Series I have been summarized below: March 31, 2007 Number of Shares Weighted Average Exercise Price(Rs.) 2,962,500 Rs. 35.00 Nil Nil 157,250 Rs.35.00 312,500 2,492,750 Rs.35.00 110,450 11.09 yrs Rs.59.04

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series II have been summarized below:

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series III have been summarized below:

March 31, 2007 Number of Shares Weighted Average Exercise Price(Rs.) Nil 832,500 Rs.35.00 Nil Nil 88,500 744,000 Rs.35.00 Nil 11.49 yrs Rs. 91.75

Outstanding at the beginning of the year

March 31, 2007 Number of Shares Weighted Average Exercise Price(Rs.) Nil

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Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

910,000 Nil Nil 25,000 885,000 Nil

Rs.35.00 Rs.35.00 12.01 yrs Rs.74.85

The weighted average share price for the period over which stock options were exercised was Rs.135.53. The details of exercise price for stock options outstanding at the end of the year are: March 31, 2007 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Number of options outstanding 2,492,750 744,000 885,000 Weighted average remaining contractual life of options (in years) 11.09 years 11.49 years 12.01 years Weighted average exercise price Rs.35/Rs.35/Rs.35/-

Series I Series II Series III

Stock Options granted Series I: The weighted average fair value of stock options granted was Rs.59.04. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 38.44% NA 1.50 3.00 5.98% 2.31% Yr 2 35.00 38.44% NA 2.50 3.00 6.33% 2.31% Yr 3 35.00 38.44% NA 3.50 3.00 6.54% 2.31% Yr 4 35.00 38.44% NA 4.50 3.00 6.73% 2.31%

Exercise Price (Rs.) Expected Volatility Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate Expected dividend rate Series II :

The weighted average fair value of stock options granted was Rs.91.75. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Yr 2 Yr 3 Yr 4 Exercise Price (Rs.) 35.00 35.00 35.00 35.00 Expected Volatility 19.89% 19.89% 19.89% 19.89% Historical Volatility NA NA NA NA Life of the options granted (Vesting and exercise 1.50 2.50 3.50 4.50 period) in years Expected dividends per annum (Rs.) 3.00 3.00 3.00 3.00 Average risk-free interest rate 6.64% 6.83% 6.93% 7.26% Expected dividend rate 2.52% 2.52% 2.52% 2.52% Series III : The weighted average fair value of stock options granted was Rs.74.85. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 Yr 2 35.00 Yr 3 35.00 Yr 4 35.00

Exercise Price (Rs.)

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Expected Volatility Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate Expected dividend rate

31.85% NA 1.50 3.00 6.96% 2.52%

31.85% NA 2.50 3.00 7.10% 2.52%

31.85% NA 3.50 3.00 7.26% 2.52%

31.85% NA 4.50 3.00 7.40% 2.52%

The expected volatility was determined based on historical volatility data equal to the NSE volatility rate of Bank Nifty which is considered as a comparable peer group of the Company. To allow for the effects of early exercise, it was assumed that the employees will exercise the options within six months from the date of vesting in view of the exercise price being significantly lower than the market price. Effect of the employee share-based payment plans on the profit and loss account and on its financial position: (Rs. in lacs) 2007 Total compensation cost pertaining to employee share-based payment plan (entirely equity settled) Liability for employee stock options outstanding as at year end Deferred compensation cost 987.16 2,961.28 1,733.90

Since the enterprise used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value based method is as follows : In March 2005, ICAI has issued a guidance note on Accounting for Employees Share Based Payments applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires that the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows: (Rs. in lacs) For the year ended March 31, 2007 Profit as reported (net off preference dividend and tax thereon) 19,039.71 Add: Employee stock compensation under intrinsic value method 987.16 Less: Employee stock compensation under fair value method 936.26 Proforma profit (net off preference dividend and tax thereon) 19,090.61 Earnings per share Basic - As reported 11.01 - Pro forma 11.04 Diluted - As reported 10.51 - Pro forma 10.54 Nominal value 10.00

17.

Securitisation/ Direct assignment

The Company sells loans through securitisation and direct assignment. The information on securitisation & direct assignment activity of the Company as an originator for the year March 31, 2007 is given below: For the year ended March 31, 2007 68,204 285,979.49 311,095.04 29,070.05

Total number of loan assets securitized/directly assigned Total book value of loan assets securitized/directly assigned (Rs. in lacs) Sale consideration received for the securitized/directly assigned assets (Rs. in lacs) Gain on account of securitization/direct assignment* (Rs. in lacs)

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The information on securitisation & direct assignment activity of the Company as an originator as on March 31, 2007 and March 31, 2006 is given in the table below : As at March 31, 2007 31,095.67 2,236.77 6,199.80

Outstanding credit enhancement Outstanding liquidity facility Outstanding subordinate contribution

* Gain on securtisation deals done after February 1, 2006 is amortised over the period of the loan 18. Derivative Instruments : The Notional principal amount of derivative transactions outstanding as on March 31, 2007 for principal swaps are Rs. 60,000 lacs.

19.

Accounting for assignment of loan portfolio Till March 31, 2006, the Company assigned various loan portfolios (on recourse basis) to banks. The Company, while accounting for such assignment, had transferred out from the books of account all individual loan accounts assigned and had also accounted for profit / loss on assignment in the year the portfolio was assigned. However, during the current year, the Company has reinstated all loan balances in the books of account and has also accounted for the amounts payable to the banks as Secured Loans including for loans assigned during the prior years. The Company has also reversed the proportionate profit so accounted at the time of loan assignment. This has resulted in an increase in hypothecation loans by Rs. 5,855.72 lacs, increase in Secured loans by Rs. 6,233.49 lacs, reversal of proportionate profit by Rs. 1,131.29 lacs, accounting for interest income on such loan portfolio by Rs. 1,872.11 lacs and accounting for interest expense on secured loans by Rs. 1,030.62 lacs. As all amounts payable to the banks have been accounted in the books of account, there is no contingent liability on account of loan portfolio assigned to the banks as at March 31, 2007.

20.

Supplementary Statutory Information (Rs. in lacs)

20.1

Managing Directors Remuneration Salaries Perquisites Contribution to Provident fund Employee stock option scheme 2007 6.10 1.30 0.09 12.83 20.32

Note: - As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors is not ascertainable and, therefore, not included above. The computation of profits under section 349 of the Act has not been given as no commission is payable to the Directors / Managing Director * Includes remuneration paid to Managing Directors of merged Companies.

(Rs. in lacs)
20.2 Expenditure in foreign currency (On cash basis) Travelling 2007 3.40

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Others

Nil 3.40

20.3

Net dividend remitted in foreign exchange Period to which it relates Number of non-resident shareholders Number of equity shares held on which dividend was due Amount remitted (state the foreign currency) Euro American Dollar Yuan 1.4.2006 to 31.3.2007 3 65,930,547 113,889 2,109,340 13,652

21.

The Company is engaged in generating power out of windmills. The details are as under: Licensed Capacity Installed Capacity (kwh) Units Generated(net of Captive consumption) Units Sold Sale Value (Rs. in lacs) For the year ended March 31, 2007 Not Applicable 22,430 36,013,398 36,013,398 1,130.66

22. 23. 24.

Additional information with regard to other matters specified in paragraph 4A & 4D of Part II of Schedule VI of the Act are not applicable Based on the information and records available with the Company, there are no amount outstanding as payable for more than 30 days to any small scale industrial undertakings. During the year the Company incorporated a 100% subsidiary by name Shriram Powergen Limited to exclusively deal with the windmill and the bio-mass projects of the company. The certificate of incorporation of the subsidiary was obtained on 08.02.2007 and the certificate of commencement of business has been applied for.Consequently, its accounts were not prepared and audited as at 31.03.2007. Hence, the consolidated accounts were not presented. Previous Year Comparatives

25.

Previous years figures have been regrouped and reclassified, wherever necessary to conform to current years classification. As per our report of even date For S.R.BATLIBOI & Co. Firm Registration No.301003E Chartered Accountants For G. D. Apte & Co. Firm Registration No.100515W Chartered Accountants For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited

per Shrawan Jalan Partner Membership No. 102102 Mumbai

U. S. Abhyankar Partner Membership No.113053

R Sridhar Managing Director

S. Venkatakrishnan Director

K. Prakash Vice President (Corporate Affairs) & Company Secretary

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Schedules annexed to and forming part of the accounts As required in terms of Paragraph 13 of Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (Rs. In Lacs)

Particulars Liabilities side : Loans and advances availed by the NBFCs inclusive of interest accrued thereon but not paid: (a) Debenture : Secured Unsecured (other than falling within the meaning of public deposits*) (b) Deferred Credits (c) Term Loans (d) Inter-corporate loans and borrowing (e) Commercial Paper (f) Public Deposits* (g) Other Loans - Subordinate Debts - Cash Credit - Corporate Loan *Please see Note 1 below Particulars 2 Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid): (a) In the form of Unsecured debentures (b) In the form of partly secured debentures i.e. debentures where there is a shortfall in the value of security (c) Other public deposits *Please see Note 1 below # Represent amounts unclaimed

As on 31.03.2011

As on 31.03.2010

As on 31.03.2009

As on 31.03.2008

As on 31.03.2007

Amount outstanding 521,274.84 1,026,081.21 1.73 116,270.30 376,652.25 48,370.30 7,000.00

Amount Overdue 7134.64# 312.18# 1,518.20# -

Amount outstanding 532,889.57 2,604.10 1,019,523.94 16.75 2,500.00 11,782.22 241,998.07 92,056.13 35,000.00

Amount Overdue 6,391.77# 81.64# 150.06# -

Amount outstanding 536,055.62 2,631.34 939,062.12 4,811.04 48,250.00 613.10 177,778.76 316,623.70 71,000.00

Amount Overdue 6,073.49# 85.95# 817.05# -

Amount outstanding 353,719.95 4,053.71 777,522.88 124.11 21,695.00 472.36 112,526.59 225,646.66 46,000.00

Amount Overdue 7,305.65# 68.95 # -

Amount outstanding 213,834.11 13,184.44 421,006.01 30.00 34,000.00 1,315.55 73,948.59 104,118.36 47,166.10

Amount Overdue 2,835.23# 81.13# -

As on 31.03.2011 Amount outstanding 116,270.30 Amount Overdue 312.18#

As on 31.03.2010 Amount outstanding 11,782.22 Amount Overdue 81.64#

As on 31.03.2009 Amount outstanding 613.10 Amount Overdue 85.95#

As on 31.03.2008 Amount outstanding 472.36 Amount Overdue 68.95 #

As on 31.03.2007 Amount outstanding 1,315.55 Amount Overdue 81.13#

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Assets side : Amount outstanding 3 Break-up of Loans and Advances including bills receivables (other than those included in (4) below ): Amount outstanding Amount outstanding Amount outstanding Amount outstanding

(a) Secured (b) Unsecured Particulars 4 Break up of Leased Assets and stock on hire counting towards AFC activities (i) Lease assets including lease rentals under sundry debtors : (a) Financial lease (b) Operating lease (ii) Stock on Hire including hire charges under sundry debtors : (a) Assets on hire (b) Repossessed Assets (iii) Other loans counting towards AFC Activities : (a) Loans where assets have been repossessed (b) Loans other than (a) above 5 Break-up of Investments : Current Investments : 1. Quoted : (i) Shares : (a) Equity (b) Preference (ii) Debenture and Bonds (iii) Units of mutual funds (iv) Government Securities (v) Others - Treasury Bills

990.07 As on 31.03.2011 Amount outstanding

1,224.47 As on 31.03.2010 Amount outstanding

1,336.80 As on 31.03.2009 Amount outstanding

2,178.12 As on 31.03.2008 Amount outstanding

4,343.55 As on 31.03.2007 Amount outstanding

6,986.61 -

22,040.19 -

1,985,046.51 Amount outstanding

1,794,773.31 Amount outstanding

1,793,491.03 Amount outstanding

1,502,053.57 Amount outstanding

5,665.49 56.23 793,068.46 Amount outstanding

0.49

240.00 -

240.00 -

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Particulars 2. Unquoted : (i) Shares: (a) Equity (b) Preference (ii) Debentures and Bonds (iii) Units of mutual funds (iv) Government Securities (v) Others - Investment in Certificate of Deposits Long Term investments : 1. Quoted : (i) Shares : (a) Equity (b) Preference (ii) Debentures and Bonds (iii) Units of mutual funds (iv) Government Securities (v) Others (Please specify) 2. Unquoted : (i) Shares: (a) Equity (b) Preference (ii) Debentures and Bonds (iii) Units of mutual funds (iv) Government Securities (v) Others - National Saving Certificate - Investment in SOT and Bharat Securatisation Trust -PTC - Venture Capital Fund - Investment in PTC - Investment in Subordinated Debts

As on 31.03.2011

As on 31.03.2010

As on 31.03.2009

As on 31.03.2008

As on 31.03.2007

317,995.57

177,146.92

62,413.82

136,932.08

4.99 20,614.74 -

240.00 16,702.17 -

3,497.70 -

283.00 -

240.00 427.44 -

240.71 529.29 -

2,207.50 15,000.00 500.00 7,424.18 5,000.00

422.50 10.00 4,284.55 -

207.50 10.00 2,322.01 -

162.50 750.00 -

254.36 0.07 750.00 -

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Borrower group-wise classification of assets, financed as in (3) and (4) above : Please see Note 2 below Category

As on 31.03.2011 Amount (Net of Provisions) Secured Unsecured 1,902,879.63 37,742.41

As on 31.03.2010 Amount (Net of Provisions) Secured 1,736,336.24 Unsecured 21,400.80

As on 31.03.2009 Amount (Net of Provisions) Secured 1,768,865.91 Unsecured 2,406.89

As on 31.03.2008 Amount (Net of Provisions) Secured 1,499,077.24 Unsecured 1,946.23

As on 31.03.2007 Amount (Net of Provisions) Secured 818,421.50 Unsecured -

1. Related Parties ** (a) Subsidiaries (b) Companies in the same group (c) Other related parties 2. Other than related parties 7 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted): Please see note 3 below

As on 31.03.2011 Market Value / Break up or fair value or NAV* 15,722.45 729.60 346,904.15

As on 31.03.2010 Market Value / Break up or fair value or NAV* 213.26 597.60 184,915.88

As on 31.03.2009 Market Value / Break up or fair value or NAV* 270.00 65,051.52

As on 31.03.2008 Market Value / Break up or fair value or NAV* 504.00 138,151.39

As on 31.03.2007 Market Value / Break up or fair value or NAV* 360.00 21,192.24

Category

Book Value (Net of Provisions)

Book Value (Net of Provisions)

Book Value (Net of Provisions)

Book Value (Net of Provisions)

Book Value (Net of Provisions)

1. Related Parties ** (a) Subsidiaries (b) Companies in the same group ( c) Other related parties 2. Other than related parties

17,000.00 240.00 347,662.40

215.00 240.00 184,899.29

240.00 65,009.31

240.00 138,126.13

4.99 420.00 21,931.86

* Disclosure is made in respect of available information ** As per Accounting Standard of ICAI (Please see Note 3) 8 i Other information Particulars Gross Non-Performing Assets (a) Related parties (b) Other than related parties Net Non-Performing Assets (a) Related parties (b) Other than related parties Assets acquired in satisfaction of debt As on 31.03.2011 Amount 52,857.78 7,445.92 As on 31.03.2010 Amount 50,749.50 12,488.76 As on 31.03.2009 Amount 38,315.11 14,746.53 As on 31.03.2008 Amount 23,670.76 13,553.78 As on 31.03.2007 Amount 17,404.19 11,015.70 -

ii

iii

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Notes : 1. As defined in Paragraph 2(1)(xii) of the Non- Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. 2. Provisioning norms shall be applicable as prescribed in the Non- Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. 3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for calculation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in (5) above.

Upto the year ended March 31, 2007 1. As defined in Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. 2. Provisioning norms shall be applicable as prescribed in the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. 3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for calculation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in (5) above.

F157

S.R.BATLIBOI & Co. Chartered Accountants 6th Floor, Express Tower Nariman Point Mumbai 400 021

G. D. Apte & Co. Chartered Accountants Dream Presidency 1202 / 17E Shivajinagar Off Apte Road Pune - 411 004

Auditors' report To The Board of Directors Shriram Transport Finance Company Limited 3rd Floor, West Wing Wockhardt Tower Bandra Kurla Complex Bandra East Mumbai 400051 Dear Sirs, 1. We S.R.Batliboi & Co. (SRB) and G.D.Apte & Co. (GDA) have jointly examined the attached Reformatted Consolidated financial information comprising of Consoldiated Balance Sheet, Consolidated Profit and Loss Accounts, Consolidated Cash Flows and Consolidated notes therein of Shriram Transport Finance Company Limited (Company), its subsidiaries and associate (Collectively referred to as Group) as at and for the years ended March 31, 2011and 2010 approved by Debt Issuance Committee which is authorized by the Board of Directors and prepared by the Company in accordance with the requirements of: a. b. paragraph B(1) of Part II of Schedule II to the Companies Act, 1956 ('the Act') and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 ('the Regulations') issued by the Securities and Exchange Board of India ('SEBI'), as amended from time to time in pursuance of Section 11 of the Securities and Exchange Board of India Act, 1992 (the SEBI Act).

SRB and GDA are collectively referred to as the "Joint Auditors" and the references to the Joint Auditors as "we", "us" or "our", in this letter, shall be construed accordingly. 2. We have examined such Reformatted Consolidated financial information taking into consideration: a. the terms of reference dated April 20, 2011 received from the Company and statement of joint responsibilities of auditors dated April 20, 2011, requesting us to carry out the assignment, in connection with the Offer Document (OD) being issued by the Company for its proposed public offer of non-convertible debentures (NCDs), having a face value and issue price of Rs. 1,000 each (referred to as the 'Offering') and The Guidance Note on Reports in Company Prospectuses (Revised) issued by the Institute of Chartered Accountants of India.

b.

Reformatted Consolidated financial information as per audited Consolidated financial statements: 3. The Reformatted Consolidated financial information of the Group has been extracted by the management from the Consolidated balance sheet of the Group as at March 31, 2011 and 2010, and the related Consolidated profit and loss account and Consolidated cash flow statement for the year ended March 31, 2011 and 2010, (Collectively referred to as the Audited Consolidated Financial Statements) jointly audited by us. As indicated in paragraph 3 of Auditors` report on Consolidated Financial Statement of the Company, we did not audit the financial statements of the associate company, Shriram Asset Management Company Limited whose financial statements reflect net loss after tax of Rs.2.39 lacs for the year ended March 31, 2011 and Rs.18.59 lacs for the year ended March 31, 2010. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is

A4

Auditors Report Shriram Transport Finance Company Limited

Page 5 of 3

based solely on the report of other auditors. As indicated in paragraph 4 of Auditors` report on Consolidated Financial Statement of the Company, we did not jointly audit the financial statements of Subsidiaries, whose financial statements reflect total assets of Rs. 80,057.18 lacs as at March 31, 2011, the total revenue of Rs. 8,232.80 lacs and net cash inflows amounting to Rs. 13,689.82 lacs for the year then ended. The financial statements of the subsidiaries, Shriram Equipment Finance Company Limited and Shriram Automall India Limited have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditors. We did not jointly audit the financial statements of a Subsidiary, whose financial statements reflect total assets of Rs. 5.01 lacs as at March 31, 2010, the total revenue of Rs. nil and net cash inflows amounting to Rs.4.97 lacs for the year then ended. The financial statements of subsidiary, Shriram Automall India Limited have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditors. 4. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the SEBI Regulations, terms of our engagement agreed with you and statement of joint responsibilities of auditors, we further report that: a) The Reformatted Consolidated Summary Statement of Assets and Liabilities and the schedules forming part thereof, Reformatted Consolidated Summary Statement of Profit and Loss and the schedules forming part thereof and the Reformatted Consolidated Summary Statement of Cash Flow (Reformatted Consolidated Summary Statements) of the Group, as at March 31, 2011 and 2010 jointly examined by us, have been set out in Annexure I to V to this report. These Reformatted Consolidated Summary Statements are after regrouping as in our opinion are appropriate and more fully described in Significant Accounting Policies and Notes (Refer Annexure XIII) Based on the above we state that: the Reformatted Consolidated Summary Statements have to be read in conjunction with the notes given in Annexure XIII; the figures of earlier periods have been regrouped (but not restated retrospectively for change in accounting policy), wherever necessary, to confirm to the classification adopted for the Reformatted Consolidated Summary Statement as at/for the year ended March 31, 2011; there are no extraordinary items which need to be disclosed separately in the reformatted consolidated summary statements; and there are no qualifications in the auditors reports, which require any adjustments to the reformatted consolidated summary statements. 5. We have not jointly or singly audited any consolidated financial statements of the Group as of any date or for any period subsequent to March 31, 2011. Accordingly, we express no opinion on the financial position, results of operations or cash flows of the Group as of any date or for any period subsequent to March 31, 2011.

b)

Other consolidated Financial Information: 6. At the Companys request, we have also examined the following consolidated financial information proposed to be included in the OD prepared by the management and approved by Debt Issuance Committee which is authorized by the Board of Directors of the Company and annexed to this report relating to the Group for the year ended March 31, 2011 and 2010: i. Statement of contingent liabilities, enclosed as Annexure VI ii. Statement of dividend paid/proposed, enclosed as Annexure VII iii. Statement of accounting ratios relating to earnings per share, net asset value, return on networth, enclosed as Annexure VIII iv. Statement of Secured and Unsecured Loans including terms and conditions, enclosed as Annexure IX &X v. Capitalization Statement as at March 31, 2011, enclosed as Annexure XI vi. Statement of tax shelters, enclosed as Annexure XII

A5

Auditors Report Shriram Transport Finance Company Limited

Page 6 of 3

7.

In our opinion, the Reformatted consolidated financial information as disclosed in the annexures to this report, read with the respective significant accounting policies and notes disclosed in Annexure XIII, as considered appropriate and disclosed, has been prepared in accordance with Paragraph B(1) of Part II of Schedule II of the Act and the Regulations. This report should not be in any way construed as a reissuance or redating of any of the previous audit reports issued by us or by other firm of Chartered Accountants, nor should this report be construed as a new opinion on any of the Reformatted consolidated financial statements referred to herein. We have no responsibility to update our report for events and circumstances occurring after the date of the report for the financial position, results of operations or cash flows of the Group as of any date or for any period subsequent to March 31, 2011. This report is intended solely for your information and for inclusion in the OD in connection with the Offering of the Company, and is not to be used, referred to or distributed for any other purpose without our prior written consent.

8.

9.

10.

For S.R.BATLIBOI & Co. Firm registration number: 301003E Chartered Accountants

For G.D.Apte & Co. Firm registration number: 100515W Chartered Accountants

per Shrawan Jalan Partner Membership No.: 102102 Mumbai, June 02, 2011

U. S. Abhyankar Partner Membership No.: 113053 Mumbai, June 02, 2011

A6

Annexure I Shriram Transport Finance Company Limited Reformatted Consolidated Summary of Assets and Liabilities (Rs. in Lacs) As at March 31, 2011 As at March 31, 2010

Particulars

Schedule

Assets A B C D E F Fixed and Intangible Assets (Net) (including CWIP) Investments Deferred Tax Asset (Net) Current Assets, Loans & Advances Other loans and advances Total (A+B+C+D+E) Liabilities G H I J Secured Loans Unsecured Loans Current Liabilities Provisions 5 6 7 8 1,516,937.59 501,233.71 576,443.72 125,408.19 1,517,248.07 328,742.89 382,457.42 84,582.30 3 4 1 2 4,557.63 348,244.22 15,416.68 2,432,792.72 404,653.52 3,205,664.77 4,649.06 185,561.94 7,472.94 2,256,898.80 239,151.30 2,693,734.04

Total (G+H+I+J)

2,720,023.21

2,313,030.68

Net Worth (F-K) Represented By Share Capital Share application money pending allotment Stock Option Outstanding Reserves and Surplus Less : Miscellaneous Expenditure (to the extent not written off or adjusted) Total (i+ii+iii+iv-v)

485,641.56

380,703.36

(i) (ii) (iii) (iv) (v)

10 11

22,618.47 354.55 466,363.03 3,694.49 485,641.56

22,554.18 5.22 757.02 361,095.63 3,708.69 380,703.36

F158

The accompanying statement of Significant Accounting Policies and Notes to Accounts on Summary Financial Statements are integral part of this statement. As per our report of even date For S.R.BATLIBOI & Co. Firm Registration No. 301003E Chartered Accountants For G. D. Apte & Co. Firm Registration No.100515W Chartered Accountants For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited

per Shrawan Jalan Partner Membership No. 102102

U. S. Abhyankar Partner Membership No. 113053

R Sridhar Managing Director

S. Venkatakrishnan Director

Mumbai

K. Prakash Vice President (Corporate Affairs) & Company Secretary

F159

Annexure II Shriram Transport Finance Company Limited Reformatted Consolidated Summary of Profit and Loss Account (Rs. in Lacs) For the year ended March 31, 2011 For the year ended March 31, 2010

Particulars

Schedule

A i ii

Income Income from Operations Other Income Total Income 12 13 531,233.91 19,964.26 551,198.17 439,905.59 9,688.19 449,593.78

B i ii iii iv v vi vii viii ix x

Expenditure Interest & other charges Adjustment due to decrease/(increase) in inventory of vehicles Raw material consumed Purchase of vehicles Refurbishment expenses Personnel expenses Operating & other expenses Depreciation and amortisation Share & Debenture issue expenses written off Provisions & write offs (net) 14 15 16 227,432.16 (1,293.61) 6,924.22 271.54 37,106.86 39,038.74 1,129.04 1,199.37 55,635.75 224,681.22 22,508.15 27,258.49 1,495.84 505.63 40,687.71

17 18 19 20

Total Expenditure C. D. Net Profit Before Taxation (A-B) Provision for taxation Current tax Deferred tax Total Tax E. Net Profit after Taxation (C-D) Share of Losses of Associate Profit after taxes and Share of (Loss) of Associate
F160

367,444.07 183,754.10

317,137.04 132,456.74

69,985.67 (7,943.74) 62,041.93 121,712.17 (0.95) 121,711.22

49,980.20 (4,833.46) 45,146.74 87,310.00 (7.44) 87,302.56

Annexure II Shriram Transport Finance Company Limited Reformatted Consolidated Summary of Profit and Loss Account (Rs. in Lacs) For the year ended March 31, 2011 93,175.18 214,886.40 For the year ended March 31, 2010 58,309.25 145,611.81

Particulars

Schedule

Balance in Profit & Loss Account brought forward G H Balance Available for Appropriations Appropriations Interim dividend Final dividend Proposed Final dividend Tax on dividend Tax on proposed dividend Transfer to debenture redemption reserve Transfer to statutory reserve Transfer to general reserve Total Appropriations I Balance carried to Balance Sheet (G-H)

5,638.46 9,046.43 936.45 1,502.50 21,381.60 24,623.15 12,300.00 75,428.59 139,457.81

4,254.76 325.18 9,020.71 778.36 1,498.25 10,442.08 17,500.00 8,800.00 52,619.34 92,992.47

The accompanying statement of Significant Accounting Policies and Notes to Accounts on Summary Financial Statements are integral part of this statement. As per our report of even date For S.R.BATLIBOI & Co. Firm Registration No. 301003E Chartered Accountants For G. D. Apte & Co. Firm Registration No.100515W Chartered Accountants For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited

per Shrawan Jalan Partner Membership No. 102102

U. S. Abhyankar Partner Membership No. 113053

R Sridhar Managing Director

S. Venkatakrishnan Director

Mumbai
F161

K. Prakash Vice President (Corporate Affairs) & Company Secretary

Annexure III SHRIRAM TRANSPORT FINANCE COMPANY LIMITED Reformatted Consolidated Cash Flow Statement (Rs in Lacs) Particulars For the year ended March 31, 2011 For the year ended March 31, 2010

A. Cash flow from operating activities Profit before tax Depreciation and amortisation Issue expenses for equity shares Public issue expenses for non convertible debentures (Profit) / loss on sale of fixed assets (net) (Profit) / loss on sale of current and long term investments (net) Interest income on current and long term investments and interest income on fixed deposits Dividend income Employees Stock option compensation cost Provision for credit loss on securitisation Provisions for non performing assets and bad debts written off Provisions for Standard assets Provision for gratuity Provision for leave encashment Premium on Government Securities (Miscellaneous Expenses) Amortisation of Discount on Government Securities Provision for diminution in value of investments Operating profit before working capital changes Movements in working capital: (Increase) / decrease in current assets: (Increase) / decrease in inventories Adjustment due to decrease/(increase) in inventory of vehicles (Increase) / decrease in assets under financing activities (Increase) / decrease in sundry debtors (Increase) / decrease in other current assets (Increase) / decrease in loans and advances Increase / (decrease) in current liabilities Cash generated from operations Direct taxes paid (net of refunds) Net cash used in operating activities (A) B. Cash flows from investing activities Investment in Fixed deposits (net) Purchase of fixed assets Proceeds from sale of fixed assets Purchase of Investment Proceeds from sale of investments (Increase) / decrease in Capital W-I-P Interest received on current and long term investments and interest on fixed deposits Dividend received Net cash used in investing activities (B)
F162

183,754.10 1,129.04 152.96 1,046.41 36.73 (6,415.09) (10,321.46) (2.13) 116.85 21,559.32 29,750.36 5,040.24 301.10 528.51 3.40 (52.64) (79.87) 226,547.83

132,456.74 1,495.84 25.28 473.42 (62.40) (1,812.65) (3,182.24) (874.71) 341.30 7,971.84 33,244.87 148.71 146.44 20.34 170,392.78

(1,293.61) (273,949.68) (374.46) (166,048.40) 199,458.02 (15,660.30) (69,164.30) (84,824.60)

126.81 (20,425.01) 399.24 (1,008.93) (200,157.62) 186,068.53 135,395.80 (48,629.30) 86,766.50

9,050.15 (827.80) 27.72 (7,091,350.39) 6,935,672.41 (274.26) 9,921.47 2.13 (137,778.57)

(88,988.21) (629.41) 7,973.48 (2,501,835.74) 2,383,738.05 2,900.16 874.71 (195,966.96)

Annexure III SHRIRAM TRANSPORT FINANCE COMPANY LIMITED Reformatted Consolidated Cash Flow Statement Particulars C. Cash Flows from financing activities Proceeds from issue of equity share capital including securities premium & Share application Increase / (decrease) in bank borrowings (net) Increase / (decrease) in long term borrowings from others (net) Increase / (decrease) in fixed deposits (net) Increase / (decrease) in subordinate debts (net) Increase / (decrease) in redeemable non convertible debentures (net) Increase / (decrease) in inter corporate deposits and commercial papers (net) Issue expenses for equity shares paid Public issue expenses for non convertible debentures paid Dividend paid Tax on dividend Net cash from financing activities (C) Net increase / (decrease) in cash and cash equivalents (A + B + C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year For the year ended March 31, 2011 219.77 (24,915.47) (14,773.99) 101,466.73 123,217.50 (10,299.48) (2,514.95) (11.05) (1,174.12) (14,659.17) (2,434.70) 154,121.07 (68,482.10) 247,525.34 179,043.24 (Rs in Lacs) For the year ended March 31, 2010 80,799.14 (110,368.29) (68,604.27) 10,991.07 51,823.24 408.53 (50,390.48) (1,414.53) (2,690.64) (12,720.40) (2,161.83) (104,328.46) (213,528.92) 461,054.26 247,525.34 (Rs in Lacs) As at March 31, 2010 7,818.91 2,220.79 9.48 166,023.27 0.07 274.83 71,645.27 205,956.35 467.28 205,956.35 247,525.34

Components of Cash and Cash Equivalents Cash on hand Cheques on hand Remittances in transit With Banks - in Current Account -Balance held in escrow account $ - in unpaid dividend accounts $ - Deposit accounts Free of lien Under lien Less: Fixed deposits held for more than three months Less: Fixed deposit under lien $ These balances are not available for use by the Company. As per our report of even date For S.R.BATLIBOI & Co. Firm Registration No. 301003E Chartered Accountants per Shrawan Jalan Partner Membership No. 102102 For G. D. Apte & Co. Firm Registration No.100515W Chartered Accountants U. S. Abhyankar Partner Membership No. 113053

As at March 31, 2011 3,123.51 2,884.97 93,840.14 100.07 382.44 93,833.46 182,252.13 15,121.35 182,252.13 179,043.24

For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited

R Sridhar Managing Director

S. Venkatakrishnan Director

K. Prakash Mumbai Vice President (Corporate Affairs) & Company Secretary

F163

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Assets and Liabilities (Rs. in Lacs) As at March 31, 2011 As at March 31, 2010

Schedule 1 - Fixed and Intangibles Asset (Net) (including CWIP) ASSETS FOR OWN USE Tangible Fixed Assets Building Leasehold Improvements Furniture & Fixtures Vehicles Land - Freehold Plant and Machinery Intangible Assets Trademark Computer Software TOTAL (A) ASSETS GIVEN ON LEASE Land Buildings TOTAL (B) Capital WIP (C ) TOTAL (A+B+C)

415.16 1,082.94 759.40 92.75 10.18 1,570.04

392.58 1,271.41 710.65 73.41 10.18 1,879.12

4.37 139.56 4,074.40

69.28 4,406.63

69.75 134.67 204.42 278.81 4,557.63

69.75 168.13 237.88 4.55 4,649.06

F164

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Assets and Liabilities Schedule 2 - Investments LONG TERM (at cost) Trade Shares : Fully paid up Unquoted - Preference Share As at March 31, 2011 (Rs. in Lacs) As at March 31, 2010

10.00

Other than trade Quoted : Government Securities Equity Shares (Fully paid up) -Associates Cost of investment (including Rs. Nil of Goodwill / Capital Reserve arising on consolidation) Add: - Share of post acquisition profit Unquoted : Equity Shares (Fully paid up) - Others Investment in Pass Through Certificates Investment in Venture Capital Fund Investment in Subordinate Debts

16,702.17

3,497.70

240.00

240.00

174.32 414.32

175.27 415.27

207.50 7,424.18 500.00 5,000.00

207.50 4,284.55 -

CURRENT INVESTMENTS (at lower of cost and fair value) Other than trade Unquoted : Investment in Certificate of deposits with Banks Quoted : Treasury Bills

317,995.56

177,146.92

0.49 348,244.22 16,352.50 16,662.27 331,127.24

185,561.94 3,737.70 4,030.61 181,648.97

Book value of Quoted investments Market value of Quoted investments Book value of Unquoted investments

F165

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Assets and Liabilities (Rs. in Lacs) As at March 31, 2011 1,293.61 As at March 31, 2010 -

Schedule 3 - Current Assets, Loans & Advances

Inventories- Raw Materials (at lower of cost and net realisable value) Assets under financing activities (considered good unless stated otherwise)* Secured Hypothecation loans* Other loans Unsecured Unsecured Loans $ Advance - Hypothecation loans

2,009,830.22 984.49 37,938.19 530.09 2,049,282.99 51,967.80 889.98

1,773,363.05 1,216.58 23,217.03 128.21 1,797,924.87 50,740.04 9.46

* includes non performing assets $ includes non performing assets Cash & Bank Balances i) Cash on hand ii) Cheques on hand iii) Remittances in transit iv) Balances with scheduled banks in: Current accounts Deposit Accounts -Free of lien -Under lien #

3,123.51 2,884.97 94,322.65 93,833.46 182,252.13 376,416.72

7,818.91 2,220.79 9.48 166,298.17 71,645.27 205,956.35 453,948.97

Other current assets Interest accrued on investments Interest accrued on fixed deposits and other loans and advances

731.16 5,068.24 2,432,792.72

666.89 4,358.07 2,256,898.80 205,055.01 901.34

# Includes deposits pledged with Banks as margin for securitisation # Includes deposits pledged with Banks as lien against loans taken

181,906.69 345.44

F166

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Assets and Liabilities (Rs. in Lacs) Schedule 4 - Other Loans and Advances As at March 31, 2011 As at March 31, 2010

Unsecured, Considered Good Advances recoverable in cash or in kind or for value to be received Securitization Deferred Consideration Receivable Service tax credit (input) receivable Prepaid expenses Security deposits

28,813.81 368,676.26 141.50 5,732.20 1,289.75 404,653.52

25,437.31 203,804.05 537.34 8,649.99 722.61 239,151.30

Schedule 5 - Secured Loans

As at March 31, 2011 475,288.39 1(a)(i)(ii)(iii)(iv) 25,414.44 1(b)(i) 967,999.97 1(b)(ii) 48,234.79 1(c ) 1,516,937.59

As at March 31, 2010 483,087.87 1(a)(i)(ii)(iii) 12,188.42 1(b)(i) 929,935.14 1(b)(ii) 92,036.64 1(c ) 1,517,248.07

Redeemable non convertible debentures refer note Term loans i) From Financial institutions / Corporates refer note ii) From banks refer note Cash credit from banks including working capital demand loan refer note

Schedule 6 - Unsecured Loans

As at March 31, 2011 112,946.23 1.73 329,816.99 51,468.76 7,000.00 501,233.71

As at March 31, 2010 11,479.51 16.68 206,599.49 2,500.00 2,500.00 70,647.21 35,000.00 328,742.89

Fixed deposits Inter corporate deposits Subordinated debts Redeemable non-convertible debentures Commercial papers Term loan : i) From banks ii) From corporates

F167

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Assets and Liabilities (Rs. in Lacs) As at March 31, 2011 As at March 31, 2010

Schedule 7 - Current Liabilities

Sundry creditors -Micro and Small Enterprises -Other than Micro and Small Enterprises Advance from Customers Interest accrued but not due on loans Application money on Redeemable non convertible debentures Application money on Subordinated debts Investor Education and Protection Fund shall be credited by the following amounts (as and when due) - Unclaimed Matured Deposits - Unclaimed Matured Debentures - Unclaimed Matured Subordinated Debts - Interest accrued and due on above - Unclaimed dividend Temporary credit balance in bank accounts Securitization deferred income Other liabilities

0.43 62,700.29 114.25 97,626.73 856.25 64.19

23,291.23 84,941.79 798.77 15.79

278.50 5,705.69 966.22 2,014.61 382.44 46,629.09 358,044.60 1,060.43 576,443.72

60.65 5,116.68 117.13 1,329.00 269.67 29,551.21 236,518.83 446.67 382,457.42

Schedule 8 - Provisions

As at March 31, 2011 45,419.55 5,040.24 52,012.24 1,809.72 8,406.10 167.50 1,090.18 913.73 9,046.43 1,502.50

As at March 31, 2010 38,260.74 24,986.49 988.35 8,406.10 247.37 561.66 612.63 9,020.71 1,498.25

For non-performing assets For standard assets For credit loss on securitisation For income tax (net of advance tax) For provision for service tax- contested For diminution in value of investments For leave encashment and availement For gratuity Proposed dividend Corporate dividend tax

125,408.19

84,582.30

F168

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Assets and Liabilities (Rs. in Lacs) As at March 31, 2010

Schedule 9 - Share Capital

As at March 31, 2011

Authorised Equity Share Capital Preference Share Capital

33,500.00 20,000.00 53,500.00 335,000,000 20,000,000

33,500.00 20,000.00 53,500.00 335,000,000 20,000,000

No. of equity Shares of Rs.10/- each No. of preference Shares of Rs.100/- each Issued, Subscribed & Fully Paid up Equity Shares* No. of equity shares of Rs. 10/- each Add : Share Forfeiture

22,616.07 226,160,668 2.40

22,551.78 225,517,818 2.40

22,618.47

22,554.18

*Includes 79,279,236 equity shares of Rs.10/- each allotted for consideration other than cash pursuant to the schemes of amalgamation.

F169

Annexure IV Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Assets and Liabilities (Rs. in Lacs) As at March 31, 2011 As at March 31, 2010

Schedule 10 - Reserves and Surplus

Capital Reserve Balance as per last account

17.03

17.03

Capital Redemption Reserve Securities Premium Account Balance as per last account Add: Amount received during the year Statutory Reserve Balance as per last account Add: Transfer from Profit & Loss Account Debenture Redemption Reserve Balance as per last account Add: Transfer from Profit & Loss Account General Reserve Balance as per last account Add: Transfer from Profit & Loss Account

5,388.35

5,388.35

174,419.57 680.02 175,099.59 51,399.79 24,623.15 76,022.94 10,442.08 21,381.60 31,823.68 26,253.63 12,300.00 38,553.63 139,457.81 139,457.81 466,363.03

91,689.29 82,730.28 174,419.57 33,899.79 17,500.00 51,399.79 10,442.08 10,442.08 17,453.63 8,800.00 26,253.63 92,992.47 182.71 93,175.18 361,095.63

Balance in Profit & Loss Account Add: Share of profit in Associate upto March 31, 2009

Schedule 11 - Miscellaneous Expenditure (to the extent not written off or adjusted)

As at March 31, 2011

As at March 31, 2010

Public issue expenses for non convertible debentures Issue expenses for equity shares

2,344.93 1,349.56 3,694.49

2,217.22 1,491.47 3,708.69

F170

Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Profits and Losses For the year ended March 31, 2011 351,906.40 10,846.17 162,265.08 6,153.33 (20.45) 6,132.88 83.38 531,233.91

Annexure V (Rs. in Lacs)

Schedule 12 - Income from Operations

For the year ended March 31, 2010 361,528.77 10,367.78 68,009.04 439,905.59

Income from financing activities Interest on margin money on securitisation/ assignments Income on securitisation and direct assignment Sales of Vehicles Less: Value added taxes on sale of Vehicles Net sale of vehicles Facilitation Fees

Schedule 13 - Other Income Buyer-seller facilitation fees Interest on deposits with banks Income from operating lease Profit on sale of assets (net) Income from Long Term Investments (non trade) - Profit on sale of investments (net) - Profit on disposal of subsidiary - Dividend - Interest on government securities - Interest on Pass Through Certificates - Interest on subordinated debts - Amortisation of Discount on Government Securities Income from Current Investments (non trade) - Profit on sale of investments Certificate of Deposits Mutual Funds Government Securities Debentures Commercial Paper Treasury Bills - Dividend - Interest on government securities - Interest on Certificate of Deposits - Discount on CBLO - Interest on Commercial Paper - Interest on Debentures - Interest on Treasury Bills Miscellaneous Income

For the year ended March 31, 2011 2,703.21 3,776.92 22.14 2.13 686.13 261.36 270.68 52.64

For the year ended March 31, 2010 3,053.46 1,698.44 453.91 62.40 66.55 3.15 0.25 100.51 119.18 -

931.57 5,411.57 20.00 12.03 35.39 4.53 3.46 4,950.82 243.95 88.84 38.23 90.27 358.39 19,964.26

275.57 1,470.53 874.46 1,068.27 195.84 245.67 9,688.19

F171

Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Profits and Losses

Annexure V (Rs. in Lacs)

Schedule 14 - Interest & Other Charges

For the year ended March 31, 2011

For the year ended March 31, 2010

Interest & Other Charges on : Debentures Subordinated debts Fixed deposits Loans from banks Loans from institutions and others Commercial paper Bank charges Professional charges - resource mobilisation Processing charges on loans/securitization Discount on sale of second loss credit / liquidity facilities Fees / Loss on sale of second loss credit / liquidity facilities

59,004.24 36,709.70 6,206.52 102,790.33 6,514.52 458.82 2,680.22 5,694.87 4,047.30 (269.92) 3,595.56

65,969.57 23,214.26 475.98 105,813.69 13,457.96 2,199.54 2,350.85 4,895.23 3,605.42 584.00 2,114.72

227,432.16

224,681.22

Schedule 15 - Adjustment due to decrease/(increase) in inventory of vehicles Opening stock (A) Less: Closing stock (B) Movement in opening and closing stock (A-B)

For the Year ended March 31, 2011 1,293.61 (1,293.61)

For the year ended March 31, 2010 -

Schedule 16 - Raw Material Consumed

For the year ended March 31, 2011

For the year ended March 31, 2010

Opening Stock Add : Purchases Less : Transferred to Lessee Closing Stock

126.81 (126.81) -

F172

Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Profits and Losses Schedule 17 - Personnel Expenses Salaries, other allowances and bonus Gratuity expenses Contribution to Provident and other funds Staff welfare expenses For the year ended March 31, 2011 34,938.59 327.19 1,459.56 381.52 37,106.86

Annexure V (Rs. in Lacs) For the year ended March 31, 2010 21,020.66 197.65 976.89 312.95 22,508.15

Schedule 18 - Operating and other Expenses

For the year ended March 31, 2011

For the year ended March 31, 2010

Rent Electricity expenses Repairs & Maintenance - Plant & machinery - Building - Others Rates & taxes Printing & stationery Travelling & conveyance Advertisement Brokerage Business Promotion Sourcing fees Royalty Directors' sitting fees Insurance Communication expenses Payment to auditor As Auditor: - Audit fees - Tax audit fees - Limited Review - Out of pocket In any other manner: - Certification Legal & professional charges Donations Loss on sale of assets (net) Miscellaneous expenses

5,284.47 543.03 1.09 1,395.72 340.98 1,569.70 4,301.68 1,931.06 7,941.79 487.37 85.87 1,497.04 8.90 262.81 2,335.35

3,557.92 467.29 5.79 0.70 2,273.27 230.01 1,483.07 3,436.55 443.50 5,013.69 428.34 23.96 1,240.78 14.65 148.37 2,571.12

42.87 6.35 65.26 3.68 6.16 5,481.06 272.06 36.73 5,137.71 39,038.74

32.47 2.76 40.50 4.82 3.31 2,827.61 161.81 2,846.20 27,258.49

F173

Shriram Transport Finance Company Limited Schedules to the Reformatted Consolidated Statement of Profits and Losses

Annexure V (Rs. in Lacs)

Schedule 19 - Share & Debenture issue expenses written off

For the year ended March 31, 2011

For the year ended March 31, 2010

Issue expenses for equity shares Public issue expenses for non convertible debentures Preliminary Expenses

152.96 1,046.41 1,199.37

25.28 473.42 6.93 505.63

Schedule 20 - Provisions & Write offs

For the year ended March 31, 2011

For the year ended March 31, 2010

Provision for non performing assets Provision for standard assets Provision for credit loss on securitisation Provision for diminution in value of investments Bad debts written off Bad debt recovery

7,158.81 5,040.24 21,559.32 (79.87) 22,591.55 (634.30) 55,635.75

14,575.88 7,971.84 20.34 18,668.99 (549.34) 40,687.71

F174

Annexure VI Shriram Transport Finance Company Limited Statement of Contingent Liabilities (Rs in Lacs)

As at March 31, 2011 Particulars Disputed Income Tax demand contested in appeals not provided for Guarantees and Counter Guarantees given Demand in respect of Service tax Disputed Sales Tax Demand Estimated amount of contracts on capital account not provided for 194,058.28 330.00 412.33 100.00

As at March 31, 2010

157.26 315.00 412.33 -

F175

Annexure VII Shriram Transport Finance Company Limited Statement of Dividend Statement of Dividend in respect of Equity Shares

(Rs. in Lacs)

Particulars Interim Dividend Rate of Dividend Number of Equity Shares on which Interim Dividend paid Amount of Interim Dividend Dividend Distribution Tax Final Dividend for the previous year Rate of Dividend Number of Equity Shares on which Final Dividend paid Amount of Final Dividend Dividend Distribution Tax Proposed Final Dividend for the current year Rate of Dividend Number of Equity Shares on which dividend paid Amount of Final Dividend Dividend Distribution Tax

Year ended 31st March, 2011

Year ended 31st March, 2010

25% 225,538,218 5,638.46 936.45

20% 212,737,916 4,254.76 723.10

40% 8,129,550 325.18 55.26

40% 226,160,668 9,046.43 1,502.50

40% 225,517,818 9,020.71 1,498.25

F176

Annexure-VIII Shriram Transport Finance Company Limited Page 1 of 3 Statement of Accounting Ratios [Calculation of Earnings Per shares (EPS)] Earnings per share calculations are done in accordance with Accounting Standard - 20 "Earnings Per Share", notified under Accounting Standards (AS) under Companies Accounting Standard Rules, 2006, as amended

Particulars

As at March 31, 2011

As at March 31, 2010

Profit after taxes and Share of (Loss) of Associate (Rs. in lacs)

121,711.22

87,302.56

Weighted average number of equity shares outstanding during the year (for Basic EPS )(Lacs) (i) Equity shares arising on conversion of optionally convertible warrants (Lacs) (ii) Equity shares for no consideration arising on grant of stock options under ESOP (Lacs) Weighted average number of equity shares outstanding during the year (for Diluted EPS ) (b+c+d) (Lacs) Earnings per share (Basic) (Rs.) (a/b) Earnings per share (Diluted) (Rs.) (a/e)

2,257.27

2,125.01

3.12

8.84

2,260.39

2,133.85

53.92 53.85

41.08 40.91

F177

Annexure-VIII Shriram Transport Finance Company Limited Page 2 of 3 Statement of Accounting Ratios [Calculation of Return on Net Worth (RONW)] (Rs. in Lacs) As at March 31, 2011 As at March 31, 2010

Particulars SHAREHOLDERS FUNDS Share Capital Share application money pending allotment Stock Option Outstanding Reserves and Surplus (Refer Annexure IV - Schedule 10) Less: Miscellaneous Expenditure ( not written off) Net worth as at the end of the year Profit after taxes and Share of (Loss) of Associate

22,618.47 354.55 466,363.03 3,694.49 485,641.56

22,554.18 5.22 757.02 361,095.63 3,708.69 380,703.36

121,711.22

87,302.56

Return on Net Worth (%)

25.06%

22.93%

F178

Annexure VIII Shriram Transport Finance Company Limited Page 3 of 3 Statement of Accounting Ratios [Calculation of Net Asset Value (NAV) Per Equity Share] (Rs. in Lacs)

As at March 31, 2011 Particulars SHAREHOLDERS FUNDS Share Capital Share application money pending allotment Stock Option Outstanding Reserves and Surplus (Refer Annexure IV - Schedule 10) Less: Miscellaneous Expenditure ( not written off) Net Asset Value 22,618.47 354.55 466,363.03 3,694.49 485,641.56

As at March 31, 2010

22,554.18 5.22 757.02 361,095.63 3,708.69 380,703.36

Number of Equity shares outstanding at the end of the year Net Asset Value per Equity Share(Rs.)

226,160,668 214.73

225,517,818 168.81

F179

Shriram Transport Finance Company Limited Annexure IX Secured Loans A Term Loan from banks Particulars Allahabad Bank Andhra Bank Calyon Bank Canara Bank Canara Bank Canara Bank Corporation Bank Dena Bank Deutsche Bank HDFC Bank Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Indian Bank ING Vysya Bank Limited Oriental Bank of Commerce Punjab & Sind Bank Punjab National Bank Ratnakar Bank Limited State Bank of Mysore South Indian Bank Limited South Indian Bank Limited State Bank of Bikaner & Jaipur State Bank of Hyderabad State Bank of Mauritius Limited State Bank of Mysore State Bank of Mysore State Bank of Mysore State Bank of Patiala State Bank of Travancore United Bank of India United Bank of India United Bank of India Vijaya Bank Hongkong & Shanghai Banking Corporation Limited Deutsche Bank Development Bank of Singapore Limited (Rs in Lacs) Date of disbursement 26-Sep-07 16-Mar-09 28-Apr-08 31-Mar-09 17-Oct-08 5-Nov-08 26-Mar-09 23-Sep-08 30-May-08 25-Jul-08 24-Mar-09 3-Mar-08 24-Oct-08 10-Dec-08 5-Mar-09 2-Dec-08 28-Feb-08 16-Apr-08 15-Oct-08 20-Dec-07 22-Jun-07 18-Aug-08 20-Mar-09 31-Mar-09 21-Jan-08 19-Jan-09 5-Mar-09 26-Nov-07 19-Sep-08 30-Jul-08 29-Jan-09 31-Dec-08 3-Jun-08 13-Mar-09 28-Feb-08 18-Sep-09 22-Sep-09 23-Sep-09 Disbursed Amount 3,000.00 10,000.00 3,000.00 25,000.00 20,000.00 20,000.00 2,500.00 20,000.00 10,000.00 7,500.00 15,000.00 7,500.00 5,000.00 10,000.00 10,000.00 3,500.00 20,000.00 5,000.00 20,000.00 2,500.00 10,000.00 5,000.00 2,500.00 2,500.00 15,000.00 2,250.00 10,000.00 10,000.00 15,000.00 20,000.00 7,500.00 10,000.00 5,000.00 15,000.00 5,000.00 4,850.00 7,500.00 4,830.00 As at March 31, 2011 899.90 5,000.00 3,000.00 12,500.00 8,750.00 8,750.00 1,250.00 3,312.56 10,000.00 3,214.29 6,428.57 1,071.68 2,142.86 4,285.71 2,719.21 875.00 4,859.47 5,000.00 3,428.53 468.60 352.51 1,875.00 1,250.00 2,500.00 3,709.88 750.00 5,009.80 1,681.28 5,619.14 8,523.51 2,500.00 4,374.74 1,562.50 7,497.97 1,250.00 4,850.00 7,500.00 4,830.00 Repayment Terms 20 Quarterly Instalments 16 Quarterly Instalments Bullet-27/04/2011 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 36 Monthly Instalments Bullet-30/05/2011 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 14 Equal Quarterly Instalments 33 Monthly Instalments 36 Monthly Instalments 48 Equated Monthly Instalments Bullet-15/04/2011 35 Monthly Instalments 48 Monthly Instalments 48 Monthly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 12 Quarterly Instalments 48 Monthly Instalments 48 Monthly Instalments 48 Monthly Instalments 14 Quarterly Instalments 12 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 16 Quarterly Instalments Bullet-16/09/2011 Bullet 22/09/2011 Bullet- 23/09/2011

F180

Shriram Transport Finance Company Limited Annexure IX Secured Loans A Term Loan from banks Particulars Industrial Development Bank of India Limited UCO Bank United Bank of India Syndicate Bank State Bank of Patiala State Bank of Travancore State Bank of Bikaner & Jaipur Hongkong & Shanghai Banking Corporation Limited Development Bank of Singapore Limited Tamilnad Merchantile Bank Limited Canara Bank Central Bank of India Indian Bank Bank of Rajasthan Limited Punjab National Bank Dena Bank Karur Vyasa Bank Limited Societe Generale Bank Oriental Bank of Commerce HDFC Bank Limited ING Vysya Bank Limited Hongkong & Shanghai Banking Corporation Limited State Bank of Hyderabad China Trust Commercial Bank Limited Punjab & Sind Bank Canara Bank Andhra Bank South Indian Bank Limited Societe Generale Bank Union Bank of India Indian Bank Standard Chartered Bank Calyon Bank Shinhan Bank Dhanlaxmi Bank Limited J P Morgan Chase Bank Hongkong & Shanghai Banking Corporation Limited Corporation Bank Punjab National Bank ( Rs in Lacs) Date of disbursement 29-Sep-09 25-Sep-09 25-Sep-09 29-Sep-09 29-Sep-09 29-Sep-09 9-Apr-09 29-May-09 22-Jun-09 22-Jun-09 26-Jun-09 30-Jun-09 30-Jun-09 30-Jun-09 27-Jul-09 31-Jul-09 31-Jul-09 14-Aug-09 24-Aug-09 3-Oct-09 30-Oct-09 23-Oct-09 5-Nov-09 18-Nov-09 19-Nov-09 25-Nov-09 30-Nov-09 17-Dec-09 24-Dec-09 31-Dec-09 29-Jan-10 28-Jan-10 29-Jan-10 9-Feb-10 12-Mar-10 22-Mar-10 23-Mar-10 25-Mar-10 26-Mar-10 Disbursed Amount 20,000.00 15,000.00 10,000.00 15,000.00 20,000.00 10,000.00 5,000.00 4,770.00 5,000.00 5,000.00 25,000.00 20,000.00 10,000.00 2,500.00 20,000.00 20,000.00 2,000.00 2,000.00 20,000.00 10,000.00 3,800.00 9,332.00 25,000.00 1,500.00 5,000.00 50,000.00 20,000.00 5,000.00 1,200.00 30,000.00 20,000.00 30,000.00 10,000.00 2,800.00 5,000.00 12,000.00 10,000.00 10,000.00 25,000.00
F181

As at March 31, 2011 14,285.71 9,375.00 6,871.78 9,375.00 14,031.17 4,996.00 1,711.25 4,770.00 1,600.00 2,812.50 14,062.50 11,250.00 3,619.79 1,041.67 8,235.00 12,500.00 1,250.00 416.67 9,444.44 7,857.14 2,005.56 2,721.83 17,193.86 1,125.00 3,055.54 34,375.00 13,750.00 3,437.50 450.00 20,625.00 14,140.78 20,000.00 10,000.00 2,800.00 4,001.00 12,000.00 6,666.67 8,000.00 16,180.00

Repayment Terms 42 Equal Monthly Instalments 16 Equal Quarterly Instalments 16 Quarterly Instalments 48 Monthly Instalments 13 Quarterly Instalments 36 Equal Monthly Instalments 16 Quarterly Instalments Bullet-31/05/2011 3 Instalments 48 Monthly Instalments 16 Quarterly Instalments 16 Quarterly Instalments 33 Monthly Instalments 12 Quarterly Instalments 34 Equal Monthly Instalments 16 Equal Quarterly Instalments 16 Equal Quarterly Instalments 24 Monthly Instalments 36 Equated Monthly Instalments 14 Quarterly Instalments 36 Equal Monthly Instalments 24 Equal Monthly Instalments 16 Quarterly Instalments Bullet 18/11/2011 36 Monthly Instalments 16 Equal Quarterly Instalments 16 Quarterly Instalments 16 Equal Quarterly Instalments 24 Equal Monthly Instalments 16 Equal Quarterly Instalments 48 Monthly Installament 5 Instalments Bullet 29/01/2012 Bullet-01/01/2014 15 Quarterly Instalments Bullet - 06/04/2011 36 Equal Monthly Instalments 20 Quaterly Instalments 34 Monthly Instalments

Shriram Transport Finance Company Limited Annexure IX Secured Loans A Term Loan from banks Particulars Societe Generale Bank Deutsche Bank Hongkong & Shanghai Banking Corporation Limited State Bank of Mauritius Limited HDFC Bank Limited HDFC Bank Limited Hongkong & Shanghai Banking Corporation Limited Karnataka Bank Limited Bank of Tokyo - Mitsubishi UFJ Limited City Union Bank Limited Development Bank of Singapore Limited Axis Bank Limited Indian Bank Citibank N.A. Karur Vyasa Bank Limited UBS A.G. Bank Hongkong & Shanghai Banking Corporation Limited Industrial Development Bank of India Limited Vijaya Bank Citibank N.A. Jammu & Kashmir Bank Limited ING Vysya Bank Limited Mizuho Corporate Bank Limited Axis Bank Limited State Bank Of Mauritius Limited Corporation Bank The Laxmi Vilas Bank Limited State Bank of Travancore Axis Bank Limited Abu Dhabi Commercial Bank Limited Development Bank of Singapore Limited Development Bank of Singapore Limited Federal Bank Limited Hongkong & Shanghai Banking Corporation Limited Hongkong & Shanghai Banking Corporation Limited ( Rs in Lacs) Date of disbursement 23-Mar-10 9-Apr-10 12-Apr-10 6-Apr-10 12-May-10 4-May-10 6-May-10 28-May-10 13-May-10 16-Jun-10 15-Jun-10 5-Jun-10 30-Jun-10 6-Jul-10 20-Jul-10 30-Jul-10 18-Aug-10 31-Aug-10 28-Aug-10 16-Sep-10 29-Sep-10 14-Oct-10 22-Dec-10 23-Dec-10 30-Dec-10 31-Dec-10 31-Dec-10 9-Nov-10 8-Feb-11 1-Mar-11 9-Mar-11 23-Mar-11 31-Mar-11 4-Feb-11 4-Feb-11 Disbursed Amount 1,200.00 10,000.00 10,000.00 750.00 32.00 6,000.00 14,000.00 5,000.00 7,500.00 2,500.00 10,900.00 10.60 20,000.00 15,000.00 2,500.00 10,000.00 12,500.00 20,000.00 5,000.00 10,000.00 30,000.00 9,000.00 5,000.00 50,000.00 2,700.00 10,000.00 10,000.00 10,000.00 50,000.00 2,000.00 11,000.00 5,000.00 2,500.00 3,600.00 9,000.00 As at March 31, 2011 600.00 10,000.00 6,944.44 562.50 26.93 6,000.00 14,000.00 4,038.26 7,500.00 2,206.81 10,900.00 9.15 16,226.03 15,000.00 2,187.50 10,000.00 10,069.45 19,523.81 4,270.83 10,000.00 30,000.00 7,750.00 5,000.00 50,000.00 2,475.00 9,500.00 10,000.00 9,333.19 50,000.00 2,000.00 11,000.00 5,000.00 2,500.00 3,500.00 8,750.00 Repayment Terms 24 Monthly Instalments Bullet 06/04/2013 36 Monthly Instalments 12 Quaterly Instalments 60 Monthly Instalments Bullet-04/05/2011 Bullet-06/05/2011 16 Equal Quarterly Instalments Bullet-14/05/2012 60 Equated Monthly Instalments Bullet 15/06/2012 60 Monthly Instalments 48 Monthly Instalments Bullet --06/07/2011 16 Equal Quarterly Instalments Bullet-29/07/2011 36 Equal Monthly Instalments 42 Monthly Instalments 48 Equal Monthly Instalments Bullet 16/09/2011 14 Equal Quaterly Instalments 36 Equl Monthly Instalments Bullet 20/06/2011 3 Yearly Instalments 12 Quarterly Instalments 20 Quarterly Instalments 6 Equal Monthly Instalments 60 Monthly Instalments 3 Equal Yearly Instalments 6 Monthly instalments Bullet 07/10/2014 Bullet 23/10/2014 Bullet 31/03/2014 36 Monthly Instalments 36 Monthly Instalments

F182

Shriram Transport Finance Company Limited Annexure IX Secured Loans

Term Loan from banks Particulars

(Rs in Lacs) Date of disbursement 20-Jan-11 14-Feb-11 3-Mar-11 14-Feb-11 6-Jan-11 24-Mar-11 10-Mar-11 28-Jan-11 17-Mar-11 31-Mar-11 Disbursed Amount 20,000.00 10,000.00 3,500.00 30,000.00 15,000.00 2,000.00 5,000.00 10,000.00 15,000.00 15,000.00 1,386,524.60 As at March 31, 2011 20,000.00 10,000.00 3,500.00 30,000.00 15,000.00 2,000.00 5,000.00 10,000.00 15,000.00 15,000.00 967,999.97 Repayment Terms

Indian Overseas Bank J P Morgan Chase Bank Societe Generale Bank Standard Chartered Bank Standard Chartered Bank The Bank of Tokyo - Mitsubishi UFJ Limited Calyon Bank Allahabad Bank Bank Of Maharashtra Canara Bank Total

16 Equal Quarterly Instalments Bullet 15/05/2013 24 Monthly Instalments 3 Equal Yearly Instalments Bullet 06/01/2012 Bullet 24/03/2011 Bullet 10/03/2013 Bullet 28/01/2015 16 Equal Quarterly Instalments 3 Equal Yearly Instalments

Term Loan from others Particulars

( Rs in Lacs) Date of disbursement Disbursed Amount 2,500.00 2,500.00 7,500.00 10,000.00 5,000.00 6,500.00 10,000.00 44,000.00 As at March 31, 2011 130.52 383.92 1,500.00 1,900.00 5,000.00 6,500.00 10,000.00 25,414.44 Repayment Terms

L&T Finance Limited L&T Finance Limited Life Insurance Corporation of India Small Industries Development Bank of India GE Capital Services India SICOM Citicorp Finance (India) Limited Total

29-Jun-05 2-Jan-06 14-Jun-06 29-Sep-08 20-Apr-10 25-May-10 20-Sep-10

72 Monthly Instalments 72 Monthly Instalments 5 Annual Instalments 33 Monthly Instalments Bullet 23/04/2013 Bullet 25/05/2011 Bullet 25/09/2011

F183

Shriram Transport Finance Company Limited Annexure IX Secured Loans C Cash Credit from Banks as at March 31, 2011 Particulars Federal Bank Limited Bank of Ceylon Punjab National Bank State Bank of Travancore Dena Bank UCO Bank Bank of Baroda Central Bank of India Bank of Maharashtra State Bank of Mysore State Bank of Bikaner and Jaipur Andhra Bank Indian Bank South Indian Bank Limited Union Bank of India State Bank of India State Bank of Patiala Oriental Bank of Commerce Allahabad Bank Vijaya Bank TOTAL (Rs in Lacs) As at March 31, 2011 16.16 400.07 1.71 5,094.20 5,018.37 37.84 0.09 24,873.07 2.08 2,510.38 0.96 9.45 4.45 100.06 9.15 1,737.54 2,044.07 5,350.22 1,007.93 16.99 48,234.79

Date of Sanction 16-Mar-11 7-Dec-09 24-Dec-07 4-Oct-10 26-Aug-10 1-Sep-09 10-Jul-10 21-Aug-09 15-Jan-11 30-Dec-10 8-Mar-11 30-Dec-09 29-Jan-10 30-Nov-09 31-Mar-11 29-Mar-11 7-Sep-09 10-Jan-11 22-Dec-10 30-Dec-10

Amount Sanctioned 2,500.00 600.00 6,000.00 7,500.00 17,500.00 15,000.00 4,000.00 30,000.00 10,000.00 10,000.00 5,000.00 15,000.00 5,000.00 5,000.00 22,175.00 47,000.00 5,000.00 20,000.00 20,000.00 5,000.00 252,275.00

F184

Shriram Transport Finance Company Limited Secured Loans Cash credit with Banks Unutilised as at March 31, 2011 Particulars Bank of India Bank of Bahrain & Kuwait Canara Bank Corporation Bank Dhanlaxmi Bank Limited Deutsche Bank HDFC Bank Limited Hongkong & Shanghai Banking Corporation Limited ICICI Bank Limited Industrial Development Bank of India Limited Indian Overseas Bank Indusind Bank Limited Kotak Mahindra Bank Ratnakar Bank Limited Standard Chartered Bank Syndicate Bank United Bank of India Axis Bank Limited Citibank N.A. City Union Bank Limited Yes Bank Axis Bank Limited ICICI Bank Limited Barclays Bank PLC Bank of America TOTAL Date of Sanction 3-Jun-10 13-Aug-08 19-Mar-11 17-Apr-07 28-Feb-11 24-Aug-09 5-Mar-09 20-Jul-06 15-Mar-11 5-Oct-10 20-Oct-10 2-Mar-10 22-Feb-11 20-Sep-08 20-Jan-11 4-Mar-10 10-Jan-11 20-Sep-10 15-Oct-07 15-Mar-10 14-Jan-11 15-Nov-10 15-Dec-10 24-Mar-09 1-Nov-10 Annexure IX (Rs in Lacs) Amount Sanctioned 47,500.00 1,000.00 7,500.00 5,000.00 500.00 2,500.00 12,000.00 4,000.00 19,000.00 20,000.00 30,000.00 3,250.00 1,500.00 1,000.00 4,200.00 10,000.00 15,000.00 15,000.00 5,000.00 5,000.00 7,500.00 10,000.00 5,000.00 15,000.00 2,350.00 248,800.00

F185

Shriram Transport Finance Company Limited Annexure IX D Secured Loans Privately placed Redeemable Non Convertible Debenture of Rs 1,000,000/- each Particulars Quoted: Life Insurance Corporation Of India UTI -Unit Linked Insurance Plan UTI -Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI - Children Career Balanced Plan UTI - Retirement Benefit Pension Fund BNP Paribas Money Plus Fund IDFC Hybrid Portfolio Fund-Series I BNP Paribas Fixed Term Fund-Series 18-D ICICI Prudential Fixed Maturity Plan - Series45 Three Years Plan Life Insurance Corporation of India General Insurance Corporation of India United Bank of India Principal Trustee Company Private Limited A/C Principal Mutual Fund-Principal Near - Term Fund - Conservative Plan Principal Trustee Company Private LimitedPrincipal Mutual Fund - Principal Ultra Short Term Fund Standard Chartered Bank (Mauritius) Limited Debt Trustee Company Limited A/C Tata Mutual Fund A/C Tata Fixed Maturity Plan - Series 25 Scheme A Corporation Bank Rural Postal Life Insurance Fund A/C UTI AMC Cholamandalam MS General Insurance Company Limited Corporation Bank ING Mutual Fund A/C ING Short Term Income Fund ING Mutual Fund A/C ING Income Fund ING Mutual Fund A/C ING Balanced Fund ING Mutual Fund A/C ING MIP Fund UTI - Childrens Career Balanced Plan UTI-Unit Linked Insurance Plan UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI-MIS-Advantage Plan UTI - Retirement Benefit Pension Fund UTI - Monthly Income Scheme Unquoted: CMNK Consultancy & Services Private Limited Take Solutions Limited Take Solutions Limited Date of Allotment 2-May-08 20-Jun-08 20-Jun-08 20-Jun-08 20-Jun-08 15-Sep-08 15-Sep-08 15-Sep-08 17-Sep-08 3-Nov-08 26-Nov-08 28-Mar-09 20-Apr-09 Disbursed Amount 15,000.00 3,500.00 2,500.00 2,500.00 1,500.00 850.00 500.00 150.00 8,000.00 30,000.00 1,000.00 5,000.00 2,400.00 As at March 31, 2011 15,000.00 3,500.00 2,500.00 2,500.00 1,500.00 850.00 500.00 150.00 8,000.00 30,000.00 1,000.00 5,000.00 2,400.00 (Rs in Lacs ) Repayment Terms Bullet 2-May-11 Bullet 20-Jun-11 Bullet 20-Jun-11 Bullet 20-Jun-11 Bullet 20-Jun-11 Bullet 15-Sep-11 Bullet 15-Sep-11 Bullet 15-Sep-11 Bullet 1-Sep-11 Bullet 03-Nov-13 Bullet 26-Nov-13 Bullet 28-Mar-12 Bullet 20-Apr-11

20-Apr-09

100.00

100.00

Bullet 20-Apr-11

30-Jun-09 14-Sep-09

25,000.00 1,500.00

12,500.00 1,500.00

2 Equal Annual Instalments Bullet 5-Apr-11

4-May-10 4-May-10 6-May-10 6-May-10 6-May-10 6-May-10 6-May-10 6-May-10 14-May-10 14-May-10 14-May-10 14-May-10 14-May-10 14-May-10 28-Mar-11 28-Mar-11 28-Mar-11

2,000.00 500.00 1,000.00 1,000.00 240.00 130.00 90.00 40.00 7,500.00 5,000.00 2,500.00 2,000.00 2,000.00 1,000.00 2,400.00 2,400.00 200.00 129,500.00

2,000.00 500.00 1,000.00 1,000.00 240.00 130.00 90.00 40.00 7,500.00 5,000.00 2,500.00 2,000.00 2,000.00 1,000.00 2,400.00 2,400.00 200.00 117,000.00

Bullet 4-May-13 Bullet 4-May-13 Bullet 6-May-13 Bullet 6-May-13 Bullet 6-May-13 Bullet 6-May-13 Bullet 6-May-13 Bullet 6-May-13 Bullet 14-May-13 Bullet 14-May-13 Bullet 14-May-13 Bullet 14-May-13 Bullet 14-May-13 Bullet 14-May-13 Bullet 28-Mar-12 Bullet 28-Mar-12 Bullet 28-Mar-12

F186

Shriram Transport Finance Company Limited Annexure IX Secured Loans E Privately placed Redeemable Non Convertible Debenture of Rs 1,000/- each (Rs in Lacs) Particulars Retail Debentures As at March 31, 2011 220,813.98 Repayment Terms Redeemable at par over a period 12 to 160 months

Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each (2009)- quoted Particulars Option -I (40% of Face value) Option -I (40% of Face value) Option -I (20% of Face value) Option -II (40% of Face value) Option -II (40% of Face value) Option -II (20% of Face value) Option -III Option -IV Option -V Total As at March 31, 2011 3,489.95 3,489.95 1,744.97 2,949.84 2,949.84 1,474.92 10,422.51 2,274.12 66,988.63 95,784.73 (Rs in Lacs) Repayment Terms 26.08.2012 26.08.2013 26.08.2014 26.08.2012 26.08.2013 26.08.2014 26.08.2014 26.08.2014 26.08.2012

G Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each (2010) - quoted Particulars As at March 31, 2011 (Rs in Lacs) Repayment Terms

Option -I Option -II Option -III (40% of Face value) Option -III (40% of Face value) Option -III (20% of Face value) Total Total Secured Loans (A+B+C+D+E+F+G)

15,754.47 6,254.36 7,872.34 7,872.34 3,936.17 41,689.68 1,516,937.59

01.06.2015 01.06.2017 01.06.2013 01.06.2014 01.06.2015

Notes: Security a. b. c. Loans/CC aggregating to Rs. 1,041,613.12 Lacs are secured by specific assets covered under hypothecation loan agreements. Loans aggregating to Rs. 36.08 Lacs are secured by Vehicles. Redeemable Non convertible Debentures aggregating to Rs. 220,813.98 Lacs are secured by equitable mortgage of title deeds of immovable property, secured by charge on fixed assets and hypothecation loan agreements.

F187

Shriram Transport Finance Company Limited Annexure IX Secured Loans d. Redeemable Non convertible Debentures aggregating to Rs. 137,474.41 Lacs are secured by equitable mortgage of title deeds of immovable property and secured by specific assets covered under hypothecation loan agreements. Privately Placed Redeemable Non convertible Debentures aggregating to Rs. 117,000.00 Lacs are secured by equitable mortgage of title deeds of immovable property and specific assets covered under hypothecation loan agreements.

e.

Terms as regards Interest/Pre-payment: a. The Fixed Interest bearing Loans/CC/Non-convertible debentures aggregate to Rs. 769,795.00 Lacs and the floating interest bearing Loans/CC/Non-convertible debentures aggregate to Rs. 747,142.59 Lacs. Out of fixed interest bearing loans Rs. 28,036.28 Lacs are hedged. Out of the above, Loans/CC/Non-convertible debentures aggregating to Rs. 269,910.04 Lacs have an interest reset option. Loans/CC/Non-convertible debentures aggregating to Rs. 554,118.64 Lacs have a Pre-payment option upon payment of stipulated charges. Loans/Non-convertible debentures aggregating to Rs. 47,141.94 Lacs have a Pre-payment option without payment of charges.

b. c. d.

Redeemable Non convertible Debentures issued under NCD Public Issue 2009 Option III and IV aggregating to Rs. 12,696.63 lacs have both Call & Put option after 48 months from date of allotment. Redeemable Non convertible Debentures issued under NCD Public Issue 2010 Option I aggregating to Rs. 15,754.47 lacs and Option II aggregating to Rs. 6,254.36 lacs have both Call & Put option after 36 months and 60 months respectively after date of allotment. Privately Placed Redeemable Non convertible Debentures aggregating to Rs. 2,500.00 Lacs have Put option. Privately Placed Redeemable Non convertible Debentures - retail aggregating to Rs. 8,161.48 Lacs have Put option and Rs. 220,813.98 Lacs have Call option. Loans aggregating to Rs. 59,375.00 Lacs have Put call option. The bankers have a right to appoint a nominee director in case of loans/CC aggregating to Rs. 92,789.94 Lacs. The bankers have a right to convert debt into equity in case of default by the company for loan aggregating to Rs. 9,333.19 Lacs. The Redeemable Non Convertible Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the company. The company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the company. Subject to the provisions of The Companies Act, 1956, where the company has fully redeemed or repurchased any Secured NCD(s), the company shall have the right to keep such Secured NCDs in effect without extinguishment thereof, for the purpose of resale or reissue.

5 6

7 8 9

10

11

12

F188

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 1,000.00 1,500.00 1,000.00 1,500.00 1,500.00 1,500.00 1,350.00 1,000.00 1,000.00 150.00 1,000.00 1,000.00 810.00 490.00 200.00 2,250.00 1,000.00 750.00 300.00 200.00 100.00 100.00 60.00 50.00 40.00 30.00 30.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Oriental Bank of Commerce UTI - Monthly Income Scheme UTI-Unit Linked Insurance Plan Bank of India Bank of India Reliance Capital Trustee Company Limited-A/C Reliance Dual Advantage Fixed Tenure Fund Plan B BNP Paribas Bond Fund Reliance Capital Trustee Company Limited A/C Reliance Monthly Income Plan BNP Paribas Money Plus Fund BNP Paribas Monthly Income Plan UCO Bank Reliance Capital Trustee Company Limited-A/C Reliance Dual Advantage Fixed Tenure Fund Plan B BNP Paribas Bond Fund BNP Paribas Flexi Debt Fund BNP Paribas Money Plus Fund HVPNL Employees Pension Fund Trust Food Corporation of India CPF Trust HVPNL Employees Provident Fund Trust Gas Authority of India Limited Employees Provident Fund Trust The Jammu And Kashmir Bank Employees Provident Fund Trust GAIL Employees Superannuation Benefit Fund Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Asbestos Cement Limited Employees Provident Fund GAIL (India) Limited Employees Death-CumSuperannuation Gratuity Scheme Provident Fund of Mangalore Refinery And Petrochemicals Limited Mother Dairy Employees Provident Fund Trust GSFC Limited - Fibre Unit Employees Provident fund Trust

30-Nov-07 29-Jan-08 29-Jan-08 1-Feb-08 17-Mar-08 24-Mar-08 24-Mar-08 24-Mar-08 24-Mar-08 24-Mar-08 27-Mar-08 2-May-08 2-May-08 2-May-08 2-May-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08
F189

1,000.00 1,500.00 1,000.00 1,500.00 1,500.00 1,500.00 1,350.00 1,000.00 1,000.00 150.00 1,000.00 1,000.00 810.00 490.00 200.00 2,250.00 1,000.00 750.00 300.00 200.00 100.00 100.00 60.00 50.00 40.00 30.00 30.00

Bullet 31-May-13 Bullet 29-Jul-13 Bullet 29-Jul-13 Bullet 01-May-13 Bullet 17-Sep-13 Bullet 24-Jun-13 Bullet 24-Jun-13 Bullet 24-Jun-13 Bullet 24-Jun-13 Bullet 24-Jun-13 Bullet 27-Jun-13 Bullet 03-Oct-13 Bullet 03-Oct-13 Bullet 03-Oct-13 Bullet 03-Oct-13 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 30.00 20.00 10.00 10.00 10.00 10.00 2,000.00 1,000.00 1,500.00 5,000.00 10.00 2,000.00 2,000.00 500.00 200.00 100.00 100.00 50.00 13.00 5.00 5.00 5.00 5.00 4.00 4.00 2.00 2.00 2.00 1.00 1.00 1.00 300.00 100.00 100.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Trustees Provident Fund of The Employees of The Ugar Sugar Works Limited British High Commission India Staff Provident fund L And T Niro Staff Provident Fund Alembic Limited Provident Fund Trust Atlas Cycle Industries Provident Fund Trust Lubrizol India Limited Employees Provident Fund Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust Delhi Development Authority Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust UCO Bank Jacobs H And G Private Limited Employees Provident Fund Bank of Maharashtra Bank of Baroda The Indian Iron And Steel Co Limited Provident Institution Durgapur Steel Plant Provident Fund Ashok Leyland Senior Executives Provident Fund Rameshwara Jute Mills Workers Provident Fund Trust Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Shivani Kumar Russell Reynolds Associates India Employees Provident Fund Frank Ross Limited Employees' Provident Fund D S Savant And Sons Employees Provident Fund Paushak Limited Provident Fund AFCO Fincon Private Limited Rai And Sons Private Limited Employees Provident Fund Mehta And Padamsey Private Limited Employees Provident Fund Mehta And Padamsey Surveyors Private Limited Staff Provident Fund Hirabai Vithaldas Shubh Trust The Metal Rolling Works Limited Employees Educational Welfare Trust Sarvodaya Welfare Trust Hakamchand Vakhatram Philanthropic Trust Bangiya Gramin Vikash Bank Life Insurance Corporation of India Karnataka Power Corporation Limited Employee Contributory Provident Fund Trust

4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 4-Aug-08 5-Nov-08 5-Nov-08 7-Nov-08 26-Nov-08 26-Nov-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 11-Dec-08 15-Dec-08 23-Dec-08 23-Dec-08

30.00 20.00 10.00 10.00 10.00 10.00 2,000.00 1,000.00 1,500.00 5,000.00 10.00 2,000.00 2,000.00 500.00 200.00 100.00 100.00 50.00 13.00 5.00 5.00 5.00 5.00 4.00 4.00 2.00 2.00 2.00 1.00 1.00 1.00 300.00 100.00 100.00

Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 04-Aug-18 Bullet 05-Nov-18 Bullet 05-Nov-18 Bullet 07-Nov-18 Bullet 26-Feb-14 Bullet 26-Feb-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 11-Dec-14 Bullet 15-Mar-14 Bullet 23-Mar-14 Bullet 23-Mar-14

F190

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 30.00 7.00 4.00 500.00 2,000.00 500.00 1,300.00 500.00 200.00 179.00 100.00 100.00 27.00 15.00 10.00 10.00 10.00 10.00 7.00 7.00 7.00 6.00 6.00 5.00 1.00 1,920.00 1,000.00 600.00 440.00 300.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Maihar Cement Employees Provident Fund Century Textiles And Industries Limited (Cement Divisions) Superannuation Fund Manikgarh Cement Employees Superannuation Welfare Trust LIC of India - Gratuity Plus Bank of India Air- India Employees Provident Fund Hero Honda Motors Limited The Indian Iron And Steel Co Limited Provident Institution Durgapur Steel Plant Provident Fund RKM Provident Fund Rameshwara Jute Mills Workers Provident Fund Trust Radha Govind Samiti Megna Jute Mills Provident Fund L And T (Kansbahal) Staff And Workmen Provident Fund Hakamchand Vakhatram Philanthropic Trust Snehal Baid Bijay Singh Baid Sanjay Kumar Baid Wander Limited Employees Provident Fund Ramprakash Podar Charitable Trust Orient Ceramics Provident Fund Institution Burns Philp India Private Limited Employees Provident Fund L And T (Kansbahal) Officers And Supervisory Staff Provident Fund Eskaps (India) Private Limited Employees Providend Fund Mehta And Padamsey Private Limited Employees Provident Fund ICICI Bank Limited Jai Corp Limited Kotak Mahindra Trustee Co Limited A/C Kotak Credit Opportunities Fund Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust Kotak Mahindra Trustee Co Limited- A/C Kotak Monthly Income Plan

29-Dec-08 29-Dec-08 29-Dec-08 17-Jan-09 2-Apr-09 2-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 18-Apr-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09

30.00 7.00 4.00 500.00 2,000.00 500.00 1,300.00 500.00 200.00 179.00 100.00 100.00 27.00 15.00 10.00 10.00 10.00 10.00 7.00 7.00 7.00 6.00 6.00 5.00 1.00 1,920.00 1,000.00 600.00 440.00 300.00

Bullet 29-Dec-18 Bullet 29-Dec-18 Bullet 29-Dec-18 Bullet 17-Apr-14 Bullet 02-Jul-14 Bullet 02-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 18-Jul-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14

F191

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 150.00 100.00 100.00 30.00 30.00 20.00 20.00 15.00 15.00 15.00 10.00 10.00 10.00 10.00 3,500.00 1,310.00 1,000.00 1,000.00 600.00 500.00 500.00 500.00 497.00 200.00 160.00 55.00 50.00 30.00 30.00 25.00 15.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Abn Amro Bank N V Employees' Provident Fund Kotak Mahindra Trustee Company Limited A/C. Kotak Mahindra Bond Short Term Plan Aradhana Investments Limited Cheviot Agro Industries Limited Pravin Shripad Bhalerao R S R Mohota Spg And Wvg Mills Limited Employees Provident Fund Trust Hinganghat Sunderdevi Baid Bela Anil Dalal Meenakshi Baid Aditya Share Dealings And Trading Private Limited Cheviot Company Limited Employees Gratuity Trust Fund Amrish A Dalal Bijay Singh Baid Ganpati Share Cap Private Limited Bajaj Allianz Life Insurance Company Limited NPS Trust- A/C LIC Pension Fund Scheme - Central Government Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela Food Corporation of India CPF Trust Air- India Employees Provident Fund Best Location Properties Private Limited Allahabad Bank United India Insurance Company Limited Employees Gratuity Fund NPS Trust- A/C SBI Pension Fund Scheme - State Government NPS Trust- A/C LIC Pension Fund Scheme - State Government Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Sprism Investment Services P Limited Sushilkumar N Trivedi Ashok Leyland Employees Hosur Provident Fund Trust Centre For Development of Telematics Employees Provident Fund Trust Uma Narayana Moorthy P Anusha

15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09

150.00 100.00 100.00 30.00 30.00 20.00 20.00 15.00 15.00 15.00 10.00 10.00 10.00 10.00 3,500.00 1,310.00 1,000.00 1,000.00 600.00 500.00 500.00 500.00 497.00 200.00 160.00 55.00 50.00 30.00 30.00 25.00 15.00

Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15

F192

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 10.00 5.00 3.00 3.00 3.00 2.00 2.00 2,000.00 500.00 400.00 500.00 500.00 400.00 300.00 200.00 50.00 25.00 20.00 20.00 10.00 10.00 10.00 10.00 9.00 8.00 8.00 5.00 5.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted The Municipal Co-Op Bank Employee Provident Fund Kala Gopalakrishnan Humphreys And Glasgow Directors Superannuation Fund NPS Trust- A/C SBI Pension Fund Scheme C - Tier I Orient Ceramics Provident Fund Institution R A Nariman And Co Limited Employees Provident Fund Trust Abdullah Hakimuddin Poonawala United India Insurance Company Limited Bank of India Provident Fund Air- India Employees Provident Fund The Kalyan Janata Sahakari Bank Limited The Zoroastrian Co-Operative Bank Limited The Jammu And Kashmir Bank Employee Pension Fund Trust Engineers India Limited Employees Provident Fund The Jammu And Kashmir Bank Employees Provident Fund Trust NIIT Limited Employees Provident Fund Trust Pune Zilla Madhyawarti Sahakari Bank Maryadit Provident Fund GHCL Officers Provident Fund Trust Bharatiya Vidya Bhavan Staff Contributory Provident Fund Hooghly Docking Works Provident Fund The National Peroxide Limited Employees Gratuity Fund Intervet India Private Limited Employees Provident Fund Trust A V George Group Employees Provident Fund ( Trustees ) The Board of Trustees IPIRTIECPF Industrial Jewels Private Limited Provident Fund Darashaw & Company Private Limited Spintex Private Limited Swan Silk Limited Employees Provident Fund Trust

27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 27-Oct-09 31-Oct-09 31-Oct-09 31-Oct-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09 24-Nov-09

10.00 5.00 3.00 3.00 3.00 2.00 2.00 2,000.00 500.00 400.00 500.00 500.00 400.00 300.00 200.00 50.00 25.00 20.00 20.00 10.00 10.00 10.00 10.00 9.00 8.00 8.00 5.00 5.00

Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 27-Jan-15 Bullet 31-Oct-19 Bullet 31-Oct-19 Bullet 31-Oct-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19

F193

Shriram Transport Finance Company Limited Annexure X Unsecured Loans ( Rs in Lacs ) Particulars Date of Allotment Disbursed Amount As at March 31, 2011 5.00 4.00 1.00 Repayment Terms

Privately Placed Subordinated debts -quoted Empire Industries Limited Garlick Engineering Staff Provident Fund Aditya Vikram Saria Trustees The Provident Fund of The Board of Management of The Bombay Properties of The Indian Institute of Science Nokia India Employees Provident Fund Youth Development Co Op Bank Limited Kolhapur Trustees Hind Lamps Employees Provident Fund ( Exempted Employees ) Pawan Agarwal Pankaj Agarwal Central Board of Irrigation And Power Provident Fund Trust Preeti Agarwal East Commercial Private. Limited Guljit Chaudhri S Raja Orient Ceramics Provident Fund Institution Securities Trading Corporation of India Limited Associated Capsules Private Limited Allbank Finance Limited Keki Minoo Mistry Samar Sharad Chauhan Mathrubhumi Employees Superannuation Fund Virendra Ratilal Sangharajka Ritu Modani Usha Modani Anu Khattar Shriram Life Insurance Company Limited Shriram Life Insurance Co Limited - Preserver Army Group Insurance Fund Trustees Union Bank of India Employees Provident Fund Tamilnad Mercantile Bank Limited NPS Trust- A/C SBI Pension Fund Scheme - Central Government NPS Trust- A/C LIC Pension Fund Scheme - Central Government Air- India Employees Provident Fund Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust

24-Nov-09 24-Nov-09 24-Nov-09

5.00 4.00 1.00

Bullet 22-Nov-19 Bullet 22-Nov-19 Bullet 22-Nov-19

31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 6-Jan-10 6-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10

110.00 100.00 100.00 40.00 40.00 20.00 20.00 10.00 10.00 5.00 4.00 3,920.00 100.00 100.00 30.00 30.00 10.00 5.00 3.00 2.00 1.00 230.00 70.00 1,500.00 1,000.00 1,000.00 500.00 500.00 200.00 70.00

110.00 100.00 100.00 40.00 40.00 20.00 20.00 10.00 10.00 5.00 4.00 3,920.00 100.00 100.00 30.00 30.00 10.00 5.00 3.00 2.00 1.00 230.00 70.00 1,500.00 1,000.00 1,000.00 500.00 500.00 200.00 70.00

Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 31-Dec-19 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 30-Jun-15 Bullet 06-Jul-15 Bullet 06-Jul-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15

F194

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 50.00 32.00 31.00 27.00 25.00 21.00 10.00 10.00 10.00 10.00 3.00 1.00 1,000.00 200.00 117.00 90.00 50.00 24.00 10.00 5.00 4.00 700.00 145.00 50.00 3.00 2.00 870.00 500.00 250.00 200.00 80.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted The Lakshmi Vilas Bank Limited Employees Provident Fund Sheela Ashwin Chiniwalla Asha Sharad Chauhan Sheela Chiniwalla Sharad Pitamber Chauhan NPS Trust- A/C ICICI Prudential Pension Fund Scheme C - Tier I NPS Trust- A/C ICICI Prudential Pension Fund Scheme C - Tier II Pranav Bajoria Priyanka S Bajoria Kailash Kumar Gupta Industrial Jewels Private Limited Provident Fund R A Nariman And Company Limited Employees Provident Fund Trust Bank of Maharashtra Food Corporation of India CPF Trust NPS Trust- A/C LIC Pension Fund Scheme - Central Government Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Colgate- Palmolive (India) Limited Provident Fund Ashok Leyland Employees Hosur Provident Fund Trust Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust Deys Medical Stores Mfg.(UP) Limited Provident Fund The Municipal Co-Operative Bank Employee Provident Fund Air- India Employees Provident Fund Shree Vardhaman Sahakari Bank Limited Loknete Dattaji Patil Sahkari Bank Limited Lasalgaon Huntsman Advanced Materials ( India ) Private Limited employees Gratuity Fund Petro Araldite Private Limited Employees Provident Fund United India Insurance Company Limited Employees Provident Fund Bank of India Provident Fund The Kalyan Janata Sahakari Bank Limited Model Co-Operative Bank Limited Provident Fund of Mangalore Refinery And Petrochemicals Limited

18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 18-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 22-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10

50.00 32.00 31.00 27.00 25.00 21.00 10.00 10.00 10.00 10.00 3.00 1.00 1,000.00 200.00 117.00 90.00 50.00 24.00 10.00 5.00 4.00 700.00 145.00 50.00 3.00 2.00 870.00 500.00 250.00 200.00 80.00

Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 18-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 22-Apr-15 Bullet 29-Jan-20 Bullet 29-Jan-20 Bullet 29-Jan-20 Bullet 29-Jan-20 Bullet 29-Jan-20 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15

F195

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 70.00 50.00 25.00 10.00 10.00 4.00 2.00 1.00 1.00 100.00 2,100.00 1,300.00 1,100.00 500.00 1,500.00 1,000.00 2,000.00 1,480.00 500.00 350.00 200.00 100.00 100.00 100.00 50.00 30.00 30.00 30.00 10.00 10.00 10.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted The Jain Sahakari Bank Limited Nandlal Pribhdas Tolani Cutler Hammer Provident Fund Trust ICB Limited Employees Provident Fund Prem Subramaniam Industrial Jewels Private Limited Provident Fund Hema Parameswaran Vijaya R K T P Viswanathan Lotus Beauty Care Products Private Limited Kotak Mahindra Trustee Company Limited A/C Kotak flexi Debt Scheme Kotak Mahindra Trustee Co Limited A/C Kotak Credit Opportunities Fund Kotak Mahindra Trustee Co Limited- A/C Kotak Monthly Income Plan Kotak Mahindra Trustee Company Limited A/C. Kotak Mahindra Bond Short Term Plan Bajaj Allianz Life Insurance Company Limited Bajaj Allianz General Insurance Company Limited Infrastructure Development Finance Company Limited NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government Board of Trustees For Bokaro Steel Employees Provident Fund The Oriental Insurance Company Limited Provident Fund RKM Provident Fund HUDCO Employees C P F Trust Engineers India Limited Employees Provident Fund The Rami Investments Private Limited Power Finance Corporation Limited Employees Provident Fund The India Cements Employees Provident Fund M R Rajaram Maihar Cement Employees Provident Fund Garodia Traxim Private Limited Vrajlal P Babaria Charitable Trust Hemakshi Mahesh Shah

29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 29-Jan-10 15-Feb-10 29-Mar-10 29-Mar-10 29-Mar-10 29-Mar-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10

70.00 50.00 25.00 10.00 10.00 4.00 2.00 1.00 1.00 100.00 2,100.00 1,300.00 1,100.00 500.00 1,500.00 1,000.00 2,000.00 1,480.00 500.00 350.00 200.00 100.00 100.00 100.00 50.00 30.00 30.00 30.00 10.00 10.00 10.00

Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 15-Feb-20 Bullet 29-Sep-15 Bullet 29-Sep-15 Bullet 29-Sep-15 Bullet 29-Sep-15 Bullet 19-Apr-16 Bullet 19-Apr-16 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20

F196

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 1,000.00 500.00 500.00 500.00 7,500.00 6,200.00 2,500.00 1,700.00 600.00 500.00 400.00 300.00 300.00 1,000.00 969.00 500.00 30.00 1.00 2,000.00 500.00 400.00 300.00 200.00 100.00 100.00 100.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela Rasoi Limited United India Insurance Company Limited Board of Trustees For Bokaro Steel Employees Provident Fund Welspun Corp Limited NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government Infrastructure Development Finance Company Limited ICICI Bank Limited NPS Trust- A/C LIC Pension Fund Scheme - State Government Jharkhand Gramin Bank NPS Trust- A/C LIC Pension Fund Scheme - Central Government British High Commission India Staff Provident fund NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Government NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government NPS Trust- A/C SBI Pension Fund Scheme - State Government NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Government NPS Trust- A/C SBI Pension Fund Scheme C - Tier I NPS Trust- A/C SBI Pension Fund Scheme C - Tier II Bank of India Provident Fund Jharkhand Gramin Bank Indian Oil Corporation Limited (Assam Oil Division) Employees Provident Fund Nagpur Nagarik Sahakari Bank Limited Board of Trustees For Bokaro Steel Employees Provident Fund Sulaimani Co- Operative Bank Limited Arvind Sahakari Bank Limited Nokia India Employees Provident Fund

19-Apr-10 19-Apr-10 19-Apr-10 19-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 20-Apr-10 26-Apr-10 26-Apr-10 26-Apr-10 26-Apr-10 26-Apr-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10

1,000.00 500.00 500.00 500.00 7,500.00 6,200.00 2,500.00 1,700.00 600.00 500.00 400.00 300.00 300.00 1,000.00 969.00 500.00 30.00 1.00 2,000.00 500.00 400.00 300.00 200.00 100.00 100.00 100.00

Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 19-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 20-Apr-20 Bullet 26-Jul-15 Bullet 26-Jul-15 Bullet 26-Jul-15 Bullet 26-Jul-15 Bullet 26-Jul-15 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20

F197

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 50.00 50.00 50.00 40.00 37.00 30.00 30.00 30.00 30.00 30.00 28.00 25.00 24.00 20.00 20.00 20.00 20.00 15.00 14.00 12.00 11.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Madras Fertilizers Limited Employees Contributory Provident Fund Punjab State Warehousing Corporation Employee Provident Fund Jagatjit Cotton Textile Mills Limited Provident Fund Trust NIIT Technologies Limited Employees Provident Fund Trust Hindustan Electro Graphites Officers Contributory Provident Fund Trust Andhra Pradesh State Road Transport Corporation Employees Deposit Linked Insurance Fund Preeti Agarwal Reena Pawan Agarwal Maihar Cement Employees Provident Fund Shikha Sawhney Nitya Daga Taurus Asset Management Company Limited MMTC Limited CPF Trust Suman Bansi Dhar M R Rajaram Amar Ujala Publications Limited Employees Provident Fund Trust Escorts Heart Institute And Research Centre Employees Provident Fund Trust Noshir Faramji Tankariwala Arya Offshore Services Private Limited Employees Provident Fund Rajesh Bhikhubhai Shah The Champdany Jute Company Limited Gratuity Fund RHC Holding Employees Provident Fund Trust Dempo Mining Corporation Private Limited Employees Provident Fund BPCL Employees Provident Fund Trust Ashok Leyland Employees Bhandara Provident Fund Trust Paharpur Cooling Towers Officers Provident Fund Burns Philp India Private Limited Employees Provident Fund Superhouse Leathers Limited Employees Provident Fund Trust

3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10

50.00 50.00 50.00 40.00 37.00 30.00 30.00 30.00 30.00 30.00 28.00 25.00 24.00 20.00 20.00 20.00 20.00 15.00 14.00 12.00 11.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00

Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20

F198

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 10.00 10.00 10.00 10.00 10.00 10.00 10.00 8.00 8.00 7.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1,500.00 500.00 200.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Ion Exchange (India) Limited's Provident Institution Lubrizol India Limited Employees Provident Fund Lawrence And Mayo (I) Private Limited Staff Provident Fund Krishna Murari Poddar The Ashok Hotel Employees Provident Fund Trust Raghuram Iyer Mataji Melan Devi Society (Regd.) Neelam Jolly Sangeeta Pareekh Bijni Dooars Employees Gratuity Fund Prithvi Raj Khanna L And T Niro Staff Provident Fund Eastern Dooars Employees Gratuity Fund Turner Morrison Officers Provident Fund Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust Kali Kripa Agro Investments Private Limited Shanti Prakash Goyal Industrial Jewels Private Limited Provident Fund Lily Commercial Private Limited Vin Vish Corporation Private Limited Employees Provident Fund Trust The Ganges Manufacturing Company Limited Employees Provident Fund (Compulsory) Scheme Gentech Chemicals Private Limited Ratan Griha Nirman Private Limited Munish Daga Dilipkumar Chandrashankar Trivedi Super Wares Private Limited Divine Investments Private Limited Quick Lithographers Private Limited Mcleod And Company Limited's Provident Fund ''A'' The Champdany Jute Company Limited Superannuation Fund Peekay Alkalies Private Limited Shriram Life Insurance Company Limited United Bank of India United India Insurance Company Limited Employees Provident Fund

3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10 3-May-10

10.00 10.00 10.00 10.00 10.00 10.00 10.00 8.00 8.00 7.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1,500.00 500.00 200.00

Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-16 Bullet 03-May-16 Bullet 03-May-16

F199

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 200.00 100.00 2,500.00 500.00 500.00 500.00 500.00 200.00 33.00 30.00 25.00 20.00 15.00 15.00 15.00 10.00 10.00 8.00 8.00 6.00 5.00 5.00 5.00 5.00 5.00 4.00 4.00 3.00 3.00 3.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Wallace Flour Mills Company Private Limited The Lakshmi Vilas Bank Limited Employees Gratuity Fund Tata Capital Limited Army Group Insurance Fund Board of Trustees For Bokaro Steel Employees Provident Fund NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Government The Mogaveera Co - Operative Bank Limited Ranjan Kishor Shroff Sherry Dhanju Batliwala Sukeshi Sharad Sheth Goa Carbon Limited Employees Provident Fund Trust K Jagannatha Rao Jacobs H And G Private Limited Employees Provident Fund St Pauls School ILTI Excluded Employees Provident Fund Trust Dharmesh V Adnani Arya Offshore Services Private Limited Employees Provident Fund AFCO Fincon Private Limited Orient Ceramics Provident Fund Institution Dipika Dilip Modi Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust Ashok Leyland Employees Alwar Provident Fund Deys Medical Stores Mfg.(UP) Limited Provident Fund Dilipkumar Chandrashankar Trivedi Vithaldas Hakamchand Charitable Trust Gill and Co Private Limited Employees Provident Fund Maharaja Shree Umaid Mills Limited Senior Staff Provident Fund Tribhuvandas Foundation Staff Provident Fund Trust Humphreys And Glasgow Directors Superannuation Fund

3-May-10 3-May-10 3-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10

200.00 100.00 2,500.00 500.00 500.00 500.00 500.00 200.00 33.00 30.00 25.00 20.00 15.00 15.00 15.00 10.00 10.00 8.00 8.00 6.00 5.00 5.00 5.00 5.00 5.00 4.00 4.00 3.00 3.00 3.00

Bullet 03-May-16 Bullet 03-May-16 Bullet 03-May-16 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20

F200

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 3.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1,000.00 1,000.00 500.00 1,500.00 1,000.00 500.00 500.00 500.00 400.00 300.00 60.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted The Metal Rolling Works Limited Employees Educational Welfare Trust Vrajlal P Babaria Charitable Trust Leena Jeewan Shri Zalawad Jain Swetamber Murtipujak Mandal Sion-Matunga-Dadar-Wadala Sri Sathya Sai Institute of Higher Medical Sciences PG Employees Gratuity Fund Trust The Metal Rolling Works Limited Employees Medical Welfare Trust D S Savant And Sons Employees Provident Fund Narayan Purushottam Gokhale Jain Jagruti Centre Central Board Charitable Trust Puttur Narayanarao Girish Rao Kirti Karmarkar Anand Narendra R Patil Dipika Jitendrabhai Patel Ajay Bangur National Refinery Private Limited Employees Gratuity Fund. Vin Vish Corporation Private Limited Employees Provident Fund Trust National Refinery Private.Limited Employees (Workmen At 87,Tardeo Road) Provident Fund. Hakamchand Vakhatram Philanthropic Trust Mangubai Gokaldas Charitable Trust Hirabai Vithaldas Shubh Trust Ashwini Abhijit Khade Union Bank of India (Employees') Pension Fund HDFC Ergo General Insurance Company Limited The Lakshmi Vilas Bank Limited Bank of India (Employees) Pension Fund United India Insurance Company Limited The Nainital Bank Limited Dombivli Nagari Sahakari Bank Limited Intrasoft Technologies Limited A P S R T C Employees Provident Fund Trust The Jalgaon Peoples Coop Bank Limited Shriram Life Insurance Company Limited

10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10

3.00 3.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1,000.00 1,000.00 500.00 1,500.00 1,000.00 500.00 500.00 500.00 400.00 300.00 60.00

Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 28-May-16 Bullet 28-May-16 Bullet 28-May-16 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20

F201

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 40.00 40.00 30.00 30.00 30.00 20.00 10.00 10.00 10.00 10.00 10.00 1,000.00 1,000.00 500.00 2,000.00 1,000.00 500.00 500.00 500.00 500.00 7,000.00 6,500.00 5,000.00 5,000.00 2,500.00 2,500.00 2,500.00 2,000.00 1,500.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Shriram Life Insurance Company Limited - Balancer Jacobs H And G Limited Employees Gratuity Fund Shriram Life Insurance Company Limited - Preserver Mangalore Refinery And Petrochemicals Limited Gratuity Fund Centre For Development of Telematics Employees Provident Fund Trust Shriram Life Insurance Company Limited Industrial Jewels Private Limited Provident Fund Wander Limited Employees Provident Fund Renu Jain Hirojirao Ramrao Patankar Issal Superannuation Fund United India Insurance Company Limited Infrastructure Development Finance Company Limited Board of Trustees For Bokaro Steel Employees Provident Fund Syndicate Bank NPS Trust- A/C SBI Pension Fund Scheme - Central Government Nuclear Power Corporation of India Limited Employees Provident Fund Army Group Insurance Fund United India Insurance Company Limited Employees Provident Fund Indian Overseas Bank Staff Provident Fund UTI- Balanced Fund UTI Dynamic Bond Fund UTI-Unit Linked Insurance Plan UTI - Retirement Benefit Pension Fund UTI-MIS-Advantage Plan UTI - Childrens Career Balanced Plan UTI - Treasury Advantage Fund UTI-Mahila Unit Scheme UTI Short Term Income Fund

28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 28-May-10 4-Jun-10 4-Jun-10 4-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 14-Jun-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10 24-Aug-10

40.00 40.00 30.00 30.00 30.00 20.00 10.00 10.00 10.00 10.00 10.00 1,000.00 1,000.00 500.00 2,000.00 1,000.00 500.00 500.00 500.00 500.00 7,000.00 6,500.00 5,000.00 5,000.00 2,500.00 2,500.00 2,500.00 2,000.00 1,500.00

Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 28-May-20 Bullet 04-Jun-20 Bullet 04-Jun-20 Bullet 04-Jun-20 Bullet 14-Sep-15 Bullet 14-Sep-15 Bullet 14-Sep-15 Bullet 14-Sep-15 Bullet 14-Sep-15 Bullet 14-Sep-15 Bullet 24-Aug-15 Bullet 24-Aug-15 Bullet 24-Aug-15 Bullet 24-Aug-15 Bullet 24-Aug-15 Bullet 24-Aug-15 Bullet 24-Aug-15 Bullet 24-Aug-15 Bullet 24-Aug-15

F202

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 500.00 1,800.00 600.00 70.00 50.00 50.00 50.00 50.00 40.00 40.00 30.00 20.00 20.00 20.00 20.00 10.00 10.00 10.00 10.00 10.00 10.00 1,000.00 500.00 450.00 200.00 100.00 100.00 80.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela The Barnagore Jute Factory Company Limited Employees Provident Fund British High Commission India Staff Provident fund Sail RMD Establishment And Administrative Offices Employees Provident Fund The Thane District Central Co -Operative Bank Staff Provident Fund Jagatjit Cotton Textile Mills Limited Provident Fund Trust The Tribune Employee's Provident Fund Trust The Ashok Hotel Employees Provident Fund Trust Genius Consultants Employees Provident Fund Ujjwal Suri Madhukar P Choksi The Champdany Jute Company Limited Gratuity Fund Pawan Kumar Roongta Sona Koyo Steering Systems Limited Employees Provident Fund Trust Mahabir Prasad Roongta The Assam Company India Limited Management Staff Provident Fund Mount Shivalik Breweries Limited Employees Provident Fund Trust Henry Arthur Sydney Ledlie Holcim Services South Asia Employees Provident Fund Hooghly District Central Co-Operative Bank Limited A P S R T C Employees Provident Fund Trust NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Government Indian Mercantile Co Operative Bank Limited Rajma Projects Private Limited Ultratech Cemco Provident Fund NIIT Technologies Limited Employees Provident Fund Trust 24-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 30-Aug-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 9-Sep-10 500.00 1,800.00 600.00 70.00 50.00 50.00 50.00 50.00 40.00 40.00 30.00 20.00 20.00 20.00 20.00 10.00 10.00 10.00 10.00 10.00 10.00 1,000.00 500.00 450.00 200.00 100.00 100.00 80.00 Bullet 24-Aug-15 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 30-Aug-25 Bullet 09-Sep-25 Bullet 09-Sep-25 Bullet 09-Sep-25 Bullet 09-Sep-25 Bullet 09-Sep-25 Bullet 09-Sep-25 Bullet 09-Sep-25

F203

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Particulars Date of Allotment Disbursed Amount As at March 31, 2011 60.00 10.00 22,500.00 2,300.00 200.00 2,000.00 300.00 10.00 15.00 20.00 140.00 20.00 10.00 2.00 1.00 1.00 10.00 280.00 4.00 3.00 5.00 5.00 3.00 3.00 4.00 200.00 2,500.00 210,317.00 ( Rs in Lacs ) Repayment Terms

Privately Placed Subordinated debts -quoted Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust Shilpa Taneja Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO) Indian Overseas Bank Deutsche Bank International Asia - Debt Fund Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust Board of Trustees For Bokaro Steel Employees Provident Fund Anil Vipin Dalal HUF Nikhil Anil Dalal Jagdish Rani Basur Balkash Exim Private Limited Desai Amit Sumanlal HUF Manju Pande Avinash Chandra Sangal Jayaramaiah G Jaipur Finance Provident Fund Priti Viral Parekh Hindustan Composites Limited Rajesh Prabhakar Pathare Rajesh Prabhakar Pathare Amita Ambarbhai Patel Hemal Ambar Patel Pramod Vamanrao Bhavsar National Refinery Private Limited Employees(Workmen) Provident Fund National Refinery Private Limited Employees (Staff) Provident Fund Akshay Kumar Bhatia Kotak Mahindra Bank Limited TOTAL

9-Sep-10 9-Sep-10 13-Sep-10 13-Sep-10 13-Sep-10 15-Oct-10 15-Oct-10 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 15-Jul-09 31-Dec-09 29-Jan-10 29-Jan-10 3-May-10 3-May-10 3-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 10-May-10 15-Oct-10 31-Mar-11

60.00 10.00 22,500.00 2,300.00 200.00 2,000.00 300.00 10.00 15.00 20.00 140.00 20.00 10.00 2.00 1.00 1.00 10.00 280.00 4.00 3.00 5.00 5.00 3.00 3.00 4.00 200.00 2,500.00 210,317.00

Bullet 09-Sep-25 Bullet 09-Sep-25 Bullet 13-Sep-17 Bullet 13-Sep-17 Bullet 13-Sep-17 Bullet 15-Oct-28 Bullet 15-Oct-28 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 10-Oct-14 Bullet 31-Dec-19 Bullet 29-Jul-15 Bullet 29-Jul-15 Bullet 03-May-20 Bullet 03-May-20 Bullet 03-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 10-May-20 Bullet 15-Oct-28 Bullet 31-Mar-21

F204

Shriram Transport Finance Company Limited Annexure X Unsecured Loans B Term Loan from Banks Particulars ( Rs in Lacs) Repayment Terms

Date of Allotment 29-Oct-09 2-Jun-10

Disbursed Amount 52,647.21 10,000.00 62,647.21

Hongkong & Shanghai Banking Corporation Limited Syndicate Bank

As at March 31, 2011 41,468.76 10,000.00

26-Jul-2010 to 26-Jun2012 Bullet 02-Jun-17

51,468.76

Term Loan from Institution Particulars

Date of Allotment 7-Apr-10

Disbursed Amount 7,000.00

As at March 31, 2011 7,000.00

( Rs in Lacs ) Repayment Terms

GE Capital TOTAL D Inter corporate Deposits Particulars 7,000.00 7,000.00

Bullet 19-Mar-12

Date of Allotment 26-Feb-08

Disbursed Amount 88.97 88.97

Shakti Finance Limited

As at March 31, 2011 1.73 1.73

( Rs in Lacs) Repayment Terms

16 Quarterly instalments

Fixed Deposits - Retail Investors

112,946.23

Subordinated Debts - Retail Investors

111,189.68

Redeemable at par over a period 12 to 60 months Redeemable at par over a period 61 to 88 months ( Rs in Lacs) Repayment Terms

Public issue of Subordinated debt of Rs. 1,000/- each (2010)-quoted Particulars

Option -IV Option -IV Option IV Option -V Total Total Unsecured Loans(A+B+C+D+E+F+G)

As at March 31, 2011 91.00 1,687.00 3,746.08 2,786.23 8,310.31 501,233.71

01.06.2017 01.03.2017 01.12.2016 01.06.2017

F205

Shriram Transport Finance Company Limited Annexure X Unsecured Loans Notes: 1 a Terms as regards Interest/Pre-payment: The Fixed Interest bearing Loans/Commercial Paper/Non-convertible debentures/Subordinated Debt/Fixed Deposit/Inter corporate Deposits aggregate to Rs. 442,264.95 Lacs and the floating interest bearing Loans/Subordinated Debts aggregate to Rs. 58,968.76 Lacs. Loans aggregating to Rs. 60,000.00 Lacs have an interest reset option. The Public Deposits may be foreclosed subject to applicable statutory and/or regulatory requirements. The company may, subject to applicable statutory and/or regulatory requirements, grant loan against the security of Public Deposits upon the terms and conditions as may be decided by the company.

b 2 3

F206

Annexure XI Shriram Transport Finance Company Limited

Consolidated Capitalization Statement ( Rs in Lacs ) Pre issue as at March 31, 2011 (Audited) As adjusted for issue *

Particulars Debt Short Term Debt

179,494.67

179,494.67

Long Term Debt

1,838,676.63

1,938,676.63

Total Share holders Fund

2,018,171.30

2,118,171.30

Share Capital Stock Option Outstanding Reserves & Surplus (Refer Annexure IV - Schedule 10) Less: Miscellaneous Expenditure

22,618.47 354.55 466,363.03 3,694.49

22,618.47 354.55 466,363.03 3,694.49

Total of Share holders Fund

485,641.56

485,641.56

Long Term Debt /Equity Ratio

3.79

3.99

* The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of Rs. 100,000 lacs from the Issue, as on March 31, 2011.

F207

Annexure XII Shriram Transport Finance Company Limited Consolidated Statement of Tax Shelter ( Rs in Lacs ) Particulars Profit as per accounting books Tax Rate Tax on Accounting Profit Permanent Differences Donation Exempt Dividend Income Disallowance u/s 14A Capital gains on sale of fixed assets Others Sub Total (A) Temporary Differences Disallowances U/s 43B Depreciation and Lease adjustments Deferred Revenue Expenses Delinquency Provision for Securitisation Provision for standard assets Others Sub Total (B) Net Adjustments (A+B) Tax Impact on Net Adjustments Total Taxation Current Tax Provision for the year 519.60 235.32 (127.71) 17,795.15 5,040.24 2,187.44 25,650.04 26,935.06 8,947.15 69,985.67 69,985.67 146.44 401.95 (2,217.22) 7,981.41 186.64 6,499.22 14,587.10 4,958.15 49,980.20 49,980.20 1,285.02 8,087.88 136.03 (2.13) 1,151.12 80.90 (874.71) 322.40 5,975.27 2,584.02 For the Year ended 31st March, 2011 183,754.10 33.22% 61,038.52 For the Year ended March 31, 2010 132,456.74 33.99% 45,022.05

Notes: 1. Profits after tax are often affected by the tax shelters which are available. 2. Some of these are of a relatively permanent nature while others may be limited in point of time. 3. Tax provisions are also affected by timing differences which can be reversed in future.

F208

Schedules forming part of Consolidated Summary Financial Statements

Annexure XIII Significant Accounting Policies (a) Basis of preparation The Consolidated financial statements relates to M/s. Shriram Transport Finance Company Limited (the Company), its subsidiary companies and associate. The Company, its subsidiary companies and associate constitute the Group. The financial statements have been prepared in conformity with generally accepted accounting principles to comply in all material respects with the notified Accounting Standards (AS) under Companies Accounting Standard Rules, 2006, as amended, the relevant provisions of the Companies Act, 1956 (the Act) and the guidelines issued by the Reserve Bank of India (RBI) as applicable to a Non Banking Finance Company (NBFC). The financial statements have been prepared under the historical cost convention on an accrual basis. (b) (i) Basis of consolidation The financial statements of the subsidiary companies and associate used in the consolidation are drawn up to the same reporting date as of the Company and are prepared based on the accounting policies consistent with those used by the Company.

The financial statements of the Group have been prepared in accordance with the Accounting Standard 21Consolidated Financial Statements and Accounting Standard 23 Accounting for investments in Associates in Consolidated Financial Statements, notified under the Companies (Accounting Standards) Rules, 2006, as amended and other generally accepted accounting principles in India. The consolidated financial statements have been prepared on the following basis : (iii) (ii) 1. The financial statements of the company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealised profits or losses have been fully eliminated. The consolidated financial statements include the share of profit / loss of the associate company which has been accounted as per the Equity method, and accordingly, the share of profit / loss of the associate company (the loss being restricted to the cost of investment) has been added to / deducted from the cost of investments. An Associate is an enterprise in which the investor has significant influence and which is neither a Subsidiary nor a Joint Venture of the Investor. The excess of cost to the Company of its investments in the subsidiary companies over its share of equity of the subsidiary companies, at the dates on which the investments in the subsidiary companies are made, is recognised as Goodwill being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investment of the Company, it is recognised as Capital Reserve and shown under the head Reserves and Surplus, in the consolidated financial statements. Minority interest, if any, in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments as stated above.

2.

3.

4.

F209

(iv) Sr. No.

The following subsidiary companies are considered in the consolidated financial statements: Name of the Subsidiary Company Country of incorporation Share of ownership interest as at March 31, 2011 Share of ownership interest as at March 31, 2010

1.

2. 3. (v ) Sr. No. 1. (c)

Shriram Asset and Equipment Finance Private Limited (From June 04, 2009 to December 14, 2009) Shriram Equipment Finance Company Limited (w.e.f. December 15, 2009) Shriram Automall India Limited (w.e.f. February 11, 2010) The details of associate company are as follows : Name of the Associate Company

India India India

100% 100%

100% 100%

Country of incorporation India

Share of ownership interest as at March 31, 2011 40.00%

Share of ownership interest as at March 31, 2010 40.00%

Shriram Asset Management Company Limited Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting year end. Although these estimates are based upon managements best knowledge of current events and actions, actual results could differ from these estimates. Any revisions to the accounting estimates are recognised prospectively in the current and future years. (d) Fixed Assets, Depreciation/Amortisation and Impairment of assets Fixed Assets Fixed assets include the assets given on operating lease. Fixed assets are stated at cost less accumulated depreciation/amortisation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Depreciation/Amortisation Depreciation/Amortisation is provided on Straight Line Method (SLM), which reflect the managements estimate of the useful lives of the respective fixed assets and are greater than or equal to the corresponding rates prescribed in Schedule XIV of the Act. The assets for which rates higher used are as follows :

F210

Particulars Windmills Computer Software

Rates (SLM) 10% 33.33%

Schedule XIV rates (SLM) 5.28% 16.21%

Windmills are amortised over the remaining life of the asset, the life of windmills are estimated to be 10 years. Leasehold improvement is amortised over the lease term subject to a maximum of 60 months. Cost relating to`Trademarks are capitalized and amortised on a straight line basis over a period of 10 years. All fixed assets individually costing Rs. 5,000 or less are fully depreciated in the year of installation. Depreciation on assets sold during the year is recognised on a pro-rata basis to the profit and loss account till the date of sale. Impairment of assets The carrying amount of assets is reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment. (e) Investments Investments intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline, other than temporary, in the value of the investments. (f) Provisioning / Write-off of assets Non performing loans are written off / provided for, as per management estimates, subject to the minimum provision required as per Non- Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Delinquencies on assets securitised are provided for based on management estimates of the historical data. Provision on standard assets is made as per the notification DNBS.PD.CC.No.207/ 03.02.002 /2010-11 issued by Reserve Bank of India for the year 2010-11. (g) Hypothecation loans Hypothecation loans are stated at the amount advanced including finance charges accrued and expenses recoverable, as reduced by the amounts received up to the balance sheet date and loans securitised.

F211

(h)

Leases Where the Group is the lessor Assets given on operating leases are included in fixed assets. Lease income is recognised in the Profit and Loss Account on a straight-line basis over the lease term. Costs, including depreciation are recognised as an expense in the Profit and Loss Account. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Profit and Loss Account. Where the Group is the lesseex Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Operating lease payments are recognised as an expense in the Profit and Loss account on a straight-line basis over the lease term.

(i)

Foreign currency translation Initial recognition Transactions in foreign currency entered into during the year are recorded at the exchange rates prevailing on the date of the transaction. Conversion Monetary assets and liabilities denominated in foreign currency are translated in to Rupees at exchange rate prevailing on the date of the Balance Sheet. Exchange differences All exchange differences are dealt with in the profit and loss account.

(j)

Inventories Inventories of vehicles are valued at cost or net realisable whichever is less after providing for obsolescence if any. Cost comprises of cost of purchase, refurbishment costs and allocated overheads incurred in bringing the inventory to their present location and condition. Cost of purchase and refurbishment is determined on specific identification basis, while the overheads are allocated as per the estimate based on expected normal activity. Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated costs necessary to make the sale.

(k)

Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Income from financing activities is recognised on the basis of internal rate of return. Income recognised and remaining unrealised after installments become overdue for six months or more in case of secured/unsecured loans and twelve months or more in case of financial lease transactions are reversed and are accounted as income when these are actually realised. Additional finance charges / additional interest are treated to accrue only on realisation, due to uncertainty of realisation and are accounted accordingly. Gains arising on securitisation/direct assignment of assets is recognised over the tenure of agreements as per guideline on securitisation of standard assets issued by RBI, loss, if any is recognised upfront. Income from services is recognised as per the terms of the contract on an accrual basis. Interest income on fixed deposits/margin money, call money (CBLO), certificate of deposits, pass through certificates, subordinate debts and treasury bills is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. Dividend is recognised as income when right to receive payment is established by the date of balance sheet. Profit/loss on the sale of investments is recognised at the time of actual sale/redemption. Income from operating lease is recognised as rentals, as accrued on straight line basis over the period of the lease. The revenue from sale of the commercial vehicles is recognized after execution of the contract to sale and delivery of the vehicle to the buyer. Income on Subvention is recognized as per the terms of contracts on accrual basis. Pre-mature Dealer payment discount is recognized as income on realisation.

i. ii.

iii. iv. v. vi.

vii. viii. ix. x.

xi. xii.

F212

(l)

Employee benefits Provident Fund All the employees of the Group are entitled to receive benefits under the Provident Fund, a defined contribution plan in which both the employee and the Group contribute monthly at a stipulated rate. The Group has no liability for future Provident Fund benefits other than its annual contribution and recognises such contributions as an expense in the year it is incurred. Gratuity The Group provides for the gratuity, a defined benefit retirement plan covering all employees. The plan provides for lump sum payments to employees upon death while in employment or on separation from employment after serving for the stipulated period mentioned under The Payment of Gratuity Act, 1972 The Group accounts for liability of future gratuity benefits based on an external actuarial valuation on projected unit credit method carried out annually for assessing liability as at the reporting date. Leave Encashment Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method as at the reporting date. Actuarial gains/losses are immediately taken to profit and loss account and are not deferred.

(m)

Income tax Tax expense comprises of current tax and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Group has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. The un-recognised deferred tax assets are re-assessed by the Group at each balance sheet date and are recognised to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realised. The carrying cost of the deferred tax assets are reviewed at each balance sheet date. The Group writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

F213

(n)

Segment reporting policies Identification of segments: The Groups operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Group operate. Unallocated items: Unallocated items include income and expenses which are not allocated to any reportable business segment. Segment Policies : The Group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Group as a whole.

(o)

Earnings per share Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

(p)

Provisions A provision is recognised when the Group has a present obligation as a result of past event; it is probable that outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(q)

Cash and cash equivalents Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand, cheques on hand, remittances in transit and short term investments with an original maturity of three months or less.

(r)

Equity shares and Debentures issue expenses Issue expenses incurred on issue of equity shares are charged on a straight line basis over a period of 10 years. Public issue expenses other than the brokerage incurred on issue of debentures are charged off on a straight line basis over the weighted average tenor of underlying debentures. The brokerage incurred on issue of debenture is treated as expenditure in the year in which it is incurred.

(s)

Ancillary cost of borrowings Ancillary cost of borrowings are charged to Profit & Loss account in the year in which they are incurred.

(t)

Employee stock compensation costs Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance Note on Accounting for Employee Share-based Payments, issued by ICAI. The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortised over the vesting period of the option on a straight line basis.

F214

2. Notes to Accounts 1. Secured Loans

a) (i) Privately placed Redeemable Non-convertible Debentures of Rs. 1,000/- each As at March 31, 2011 22,081,398 220,813.98 As at March 31, 2010 18,870,314 188,703.14

Number Amount Rs in lacs

Secured by equitable mortgage of title deeds of immovable property. Further secured by charge on plant and machinery, furniture and other fixed assets of the Company, charge on Companys hypothecation loans, other loans, advances and investments of the Company subject to prior charges created or to be created in favour of the Companys bankers, financial institutions and others. Debentures are redeemable at par over a period of 12 months to 160 months from the date of allotment depending on the terms of the agreement. The earliest date of redemption is 01.04.2011 (March 31, 2010: 01.04.2010) Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company and subject to applicable statutory and/or regulatory requirements. (ii) Privately Placed Redeemable Non-Convertible Debenture of Rs. 1,000,000/- each Amount (Rs. in lacs) Date of Allotment/renewal 05.07.2007 09.07.2007 11.07.2007 25.07.2007 25.07.2007 10.09.2007 15.10.2007 18.10.2007 19.10.2007 02.05.2008 20.06.2008 04.09.2008 08.09.2008 15.09.2008 As at March 31, 2011 15,000.00 10,000.00 As at March 31, 2010 5,000.00 7,000.00 1,000.00 10,000.00 2,500.00 2,500.00 2,000.00 3,900.00 5,000.00 15,000.00 10,000.00 10,000.00 3,000.00 1,500.00 Redeemable at par on 05.07.2010 09.07.2010 09.07.2010 25.07.2010 25.07.2010 10.09.2010 15.10.2010 18.10.2010 19.10.2010 02.05.2011 20.06.2011 04.09.2010 08.09.2010 # 15.09.2011

F215

Amount (Rs. in lacs) Date of Allotment/renewal 15.09.2008 15.09.2008 15.09.2008 16.09.2008 17.09.2008 24.09.2008 26.09.2008 26.09.2008 08.10.2008 24.10.2008 03.11.2008 26.11.2008 28.03.2009 13.04.2009 *20.04.2009 17.06.2009 30.06.2009 14.09.2009 12.10.2009 24.03.2010 25.03.2010 06.05.2010 04.05.2010 14.05.2010 28.03.2011 28.03.2011 28.03.2011 TOTAL As at March 31, 2011 1,500.00 8,000.00 30,000.00 1,000.00 5,000.00 2,500.00 12,500.00 1,500.00 2,500.00 2,500.00 20,000.00 2,400.00 2,400.00 200.00 117,000.00 As at March 31, 2010 1,500.00 2,500.00 1,500.00 2,500.00 8,000.00 2,500.00 2,500.00 1,500.00 1,200.00 5,000.00 30,000.00 1,000.00 5,000.00 10,000.00 2,500.00 2,500.00 25,000.00 1,500.00 9,000.00 2,400.00 2,600.00 198,600.00 Redeemable at par on 15.09.2011 15.09.2010 30.04.2010 # 16.09.2011 01.09.2011 24.09.2010 26.09.2010 10.09.2010 06.04.2010 10.12.2010 03.11.2013 26.11.2013 28.03.2012 # 13.04.2011 20.04.2011 # 17.06.2011 30.06.2011 05.04.2011 # 12.04.2011 24.03.2011 25.03.2011 06.05.2013 04.05.2013 14.05.2013 28.03.2012 28.03.2012 28.03.2012

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. *Put option on 20th April, 2011 # Redeemed prior to due date as per the terms of the issue Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company.

F216

(iii) Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each (2009) Date of Allotment/ renewal 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 27.08.2009 Total Amount (Rs. in lacs) As at March 31, 2011 3,489.95 3,489.95 1,744.97 2,949.84 2,949.84 1,474.92 10,422.51 2,274.12 66,988.63 95,784.73 As at March 31, 2010 3,489.95 3,489.95 1,744.97 2,949.84 2,949.84 1,474.92 10,422.51 2,274.12 66,988.63 95,784.73 Redeemable at par on 26.08.2012 26.08.2013 26.08.2014 26.08.2012 26.08.2013 26.08.2014 26.08.2014 26.08.2014 26.08.2012 Put and Call option 26.08.2013 26.08.2013 -

Option Detail Option -I Option -I Option -I Option -II Option -II Option -II Option -III Option -IV Option -V Total

a. b. c.

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. The Company has utilised the entire sum of Rs. 99,999.96 lacs raised from public issue (net off expenses) towards asset financing activities as per the objects stated in the prospectus for the issue. Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company and subject to statutory and/or regulatory requirements.

(iv) Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each (2010) Amount (Rs. in lacs) Option Detail Option -I Option II Option III Option III Option III Total a. b. c. Date of Allotment/ renewal 02.06.2010 02.06.2010 02.06.2010 02.06.2010 02.06.2010 As at March 31, 2011 15,754.47 6,254.36 7,872.34 7,872.34 3,936.17 41,689.68 As at March 31, 2010 Redeemable at par on 01.06.2015 01.06.2017 01.06.2013 01.06.2014 01.06.2015 Put and Call option 01.06.2013 01.06.2015 -

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. The Company has utilised the entire sum of Rs. 41,689.68 lacs raised from public issue (net off expenses) towards asset financing activities as per the objects stated in the prospectus for the issue. Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company and subject to statutory and/or regulatory requirements.

F217

b) Term Loans : (Rs. in lacs) As at March 31, As at March 31, 2011 2010 i. From Financial Institutions / Corporates : Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to hypothecation loans Total 25,414.44 12,188.42

25,414.44

12,188.42 (Rs. in lacs)

As at March 31, 2011 ii. From Banks : (a) (b) Secured by hypothecation of vehicles for own use Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed / current assets relating to hypothecation loans # 36.08

As at March 31, 2010

3.19

967,963.89 967,999.97

*929,931.95 929,935.14

Total

*Includes Rs. 20,000.00 lacs, the charge in respect of which has since been created. #The charge of Rs. 8,000.00 lacs (March 31, 2010: Rs. 47,000.00 lacs) is yet to be created.

c) Cash Credit from Banks (Rs. in lacs) As at March 31, As at March 31, 2011 2010 Cash Credit from banks 48,234.79 **92,036.64

Secured by hypothecation of specific assets covered under hypothecation loan agreements. **Includes Rs. 10,000 lacs, the charge in respect of which has since been created.

2.

Subordinated Debt The Company has issued subordinated debt bonds amounting to Rs. 142,408.94 Lacs (March 31, 2010: Rs. 53,196.13 Lacs) with coupon rate of 7.00% to 13.00% per annum which are redeemable over a period of 60 months to 216 months. Gratuity and other post-employment benefit plans: The Group has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for a gratuity on separation at 15 days basic salary (last drawn salary) for each completed year of service. Consequent to the adoption of revised AS 15 Employee Benefits issued under Companies Accounting Standard Rules, 2006, as amended, the following disclosures have been made as required by the standard:

3.

F218

Profit and Loss account Net employee benefit expense (recognised in employee cost) (Rs. in lacs) Gratuity Particulars Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial (gain) / loss recognised in the year Past service cost Net benefit expense Balance sheet Details of Provision for gratuity Particulars Defined benefit obligation Fair value of plan assets March 31, 2011 913.73 NA 913.73 Less: Unrecognised past service cost Plan asset / (liability) Nil (913.73) (Rs. in lacs) Gratuity March 31, 2010 612.63 NA 612.63 Nil (612.63)

March 31, 2011 232.23 61.63 NA 33.33 Nil 327.19

March 31, 2010 191.23 48.79 NA (42.37) Nil 197.65

(Rs. in lacs)
Gratuity Particulars Opening defined benefit obligation Interest cost Current service cost Benefits paid Actuarial (gains) / losses on obligation Closing defined benefit obligation March 31, 2011 612.63 61.63 232.23 (26.09) 33.33 913.73 March 31, 2010 463.92 48.79 191.23 (48.93) (42.38) 612.63

The Group would not contribute any amount to gratuity in 2011-12 as the scheme is unfunded.

F219

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Gratuity Particulars Investments with insurer March 31, 2011 % NA March 31, 2010 % NA

The principal assumptions used in determining gratuity obligations for the Groups plan are shown below:
Gratuity Particulars Discount Rate Increase in compensation cost Employee Turnover* March 31, 2011 8% and 8.25% 5% 5% and 10% March 31, 2010 7.5% 5% 5% and 10%

The estimates of future salary increases, considered in actuarial valuation, are on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. *5% in case of employees with service period of more than 5 years and 10% for all other employees. Amounts for the Current and previous year are as follows: (Rs. in lacs)
Particulars Defined benefit obligation Plan assets Surplus / (deficit) Experience adjustments on plan liabilities Experience adjustments on plan assets March 31, 2011 913.73 NA (913.73) 74.98 NA March 31, 2010 612.63 NA (612.63) 55.56 NA

F220

4.

The Group is primarily engaged in financing activities. It operates in a single geographical segment. The Group owned windmills and biomass which generate income from sale of electricity and also earned certain fee based income, the same has been classified as Unallocated reconciling item as per requirements of AS 17 on Segment Reporting. (Rs in lacs) Year ended on March 31, 2011 Trading Fee based Unallocated Activities Activities reconcilating items 6,132.91 (899.27) 83.38 (474.00) 3,227.28 3,065.65

Financing activities Particulars Segment Revenue Segment results (Profit before tax and after interest on Financing Segment) Less: Interest on unallocated reconciling items Net profit before tax Less: Income Taxes Net profit after tax Less: Share of Losses of Associate Net profit after taxes and Share of Loss of Associate Other information: Segment assets Unallocated corporate assets Total assets Segment Liabilities Unallocated corporate liabilities Total Liabilities Capital expenditure Depreciation Other non cash expenditure 3,184,536.10 3,184,536.10 2,717,368.04 2,717,368.04 498.69 1,110.47 64,363.42 541,754.60 182,061.75

Total

551,198.17 183,754.14

182,061.75

0.04 (899.31)

(474.00)

3,065.65

0.04 183,754.10 62,041.93 121,712.17 (0.95) 121,711.22

2,153.46 2,153.46 553.17 553.17 39.23 10.65 7.88

866.10 866.10 117.63 117.63 568.69 7.92 11.16

26.17 26.17 7.15 7.15 4.96

3,187,581.83 21,777.43 3,209,359.26 2,718,045.99 1,977.22 2,720,023.21 1,106.61 1,129.04 64,387.42

F221

(Rs in Lacs) Financing activities 445,905.30 129,512.39 Year ended on March 31, 2010 Trading Fee based Unallocated Activities Activities reconcilating items 3,688.48 3,231.50 Total 449,593.78 132,743.88

Particulars Segment Revenue Segment results (Profit before tax and after interest on Financing Segment) Less: Interest on unallocated reconciling items Net profit before tax Less: Income Taxes Net profit after tax Less: Share of Losses of Associate Net profit after taxes and Share of (Loss) of Associate Other information: Segment assets Unallocated corporate assets Total assets Segment Liabilities Unallocated corporate liabilities Total Liabilities Capital expenditure Depreciation Other non cash expenditure

129,512.39

287.14 2,944.36

287.14 132,456.74 45,146.74 87,310.00 (7.44)

87,302.56

2,689,251.29 2,689,251.29 2,311,874.83 2,311,874.83 629.41 1,287.84 49,753.00

2,689,251.29 8,191.44

208.00 0.94

2,697,442.73 2,311,874.83 1,155.85 2,313,030.68 629.41 1,495.84 49,753.94

F222

5. Related Party Disclosure Related party where control exists

Other Related Parties Enterprises having significant influence over the Group Shriram Holdings (Madras) Private Limited Shriram Capital Limited Newbridge India Investments II Limited Shriram Ownership Trust Shriram Asset Management Company Limited

Associates

Key Managerial Personnel Relatives of Key Managerial Personnel

: :

R Sridhar, Managing Director Mrs. Padmapriya Sridhar (spouse)

F223

(Rs. in lacs)
Enterprises having significant influence over the Company March 31, March 31, 2011 2010 Payments/Expenses Employee Benefits for key management personnel Royalty Data Sourcing Fees Service Charges Business Promotion Equity Dividend Interest on Subordinate Debt Interest on Inter Corporate Deposit Interest on NCD Rent paid Inter Corporate Deposit Receipts/Income Rental Deposit Received Interest on Inter Corporate Deposit Non convertible Debenture On conversion of warrants Rent & Electricity Balance Outstanding at the year end Share Capital Investment in shares Inter Corporate Deposit Non convertible Debenture Rent Receivable Outstanding expenses Rental Deposit given Subordinated debt Interest payable on subordinated debt Guarantees given by the Company to third parties on behalf of Subsidiaries 9,337.15# 3,700.00* 0.66* 772.15 185.43* 49.00* 9,337.15# 240.00 413.40 140.46 413.40 85.78 240.00 10.83 4.74 12.31 1.11 13.02 4.05 7.00 0.64 4.05 9,352.03 240.00 3,700.00 4.74 0.66 772.15 432.71 142.21 9,354.22 240.00 185.43 49.00 413.40 85.78 1,497.04 85.87 515.22 50.00* 6,069.15# 3,700.00* 1,240.78* 23.96* 143.75* 66.18* 5,602.29# 96.66# 59.56* 4,200.00# Associates March March 31, 31, 2011 2010 60.76 1.80 54.37 Key Management Personnel March 31, March 31, 2011 2010 67.90 8.55 1.11 0.40 72.61 5.58 0.27 Relatives of Key Management Personnel March 31, March 31, 2011 2010 2.63 0.64 2.43 0.01 Total March 31, 2011 March 31, 2010

67.90 1,497.04 85.87 515.22 50.00 6,080.33 62.51 0.40 1.80 3,700.00

72.61 1,240.78 23.96 143.75 66.18 5,610.30 54.37 96.66 0.28 59.56 4,200.00

49.00* 132.69* 7.87*

2,400.00# -

5.40

5.25

1.00 -

1.00 -

49.00 132.69 13.27

2.00 2,400.00 5.25

31,400.00

F224

* #

Denotes transactions with Shriram Capital Limited Denotes transactions with Shriram Holdings (Madras) Private Limited Denotes transactions with Shriram Ownership Trust

6.

Leases In case of assets given on lease The Company has given land and building on operating lease for period of 11 months. During the year ended 31st March, 2010 the company had also given its biomass plant on operating lease for the period 1st April, 2009 to 30th September, 2009. The same was sold on October 1, 2009, hence gross carrying cost of and accumulated depreciation of the asset as on the date of balance sheet is nil.

In case of assets taken on lease The Group has taken various office premises, furniture and fixtures, computers and plant and machinery under operating lease. The lease payments recognised in the profit & loss account are Rs. 4,902.58 lacs (March 31, 2010: Rs. 3,557.92 lacs). Certain agreements provide for cancellation by either party and certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 12 to 120 months. There are no restrictions imposed by lease arrangements. There are no sub leases. The future minimum lease payments in respect of non-cancellable operating lease as at the balance sheet date are summarised below : (Rs. in lacs) As at March 31, 2011 As at March 31, 2010 Minimum Lease Payments: Not later than one year Later than one year but not later than five years Later than five years 858.02 731.88 28.20 899.73 324.11 40.73

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7.

In accordance with the Reserve Bank of India circular no.RBI/2006-07/ 225 DNBS (PD) C.C No. 87/03.02.004/2006-07 dated January 4, 2007, the Company has created a floating charge on the statutory liquid assets comprising of investment in Government Securities to the extent of Rs. 16,677.50 lacs (March 31, 2010: Rs. 3,497.64 lacs) in favour of trustees representing the public deposit holders of the Company.

8.

Earnings per share Year ended March 31, 2011 121,711.22 2,257.27 2,260.39 53.92 53.85 Year ended March 31, 2010 87,302.56 2,125.01 2,133.85 41.08 40.91

Particulars Net Profit after tax and Share of loss of Associates as per profit and loss account (Rs. in lacs) (A) Weighted average number of equity shares for calculating Basic EPS (in lacs) (B) Weighted average number of equity shares for calculating Diluted EPS (in lacs) (C) Basic earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (B) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (C)

Particulars Weighted average number of equity shares for calculating Basic EPS (in lacs) Add : Equity shares arising on conversion of optionally convertible warrants (in lacs) Add : Equity shares for no consideration arising on grant of stock options under ESOP (in lacs) Weighted average number of equity shares in calculating Diluted EPS (in lacs)

Year ended March 31, 2011 2,257.27 3.12 2,260.39

Year ended March 31, 2010 2,125.01 8.84 2,133.85

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9.

Deferred Tax Liabilities/ (Asset)(Net) The breakup of deferred tax asset / liabilities is as under:Deferred Tax Liabilities Timing difference on account of : Debenture Issue Expenses Gross Deferred Tax Liabilities (A) Deferred Tax Asset Timing difference on account of : Differences in depreciation in block of fixed assets as per tax books and financial books Expenses disallowed under Income Tax Act, 1961 Provision for securitization Provision for standard assets Gross Deferred Tax Assets (B) 305.96 3,677.68 10,537.72 1,674.26 16,195.62 778.94 778.94 As at March 31, 2011

(Rs.in lacs) As at March 31, 2010

753.63 753.63

231.78 3,260.74 4,734.05 8,226.57

Deferred Tax Liabilities /(Assets)(Net) (A-B)

(15,416.68)

(7,472.94) (Rs. in lacs)

10. a.

Contingent Liabilities not provided for Disputed income tax demand contested in appeals not provided for [Against the above, a sum of Rs. Nil (March 31, 2010: Rs. 29.66 lacs) has been paid under protest] Demands in respect of Service tax [Amount of Rs. 15.00 lacs (March 31, 2010 : Rs. 15.00 lacs) has been paid under protest ] Disputed sales tax demand [Amount of Rs. 63.92 lacs (March 31, 2010: Rs. 63.92 lacs ) has been paid by the Company] Guarantees and Counter Guarantees given Estimated amount of contracts on capital account not provided for

As at March 31, 2011

As at March 31, 2010

157.26

b.

330.00

315.00

c.

412.33 194,058.28 100.00

412.33 -

d. e.

F227

Future cash outflows in respect of above are determinable only on receipt of judgments /decisions pending with various forums/authorities. 11. As regards the recovery of Service Tax on Lease and hire purchase transactions, the Honble Supreme Court vide its order dated October 26, 2010 has directed the competent authority under the Finance Act, 1994 to decide the matter in accordance with the law laid down. In its replies to the demands of Rs. 7,775 lacs (interest & penalty not quantified) for the years 2003-04 to 2009-10 from the Commissioner of Service Tax, the management has contended that no service tax is leviable on the interest earned by the company on financing transactions because of the specific exemption granted for the same under the Finance Act 1994. However, the company shall continue to hold the provision of Rs. 8,406.10 lacs in this respect and contest the demands with the Appellate Authorities.

12. Date of grant

Employee Stock Option Plan Series I Series II Series III October 31, April 1, October 9, 2005 2006 2006 February 22, 2006 October 13, 2005 832,500 Equity September 6, 2006 October 13, 2005 910,000 Equity

Series IV August 17, 2007 August 17, 2007 October 13, 2005 109,000

Series V July 15,2008 July 15,2008 October 13, 2005 77,000 Equity

Date of October 19, Board/committee 2005 Approval Date of October 13, Shareholders 2005 approval Number of options 2,962,500 granted Method of Settlement Equity (Cash/Equity) Graded Vesting Period After 1 year of 10% of grant date options granted After 2 years of 20% of grant date options granted After 3 years of 30% of grant date options granted After 4 years of 40% of grant date options granted Exercisable period 10 years from vesting date Vesting Conditions

Series VI May 13, 2009 May 13, 2009 October 13, 2005 50,000 Equity

Equity

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

On achievement of predetermined targets.

F228

The details of Series I have been summarized below: As at March 31,2011 Number of Weighted Shares Average Exercise Price(Rs.) 189,550 Rs. 35.00 68,700 Rs.35.00 5,750 115,100 Rs.35.00 115,100 7.09 Rs.59.04 As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 1,839,800 Rs. 35.00 1,640,750 Rs.35.00 9,500 189,550 Rs.35.00 189,550 8.09 Rs.59.04

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series II have been summarized below: As at March 31,2011 Number of Weighted Shares Average Exercise Price(Rs.) 251,300 Rs.35.00 227,300 Rs.35.00 24,000 Rs.35.00 24,000 7.49 Rs.91.75 As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 516,500 Rs.35.00 265,200 Rs.35.00 251,300 Rs.35.00 24,900 8.49 Rs.91.75

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series III have been summarized below: As at March 31,2011 Number of Weighted Shares Average Exercise Price(Rs.) 357,900 Rs.35.00 294,650 Rs.35.00 8,000 55,250 Rs.35.00 55,250 8.02 Rs.74.85 As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 763,600 Rs.35.00 4,02,200 Rs.35.00 3,500 357,900 Rs.35.00 38,300 9.02 Rs.74.85

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

F229

The details of Series IV have been summarized below: As at March 31,2011 Number of Weighted Shares Average Exercise Price(Rs.) 74,200 Rs.35.00 31,800 Rs.35.00 42,400 Rs.35.00 8.89 Rs. 136.40 As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 106,000 Rs.35.00 31,800 Rs.35.00 74,200 Rs.35.00 9.89 Rs. 136.40

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series V have been summarized below:

As at March 31,2011 Number of Weighted Shares Average Exercise Price(Rs.) Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series VI have been summarized below: As at March 31,2011 Number of Weighted Shares Average Exercise Price(Rs.) Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted 50,000 5,000 45,000 Rs.35.00 Rs.35.00 10.61 Rs. 201.45 69,300 15,400 53,900 Rs.35.00 Rs.35.00 Rs.35.00 9.78 Rs. 253.90

As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 77,000 7,700 69,300 Rs.35.00 10.78 Rs. 253.90 Rs.35.00 Rs.35.00

As at March 31, 2010 Number of Weighted Shares Average Exercise Price(Rs.) 50,000 50,000 Rs.35.00 11.61 Rs. 201.45 Rs.35.00

The weighted average share price for the year over which stock options were exercised was Rs. 717.18 (March 31, 2010: Rs.358.00)

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The details of exercise price for stock options outstanding at the end of the year are: March 31, 2011 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 115,100 24,000 55,250 42,400 53,900 45,000 Weighted average remaining contractual life of options (in years) 7.09 7.49 8.02 8.89 9.78 10.61 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V Series VI

The details of exercise price for stock options outstanding at the end of the year are: March 31, 2010 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 189,550 251,300 357,900 74,200 69,300 50,000 Weighted average remaining contractual life of options (in years) 8.09 8.49 9.01 9.88 10.78 11.61 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V Series VI

Stock Options granted Series I: The weighted average fair value of stock options granted was Rs.59.04. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise year) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series II : The weighted average fair value of stock options granted was Rs.91.75. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise year) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 130.10 35.00 19.89 NA 1.50 3.00 6.64 2.52 Yr 2 130.10 35.00 19.89 NA 2.50 3.00 6.83 2.52 Yr 3 130.10 35.00 19.89 NA 3.50 3.00 6.93 2.52 Yr 4 130.10 35.00 19.89 NA 4.50 3.00 7.26 2.52 93.30 35.00 38.44 NA 1.50 3.00 5.98 2.31 Yr 2 93.30 35.00 38.44 NA 2.50 3.00 6.33 2.31 Yr 3 93.30 35.00 38.44 NA 3.50 3.00 6.54 2.31 Yr 4 93.30 35.00 38.44 NA 4.50 3.00 6.73 2.31

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Series III : The weighted average fair value of stock options granted was Rs.74.85. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise year) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 111.25 35.00 31.85 NA 1.50 3.00 6.96 2.52 Yr 2 111.25 35.00 31.85 NA 2.50 3.00 7.10 2.52 Yr 3 111.25 35.00 31.85 NA 3.50 3.00 7.26 2.52 Yr 4 111.25 35.00 31.85 NA 4.50 3.00 7.40 2.52

Series IV : The weighted average fair value of stock options granted was Rs. 136.40. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise year) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series V : The weighted average fair value of stock options granted was Rs. 253.90. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise year) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 294.50 35.00 69.22 NA 1.50 3.00 9.41 1.63 Yr 2 294.50 35.00 69.22 NA 2.50 3.00 9.36 1.63 Yr 3 294.50 35.00 69.22 NA 3.50 3.00 9.34 1.63 Yr 4 294.50 35.00 69.22 NA 4.50 3.00 9.36 1.63 168.05 35.00 41.51 NA 1.50 3.00 7.68 0.89 Yr 2 168.05 35.00 41.51 NA 2.50 3.00 7.76 0.89 Yr 3 168.05 35.00 41.51 NA 3.50 3.00 7.82 0.89 Yr 4 168.05 35.00 41.51 NA 4.50 3.00 7.87 0.89

Series VI : The weighted average fair value of stock options granted was Rs. 201.45. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Weighted average share price (Rs.) Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise year) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)
F232

245.25 35.00 64.80 NA 1.50 5.00 4.03 1.96

Yr 2 245.25 35.00 64.80 NA 2.50 5.00 4.68 1.96

Yr 3 245.25 35.00 64.80 NA 3.50 5.00 5.20 1.96

Yr 4 245.25 35.00 64.80 NA 4.50 5.00 5.64 1.96

The expected volatility was determined based on historical volatility data equal to the NSE volatility rate of Bank Nifty which is considered as a comparable peer group of the Company. To allow for the effects of early exercise, it was assumed that the employees will exercise the options within six months from the date of vesting in view of the exercise price being significantly lower than the market price. Effect of the employee share-based payment plans on the profit and loss account and on its financial position: As at March 31, 2011 Total compensation cost pertaining to employee sharebased payment plan (entirely equity settled) Liability for employee stock options outstanding as at year end Deferred compensation cost 116.85 426.74 72.19 As at March 31, 2010 341.30 955.97 198.95

Since the enterprise used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value based method is as follows: In March 2005, ICAI has issued a guidance note on Accounting for Employees Share Based Payments applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires that the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows:

Profit as reported (Rs. in lacs) Add: Employee stock compensation under intrinsic value method (Rs. in lacs) Less: Employee stock compensation under fair value method (Rs. in lacs) Proforma profit (Rs. in lacs) Earnings per share Basic (Rs.) - As reported - Proforma Diluted (Rs.) - As reported - Proforma Nominal Value

Year ended March 31, 2011 121,711.22 116.85 116.64 121,711.43 53.92 53.92 53.85 53.85 Rs 10.00

Year ended March 31, 2010 87,302.56 341.30 340.91 87,302.95

41.08 41.08 40.91 40.91 Rs 10.00

13.

Securitisation/ Direct assignment The Company sells loans through securitisation and direct assignment. The information on securitisation / direct assignment activity of the Company as an originator is given below: Year ended March 31, 2011 Year ended March 31, 2010 380,673 875,681.04 921,631.22 262,350.21

Total number of loan assets securitized/directly assigned Total book value of loan assets securitized/directly assigned (Rs. in lacs) Sale consideration received for the securitised assets/directly assigned (Rs. in lacs) Gain on account of securitization/direct assignment* (Rs. in lacs)

432,100 1,020,361.35 1,023,668.28 299,330.23

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* Gain on securitisation / direct assignment is amortised over the year of the loan. The information on securitisation / direct assignment activity of the Company as an originator as on March 31, 2011 and March 31, 2010 is given in the table below:

As at March 31, 2011 Outstanding credit enhancement -Fixed Deposit -Guarantees given by third parties -Guarantees given by the Company Outstanding liquidity facility -Fixed Deposit Outstanding subordinate contribution 154,928.74 157,749.58 4,093.00 15,865.57 -

As at March 31, 2010 1,73,588.14

23,833.27 2,665.30

14.

Supplementary Statutory Information

Managing Directors Remuneration I Salaries Perquisites Contribution to Provident fund Employee stock option scheme Year ended March 31, 2011 47.00 7.11 0.09 13.70 67.90 Year ended March 31, 2010 45.46 7.19 0.09 19.87 72.61

Note: - As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the Managing Director is not included above The computation of profits under section 349 of the Act has not been given as no commission is payable to the Managing Director.

II

Expenditure in foreign currency (On cash basis) Year ended March 31, 2011 0.76 0.00 0.76 Year ended March 31, 2010 4.23 2.62 6.85

Travelling Others

F234

15.

Based on the intimation received by the Group, some of the suppliers have confirmed to be registered under The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Accordingly, the disclosures relating to amounts unpaid as at the year ended together with interest paid /payable are furnished below: (Rs. in lacs) As at March 31, 2010 -

Particulars The principal amount remaining unpaid to supplier as at the end of the year

As at March 31, 2011 0.43

16.

The interest due thereon remaining unpaid to supplier as as the end of the year The amount of interest paid in terms of Section 16, along with the amount of payment made to the supplier beyond the appointment day during the year The amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act The amount of interest accrued during the year and remaining unpaid at the end of the year The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro Small and Medium Enterprise Development Act, 2006 In addition to the auditors remuneration shown in operating and other expenses, the Company has also incurred auditors remuneration in connection with other services provided by auditors in connection with public issue of non convertible debentures of Rs. 39.85 lacs (including out of pocket expenses of Rs. 0.14 lacs) have been amortised as per note 1(r) and shown under miscellaneous expenditure. Details of Stock and Sales of Commercial Vehicles: Opening Stock Quantity Value (Nos) (Rs) Purchases Quantity (Nos) 2,248 Closing Stock Quantity Value (Rs) (Nos) 354 129,360,689.75 Gross Sales Quantity Value (Rs) (Nos) 1,894 615,333,001.00

17.

18.

The Subsidiary Companies are under the process of appointing Managing Director / Manager & Company Secretary as required by the Companies Act, 1956. Previous year Comparatives The figures for the previous year have been regrouped and reclassified, wherever necessary to conform to current years classification.

19.

F235

Notes to Accounts for the year 2009-2010 1 Secured Loans a) (i) Privately placed Redeemable Non-convertible Debentures of Rs.1,000/- each Number Amount Rs in lacs As at March 31, 2010 1,88,70,314 1,88,703.14

Secured by equitable mortgage of title deeds of immovable property. Further secured by charge on plant and machinery, furniture and other fixed assets of the Company, charge on Companys hypothecation loans, other loans, advances and investments of the Company subject to prior charges created or to be created in favour of the Companys bankers, financial institutions and others. Debentures are redeemable at par over a period of 12 months to 160 months from the terms of the agreement. The earliest date of redemption is 01.04.2010 the date of allotment depending on

Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company (ii) Privately Placed Redeemable Non-Convertible Debenture of Rs.1,000,000/- each Amount (Rs. in lacs) Date of Allotment/renewal 05.07.2007 09.07.2007 11.07.2007 25.07.2007 25.07.2007 10.09.2007 15.10.2007 18.10.2007 19.10.2007 02.05.2008 20.06.2008 04.09.2008 08.09.2008 15.09.2008 15.09.2008 15.09.2008 15.09.2008 16.09.2008 As at March 31, 2010 5,000.00 7,000.00 1,000.00 10,000.00 2,500.00 2,500.00 2,000.00 3,900.00 5,000.00 15,000.00 10,000.00 10,000.00 3,000.00 1,500.00 1,500.00 2,500.00 1,500.00 2,500.00 05.07.2010 09.07.2010 09.07.2010 25.07.2010 25.07.2010 10.09.2010 15.10.2010 18.10.2010 19.10.2010 02.05.2011 20.06.2011 04.09.2010 08.09.2010 15.09.2011 15.09.2010 15.09.2010 30.04.2010 16.09.2011 Redeemable at par on

F236

Amount (Rs. in lacs) Date of Allotment/renewal 17.09.2008 24.09.2008 26.09.2008 26.09.2008 08.10.2008 24.10.2008 03.11.2008 26.11.2008 28.03.2009 *13.04.2009 **20.04.2009 17.06.2009 30.06.2009 14.09.2009 12.10.2009 24.03.2010 25.03.2010 TOTAL As at March 31, 2010 8,000.00 2,500.00 2,500.00 1,500.00 1,200.00 5,000.00 30,000.00 1,000.00 5,000.00 10,000.00 2,500.00 2,500.00 25,000.00 1,500.00 9,000.00 2,400.00 2,600.00 198,600.00

Redeemable at par on

01.09.2011 24.09.2010 26.09.2010 10.09.2010 06.04.2010 10.12.2010 03.11.2013 26.11.2013 28.03.2012 13.04.2011 20.04.2011 17.06.2011 30.06.2011 05.04.2011 12.04.2011 24.03.2011 25.03.2011

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. *Put/call option on April 13, 2010 **Put/call option on April 20, 2010

Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company.

F237

(iii) Public issue of Redeemable Non-convertible Debentures of Rs.1,000/- each Redeemable at par Amount (Rs. in lacs) on Date of Allotment/renewal Option -I Option -I Option -I Option -II Option -II Option -II Option -III Option -IV Option -V Total

Put and Calloption

As at March 31, 2010 3,489.95 3,489.95 1,744.97 2,949.84 2,949.84 1,474.92 10,422.51 2,274.12 66,988.63 95,784.73

26.08.2012 26.08.2013 26.08.2014 26.08.2012 26.08.2013 26.08.2014 26.08.2014 26.08.2014 26.08.2012

26.08.2013 26.08.2013 -

a.

Secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and equitable mortgage of title deeds of immovable property. The proceeds of public issue of Non convertible debentures have been utilised for financing activities. Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon the terms and conditions as may be decided by the Company. The Company may grant loan against the security of NCDs upon the terms and conditions as may be decided by the Company

b. c.

b) Term Loans : (Rs. in lacs) As at March 31, 2010 i. From Financial Institutions / Corporates : (a) Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to hypothecation loans

12,188.42 12,188.42 (Rs. in lacs)

Total

ii.

From Banks : (a) (b) Secured by hypothecation of vehicles Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed / current assets relating to hypothecation loans*

As at March 31, 2010 3.19 929,931.95

Total

929,935.14

*includes Rs.20,000.00 lacs the charge in respect of which has since been created and Rs.47,000 lacs on which charges are yet to be created.

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c) Cash Credit from Banks (Rs. in lacs) As at March 31, 2010 Cash Credit from banks * Secured by hypothecation of specific assets covered under hypothecation loan agreements. *Includes Rs.10,000.00 lacs the charge in respect of which has since been created. 92,036.64

2.

Subordinated Debt The Company has raised capital by issue of subordinated debt bonds amounting to Rs. 53,196.13 Lacs with coupon rate of 9.5% to 13% per annum which are redeemable over a period of 62 months to 122 months. Final dividend (including tax on dividend) includes an amount of Rs 380.45 lacs in respect of dividend paid by the Company for the year ended March 31, 2009 on 81,29,550 equity shares as these have been allotted before the record date for declaration of dividend for the year ended March 31, 2009, and they rank pari-passu with the existing equity shares for dividend. Gratuity and other post-employment benefit plans: The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for a gratuity on sespartion at 15 days salary (last drawn salary) for each completed year of service. Consequent to the adoption of revised AS 15 Employee Benefits issued under Companies Accounting Standard Rules, 2006, as amended, the following disclosures have been made as required by the standard:

3.

4.

Profit and Loss account Net employee benefit expense (recognized in employee cost) Particulars Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial (gain) / loss recognised in the year Past service cost Net benefit expense Balance sheet Details of Provision for gratuity Particulars Defined benefit obligation Fair value of plan assets (Rs. in lacs) Gratuity March 31, 2010 612.63 NA 612.63 Less: Unrecognised past service cost Plan asset / (liability) Nil (612.63) (Rs. in lacs) Gratuity March 31, 2010 191.23 48.79 NA (42.37) Nil 197.65

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Changes in the present value of the defined benefit obligation are as follows: (Rs. in lacs)
Gratuity Particulars Opening defined benefit obligation Interest cost Current service cost Benefits paid Actuarial (gains) / losses on obligation Closing defined benefit obligation March 31, 2010 463.92 48.79 191.23 (48.93) (42.38) 612.63

The Company would not contribute any amount to gratuity in 2010-11 as the scheme is unfunded. The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Gratuity Particulars Investments with insurer March 31, 2010 % NA

The principal assumptions used in determining gratuity obligations for the Companys plan are shown below:
Gratuity Particulars Discount Rate Increase in compensation cost Employee Turnover* March 31, 2010 7.5% 5% 5% and 10%

The estimates of future salary increases, considered in actuarial valuation, are on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. *5% in case of employees with service period of more than 5 years and 10% for all other employees. Amounts for the current year are as follows:
Particulars Defined benefit obligation Plan assets Surplus / (deficit) Experience adjustments on plan liabilities Experience adjustments on plan assets March 31, 2010 612.63 NA (612.63) 55.56 NA

(Rs. in lacs)

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The Company is primarily engaged in financing activities. It operates in a single business and geographical segment. The Company owned windmills and biomass which generate income from sale of electricity and also earned certain fee based income, these income have been classified as Unallocated reconciling item as per requirements of AS 17 on Segment Reporting. (Rs in lacs) Year ended March 31, 2010 Particulars Unallocated reconciling Financing Activities Total items Segment Revenue 446,280.41 3,688.23 449,968.64 Segment Results (Profit before tax and after interest on Financing Segment) 129,275.68 3,468.20 132,743.88 Less: Interest on unallocated reconciling items 287.14 287.14 Net profit before tax 129,275.68 3,181.06 132,456.74 Less: Income taxes 45,146.74 Net profit after tax 87,310.00 5. Other Information: Particulars Segment assets Unallocated corporate assets Total Assets Segment liabilities Unallocated corporate liabilities Total Liabilities Capital expenditure Depreciation Other non - cash expenses Year ended March 31, 2010 Unallocated reconciling items 208.00 0.94

Financing Activities 2,690,346.95 2,690,346.95 2,312,419.48 2,312,419.48 629.41 1,287.84 49,753.00

Total 2,690,346.95 7,472.94 2,697,819.89 2,312,419.48 988.35 2,313,407.83 629.41 1,495.84 49,753.94

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6. Related Party Disclosure Related party where control exists

Other Related Parties Enterprises having significant influence over the Company Shriram Holdings (Madras) Private Limited Shriram Capital Limited Newbridge India Investments II Limited Shriram Asset Management Company Limited

Associates

Key Managerial Personnel Relatives of Key Managerial Personnel

: :

R Sridhar, Managing Director Mrs. Padmapriya Sridhar (spouse)

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Enterprises having significant influence over the Company March 31, 2010 Payments/Expenses Employee benefits for key management personnel Royalty Data Sourcing fees Service Charges Reimbursement of business promotion expenses Equity dividend Interest on subordinate debt Interest on Inter Corporate Deposit Interest on Non Convertible Debentures Rent paid Inter Corporate Deposits Receipts/Income Non Convertible Debenture Issue of equity shares on conversion of warrants Rent & electricity reimbursed Balance Outstanding at the year end Share capital Investment in shares Outstanding expenses Rent Deposit given Subordinated debts Interest payable on subordinate debt

Associates March 31, 2010

Key Management Personnel March 31, 2010

(Rs. in lacs) Relatives of Key Management Personnel March 31, 2010

Total March 31, 2010

1,240.78* 23.96* 143.75* 66.18* 5,602.29# 96.66# 59.56* 4,200# 2,400.00# 9,337.15# 185.43 * 49.00* -

54.37 5.25 240.00 413.40 85.78

72.61 5.58 0.27 1.00 13.02 -

2.43 0.01 1.00 4.05 -

72.61 1,240.78 23.96 143.75 66.18 5,610.30 54.37 96.66 0.28 59.56 4,200.00 2.00 2,400.00 5.25 9,354.22 240.00 185.43 49.00 413.40 85.78

* #

Denotes transactions with Shriram Capital Limited Denotes transactions with Shriram Holdings (Madras) Private Limited

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7.

Leases In case of assets given on lease The Company has given land and building on operating lease for period ranging 11 months to 60 months. During the year , the company had also given its biomass plant on operating lease for the period 1st April, 2009 to 30th September, 2009. The same was sold on October 1, 2009, hence gross carrying cost of and accumulated depreciation of the asset as on the date of balance sheet is nil. In case of assets taken on lease The Company has taken various office premises, furniture and fixtures, computers and plant and machinery under operating lease. The lease payments recognized in the profit & loss account are Rs.3,557.92 lacs . Certain agreements provide for cancellation by either party and certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 22 to 122 months. There are no restrictions imposed by lease arrangements. There are no sub leases. The future minimum lease payments in respect of non-cancellable operating lease as at the balance sheet date are summarized below : (Rs. in lacs) As at March 31, 2010

Minimum Lease Payments: Not later than one year Later than one year but not later than five years Later than five years

899.73 324.11 40.73

8.

In accordance with the Reserve Bank of India circular no.RBI/2006-07/ 225 DNBS (PD) C.C No. 87/03.02.004/2006-07 dated January 4, 2007, the Company has created a floating charge on the statutory liquid assets comprising of investment in Government Securities to the extent of Rs.3,497.70 lacs in favour of trustees representing the public deposit holders of the Company.

9.

Earnings per share Year ended March 31, 2010 87,302.56 2125.01 2133.85 41.08 40.91

Particulars Net Profit after tax, Minority interest and Share of loss of Associates as per profit and loss account (Rs. in lacs) (A) Weighted average number of equity shares for calculating Basic EPS (in lacs) (B) Weighted average number of equity shares for calculating Diluted EPS (in lacs) (C) Basic earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (B) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per share) (A) / (C)

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Particulars Weighted average number of equity shares for calculating EPS (in lacs) Add : Equity shares arising on conversion of optionally convertible warrants (in lacs) Add : Equity shares for no consideration arising on grant of stock options under ESOP (in lacs) Weighted average number of equity shares in calculation diluted EPS (in lacs)

Year ended March 31, 2010 2,125.01 0.00 8.84 2,133.85

10.

Deferred Tax Liabilities/(Asset)(Net) The break up of deferred tax asset / liabilities is as under:Deferred Tax Liabilities Timing difference on account of : Differences in depreciation in block of fixed assets as per tax books and financial books Debenture Issue Expenses Gross Deferred Tax Liabilities (A) Deferred Tax Asset Timing difference on account of : Differences in depreciation in block of fixed assets as per tax books and financial books Expenses disallowed under Income Tax Act, 1961 Provision for securitization Gross Deferred Tax Assets (B)

(Rs. in lacs) As at March 31, 2010

Nil 753.63 753.63

231.78 3,260.74 4,734.05 8,226.57

Deferred Tax Liabilities /(Assets)(Net) (A-B)

(7,472.94) (Rs in lacs) As at March 31, 2010 157.26

11. a.

Contingent Liabilities not provided for Disputed income tax/interest tax demand contested in appeals not provided for [Against the above, a sum of Rs. 29.66 lacs has been paid under protest] Demands in respect of Service tax [Amount of Rs.15.00 lacs has been paid under protest ] Disputed sales tax demand [Amount of Rs. 63.92 lacs has been paid by the Company]

b. c.

315.00 412.33

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Future cash outflows in respect of above are determinable only on receipt of judgements /decisions pending with various forums/authorities. 12. Recovery of Service tax on lease and hire purchase transactions is kept in abeyance in view of the petition pending before the Supreme Court of India. If any liability arises it will be recovered from the concerned parties. However, on contracts that have been terminated, pending the decision from the Supreme Court of India, equivalent service tax is written off. The company has recognized the deferred tax asset on the amounts so written off, as in either case service tax liability will be charged off or reversed as income.

13. Date of grant Date of Board/committee Approval Date of Shareholders approval Number of options granted Method of Settlement (Cash/Equity) Series I October 31, 2005 October 19, 2005 October 13, 2005 2,962,500 Equity Series II April 1, 2006 February 22, 2006 October 13, 2005 832,500 Equity

Employee Stock Option Plan Series III Series IV October 9, August 17, 2006 2007 September 6, 2006 October 13, 2005 910,000 Equity August 17, 2007 October 13, 2005 109,000

Series V July 15,2008 July 15,2008 October 13, 2005 77,000

Series VI May 13, 2009 May 13, 2009 October 13, 2005 50,000 Equity

Equity

Equity

Graded Vesting Period After 1 year of 10% of grant date options granted After 2 years of 20% of grant date options granted After 3 years of 30% of grant date options granted After 4 years of 40% of grant date options granted Exercisable period 10 years from vesting date Vesting Conditions

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

10% of options granted 20% of options granted 30% of options granted 40% of options granted 10 years from vesting date

On achievement of predetermined targets.

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The details of Series I have been summarized below: As at March 31,2010 Number of Shares Weighted Average Exercise Price(Rs.) 1,839,800 Rs. 35.00 16,40,750 Rs.35.00 9,500 1,89,550 Rs.35.00 1,89,550 8.09 Rs.59.04

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series II have been summarized below:

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted The details of Series III have been summarized below:

As at March 31,2010 Number of Shares Weighted Average Exercise Price(Rs.) 516,500 Rs.35.00 265,200 Rs.35.00 251,300 24,900 Rs.35.00 8.49 Rs.91.75

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

As at March 31,2010 Number of Shares Weighted Average Exercise Price(Rs.) 7,63,600 Rs.35.00 4,02,200 Rs.35.00 3,500 3,57,900 Rs.35.00 38,300 9.01 Rs.74.85

The details of Series IV have been summarized below: As at March 31,2010 Number of Shares Weighted Average Exercise Price(Rs.) 106,000 Rs.35.00 31,800 Rs.35.00 74,200 Rs.35.00 9.88 Rs.136.40

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

F247

The details of Series V have been summarized below: As at March 31,2010 Number of Shares Weighted Average Exercise Price(Rs.) 77,000 Rs.35.00 7,700 Rs.35.00 69,300 Rs.35.00 10.78 Rs.253.90

Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted

The details of Series VI have been summarized below: As at March 31,2010 Number of Shares Weighted Average Exercise Price(Rs.) Outstanding at the beginning of the year Add: Granted during the year Less: Forfeited during the year Less: Exercised during the year Less: Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted 50,000 50,000 Rs.35.00 Rs.35.00 11.61 Rs.201.45

The weighted average share price for the period over which stock options were exercised was Rs.358.00. The details of exercise price for stock options outstanding at the end of the year are: March 31, 2010 Series Range of exercise prices Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Number of options outstanding 189,550 251,300 357,900 74,200 69,300 50,000 Weighted average remaining contractual life of options (in years) 8.09 8.49 9.01 9.88 10.78 11.61 Weighted average exercise price Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/Rs.35/-

Series I Series II Series III Series IV Series V Series VI Stock Options granted Series I:

The weighted average fair value of stock options granted was Rs.59.04. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 38.44 NA 1.50 3.00 5.98 2.31 Yr 2 35.00 38.44 NA 2.50 3.00 6.33 2.31 Yr 3 35.00 38.44 NA 3.50 3.00 6.54 2.31 Yr 4 35.00 38.44 NA 4.50 3.00 6.73 2.31

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)
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Series II : The weighted average fair value of stock options granted was Rs.91.75. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 19.89 NA 1.50 3.00 6.64 2.52 Yr 2 35.00 19.89 NA 2.50 3.00 6.83 2.52 Yr 3 35.00 19.89 NA 3.50 3.00 6.93 2.52 Yr 4 35.00 19.89 NA 4.50 3.00 7.26 2.52

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Series III : The weighted average fair value of stock options granted was Rs.74.85. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 35.00 31.85 NA 1.50 3.00 6.96 2.52 Yr 2 35.00 31.85 NA 2.50 3.00 7.10 2.52 Yr 3 35.00 31.85 NA 3.50 3.00 7.26 2.52 Yr 4 35.00 31.85 NA 4.50 3.00 7.40 2.52

Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)

Series IV : The weighted average fair value of stock options granted was Rs. 136.40. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) Series V : The weighted average fair value of stock options granted was Rs. 253.90. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%)
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Yr 2 35.00 41.51 NA 1.50 3.00 7.68 0.89 35.00 41.51 NA 2.50 3.00 7.76 0.89

Yr 3 35.00 41.51 NA 3.50 3.00 7.82 0.89

Yr 4 35.00 41.51 NA 4.50 3.00 7.87 0.89

Yr 2 35.00 69.22 NA 1.50 3.00 9.41 1.63 35.00 69.22 NA 2.50 3.00 9.36 1.63

Yr 3 35.00 69.22 NA 3.50 3.00 9.34 1.63

Yr 4 35.00 69.22 NA 4.50 3.00 9.36 1.63

Series VI : The weighted average fair value of stock options granted was Rs. 201.45. The Black Scholes model has been used for computing the weighted average fair value of options considering the following inputs: Yr 1 Exercise Price (Rs.) Expected Volatility (%) Historical Volatility (%) Life of the options granted (Vesting and exercise period) in years Expected dividends per annum (Rs.) Average risk-free interest rate (%) Expected dividend rate (%) 35.00 64.80 NA 1.50 5.00 4.03 1.96 Yr 2 35.00 64.80 NA 2.50 5.00 4.68 1.96 Yr 3 35.00 64.80 NA 3.50 5.00 5.20 1.96 Yr 4 35.00 64.80 NA 4.50 5.00 5.64 1.96

The expected volatility was determined based on historical volatility data equal to the NSE volatility rate of Bank Nifty which is considered as a comparable peer group of the Company. To allow for the effects of early exercise, it was assumed that the employees will exercise the options within six months from the date of vesting in view of the exercise price being significantly lower than the market price. Effect of the employee share-based payment plans on the profit and loss account and on its financial position: (Rs. in lacs) Total compensation cost pertaining to employee share-based payment plan (entirely equity settled) Liability for employee stock options outstanding as at year end Deferred compensation cost As at March 31, 2010 341.30 955.97 198.95

Since the enterprise used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value based method is as follows: In March 2005, ICAI has issued a guidance note on Accounting for Employees Share Based Payments applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires that the proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows: Year ended March 31, 2010 87,302.56 341.30 340.91 87,302.95

Profit as reported (Rs. in lacs) Add: Employee stock compensation under intrinsic value method (Rs. in lacs) Less: Employee stock compensation under fair value method (Rs. in lacs) Proforma profit (Rs. in lacs) Earnings per share Basic (Rs.) - As reported - Proforma Diluted (Rs.) - As reported - Proforma Nominal Value

41.08 41.08 40.91 40.91 Rs 10.00

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14.

During the year, the Company allotted 11,658,552 equity shares of Rs.10/- each at a premium of Rs.490.80 per share to Qualified Institutional Buyers (QIBs) in terms of Chapter VIII of SEBI (ICDR) Regulations, 2009. The Company also converted 8,000,000 warrants which were issued by way of preferential allotment to Shriram Holdings (Madras) Private Limited into equity shares of Rs.10/- each at a premium of Rs. 290/per share. The amount received has enhanced the networth and was utilized for the purpose of business operations.

15.

Securitisation/ Direct assignment The Company sells loans through securitisation and direct assignment. The information on securitisation / direct assignment activity of the Company as an originator is given below:

Total number of loan assets securitized/directly assigned Total book value of loan assets securitized/directly assigned (Rs. in lacs) Sale consideration received for the securitised assets/directly assigned (Rs. in lacs) Gain on account of securitization/direct assignment* (Rs. in lacs)

Year ended March 31, 2010 380,673 875,681.04 9,21,631.22 2,62,350.21

* Gain on securitization / direct assignment deals done after February 1, 2006 is amortised over the period of the loan. The information on securitisation / direct assignment activity of the Company as an originator as on March 31, 2010 is given in the table below : (Rs.in lacs) As at March 31, 2010 Outstanding credit enhancement -Fixed Deposit 1,73,588.14 Outstanding liquidity facility -Fixed Deposit 23,833.27 Outstanding subordinate contribution 2,665.30 16. I Supplementary Statutory Information Managing Directors Remuneration Salaries Perquisites Contribution to Provident fund Employee stock option scheme (Rs. in lacs) Year ended March 31, 2010 45.46 7.19 0.09 19.87 72.61 Note: - As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the Managing Director is not included above The computation of profits under section 349 of the Act has not been given as no commission is payable to the Directors / Managing Director.

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(Rs. in lacs) II Expenditure in foreign currency (On cash basis) Year ended March 31, 2010 4.23 2.62 6.85

Travelling Others

17.

18.

19. 20.

Based on the intimation received by the Company, none of the suppliers have confirmed to be registered under The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Accordingly, no disclosures relating to amounts unpaid as at the year ended together with interest paid /payable are required to be furnished. During the period, the Company sold its entire investment in the wholly owned subsidiary, Shriram Asset and Equipment Finance Private Limited (SAEFPL), which was incorporated on June 04, 2009. Further, the Company incorporated wholly owned subsidiaries, Shriram Equipment Finance Company Limited (SEFCL) and Shriram Automall India Limited (SAIL). Both the companies have not commenced operations till March 31, 2010. The Company has accounted for its share of reserves and surplus including capital redemption reserve of the associate company on proportionate basis for the purpose of consolidation. In addition to the auditors remuneration shown in operating and other expenses, the Company has also incurred auditors remuneration in connection with other services provided by auditors in connection with public issue of non convertible debentures and issue expenses of equity shares of Rs. 40.07 lacs (including out of pocket expenses of Rs. 0.36 lacs) and Rs. 58.96 lacs (including out of pocket expenses of Rs. 0.51 lacs) respectively and have been amortised as per note 1(q) and shown under miscellaneous expenditure. Since the company has not given any loans and advances in the nature of loans to its subsidiaries and associate and the subsidiaries /associates have not acquired any shares of the company, no disclosures under clause 32 of the Listing Agreeement are required. The receivables on current accounts consequent to expenditure incurred on behalf of the subsidiaries and the associate are not treated as loans and advances in the nature of loans. During the year company sold windmills to Nupower Renewables Ltd. for a consideration of Rs. 4,882.92 lacs out of which a sum of Rs. 324.71 lacs have been kept in escrow account pending completion of certain formalities. This being the first occasion of consolidation, comparative figures for the previous period are not presented.

21.

22.

23.

As per our report of even date For S.R.BATLIBOI & Co. For G. D. Apte & Co. For and on behalf of the Board of Directors of Shriram Transport Finance Company Limited

Firm Registration No.301003E Firm Registration No.100515W Chartered Accountants Chartered Accountants

per Shrawan Jalan Partner Membership No. 102102 Mumbai

U. S. Abhyankar Partner Membership No.113053

R Sridhar Managing Director

S. Venkatakrishnan Director

K. Prakash Vice President (Corporate Affairs) & Company Secretary

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DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS

A.

Details of Secured Borrowings: Our Companys secured borrowings as on March 31, 2011 amount to ` 14,86,937.59 lacs. The details of the individual borrowings are set out below:

1.

Term Loans from Banks: (` in Lacs) ` Maturity date

Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21.

Particulars

Date of disbursement

Amount outstanding as on March 31, 2011

899.90 5,000.00 3,000.00 12,500.00 8,750.00 8,750.00 1,250.00 3,312.56 10,000.00 3,214.29 6,428.57 1,071.68 2,142.86 4,285.71 2,719.21 875.00 4,859.47 5,000.00 3,428.53 468.60 352.51

Allahabad Bank Andhra Bank Calyon Bank Canara Bank Canara Bank Canara Bank Corporation Bank Dena Bank Deutsche Bank HDFC Bank Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Industrial Development Bank of India Limited Indian Bank ING Vysya Bank Limited Oriental Bank of Commerce Punjab & Sind Bank Punjab National Bank Ratnakar Bank Limited State Bank of Mysore

September 26, 2007 March 16, 2009 April 28, 2008 March 31, 2009 October 17, 2008 November 5, 2008 March 26, 2009 September 23, 2008 May 30, 2008 July 25, 2008 March 24, 2009 March 3, 2008 October 24, 2008 December 10, 2008 March 5, 2009 December 2, 2008 February 28, 2008 April 16, 2008 October 15, 2008 December 20, 2007 June 22, 2007 - 150 -

September26, 2012 March 16, 2013 April 27, 2011 March 31, 2013 October 17, 2012 November 5, 2012 March 26, 2013 September 23, 2011 May 30, 2011 July 25, 2012 September 24, 2012 July 1, 2011 July 1, 2012 July 1, 2012 December 5, 2011 December 28, 2011 February 28, 2012 April 15, 2011 September 15, 2011 December 20, 2011 June 22, 2011

Sr. No. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47.

Particulars

Date of disbursement

Amount outstanding as on March 31, 2011

1,875.00 1,250.00 2,500.00 3,709.88 750.00 5,009.80 1,681.28 5,619.14 8,523.51 2,500.00 4,374.74 1,562.50 7,497.97 1,250.00 4,850.00 7,500.00 4,830.00 14,285.71 9,375.00 6,871.78 9,375.00 14,031.17 4,996.00 1,711.25 4,770.00 1,600.00

Maturity date

South Indian Bank South Indian Bank State Bank of Bikaner & Jaipur State Bank of Hyderabad State Bank of Mauritius State Bank of Mysore State Bank of Mysore State Bank of Mysore State Bank of Patiala State Bank of Travancore United Bank of India United Bank of India United Bank of India Vijaya Bank Hongkong And Shanghai Banking Corporation Limited Deutsche Bank Development Bank of Singapore Limited Industrial Development Bank of India Limited UCO Bank United Bank of India Syndicate Bank State Bank of Patiala State Bank of Travancore State Bank of Bikaner & Jaipur Hongkong And Shanghai Banking Corporation Limited Development Bank of Singapore Limited

August 18, 2008 March 20, 2009 March 31, 2009 January 21, 2008 January 19, 2009 March 5, 2009 November 26, 2007 September 19, 2008 July 30, 2008 January 29, 2009 December 31, 2008 June 3, 2008 March 13, 2009 February 28, 2008 September 18, 2009 September 22, 2009 September 23, 2009 September 29, 2009 September 25, 2009 September 25, 2009 September 29, 2009 September 29, 2009 September 29, 2009 April 9, 2009 May 29, 2009 June 22, 2009

August 18, 2012 March 20, 2013 March 31, 2013 January 21, 2012 January 19, 2012 March 5, 2013 November 26, 2011 October 1, 2012 July 30, 2012 January 29, 2012 January 1, 2013 June 1, 2012 April 1, 2013 February 28, 2012 September 16, 2011 September 22, 2011 September 23, 2011 September 1, 2013 September 25, 2013 September 25, 2013 September 29, 2013 September 29, 2013 September 29, 2012 March 31, 2013 May 31, 2011 June 22, 2011

- 151 -

Sr. No. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73.

Particulars

Date of disbursement

Amount outstanding as on March 31, 2011

2,812.50 14,062.50 11,250.00 3,619.79 1,041.67 8,235.00 12,500.00 1,250.00 416.67 9,444.44 7,857.14 2,005.56 2,721.83 17,193.86 1,125.00 3,055.54 34,375.00 13,750.00 3,437.50 450.00 20,625.00 14,140.78 20,000.00 10,000.00 2,800.00 4,001.00

Maturity date

Tamilnadu Mercantile Bank Canara Bank Central Bank of India Indian Bank Bank of Rajasthan Punjab National Bank Dena Bank Karur Vysya Bank Limited Societe Generale Bank Oriental Bank of Commerce HDFC Bank Limited ING Vysya Bank Limited Hongkong And Shanghai Banking Corporation Limited State Bank of Hyderabad China Trust Commercial Bank Limited Punjab & Sind Bank Canara Bank Andhra Bank South Indian Bank Limited Societe Generale Bank Union Bank of India Indian Bank Standard Chartered Bank Calyon Bank Shinhan Bank Dhanlaxmi Bank

June 22, 2009 June 26, 2009 June 30, 2009 June 30, 2009 June 30, 2009 July 27, 2009 July 31, 2009 July 31, 2009 August 14, 2009 August 24, 2009 October 3, 2009 October 30, 2009 October 23, 2009 November 5, 2009 November 18, 2009 November 19, 2009 November 25, 2009 November 30, 2009 December 17, 2009 December 24. 2009 December 31, 2009 January 29, 2010 January 28, 2010 January 29, 2010 February 9, 2010 March 12, 2010

June 22, 2013 June 26 , 2013 June 30, 2013 March 30, 3012 June 30, 2012 May 27, 2012 July 31, 2013 July 31, 2013 August 14, 2011 August 24, 2012 October 3, 2013 October 30, 2012 October 21, 2011 November 5, 2013 November 18, 2011 February 19, 2013 November 25, 2013 November 30, 2013 December 17, 2013 December 24, 2011 December 31, 2013 January 29, 2014 January 28, 2013 January 29, 2012 January 1, 2014 March 12, 2014

- 152 -

Sr. No. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. 89. 90. 91. 92. 93. 94. 95. 96. 97. 98. 99.

Particulars

Date of disbursement

Amount outstanding as on March 31, 2011

12,000.00 6,666.67

Maturity date

J P Morgan Chase Bank Hongkong and Shanghai Banking Corporation Limited Corporation Bank Punjab National Bank Societe Generale Bank Deutsche Bank Hongkong And Shanghai Banking Corporation Limited State Bank of Mauritius Limited HDFC Bank Limited HDFC Bank Limited Hongkong And Shanghai Banking Corporation Limited Karnataka Bank Limited The Bank of Tokyo Mitsubhishi UFJ Limited City Union Bank Limited Development Bank of Singapore Limited Axis Bank Limited Indian Bank Citi Bank N.A. Karur Vysya Bank Limited UBS A.G. Bank Hongkong And Shanghai Banking Corporation Limited Industrial Development Bank of India Limited Vijaya Bank CITI Bank N.A. Jammu & Kashmir Bank Limited ING Vysya Bank Limited

March 22, 2010 March 23, 2010 March 25, 2010 March 26, 2010 March 23, 2010 April 9, 2010 April 12, 2010 April 6, 2010 May 12, 2010 May 4, 2010 May 6, 2010 May 28, 2010 May 13, 2010 June 16, 2010 June 15, 2010 June 5, 2010 June 30, 2010 July 6, 2010 July 20, 2010 July 30, 2010 August 18, 2010 August 31, 2010 August 28, 2010 September 16, 2010 September 29, 2010 October 14, 2010

April 6, 2011 April 23, 2011 March 25, 2015 January 29, 2013 March 23, 2012 April 6, 2013 April 12, 2013 April 6, 2013 May 5, 2015 May 4, 2011 May 6, 2011 May 28, 2014 May 14, 2012 June 16, 2015 June 15, 2012 May 5, 2015 June 30, 2014 July 6, 2011 July 20, 2014 July 29, 2011 August 18, 2013 March 1, 2014 August 28, 2014 September 16, 2011 September 29, 2014 September 30, 2013

8,000.00 16,180.00 600.00 10,000.00 6,944.44 562.50 26.93 6,000.00 14,000.00 4,038.26 7,500.00 2,206.81 10,900.00 9.15 16,226.03 15,000.00 2,187.50 10,000.00 10,069.45 19,523.81 4,270.83 10,000.00 30,000.00 7,750.00

- 153 -

Sr. No. 100. 101. 102. 103. 104. 105. 106. 107.

Particulars

Date of disbursement

Mizuho Corporate Bank Limited Axis Bank Limited State Bank of Mauritius Limited Corporation Bank The Laxmi Vilas Bank State Bank of Travancore Axis Bank Limited

December 22, 2010 December 23, 2010 December 30, 2010 December 31, 2010 December 31, 2010 November 9, 2010 February 8, 2011 March 1, 2011 March 9, 2011 March 23, 2011 March 31, 2011 February 4, 2011 February 4, 2011 January 20, 2011 February 14, 2011 March 3, 2011 February 14, 2011 January 6, 2011 March 24, 2011 March 10, 2011 January 28, 2011

Amount outstanding as on March 31, 2011 5,000.00 50,000.00 2,475.00 9,500.00 10,000.00 9,333.19 50,000.00 2,000.00 11,000.00 5,000.00 2,500.00 3,500.00 8,750.00 20,000.00 10,000.00 3,500.00 30,000.00 15,000.00 2,000.00 5,000.00 10,000.00 9,37,999.97

Maturity date

June 20, 2011 December 23, 2013 December 30, 2013 December 31, 2015 December 31, 2012 November 9, 2015 February 8, 2014 March 1, 2014 October 7, 2014 October 23, 2014 March 31, 2014 February 4, 2014 February 4, 2014 January 20, 2015 May 15, 2013 March 3, 2013 February 14, 2014 January 6, 2012 March 24, 2011 March 10, 2013 January 28, 2015

Abu Dhabhi Commercial Bank Limited 108. Development Bank of Singapore Limited 109. Development Bank of Singapore Limited 110. Federal Bank Limited 111. Hongkong And Shanghai Banking Corporation Limited 112. Hongkong And Shanghai Banking Corporation Limited 113. Indian Overseas Bank 114. 115. 116. 117. 118. J P Morgan Chase Bank Societe Generale Bank Standard Chartered Bank Standard Chartered Bank

The Bank of Tokyo Mitsubhishi UFJ Limited 119. Calyon Bank 120. Allahabad Bank Total

2.

Term Loans from Others: (` in Lacs) ` Maturity date

Sr. No. 1.

Particulars

Date of disbursement

L&T Finance Limited

June 29, 2005 - 154 -

Amount outstanding on March 31, 2011 130.52

June 30, 2011

Sr. No. 2. 3. 4. 5. 6. 7.

Particulars

Date of disbursement

L&T Finance Limited Life Insurance Corporation of India Small Industries Development Bank of India GE Capital services Limited SICOM Limited Citicorp Finance India Limited Total

January 2, 2006 June 14, 2006 September 29, 2008 April 20, 2010 May 25, 2010 September 20, 2010

Amount outstanding on March 31, 2011 383.92 1,500.00 1,900.00 5,000.00 6,500.00 10,000.00 25,414.44

Maturity date

January 2, 2012 May 31, 2011 September 10, 2011 April 20, 2013 May 25, 2011 September 20, 2011

3.

Cash Credit from Banks (` in Lacs) ` Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Particulars Date of sanction Amount Outstanding as on March 31,2011 16.16 400.07 1.71 5,094.20 5,018.37 37.84 0.09 24,873.07 2.08 2,510.38 0.96 9.45 4.45 100.06 9.15 1,737.54 2,044.07 5,350.22 1,007.93 16.99 48,234.79

Federal Bank Limited Bank of Ceylon Punjab National Bank State Bank of Travancore Dena Bank UCO Bank Bank of Baroda Central Bank of India Bank of Maharashtra State Bank of Mysore State Bank of Bikaner And Jaipur Andhra Bank Indian Bank South Indian Bank Limited Union Bank of India State Bank of India State Bank of Patiala Oriental Bank of Commerce Allahabad Bank Vijaya Bank TOTAL

March 16, 2011 December 7, 2009 December 24, 2007 October 4, 2010 August 26, 2010 September 1, 2009 July 10, 2010 August 21, 2009 January 15, 2011 December 30, 2010 March 8, 2011 December 30, 2009 January 29, 2010 November 30, 2009 March 31, 2011 March 29, 2011 September 7, 2009 January 10, 2011

December 22, 2010 December 30, 2010

- 155 -

4.

Our Company has issued secured redeemable non convertible debenture of face value of `10,00,000 each on a private placement basis of which ` 117,000 lacs is outstanding as on March 31, 2011, the details of which are set forth below: (`.in Lacs) `

Sr. No. 1. 2. 3.

Description

Date of Allotment

Life Insurance Corporation of India UTI-Unit Linked Insurance Plan UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI - Childrens Career Balanced Plan UTI - Retirement Benefit Pension Fund BNP Paribas Money Plus Fund IDFC Hybrid Portfolio FundSeries I BNP Paribas Fixed Term FundSeries 18-D ICICI Prudential Fixed Maturity Plan - Series45 - Three Years Plan Life Insurance Corporation of India General Insurance Corporation of India United Bank of India Principal Trustee Co Private Limited A/C Principal Mutual Fund-Principal Near - Term Fund Conservative Plan Principal Trustee Company Private Limited.-Principal Mutual Fund - Principal Ultra Short Term Fund Standard Chartered Bank (Mauritius) Limited -Debt Tata Trustee Company Limited A/C Tata Mutual Fund A/C Tata Fixed Maturity Plan - Series 25 Scheme A Corporation Bank Rural Postal Life Insurance Fund A/C UTI AMC Cholamandalam MS General Insurance Company Limited Corporation Bank ING Mutual Fund A/C ING Short

May 2, 2008 June 20, 2008 June 20, 2008

Amount outstanding as on March 31, 2011 15,000.00 3,500.00 2,500.00

Maturity Date

May 2, 2011 June 20, 2011 June 20, 2011

4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

June 20, 2008 June 20, 2008 September 15, 2008 September 15, 2008 September 15, 2008 September 17, 2008 November 3, 2008 November 26, 2008 March 28, 2009 April 20, 2009

2,500.00 1,500.00 850.00 500.00 150.00 8,000.00 30,000.00 1,000.00 5,000.00 2,400.00

June 20, 2011 June 20, 2011 September 15, 2011 September 15, 2011 September 15, 2011 September 1, 2011 November 3, 2013 November 26, 2013 March 28, 2012 April 20, 2011

14.

April 20, 2009

100.00

April 20, 2011

15. 16.

June 30, 2009 September 14, 2009

12,500.00 1,500.00

June 30, 2011 April 5, 2011

17. 18. 19. 20. 21.

May 4, 2010 May 4, 2010 May 6, 2010 May 6, 2010 May 6, 2010 - 156 -

2,000.00 500.00 1,000.00 1,000.00 240.00

May 4, 2013 May 4, 2013 May 6, 2013 May 6, 2013 May 6, 2013

(`.in Lacs) ` Sr. No. Description Date of Allotment Amount outstanding as on March 31, 2011 130.00 90.00 40.00 7,500.00 5,000.00 2,500.00 Maturity Date

Term Income Fund 22. 23. 24. 25. 26. 27. ING Mutual Fund A/C ING Income Fund ING Mutual Fund A/C ING Balanced Fund ING Mutual Fund A/C ING MIP Fund UTI - Childrens Career Balanced Plan UTI-Unit Linked Insurance Plan UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies UTI-MIS-Advantage Plan UTI - Retirement Benefit Pension Fund UTI - Monthly Income Scheme CMNK Consultancy & Services Private Limited Take Solutions Limited Take Solutions Limited Total 5. May 6, 2010 May 6, 2010 May 6, 2010 May 14, 2010 May 14, 2010 May 14, 2010 May 6, 2013 May 6, 2013 May 6, 2013 May 14, 2013 May 14, 2013 May 14, 2013

28. 29. 30. 31. 32. 33.

May 14, 2010 May 14, 2010 May 14, 2010 March 28, 2011 March 28, 2011 March 28, 2011

2,000.00 2,000.00 1,000.00 2,400.00 2,400.00 200.00 1,17,000.00

May 14, 2013 May 14, 2013 May 14, 2013 March 28, 2012 March 28, 2012 March 28, 2012

The Company has issued secured redeemable non convertible debentures of face value of ` 1,000/- each through public issue (2009) of which ` 95,784.73 lacs is outstanding as on March 31, 2011, the details of which are set forth below: (` in Lacs) `

Sr. No. 1. 2. 3. 4. 5.

Description

Number of Non Convertible Debenture Holders

8,585 10,835 10,563 1,828 3,437 35,248

Option -I Option -II Option -III Option -IV Option -V Total

Amount outstanding as on March 31, 2011 8,724.87 7,374.60 10,422.51 2,274.12 66,988.63 95,784.73

Redemption Month August 2012 August 2014 August 2012 August 2014 August 2014 August 2014 August 2012

6.

Our Company has issued secured redeemable non convertible debentures of face value of ` 1,000/- each through public issue (2010) of which ` 41,689.68 lacs is outstanding as on March 31, 2011, the details of which are set forth below:

- 157 -

Sr. No. 1. 2. 3. Option -I Option -II Option -III Total 7.

Description

Number of Non Convertible Debenture Holders

1,000 2,224 4,434 7,658

Amount outstanding as on March 31, 2011 15,754.47 6,254.36

19,680.85

(` in Lacs) ` Redemption Month June 1, 2015 June 1, 2017 June 1, 2013 June 1, 2015

41,689.68

Our Company has issued secured redeemable non convertible debentures of face value of ` 1,000/- each on a private placement basis of which ` 220,813.98 lacs is outstanding as on March 31, 2011, the details of which are set forth below: (` in Lacs) ` Description Number of debenture Holders 3,62,826 3,62,826 Outstanding amount as at March 31, 2011 2,20,813.98 2,20,813.98 Redemption Month April 2011November 2017

Secured Redeemable Non Convertible Debentures to Retail debenture holders

B.

Details of Unsecured Borrowings: Our Companys Unsecured Borrowings as on March 31, 2011 amount to ` 5,01,233.71 lacs. The details of the individual Borrowings are set forth below:

1.

Subordinated Debts: (`.In Lacs) ` Maturity Date

Sr. No. 1. 2. 3. 4. 5. 6.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Oriental Bank of Commerce UTI - Monthly Income Scheme UTI-Unit Linked Insurance Plan Bank of India Bank of India Reliance Capital Trustee Company Limited-A/C Reliance Dual

November 30, 2007 January 29, 2008 January 29, 2008 February 1, 2008 March 17, 2008 March 24, 2008

1,000.00 1,500.00 1,000.00 1,500.00 1,500.00 1,500.00

May 31, 2013 July 29, 2013 July 29, 2013 May 1, 2013 September 17, 2013 June 24, 2013

Advantage Fixed Tenure Fund Plan B 7. 8. BNP Paribas Bond Fund Reliance Capital Trustee Company Limited A/C Reliance Monthly Income Plan 9. 10. BNP Paribas Money Plus Fund BNP Paribas Monthly Income Plan March 24, 2008 March 24, 2008 - 158 1,000.00 150.00 June 24, 2013 June 24, 2013 March 24, 2008 March 24, 2008 1,350.00 1,000.00 June 24, 2013 June 24, 2013

Sr. No. 11. 12. UCO Bank

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

March 24, 2008 May 2, 20078

1,000.00 1,000.00

June 24, 2013 October 3, 2013

Reliance Capital Trustee Company Limited-A/C Reliance Dual

Advantage Fixed Tenure Fund Plan B 13. 14. 15. 16. BNP Paribas Bond Fund BNP Paribas Flexi Debt Fund BNP Paribas Money Plus Fund HVPNL Employees Pension Fund Trust 17. Food Corporation of India CPF Trust 18. HVPNL Fund Trust 19. Gas Authority of India Limited Employees Provident Fund Trust 20. The Jammu And Kashmir Bank Employees Provident Fund Trust 21. GAIL Employees Superannuation Benefit Fund 22. Gujarat Alkalies And Chemicals Limited Fund Trust 23. Asbestos Cement Limited August 4, 2008 60.00 August 4, 2018 Employees Provident August 4, 2008 100.00 August 4, 2018 August 4, 2008 100.00 August 4, 2018 August 4, 2008 200.00 August 4, 2018 August 4, 2008 300.00 August 4, 2018 Employees Provident August 4, 2008 750.00 August 4, 2018 August 4, 2008 1,000.00 August 4, 2018 May 2, 2008 May 2, 2008 May 2, 2008 August 4, 2008 810.00 490.00 200.00 2,250.00 October 3, 2013 October 3, 2013 October 3, 2013 August 4, 2018

Employees Provident Fund 24. GAIL (India) Limited Employees Death-Cum-Superannuation Gratuity Scheme 25. Provident Refinery Limited 26. Mother Dairy Employees August 4, 2008 30.00 August 4, 2018 Fund And of Mangalore August 4, 2008 40.00 August 4, 2018 August 4, 2008 50.00 August 4, 2018

Petrochemicals

Provident Fund Trust 27. GSFC Limited Fibre Unit August 4, 2008 30.00 August 4, 2018

Employees P F Trust - 159 -

Sr. No. 28.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Trustees Provident Fund of The Employees of The Ugar Sugar Works Limited

August 4, 2008

30.00

August 4, 2018

29.

British High Commission India Staff Provident Fund

August 4, 2008

20.00

August 4, 2018

30. 31.

L And T Niro Staff Provident Fund Alembic Limited Provident Fund Trust

August 4, 2008 August 4, 2008

10.00 10.00

August 4, 2018 August 4, 2018

32.

Atlas Cycle Industries Provident Fund Trust

August 4, 2008

10.00

August 4, 2018

33.

Lubrizol India Limited Employees Provident Fund

August 4, 2008

10.00

August 4, 2018

34.

Chhattisgarh

State

Electricity

November 5, 2008

2,000.00

November 5, 2018

Board (CSEB) Provident Fund Trust 35. 36. Delhi Development Authority Chhattisgarh State Electricity November 5, 2008 November 7, 2008 1,000.00 1,500.00 November 5, 2018 November 7, 2018

Board Gratuity and Pension Fund Trust 37. 38. UCO Bank Jacobs H And G Private Limited Employees Provident Fund 39. 40. 41. Bank of Maharashtra Bank of Baroda The Indian Iron Limited And Steel December 11, 2008 December 11, 2008 December 11, 2008 2,000.00 2,000.00 500.00 December 11, 2014 December 11, 2014 December 11, 2014 November 26, 2008 November 26, 2008 5,000.00 10.00 February 26, 2014 February 26, 2014

Company Institution 42.

Provident

Durgapur Steel Plant Provident Fund

December 11, 2008

200.00

December 11, 2014

43.

Ashok Leyland Senior Executives Provident Fund

December 11, 2008

100.00

December 11, 2014

44.

Rameshwara Jute Mills Workers Provident Fund Trust

December 11, 2008

100.00

December 11, 2014

45.

Gujarat Alkalies And Chemicals Limited Employees Provident

December 11, 2008

50.00

December 11, 2014

- 160 -

Sr. No. Fund Trust 46. 47.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Shivani Kumar Russell Reynolds Associates India Employees Provident Fund

December 11, 2008 December 11, 2008

13.00 5.00

December 11, 2014 December 11, 2014

48.

Frank Ross Limited Employees' Provident Fund

December 11, 2008

5.00

December 11, 2014

49.

D S Savant And Sons Employees Provident Fund

December 11, 2008

5.00

December 11, 2014

50. 51. 52.

Paushak Limited Provident Fund AFCO Fincon Private Limited. Rai And Sons Private Limited Employees Provident Fund

December 11, 2008 December 11, 2008 December 11, 2008

5.00 4.00 4.00

December 11, 2014 December 11, 2014 December 11, 2014

53.

Mehta Limited Fund

And

Padamsey

Private

December 11, 2008

2.00

December 11, 2014

Employees

Provident

54.

Mehta And Padamsey Surveyors Private Limited Staff Provident Fund

December 11, 2008

2.00

December 11, 2014

55. 56.

Hirabai Vithaldas Shubh Trust The Metal Rolling Works Limited Employees Educational Welfare Trust

December 11, 2008 December 11, 2008

2.00 1.00

December 11, 2014 December 11, 2014

57. 58.

Sarvodaya Welfare Trust Hakamchand Philanthropic Trust Vakhatram

December 11, 2008 December 11, 2008

1.00 1.00

December 11, 2014 December 11, 2014

59. 60.

Bangiya Gramin Vikash Bank Life India Insurance Corporation of

December 15, 2008 December 23, 2008

300.00 100.00

March 15, 2014 March 23, 2014

61.

Karnataka

Power

Corporation

December 23, 2008

100.00

March 23, 2014

Limited Employee Contributory Provident Fund Trust 62. Maihar Cement Employees December 29, 2008 30.00 December 29, 2018

Provident Fund 63. Century Textiles And Industries Limited (Cement Divisions) - 161 December 29, 2008 7.00 December 29, 2018

Sr. No.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Superannuation Fund 64. Manikgarh Cement Employees December 29, 2008 4.00 December 29, 2018

Superannuation Welfare Trust 65. 66. 67. LIC of India - Gratuity Plus Bank of India Air- India Employees Provident Fund 68. 69. Hero Honda Motors Limited The Indian Iron Limited And Steel April 18, 2009 April 18, 2009 1,300.00 500.00 July 18, 2014 July 18, 2014 January 17, 2009 April 2, 2009 April 2, 2009 500.00 2,000.00 500.00 April 17, 2014 July 2, 2014 July 2, 2014

Company Institution 70.

Provident

Durgapur Steel Plant Provident Fund

April 18, 2009

200.00

July 18, 2014

71. 72.

RKM Provident Fund Rameshwara Jute Mills Workers Provident Fund Trust

April 18, 2009 April 18, 2009

179.00 100.00

July 18, 2014 July 18, 2014

73. 74. 75. 76.

Snehal Baid Bijay Singh Baid Sanjay Kumar Baid Wander Limited Employees Provident Fund

April 18, 2009 April 18, 2009 April 18, 2009 April 18, 2009

10.00 10.00 10.00 7.00

July 18, 2014 July 18, 2014 July 18, 2014 July 18, 2014

77.

Ramprakash Podar Charitable Trust

April 18, 2009

7.00

July 18, 2014

78.

Orient Ceramics Provident Fund Institution

April 18, 2009

7.00

July 18, 2014

79.

Burns Philp India Private Limited Employees Provident Fund

April 18, 2009

6.00

July 18, 2014

80.

L And T (Kansbahal) Officers And Supervisory Staff Provident Fund

April 18, 2009

6.00

July 18, 2014

81.

Eskaps (India) Private Limited Employees Providend Fund

April 18, 2009

5.00

July 18, 2014

82.

Mehta And Padamsey Private Limited Employees Provident Fund

April 18, 2009

1.00

July 18, 2014

83.

ICICI Bank Limited

July 15, 2009 - 162 -

1,920.00

October 10, 2014

Sr. No. 84. 85.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Jai Corp Limited Kotak Mahindra Trustee Company Limited A/C Kotak Credit Opportunities Fund

July 15, 2009 July 15, 2009

1,000.00 600.00

October 10, 2014 October 10, 2014

86.

Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust

July 15, 2009

440.00

October 10, 2014

87.

Kotak Mahindra Trustee Company Limited- A/C Kotak Monthly Income Plan

July 15, 2009

300.00

October 10, 2014

88.

Abn Amro Bank N V Employees' Provident Fund

July 15, 2009

150.00

October 10, 2014

89.

Kotak Mahindra Trustee Company Limited A/C. Kotak Mahindra Bond Short Term Plan

July 15, 2009

100.00

October 10, 2014

90. 91. 92. 93.

Aradhana Investments Limited Cheviot Agro Industries Limited Pravin Shripad Bhalerao R S R Mohota Spg And Wvg Mills Limited Employees Provident Fund Trust Hinganghat

July 15, 2009 July 15, 2009 July 15, 2009 July 15, 2009

100.00 30.00 30.00 20.00

October 10, 2014 October 10, 2014 October 10, 2014 October 10, 2014

94. 95. 96. 97.

Sunderdevi Baid Bela Anil Dalal Meenakshi Baid Aditya Share Dealings And Trading Private Limited

July 15, 2009 July 15, 2009 July 15, 2009 July 15, 2009

20.00 15.00 15.00 15.00

October 10, 2014 October 10, 2014 October 10, 2014 October 10, 2014

98.

Cheviot Company Limited Employees Gratuity Trust Fund

July 15, 2009

10.00

October 10, 2014

99. 100. 101. 102.

Amrish A Dalal Bijay Singh Baid Ganpati Share Cap Private Limited Bajaj Allianz Life Insurance Company Limited.

July 15, 2009 July 15, 2009 July 15, 2009 October 27, 2009

10.00 10.00 10.00 3,500.00

October 10, 2014 October 10, 2014 October 10, 2014 January 27, 2015

103.

NPS Trust- A/C LIC Pension Fund Scheme - Central Government

October 27, 2009

1,310.00

January 27, 2015

- 163 -

Sr. No. 104.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela

October 27, 2009

1,000.00

January 27, 2015

105.

Food Corporation of India CPF Trust

October 27, 2009

1,000.00

January 27, 2015

106.

Air- India Employees Provident Fund

October 27, 2009

600.00

January 27, 2015

107. 108. 109. 110.

Radha Govind Samiti Megna Jute Mills Provident Fund Kotak Mahindra Bank Limited Best Location Properties Private Limited

April 18, 2009 April 18, 2009 March 31, 2011 October 27, 2009

100.00 27.00 2,500.00 500.00

July 18, 2014 July 18, 2014 March 31, 2021 January 27, 2015

111. 112.

Allahabad Bank United India Insurance Company Limited Employees Gratuity Fund

October 27, 2009 October 27, 2009

500.00 500.00

January 27, 2015 January 27, 2015

113.

NPS Trust- A/C SBI Pension Fund Scheme - State Government

October 27, 2009

497.00

January 27, 2015

114.

NPS Trust- A/C LIC Pension Fund Scheme - State Government

October 27, 2009

200.00

January 27, 2015

115.

Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust

October 27, 2009

160.00

January 27, 2015

116.

Sprism Investment Services Private Limited

October 27, 2009

55.00

January 27, 2015

117. 118.

Sushilkumar N Trivedi Ashok Leyland Employees Hosur Provident Fund Trust

October 27, 2009 October 27, 2009

50.00 30.00

January 27, 2015 January 27, 2015

119.

Centre For Development of Telematics Employees Provident Fund Trust

October 27, 2009

30.00

January 27, 2015

120. 121. 122.

Uma Narayana Moorthy P Anusha The Municipal Co-Op Bank Employee Provident Fund

October 27, 2009 October 27, 2009 October 27, 2009

25.00 15.00 10.00

January 27, 2015 January 27, 2015 January 27, 2015

123.

Kala Gopalakrishnan

October 27, 2009 - 164 -

5.00

January 27, 2015

Sr. No. 124.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Humphreys And Glasgow Directors Superannuation Fund

October 27, 2009

3.00

January 27, 2015

125.

NPS Trust- A/C SBI Pension Fund Scheme C - Tier I

October 27, 2009

3.00

January 27, 2015

126.

Orient Ceramics Provident Fund Institution

October 27, 2009

3.00

January 27, 2015

127.

R A Nariman And Company Limited Employees Provident Fund Trust

October 27, 2009

2.00

January 27, 2015

128. 129.

Abdullah Hakimuddin Poonawala United India Insurance Company Limited

October 27, 2009 October 31, 2009

2.00 2,000.00

January 27, 2015 October 31, 2019

130. 131.

Bank of India Provident Fund Air- India Employees Provident Fund

October 31, 2009 October 31, 2009

500.00 400.00

October 31, 2019 October 31, 2019

132.

The Kalyan Janata Sahakari Bank Limited

November 24, 2009

500.00

November 22, 2019

133.

The Zoroastrian Co-Operative Bank Limited

November 24, 2009

500.00

November 22, 2019

134.

The Jammu And Kashmir Bank Employee Pension Fund Trust

November 24, 2009

400.00

November 22, 2019

135.

Engineers India Limited Employees Provident Fund

November 24, 2009

300.00

November 22, 2019

136.

The Jammu And Kashmir Bank Employees Provident Fund Trust

November 24, 2009

200.00

November 22, 2019

137.

NIIT Limited Employees Provident Fund Trust

November 24, 2009

50.00

November 22, 2019

138.

Pune Zilla Madhyawarti Sahakari Bank Maryadit Provident Fund

November 24, 2009

25.00

November 22, 2019

139.

GHCL Officers Provident Fund Trust

November 24, 2009

20.00

November 22, 2019

140.

Bharatiya Vidya Bhavan Staff Contributory Provident Fund

November 24, 2009

20.00

November 22, 2019

141.

Hooghly Docking Works Provident Fund

November 24, 2009

10.00

November 22, 2019

- 165 -

Sr. No. 142.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

The National Peroxide Limited Employees Gratuity Fund

November 24, 2009

10.00

November 22, 2019

143.

Intervet India Private Limited Employees Provident Fund Trust

November 24, 2009

10.00

November 22, 2019

144.

A V George Group Employees Provident Fund ( Trustees )

November 24, 2009

10.00

November 22, 2019

145.

The Board of Trustees IPIRTIECPF

November 24, 2009

9.00

November 22, 2019

146.

Industrial Jewels Private Limited Provident Fund

November 24, 2009

8.00

November 22, 2019

147.

Darashaw & Company Private Limited

November 24, 2009

8.00

November 22, 2019

148. 149.

Spintex Private Limited Swan Silk Limited Employees Provident Fund Trust

November 24, 2009 November 24, 2009

5.00 5.00

November 22, 2019 November 22, 2019

150.

Empire Industries Limited Garlick Engineering Staff Provident Fund

November 24, 2009

5.00

November 22, 2019

151. 152.

Aditya Vikram Saria Trustees The Provident Fund of The Board of Management of The Bombay Properties of The Indian Institute of Science

November 24, 2009 November 24, 2009

4.00 1.00

November 22, 2019 November 22, 2019

153.

Nokia India Employees Provident Fund

December 31, 2009

110.00

December 31, 2019

154.

Youth Development Co Op Bank Limited Kolhapur

December 31, 2009

100.00

December 31, 2019

155.

Trustees Hind Lamps Employees Provident Fund ( Exempted Employees )

December 31, 2009

100.00

December 31, 2019

156. 157. 158.

Pawan Agarwal Pankaj Agarwal Central Board of Irrigation And Power Provident Fund Trust

December 31, 2009 December 31, 2009 December 31, 2009

40.00 40.00 20.00

December 31, 2019 December 31, 2019 December 31, 2019

159. 160.

Preeti Agarwal East Commercial Private

December 31, 2009 December 31, 2009 - 166 -

20.00 10.00

December 31, 2019 December 31, 2019

Sr. No. Limited. 161. 162. 163.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Guljit Chaudhri S Raja Orient Ceramics Provident Fund Institution

December 31, 2009 December 31, 2009 December 31, 2009

10.00 5.00 4.00

December 31, 2019 December 31, 2019 December 31, 2019

164.

Securities Trading Corporation of India Limited

December 31, 2009

3,920.00

December 31, 2019

165.

Associated Capsules Private Limited

December 31, 2009

100.00

December 31, 2019

166. 167. 168. 169.

Allbank Finance Limited Keki Minoo Mistry Samar Sharad Chauhan Mathrubhumi Employees Superannuation Fund

December 31, 2009 December 31, 2009 December 31, 2009 December 31, 2009

100.00 30.00 30.00 10.00

December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019

170. 171. 172. 173. 174.

Virendra Ratilal Sangharajka Ritu Modani Usha Modani Anu Khattar Shriram Life Insurance Company Limited

December 31, 2009 December 31, 2009 December 31, 2009 December 31, 2009 January 6, 2010

5.00 3.00 2.00 1.00 230.00

December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019 July 6, 2015

175.

Shriram Life Insurance Company Limited Preserver

January 6, 2010

70.00

July 6, 2015

176. 177.

Army Group Insurance Fund Trustees Union Bank of India Employees Provident Fund

January 18, 2010 January 18, 2010

1,500.00 1,000.00

April 18, 2015 April 18, 2015

178.

Tamilnad Mercantile Bank Limited,

January 18, 2010

1,000.00

April 18, 2015

179.

NPS Trust- A/C SBI Pension Fund Scheme - Central Government

January 18, 2010

500.00

April 18, 2015

180.

NPS Trust- A/C LIC Pension Fund Scheme - Central Government

January 18, 2010

500.00

April 18, 2015

181.

Air- India Employees Provident Fund

January 18, 2010

200.00

April 18, 2015

182.

Gujarat Alkalies And Chemicals Limited Employees Provident

January 18, 2010

70.00

April 18, 2015

- 167 -

Sr. No. Fund Trust 183.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

The Lakshmi Vilas Bank Limited Employees Provident Fund

January 18, 2010

50.00

April 18, 2015

184. 185. 186. 187. 188.

Sheela Ashwin Chiniwalla Asha Sharad Chauhan Sheela Chiniwalla Sharad Pitamber Chauhan NPS Trust- A/C ICICI Prudential Pension Fund Scheme C - Tier I

January 18, 2010 January 18, 2010 January 18, 2010 January 18, 2010 January 18, 2010

32.00 31.00 27.00 25.00 21.00

April 18, 2015 April 18, 2015 April 18, 2015 April 18, 2015 April 18, 2015

189.

NPS Trust- A/C ICICI Prudential Pension Fund Scheme C - Tier II

January 18, 2010

10.00

April 18, 2015

190. 191. 192. 193.

Pranav Bajoria Priyanka S Bajoria Kailash Kumar Gupta Industrial Jewels Private Limited Provident Fund

January 18, 2010 January 18, 2010 January 18, 2010 January 18, 2010

10.00 10.00 10.00 3.00

April 18, 2015 April 18, 2015 April 18, 2015 April 18, 2015

194.

R A Nariman And Company Limited Employees Provident Fund Trust

January 18, 2010

1.00

April 18, 2015

195. 196.

Bank of Maharashtra Food Corporation of India CPF Trust

January 22, 2010 January 22, 2010

1,000.00 200.00

April 22, 2015 April 22, 2015

197.

NPS Trust- A/C LIC Pension Fund Scheme - Central Government

January 22, 2010

117.00

April 22, 2015

198.

Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust

January 22, 2010

90.00

April 22, 2015

199.

Colgate- Palmolive (India) Limited Provident Fund

January 22, 2010

50.00

April 22, 2015

200.

Ashok Leyland Employees Hosur Provident Fund Trust

January 22, 2010

24.00

April 22, 2015

201.

Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust

January 22, 2010

10.00

April 22, 2015

202.

Deys Medical Stores Mfg.(UP) Limited Provident Fund

January 22, 2010

5.00

April 22, 2015

- 168 -

Sr. No. 203.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

The Municipal Co-Operative Bank Employee Provident Fund

January 22, 2010

4.00

April 22, 2015

204.

Air- India Employees Provident Fund

January 29, 2010

700.00

January 29, 2020

205.

Shree Vardhaman Sahakari Bank Limited

January 29, 2010

145.00

January 29, 2020

206.

Loknete Dattaji Patil Sahkari Bank Limited, Lasalgaon

January 29, 2010

50.00

January 29, 2020

207.

Huntsman Advanced Materials ( India ) Private Limited Employees Gratuity Fund

January 29, 2010

3.00

January 29, 2020

208.

Petro Araldite Private Limited Employees Provident Fund

January 29, 2010

2.00

January 29, 2020

209.

United India Insurance Company Limited Employees Provident Fund

January 29, 2010

870.00

July 29, 2015

210. 211.

Bank of India Provident Fund The Kalyan Janata Sahakari Bank Limited

January 29, 2010 January 29, 2010

500.00 250.00

July 29, 2015 July 29, 2015

212. 213.

Model Co-Operative Bank Limited Provident Fund of Mangalore Refinery And Petrochemicals Limited

January 29, 2010 January 29, 2010

200.00 80.00

July 29, 2015 July 29, 2015

214. 215. 216.

The Jain Sahakari Bank Limited Nandlal Pribhdas Tolani Cutler Hammer Provident Fund Trust

January 29, 2010 January 29, 2010 January 29, 2010

70.00 50.00 25.00

July 29, 2015 July 29, 2015 July 29, 2015

217.

ICB Limited Employees Provident Fund

January 29, 2010

10.00

July 29, 2015

218. 219.

Prem Subramaniam Industrial Jewels Private Limited Provident Fund

January 29, 2010 January 29, 2010

10.00 4.00

July 29, 2015 July 29, 2015

220. 221. 222.

Hema Parameswaran Vijaya R K T P Viswanathan

January 29, 2010 January 29, 2010 January 29, 2010 - 169 -

2.00 1.00 1.00

July 29, 2015 July 29, 2015 July 29, 2015

Sr. No. 223.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Lotus Beauty Care Products Private Limited

February 15, 2010

100.00

February 15, 2020

224.

Kotak Mahindra Trustee Company Limited A/C Kotakflexi Debt Scheme

March 29, 2010

2,100.00

September 29, 2015

225.

Kotak Mahindra Trustee Company Limited A/C Kotak Credit Opportunities Fund

March 29, 2010

1,300.00

September 29, 2015

226.

Kotak Mahindra Trustee Company Limited- A/C Kotak Monthly Income Plan

March 29, 2010

1,100.00

September 29, 2015

227.

Kotak Mahindra Trustee Company Limited A/C. Kotak Mahindra Bond Short Term Plan

March 29, 2010

500.00

September 29, 2015

228.

Bajaj Allianz Life Insurance Company Limited.

April 19, 2010

1,500.00

April 19, 2016

229.

Bajaj Allianz General Insurance Company Limited

April 19, 2010

1,000.00

April 19, 2016

230.

Infrastructure Development Finance Company Limited.

April 19, 2010

2,000.00

April 19, 2020

231.

NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme Central Government

April 19, 2010

1,480.00

April 19, 2020

232.

Board of Trustees For Bokaro Steel Employees Provident Fund

April 19, 2010

500.00

April 19, 2020

233.

The Oriental Insurance Company Limited Provident Fund

April 19, 2010

350.00

April 19, 2020

234. 235. 236.

RKM Provident Fund HUDCO Employees C P F Trust Engineers India Limited Employees Provident Fund

April 19, 2010 April 19, 2010 April 19, 2010

200.00 100.00 100.00

April 19, 2020 April 19, 2020 April 19, 2020

237.

The Rami Investments Private Limited

April 19, 2010

100.00

April 19, 2020

238.

Power Finance Corporation Limited Employees Provident

April 19, 2010

50.00

April 19, 2020

- 170 -

Sr. No. Fund 239.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

The India Cements Employees Provident Fund

April 19, 2010

30.00

April 19, 2020

240. 241.

M R Rajaram Maihar Cement Employees Provident Fund

April 19, 2010 April 19, 2010

30.00 30.00

April 19, 2020 April 19, 2020

242. 243. 244. 245.

Garodia Traxim Private Limited Vrajlal P Babaria Charitable Trust Hemakshi Mahesh Shah Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela

April 19, 2010 April 19, 2010 April 19, 2010 April 19, 2010

10.00 10.00 10.00 1,000.00

April 19, 2020 April 19, 2020 April 19, 2020 April 19, 2020

246. 247.

Rasoi Limited United India Insurance Company Limited

April 19, 2010 April 19, 2010

500.00 500.00

April 19, 2020 April 19, 2020

248.

Board of Trustees For Bokaro Steel Employees Provident Fund

April 19, 2010

500.00

April 19, 2020

249. 250.

Welspun Corp Limited NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme Central Government

April 20, 2010 April 20, 2010

7,500.00 6,200.00

April 20, 2020 April 20, 2020

251.

Infrastructure Development Finance Company Limited.

April 20, 2010

2,500.00

April 20, 2020

252. 253.

ICICI Bank Limited NPS Trust- A/C LIC Pension Fund Scheme - State Government

April 20, 2010 April 20, 2010

1,700.00 600.00

April 20, 2020 April 20, 2020

254. 255.

Jharkhand Gramin Bank NPS Trust- A/C LIC Pension Fund Scheme - Central Government

April 20, 2010 April 20, 2010

500.00 400.00

April 20, 2020 April 20, 2020

256.

British High Commission India Staff Provident Fund

April 20, 2010

300.00

April 20, 2020

257.

NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme State Government

April 20, 2010

300.00

April 20, 2020

258.

NPS Trust- A/C UTI Retirement

April 26, 2010 - 171 -

1,000.00

July 26, 2015

Sr. No.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Solutions Pension Fund Scheme Central Government 259. NPS Trust- A/C SBI Pension Fund Scheme - State Government 260. NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme State Government 261. NPS Trust- A/C SBI Pension Fund Scheme C - Tier I 262. NPS Trust- A/C SBI Pension Fund Scheme C - Tier II 263. 264. 265. Bank of India Provident Fund Jharkhand Gramin Bank Indian Oil Corporation Limited (Assam Oil Division) Employees Provident Fund 266. Nagpur Nagarik Sahakari Bank Limited 267. Board of Trustees For Bokaro Steel Employees Provident Fund 268. Sulaimani Co- Operative Bank Limited 269. 270. Arvind Sahakari Bank Limited Nokia India Employees Provident Fund 271. Madras Fertilizers Limited Employees Contributory Provident Fund 272. Punjab State Warehousing Corporation Employee Provident Fund 273. Jagatjit Cotton Textile Mills Limited Provident Fund Trust 274. Niit Technologies Limited Employees Provident Fund Trust - 172 May 3, 2010 40.00 May 3, 2020 May 3, 2010 50.00 May 3, 2020 May 3, 2010 50.00 May 3, 2020 May 3, 2010 50.00 May 3, 2020 May 3, 2010 May 3, 2010 100.00 100.00 May 3, 2020 May 3, 2020 May 3, 2010 100.00 May 3, 2020 May 3, 2010 200.00 May 3, 2020 May 3, 2010 300.00 May 3, 2020 May 3, 2010 May 3, 2010 May 3, 2010 2,000.00 500.00 400.00 May 3, 2020 May 3, 2020 May 3, 2020 April 26, 2010 1.00 July 26, 2015 April 26, 2010 30.00 July 26, 2015 April 26, 2010 500.00 July 26, 2015 April 26, 2010 969.00 July 26, 2015

Sr. No. 275.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Hindustan Electro Graphites Officers Contributory P F Trust

May 3, 2010

37.00

May 3, 2020

276.

Andhra Pradesh State Road Transport Corporation Employees Deposit Linked Insurance Fund

May 3, 2010

30.00

May 3, 2020

277. 278. 279.

Preeti Agarwal Reena Pawan Agarwal Maihar Cement Employees Provident Fund

May 3, 2010 May 3, 2010 May 3, 2010

30.00 30.00 30.00

May 3, 2020 May 3, 2020 May 3, 2020

280. 281. 282.

Shikha Sawhney Nitya Daga Taurus Asset Management Company Limited

May 3, 2010 May 3, 2010 May 3, 2010

30.00 28.00 25.00

May 3, 2020 May 3, 2020 May 3, 2020

283. 284. 285. 286.

MMTC Limited CPF Trust Suman Bansi Dhar M R Rajaram Amar Ujala Publications Limited Employees Provident Fund Trust

May 3, 2010 May 3, 2010 May 3, 2010 May 3, 2010

24.00 20.00 20.00 20.00

May 3, 2020 May 3, 2020 May 3, 2020 May 3, 2020

287.

Escorts Heart Institute And Research Centre Employees Provident Fund Trust

May 3, 2010

20.00

May 3, 2020

288. 289.

Noshir Faramji Tankariwala Arya Offshore Services Private Limited Employees Provident Fund

May 3, 2010 May 3, 2010

15.00 14.00

May 3, 2020 May 3, 2020

290. 291.

Rajesh Bhikhubhai Shah The Champdany Jute Company Limited Gratuity Fund

May 3, 2010 May 3, 2010

12.00 11.00

May 3, 2020 May 3, 2020

292.

RHC Holding Employees Provident Fund Trust

May 3, 2010

10.00

May 3, 2020

293.

Dempo Mining Corporation Private Limited Employees Provident Fund

May 3, 2010

10.00

May 3, 2020

294.

BPCL Employees Provident Fund Trust

May 3, 2010

10.00

May 3, 2020

- 173 -

Sr. No. 295.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Ashok Leyland Employees Bhandara Provident Fund Trust

May 3, 2010

10.00

May 3, 2020

296.

Paharpur Cooling Towers Officers Provident Fund

May 3, 2010

10.00

May 3, 2020

297.

Burns Philp India Private Limited Employees Provident Fund

May 3, 2010

10.00

May 3, 2020

298.

Superhouse Leathers Limited Employees Provident Fund Trust

May 3, 2010

10.00

May 3, 2020

299.

Lawrence And Mayo (I) Private Limited Staff Provident Fund

May 3, 2010

10.00

May 3, 2020

300. 301.

Krishna Murari Poddar The Ashok Hotel Employees Provident Fund Trust

May 3, 2010 May 3, 2010

10.00 10.00

May 3, 2020 May 3, 2020

302. 303. 304. 305. 306.

Raghuram Iyer Mataji Melan Devi Society (Regd.) Neelam Jolly Sangeeta Pareekh Bijni Dooars Employees Gratuity Fund

May 3, 2010 May 3, 2010 May 3, 2010 May 3, 2010 May 3, 2010

10.00 10.00 8.00 8.00 7.00

May 3, 2020 May 3, 2020 May 3, 2020 May 3, 2020 May 3, 2020

307. 308. 309.

Prithvi Raj Khanna L and T Niro Staff Provident Fund Eastern Dooars Employees Gratuity Fund

May 3, 2010 May 3, 2010 May 3, 2010

5.00 5.00 5.00

May 3, 2020 May 3, 2020 May 3, 2020

310.

Turner Morrison Officers Provident Fund

May 3, 2010

5.00

May 3, 2020

311.

Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust

May 3, 2010

5.00

May 3, 2020

312.

Kali Kripa Agro Investments Private Limited

May 3, 2010

5.00

May 3, 2020

313.

Ion Exchange (India) Limited's Provident Institution

May 3, 2010

10.00

May 3, 2020

314.

Lubrizol India Limited Employees Provident Fund

May 3, 2010

10.00

May 3, 2020

315. 316.

Shanti Prakash Goyal Industrial Jewels Private Limited

May 3, 2010 May 3, 2010 - 174 -

5.00 3.00

May 3, 2020 May 3, 2020

Sr. No.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Provident Fund 317. 318. Lily Commercial Private Limited. Vin Vish Corporation Private Limited Employees Provident Fund Trust 319. The Ganges Manufacturing Company Limited Employees Provident Fund (Compulsory) Scheme 320. Gentech Chemicals Private Limited. 321. Ratan Griha Nirman Private Limited 322. 323. Munish Daga Dilipkumar Chandrashankar Trivedi 324. 325. Super Wares Private Limited. Divine Investments Private Limited. 326. Quick Lithographers Private Limited. 327. Mcleod And Company Limited's Provident Fund ''A'' 328. The Champdany Jute Company Limited Superannuation Fund 329. 330. Peekay Alkalies Private Limited. Shriram Life Insurance Company Limited 331. 332. United Bank of India United India Insurance Company Limited Employees Provident Fund 333. Wallace Flour Mills Company Private Limited 334. The Lakshmi Vilas Bank Limited May 3, 2010 - 175 100.00 May 3, 2016 May 3, 2010 200.00 May 3, 2016 May 3, 2010 May 3, 2010 500.00 200.00 May 3, 2016 May 3, 2016 May 3, 2010 May 3, 2010 1.00 1,500.00 May 3, 2020 May 3, 2016 May 3, 2010 1.00 May 3, 2020 May 3, 2010 1.00 May 3, 2020 May 3, 2010 1.00 May 3, 2020 May 3, 2010 May 3, 2010 1.00 1.00 May 3, 2020 May 3, 2020 May 3, 2010 May 3, 2010 2.00 2.00 May 3, 2020 May 3, 2020 May 3, 2010 2.00 May 3, 2020 May 3, 2010 2.00 May 3, 2020 May 3, 2010 2.00 May 3, 2020 May 3, 2010 May 3, 2010 3.00 3.00 May 3, 2020 May 3, 2020

Sr. No.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Employees Gratuity Fund 335. 336. 337. Tata Capital Limited Army Group Insurance Fund NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme State Government 338. The Mogaveera Co - Operative Bank Limited 339. 340. 341. 342. Ranjan Kishor Shroff Sherry Dhanju Batliwala Sukeshi Sharad Sheth Goa Carbon Limited Employees Provident Fund Trust 343. 344. K Jagannatha Rao Jacobs H And G Private Limited Employees Provident Fund 345. 346. St Pauls School ILTI Excluded Employees Provident Fund Trust 347. 348. Dharmesh V Adnani Arya Offshore Services Private Limited Employees Provident Fund 349. 350. AFCO Fincon Private Limited Orient Ceramics Provident Fund Institution 351. 352. Dipika Dilip Modi Board of Trustees For Bokaro Steel Employees Provident Fund 353. NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme Central Government 354. Manilal Kasturchand Gandhi And Kanta Gandhi Charitable Trust 355. Ashok Leyland Employees Alwar May 10, 2010 - 176 5.00 May 10, 2020 May 10, 2010 5.00 May 10, 2020 May 10, 2010 500.00 May 10, 2020 May 10, 2010 May 10, 2010 5.00 500.00 May 10, 2020 May 10, 2020 May 10, 2010 May 10, 2010 8.00 6.00 May 10, 2020 May 10, 2020 May 10, 2010 May 10, 2010 10.00 8.00 May 10, 2020 May 10, 2020 May 10, 2010 May 10, 2010 15.00 10.00 May 10, 2020 May 10, 2020 May 10, 2010 May 10, 2010 15.00 15.00 May 10, 2020 May 10, 2020 May 10, 2010 May 10, 2010 May 10, 2010 May 10, 2010 33.00 30.00 25.00 20.00 May 10, 2020 May 10, 2020 May 10, 2020 May 10, 2020 May 10, 2010 200.00 May 10, 2020 May 3, 2010 May 10, 2010 May 10, 2010 2,500.00 500.00 500.00 May 3, 2016 May 10, 2020 May 10, 2020

Sr. No.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Provident Fund 356. Deys Medical Stores Mfg.(UP) Limited Provident Fund 357. Dilipkumar Chandrashankar Trivedi 358. Vithaldas Hakamchand Charitable Trust 359. Gill And Company Private Limited Employees Provident Fund 360. Maharaja Shree Umaid Mills Limited Senior Staff Provident Fund 361. Tribhuvandas Foundation Staff Provident Fund Trust 362. Humphreys And Glasgow Directors Superannuation Fund 363. The Metal Rolling Works Limited Employees Educational Welfare Trust 364. 365. 366. Vrajlal P Babaria Charitable Trust Leena Jeewan Shri Zalawad Jain Swetamber Murtipujak Mandal Sion-MatungaDadar-Wadala 367. Sri Sathya Sai Institute of Higher Medical Sciences PG Employees Gratuity Fund Trust 368. The Metal Rolling Works Limited Employees Medical Welfare Trust 369. D S Savant And Sons Employees Provident Fund 370. 371. Narayan Purushottam Gokhale Jain Jagruti Centre Central Board Charitable Trust 372. Puttur Narayanarao Girish Rao May 10, 2010 - 177 2.00 May 10, 2020 May 10, 2010 May 10, 2010 2.00 2.00 May 10, 2020 May 10, 2020 May 10, 2010 2.00 May 10, 2020 May 10, 2010 2.00 May 10, 2020 May 10, 2010 2.00 May 10, 2020 May 10, 2010 May 10, 2010 May 10, 2010 3.00 3.00 3.00 May 10, 2020 May 10, 2020 May 10, 2020 May 10, 2010 3.00 May 10, 2020 May 10, 2010 3.00 May 10, 2020 May 10, 2010 3.00 May 10, 2020 May 10, 2010 3.00 May 10, 2020 May 10, 2010 4.00 May 10, 2020 May 10, 2010 4.00 May 10, 2020 May 10, 2010 5.00 May 10, 2020 May 10, 2010 5.00 May 10, 2020

Sr. No. 373. 374. 375.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Kirti Karmarkar Anand Ajay Bangur National Refinery Private Limited, Employees Gratuity Fund.

May 10, 2010 May 10, 2010 May 10, 2010

2.00 1.00 1.00

May 10, 2020 May 10, 2020 May 10, 2020

376.

Vin Vish Corporation Private Limited Employees Provident Fund Trust

May 10, 2010

1.00

May 10, 2020

377.

National Refinery Private Limited Employees (Workmen At 87,Tardeo Road) Provident Fund.

May 10, 2010

1.00

May 10, 2020

378.

Hakamchand Vakhatram Philanthropic Trust

May 10, 2010

1.00

May 10, 2020

379.

Mangubai Gokaldas Charitable Trust

May 10, 2010

1.00

May 10, 2020

380. 381. 382.

Hirabai Vithaldas Shubh Trust Ashwini Abhijit Khade Union Bank of India (Employees') Pension Fund

May 10, 2010 May 10, 2010 May 28, 2010

1.00 1.00 1,000.00

May 10, 2020 May 10, 2020 May 28, 2016

383.

HDFC Ergo General Insurance Company Limited

May 28, 2010

1,000.00

May 28, 2016

384. 385.

The Lakshmi Vilas Bank Limited Bank of India (Employees) Pension Fund

May 28, 2010 May 28, 2010

500.00 1,500.00

May 28, 2016 May 28, 2020

386.

United India Insurance Company Limited

May 28, 2010

1,000.00

May 28, 2020

387. 388.

The Nainital Bank Limited Dombivli Nagari Sahakari Bank Limited

May 28, 2010 May 28, 2010

500.00 500.00

May 28, 2020 May 28, 2020

389. 390.

Intrasoft Technologies Limited A P S R T C Employees Provident Fund Trust

May 28, 2010 May 28, 2010

500.00 400.00

May 28, 2020 May 28, 2020

391.

The Jalgaon Peoples Coop Bank Limited

May 28, 2010

300.00

May 28, 2020

392. 393.

Narendra R Patil Dipika Jitendrabhai Patel

May 10, 2010 May 10, 2010 - 178 -

1.00 1.00

May 10, 2020 May 10, 2020

Sr. No. 394.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Shriram Life Insurance Company Limited

May 28, 2010

60.00

May 28, 2020

395.

Shriram Life Insurance Company Limited Balancer

May 28, 2010

40.00

May 28, 2020

396.

Jacobs H And G Limited Employees Gratuity Fund

May 28, 2010

40.00

May 28, 2020

397.

Shriram Life Insurance Company Limited Preserver

May 28, 2010

30.00

May 28, 2020

398.

Mangalore Refinery And Petrochemicals Limited Gratuity Fund

May 28, 2010

30.00

May 28, 2020

399.

Centre For Development of Telematics Employees Provident Fund Trust

May 28, 2010

30.00

May 28, 2020

400.

Shriram Life Insurance Company Limited

May 28, 2010

20.00

May 28, 2020

401.

Industrial Jewels Private Limited Provident Fund

May 28, 2010

10.00

May 28, 2020

402.

Wander Limited Employees Provident Fund

May 28, 2010

10.00

May 28, 2020

403. 404. 405. 406.

Renu Jain Hirojirao Ramrao Patankar Issal Superannuation Fund United India Insurance Company Limited

May 28, 2010 May 28, 2010 May 28, 2010 June 4, 2010

10.00 10.00 10.00 1,000.00

May 28, 2020 May 28, 2020 May 28, 2020 June 4, 2020

407.

Infrastructure Development Finance Company Limited.

June 4, 2010

1,000.00

June 4, 2020

408.

Board of Trustees For Bokaro Steel Employees Provident Fund

June 4, 2010

500.00

June 4, 2020

409. 410.

Syndicate Bank NPS Trust- A/C SBI Pension Fund Scheme - Central Government

June 14, 2010 June 14, 2010

2,000.00 1,000.00

September 14, 2015 September 14, 2015

411.

Nuclear Power Corporation of India Limited Employees Provident Fund

June 14, 2010

500.00

September 14, 2015

- 179 -

Sr. No. 412. 413.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Army Group Insurance Fund United India Insurance Company Limited Employees Provident Fund

June 14, 2010 June 14, 2010

500.00 500.00

September 14, 2015 September 14, 2015

414.

Indian Overseas Bank Staff Provident Fund

June 14, 2010

500.00

September 14, 2015

415. 416. 417. 418.

UTI- Balanced Fund UTI Dynamic Bond Fund UTI-Unit Linked Insurance Plan UTI - Retirement Benefit Pension Fund

August 24, 2010 August 24, 2010 August 24, 2010 August 24, 2010

7,000.00 6,500.00 5,000.00 5,000.00

August 24, 2015 August 24, 2015 August 24, 2015 August 24, 2015

419. 420.

UTI-Mis-Advantage Plan UTI - Childrens Career Balanced Plan

August 24, 2010 August 24, 2010

2,500.00 2,500.00

August 24, 2015 August 24, 2015

421. 422. 423. 424.

UTI - Treasury Advantage Fund UTI-Mahila Unit Scheme UTI Short Term Income Fund UTI-Unit Scheme For Charitable And Religious Trusts And Registered Societies

August 24, 2010 August 24, 2010 August 24, 2010 August 24, 2010

2,500.00 2,000.00 1,500.00 500.00

August 24, 2015 August 24, 2015 August 24, 2015 August 24, 2015

425.

Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust

August 30, 2010

1,800.00

August 30, 2025

426.

Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela

August 30, 2010

600.00

August 30, 2025

427.

The Barnagore Jute Factory Company Limited Employees Provident Fund

August 30, 2010

70.00

August 30, 2025

428.

British High Commission India Staff Providentfund

August 30, 2010

50.00

August 30, 2025

429.

Sail Rmd Establishment And Administrative Offices Employees Provident Fund

August 30, 2010

50.00

August 30, 2025

430.

The Thane District Central Co -

August 30, 2010 - 180 -

50.00

August 30, 2025

Sr. No.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Operative Bank Staff Provident Fund 431. Jagatjit Cotton Textile Mills Limited Provident Fund Trust 432. The Tribune Employee's Provident Fund Trust 433. The Ashok Hotel Employees Provident Fund Trust 434. Genius Consultants Employees Provident Fund 435. 436. 437. Ujjwal Suri Madhukar P Choksi The Champdany Jute Company Limited Gratuity Fund 438. 439. Pawan Kumar Roongta Sona Koyo Steering Systems Limited Employees Provident Fund Trust 440. 441. Mahabir Prasad Roongta The Assam Company India Limited Management Staff Provident Fund 442. Mount Shivalik Breweries Limited Employees Provident Fund Trust 443. 444. Henry Arthur Sydney Ledlie Holcim Services South Asia Employees Provident Fund 445. Hooghly District Central CoOperative Bank Limited 446. A P S R T C Employees Provident Fund Trust 447. NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme Central Government 448. Indian Mercantile Co Operative September 9, 2010 - 181 200.00 September 9, 2025 September 9, 2010 450.00 September 9, 2025 September 9, 2010 500.00 September 9, 2025 September 9, 2010 1,000.00 September 9, 2025 August 30, 2010 August 30, 2010 10.00 10.00 August 30, 2025 August 30, 2025 August 30, 2010 10.00 August 30, 2025 August 30, 2010 August 30, 2010 10.00 10.00 August 30, 2025 August 30, 2025 August 30, 2010 August 30, 2010 20.00 10.00 August 30, 2025 August 30, 2025 August 30, 2010 August 30, 2010 August 30, 2010 20.00 20.00 20.00 August 30, 2025 August 30, 2025 August 30, 2025 August 30, 2010 30.00 August 30, 2025 August 30, 2010 40.00 August 30, 2025 August 30, 2010 40.00 August 30, 2025 August 30, 2010 50.00 August 30, 2025

Sr. No.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Bank Limited 449. 450. 451. Rajma Projects Private Limited Ultratech Cemco Provident Fund NIIT Technologies Limited Employees Provident Fund Trust 452. Gujarat Alkalies And Chemicals Limited Employees Provident Fund Trust 453. 454. Shilpa Taneja Nederlandse FinancieringsMaatschappij Voor Ontwikkelingslanden N.V. (FMO) 455. Indian Overseas Bank September 13, 2010 2,300.00 September 2017 456. Deutsche Bank International Asia Debt Fund 457. Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust 458. Board of Trustees For Bokaro Steel Employees Provident Fund 459. 460. 461. 462. 463. 464. 465. 466. 467. 468. 469. 470. 471. 472. Anil Vipin Dalal HUF Nikhil Anil Dalal Jagdish Rani Basur Balkash Exim Private Limited Desai Amit Sumanlal HUF Manju Pande Avinash Chandra Sangal Jayaramaiah G Jaipur Finance Provident Fund Priti Viral Parekh Hindustan Composites Limited Rajesh Prabhakar Pathare Rajesh Prabhakar Pathare Amita Ambarbhai Patel July 15, 2009 July 15, 2009 July 15, 2009 July 15, 2009 July 15, 2009 December 31, 2009 January 29, 2010 January 29, 2010 May 3, 2010 May 10, 2010 May 10, 2010 May 10, 2010 May 10, 2010 May 10, 2010 - 182 10.00 15.00 20.00 140.00 20.00 10.00 2.00 1.00 1.00 10.00 280.00 4.00 3.00 5.00 October 10, 2014 October 10, 2014 October 10, 2014 October 10, 2014 October 10, 2014 December 31, 2019 July 29, 2015 July 29, 2015 May 3, 2020 May 3, 2020 May 3, 2020 May 10, 2020 May 10, 2020 May 10, 2020 October 15, 2010 300.00 October 15, 2028 October 15, 2010 2,000.00 September 13, 2010 200.00 September 2017 October 15, 2028 13, 13, September 9, 2010 September 13, 2010 10.00 22,500.00 September 9, 2025 September 2017 13, September 9, 2010 60.00 September 9, 2025 September 9, 2010 September 9, 2010 September 9, 2010 100.00 100.00 80.00 September 9, 2025 September 9, 2025 September 9, 2025

Sr. No. 473. 474. 475.

Particulars

Date of disbursement

Amount Outstanding as on March 31, 2011

Maturity Date

Hemal Ambar Patel Pramod Vamanrao Bhavsar National Refinery Private Limited Employees(Workmen) Provident Fund

May 10, 2010 May 10, 2010 May 10, 2010

5.00 3.00 3.00

May 10, 2020 May 10, 2020 May 10, 2020

476.

National Refinery Private Limited Employees (Staff) Provident Fund

May 10, 2010

4.00

May 10, 2020

477. 478.

Akshay Kumar Bhatia L and T (Kansbahal) Staff And Workmen Provident Fund

October 15, 2010 April 18, 2009

200.00 15.00

October 15, 2028 July 18, 2014

479.

Hakamchand Vakhatram Philanthropic Trust Total

April 18, 2009

10.00

July 18, 2014

2,10,317.00

2.

Term Loans from Banks (` in lacs) ` Maturity Date

Sr. No. 1.

Particulars

Date of Disbursement

Amount Outstanding as on March 31, 2011

Hong Kong and Shanghai Banking Corporation Limited

October 29, 2009

41,468.76

July 26, 2010 to July 26, 2012

2.

Syndicate Bank Total

June 2, 2010

10,000.00 51,468.76

June 2, 2017

3.

Term Loans from Institutions: (` in lacs) ` Maturity Date

Particulars

Date of Disbursement

Amount Outstanding as on March 31, 2011 7,000.00 7,000.00

GE Capital Total 4. Intercorporate Deposits:

April 7, 2010

March 19, 2012

Particulars

Date of Disbursement

Amount Outstanding as on March 31, 2011 1.73 1.73

(` in lacs) ` Maturity Date

Shakti Finance

February 26, 2008

February 26, 2012

- 183 -

5.

Fixed Deposits: (` in lacs) ` Maturity Date April 2011 - March 2016 1,12,946.23

Particulars Fixed deposits

Amount Outstanding as on March 31, 2011 1,12,946.23

6.

Unsecured Loans Subordinated Debts The Company has issued Subordinated debts of face value of ` 1,000/- each on a private placement basis of which `. 1,11,189.68 lacs is outstanding as on March 31, 2011, the details of which are set forth below: (` in lacs) ` Redemption Month April 2011 - June 2018

Description

Subordinated debts Total

Number of Subordinated Debt Holders 2,71,254 2,71,254

Amount Outstanding as on March 31, 2011 1,11,189.68 1,11,189.68

The Company has issued subordinated debts of face value of ` 1,000/- each through public issue (2010) of which ` 8,310.31 lacs is outstanding as on March 31, 2011, the details of which are set out below: (` in lacs) ` Repayment Terms

Particulars

Number of Subordinated Debt Holders

6 45 2,470 1,907 4,428

Amount Outstanding as on March 31, 2011 91.00 1,687.00 3,746.08 2,786.23 8,310.31

Option IV Option IV Option IV Option V Total

June 1, 2017 March 1, 2017 December 1, 2016 June 1, 2017

A portion of our funding requirements is met through short-term funding sources, being, bank loans, working capital demand loans, cash credit, short term loans and commercial papers. Further, a large portion of our loan assets mature over a medium term, while comparatively some of our liabilities in connection with the credit facilities obtained by us are for a relatively shorter periods of time. Consequently, our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely manner or at all, may lead to mismatches between our assets and liabilities. Based on the structural liquidity position of our Company as on March 31, 2011 as per the RBI norms, our Company has positive asset liability mismatch of ` 791,558 lacs over a period of six months till September 30, 2011 based on our submission dated April 29, 2011 to RBI. Restrictive Covenants under our Financing Arrangements: Some of the corporate actions for which our Company requires the prior written consent of lenders include the following: 1. to declare and/ or pay dividend to any of its shareholders whether equity or preference, during any financial year unless our Company has paid to the lender the dues payable by our Company in that year; to undertake or permit any merger, amalgamation or compromise with its shareholders, creditors or effect any scheme of amalgamation or reconstruction; - 184 -

2.

3. 4. 5.

to create or permit any charges or lien on any mortgaged properties; to amend its MOA and AOA or alter its capital structure; and to make any major investments by way of deposits, loans, share capital, etc. in any manner.

Servicing behaviour on existing debt securities, payment of due interest on due dates on term loans and debt securities. As on the date of this Draft Prospectus, there has been no default in payment of principal or interest on any existing term loan and debt security issued by the Issuer in the past.

- 185 -

MATERIAL DEVELOPMENTS

Save as disclosed hereinafter, there have been no developments since March 31, 2011 which effect the operations, or financial condition of our Company:

On May 13, 2011, our Company issued and allotted 23,400 Equity Shares at a price of ` 35 per such Equity Share, pursuant to the exercise of the stock options issued under our ESOP Scheme. Our Company has made separate applications; all dated May 27, 2011 to NSE, BSE and MSE in connection with obtaining their respective approvals for trading of the aforementioned Equity Shares. Our Company has made an application dated June 1, 2011 to the Madras Stock Exchange Limited for delisting of the equity shares of our Company.

- 186 -

SECTION VI : ISSUE RELATED INFORMATION TERMS OF THE ISSUE The NCDs being offered as part of the Issue are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of this Draft Prospectus, the Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the Government of India/NSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs. Ranking of NCDs 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 the company. The claims of the NCD holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements. Debenture Redemption Reserve Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (Circular), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be adequate to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only if there is profit for the particular year and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shall credit adequate amounts to DRR, from its profits every year until such NCDs are redeemed. The amounts credited to DRR shall not be utilized by the company except for the redemption of the NCDs. Face Value The face value of each NCD shall be ` 1,000. NCD holder not a Shareholder The NCD holders will not be entitled to any of the rights and privileges available to the equity and/or preference shareholders of our Company. Rights of NCD holders Some of the significant rights available to the NCD holders are as follows: 1. The NCDs shall not, except as provided in the Act, confer upon the holders thereof any rights or privileges available to our members including the right to receive notices or annual reports of, or to attend and/or vote, at our general meeting. However, if any resolution affecting the rights attached to the NCDs is to be placed before the members, the said resolution will first be placed before the concerned registered NCD holders for their consideration. In terms of Section 219(2) of the Act, holders of NCDs shall be entitled to a copy of the balance sheet and copy of trust deed on a specific request made to us. Subject to applicable statutory/regulatory requirements, including requirements of the RBI, the rights, privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with the consent in writing of the - 187 -

2.

holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution passed at a meeting of the concerned NCD holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the NCDs, if the same are not acceptable to us. 3. The registered NCD holder or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned NCD holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the NCD holders shall be in proportion to the outstanding nominal value of NCDs held by him/her. The NCDs are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of this Draft Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the NCDs. A register of NCD holders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of NCD holders as on the record date. Subject to compliance with RBI requirements, NCDs can be rolled over only with the consent of the holders of at least 75% of the outstanding amount of the NCDs after providing at least 21 days prior notice for such roll over and in accordance with the Debt Regulations. The Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over.

4.

5.

6.

The aforementioned rights of the NCD holders are merely indicative. The final rights of the NCD holders will be as per the terms of the Prospectus and the Debenture Trust Deed to be executed between our Company and the Debenture Trustee. Minimum Subscription If our Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. ` 37,500 lacs, prior to allotment, the entire subscription shall be refunded to the applicants within 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. Market Lot & Trading Lot Under Section 68B of the Act, the NCDs shall be allotted only in dematerialized form. As per the Debt Regulations, the trading of the NCDs shall be in dematerialised form only. Since trading of the NCDs is in dematerialised form, the tradable lot is one NCD. Allotment in the Issue will be in electronic form in multiples of one NCD. For details of allotment refer to chapter titled Issue Procedure under section titled Issue Related Information beginning on page 202 of this Draft Prospectus. Nomination facility to NCD holder In accordance with Section 109A of the Act, the sole NCD holder or first NCD holder, along with other joint NCD holders (being individual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the NCD. A person, being a nominee, becoming entitled to the NCD by reason of the death of the NCD holder(s), shall be entitled to the same rights to which he would be entitled if he were the registered holder of the NCD. Where the nominee is a minor, the NCD holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the NCD(s), in the event of his death, during the minority. A nomination shall stand rescinded upon sale of a NCD by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the - 188 -

NCD is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at our Registered/ Corporate Office or at such other addresses as may be notified by us. NCD holder(s) are advised to provide the specimen signature of the nominee to us to expedite the transmission of the NCD(s) to the nominee in the event of demise of the NCD holder(s). The signature can be provided in the Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional. In accordance with Section 109B of the Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Act, shall upon the production of such evidence as may be required by our Board, elect either: (a) (b) to register himself or herself as the holder of the NCDs; or to make such transfer of the NCDs, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, our Board may thereafter withhold payment of all interests or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with. Notwithstanding anything stated above, since the allotment of NCDs in this Issue will be made only in dematerialised mode, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective Depository Participant. Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in Mumbai, India. Application in the Issue NCDs being issued through this Draft Prospectus can be applied for in the dematerialised form only through a valid Application Form filled in by the applicant along with attachment, as applicable. Period of Subscription The subscription list shall remain open for a period as indicated below, with an option for early closure or extension by such period, as may be decided by the duly authorised committee of Directors of our Company, subject to necessary approvals. In the event of such early closure of subscription list of the Issue, our Company shall ensure that notice of such early closure is given one day prior to such early date of closure through advertisement/s in a leading national daily newspaper.

Issue Opens on Closing Date Restriction on transfer of NCDs

[] []

There are no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under RBI requirements and as provided in our Articles of Association. Please refer to the section titled Summary of the Key Provisions of the Articles of Association beginning on page 245 of this Draft Prospectus.

- 189 -

ISSUE STRUCTURE Public Issue of NCDs aggregating upto ` 50,000 lacs with an option to retain over-subscription upto ` 50,000 lacs for issuance of additional NCDs, aggregating to a total of up to ` 1,00,000 lacs. The key common terms and conditions of the NCDs are as follows: Particulars Minimum Application Size Terms and Conditions The minimum number of NCDs per application form will be calculated on the basis of the total number of NCDs applied for under each such Application Form and not on the basis of any specific option Compulsorily in dematerialised form Full amount on application 1 (one) NCD Category I Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs; Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised to invest in the NCDs; Venture Capital funds registered with SEBI; Insurance Companies registered with the IRDA; National Investment Fund; Mutual Funds;

Mode of allotment Terms of Payment Trading Lot Who can Apply

Category II Companies; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the NCDs; Public/private charitable/religious trusts which are authorised to invest in the NCDs; Scientific and/or industrial research organisations, which are authorised to invest in the NCDs; Partnership firms in the name of the partners; and Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009)

Category III* The following persons/entities Resident Indian individuals; and Hindu Undivided Families through the Karta.

*With respect to applications received from Category III applicants, applications by applicants who apply for NCDs aggregating to a value not more than ` 5 Lacs, across all series of NCDs, (Option I and/or Option II), shall be grouped - 190 -

together, (Reserved Individual Portion) while applications by applicants who apply for NCDs aggregating to a value exceeding ` 5 Lacs, across all series of NCDs, (Option I and/or Option II), shall be separately grouped together, (Unreserved Individual Portion). Participation by any of the above-mentioned investor classes in this Issue will be subject to applicable statutory and/or regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions. In case of Application Form being submitted in joint names, the applicants should ensure that the de-mat account is also held in the same joint names, and the names are in the same sequence in which they appear in the Application Form. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs pursuant to the Issue. For further details, please see Issue Procedure on page 202.

Principal Terms and Conditions of the Issue

TERMS AND CONDITIONS IN CONNECTION WITH THE NCDs Nature of the NCDs We are offering NCDs which shall have a fixed rate of interest. The NCDs will be issued at a face value of ` 1,000/- per NCD. Interest on the NCDs shall be payable on an annual basis, as set out hereinafter. The terms of the NCDs offered pursuant to the Issue are as follows: Options Frequency of Interest Payment Minimum Application In Multiples of Face Value of NCDs (` / NCD) Issue Price (` / NCD) Mode of Interest Payment Coupon (%) for NCD Holders in Category I and Category II Coupon (%) for NCD holders in the Reserved Individual Portion* Coupon (%) for NCD holders in the Unreserved Individual Portion Effective Yield (per annum)* I II Annual Annual ` 10,000/- (10 NCDs) (for all options of NCDs, namely Options I and Option II either taken individually or collectively) ` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 ` 1,000 ` 1,000 Through Various options available []% per annum []% per annum []% per annum For NCD holders in the Reserved Individual Portion []% For NCD holders in the Unreserved Individual Portion []% For all other NCD holders []% Exercisable at the end of 48 months from the Deemed Date of Allotment 60 months** 60 months from the Deemed Date of Allotment** Repayment of the Face Value plus any - 191 ` 1,000 Through Various options available []% per annum []% per annum []% per annum For NCD holders in the Reserved Individual Portion []% For NCD holders in the Unreserved Individual Portion []% For all other NCD holders []% Nil 36 months 36 months from the Deemed Date of Allotment. Repayment of the Face Value plus

Put and call option Tenor Redemption Date

Redemption Amount (`/NCD)

Options

Nature of Indebtedness

I interest that may have accrued at the Redemption Date, or at the date of early redemption if any Put Option or Call Option is exercised, as the case may be** Pari Passu with other secured creditors and priority over unsecured creditors Credit Rating

II any interest that may have accrued at the Redemption Date.

Pari Passu with other secured creditors and priority over unsecured creditors

CRISIL

'AA/Stable' for an amount of upto ` 1,00,000 Lacs

'AA/Stable' for an amount of upto ` 1,00,000 Lacs

'CARE AA+' for an amount of upto ` 'CARE AA+' for an amount of upto 1,00,000 Lacs ` 1,00,000 Lacs Deemed date of allotment shall be Deemed date of allotment shall be Deemed Date of Allotment the date of issue of the Allotment the date of issue of the Allotment Advice / regret. Advice / regret. * Senior Citizens in the Reserved Individual Portion holding Option I and/or Option II NCDs shall be entitled to an additional interest rate of [] % per annum over and above the interest specified in this row. Additional interest to Senior Citizens in the Reserved Individual Portion, shall be applicable only to the first allottees of such NCDs. If NCDs allotted to any Senior Citizen are transferred or transmitted, subsequent to the allotment thereof, the subsequent holder of such NCDs (irrespective of such subsequent holder being a Senior Citizen) shall not be entitled to the aforesaid additional interest. CARE ** Subject to the exercise of the put and/or call option Interest and Payment of Interest A. Interest In case of Option I NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option I NCD: Category of NCD Holder Category I and Category II Reserved Individual Portion (Non Senior Citizens) Reserved Individual Portion (Senior Citizens) * Unreserved Individual Portion Rate of Interest per annum (%) [] [] [] []

Option I NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 60 months from the deemed date of allotment, or on the date of early redemption in case of the exercise of any put/call option. In case of Option II NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option II NCD: Category of NCD Holder Category I and Category II Reserved Individual Portion (Non Senior Citizens) Rate of Interest per annum (%) [] [] - 192 -

Category of NCD Holder Reserved Individual Portion Citizens) * Unreserved Individual Portion

Rate of Interest per annum (%) (Senior [] []

Option II NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 36 months from the deemed date of allotment. If the date of interest payment falls on a Saturday, Sunday or a public holiday in Mumbai or any other payment centre notified in terms of the Negotiable Instruments Act, 1881, then interest would be paid on the next working day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force. Please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of this Draft Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs. As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be withheld on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the rules made thereunder. Accordingly, no tax will be deducted at source from the interest on listed NCDs held in the dematerialised form. However in case of NCDs held in physical form, as per the current provisions of the IT Act, tax will not be deducted at source from interest payable on such NCDs held by the investor (in case of resident individual NCD holders), if such interest does not exceed ` 2,500 in any financial year. If interest exceeds the prescribed limit of ` 2,500 on account of interest on the NCDs, then the tax will be deducted at applicable rate. However in case of NCD holders claiming non-deduction or lower deduction of tax at source, as the case may be, the NCD holder should furnish either (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given by individuals who are of the age of 65 years or more (ii) Form 15G which can be given by all applicants (other than companies, and firms ), or (b) a certificate, from the Assessing Officer which can be obtained by all applicants (including companies and firms) by making an application in the prescribed form i.e. Form No.13. The aforesaid documents, as may be applicable, should be submitted to our Company quoting the name of the sole/ first NCD holder, NCD folio number and the distinctive number(s) of the NCD held, prior to the record date to ensure non-deduction/lower deduction of tax at source from interest on the NCD. The investors need to submit Form 15H/ 15G/certificate in original from Assessing Officer for each financial year during the currency of the NCD to ensure non-deduction or lower deduction of tax at source from interest on the NCD. * Additional interest to Senior Citizens in the Reserved Individual Portion, shall be applicable only to the first allottees of such NCDs. If NCDs allotted to any Senior Citizen are transferred or transmitted, subsequent to the allotment thereof, the subsequent holder of such NCDs (irrespective of such subsequent holder being a Senior Citizen) shall not be entitled to the aforesaid additional interest.

B.

Payment of Interest Annual Payment of Interest For NCDs subscribed under Option I and Option II, the relevant interest will be paid on the first day of April every year for the amount outstanding. The first interest payment will be made on April 1, 2012 for the period commencing from the Deemed Date of Allotment till March 31, 2012. The last interest payment will be made at the time of redemption of the NCD on a pro rata basis.

C.

Payment of Interest to NCD Holders Payment of Interest will be made to those NCD holders whose names appear in the register of NCD holders - 193 -

(or to first holder in case of joint-holders) as on record date. We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the investors. In such cases, interest, on the interest payment date, would be directly credited to the account of those investors who have given their bank mandate. We may offer the facility of NECS, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to help NCD holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Refer to the paragraph on Manner of Payment of Interest/Refund/Redemption at page 195 in this Draft Prospectus. Tax exemption certificate/document, if any, must be lodged at the office of the Registrar at least 7(seven) days prior to the record date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Companys books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted. Maturity and Redemption The NCDs issued pursuant to this Draft Prospectus have a fixed maturity date. The date of maturity for NCDs subscribed under Option I and Option II is 60 months and 36 months, respectively, from the Deemed Date of Allotment. The redemption of NCDs is subject to the exercise of any put / call option with respect to Option I NCDs which can be exercised by any NCD holder/ Company. Options I II If put / call option is exercised 48 months from the Deemed date of Allotment Not Applicable At the end of maturity period 60 months from the Deemed Date of Allotment 36 months from the Deemed Date of Allotment

Deemed Date of Allotment Deemed date of allotment shall be the date of issue of the Allotment Advice / regret. Application Size Each application should be for a minimum of 10 NCDs and multiples of 1 NCD thereof. The minimum application size for each application for NCDs would be ` 10,000/- (for all options of NCDs namely, Option I and Option II NCDs either taken individually or collectively) and in multiples of ` 1,000/- thereafter. Applicants can apply for any or all options of NCDs offered hereunder (any/all options) using the same Application Form. Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Terms of Payment The entire issue price of ` 1,000 per NCD is payable on application itself. In case of allotment of lesser number of NCDs than the number of NCDs applied for, our Company shall refund the excess amount paid on application to the applicant in accordance with the terms of this Draft Prospectus. For further details please refer to the paragraph on Interest on Application Money beginning on page 200 of this Draft Prospectus. Record Date The record date for payment of interest in connection with the NCDs or repayment of principal in connection therewith shall be 15 (fifteen) days prior to the date on which interest is due and payable, or the date of redemption or early redemption or as prescribed by the relevant stock exchange(s). - 194 -

Manner of Payment of Interest / Refund / Redemption The manner of payment of interest / refund / redemption in connection with the NCDs is set out below: For NCDs applied / held in electronic form: The bank details will be obtained from the Depositories for payment of Interest / refund / redemption as the case may be. Applicants who have applied for or are holding the NCDs in electronic form, are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to the applicant at the applicants sole risk, and the Lead Managers, the Co-Lead Managers, our Company nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same. For NCDs held in physical form: The bank details will be obtained from the Registrar to the Issue for payment of interest / refund / redemption as the case may be. The mode of interest / refund / redemption payments shall be undertaken in the following order of preference: 1. Direct Credit

Investors having their bank account with the Refund Banks, shall be eligible to receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to their bank account with the Refund Banker. 2. NECS

Payment of interest / refund / redemption shall be undertaken through NECS for applicants having an account at the centers mentioned in NECS MICR list. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code, IFSC code, bank account number, bank name and branch name as appearing on a cheque leaf, from the Depositories. One of the methods for payment of interest / refund / redemption is through NECS for applicants having a bank account at any of the abovementioned centers. 3. RTGS

Applicants having a bank account with a participating bank and whose interest payment / refund / redemption amount exceeds ` 2 lacs, or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive interest payment / refund / redemption through RTGS are required to provide the IFSC code in the Application Form or intimate our Company and the Registrars to the Issue at least 7 (seven) days before the record date. Charges, if any, levied by the applicants bank receiving the credit would be borne by the applicant. In the event the same is not provided, interest payment / refund / redemption shall be made through NECS subject to availability of complete bank account details for the same as stated above. 3. NEFT

Payment of interest / refund / redemption shall be undertaken through NEFT wherever the applicants bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the de-mat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of interest/refund/redemption will be made to the applicants through this method. - 195 -

4.

Registered Post/Speed Post

For all other applicants, including those who have not updated their bank particulars with the MICR code, the interest payment / refund / redemption orders shall be dispatched under certificate of posting for value up to ` 1,500/- and through Speed Post/ Registered Post for refund orders /interest payment/redemption orders of ` 1,500/- and above. Please note that applicants are eligible to receive payments through the modes detailed in (1), (2) (3), and (4) herein above provided they provide necessary information for the above modes and where such payment facilities are allowed / available. Please note that our Company shall not be responsible to the holder of NCD, for any delay in receiving credit of interest / refund / redemption so long as our Company has initiated the process of such request in time. Printing of Bank Particulars on Interest Warrants As a matter of precaution against possible fraudulent encashment of refund orders and interest/redemption warrants due to loss or misplacement, the particulars of the applicants bank account are mandatorily required to be given for printing on the orders/ warrants. In relation to NCDs applied and held in dematerialized form, these particulars would be taken directly from the depositories. In case of NCDs held in physical form either on account of rematerialisation or transfer, the investors are advised to submit their bank account details with our Company / Registrar at least 7 (seven) days prior to the record date failing which the orders / warrants will be dispatched to the postal address of the holder of the NCD as available in the records of our Company. Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified. Loan against NCDs Our Company, at its sole discretion, subject to applicable statutory and/or regulatory requirements, may consider granting of a loan facility to the holders of NCDs against the security of such NCDs. Such loans shall be subject to the terms and conditions as may be decided by our Company from time to time. Buy Back of NCDs Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company. Form and Denomination In case of NCDs held in physical form, a single certificate will be issued to the NCD holder for the aggregate amount (Consolidated Certificate) for each type of NCDs. The applicant can also request for the issue of NCD certificates in denomination of one NCD (Market Lot). In respect of Consolidated Certificates, we will, only upon receipt of a request from the NCD holder, split such Consolidated Certificates into smaller denominations subject to the minimum of Market Lot. No fees would be charged for splitting of NCD certificates in Market Lots, but stamp duty payable, if any, would be borne by the NCD holder. The request for splitting should be accompanied by the original NCD certificate which would then be treated as cancelled by us. Procedure for Redemption by NCD holders Subject to the exercise of the put option by the NCD holder / call option by our Company, the procedure for redemption is set out below: NCDs held in physical form: No action would ordinarily be required on the part of the NCD holder at the time of redemption and the - 196 -

redemption proceeds would be paid to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of Redemption. However, our Company may require that the NCD certificate(s), duly discharged by the sole holder/all the joint-holders (signed on the reverse of the NCD certificate(s)) be surrendered for redemption on maturity and should be sent by the NCD holder(s) by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified by us from time to time. NCD holder(s) may be requested to surrender the NCD certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the redemption date so as to facilitate timely payment. We may at our discretion redeem the NCDs without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the redemption proceeds would be paid to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of redemption of NCDs. In such case, the NCD certificates would be deemed to have been cancelled. Also see the para Payment on Redemption given below. NCDs held in electronic form: No action is required on the part of NCD holder(s) at the time of redemption of NCDs.

Payment on Redemption The manner of payment of redemption is set out below: NCDs held in physical form: The payment on redemption of the NCDs will be made by way of cheque/pay order/ electronic modes. However, if our Company so requires, the aforementioned payment would only be made on the surrender of NCD certificate(s), duly discharged by the sole holder / all the joint-holders (signed on the reverse of the NCD certificate(s)). Despatch of cheques/pay order, etc. in respect of such payment will be made on the Redemption Date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate. In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the Redemption Date to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of Redemption. Hence the transferees, if any, should ensure lodgement of the transfer documents with us at least 7 (seven) days prior to the record date. In case the transfer documents are not lodged with us at least 7 (seven) days prior to the record date and we dispatch the redemption proceeds to the transferor, claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrars. Our liability to holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of early redemption (in case of an exercise of the put/call option)/ redemption in all events and when we dispatch the redemption amounts to the NCD holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s). NCDs held in electronic form: On the redemption date, or the date of early redemption (in case of an exercise of the put/call option), redemption proceeds would be paid by cheque /pay order / electronic mode to those NCD holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories records on the record date fixed for the purpose of redemption. These NCDs will be simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the corresponding value of the NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of NCD holders. Our liability to NCD holder(s) towards his/their rights including for payment or otherwise shall stand extinguished - 197 -

from the date of early redemption (in case of an exercise of the put/call option)/ redemption in all events and when we dispatch the redemption amounts to the NCD holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s). Redemption Date Option I NCDs will be redeemed at the expiry of 60 months from the Deemed Date of Allotment, subject to the exercise of any put option by the Option I NCD holders / call option by our Company, as the case may be. Option II NCDs will be redeemed at the expiry of 36 months from the Deemed Date of Allotment. Put / Call Option With respect to Option I NCDs, the holders thereof shall at the expiry of 48 months, from the Deemed Date of Allotment, have the right to seek redemption of such Option I NCDs held by them, (Put Option). A NCD holder of Option I NCDs, may at his discretion, redeem any number of Option I NCDs held by him, while exercising such Put Option. With respect to Option I NCDs, our Company shall at the expiry of 48 months have the right to redeem such outstanding Option I NCDs, (Call Option). The holders of Option II NCDs shall not be entitled to exercise any Put Option in connection with such Option II NCDs held by them. Our Company shall not be entitled to exercise any Call Option in connection with any Option II NCDs. Procedure for Exercise of Put Option At the expiry of 48 months with respect to Option I NCDs from the Deemed Date of Allotment, (Early Redemption (Put) Date), a holder of Option I NCDs has the right to exercise his Put Option with respect to the Option I NCDs held by him within 30 days from the Early Redemption (Put) Date (Early Redemption (Put) Period). During the Early Redemption (Put) Period, an Option I NCD holder seeking to exercise his Put Option can approach our Company in writing of his intention to redeem any or all of the Option I NCDs held by him. The Option I NCDs with respect to which an NCD holder exercises his Put Option will be redeemed within 30 (thirty) days from the expiry of the Early Redemption (Put) period. Procedure for Exercise of Call Option At the expiry of 48 months with respect to Option I NCDs from the Deemed Date of Allotment, (Early Redemption (Call) Date), our Company has the right to exercise its Call Option with respect to Option I NCDs within 30 days from the Early Redemption (Call) Date (Early Redemption (Call) Period). During the Early Redemption (Call) Period, our Company can send a notice in writing to the holder of any Option I NCDs, (as on record on the Early Redemption (Call) Date), calling for redemption of all Option I NCDs that are outstanding. The Call can be exercised for all outstanding Option I NCDs. The Option I NCDs with respect to which our Company exercises its Call Option will be redeemed within 30 (thirty) days from the expiry of the Early Redemption (Call) Period. Method for calculation for Early Redemption On exercise of the Put Option by the holders of Option I NCDs and/or the Call Option by our Company, in connection with Option I NCDs, as the case may be, the NCDs will be redeemed at their respective face value along with interest accrued thereon, if any. Right to Reissue NCD(s) - 198 -

Subject to the provisions of the Act, where we have fully redeemed or repurchased any NCD(s), we shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof, for the purpose of resale or reissue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or reissuing the same NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original NCDs. Transfer/Transmission of NCD (s) The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Act. The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Articles and the Act shall apply, mutatis mutandis (to the extent applicable to debentures) to the NCD(s) as well. In respect of the NCDs held in physical form, a suitable instrument of transfer as may be prescribed by the Issuer may be used for the same. The NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer or Registrar. For NCDs held in electronic form: The normal procedure followed for transfer of securities held in dematerialised form shall be followed for transfer of the NCDs held in electronic form. The seller should give delivery instructions containing details of the buyers DP account to his depository participant. In case the transferee does not have a DP account, the seller can re-materialise the NCDs and thereby convert his dematerialised holding into physical holding. Thereafter the NCDs can be transferred in the manner as stated above. In case the buyer of the NCDs in physical form wants to hold the NCDs in dematerialised form, he can choose to dematerialise the securities through his DP. Joint-holders Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles. Sharing of Information We may, at our option, use on our own, as well as exchange, share or part with any financial or other information about the NCD holders available with us, with our subsidiaries, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information. Notices All notices to the NCD holder(s) required to be given by us or the Debenture Trustee will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time. Issue of Duplicate NCD Certificate(s) If any NCD certificate(s) is/are mutilated or defaced or the cages for recording transfers of NCDs are fully utilised, the same may be replaced by us against the surrender of such certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and upon - 199 -

furnishing such indemnity/security and/or documents as we may deem adequate, duplicate NCD certificate(s) shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall stand cancelled. Security The principal amount of the NCDs to be issued in terms of this Draft 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 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. Our Company intends to enter into an agreement with the Debenture Trustee, (Debenture Trust Deed), the terms of which will govern the appointment of the Debenture Trustee. Our Company proposes to complete the execution of the Debenture Trust Deed during the subscription period after the minimum subscription for the Issue has been achieved and utilize the funds after the stipulated security has been created. Under the terms of the Debenture Trust Deed, our Company will covenant with the Debenture Trustee that it will pay the NCD holders the principal amount on the NCDs on the relevant redemption date and also that it will pay the interest due on NCDs on the rate specified in this Draft Prospectus and in the Debenture Trust Deed The Debenture Trust Deed will also provide that our Company may withdraw any portion of the security and replace with another asset of the same or a higher value. Trustees for the NCD holders We have appointed IDBI Trusteeship Services Limited to act as the Debenture Trustees for the NCD holders. We and the Debenture Trustee will execute a Debenture Trust Deed, inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The NCD holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD holder(s). Any payment made by us to the Debenture Trustee on behalf of the NCD holder(s) shall discharge us pro tanto to the NCD holder(s). The Debenture Trustee will protect the interest of the NCD holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost. Future Borrowings We will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual requirement, and change the capital structure including the issue of shares of any class, on such terms and conditions as we may think appropriate, without the consent of, or intimation to, the NCD holders or the Debenture Trustee in this connection. Interest on Application Money Interest on application monies received which are used towards allotment of NCDs Our Company shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of []% per annum.

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Our Company has a right to withdraw the Issue at anytime 2 (two) days prior to Issue closing date for receiving subscription in the Issue. Our Company shall in the event of such withdrawal, subject to receipt of a minimum subscription of 75 % of the Base Issue, i.e. ` 37,500 lacs, allot NCDs to all applicants who have applied for NCDs upto one day prior to the date by which Company gives notice for withdrawal of Issue. Further our Company shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of []% per annum. However, it is clarified that in the event that our Company does not receive a minimum subscription of 75 % of the Base Issue, i.e. ` 37,500 lacs our Company will not allot any NCDs to applicants. Our Company may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the applicants. Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk of the applicant, to the sole/first applicant. Interest on application monies received which are liable to be refunded Our Company shall pay interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of []% per annum. Such interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched / credited (in case of electronic payment) along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/first applicant. In the event our Company does not receive a minimum subscription of 75 % of the Base Issue, i.e. ` 37,500 lacs on the date of closure of the Issue, our Company shall pay interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application to the Bankers to the Issue as acknowledged) whichever is later upto one day prior to the date of closure of the Issue or one day prior to the date on which Company gives notice for withdrawal of Issue, as the case may beat the rate of []% per annum. Such interest shall be paid along with the monies liable to be refunded. Provided that, notwithstanding anything contained hereinabove, our Company shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant. Please refer to Rejection of Application at page 209 of this Draft Prospectus.

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ISSUE PROCEDURE 1. i. How to Apply? Availability of Prospectus and Application Forms

The abridged Prospectus containing the salient features of the Prospectus together with Application Forms and copies of the Prospectus may be obtained from our Registered Office, Lead Manager(s) to the Issue, the Co-Lead Manager(s) to the Issue, the Registrar to the Issue and at branches/collection centres of the Bankers to the Issue, as mentioned on the Application Form. In addition, Application Forms would also be made available to the stock exchanges where listing of the NCDs are sought and to brokers, on their request. We may provide Application Forms for being filled and downloaded at such websites as we may deem fit. ii. Who can Apply

The following categories of persons are eligible to apply in the Issue: Category I Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs; Provident Funds, Pension Funds, Superannuation Funds and Gratuity Funds, which are authorised to invest in the NCDs Venture Capital funds registered with SEBI; Insurance Companies registered with the IRDA National Investment Fund; and Mutual Funds.

Category II Companies, Bodies Corporate and Societies registered under the applicable laws in India and authorised to invest in NCDs; Public/Private Charitable/Religious Trusts which are authorised to invest in the NCDs; Scientific and/or Industrial Research Organisations, which are authorised to invest in the NCDs; Partnership Firms in the name of the partner; and Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009)

Category III* Resident Indian individuals; and Hindu Undivided Families through the Karta.

* With respect to applications received from Category III applicants, applications by applicants who apply for NCDs aggregating to a value not more than ` 5 Lacs, across all series of NCDs, (Option I and/or Option II), shall be grouped together, (Reserved Individual Portion) while applications by applicants who apply for NCDs aggregating to a value exceeding ` 5 Lacs, across all series of NCDs, (Option I and/or Option II), shall be separately grouped together, (Unreserved Individual Portion). Note: Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. - 202 -

Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs pursuant to the Issue. The Lead Managers, the Co-Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue. The information below is given for the benefit of the investors. Our Company, the Lead Managers, and/or the Co-Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Prospectus. Investors are advised to ensure that the aggregate number of NCDs applied for does not exceed the investment limits or maximum number of NCDs that can be held by them under applicable law. Grouping of Applications and Allocation Ratio For the purposes of the basis of allotment: i) Applications received from Category I applicants: Applications received from Category I, shall be grouped together, (Institutional Portion); Applications received from Category II applicants: Applications received from Category II, shall be grouped together, (Non-Institutional Portion); Applications received from Category III applicants: Further with respect to applications received from Category III applicants, applications by applicants who apply for NCDs aggregating to a value not more than ` 5 Lacs, across all series of NCDs (Option I and/or Option II), shall be grouped together, (Reserved Individual Portion) while applications by applicants who apply for NCDs aggregating to a value exceeding ` 5 Lacs (Option I and/or Option II,), shall be separately grouped together, (Unreserved Individual Portion). For further details please refer to Additional Applications beginning on page 208 of this Draft Prospectus.

ii)

iii)

For removal of doubt, Institutional Portion, Non-Institutional Portion Reserved Individual Portion and Unreserved Individual Portion are individually referred to as Portion and collectively referred to as Portions Applications by Mutual Funds No mutual fund scheme shall invest more than 15% of its NAV in debt instruments issued by a single Company which are rated not below investment grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the Board of Trustees and the Board of Asset Management Company A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such applications shall not be treated as multiple applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. The applications must be also accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.

Application by Scheduled Banks, Co-operative Banks and Regional Rural Banks Scheduled Banks, Co-operative banks and Regional Rural Banks can apply in this public issue based upon their own investment limits and approvals. The application must be accompanied by certified true copies of (i) Board Resolution authorising investments; (ii) Letter of Authorisation. Failing this, our Company reserves the right to accept or reject any - 203 -

Application in whole or in part, in either case, without assigning any reason therefor. Application by Insurance Companies In case of Applications made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with Application Form. The applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii) Power of Attorney (iii) Resolution authorising investment and containing operating instructions (iv) Specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by Trusts In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to the Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor.

iii. Applications cannot be made by: a) b) c) d) e) f) 2. Minors without a guardian name; Foreign nationals; Persons resident outside India; Foreign Institutional Investors; Non Resident Indians; and Overseas Corporate Bodies

Escrow Mechanism

We shall open Escrow Accounts with one or more Escrow Collection Bank(s) in whose favour the applicants shall make out the cheque or demand draft in respect of their application. Cheques or demand drafts for the application amount received from applicants would be deposited in the respective Escrow Account. Upon creation of security as disclosed in this Draft Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the Escrow Accounts to a separate bank account as per the terms of the Escrow Agreement, (Public Issue Account). Payments of refund to the applicants shall also be made from the Escrow Accounts/refund account(s) as per the terms of the Escrow Agreement and this Draft Prospectus. The Escrow Collection Bank(s) will act in terms of this Draft Prospectus, the Prospectus and the Escrow Agreement. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein. In terms of Debt Regulations, it is mandatory for our Company to keep the proceeds of the Issue in an escrow account until the documents for creation of security as stated in this Draft Prospectus are executed. 3. Filing of the Prospectus with ROC

A copy of the Prospectus shall be filed with the Registrar of Companies, Chennai, Tamil Nadu, in terms of section 56 and section 60 of the Act. - 204 -

4.

Pre-Issue Advertisement

Our Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed under Debt Regulations. Material updates, if any, between the date of filing of the Prospectus with ROC and the date of release of this statutory advertisement will be included in the statutory advertisement. 5. General Instructions Dos Check if you are eligible to apply; Read all the instructions carefully and complete the Application Form; Ensure that the details about Depository Participant and Beneficiary Account are correct as allotment of NCDs will be in the dematerialized form only; Ensure that you mention your PAN allotted under the IT Act Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek allotment of NCDs pursuant to the Issue. Donts: Do not apply for lower than the minimum application size; Do not pay the application amount in cash; Do not fill up the Application Form such that the NCDs applied for exceeds the issue size and/or investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations; Do not submit application accompanied with Stockinvest. 6. Instructions for completing the Application Form

A. Submission of Application Form Applications to be made in prescribed form only The forms to be completed in block letters in English Applications should be in single or joint names and should be applied by Karta in case of HUF Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his/her seal. All Application Forms duly completed together with cheque/bank draft for the amount payable on application must be delivered before the closing of the subscription list to any of the Bankers to the Public Issue or collection centre(s)/ agent(s) as may be specified before the closure of the Issue. Applicants at centres not covered by the branches of collecting banks can send their forms together with a cheque/draft drawn on/payable at a local bank in Chennai to the Registrar to the Issue by registered post. No receipt will be issued for the application money. However, Bankers to the Issue and/or their branches receiving the applications will acknowledge the same. Every applicant should hold valid Permanent Account Number (PAN) and mention the same in the Application Form. All applicants are required to tick the relevant column of Category of Investor in the Application Form. ALL APPLICATIONS BY CATEGORY I APPLICANTS SHALL BE RECEIVED ONLY BY THE LEAD MANAGERS AND THE CO-LEAD MANAGERS AND THEIR RESPECTIVE AFFILIATES. All applicants should apply for one or more type of NCDs and/or one or more option of NCDs in a single Application Form only. Our Company would allot Option I NCDs to all valid applications, wherein the applicants have not indicated their choice of NCDs. - 205 -

B. Applicants Bank Account Details It is mandatory for all the applicants to have their NCDs allotted in dematerialised form. The Registrars to the Issue will obtain the applicants bank account details from the Depository. The applicant should note that on the basis of the name of the applicant, Depository Participants (DP) name, Depository Participants identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Issue will obtain from the applicants DP account, the applicants bank account details. The investors are advised to ensure that bank account details are updated in their respective DP A/cs as these bank account details would be printed on the refund order(s), if any. Please note that failure to do so could result in delays in credit of refunds to applicants at the applicants sole risk and neither the Lead Managers, the Co-Lead Managers, our Company, the Refund Banker, nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same. C. Applicants Depository Account Details IT IS MANDATORY FOR ALL THE APPLICANTS TO HAVE THEIR NCDs IN DEMATERIALISED FORM. ALL APPLICANTS SHOULD MENTION THEIR DEPOSITORY PARTICIPANTS NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE APPLICATION FORM. Applicant should note that on the basis of name of the applicant, Depository Participants name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Application Form, the Registrar to the Issue will obtain from the Depository, demographic details of the investor such as address, bank account details for printing on refund orders and occupation (Demographic Details). Hence, applicants should carefully fill in their Depository Account details in the Application Form. These Demographic Details would be used for all correspondence with the applicants including mailing of the refund orders/ Allotment Advice and printing of bank particulars on the refund/interest order and the Demographic Details given by applicant in the Application Form would not be used for these purposes by the Registrar. Hence, applicants are advised to update their Demographic Details as provided to their Depository Participants and ensure that they are true and correct. By signing the Application Form, the applicant would have deemed to have authorised the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Refund Orders/Allotment Advice would be mailed at the address of the applicant as per the Demographic Details received from the Depositories. Applicant may note that delivery of Refund Orders/Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the applicant in the Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the applicants sole risk and neither we nor the Lead Managers, the Co-Lead Managers, or the Registrars shall be liable to compensate the applicant for any losses caused to the applicant due to any such delay or liable to pay any interest for such delay. However in case of applications made under power of attorney, our Company in its absolute discretion, reserves the right to permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of Refund Orders /Allotment Advice, the demographic details obtained from the Depository of the applicant shall be used. In case no corresponding record is available with the Depositories that matches all three parameters, namely, names of the applicants (including the order of names of joint holders), the Depository Participants identity (DP ID) and the beneficiarys identity, then such applications are liable to be rejected. - 206 -

D. Applications under Power of Attorney by limited companies, corporate bodies, registered societies etc. In case of Applications made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies etc, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum of Association and Articles of Association and/or bye laws must be lodged along with the Application Form, failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. E. Permanent Account Number The applicant or in the case of applications made in joint names, each of the applicant, should mention his or her Permanent Account Number (PAN) allotted under the IT Act. In accordance with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be the sole identification number for the participants transacting in the securities market, irrespective of the amount of transaction. Any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. It is to be specifically noted that the applicants should not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground. F. Terms of Payment The entire issue price for the NCDs is payable on application only. In case of allotment of lesser number of NCDs than the number applied, our Company shall refund the excess amount paid on application to the applicant. G. Payment Instructions for Applicants In pursuance of Debt Regulations, we shall open Escrow Account with the Escrow Collection Banks(s) for the collection of the application amount payable upon submission of the Application Form. Payment may be made by way of cheque/bank draft drawn on any bank, including a co-operative bank which is situated at and is member or sub-member of the Bankers clearing-house located at the place where the Application Form is submitted, i.e. at designated collection centres. Outstation cheques /bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Payment though stockinvest would also not be allowed as the same has been discontinued by the RBI vide notification No. DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stockinvest/Money Orders/Postal Orders will not be accepted. In case payment is effected in contravention of conditions mentioned herein, the application is liable to be rejected and application money will be refunded and no interest will be paid thereon. A separate cheque / bank draft must accompany each Application Form. All Application Forms received with outstation cheques, post dated cheques, cheques / bank drafts drawn on banks not participating in the clearing process, Money orders/postal orders, cash, stockinvest shall be rejected and the collecting bank shall not be responsible for such rejections. All cheques / bank drafts accompanying the application should be crossed A/c Payee only and (a) all cheques / bank drafts accompanying the applications made by eligible applicants must be made payable to Escrow Account STFC NCD Public Issue. The Escrow Collection Bank(s) shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into a public issue account after the creation of security as disclosed in this Draft Prospectus.

8.

Submission of Completed Application Forms All applications duly completed and accompanied by account payee cheques / drafts shall be submitted at the branches of the Bankers to the Issue (listed in the Application Form) or our Collection Centre(s)/ agent(s) as - 207 -

may be specified by us before the closure of the Issue. Our collection centre/ agent however, will not accept payments made in cash. However, Application Forms duly completed together with cheque/bank draft drawn on/payable at a local bank in Chennai for the amount payable on application may also be sent by Registered Post to the Registrar to the Issue, so as to reach the Registrar prior to closure of the Issue. Applicants at centres not covered by the branches of collecting banks can send their Application Forms together with cheque / draft drawn on / payable at a local bank in Chennai to the Registrar to the Issue by registered post. No separate receipts shall be issued for the application money. However, Bankers to the Issue at their designated branches/our Collection Centre(s)/ agent(s) receiving the duly completed Application Forms will acknowledge the receipt of the applications by stamping and returning the acknowledgment slip to the applicant. Applications shall be deemed to have been received by us only when submitted to Bankers to the Issue at their designated branches or at our Collection Centre/ agent or on receipt by the Registrar as detailed above and not otherwise. All applications by persons or entities belonging to Category I should be made in the form prescribed for Category I applicants and shall be received only by the Lead Managers, the Co-Lead Managers and their respective affiliates.

9.

On-line Applications We may decide to offer online application facility for NCDs, as and when it is permitted by law subject to terms and conditions as may be prescribed.

10. Other Instructions A. Joint Applications Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form and at the address mentioned therein. B. Additional Applications An applicant is allowed to make one or more applications for the NCDs for the same or other series of NCDs, subject to a minimum application size of ` 10,000/- and in multiples of ` 1,000/- thereafter, for each application. Any application for an amount below the aforesaid minimum application size will be deemed as an invalid application and shall be rejected. However, multiple applications by the same applicant belonging to Category III aggregating to a value exceeding ` 5 Lacs shall be grouped in the Unreserved Individual Portion, for the purpose of determining the basis of allotment to such applicant. However, any application made by any person in his individual capacity and an application made by such person in his capacity as a karta of a Hindu Undivided family and/or as joint applicant, shall not be deemed to be a multiple application. For the purposes of allotment of NCDs under the Issue, applications shall be grouped based on the PAN, i.e. applications under the same PAN shall be grouped together and treated as one application. Two or more applications will be deemed to be multiple applications if the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple application for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same. C. Depository Arrangements As per the provisions of Section 68B of the Act, the allotment of NCDs of our Company can be made in a dematerialised form, (i.e. not in the form of physical certificates but be fungible and be represented by the Statement issued through electronic mode). We have made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in - 208 -

dematerialised form. Please note that tripartite agreements have been executed between our Company, the Registrar and both the depositories. As per the provisions of the Depositories Act, 1996, the NCDs issued by us can be held in a dematerialized form. In this context: i Tripartite Agreement dated March 29, 2000 and April 30, 1999 between us, the Registrar to the Issue and CDSL and NSDL, respectively for offering depository option to the investors. ii. An applicant who wishes to apply for NCDs in the electronic form must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the application. iii. The applicant seeking allotment of NCDs in the Electronic Form must necessarily fill in the details (including the beneficiary account number and DPs ID) appearing in the Application Form under the heading Request for NCDs in Electronic Form. iv. NCDs allotted to an applicant in the Electronic Account Form will be credited directly to the applicants respective beneficiary account(s) with the DP. v. For subscription in electronic form, names in the Application Form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository. vi. Non-transferable Allotment Advice/refund orders will be directly sent to the applicant by the Registrars to this Issue. vii. If incomplete/incorrect details are given under the heading Request for NCDs in electronic form in the Application Form, it will be deemed to be an application for NCDs in physical form and thus will be rejected. viii. For allotment of NCDs in electronic form, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis--vis those with his/her DP. In case the information is incorrect or insufficient, our Company would not be liable for losses, if any. ix. It may be noted that NCDs in electronic form can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. NSE has connectivity with NSDL and CDSL. x. Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those NCD holders whose names appear on the list of beneficial owners given by the Depositories to us as on record date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the record date/ book closure date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days. xi. The trading of the NCDs shall be in dematerialized form only. D. Communications All future Communications in connection with Applications made in the Issue should be addressed to the Registrar to the Issue quoting all relevant details as regards the applicant and its application. Applicants can contact the Compliance Officer of our Company/Lead Managers/ the Co-Lead Managers or the Registrar to the Issue in case of any Pre-Issue related problems. In case of Post-Issue related problems such as nonreceipt of Allotment Advice / credit of NCDs in depositorys beneficiary account / refund orders, etc., applicants may contact the Compliance Officer of our Company/Lead Manager or Registrar to the Issue.

11. Rejection of Application The Board of Directors and/or any committee of our Company reserves its full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereof. Application may be rejected on one or more technical grounds, including but not restricted to: Applications not duly signed by the sole/joint applicants (in the same sequence as they appear in the records of the depository); Amount paid doesnt tally with the amount payable for the NCDs applied for; - 209 -

Age of First applicant not given; Application by persons not competent to contract under the Indian Contract Act, 1872 including minors (without the name of guardian) and insane persons; PAN not mentioned in the Application Form; GIR number furnished instead of PAN; Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations; Applications by persons/entities who have been debarred from accessing the capital markets by SEBI; Applications by any persons outside India; Any application for an amount below the minimum application size; Application for number of NCDs, which are not in multiples of one; Category not ticked; Application under power of attorney or by limited companies, corporate, trust etc., where relevant documents are not submitted; Application Form does not have applicants depository account details; Applications accompanied by Stockinvest/money order/postal order; Signature of sole and/ or joint applicant(s) missing; Application Forms not delivered by the applicant within the time prescribed as per the Application Form and the Prospectus and as per the instructions in the Prospectus and the Application Form; or In case the subscription amount is paid in cash. In case no corresponding record is available with the Depositories that matches three parameters namely, names of the applicant, the Depository Participants Identity and the beneficiarys account number. Application Form accompanied with more than one cheque. Institutional Investor Applications not procured by the Lead Managers or their respective affiliates. For further instructions regarding application for the NCDs, investors are requested to read the Application Form 12. Allotment Advice / Refund Orders The unutilised portion of the application money will be refunded to the applicant by an A/c Payee cheque/demand draft. In case the at par facility is not available, our Company reserves the right to adopt any other suitable mode of payment. The Company shall credit the allotted NCDs to the respective beneficiary accounts/despatch the Letter(s) of Allotment or Letter(s) of Regret/Refund Orders in excess of ` 1,500/-, as the case may be, by Registered Post/Speed Post at the applicants sole risk, within 30 days from the date of closure of the Issue. Refund Orders up to ` 1,500/- will be sent under certificate of posting. We may enter into an arrangement with one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/RTGS/NEFT. Further, a) Allotment of NCDs offered to the public shall be made within a time period of 30 days from the date of closure of the Issue; b) Credit to de-mat account will be given within 2 working days from the date of allotment c) Interest at a rate of 15 per cent per annum will be paid if the allotment has not been made and/or the Refund Orders have not been dispatched to the applicants within 30 days from the date of the closure of the Issue, for the delay beyond 30 days. The Company will provide adequate funds to the Registrars to the Issue, for this purpose. 13. Retention of oversubscription The Company is making a public Issue of NCDs aggregating upto ` 50,000 lacs with an option to retain oversubscription of NCDs up to ` 50,000 lacs.

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14. Basis of Allotment

Grouping of Applications and Allocation Ratio: Applications received from various applicants shall be grouped together on the following basis: i) Applications received from Category I applicants: Applications received from Category I, shall be grouped together, (Institutional Portion); Applications received from Category II applicants: Applications received from Category II, shall be grouped together, (Non-Institutional Portion); Applications received from Category III applicants: Further with respect to applications received from Category III applicants, applications by applicants who apply for NCDs aggregating to a value not more than ` 5 Lacs, across all series of NCDs, (Option I and/or Option II), shall be grouped together, (Reserved Individual Portion) while applications by applicants who apply for NCDs aggregating to a value exceeding ` 5 Lacs, across all series of NCDs, (Option I and/or Option II), shall be separately grouped together, (Unreserved Individual Portion). For further details please refer to Additional Applications beginning on page 208 of this Draft Prospectus. For removal of doubt, Institutional Portion, Non-Institutional Portion Reserved Individual Portion and Unreserved Individual Portion are individually referred to as Portion and collectively referred to as Portions For the purposes of determining the number of NCDs available for allocation to each of the abovementioned Portions, our Company shall have the discretion of determining the number of NCDs to be allotted over and above the Base Issue Size, in case our Company opts to retain any oversubscription in the Issue upto ` 1,00,000 Lacs. The aggregate value of NCDs decided to be allotted over and above the Base Issue Size, (in case our Company opts to retain any oversubscription in the Issue), and/or the aggregate value of NCDs upto the Base Issue Size shall be collectively termed as the Overall Issue Size. Basis of Allotment for NCDs (a) Allotments in the first instance: (i) Applicants belonging to the Institutional Portion, in the first instance, will be allocated NCDs upto 10% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); Applicants belonging to the Non-Institutional Portion, in the first instance, will be allocated NCDs upto 10% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); Applicants belonging to the Reserved Individual Portion, in the first instance, will be allocated NCDs upto 40% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); Applicants belonging to the Unreserved Individual Portion, in the first instance, will be allocated NCDs upto 40% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue);

ii)

iii)

(ii)

(iii)

(iv)

Allotments, in consultation with the Designated Stock Exchange, shall be made on a first-come first-serve basis, based on the date of presentation of each application to the Bankers to the Issue, in each Portion subject to the Allocation Ratio. (b) Under Subscription: Under subscription, if any, in Reserved Individual Portion or Unreserved Individual - 211 -

Portion shall first be met by inter-se adjustment between these two sub-categories. Thereafter, if there is any under subscription in any Portion, priority in allotments will be given to the Category III, with preference in allotments to Reserved Individual Portion applicants, and balance, if any, shall be first made to applicants of the Non-Institutional Portion (Category II), and thereafter to Institutional Portion (Category I) on a first come first serve basis, on proportionate basis. (c) For each Portion, all applications received on the same day by the Bankers to the Issue would be treated at par with each other. Allotment within a day would be on proportionate basis, where NCDs applied for exceeds NCDs to be allotted for each Portion respectively. Minimum allotments of 1NCD and in multiples of 1 NCD thereafter would be made in case of each valid application.

(d)

(e)

Allotments in case of oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of NCDs to the applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the applicants on the date of oversubscription (based on the date of presentation of each application to the Bankers to the Issue, in each Portion). Proportionate Allotments: For each Portion, on the date of oversubscription: i) Allotments to the applicants shall be made in proportion to their respective application size, rounded off to the nearest integer. ii) If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Issue size, not all applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each applicant whose allotment size, prior to rounding off, had the highest decimal point would be given preference. iii) In the event, there are more than one applicant whose entitlement remain equal after the manner of distribution referred to above, our Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner. Applicant applying for more than one series of NCDs: If an applicant has applied for more than one series of NCDs, (Option I and Option II, individually referred to as Series), and in case such applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Series-wise allocation of NCDs to such applicants shall be in proportion to the number of NCDs with respect to each Series, applied for by such applicant, subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers and Designated Stock Exchange. All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our Company in consultation with the Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provisions of this Draft Prospectus. Our Company would allot Option I NCDs to all valid applications, wherein the applicants have not indicated their choice of the relevant Series of NCDs (Option I, or Option II).

(f)

(g)

15. Investor Withdrawals and Pre-closure Investor Withdrawal: Applicants are allowed to withdraw their applications at any time prior to the closure of the Issue. Pre-closure: Our Company, in consultation with the Lead Managers reserve the right to close the Issue at any time prior to the Closing Date, subject to receipt of minimum subscription for NCDs aggregating to 75% of the Base Issue. Our Company shall allot NCDs with respect to the applications received at the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements. 16. Utilisation of Application Money - 212 -

The sum received in respect of the Issue will be kept in separate bank accounts and we will have access to such funds as per applicable provisions of law(s), regulations and approvals. 17. Utilisation of Issue Proceeds a) All monies received pursuant to the Issue of NCDs to public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Act. Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies had been utilised; and Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested. We shall utilize the Issue proceeds only upon creation of security as stated in this Draft Prospectus and on receipt of the minimum subscription of 75% of the Base Issue. The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property.

b)

c)

d)

e)

Listing Application has been made to the NSE for permission to deal in and for an official quotation of our NCDs. NSE has been appointed as the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by NSE, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at NSE are taken within 7 working days from the date of allotment. For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Options, such NCDs with Option(s) shall not be listed.

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SECTION VII : LEGAL AND OTHER INFORMATION PENDING PROCEEDINGS AND STATUTORY DEFAULTS

As on the date of this Draft Prospectus, there are no defaults in meeting statutory dues, institutional dues, and towards holders of instrument like debentures, fixed deposits and arrears on cumulative preference shares, etc, by our Company or by public companies promoted by the same promoter and listed on stock exchange. Save as disclosed hereinbelow, there are no pending proceedings pertaining to: a. b. matters likely to affect operation and finances of our Company including disputed tax liabilities of any nature; and criminal prosecution launched against our Company and the Directors for alleged offences under the enactments specified in Paragraph 1 of Part I of Schedule XIII to the Act.

1.

The State of Gujarat and the Inspector of Money Lenders, Gujarat have initiated criminal proceedings against our Company and our Managing Director, Mr. R. Sridhar, in connection with alleged contraventions of the Bombay Money Lenders Act, 1946, (Money Lenders Act), (Criminal Case No. 289 of 2008), before the Metropolitan Magistrate, Ahmedabad. The complainants have inter alia alleged in their pleadings that we have conducted the business of money lending without obtaining a license under the Money Lenders Act, and have allegedly violated other related provisions thereof. Accordingly, the complainants have sought to prosecute and penalize our Company and our managing director under Section 34 of the Money Lenders Act. We filed an application under Section 482 of the Code of Criminal Procedure, 1973 against the State of Gujarat and the Inspector of Money Lenders, Gujarat, before the Honble High Court of Gujarat at Ahmedabad, (Quashing Application), seeking to quash the Criminal Proceedings, and to stay the Criminal Proceedings during the pendency of the Quashing Application. These proceedings initiated against our Company and our Managing Director, and the application filed by our Company are pending hearing and final disposal.

2.

Our Company has filed an appeal before the Honble Supreme Court of India (Special Leave Petition (Civil) 35142 of 2009) against an order dated November 18, 2009 passed by the Honble High Court of Kerala in connection with a writ petiton filed by our Company challenging the action of Commissioner of Commercial Taxes, Kerela directing our Company to register under the provisions of the Kerala Money Lenders Act, 1946, (KMLA). The Honble High Court of Kerela, pursuant to the impugned order, had dismissed an appeal in connection with the aforesaid writ petition, thereby inter-alia confirming the aforesaid impugned order passed by the Commissioner of Commercial Taxes, Kerela. The Honble Supreme Court of India has admitted the aforesaid appeal and pursuant to an order dated December 16, 2009 stayed the operation of the impugned order. The aforesaid proceedings is pending hearing and final disposal. Our Company has filed a writ petition before the Honble High Court of Andhra Pradesh against the orders dated March 20, 2009 passed by the Commercial Tax Officer, Tirupati, wherein it has been alleged that our Company is liable to be assessed to tax under the Andhra Pradesh Value Added Tax Act, 2005 and the Andhra Pradesh General Sales Tax Act, 1957. Pursuant to the writ petition our Company has also challenged the notices dated March 21, 2009 issued by the Commercial Tax Officer, Andhra Pradesh proposing to levy interest and penalty. The Honble High Court of Andhra Pradesh has vide an order dated April 15, 2009 stayed the operation of the orders passed by the Commercial Tax Officer, Tirupati subject to our Company depositing 1/3rd of the disputed tax amount within 4 weeks from the date of aforesaid order, which our Company has deposited with the Honble High Court. The aforesaid petiton is pending hearing and final disposal. Our Company has filed a writ petition vide writ petition no. 7450 of 2010 before the Honble High Court of Madras dated April 5, 2010 against Union of India represented by its secretary and the Chairman of Central Board of Direct - 214 -

3.

4.

Taxes seeking an order for the stay on the operation of the section 206AA of the Income Tax Act, 1961 (IT Act) introduced by the Finance Act 02/2009 which inter alia provides that any person entitled to receive any sum or income or amount, on which income tax is deductible under Chapter XVIIB of the IT Act shall furnish his permanent account number to the person responsible for deducting such tax with effect from April 01, 2010 till the disposal of the aforesaid writ petition. Since our Company is a non banking financial institution, most of its constituents are depositors or debenture holders of small amounts and hence may not be assessable to income tax. The consequence and effect of the aforesaid provision is that even persons who hitherto are not subjected to the difficulties of securing the permanent account number when they do not have any assessable income are now compelled to obtain a permanent account number and produce the same before tax deductors which may cause inconvenience to the depositors or debenture holders of small amounts and in turn affects the business of our Company. 5. The State of Gujarat and the Inspector of Money Lenders, Gujarat have initiated criminal proceedings against our Company, in connection with alleged contraventions of the Bombay Money Lenders Act, 1946, (Money Lenders Act), (Criminal Case No. 2805 of 2009), before the Chief Judicial Magistrate, Himmatnagar. The complainants have inter alia alleged in their pleadings that we have conducted the business of money lending without obtaining a license under the Money Lenders Act, and have allegedly violated other related provisions thereof. Accordingly, the complainants have sought to prosecute and penalize our Company under Section 34 of the Money Lenders Act. We filed an application under Section 482 of the Code of Criminal Procedure, 1973 against the State of Gujarat and the Inspector of Money Lenders, Gujarat, before the Honble High Court of Gujarat at Ahmedabad, (Quashing Application), seeking to quash the Criminal Proceedings, and to stay the Criminal Proceedings during the pendency of the Quashing Application. These proceedings initiated against our Company, and the application filed by our Company are pending hearing and final disposal. 6. The State of Gujarat and the Inspector of Money Lenders, Gujarat have initiated criminal proceedings against our Company, in connection with alleged contraventions of the Bombay Money Lenders Act, 1946, (Money Lenders Act), (Criminal Case No. 8966 of 2009), before the Chief Judicial Magistrate Court, Palanpur. The complainants have inter alia alleged in their pleadings that we have conducted the business of money lending without obtaining a license under the Money Lenders Act, and have allegedly violated other related provisions thereof. Accordingly, the complainants have sought to prosecute and penalize our Company under Section 34 of the Money Lenders Act. We filed an application under Section 482 of the Code of Criminal Procedure, 1973 against the State of Gujarat and the Inspector of Money Lenders, Gujarat, before the Honble High Court of Gujarat at Ahmedabad, (Quashing Application), seeking to quash the Criminal Proceedings, and to stay the Criminal Proceedings during the pendency of the Quashing Application. These proceedings initiated against our Company, and the application filed by our Company are pending hearing and final disposal. 7. The Assistant Commissioner of Income Tax (Company Circle-VI-2), Chennai, (Assessing Officer) raised a demand amounting to ` 77,46,67,304 by order dated December 31, 2010 for the assessment year 2008-09 (Assessment Order) on the alleged grounds that our Company may have concealed income within the meaning of section 271 (1) (c) of the Income Tax Act, 1961. Our Company filed an appeal dated January 13, 2011 before the Commissioner of Income Tax (Appeals), (CIT Appeal) against the Assessment Order on the grounds that additions and disallowances made by the Assessing Officer are erroneous. The matter is pending hearing and final disposal. The Office of the Commmissioner of Central Excise, Madurai has issued a show cause notice dated May 2, 2006 calling upon our Company to show cause as to why service tax amounting to ` 1,15,12,240 under section 73 of (1) (a) of the Finance Act, 1994, (Finance Act) should not be demanded and recovered from Company, along with interest and penalties under sections 75, 76, 77 and 78 of the Finance Act. Our Company has filed a reply against the said show cause notice.

8.

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9.

The Office of the Commisioner of Service Tax, Mumbai has issued a notice (Show Cause Notice No. V/ST/DN.I/G.R.II /Audit/STFL/2008/3207) dated October 6, 2009 calling upon our Company to show cause as to why service tax amounting to ` 53,74,000 under section 73 of the Finance Act, 1994, (Finance Act) should not be demanded and recovered from Company, along with interest and penalties under sections 75, 76, 77 and 78 of the Finance Act. Our Company has filed a reply dated November 2, 2009 against the said show cause notice stating that no part in respect of hire purchase finance is eligible to service tax and in case of lease finance, principal and interest components of equated monthly installments are not subject to service tax The Assistant Commissioner of Income Tax (Company Circle-VI-2), Chennai, (Assessing Officer) raised a demand amounting to ` 48,31,211 by order dated December 3, 2010 for the assessment year 2003-04 (Assessment Order) on the alleged grounds that our Company has not offered interest income accrued on non performing asset on the basis of merchantile system of accounts . Our Company filed an appeal dated January 13, 2011 before the Commissioner of Income Tax (Appeals), (CIT Appeals) against the Assessment Order, challenging the legal validity of the claim that our Company has not admitted any income from non performing assets. The matter is pending hearing and final disposal.

10.

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OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue At the meeting of the Board of Directors of our Company, held on April 29, 2011 the Directors approved the issue of NCDs to the public upto an amount not exceeding ` 2,00,000 lacs. Prohibition by SEBI Our Company, persons in control of our Company and/or our Promoter have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. Further, no member of our promoter group has been prohibited or debarred by SEBI from accessing the securities market or dealing in securities due to fraud. Disclaimer Clause of the NSE

AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE HAS GIVEN VIDE ITS LETTER REF.:[] DATED [] PERMISSION TO THE ISSUER TO USE THE EXCHANGES NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THIS ISSUERS SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; NOR DOES IT WARRANT THAT THIS ISSUERS SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OF PROJECT OF THIS ISSUER. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.
Disclaimer Clause of the RBI THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED APRIL 17, 2007 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/ DISCHARGE OF LIABILITY BY - 217 -

THE COMPANY. Listing An application has been made to the NSE for permission to deal in and for an official quotation of our NCDs. NSE has been appointed as the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by NSE, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above are taken within 7 working days from the date of allotment. For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Options, such NCDs with Option(s) shall not be listed. Consents Consents in writing of: (a) the Directors, (b) our Company Secretary and Compliance Officer (c) Bankers to our Company and Bankers to the Issue; (d) Lead Managers and the Co-Lead Managers, (e) the Registrar to the Issue, (f) Lead Brokers to the Issue, (g) Legal Advisors to the Issue, (h) Credit Rating Agencies, (i) the Debenture Trustee, and (j) the Lead Brokers to act in their respective capacities, have been obtained and the same will be filed along with a copy of the Prospectus with the ROC. The joint consents of the Statutory Auditors of our Company, namely S. R. Batliboi & Co. and G. D. Apte & Co. for (a) inclusion of their names as the Statutory Auditors, (b) examination reports on Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements in the form and context in which they appear in this Draft Prospectus, have been obtained and the same will be filed along with a copy of this Draft Prospectus with the Designated Stock Exchange. Expert Opinion Except the reports issued by CRISIL dated May 30, 2011, in respect of the credit ratings issued thereby for this Issue which furnishes the rationale for its rating, our Company has not obtained any expert opinions. Common form of Transfer The Issuer undertakes that there shall be a common form of transfer for the NCDs and the provisions of the Companies Act, 1956 and all applicable laws shall be duly complied with in respect of all transfer of debentures and registration thereof. Minimum Subscription If our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. ` 37,500 lacs, the entire subscription shall be refunded to the applicants within 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. Filing of the Draft Prospectus The Draft Prospectus has been filed with NSE on [], 2011 in terms of Regulation 7 of the Debt Regulations for dissemination on their website(s). Debenture Redemption Reserve Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. The Ministry of - 218 -

Corporate Affairs has, through its circular dated April 18, 2002, (Circular), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be adequate to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly, our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shall credit adequate amounts of DRR, from its profits every year until such NCDs are redeemed. The amounts credited to DRR shall not be utilized by the company except for the redemption of the NCDs. Issue Related Expenses The expenses of this Issue include, among others, Fees for the Lead Managers and the Co-Lead Managers, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses to be incurred for the Issue size of upto ` 1,00,000 lacs (assuming the full subscription including the retention of over subscription of upto ` 50,000 lacs) are as follows:
(` in lacs) Activity Lead Management Fee/ Underwriting Commission Advertising and Marketing Expenses Printing and Stationery Fees payable legal advisors to the Issue Fess payable to the Registrars to the Issue Fees payable to the Debenture Trustee Others (Brokerage, Credit Rating Fee, Etc.) Total Expenses

[] [] [] [] [] [] [] []

The above expenses are indicative and are subject to change depending on the actual level of subscription to the Issue and the number of Allottees, market conditions and other relevant factors. Underwriting The Issue has not been underwritten. Details regarding the public issue during the last three years by our Company and other listed companies under the same management within the meaning of section 370(1B): Our Company has not made any public or rights or composite issue of capital during the last three years. There are no listed companies under the same management within the meaning of Section 370(1) (B) of the Companies Act, 1956. Public / Rights Issues Our Company has not made any public or rights issuances in the last five years. Previous Issue Pursuant to a prospectus dated July 16, 2009 our Company made a public issue of 99,99,996 secured non convertible debentures of face value ` 1,000.00 each and pursuant to a prospectus dated May 6, 2010 our Company made a public issue of 41,68,968 secured non convertible debentures and 8,31,031 unsecured non convertible debentures of face value of ` 1,000 each.

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Other than as specifically disclosed in this Draft Prospectus, our Company has not issued any securities for consideration other than cash. Commissions and Brokerage on previous issue ` 1,237.49 lacs was incurred towards commission and brokerage in connection with the public issue of 9,999,996 secured non convertible debentures of face value ` 1,000.00 each pursuant to the prospectus dated July 16, 2009 and ` 532.77 lacs was incurred towards commission and brokerage in connection with the public issue of 41,68,968 secured non convertible debentures and 8,31,031 unsecured non convertible debentures of face value ` 1,000.00 each pursuant to the prospectus dated May 6, 2010. Stock Market Data A. Our Equity Shares

Our Equity Shares are listed on the NSE, BSE and MSE. However our Equity Shares have not been traded on the MSE since February 2000. Our Company has made an application dated June 1, 2011 to the Madras Stock Exchange Limited for delisting of the equity shares of our Company. The high, low and average market prices of the Equity Shares of our Company during the preceding three years: BSE Year Date of High High (`) ` Volume on date of High (No. of Shares) 23,018 72,914 11766 Date of Low December 12, 2008 March 12, 2009 February 25, 2010 Low (`) 190.25 181.80 430.95 Volume on Date of low (No. of Shares) 27,142 1,233 34,801 Average (`)

2008

January 16, 408.45 2008 2009 December 484.90 31, 2009 2010 November 894.20 04, 2010 (Source: www.bseindia.com)

299.35 333.35 662.58

NSE Year Date of High High (`) Volume on date of High (No. of Shares) 52,132 2,45,151 1,49,590 Date of Low December 12, 2008 April 06, 2009 February 25, 2010 Low (`) 189.70 182.85 431.00 Volume on Date of low (No. of Shares) 1,37,507 1,02,272 2,43,753 Average (`)

January 16, 408.05 2008 2009 December 487.90 31, 2009 2010 November 893.35 04, 2010 (Source: www.nseindia.com) Notes

2008

298.88 335.38 662.18

High, low and average prices are of the daily closing prices. In case of two days with the same closing price, the date with higher volume has been considered.

Monthly high and low prices and trading volumes on the Stock Exchanges for the six months preceding the date of filing of this Draft Prospectus: BSE - 220 -

Month May 2011 April 2011 March 2011

Date

May 24, 2011 April 20, 2011 March 04, 2011 February 2011 February 21, 2011 January 2011 January 03, 2011 December 2010 December 03, 2010 (Source: www.bseindia.com)

High (`) ` 747.50 823.20 798.85 760.60 782.15 859.15

Volume (No. Date of Shares) 1,36,813 May 05, 2011 4,795 April 29, 2011 91,905 March 16, 2011 6,089 8,100 47,069 February 02, 2011 January 31, 2011 December 09, 2010

Low (`) ` 610.05 774.65 720.75 662.90 683.75 718.65

Volume (No. of Shares) 2,35,115 30,421 20,929 14,381 44,150 63,661

Average (`) 678.78 798.93 759.80 711.75 732.95 788.90

Month May 2011 April 2011 March 2011 February 2011

Date

May 24, 2011 April 20, 2011 March 04,2011 February 21, 2011 January 2011 January 03, 2011 December 2010 December 03, 2010 (Source: www.nseindia.com) Notes

High (`) ` 746.90 825.45 800.35 764.35 783.10 855.70

NSE Volume (No. of Date Shares) 1,386,386 May 05, 2011 71,969 April 29, 2011 9,01,843 March 16, 2011 4,44,337 February 02, 2011 52,234 January 31, 2011 5,11,005 December 10, 2010

Low Volume (No. of Average (`) Shares) (`) ` ` 608.60 22,99,268 677.75 774.90 6,30,303 800.18 719.90 7,62,546 760.13 661.55 2,15,782 712.95 686.75 717.50 3,72,409 15,64,448 734.93 786.60

High, low and average prices are of the daily closing prices. In case of two days with the same closing price, the date with higher volume has been considered.

Details of the volume of business transacted during the last six months on the Stock Exchanges where our securities are listed: (` lacs) Period BSE NSE May 2011 22,324,54 2,46,427.77 April 2011 4,537.08 48,197.20 March 2011 5,440.72 58,128.97 February 2011 6,354.73 53,341.10 January 2011 3,507.37 41,584.61 December 2010 5,847.26 78,114.93 (Source: www.bseindia.com, www.nseindia.com) B. Trading of Debentures

The following privately placed debentures issued by our Company have been traded on the WDM segment of NSE in the last 3 years preceding the date of this Draft Prospectus: ISIN No. Date of Trade Last Trade Price(` in lacs) 103.6359 102.2919 Last Trade Value(` in lacs) 2,500 5,000 - 221 Total Trade Value(` in lacs) 5,000 5,000 Last Trade Yield (%) per annum 7.2111 6.0665 Weighted Average Price (` in lacs) 103.6126 102.2919

INE721A07242 INE721A07242

July 21, 2009 January 12, 2010

ISIN No.

Date of Trade

INE721A07259 INE721A07259 INE721A07259 INE721A07259 INE721A07283 INE721A07309 INE721A07309 INE721A07309 INE721A07317 INE721A07333 INE721A07333 INE721A07424 INE721A07424 INE721A07424 INE721A07531 INE721A07531 INE721A07549 INE721A07549 INE721A07549 INE721A07549 INE721A07549 INE721A07549 INE721A07549 INE721A07549 INE721A07549 INE721A07549 INE721A07598 INE721A07598 INE721A07655 INE721A07663 INE721A07689 INE721A07929

April 9, 2009 July 21, 2009 October 6, 2009 March 10, 2010 April 29, 2010 January 12, 2010 April 12, 2010 July 2, 2010 August 7, 2009 April 20, 2009 May 13, 2009 October 8, 2009 October 29, 2009 November 3, 2009 October 23, 2009 July 28, 2010 April 2, 2009 April 8, 2009 April 24, 2009 September 1, 2009 September 2, 2009 September 8, 2009 September 16, 2009 October 23, 2009 November 3, 2009 February 26, 2010 April 21, 2009 April 23, 2009 April 21, 2009 August 26, 2009 October 6, 2009 November 18, 2009

Last Trade Price(` in lacs) 101.9489 103.8162 102.2086 101.5183 101.1368 102.4161 101.2991 100.2057 101.3000 100.6438 100.8642 102.4877 102.8835 102.8486 102.8302 100.5854 98.7184 98.7289 98.7476 101.7763 101.7573 102.1541 102.4794 102.1060 103.1823 101.7726 96.3000 96.3100 92.1479 100.3213 103.1998 102.5428

Last Trade Value(` in lacs) 1,500 1,500 200 1,000 1,000 2,500 2,500 2,500 1,000 2,500 1,500 2,500 2,500 2,500 2,061 2,000 2,500 1,500 1,500 4,000 4,000 2,500 2,500 2,044 3,000 2,000 500 500 2,500 5,613 700 2,667

Total Trade Value(` in lacs) 1,500 1,500 200 1,000 1,000 2,500 2,500 2,500 1,000 2,500 1,500 2,500 2,500 2,500 2,061 2,000 2,500 1,500 1,500 4,000 4,000 2,500 2,500 2,044 3,000 2,000 500 500 2,500 5,613 700 2,667

Last Trade Yield (%) per annum 9.6806 7.2584 8.2500 6.434 4.7903 6.0843 6.0254 7.2341 0.0000 8.2545 7.1704 7.4103 6.7715 6.7688 7.2318 7.1952 11.1000 11.1000 11.1127 8.4852 8.5000 8.1000 7.7500 7.9392 6.6802 7.1898 14.1740 14.1630 0.0000 3.4500 8.7175 7.4024

Weighted Average Price (` in lacs) 101.9489 103.8162 102.2086 101.5183 101.1368 102.4161 101.2991 100.2057 101.3000 100.6438 100.8642 102.4877 102.8835 102.8486 102.8302 100.5854 98.7184 98.7289 98.7476 101.7763 101.7573 102.1541 102.4794 102.1060 103.1823 101.7726 96.3000 96.3100 92.1479 100.3213 103.1998 102.5428

Note: The security INE721A07AB8 having face value ` 90 crores having a redemption date of April 12, 2011, has been bought back on March 25, 2011

The following debentures issued by our Company have been traded on the WDM segment of NSE and BSE in the last 6 months preceding the date of this Draft Prospectus:

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NSE SCRIP CODE: N 1 ISIN -INE721A07952 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 2 168 189 15 232 185 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 338 273 560 233 191 1 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 30, 2011 April 11, 2011 March 14, 20111 February 23, 2011 January 3, 2011 December 31, 2010

1,038.00 1,040.00 1,059.98 1,052.19 1,066.75 1,052.20

May 24, 2011 April 4, 2011 March 15, 2011 February 1, 2011 January 17, 2011 December 10, 2010

1,020.00 1,022.00 1,005.00 1,044.05 1,029.25 1,019.00

1,029.00 1,031.00 1,032.49 1,048.12 1,048.00 1,035.60

SCRIP CODE: N 2 ISIN INE721A07960 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 47 92 100 910 284 230 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 70 97 300 469 2 335 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 27, 2011 April 7, 2011 March 8, 2011 February 21, 2011 January 21, 2011 December 28, 2010

1,037.00 1,050.00 1,115.98 1,102.00 1,092.25 1,098.00

May 4, 2011 April 1, 2011 March 23, 2011 February 9, 2011 January 5, 2011 December 2, 2010

1,013.01 1,029.80 1,010.01 1,084.05 1,055.00 1,065.00

1,025.01 1,039.90 1,063.00 1,093.03 1,073.63 1,081.50

SCRIP CODE: N 3 ISIN INE721A07978 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 150 339 503 - 223 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 50 146 100 Average (`) `

May 2011 April 2011 March 2011

May 10, 2011 April 25, 2011 March 30, 2011

1,187.00 1,195.90 1,175.10

May 23, 2011 April 1, 2011 March 8, 2011

1,170.41 1,174.16 1,140.05

1,178.71 1,185.03 1,157.58

SCRIP CODE: N 3 ISIN INE721A07978 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 182 2083 380 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 291 229 100 Average (`) `

February 2011 January 2011 December 2010

February 23, 2011 January 4, 2011 December 28, 2010

1,149.00 1,155.12 1,155.00

February 11, 2011 January 6, 2011 December 7, 2010

1,132.04 1,125.52 1,132.00

1,140.52 1,140.32 1,143.50

SCRIP CODE: N 4 ISIN INE721A07986 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 5 55 535 85 50 5 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 51 10 40 100 195 1 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 20, 2011 April 18, 2011 March 14, 2011 February 16, 2011 January 4, 2011 December 31, 2010

1,060.00 1,032.00 1,105.00 1,100.00 1,088.99 1060.00

May 6, 2011 April 6, 2011 March 17, 2011 February 9, 2011 January 25, 2011 December 16, 2010

1,014.08 1,009.01 986.04 1,066.00 1,070.00 1,037.50

1,037.04 1,020.51 1,045.52 1,083.00 1,079.50 1,048.75

SCRIP CODE: N 5 ISIN- INE721A07994 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 50 99 100 44 116 5 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 2 220 160 28 100 1 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 25, 2011 April 1, 2011 March 3, 2011 February 23, 2011 January 11, 2011 December 27, 2010

1,015.10 1,015.00 1,120.00 1,104.89 1,100.00 1,139.97

May 2, 2011 April 6, 2011 March 29, 2011 February 9, 2011 January 21, 2011 December 16, 2011

1,000.16 995.34 992.07 1,052.31 1,050.07 1,025.55

1,007.63 1,005.17 1,056.04 1,078.60 1,075.04 1,082.76

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SCRIP CODE: N 6 ISIN- INE721A07AL7 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 254 10 109 26 295 1 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 25 195 5 1 155 175 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 2, 2011 April 18,2 011 March 3, 2011 February 23, 2011 January 13, 2011 December 21, 2010

980.00 980.00 1,005.01 1,015.00 1,040.00 1,021.90

May 23, 2011 April 27, 2011 March 28, 2011 February 2, 2011 January 12, 2011 December 20, 2010

958.78 970.00 990.00 965.00 1,005.00 1,000.31

969.39 975.00 997.51 990.00 1,022.50 1,011.11

SCRIP CODE: N 7 ISIN- INE721A07AK9 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 1,030.00 15 SCRIP CODE: N 8 ISIN- INE721A07AJ1 Month Date of High High (`) ` Volume on date of High (No. of Debentures) - 225 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) Average (`) ` Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 1,030.00 15 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

February 3, 2011 -

February 3, 2011 -

1,030.00 -

May 2011 April 2011 March 2011 February 2011

SCRIP CODE: N 8 ISIN- INE721A07AJ1 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 254 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 254 Average (`) `

January 2011 December 2010

January 13, 2011 -

1,035.00 -

January 13, 2011 -

1,035.00 -

1,035.00 -

SCRIP CODE: N 9 ISIN- INE721A07AO1 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 133 5 51 595 334 40 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 106 439 920 2,044 240 112 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 2, 2 011 April 13, 2011 March 8, 2011 February 22, 2011 January 31, 2011 December 29, 2010

995.00 1,008.50 1,045.99 1,047.50 1,027.99 1,025.00

May 25, 2011 April 29, 2011 March 17, 2011 February 1, 2011 January 7, 2011 December 10, 2010

977.00 990.51 981.10 1,028.50 1,016.33 1,016.72

986.00 999.51 1,013.55 1,038.00 1,022.16 1,020.86

SCRIP CODE: N A ISIN- INE721A07AN3 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 900 1000 200 300 100 125 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 900 1000 3400 200 15 75 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 20, 2011 April 29, 2011 March 7, 2011 February 1, 2011 January 24, 2011 December 3, 2010

1,000.00 999.90 1,020.00 1,013.00 1,018.00 1,009.00

May 20, 2011 April 29, 2011 March 24, 2011 February 22, 2011 January 13, 2011 December 2, 2010

1,000.00 999.90 985.00 1,010.00 1,000.00 1,005.00

1,000.00 999.90 1,002.50 1,011.50 1,009.00 1,007.00

- 226 -

SCRIP CODE: N C ISIN- INE721A07AR4 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 15 50 206 390 900 500 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 21 1130 4461 1147 770 328 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 30, 2011 April 27, 2011 March 9, 2011 February 7, 2011 January 18,2 011 December 31, 2010

1000.00 999.35 1,064.62 1,053.89 1,056.00 1,054.89

May 12, 2011 April 4, 2011 March 23, 2011 February 17, 2011 January 20, 2011 December 8, 2010

981.05 989.36 984.72 1,043.06 1,049.83 1,034.00

990.53 994.36 1,024.67 1,048.48 1,052.92 1,044.45

SCRIP CODE: N D ISIN- INE721A07AQ6 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 990.00 1,085.50 1,050.00 10 1000 100 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 978.01 970.00 1,044.25 358 2822 2750 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

April 4, 2011 March 14, 2011 January 25, 2011 -

April 5, 2011 March 23, 2011 January 5, 2011 -

984.01 1,027.75 1,047.13 -

SCRIP CODE: N E ISIN- INE721A07AP8 Month Date of High High (`) ` Volume on date of High (No. of Debentures) - 227 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) Average (`) `

May 2011 April 2011 March

SCRIP CODE: N E ISIN- INE721A07AP8 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 1,040.00 169 SCRIP CODE: N F ISIN- INE721A08984 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 22 105 200 21 325 16 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 371 510 72 260 129 750 Average (`) ` Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 1,040.00 169 Average (`) `

2011 February 2011 January 2011 December 2010 January 13, 2011 January 13, 2011 1,040.00 -

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 25, 2011 April 15, 2011 March 23, 2011 February 1, 2011 January 6, 2011 December 24, 2010

1,050.00 1,029.68 1,008.50 1,002.00 1,000.00 999.75

May 05, 2011 April 01, 2011 March 17, 2011 February 16, 2011 January 20, 2011 December 8, 2010

1,021.50 1,005.00 996.23 975.00 989.00 991.30

1,035.75 1,017.34 1,002.37 988.50 994.50 995.53

SCRIP CODE: N I ISIN- INE721A08AC4 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 4 227 153 490 1137 100 - 228 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 240 441 287 390 2 42 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 19, 2011 April 11, 2011 March 4, 2011 February 16, 2011 January 25, 2011 December 24, 2010

1,014.90 1,015.99 1,071.22 1,071.11 1,066.15 1,054.30

May 10, 2011 April 1, 2011 March 18, 2011 February 24, 2011 January 31, 2011 December 10, 2010

995.00 1,000.00 985.00 1,057.55 1,040.00 1,025.00

1,004.95 1,008.00 1,028.11 1,064.33 1,053.08 1,039.65

(Source: www.nseindia.com)

- 229 -

BSE SCRIP CODE-934785 ISIN: INE721A07952 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 10 47 12 40 96 3 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 3 10 10 50 10 15 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 3, 2011 April 13, 2011 March 3, 2011 February 16, 2011 January 5, 2011 December 31, 2010

1,049.20 1,043.97 1,060.10 1,052.00 1053.99 1,072.00

May 12, 2011 April 4, 2011 March 24, 2011 February 2, 2011 January 31, 2010 December 7, 2010

1,025.02 1,018.00 987.56 1,035.00 1,025.01 1,016.02

1,037.11 1,030.99 1,023.83 1,043.50 1,039.50 1,044.01

SCRIP CODE-934786 ISIN: INE721A07960 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 4 20 172 11 56 100 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 201 104 83 30 130 210 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 27, 2011 April 15, 2011 March 9, 2011 February 22, 2011 January 10, 2011 December 29, 2010

1,040.00 1,049.19 1,106.00 1,101.90 1097.87 1,090.00

May 20, 2011 April 4, 2011 March 18, 2011 February 24, 2011 January 20, 2011 December 8, 2010

1,022.07 1,015.01 1,020.00 1,080.03 1,080.00 1,067.65

1,031.35 1,032.10 1,063.00 1,090.97 1,088.94 1,078.83

SCRIP CODE-934787 ISIN: INE721A07978 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 23 115 305 60 - 230 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 105 425 15 30 Average (`) `

May 2011 April 2011 March 2011 February

May 4, 2011 April 26, 2011 March 30, 2011 February 22,

1,184.00 1,190.00 1,170.00 1,155.00

May 27, 2011 April 5, 2011 March 11, 2011 February 8,

1,169.12 1,166.00 1,131.01 1,127.00

1,176.56 1,178.00 1,150.51 1,141.00

SCRIP CODE-934787 ISIN: INE721A07978 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 75 189 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 41 235 Average (`) `

2011 January 2011 December 2010

2011 January 20, 2011 December 3, 2010 1,174.50 1,140.00

2011 January 21, 2011 December 9, 2010 1,125.56 1,120.00 1,150.03 1,130.00

SCRIP CODE-934788 ISIN: INE721A07986 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 30 15 90 6 10 10 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 70 50 25 180 50 2 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 13, 2011 April 13, 2011 March 4, 2011 February 3, 2011 January 17, 2011 December 31, 2010

1,030.00 1,049.20 1,095.00 1,095.00 1,100.00 1,075.00

May 3, 2011 April 6, 2011 March 28, 2011 February 14, 2011 January 10, 2011 December 7, 2010

1,027.02 1,010.00 1,010.00 1,051.00 1,085.00 1,060.50

1,028.51 1,029.60 1,052.50 1,073.00 1,092.50 1,067.75

SCRIP CODE-934789 ISIN: INE721A07994 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 25 70 61 80 32 2 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 35 66 141 100 60 40 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 19, 2011 April 11, 2011 March 14, 2011 February 3, 2011 January 18, 2011 December 31, 2010

1,022.20 1,029.19 1,100.00 1,070.15 1,095.00 1,065.05

May 4, 2011 April 4, 2011 March 29, 2011 February 15, 2011 January 17, 2011 December 2, 2010

1,000.17 1,004.99 990.25 1,055.55 1,062.15 1,030.01

1,011.19 1,017.09 1,045.13 1,062.85 1,078.58 1,047.53

- 231 -

SCRIP CODE-934793 ISIN: INE721A07AL7 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 10 1 20 5 140 6 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 4 5 19 26 10 20 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 12, 2011 April 5, 2011 March 10, 2011 February 8, 2011 January 4, 2011 December 7, 2010

1,000.00 1,010.00 1,017.00 1,017.00 1,015.00 1,005.00

May 6, 2011 April 13, 2011 March 24, 2011 February 1, 2011 January 10, 2011 December 27, 2010

961.71 1,005.00 928.10 1,012.00 1,013.00 1,001.00

980.86 1,007.50 972.55 1,014.50 1,014.00 1,003.00

SCRIP CODE-934797 ISIN: INE721A07AN3 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 973.10 10 SCRIP CODE-934796 ISIN: INE721A07AO1 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 40 10 498 250 10 - 232 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 50 40 510 144 15 Average (`) ` Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 973.10 10 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

March 28, 2011 -

March 28, 2011 -

973.10 -

May 2011 April 2011 March 2011 February 2011 January 2011

May 3, 2011 April 4, 2011 March 16, 2011 February 16, 2011 January 28, 2011

997.99 1,009.98 1,020.00 1,040.00 1,042.99

May 9, 2011 April 21, 2011 March 22, 2011 February 3, 2011 January 6, 2011

950.00 1,000.57 952.31 1,035.00 1,015.00

974.00 1,005.28 986.16 1,037.50 1,029.00

SCRIP CODE-934796 ISIN: INE721A07AO1 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 500 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 235 Average (`) `

December 2010

December 30, 2010

1,034.00

December 28, 2010

1,024.87

1,029.44

SCRIP CODE-934801 ISIN: INE721A07AP8 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 1,048.50 1,049.00 1,036.50 400 400 1000 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 1,048.50 1,045.00 945.00 400 800 1000 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

March 11, 2011 January 12, 2011 December 20, 2010

March 11, 2011 January 11, 2011 December 21, 2010

1,048.50 1,047.00 990.75

SCRIP CODE-934800 ISIN: INE721A07AQ6 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 985.20 1,000.00 1,045.00 440 500 1000 SCRIP CODE-934799 ISIN: INE721A07AR4 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 4 - 233 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 40 Average (`) ` Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 978.51 1,000.00 1,044.50 101 500 1000 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

April 13, 2011 March 17, 2011 January 12, 2011 -

April 7, 2011 March 17, 2011 January 12, 2011 -

981.86 1,000.00 1,044.75 -

May 2011

May 12,

1,044.00

May 5,

980.00

1,012.00

SCRIP CODE-934799 ISIN: INE721A07AR4 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 51 1000 249 300 100 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 1271 477 100 10 486 Average (`) `

April 2011 March 2011 February 2011 January 2011 December 2010

2011 April 19, 2011 March 14, 2011 February 14, 2011 January 19, 2011 December 1, 2010

999.90 1,055.00 1,049.00 1,056.00 1,074.00

2011 April 5, 2011 March 28, 2011 February 18, 2011 January 28, 2011 December 8, 2010

990.00 986.00 1,037.00 1,033.00 1,035.00

994.95 1,020.50 1,043.00 1,044.50 1,054.50

SCRIP CODE-934804 ISIN: INE721A08968 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 1,001.00 5000 SCRIP CODE-934803 ISIN: INE721A08976 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 1,036.50 300 - 234 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 1,036.50 300 Average (`) ` Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 1,001.00 5000 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

March 23, 2011 -

March 23, 2011 -

1,001.00 -

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

March 11, 2011 -

March 11, 2011 -

1,036.50 -

SCRIP CODE-934802 ISIN: INE721A08984 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 120 70 20 10 45 20 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 300 315 200 87 350 5 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 30, 2011 April 18, 2011 March 29, 2011 February 2, 2011 January 6, 2011 December 2, 2010

1,045.05 1,029.99 1,005.00 997.90 1,007.99 1,003.00

May 19, 2011 April 4, 2011 March 28, 2011 February 11, 2011 January 27, 2011 December 22, 2010

1,020.00 1,001.00 990.00 971.00 980.00 981.03

1,032.53 1,015.50 997.50 984.45 994.00 992.02

SCRIP CODE-934805 ISIN: INE721A08AC4 Month Date of High High (`) ` Volume on date of High (No. of Debentures) 12 100 23 100 51 83 Date of Low Low (`) ` Volume on date of Low (No. of Debentures) 45 1 150 40 10 12 Average (`) `

May 2011 April 2011 March 2011 February 2011 January 2011 December 2010

May 13, 2011 April 28, 2011 March 4, 2011 February 28, 2011 January 31, 2011 December 30, 2010

1,018.00 1,011.95 1,058.00 1,088.00 1,068.99 1,027.00

May 31, 2011 April 1, 2011 March 22, 2011 February 2, 2011 January 12, 2011 December 8, 2010

995.00 991.05 965.00 1,039.50 1035.00 1,019.00

1,006.50 1,001.50 1,011.50 1,063.75 1,052.00 1,023.00

Save as disclosed hereinabove, other privately placed debentures issued by our Company which are listed on the WDM segment of NSE and BSE have not been traded in the last three years. Debentures or bonds and redeemable preference shares and other instruments issued by our Company and outstanding As on March 31, 2011 our Company has listed rated/ unrated, secured/ unsecured, non-convertible redeemable debentures and listed subordinated debt aggregating to an outstanding amount of ` 4,68,101.72 lacs. Apart from the above, there are no outstanding debenture bonds, redeemable preference shares or other instruments issued by our Company that are outstanding. Redeemable non-convertible debentures for an aggregate of ` 99,999.96 lacs publically issued and allotted by our Company in July 2009 are listed on NSE and BSE and redeemable non-convertible debentures for an aggregate of ` 49,999.99 lacs publically issued and allotted by our Company in May 2010 are listed on NSE and BSE.

- 235 -

Dividend Our Company has no stated dividend policy. The declaration and payment of dividends on our shares will be recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. The Board of Directors, at the meeting held on April 29, 2011 has recommended a final dividend of ` 4/- per Equity Share at the rate of 40 % for the Financial Year 2010-2011, subject to the shareholders approval. The following table details the dividend declared/recommended by our Company on the Equity Shares for the Financial Years ended March 31, 2007, 2008 ,2009, 2010 and 2011

Particulars 2011 Interim Dividend Rate of Dividend Number of Equity Shares on which Interim Dividend paid Amount of Interim Dividend Dividend Distribution Tax Final Dividend for the previous year Rate of Dividend Number of Equity Shares on which Final Dividend paid Amount of Final Dividend Dividend Distribution Tax Proposed Final Dividend for the current year Rate of Dividend Number of Equity Shares on which dividend paid Amount of Final Dividend Dividend Distribution Tax 25% 22,55,38,218 5,638.46 936.45

Year ended As at 31st March 2010 2009 2008 20% 21,27,37,916 4,254.76 723.10 10% 20,35,02,416 2,035.03 345.90

` In Lacs 2007 10% 10% 17,49,01,466 1,749.01 245.30

20,31,35,416 2,031.35 345.23

40% 81,29,550 325.18 55.26

40% 2,63,100 10.52 1.79

20% 69,42,500 138.85 23.60

40% 22,61,60,668 9,046.43 1,502.50

40% 22,55,17,818 9,020.71 1,498.25

40% 20,35,11,616 8,140.46 1,383.47

40% 20,31,35,416 8,125.42 1,380.91

20% 18,41,58,716 3,683.17 625.95

Pursuant to a resolution passed by our Board of Directors at their meeting held on April 29, 2011, our Board of Directors recommended a final dividend at a rate of ` 4/- per Equity Share for payment to the shareholders of our Company for the financial year ended March 31, 2011 aggregating to an amount of ` 9,046.43 lacs. The aforesaid final dividend is subject to the approval of the shareholders of our Company. Our Company has not declared any dividend on the preference shares of our Company for the Financial Years ended March 31, 2007, 2008, 2009, 2010 and 2011. Revaluation of assets - 236 -

The Company has not revalued its assets in the last five years. Mechanism for redressal of investor grievances The MoU between the Registrar to the Issue and our Company will provide for retention of records with the Registrar to the Issue for a period of at least three years from the last date of despatch of the Allotment Advice, demat credit and refund orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, number of NCDs applied for, amount paid on application and the bank branch or collection centre where the application was submitted. The contact details of Registrar to the Issue are as follows: Integrated Enterprises (India) Limited 2nd Floor, Kences Towers, No1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017 Tel: + 91 44 2814 0801, +91 44 2814 0802, +91 44 2814 0803 Fax: +91 44 2814 2479 Email: stfcipo@iepindia.com Investor Grievance Email: sureshbabu@iepindia.com Website: www.iepindia.com Contact Person: Ms. Anusha N and Mr. Sriram S SEBI Registration No.: INR000000544 We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine investor grievances will be 7 (seven) business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. Mr. K. Prakash has been appointed as the Compliance Officer of our Company for this issue. The contact details of Compliance officer of our Company are as follows: Mr. K. Prakash, Wockhardt Towers, Level-3 West Wing, C2, G Block, Bandra Kurla Complex Bandra (East) Mumbai 400 051 Tel. No. +91 22 4095 9595 Fax No.: +91 22 4095 9596/97 Email: stfcncd3comp@stfc.in Change in Auditors of our Company during the last three years There has been no change(s) in the Statutory Auditors of our Company in the last 3 (three) financial years preceding the date of this Draft Prospectus.

- 237 -

REGULATIONS AND POLICIES The regulations summarised below are not exhaustive and are only intended to provide general information to Investors and is neither designed nor intended to be a substitute for any professional legal advice. Taxation statutes such as the IT Act, Central Sales Tax Act, 1956 and applicable local sales tax statutes, labour regulations such as the Employees State Insurance Act, 1948 and the Employees Provident Fund and Miscellaneous Act, 1952, and other miscellaneous regulations such as the Trade and Merchandise Marks Act, 1958 and applicable Shops and Establishments statutes apply to us as they do to any other Indian company and therefore have not been detailed below. The following information is based on the current provisions of applicable Indian law, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. As per the RBI Act, a financial institution has been defined as a company which includes a non-banking institution carrying on as its business or part of its business the financing activities, whether by way of making loans or advances or otherwise, of any activity, other than its own and it is engaged in the activities of loans and advances, acquisition of shares/stock/bonds/debentures/securities issued by the Government of India or other local authorities or other marketable securities of like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of carrying out any agricultural or industrial activities or the sale/purchase/construction of immovable property. Any company which carries on the business of a non-banking financial institution as its principal business is to be treated as an NBFC. Since the term 'principal business' has not been defined in law, the RBI has clarified through a press release (Ref. No. 1998-99/ 1269) in 1999, that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced from the last audited balance sheet of the company to decide its principal business. The company will be treated as an NBFC if its financial assets are more than 50 per cent of its total assets (netted off by intangible assets) and income from financial assets should be more than 50 per cent of the gross income. Both these tests are required to be satisfied as the determinant factor for principal business of a company. With effect from 1997, NBFCs were not permitted to commence or carry on the business of a non banking financial institution without obtaining a Certificate of Registration (CoR). Further, with a view to imparting greater financial soundness and achieving the economies of scale in terms of efficiency of operations and higher managerial skills, the RBI has raised the requirement of minimum net owned fund from ` 25 Lacs to ` 200 Lacs for the NBFC which commences business on or after April 21, 1999. Further, every NBFC is required to submit to the RBI a certificate, from its statutory auditor within one month from the date of finalization of the balance sheet and in any case not later than December 30th of that year, stating that it is engaged in the business of non-banking financial institution requiring it to hold a CoR. 1. Regulation of NBFCs registered with the RBI NBFCs are primarily governed by the RBI Act, 1934 (RBI Act), the Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, (Prudential Norms), the NonBanking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, (Public Deposit Directions), the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (Non- Deposit Accepting NBFC Directions), and the provisions of the NonBanking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. In addition to these regulations, NBFCs are also governed by various circulars, notifications, guidelines and directions issued by the RBI from time to time. 2. Types of Activities that NBFCs are permitted to carry out Although by definition, NBFCs are permitted to operate in similar sphere of activities as banks, there are a few important, key differences. The most important distinctions are: (i) an NBFC cannot accept deposits repayable on demand in other words, NBFCs can only accept fixed term deposits. Thus, NBFCs are not permitted to issue negotiable instruments, such as cheques which are payable on demand; and NBFCs are not allowed to deal in foreign exchange, even if they specifically apply to the RBI for approval - 238 -

(ii)

in this regard. 3. Types of NBFCs: Section 45-IA of the RBI Act makes it mandatory for every NBFC to get itself registered with the Reserve Bank in order to be able to commence any of the aforementioned activities. Further, an NBFC may be registered as a deposit accepting NBFC (NBFC-D) or as a non-deposit accepting NBFC (NBFC-ND). NBFCs registered with RBI are further classified as: (i) (ii) (iii) (iv) asset finance companies; investment companies; and/or loan companies and/or infrastructure finance companies

Our Company has been classified as an NBFC-D and is further classified as an asset finance company. An asset finance company is an NBFC whose principal business is to finance physical assets supporting productive / economic activity, such as automobiles, tractors, lathe machines, generator sets, earth moving and material handling equipments, moving on own power and general purpose industrial machines. 4. Regulatory Requirements of an NBFC under the RBI Act Net Owned Fund Section 45-IA of the RBI Act provides that to carry on the business of a NBFC, an entity would have to register as an NBFC with the RBI and would be required to have a minimum net owned fund of ` 2,00,00,000 (Rupees two crore only). For this purpose, the RBI Act has defined net owned fund to mean: (a) the aggregate of the paid-up equity capital and free reserves as disclosed in the latest balance sheet of the company, after deducting (i) accumulated balance of losses, (ii) deferred revenue expenditure, and (iii) other intangible assets; and further reduced by the amounts representing, (1) investment by such companies in shares of (i) its subsidiaries, (ii) companies in the same group, (iii) other NBFCs, and the book value of debentures, bonds, outstanding loans and advances (including hire purchase and lease finance) made to, and deposits with (i) subsidiaries of such companies; and (ii) companies in the same group,

(b)

(2)

to the extent such amount exceeds 10% of (a) above. Reserve Fund In addition to the above, Section 45-IC of the RBI Act requires NBFCs to create a reserve fund and transfer therein a sum of not less than 20% of its net profits earned annually before declaration of dividend. Such sum cannot be appropriated by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation is required to be reported to the RBI within 21 days from the date of such withdrawal. Maintenance of liquid assets - 239 -

The RBI through notification dated January 31, 1998, as amended has prescribed that every NBFC shall invest and continue to invest in unencumbered approved securities valued at a price not exceeding the current market price of such securities an amount which shall, at the close of business on any day be not less than 10% in approved securities and the remaining in unencumbered term deposits in any scheduled commercial bank; the aggregate of which shall not be less than 15% of the public deposit outstanding at the last working day of the second preceding quarter. 5. Obligations of NBFC-D under the Public Deposit Directions The RBIs Public Deposit Directions governs the manner in which NBFCs may accept and/or hold public deposits. The Public Deposit Directions places the following restrictions on NBFCs in connection with accepting public deposits: 1. Prohibition from accepting any demand deposits: NBFCs are prohibited from accepting any public deposit which is repayable on demand. Ceiling on quantum of deposits: A NBFC which is classified as an asset finance company, (a) having net owned funds of ` 25,00,000/- (Rupees twenty five lac only) or more, and, (b) having complied with all prudential norms relating to the capital adequacy ratio of not less than fifteen percent as per last audited balance-sheet, may, accept or renew public deposits not exceeding one and one-half times of its net owned funds or public deposit up to ` 10,00,00,000/- (Rupees ten crore), whichever is less. Further, an asset finance company, (a) having net owned funds ` 25,00,000/- (Rupees twenty five lac only) or more, (b) having complied with all the prudential norms, and (c) having obtained minimum investment grade credit rating from a notified credit rating agency, may, accept or renew public deposits not exceeding four times of its net owned funds. Downgrading of credit-rating: In the event that the credit rating issued by a credit rating agency recognised by RBI, for an asset finance company is downgraded below the minimum specified investment grade, with respect to the relevant credit rating agency, the NBFC must (a) forthwith stop accepting public deposit, (b) report the position of the credit rating within fifteen working days to the RBI, and, (c) reduce, within three years from the date of such downgrading of credit rating, the amount of excess public deposit to nil or the appropriate extent as permitted under the Public Deposit Directions, by repayment as and when such deposit falls due or otherwise. Ceiling on rate of interest: An NBFC cannot invite or accept or renew public deposit at a rate of interest exceeding twelve and half per cent per annum. Such interest may be paid or compounded at rests which shall not be shorter than monthly rests. Minimum lock-in period: An NBFC is prohibited from granting any loan against a public deposit or make premature repayment of a public deposit within a period of three months from the date of acceptance of such public deposit. Obligations of NBFC-D under the Prudential Norms NBFC-Ds are required to comply with prescribed capital adequacy ratios, single and group exposure norms, and other specified prudential requirements prescribed under the Prudential Norms. Some of the important obligations are as follows: i) Income Recognition: NBFC-Ds are required to follow recognised accounting principles in connection with recognition of income. Income including interest/discount or any other charges on NPA is recognised only when it is actually realised. Any such income recognised before the asset became non-performing and remaining unrealised must be reversed. With respect to hire purchase assets, where instalments are overdue for more than 12 months, income shall be recognised only when hire charges are actually received. Any such income taken to the credit of profit and loss account before the asset became nonperforming and remaining unrealised, must be reversed.

2.

3.

4.

5.

6.

ii) Asset Classification and provisioning of assets: Every NBFC-D is required to, after taking into account the degree of well defined credit weaknesses and extent of dependence on collateral security for realisation, - 240 -

classify its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes, namely: Standard assets; Sub-standard assets; Doubtful assets; and Loss assets.

Further, an NBFC-D must, after taking into account the time lag between an account becoming nonperforming, its recognition as such, the realisation of the security and the erosion over time in the value of security charged, make provision against sub-standard assets, doubtful assets and loss assets in the manner prescribed by RBI. iii) Provisioning of Standard Assets: In terms of the requirement of the circular dated January 17, 2011 issued by the RBI, NBFCs are required to make a general provision at 0.25 per cent of the outstanding standard assets. The provisions on standard assets are not reckoned for arriving at net NPAs. The provisions towards standard assets are not needed to be netted from gross advances but shown separately as 'Contingent Provisions against Standard Assets' in the balance sheet. NBFCs are allowed to include the General Provisions on Standard Assets in Tier II capital which together with other general provisions/ loss reserves will be admitted as Tier II capital only up to a maximum of 1.25 per cent of the total riskweighted assets. iv) Loans against NBFCs own shares prohibited: No NBFC-D can lend against its own shares, as of July 1, 2008. Any outstanding loan granted by a NBFC-D against its own shares on the date of commencement of these Directions shall be recovered by the NBFC as per the repayment schedule. v) NBFC failing to repay public deposit prohibited from making loans and investments: A NBFC-D which has failed to repay any public deposit or part thereof in accordance with the terms and conditions of such deposit, cannot grant any loan or other credit facility by whatever name called or make any investment or create any other asset as long as such default exists. vi) Exposure to capital-markets: Every NBFC-D with total assets of ` 100 crore and above according to the previous audited balance sheet, must submit a monthly return within a period of 7 days of the expiry of the month to which it pertains in the prescribed form to the Regional Office of the Department of NonBanking Supervision of the RBI. vii) Capital Adequacy: Every NBFC-D shall maintain a minimum CAR consisting of Tier I and Tier II capital which must not be less than twelve per cent of its aggregate risk weighted assets on balance sheet and of risk adjusted value of off-balance sheet items. The total of Tier II capital of any NBFC-D, at any point of time, must not exceed one hundred per cent of Tier I capital. As per RBI notification dated February 17, 2011, all deposit taking NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2012. viii) Disclosure Requirements: Every NBFC-D is required to separately disclose in its balance sheet the provisions made in accordance with the applicable prudential norms prescribed by the RBI without netting them from the income or against the value of assets. Further, the provisions must be distinctly indicated under separate heads of account as under: provisions for bad and doubtful debts; and provisions for depreciation in investments. Such provisions shall not be appropriated from the general provisions and loss reserves held, if any, by the NBFC-D and for each year shall be debited to the profit and loss account. The excess of provisions, if any, held under the heads general provisions and loss reserves may be written back without making adjustment - 241 -

against them. ix) Monthly Return: Every NBFC with total assets of ` 100 crore and above according to the previous 21 days audited balance sheet, is required to submit a monthly return within a period of 7 days of the expiry of the month to which it pertains in the prescribed format to the Regional Office of the Department of NonBanking Supervision of the RBI. x) Fair Practices Code: The RBI has framed the fair practice guidelines, to promote good and fair practices by setting minimum standards to be adhered to by NBFCs in dealing with customers. These guidelines require NBFCs to ensure that they meet the commitments and standards specified therein for the products and services they offer and in the procedures and practices their staff follows, their products and services meet relevant laws and regulations in letter and spirit, and their dealings with customers rest on ethical principles of integrity and transparency. Further, the said guidelines prescribe the requirements in connection with information to be provided and disclosures to be made by NBFCs to their customers. Accordingly, the guidelines require NBFCs to provide information on interest rates, common fees and charges, provide clear information explaining the key features of their services and products that customers are interested in, provide information on any type of product and service offered, that may suit the customers needs, tell the customers about the various means through which products and services are offered, and provide more information on the key features of the products, including applicable interest rates / fees and charges. xi) KYC Guidelines: NBFCs have been advised to follow certain customer identification procedure for opening of accounts and monitoring transactions of suspicious nature for the purpose of reporting it to appropriate authority, (KYC Norms). Accordingly, NBFCs have been advised to ensure that a proper policy framework on know your customer and anti-money laundering measures is formulated and put in place with the approval of the RBI. The KYC Norms also require that while preparing operational guidelines NBFCs may keep in mind to treat the information collected from the customer for the purpose of opening of account as confidential and not divulge any details thereof for cross selling or any other purposes. NBFCs may, therefore, ensure that information sought from the customer is relevant to the perceived risk, is not intrusive, and is in conformity with the guidelines issued in this regard. Any other information from the customer should be sought separately with his /her consent and after opening the account. Rating of Financial Product As per RBI Circular dated February 4, 2009 all NBFCs with assets size of ` 10,000 lacs and above is required to furnish at the regional office of the RBI under whose jurisdiction the registered office of the NBFC is functioning, information relating to the downgrading and upgrading of assigned rating of any financial products issued by them within 15 days of such change. Norms for excessive interest rates RBI through its circular dated May 24, 2007 directed all NBFCs to put in place appropriate internal principles and procedures in determining interest rates and processing and other charges. In addition to the aforesaid instruction RBI has issued a circular dated January 2, 2009 and a master circular on Fair Practices Code dated July 1, 2009 for regulating the excessive rates of interest charged by the NBFCs. The aforementioned circular and the master circular stipulate that the board of each NBFC shall adopt an interest rate model taking into account the various relevant factors such as cost of funds, margin and risk premium etc. The rate of interest and the approach for gradation of risk and the rationale for charging different rates of interest for different categories of borrowers shall be required to be disclosed to the borrowers in the application form and communicated explicitly in the sanction letter. Further, the same is also required to be made available on the companys website or be published in the relevant newspapers and is required to be updated in the event of any change therein. Further, the rate of interest would have to be annualized rates so that that the borrower is aware of the exact rates that would be charged to the account. 7. Corporate Governance Pursuant to RBI circular (DNBS.PD/CC 94/03.10.042/2006-07) dated May 8, 2007, the RBI has proposed certain - 242 -

corporate governance guidelines for the consideration of all NBFCD with an asset size of ` 20 crore or more. The guidelines recommend that such NBFCs constitute an Audit Committee, a Nomination Committee (to ensure that fit and proper persons are nominated as directors on their respective boards) and a Risk Management Committee to institute risk management systems. The guidelines have also issued instructions relating to credit facilities to directors, loans and advances to relatives of the directors of the said NBFCs or to the directors of other companies and their relatives and other entities, timeframe for recovery of such loans, etc. Such NBFCs are also required to frame internal corporate governance guidelines based on the guidelines issued by the RBI on May 8, 2007. 8. Accounting Standards & Accounting policies Subject to the changes in Indian Accounting Standards and regulatory environment applicable to a NBFC we may change our accounting policies in the future and it might not always be possible to determine the effect on the Profit and Loss account of these changes in each of the accounting years preceding the change. In such cases our profit/ loss for the preceding years might not be strictly comparable with the profit/ loss for the period for which such accounting policy changes are being made. 9. Reporting by Statutory Auditor The statutory auditor of the NBFC-D is required to submit to the Board of Directors of the company a report interalia certifying that such company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts and standard assets as applicable to it. In the event of non-compliance, the statutory auditors are required to directly report the same to the RBI. 10. Other Regulations

Applicable Foreign Investment Regime FEMA Regulations Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI and the rules, regulations and notifications thereunder, and the policy prescribed by the Department of Industrial Policy and Promotion (DIPP), GoI which is regulated by the FIPB. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (FEMA Regulations) to prohibit, restrict or regulate, transfer by or issue of security to a person resident outside India. As laid down by the FEMA Regulations, no prior consent and approval is required from the RBI, for FDI under the automatic route within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. Foreign Direct Investment FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and the Foreign Direct Investment Policy (FDI Policy) by the DIPP. FDI is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the approval route, depending upon the sector in which FDI is sought to be made. Under the automatic route, no prior Government approval is required for the issue of securities by Indian companies/ acquisition of securities of Indian companies, subject to the sectoral caps and other prescribed conditions. Investors are required to file the required documentation with the RBI within 30 days of such issue/ acquisition of securities. Under the approval route, prior approval from the FIPB or RBI is required. FDI for the items/ activities that cannot be brought in under the automatic route (other than in prohibited sectors) may be brought in through the approval route. Further: (a) As per the sector specific guidelines of the Government of India, 100% FDI/ NRI investments are allowed under the automatic route in certain NBFC activities subject to compliance with guidelines of the RBI in this regard. - 243 -

(b)

Minimum Capitalisation Norms for fund based NBFCs: (i) (ii) (iii) For FDI up to 51% - US$ 5 Lacs to be brought upfront For FDI above 51% and up to 75% - US $ 50 Lacs to be brought upfront For FDI above 75% and up to 100% - US $ 500 Lacs out of which US $ 75 Lacs to be brought upfront and the balance in 24 months

(c)

Minimum capitalization norm of US $5 Lacs is applicable in respect of all permitted non fund based NBFCs with foreign investment Foreign investors can set up 100% operating subsidiaries without the condition to disinvest a minimum of 25% of its equity to Indian entities, subject to bringing in US$ 500 Lacs as at (b) (iii) above(without any restriction on number of operating subsidiaries without bringing in additional capital) Joint ventures operating NBFCs that have 75% or less than 75% foreign investment will also be allowed to set up subsidiaries for undertaking other NBFC activities, subject to the subsidiaries also complying with the applicable minimum capital inflow i.e. (b) (i) and (b)(ii) above.

(d)

(e)

Where FDI is allowed on an automatic basis without FIPB approval, the RBI would continue to be the primary agency for the purposes of monitoring and regulating foreign investment. In cases where FIPB approval is obtained, no approval of the RBI is required except with respect to fixing the issuance price, although a declaration in the prescribed form, detailing the foreign investment, must be filed with the RBI once the foreign investment is made in the Indian company. The foregoing description applies only to an issuance of shares by, and not to a transfer of shares of, Indian companies. Every Indian company issuing shares or convertible debentures in accordance with the RBI regulations is required to submit a report to the RBI within 30 days of receipt of the consideration and another report within 30 days from the date of issue of the shares to the non resident purchaser. Laws relating to Employment Shops and Establishments legislations in various states The provisions of various Shops and Establishments legislations, as applicable, regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work. Labour Laws The Company is required to comply with various labour laws, including the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Payment of Wages Act, 1936, the Payment of Gratuity Act, 1972 and the Employees Provident Funds and Miscellaneous Provisions Act, 1952. Laws relating to Intellectual Property The Trade Marks Act, 1999 and the Indian Copyright Act, 1957 inter alia govern the law in relation to intellectual property, including brand names, trade names and service marks and research works. In addition to the above, our Company is required to comply with the provisions of the Companies Act, 1956, the Foreign Exchange Management Act, 1999, various tax related legislations and other applicable statutes.

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SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION Pursuant to Schedule II of the Act the main provisions of the AOA relating to the issue and allotment of debentures and matters incidental thereto. Please note that the each provision herein below is numbered as per the corresponding article number in the AOA. All defined terms used in this section have the meaning given to them in the AOA. Any reference to the term Article hereunder means the corresponding article contained in the AoA. Clause (ii) of Article 8 A provides that the Company shall within three months after the allotment or within one month after the application for registration of the transfer of any Share or Debenture is completed and have ready for delivery the certificates of all the Shares and Debentures so allotted or transferred unless the conditions of issue of the said Shares otherwise provide. Article 8 B provides that if a certificate be worn out, defaced or if there is no further space on the back thereof for endorsement of transfer, it shall, if required, be replaced by a new certificate free of charge provided/however that such new certificate shall not be issued except upon delivery of the said worn out or defaced or used up certificate for the purpose of cancellation. Further, if a certificate is lost or destroyed the Company may, upon such evidence and proof of such loss or destruction and such Indemnity as the Board may require and on payment of such a fee not exceeding Rupee one issue a renewed certificate. Any renewed certificate shall be marked as such. Clause A of Article 9 provides that the Board of Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money uncalled and unpaid upon any Share/Debenture held by him and upon all or any part of the money so advanced may (until the same would but for such advance become presently payable) pay interest at such rate not exceeding, without sanction of the Company in General Meeting, 14% (fourteen percent per annum) or such other percentage as may be fixed in this regard as the maximum percentage as may be agreed upon between the member paying the sum in advance and the Board of Directors, provided that the amount of advance calls so received shall not be entitled to rank for dividend or participate in the profits of the Company. Clause (g) of Article 10 provides that notwithstanding anything contained in these Articles, the Board of Directors of the Company may in their absolute discretion refuse splitting of any Share certificate or Debenture certificate into denominations less than Marketable lots i.e. the minimum number of Shares or Debentures as required for the purpose of trading on the stock exchange in which the Companys Shares and/or Debentures are/will be listed, except where subdivision is required to be made to comply with a statutory provision or order of a competent Authority of law. Article 30 provides that in furtherance of and without prejudice to the general powers conferred on the Board of Directors by or implied in Articles 29 and the other powers conferred by these articles and subject to the provision of Sec.292 of the Act, it is hereby expressly declared that it shall be lawful, for the Directors to carry out all or any of the objects set forth in the Memorandum of Association and to do the following things: Clause (3) of Article 30 At their discretion to pay for any property rights, or privileges acquired by, or services rendered to the Company, either wholly or partially in cash or in Shares, bonds, Debentures or other securities of the company and any such Shares may be issued either as fully paid-up or with such amount credited as paid up thereon as may be agreed upon and any such bonds, Debentures, or other securities may be either specifically charged upon all or any of the property of the company and its uncalled Shares, or not so charged. Clause (4) of Article 30 To secure the fulfilment of any contracts or agreement entered into by the Company by mortgage or charge of all or any of the properties of the Company and its uncalled capital for the time being or in such other manner as they think fit. Clause (16) of Article 30 To borrow on mortgage of the whole or any part of the property of the Company or on the Bonds, Debentures either unsecured or secured by a charge or mortgage or other securities of the Company, or otherwise as they may deem expedient, such sums as they may think necessary for the purpose of the Company, subject to provisions contained in Sec.292 and Sec.293 of the Act. Provided that Debentures with the rights to allotment or conversion into Shares shall not be issued except with the sanction of the Company in General Meeting. - 245 -

Article 32 provides that he Board of Directors may from time to time but with such consent of the Company in general meetings as may be required under Sec.293 of the Act, raise any money or any moneys or sum of money for the purpose of the Company, provided that the moneys to be borrowed together with moneys already borrowed by the company apart from temporary loans obtained from the Companys bankers in the ordinary course of business shall not without the sanction of the Company at a General Meeting exceed the aggregate of the paid-up capital of the company and its free reserves that is to say reserves not set apart for any specific purpose and in particular but subject to the provision of Section 292 of the Act, the Board may from time to time at their discretion may raise or borrow or secure the payment of any such sum or sums of money for the purpose of the Company, by the issue of Debentures to members, raised or received, to mortgage, pledge or change, the whole or any part of the property, assets, or revenue of the Company, present or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same absolutely or in trust and to give the lenders powers of sale and others as may be expedient and to purchase, redeem or pay off any such securities. Debentures, Debenture Stocks, Bonds or other securities with a right to allotment of or conversion into Shares shall not be issued except with the sanction of the Company in General Meeting. Article 43 provides that Clause (1) of Article 43 Every shareholder or debenture holder or depositor of the Company, may at any time, nominate a person to whom his shares or debentures or deposits shall vest in the event of his death in such manner as may be prescribed under the Act. Clause (2) of Article 43 Where the shares or debentures or deposits of the Company are held by more than one person jointly, joint holders may together nominate a person to whom all the rights in the shares or debentures or deposits, as the case may be shall vest in the event of death of all the joint holders in such manner as may be prescribed under the Act. Clause (3) of Article 43 Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, where a nomination made in the manner aforesaid purports to confer on any person the right to vest the shares of debentures or deposits, the nominee shall, on the death of the shareholder or debenture holder or depositor or, as the case may be on the death of the joint holders become entitled to all the rights in such shares or debentures or deposits or, as the case may be, all the joint holders, in relation to such shares or debentures or deposits, to the exclusion of all other person, unless the nomination is varied or cancelled in the manner as may be prescribed under the Act. Article 45 provides that the Company shall be entitled to dematerialise its existing shares, debentures and other securities, rematerialise its shares, debentures and other securities held in the Depositories and/or offer its fresh shares and debentures and other securities in a dematerialised form pursuant to the Depositories Act, and the Rules framed thereunder, if any. Every person subscribing to or holding securities offered by the Company shall have the option to receive security certificates or to hold the securities with a Depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required Certificates of Securities. If a person opts to hold his security with a Depository, the Company shall intimate such Depository the details of allotment of the security, and on receipt of the information, the Depository shall enter in its record the name of the allottee as the beneficial owner of the security. The Company shall cause to be kept a Register and Index of Members and a Register and Index of Debenture holders in accordance with all applicable provisions of the Companies Act, 1956 and the Depositories Act, with details of shares and Debentures held in material and dematerial forms in any media as may be permitted by law, including in any form of electronic media. The Register and Index of Beneficial Owners maintained by Depository under the Depositories Act, shall be deemed to be Register and Index of Members and Security holders for the purposes of these Articles. The Company shall be entitled to keep in any State or Country outside India a Branch Register of Members Resident in that State or Country.

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MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts which are or may be deemed material have been entered or are to be entered into by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of the Company situated at Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu 600004 from 10.00 AM to 5 P.M on any business days from the date of this Draft Prospectus until the date of closure of the Issue. A. Material Contracts 1. 2. 3. 4. 5. 6. Engagement Letter dated June 4, 2011 received from the Company appointing the Lead Managers and the Co-Lead Managers. Issue Agreement dated June 4, 2011 between the Company, the Lead Managers and the Co-Lead Managers. Memorandum of Understanding dated May 19, 2011 with the Registrar to the Issue Debenture Trust Agreement dated May 20, 2011 executed between the Company and the Debenture Trustee The agreed form of the Debenture Trust Deed to be executed between the Company and the Debenture Trustee. Escrow agreement dated [], 2011 executed by the Company, the Registrar, the Escrow Collection Bank(s), the Lead Managers and the Co-Lead Managers.

B.

Material Documents 1. 2. 3. 4. 5. 6. 7. Certificate of Incorporation of the Company dated June 30, 1979, issued by Registrar of Companies, Tamil Nadu, Chennai Memorandum and Articles of Association of the Company. The certificate of registration No. 07-00459 dated April 17, 2007 issued by Reserve Bank of India u/s 45 IA of the Reserve Bank of India, 1934. Credit rating letter dated May 30, 2011 from CRISIL and credit rating letter dated June 3, 2011 from CARE, granting credit ratings to the NCDs. Copy of the Board Resolution dated April 29, 2011 approving the Issue. Resolution passed by the shareholders of the Company at the Annual General Meeting held on July 24, 2009 approving the overall borrowing limit of Company. Consents of the Directors, Lead Managers and the Co-Lead Managers to the Issue, Debenture Trustee, Lead Brokers, credit rating agencies for the Issue, Legal Advisor to the Issue, Bankers to the Issue, Bankers to the Company and the Registrar to the Issue, to include their names in this Draft Prospectus. The joint consents of the Statutory Auditors of our Company, namely S. R. Batliboi & Co. and G. D. Apte & Co. for (a) inclusion of their names as the Statutory Auditors, (b) examination reports on Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements in the form and context in which they appear in this Draft Prospectus. The joint examination report of the Statutory Auditors dated June 2, 2011 in relation to the Reformatted Consolidated Summary Financial Statements included herein. The joint examination report of the Statutory Auditors dated June 2, 2011 in relation to the Reformatted Unconsolidated Summary Financial Statements included herein. Annual Reports of the Company for the last five Financial Years 2004 05 to 2009 10. Due Diligence certificates all dated [], 2011 filed by the Lead Managers, Co-Lead Managers and the Debenture Trustee respectively. Tripartite agreement between the Company, Registrar to the Issue and CDSL and the Company, Registrar to the issue and NSDL dated March 29, 2000 and April 30, 1999, respectively. Copy of the shareholders resolution re-appointing the Managing Director of the Company dated June 15, 2010. Share Subscription Agreement dated February 2, 2006 and Amendment Agreement dated September 12, 2008 with Newbridge India Investments II Limited, Mr. R. Thyagarajan, Mr. T Jayaraman, Mr. AVS Raja, Shriram Holdings (Madras) Private Limited, Shriram Financial Services Holdings Private Limited, Shriram Recon Trucks Limited and SOFL. Share Purchase Agreement dated March 28, 2007, with Ashley Transport Services Limited, Ashok Leyland Limited and IndusInd Bank Limited. - 247 -

8.

9. 10. 11. 12. 13. 14. 15.

16.

17. 18. 19. 20. 21. 22. 23.

Agreement dated September 8, 2006 and Supplemental Agreement dated July 20, 2007 with Axis Bank Limited, (formerly UTI Bank Limited), in connection with co-branded Credit Cards. Assignment Agreement dated December 22, 2009 with GE Capital Services India and GE Capital Financial Services. License Agreement dated April 1, 2010 with Shriram Ownership Trust. Agreement dated August 21, 2010 with Shriram Capital Limited. Employee Stock Option Scheme of 2005 of the Company. In-principle approval, dated [], 2011 for the Issue issued by NSE. Application dated June 1, 2011 to the Madras Stock Exchange Limited for delisting of the equity shares of the Company.

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DECLARATION

We, the Directors of the Shriram Transport Finance Company Limited, certify that all the relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government of India or the guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines issued thereunder, as the case may be. Yours faithfully On behalf of the Board of Directors of SHRIRAM TRANSPORT FINANCE COMPANY LIMITED:

_________________________ MR. ARUN DUGGAL ____________________________ MR. R SRIDHAR _______________________ MR. M S VERMA _________________________ MR. S M BAFNA _______________________ MR. M M CHITALE ____________________ MR. ADIT JAIN ________________________ MR. PUNEET BHATIA ______________________ MR. RANVIR DEWAN _________________________________ MR. S VENKATAKRISHNAN _________________________________ MR. S. LAKSHMINARAYANAN Place: MUMBAI Date: June 6, 2011

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