Public Issue of Secured Non Convertible Debentures

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July 2014

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Disclaimer

This presentation does not constitute an offer or invitation to purchase or subscribe for any securities in any jurisdiction. No part of it should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities. This presentation is confidential and may not be copied or disseminated, in whole or in part, and in any manner.

This presentation contains forward-looking statements based on the currently held beliefs and assumptions of our management, which are expressed in good faith and in their opinion reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, financial condition or performance or industry results to differ materially from the results, financial condition or performance expressed or implied by such forward-looking statements. Given these risks, uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward-looking statements. We disclaim any obligation to update these forward-looking statements to reflect future events or developments. This presentation has not been approved and will not be reviewed or approved by any statutory or regulatory authority in India or by any Stock Exchange in India and may not comply with all the disclosure requirements prescribed thereof. This presentation may not be all inclusive and may not contain all of the information that you may consider material.

Shriram Transport Finance Company Limited, (“Company”), is proposing, a public issue of secured redeemable non-convertible debentures and has filed a Shelf Prospectus and Tranche I Prospectus with the Registrar of Companies, Chennai, Tamil Nadu, SEBI, the National Stock Exchange of India Limited, (“NSE”) and the BSE Limited (“BSE”). The Prospectus is available on the website of the NSE, the BSE, the Company and the websites of the Lead Managers to the Issue, namely www.jmfl.com, www.akcapindia.com, www.edelweissfin.com, www.icicisecurities.com. Investors are urged to take any decision to invest in the said debt securities pursuant to and solely on the basis of the disclosures made in the Prospectus. Please see the section entitled “Risk Factors” on page 17 of the Shelf Prospectus for the risks in this regard.

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Offering Summary

Lead Managers and Debenture Trustee to the Issue

Debenture Trustee

SizeBase Issue Size of ` 500 Crore with an option to retain oversubscription upto the Shelf Limit of ` 3,000 Crore

Investment options Eight Options including two monthly option to Individuals applying for allotment in demat mode

Credit Rating “CARE AA+” by CARE, “CRISIL AA/Stable” by CRISIL and “IND AA+” by India Ratings

Subscription period

• Issue Opening date: July 2, 2014 - Issue Closing date: July 22, 2014• Issue may be closed on earlier date, at the discretion of the duly authorised committee of Directors

of Company upon achieving subscription of Base Issue size of ` 500 Crore for early closure before 22nd July,2014

SecurityFirst charge to be created on an identified immovable property and specific future receivables of the Company

Listing NCDs are proposed to be listed on NSE and BSE

Series I, II, III, IV and V NCDs

Aggregate of Coupon and Additional Incentive on any record date for NCD Holders

• Individuals (Retail and HNI): 11.00% p. a. for 3 years, 11.25% p. a. for 5 years and 11.50% p.a. for 7 years with monthly interest payout option available for 5 years and 7 years

• Others: 9.85% p. a. for 3 years, 10.00% p. a. for 5 years and 10.15% p.a. for 7 years

Series VI, VII and VIII NCDs

Redemption Amount for NCD Holders

• Individuals (Retail and HNI): ` 1,368.02 per NCD for 3 year option, ` 1,704.62 per NCD for 5 year option & ` 2,143.79 per NCD for 7 year option

• Others: ` 1,325.90 per NCD for 3 year option, `1,610.93 per NCD for 5 year option & ` 1,968.44 per NCD for 7 year option

Effective Yield on any record date for NCD Holders

• Individuals (Retail and HNI): 11.00 % p. a. for 3 years, 11.25%p. a. for 5 years, 11.50%p. a. for 7 years

• Others: 9.85 % p. a. for 3 years, 10.00%p. a. for 5 years, 10.15%p. a. for 7 years

Additional Incentive for Senior Citizens

• Senior Citizens (only First Allottee) shall be entitled to an additional yield at the rate of 0.25% p.a. For series VI, VII and VIII, Senior Citizens (only First allottee) will get ` 1,377.29, ` 1,723.87 and ` 2,177.70 respectively at end of the tenure.

*subject to applicable tax deducted at source, if any on the Physical Applications

Lead Managers

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Company Snapshot

Shriram Transport Finance Company Limited

SHRIRAM conglomerate has strong presence in:

Financial Services Business:

•Commercial Vehicle Financing;

•Consumer Finance;

•Life and General Insurance;

•Stock Broking;

•Distribution of Third Party financial Products

On of the largest Indian asset financing NBFC, with total AUM of ` 53,834 Crore as of March 31, 2014

Track record of over 35 years

Pan-India presence through widespread network of 654** branches

Total employee strength was 18,122**

Registered as a Deposit taking NBFC with Reserve Bank of India

Strategic presence in pre-owned and new commercial vehicles (with a focus on First Time Users (FTUs) and Small Road Transport Operators (SRTOs))

Expertise in origination, valuation and collection

** As of March 31, 2014

“SHRIRAM” Group

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Subsidiaries

Shriram Transport Finance Company

Limited

Pre-owned and new commercial vehicle and

passenger vehicle financing

Shriram Equipment Finance Company Limited-Wholly owned subsidiary-Pre-owned and new construction equipment financing-As on March 31, 2014, it had assets under finance of ` 3,418 Crore

Shriram Automall India Limited

-Wholly owned subsidiary-Providing facilitation services , Stock-yard services, refurbishing of commercial vehicles and equipment, -One-stop shop catering to the various needs of commercial vehicle and equipment users, banks, NBFCs and other lenders of commercial vehicles-As on March 31, 2014, there are 32 operational "Automalls"

Business StrengthsOne of the largest

Indian asset financing NBFC

Unique business model and Extensive

experience & expertise in credit appraisal

Experienced senior management team

AUM of ` 53,834 Crore as of March 31, 2014

Widespread network of 654 branches across India as of March 31, 2014 with a large customer base

Strategically expanded marketing and customer origination network by entering into partnership and co-financing arrangements with private financiers involved in commercial vehicle financing

Our credit evaluation techniques, relationship based approach, extensive branch network and strong valuation skills make our business model unique and sustainable

Stringent credit policies, including limits on customer exposure, to ensure the asset quality of the loans and the security provided for such loans has helped us maintain relatively low NPA levels

Expertise in valuing pre-owned vehicles enables the Company to accurately determine a recoverable loan amount for commercial vehicle purchases

Board of Directors with extensive experience in the automotive and/or financial services sectors

Senior and middle management personnel with significant experience and in-depth industry knowledge and expertise

Most of our senior management team has grown with the Company and have more than 15 years of experience with the Company

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Business Strengths

Access to a range of cost effective funding sources

Strong brand name

Able to borrow from a range of sources at competitive rates

Relatively stable cost of funds due to our improved credit ratings, effective treasury management and innovative fund raising programs

Borrowings

Strategic mix of retail and institutional borrowing

Access to fixed and floating rate borrowings due to prompt debt servicing and strong relationships with public, private sector and foreign banks

Also able to mobilize retail fixed deposits at competitive rates

Also raised subordinated debt eligible for Tier II capital

Securitization of loan book at regular intervals to maintain growth momentum

Well established "Shriram" brand

Strong presence in Financial Services

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M. S. VermaNon-Executive Independent

Director

A career banker with over five decades of experience in banking and finance

Former Chairman of State Bank of India. Since then has served as Advisor to RBI, non-executive Chairman IDBI Bank and Chairman TRAI

Member of governing Board/Council/Committee of educational and research institutions of national/international importance – National Council of Applied Economic Research (NCAER) and Jawaharlal Nehru University (JNU)

Retiring from directorship from July 9, 2014

Lakshminarayanan SubramanianNon-Executive Independent

Director

Former Member of IAS and held several senior positions in Ministry of Home Affairs, Ministry of Communications and Information Technology, Ministry of Information and Broadcasting 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

Kishori UdeshiNon-Executive Independent

Director

Former Deputy Governor of the Reserve Bank of India Served as chairman of BRBNM (P) Ltd. and DICGC and

was on the Boards of SEBI, NABARD, Exim Bank

Amitabh Chaudhry

Non-Executive Independent

Director

Managing Director and CEO of HDFC Standard Life Insurance Company

Over 25 years of experience in different capacities with leading Indian Financial Services Group, Technologies Service Company and international banks

Gerrit Lodewyk Van Heerde

Non-Executive Independent

Director

CFO of Sanlam Emerging Markets and has 22 years of experience in the financial services industry

Fellow of the Institute and Faculty of Actuaries in the United Kingdom as well as a Fellow of the Actuarial Society of South Africa

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Board of Directors

Arun Duggal, Non-Executive

Chairman

Experienced international banker with an experience of ~ 35 years in the banking and finance industry

A member of the Investment Committee of Axis Private Equity

26 years experience with Bank of America, also the Chief Executive of Bank of America in India from 1998 to 2001

Umesh Govind Revankar,

Managing Director

Started his career with Shriram Group as an Executive Trainee in the year 1987

Has been with the Shriram group for the last 27 years and possesses extensive experience in the financial services industry

Has shouldered various responsibilities and worked in several key roles of business operations

R SridharNon-Executive

Non Independent Director

Over twenty five years of experience in financial services sector, especially in commercial vehicle financing

Former Managing Director of the Company for twelve years (2000-2012)

The recipient of Ernst & Young’s entrepreneur of the year – Manager Award 2011 and Business Achiever Award from Institute of Chartered Accountants of India (ICAI) for the year 2010-2011

Member of the Corporate Bond and Securitisation Advisory Committee of SEBI

Member of the Advisory Group on NBFCs constituted by the Ministry of Finance, Government of India

Puneet BhatiaNon-Executive

Director and Non-Independent

Managing Director and Country Head -TPG Capital India Former Chief executive of the Private Equity Group for

GE Capital India

S. M. BafnaNon-Executive Independent

Director

Over 29 years of experience in the automobile industry Dealer of Tata Motors, Honda, Hyundai and Maruti Udyog

Limited

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Financial Highlights

High Credit Rating While Exhibiting Strong Financial Growth

Credit Ratingfor the issue CARE: CARE AA+ for an

amount of upto ` 3,000 Crore

CRISIL: CRISIL AA/Stable for

an amount of upto ` 3,000 Crore

India Ratings: IND AA+ for an

amount upto ` 3,000 CroreConsolidated Financials

Consolidated AUM is a sum of individual AUMs in Shriram Transport Finance and Shriram Equipment Finance

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Stringent credit evaluation tools, limiting customer and vehicle exposure, and direct interaction with customers

Strong Credit evaluation and recovery mechanism, asset-backed lending model and adequate asset cover

Prudent Credit Norms

Regular direct contact with customers and other market players, avoiding intermediaries

The product executives are responsible for customer origination and evaluation, loan administration and monitoring as well as loan recovery processes which enables them to develop strong relationships and capitalize on local knowledge

Efficient Collection Procedure

Expertise in origination, valuation and collection

Net NPA of 0.84%Gross NPA of 3.89%

CAR of 23.37%As on March 31, 2014

(Unconsolidated)

Financial Highlights

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Business Strategy

Further expand operations by growing our branch network, penetration into rural centres and increasing partnership and co-financing arrangements with private financiers

Continue to develop our Automall business through our wholly-owned subsidiary Shriram Automall India Limited

Consolidate and expand our construction and equipment finance business through our wholly-owned subsidiary, Shriram Equipment Finance Company Limited

Consolidate our product portfolio

Continue to implement advanced processes and systems

Details

Face Value and Issue Price (` per NCD)

` 1,000

Minimum Application ` 10,000/- (10 NCDs) (for all Series of NCDs either taken individually or collectively)

Mode of allotment All Series of NCDs except for Series IV and Series V NCDs will be allotted in the dematerialized form and/or the physical form, at the option of the Applicant. Series IV and Series V NCDs will be allotted compulsorily in the dematerialized form

Trading Lot One NCD

Rating of NCDs “CARE AA+” by CARE, “CRISIL AA/Stable” by CRISIL and “IND AA+” by India Ratings

Record Date Date falling 15 days prior to the relevant Interest Payment Date on which the interest is due and payable, or the Redemption Date under the Tranche-I Prospectus, or as may be prescribed by the relevant Stock Exchange/s. In case the record date, as defined herein, falls on a public holiday, the record date shall be the previous Working Day immediately preceding such date.

Deemed Date of Allotment The Deemed Date of Allotment for the NCDs shall be the date on which the Board of Directors or duly authorized committee thereof approves the allotment of the NCDs or such date as may be determined by the Board of our Company and/or a duly authorized committee thereof and notified to the Stock Exchanges.

Stock Exchanges proposed for listing of the NCDs

NSE and BSE

Depositories NSDL and CDSL

Mode of Interest Payment Through various options available

Tax on the coupon interest to the Resident NCD Holder

Interest received by the NCD Holders would be subject to tax at the normal rates of tax. No tax is deductible at source on any interest payable on NCDs issued by the Company in dematerialized form and listed on a recognized stock exchange in India. In case of NCDs held in physical form, tax will not be deducted at source from interest payable on such NCDs held by the investor (in case of resident Individuals and HUFs), if such interest does not exceed ` 5,000 in any financial year. If interest exceeds the prescribed limit of ` 5,000 on account of interest on the NCDs, then the tax will be deducted at applicable rate. However, investors are advised to consider in their own case the tax implications in respect of subscription to the NCDs after consulting their tax advisor

Tax on the capital gains to the Resident NCD Holder

Long-term capital gains arising on the transfer of listed NCDs would be subject to tax at the rate of 10% of capital gains calculated without indexation of the cost of acquisition. 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. However, investors are advised to consider in their own case the tax implications in respect of subscription to the NCDs after consulting their tax advisor

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Issue Structure – Common Terms

Issue Size Base Issue Size of ` 500 Crore with an option to retain oversubscription upto the Shelf Limit of ` 3,000 Crore

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Issue Structure – Details

* subject to applicable tax deducted at source, if any.

**Monthly option shall be available only to Individuals applying for Allotment of NCDs in demat form only.

*** Senior Citizens (only First Allottees) shall be entitled to an additional yield at the rate of 0.25% per annum

# For series VI, VII and VIII, Senior Citizens (only First Allottee) will be paid an aggregate amount of ` 1,377.29, ` 1,723.87 and ` 2,177.70 per NCD, respectively, on the Redemption Date.

## For series IV and V, Senior citizens (only First Allottee) will get a coupon of 10.94% per annum and 11.17% per annum respectively payable monthly.

Note

Issue Size

Series I II III IV V VI VII VIII

Tenor 36 months 60 months 84 months 60 months 84 months 36 months 60 months 84 months

Interest Payment Frequency

Annual Annual Annual Monthly** Monthly** Not Applicable Not Applicable Not Applicable

Coupon (% per annum)

9.85% 10.00% 10.15% 10.71%## 10.94%## Not Applicable Not Applicable Not Applicable

Additional Incentive on coupon (% per annum)

Individuals

OthersIndividual

sOthers Individuals Others

Nil NilNot Applicable Not Applicable Not Applicable

1.15% Nil 1.25% Nil 1.35% Nil

Aggregate of Coupon and Additional Incentive onany Record Date (% perannum)

11.00% 9.85% 11.25% 10.00% 11.50%10.15

%10.71% 10.94% Not Applicable Not Applicable Not Applicable

Redemption Amount for NCD Holders ( ` / NCD)

Repayment of the Face Value plus any interest at the applicable Coupon that may have accrued at the Redemption Date plus Additional Incentive as may be applicable for Individual NCD Holders

Individuals

OthersIndividual

sOthers

Individuals

Others

` 1,368.02 per NCD*

` 1,325.90 per NCD*

` 1,704.62per NCD*

` 1,610.93 per NCD*

` 2,143.79 per NCD*

` 1,968.44 per NCD*

Effective Yield on any record date***(% p. a.)

Individuals

Others

Individuals Others Individuals Others Individuals IndividualsIndividual

sOthers

Individuals

OthersIndividual

sOthers

11.00%9.85

%11.25% 10.00% 11.50%

10.15%

11.25% 11.50% 11.00% 9.85% 11.25% 10.00% 11.50% 10.15%

Interest on Application (% p. a.)9.00%

Interest on Refund (% p. a.)4.00%

Base Issue Size of ` 500 Crore with an option to retain oversubscription upto the Shelf Limit of ` 3,000 Crore

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Categories

Category I Category II Category III Category IV

Institutional Investors Non Institutional Investors High Net-worth Individual, (“HNIs”)

Retail Individual Investors

Resident public financial institutions as specified in Section 2 (72) of the Companies Act, 2013 authorized to invest in the NCDs;

Companies; bodies corporate and societies registered under the applicable laws in India and authorized to invest in the NCDs;

Resident Indian individuals who apply for NCDs aggregating to a value more than ` 5 Lacs, across all Series of NCDs

Resident Indian individuals who apply for NCDs aggregating to a value not more than ` 5 Lacs, across all Series of NCDs

Statutory corporations including State Industrial Development Corporations, commercial banks, co-operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs;

Educational institutions and associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment; which are authorized to invest in the NCDs;

Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than ` 5 Lacs, across all Series of NCDs

Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than ` 5 Lacs, across all Series of NCDs

Indian Provident funds with a minimum corpus of ` 2,500 lacs, pension funds with a minimum corpus of ` 2,500 lacs, superannuation funds and gratuity funds, authorized to invest in the NCDs;

Trusts settled under the Indian Trusts Act, 1882, public/private charitable /religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs;

Indian alternative investment funds registered with SEBI and Venture Capital Funds;

Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs;

Indian insurance companies registered with the IRDA;

Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and

National Investment Fund set up pursuant to the resolution F. No. 2/3/2005-DD-II dated November 23, 2005 by the Government of India;

Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs

Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the Department of Posts, India

Indian Mutual Funds registered with SEBI

Issue Structure – Categories

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Applications cannot be made by:

• Minors without a guardian name*

• Foreign nationals inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA

• Persons resident outside India

• Foreign Institutional Investors

• Foreign Portfolio Investors

• Qualified Foreign Investors

• Overseas Corporate Bodies; and

• Persons ineligible to contract under applicable statutory/regulatory requirements

Issue Structure – Categories

*Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872

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Safety of Investment

NCDs rated ‘CARE AA+’ by CARE, ‘CRISIL AA/Stable’ by CRISIL and “IND AA+” by India Ratings

IDBI Trusteeship Services Limited is appointed as Debenture Trustee to the Issue

NCDs to be secured by a first charge on an identified immovable property and specified future receivables of the Company

Salient Features

Liquidity and Exit Options

Allocation, Reservation and Dematerialization

Allocations will be on a First Come First Serve Basis, with reservations as follows:• 50% - Retail Individual Portion (Individual and HUFs applying for ` 5 lakhs or less across all series of NCDs)• 30% - HNI Portion (Individual and HUFs applying for more than ` 5 lakhs across all series of NCDs)• 10% - Non Institutional Portion • 10% - Institutional Portion

Inter - Category over -flow in favour of Retail Individual, then HNI, then Non Institutional and then InstitutionalAn applicant has the option to opt for allotment in dematerialized form and/or the physical form for all Series of NCDs except for

Series IV and Series V NCDs. Series IV and Series V NCDs will be allotted compulsorily in the dematerialized form

Creation of Debenture Redemption Reserve of 25% of the value of NCDs through public issue (subject to the Company generating adequate profits every year, until such NCDs are redeemed)

Exit Prior to Maturity

Secondary Market Exit

• Listing on both the exchanges, NSE and BSE to provide tradability

Liquidity

Exploring the Market making

possibilities

One Instrument for each Series,

which will reduce the number of instruments

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Individuals (Retail Individual Investors and High Net - worth Individuals (HNIs) who hold the NCDs on any record date shall be eligible to additional incentive in terms of interest in case of Series I, II and III NCDs and redemption amount in case of Series VI, Series VII and Series VIII NCDs respectively

Qualifying Investors can apply for the NCDs in physical form and/or dematerialised form except for Series IV and Series V NCDs which will be allotted compulsorily in the dematerialized form

Exploring the market making possibilities

Unique Features

Monthly payment option to provide regular cash flow to investors

Additional Incentive available for Senior Citizens

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Investment Rationale

One of the largest Indian asset financing NBFC

Experienced Management Team

Good Credit Rating and Strong Financials

Attractive returns – Individuals to get additional benefitsRetail Individual Investors and High Net - worth Individuals (HNIs) to get the same benefits

Low levels of NPAs – Net NPA of 0.84% as on March 31, 2014

Listing on NSE & BSE to provide liquidity and exit options

Qualifying Investors can apply for the NCDs in physical form except for series IV and series V under monthly option

Unique Business Model and Consistent Track Record

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Lead Managers & Other Intermediaries

JM Financial Institutional Securities Limited

Edelweiss Financial Services Limited

Lead Managers

A. K. Capital Services Limited

ICICI Securities Limited

Registrar

Integrated Enterprises (India) Limited

Debenture Trustee

IDBI Trusteeship Services Limited

Stock Exchange

National Stock Exchange of India Limited

BSE Limited

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Lead BrokersA. K. Stockmart Private Limited

Axis Capital Limited

Lead

Bro

kers

Just Trade Securities Limited

Edelweiss Broking Limited

HDFC Securities Limited

India Infoline Limited

ICICI Securities Limited

Integrated Enterprises (India) Limited

JM Financial Services Limited

Karvy Stock Broking Limited

SMC Global Securities Limited

RR Equity Brokers Private Limited

SHCIL Services Limited

Tipsons Stock Brokers Private Limited

Trust Financial Consultancy Services Private Limited

Kotak Securities Limited

Thank You