MEMORANDUM OF INFORMATION FOR PRIVATE PLACEMENT OF UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS.100.00 LAKH

EACH AGGREGATING RS.25.00 CRORE TO BE ISSUED BY

SHRIRAM TRANSPORT FINANCE CO. LTD.

(A company incorporated under the Companies Act, 1956) Registered Office: 123, Angappa Naicken Street, Chennai – 600 001.

Administrative Office: 3rd Floor, 4 Lady Desikachari Road, Mylapore, Chennai – 600 004 Phone No.: 044-4991363/4990356/4990960/4993704 Fax No.: 91-44-24993272

e-mail: stfc@shriram.com, Website: www.shriram.com

HIGHLIGHTS OF THE COMPANY 1. Professionally managed company. 2. Consistent track record of profits and dividend.

3. A wide network of 179 branches spread across the country.

4. Leading financiers of commercial vehicles.

Definitions The Company / Issuer / Borrower / STFC

Shriram Transport Finance Co. Ltd., a company incorporated under the Companies Act, 1956 and having its Registered Office at 123, Angappa Naicken Street, Chennai – 600 001

Issue / Offer

Issue of Unsecured Redeemable Non-Convertible Debentures Debentures of Rs.1,00,00,00/- (Rupees Hundred Lakh only) each aggregating Rs.25.00 crore (Rupees Twenty Five Crore only) on Private Placement basis.

The Act

The Companies Act, 1956 as amended from time to time.

The Debenture

Unsecured Redeemable Non-Convertible Debentures of Rs.1,00,00,000/-

Debentureholder(s)

The Holder(s) of the Debenture(s)

PRIVATE PLACEMENT OF UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES DEBENTURES

TO BE ISSUED BY SHRIRAM TRANSPORT FINANCE CO. LTD..

June 10, 2005 Dear Sir / Madam, This is a Confidential Information Memorandum setting out the terms and conditions pertaining to issue of Unsecured Non-Convertible Redeemable Debentures of the face value of Rs.1,00,00,000/- (Rupees Hundred Lakh) each aggregating Rs.25.00 crore to be issued by Shriram Transport Finance Co. Ltd. (STFC/the Borrower/the Company/ the Issuer) on private placement basis. Your participation and subscription is subject to the execution of the Application Form. You are requested to confirm your acceptance of the terms and conditions outlined in this Information Memorandum by sending the Application Form alongwith crossed cheque(s)/ demand draft(s)/fund transfer payable in favour of “Shriram Transport Finance Co. Ltd.” and crossed “Account Payee only” to the offices of the Company/its collecting bankers / its Arrangers. The full issue price of the Debentures has to be up on Application. Please note that the enclosed document is addressed specifically to you / your organization and cannot be circulated to any person(s)/ party(ies). The information contained herein is to be retained in strict confidence. Your acceptance of the above will constitute an offer to invest in the above referred issue and will be subject to acceptance by the Company. The decision of the board of Directors of the Company shall be final and binding to the prospective applicant(s). The Company shall issue the Letter(s) of Allotment and Debenture Certificate(s) within the period specified elsewhere in this Memorandum. We are enclosing the following:

• Issue Structure • Confidential Information Memorandum • A Profile of Shriram Transport Finance Co. Ltd. • Application Form

Should you require any further clarifications regarding the above-mentioned issue, we request you to contact the persons appearing in the List of Contact Persons given in the Information Memorandum. We look forward to your early and favourable response. Thanking you, This Information Memorandum is issued by Shriram Transport Finance Co. Ltd. and signed by its authorized signatory. R.Sridhar Managing Director

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PART I

ISSUE STRUCTURE PRESENT ISSUE Shriram Transport Finance Co. Ltd. (hereinafter referred to as ‘STFC’/ ‘the Borrower’/the ‘Issuer’) proposes to issue Unsecured Redeemable Non-Convertible Debentures Debentures (Series-I) (hereinafter referred to as ‘the Debentures’) of the face value of Rs.1,00,00,000/-(Rupees Hundred Lakh) each at par by way of private placement (‘the Issue’) aggregating Rs.25.00 crore in face value terms.

TERMS OF THE DEBENTURES Issue Size Rs.25.00 crore Nature of Instrument Unsecured Redeemable Non-Convertible Debentures Instrument Form Pnysical/Demat Face Value Rs.1,00,00,000/- (Rupees Hundred Lakh) per Debenture Issue Price Rs.1,00,00,000/- (Rupees Hundred Lakh) per Debenture Minimum Subscription 1 Debenture and in multiples of 1 Debenture thereafter Tenure 364 days Put & Call Option None Redemption/Maturity At par Coupon Rate 6.50% p.a. Interest Payment On Maturity ISSUE TIME TABLE Issue Opening Date June 10, 2005 Issue Closing Date July 10, 2005 Note: The Company reserves the right to vary any of the above dates. In such a case, investor will be intimated about the revised time schedule by the Company. The Company also reserves the right to keep multiple allotment date(s) at its sole and absolute discretion without any notice.

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PART II

CONFIDENTIAL INFORMATION MEMORANDUM This is a Confidential Information Memorandum setting out the terms and conditions pertaining to issue of Unsecured Redeemable Non-Convertible Debentures of the face value of Rs.1,00,00,000/- (Rupees Hundred Lakh) each aggregating Rs.25.00 in face value terms to be issued by STFC on private placement basis. Your participation and subscription is subject to the completion of the application form and submission of relevant documents. AUTHORITY FOR THE ISSUE The present issue of Debentures is being made pursuant to the Resolution of the Committee of Directors of the Company passed at its meeting held on June 10, 2005.

OBJECTS OF THE ISSUE The funds are being raised for augmenting for enhancing the resources of the Company. The Company has achieved a strong growth in its asset base for over the past few years and expects a higher trend of growth in the future. In order to maintain the growth in its assets, the Company wishes to issue debentures aggregating Rs.25.00 crore. NATURE & STATUS OF THE DEBENTURES The instruments are to be issued in the form of Unsecured Redeemable Non-Convertible Debentures. The Debentures will constitute direct, unsecured and Debentures obligations of the Company, ranking pari passu with the existing Debentures debt of the Company, if any, and Debentures to the claims of all other creditors and depositors of the Company as regards repayment of principal and interest by the Company. . MINIMUM APPLICATION The application must be made for a minimum of 1(one) Debenture (Rs.1,00,00,000/-) and in multiples of 1 (One) Debenture (Rs.1,00,00,000/-) thereafter. TERMS OF PAYMENT The full face value of the Debentures applied for is to be paid alongwith the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s) for the full face value of the Debentures applied for.

DATE OF ALLOTMENT Interest on the Debentures will accrue to the Debentureholder(s) from the date of allotment.

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INTEREST ON APPLICATION MONEY Interest at the respective coupon rate (i.e. @ 6.50% p.a. (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to the applicant(s) on the application money for the Debentures. Such interest shall be paid for the period commencing from the date of realization of the cheque(s)/demand draft(s) upto the Date of Allotment. The interest on application money will be computed on an Actual/365 day basis. The interest cheque(s)/ demand draft(s) for interest on application money shall be despatched by the Company within 30 days from the Date of Allotment and the relative interest warrant(s) along with the Certificates/ Refund Order(s), as the case may be, will be despatched by registered post to the sole/first applicant, at the sole risk of the applicant. INTEREST ON THE DEBENTURES At the respective coupon rate (i.e.@ 6.50% p.a.)(subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company) on the face value of the Debentures outstanding from the Date of Allotment shall be payable annually throughout the tenure of the Debentures till final redemption thereof. Interest on Debentures will cease on the date of final redemption in all events. If any interest payment date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Mumbai), then payment of interest will be made on the next day that is a business day but without liability for making payment of interest for the intervening period. COMPUTATION OF INTEREST Interest for each of the interest periods shall be calculated, on ‘actual/365 (366 in case of a leap year) day’s basis, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee. PAYMENT OF INTEREST The interest will be payable annually to the registered Debentureholder(s) recorded in the books of the Company and in case of joint holders, to the one whose name stands first in the Register of Debentureholder(s) on the Record date. In the event of the Company not receiving any notice of transfer along with the original Debenture certificates by the Record date, the transferee(s) for the Debentures shall not have any claim against the Company in respect of interest paid to the registered Debentureholder(s).

Wherever the signature(s) of such transferor(s) in the intimation sent to the Company is/ are not in accordance with the specimen signature(s) of such transferor(s) available on the records of the Company, all payments of remaining interest on such Debenture(s) will be kept in abeyance by the Company till such time as the Company is satisfied in this regard.

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TAX DEDUCTION AT SOURCE

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification of re-enactment thereof will be deducted at source, where applicable. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged at the office of the Company at least 15 days before the interest payment becoming due. Tax exemption certificate in respect of non-deduction of tax on interest on application money, must be submitted alongwith the Application Form. Where any deduction of Income Tax is made at source, the Company shall send to the Debentureholder(s) a Certificate of Tax Deduction as source.

Debentureholder(s) should also consult their own tax advisers on the tax implications of the acquisition, ownership and sale of Debentures, and income arising thereon.

ISSUE OF DEBENTURE CERTIFICATES

Subject to the completion of all legal formalities, the Debenture Certificate(s) shall be issued by the Company within 1 months from the Date of Allotment or such extended period as may be approved by the appropriate authority(ies).

REDEMPTION/ MATURITY

The face value of the Debentures will be redeemed at par, at the end of 364 days from the Date of Allotment. PAYMENT ON REDEMPTION

The payment of the redemption amount of the Debentures will be made by the Company by way of cheque(s)/warrants(s) to the Registered Debentureholder(s) recorded in the books of the Company and in the case of joint holders, to the one whose name appears first in the Register of Debentureholders. In the event of the Company not receiving any notice of transfer along with the original Debenture Certificate(s) at least 15 days before the due date of redemption, the transferee(s) for the Debenture(s) shall not have any claim against the Company in respect of the amount so paid to the Registered Debentureholder(s).

The Debenture Certificates are to be surrendered duly discharged on maturity and shall be sent by the Debentureholder(s) by registered post with acknowledgment due or by hand delivery to the Company at the Registered Office or to such other person(s) at such address as may be notified by the Company from time to time.

The Company’s liability to the Debentureholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. 6

RECORD DATE

The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/or principal repayment date.

EFFECT OF HOLIDAYS

Should any of dates defined above or elsewhere in the Information Memorandum, excepting the Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s). Mode of transfer of Debentures The Debentures being negotiable instruments are transferable by endorsement and delivery by the transferor (s). The endorsement by the transferor(s) shall be made on the Debenture by affixing their signature(s) at the place indicated thereon. Such endorsement, in the case of joint holding by more than one person shall be made by all holders. The transferee(s) shall also affix their signature(s) on the Debenture.

The Transferee(s) should deliver the Debenture Certificate(s) to the Company for registration of transfer prior to the Record Date(s). The Company, on being satisfied, will register the transfer of such Debentures in its Register of Debentureholders. For the purpose of registration, the transferee shall intimate the name, address and wherever necessary, authority to purchase the Debenture. No fee will be payable by the Debentureholder(s) for registration of transfer of the Debentures. In the event of delay in the lodgment for transfer by the transferee(s), interest payment due, if any, shall be made to the holder whose name appears in the Register of Debentureholders. In such cases, claims for the interest by the transferee(s) would need to be settled with the transferor(s) and not with the Company.

Provided that where, on application made to the Company by the transferee it is proved to the satisfaction of the Company that the instrument signed by or on behalf of the transferor has been lost, the Company may register the transfer on such terms on indemnifying the Company may deem fit. Provided further that nothing in this section shall prejudice any power of the Company to register as Debentureholder any person whom the right to any Debenture of the Company has been transmitted by operation of law.

REGISTER OF DEBENTUREHOLDERS

A Register of Debentureholders containing necessary particulars shall be maintained at the Company’s Administrative Office located at 3rd Floor, 4 Lady Desikachari Road, Mylapore, Chennai – 600 004. Request for registration of transfer, along with the Debenture Certificate(s)/ Letter(s) of Allotment and appropriate transfer documentation, should be sent to the Company at the above mentioned address or to the branches of the company.

RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Company is entitled at its sole and absolute discretion in consultation with its Arrangers, to accept or reject any application, in part or in full, without assigning any reason thereof. The Application Forms, which are not complete in all respects, are liable to be rejected. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s) demand draft(s) till one day prior to the date of refund.

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HOW TO APPLY

Investors must complete the Application Form in the prescribed format in BLOCK LETTERS in English. Application Form duly completed in all respects must be submitted with the respective Collecting Branch of the Company. Application Form must be accompanied by either a demand draft or cheque drawn or made payable in favour of ‘Shriram Transport Finance Co. Ltd.- A/c’ and crossed ‘Account Payee Only’.

Cash, outstation cheque(s), money order(s) and postal order(s) will not be accepted. The Company assumes no responsibility for any application(s)/ cheque(s)/demand draft(s) lost in mail.

Detailed instructions for filing up the application form and list of collection centers are provided elsewhere in the Information Memorandum.

WHO CAN APPLY

The following categories of investors may apply for the Debentures, subject to fulfilling their respective investment norms / rules by submitting all the relevant documents alongwith the application form.

1. Scheduled Commercial Banks; 2. Financial Institutions; 3. Insurance Companies; 4. Mutual Funds; 5. Bodies Corporate;

RIGHT TO RE-PURCHASE AND RE-ISSUE THE DEBENTURES

This would be as per the prevailing guidelines/regulations and other Statutes.

FUTURE BORROWINGS

The Company would be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Debentures/ Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Company may think appropriate, without the consent of or intimation to the Debentureholder(s) in this connection.

RIGHTS OF THE DEBENTUREHOLDER(S)

The Debentureholder(s) shall not be entitled to any rights and privileges of shareholders other than those available to them under statue. The Debenture(s) shall not confer upon the holders the right to receive notice(s), or to attend and vote at General Meetings of Shareholders of the Company.

The Debentures shall not, except as provided in the Act, confer upon the holder thereof any rights and privileges available to the Members/ Shareholders of the Company including the right to receive notices or annual reports of, or to attend and / or vote, at the General Meeting of the Company. However, if any resolution affecting the rights attached to the Debentures is to be placed before the Shareholders, the said resolution will first be placed before the Beneficial Owner for his consideration.

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The Debentures are subject to the provisions of the Companies Act 1956, the Memorandum & Articles of Association of the Company, the terms of this Information Memorandum and the Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Letter(s) of Allotment/ Debenture Certificate(s), guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Reserve Bank of India/ Government of India and / or other appropriate authority(ies) and other documents that may be executed in respect of the Debentures.

MODIFICATION OF RIGHTS

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, provided that nothing in such consent or resolution shall be operative against the Company, where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

SUCCESSION

In the even of winding-up of the holder of the Debenture(s), the Company will recognize the executor or administrator of the deceased Debentureholder, or the holder of succession certificate or other legal representative as having title to the Debenture(s). The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate or other legal representative as having title to the Debenture(s) unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter.

The Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the deceased Debentureholder on production of sufficient documentary proof or indemnity.

ISSUE OF DUPLICATE DEBENTURE CERTIFICATE(S)

If any Debenture certificate(s) is/ are mutilated or defaced, then, upon the production of such certificate(s), the Company shall cancel the same and issue new/duplicate certificate(s) in lieu thereof. If any Debenture certificate(s) is/are lost stolen or destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity, as the Company may deem adequate and upon payment of any expenses incurred by the Company in connection thereof new/ duplicate certificate(s) shall be issued. A fee will be charged by the Company, not exceeding such sum as may be prescribed by law on each fresh Debenture certificate issued hereunder except certificates in replacement of those, which are old, mutilated, worn out or defaced. No writing on the Debenture Certificate shall be valid for the purpose of negotiation if such writing purports to transfer only a part of the amount denominated by the Debenture.

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NOTICE (S)

The notice to the Debentureholder required to be given by the Company shall be deemed to have been given if sent by ordinary post to the sole/first allottee or sole/first Beneficial Owner of the Debenture, as the case may be.

All notice(s) to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time through suitable communication.

GOVERNING LAW

The Debentures are governed by and shall be construed in accordance with the existing Indian Laws. Any dispute between the Company and the Debentureholder(s) will be subject to the jurisdiction of the competent courts at Chennai, Tamil Nadu.

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PART III

PROFILE OF SHRIRAM TRANSPORT FINANCE CO. LTD.

HISTORY AND BACKGROUND

Shriram Transport Finance Company Ltd. was incorporated as a Public Limited Company on 30th June 1979, and obtained the Certificate of Commencement of business on 9th October 1979. It was formed with a view to provide hire purchase and lease finance for the medium and heavy commercial vehicles. The Company’s focus was on providing finance to individual truck operators, rather than large fleet owners. The dearth of finance for these individual truck operators provided the Company with an opportunity to venture into this largely untapped segment. This Strategic focus enable the Company to achieve high growth during its earlier years. In fact, the Company paid its maiden dividend in 1981, the second year of its operations. The Company has equity participation from ChrysCapital, Citicorp Finance (India) Ltd., associate of Citibank, UTI Bank, Reliance Capital and FMO of Netherlands.

The operations of the Company are divided into four regions. The four regions are further divided into 50 divisions and about 179 branches. The Company has also launched Lease Portfolio Management Scheme in 1993 and managed more than 100 Crores of business through this scheme. The Company is also managing funds for Banks/FIs through its SRTO schemes. The Company is also lending to truck operators on behalf of Citicorp Finance (India) Ltd and UTI Bank. In a Span of 20 years the Company has fortified its presence in the market, on account of its focused business segment, a wide geographical coverage, an effective credit monitoring and appraisal system, which has resulted in high growth in business and profitability. This has given the Company the advantage of having a Recovery factor of 94.28% on all contracts that expired during January 1st, 2000 to December 31st, 2001 as audited by a renowned audit firm of international repute. In terms of rewarding its shareholders, the Company has consistently declared dividends.

PROMOTER BACKGROUND

Company is promoted by Mr. R. Thyagarajan, Mr. T. Jayaraman and Mr. A.V. S. Raja. Mr. R. Thyagarajan, M.A, M. Stat. ACII, aged 65 years is the main promoter of the group. Over the years, he has gained vase experience in the Insurance and Banking Industry and has developed the profound understanding of the business. He has been private financier of commercial vehicles over two and half decades. He was also associated with New India Assurance Company Ltd in the capacity of Divisional Manger. He has also been an Insurance Surveyor and Consultant at M/S. Boda & Co., one of the leading insurance broking companies in the private sector. Mr. T. Jayaraman, B.A B.L, aged 51 years is the co-promoter of the group. He has been private hire purchase financier for the last 23 years, a businessman in his own right. 11

Mr. A.V.S. Raja, aged 63 years, a promoter director of the group has served as an Officer in Indian Railways before promoting the Shriram Group in 1974. He is a very dynamic marketing man with exceptional public relations skills.

SHAREHOLDING PATTERN OF THE COMPANY

SHARE HOLDING PATTERN AS ON 31.03.2005

SR.NO. CATEGORY NO OF SHARES % OF SHARES

1 Indian Promoters 76,46,128 11.692 Mutual Funds And UTI 11,295 0.023 Banks,Financial Institutions,

Insurance Companies (Central/State Govt. Institutions / Non-Government Institutions)

31,88,660 4.87

4 Foreign Institutional Investors 1,38,17,490 21.125 Corporate Bodies 1,47,51,579 22.556 Indian Public 2,15,59,434 32.947 NRI/ OCBs 23,45,705 3.598 Any Other (Clearing Members) 25,410 0.049 (Trusts) 20,82,848 3.18 TOTAL 6,54,28,549 100.00

HIGHLIGHTS OF THE COMPANY

• Professionally managed company. • Consistent track record of profits and dividend.

• A wide network of 179 branches spread across the country.

• Leading financiers of commercial vehicles.

CAPITAL ADEQUACY RATIO The Company has a paid-up capital of Rs.7725.60 crore and Reserves of Rs.8971.02 crore as on 30th September, 2004. The Company has a Capital Adequacy Ratio of 14.72% as on 30th September, 2004, which is well above the norm of 12% prescribed by the Reserve Bank of India. BOARD OF DIRECTORS The Company is managed by a Board of Directors comprising of distinguished and eminent professionals in the field of finance and administration as under: S.No Name Designation Other Directorship 1. Shri. R. Sridhar

Shriram House, Managing Director

• Shriram Asset Management Co. Ltd.

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Bunglow No. 33, Atur Park Co-op. Hsg. Society, V.N Purav Marg, Chembur Mumbai – 400 071

• Shriram Western Investments Limited.

• Shriram Chits and Investments (Maharashtra) Ltd.

• Shriram Recon Trucks Ltd. • Ceylinco Shriram Capital

Management Services Pvt. Ltd. • Integrated Enterprises (India) Ltd.

2. Shri S Venkatakrishnan 34, Oliver road, Mylapore Chennai 600 004

Director • Shriram City Union Finance Ltd. • Shriram Industrial Holdings Pvt Ltd. • Eminent Stock Broking Pvt Ltd • Shriram Exports Pvt Ltd. • Ranjani Investments Pvt Ltd. • Arabhi Investments Pvt Ltd • Bhilahari Investments Pvt Ltd. • Charukesi Investments Pvt Ltd • Galada Finance Ltd • RKP Investments Pvt Ltd. • Rambal Properties Pvt Ltd. • Venshan Investments P Ltd

• Shriram Investments Ltd. 3. Dr. T S Sethurathnam

Nominee Director - IREDA C 139, Sarvodaya Enclave New Delhi 110 017

Director • Oil Country Tubular Ltd. • Kamineni Hospitals Ltd. • Suraj Holdings Ltd. • Bright Bros. Ltd • G I Wind Farms Ltd • Shriram City Union Finance Ltd. • Shriram Transport Finance Co. Ltd.

• Costal Roadways Ltd. 4. Shri.Umesh Revankar

A-1, Prakruti Apartments, No. 14, 1st Main Road, Gandhi Nagar, Adyar, Chennai – 600 020

Director • Cel India Finance & Investments Ltd.

• Indus Stock Banglore Pvt. Ltd. • Asia Global Trading (Chennai) Pvt.

Ltd. • Synectics Infoway Pvt. Ltd. • Medispan Ltd. • Shriram Recon Trucks Ltd.

5. Shri. K.R.C Sekar Flat No. 101, Sterling Elignaza Apts., Street No. 5, West Marred Palli, Secunderabad - 26

Director NIL

6. Shr. S.Ranganathan Nominee Director - Citicorp K-284 Mulund Darshan “J&K” Guru Govind Singh Road, Mulund (West), Mumbai – 400 082

Director NIL

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AUDITORS OF THE COMPANY M/s. G. D. Apte & Co. Chartered Accountants Dream Presidency, 1202/17E, Apte Road, Pune-411004. PAST 3 YEARS AT A GLANCE

SHRIRAM TRANSPORT FINANCE CO LTD

BALANCE SHEET

(Rs. In Lacs) As on 31.03.2004 31.03.2003 31.03.2002

SOURCES OF FUNDS Share holder’s Funds Share Capital 8,091.86 6,720.60 6,096.30

Reserves and Surpluses 5,946.34 2,997.98 3,420.12

Loan Funds Secured Loans 87,060.16 54,933.04 44,723.01

Unsecured Loans 4,471.49 1,909.36 989.64

Deferred Tax Liability 3,959.70 3,382.00 735.20

Current Liabilities & Provisions 18,149.83 13,617.98 9,925.24

Total 127,679.38 83,560.96 65,889.51

Application of Funds Fixed Assets (Net) 5,251.06 4,416.66 2,652.50

Investments 475.85 790.76 790.76

Current Assets 106,471.35 63,130.40 55,511.74

Loans & Advances 15,413.84 15,133.01 6,821.53

Miscellaneous+B16 Expenditure

(to the extent not written off or adjusted)

67.28 90.13 112.98

TOTAL 127,679.38 83,560.96 65,889.51 14

PROFIT & LOSS ACCOUNT

(Rs. In Lacs) F. Y. Ending F. Y. Ending F. Y. Ending Particulars 31.03.2004 31.03.2003 31.03.2002

INCOME Income from Operations 24642.66 16127.21 13713.65Other Income 1449.41 657.13 795.94Total 26092.07 16784.34 14509.59EXPENDITURE Interest & Finance Charges 11,505.51 8,512.33 7,759.86 Lease Rentals Paid - - 103.50 Administrative & Other Expenses 6,826.42 3,177.66 2,796.06 Depreciation 751.60 798.72 1,003.92 Share & Debenture Issue expenses written off

22.85 22.85 22.85

Provisions as per RBI Prudential Norms 1,413.18 505.35 452.07 Total 20,519.56 13,016.91 12,138.26 Profit Before Taxation 5,572.51 3,767.43 2,371.33 Prior period adjustment - - 61.09 Less: Provision for Taxation 1,310.84 737.01 201.62 Less: Provision for Deferred Taxation 577.70 647.52 168.09 Profit after Taxation 3,683.97 2,382.90 2,062.71

Add: Balance in Profit & Loss Account brought forward

961.78 1,616.50 980.06

Balance available for appropriations

4,645.75 3,999.40 3,042.77

APPROPRIATIONS: Statutory Reserve 740.00 477.00 415.00

Debenture Redemption Reserve - - -General Reserve 370.00 1,630.00 200.00 Dividend

Cumulative Redeemable Preference Shares 233.07 232.94 169.44 Equity shares – Interim 419.00 356.74 356.57 Equity shares – Final 785.24 302.22 285.26

Tax on Dividend (including surcharge)

184.15 38.72 -

Balance carried to Balance Sheet 1,914.29 961.78 1,616.50 Total 4,645.75 3,999.40 3,042.77

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DISCLAIMER This Memorandum of Private Placement (Memorandum) is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Shriram Transport Finance Co. Ltd. (STFC/the Company/ the Issuer/the Borrower). The document is for the exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third parties. The Memorandum is issued by the Company. The information, views and projections contained in this Memorandum do not necessarily reflect the views of its directors, employees, affiliates, subsidiaries or representatives and should not be taken as such. The Memorandum has been prepared to provide general information on the Company and does not purport to contain all the information a potential investor may require. Where this Memorandum summarizes the provisions of any other document, that summary should not be relied upon and the relevant document should be to for the full effect of the provisions. The information relating to the Company contained in the Memorandum is believed by the Company to be accurate in all respects as of the date hereof. The Company does not undertake to update the Memorandum to reflect subsequent events and thus it should not be relied upon after the date hereof without first confirming the accuracy of information with the Company. The Memorandum shall not be considered as a recommendation to purchase the Debentures and recipients are urged to determine, investigate and evaluate for themselves, the authenticity, origin, validity, accuracy, completeness, adequacy or otherwise the relevance of information contained in this Memorandum. The recipients are required to make their own independent valuation and judgment of the Company and the Debentures. The potential investors should also consult their own tax advisors on the tax implications relating to acquisition, ownership, sale or redemption of Debentures and in respect of income arising thereon. Investors are also required to make their own assessment regarding their eligibility for making investment(s) in the Debentures of the Company. The Company or any of its Directors, employees, advisors, affiliates, subsidiaries or representatives do not accept any responsibility and/ or liability for any loss or damage however arising and of what ever nature and extent in connection with the said information. The recipients of this Memorandum agree that unless and until the definitive written agreements between the Company and any such recipients with respect to a possible transaction have been executed and delivered and have become legally effective, neither the Company nor any of its Directors, employees, advisors, affiliates, subsidiaries or representatives shall be under any legal obligation of any kind whatsoever with respect to any such transaction by virtue of the delivery of this Memorandum or its content or of any other written or oral expression by any of the Directors, employees, advisors, affiliates, subsidiaries or representatives of the Company and such obligations shall be restricted to the extent of the specific terms and provisions of such definitive agreements. FORCE MAJEURE STFC reserves the right to withdrawn the Issue prior to the earliest closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. In such an event, STFC will refund the application money, if any, along with interest payable on such application money if any.

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