Shriram Finance Limited — Proxy Solicitation & Information Statement 2021

Jun 22, 2021

SEC/FILING/NSE-BSE/21-22/68B June 22, 2021

The Secretary BSE Limited P J Street Dalal Street, Mumbai – 400 001. Scrip Code : 511218 Scrip Code : SRTRANSFIN

National Stock Exchange of India Limited Exchange Plaza, 5th floor Plot no. C/1, G- Block Bandra Kurla Complex Bandra (East), Mumbai - 400 051.

Dear Sir/Madam,

Subject: Corrigendum to Notice of the Extra-ordinary General Meeting of Shriram Transport Finance Company Limited ('the Company') scheduled to be held on Wednesday, July 7, 2021, at 02.00 p.m. through Video Conferencing ('VC')/ Other Audio Visual Means ('OAVM') ('EGM Notice').

In continuation to our letter dated June 13, 2021 and with reference to the captioned subject, the Company is dispatching Corrigendum to EGM Notice by email to those Members whose email addresses are registered with the Company/Depository Participant(s). The Corrigendum to EGM Notice is enclosed herewith for your record & dissemination. This Corrigendum to EGM Notice should be read along with the original EGM Notice dated June 12, 2021.

The Corrigendum to EGM Notice is available on the Company's website at the link: https://www.stfc.in/investors/stfc-extra-ordinary-general-meeting/

Kindly take the same on record.

Thanking you,

Yours faithfully,

for SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

VIVEK ACHWAL COMPANY SECRETARY Encl:a/a

Shriram Transport Finance Company Limited

Corporate Office: Wockhardt Towers, Level — 3, West Wing, C-2, G-Block, Bandra — Kurla Complex, Bandra (East), Mumbai — 400 051. Tel: +91 22 4095 9595 I Fax: +91 22 4095 9597. Registered Office: Sri Towers, Plot No.14A, South Phase, Industrial Estate, Guindy, Chennai – 600 032, Tamil Nadu, India. Tel: +91 44 4852 4666 I Fax: +91 44 4852 5666. Website: www.stfc.in I Corporate Identity Number (CIN) — L65191TN1979PLC007874

SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

CIN: L65191TN1979PLC007874 Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai – 600 032 Tel No: +91 44 4852 4666 Fax: +91 44 4852 5666 Website: www.stfc.in Email id: secretarial@stfc.in

CORRIGENDUM TO NOTICE OF EXTRA-ORDINARY GENERAL MEETING

On June 13, 2021, Shriram Transport Finance Company Limited ("the Company") had dispatched to the Members of the Company the Notice of Extraordinary General Meeting dated June 12, 2021 (EGM Notice) scheduled to be held on Wednesday, July 7, 2021, at 02.00 p.m. IST through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM"), to transact the following Special Business:

• 1. Issuance of Equity Shares on a Preferential Basis to the Promoter of the Company and
• 1. Issuance of Warrants convertible into Equity Shares to Promoter of the Company on a Preferential Basis.

The Company is issuing this Corrigendum in respect of the following matters forming part of Explanatory Statement annexed to the EGM Notice:

(I) On Page No. 23, point (xi) is modified and be read as under:

(xi) Identity of the natural persons who are the ultimate beneficial owners of the shares and warrants proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue –

The proposed allottee, Shriram Capital Limited (SCL) is a core investment company and investment vehicle regulated by Reserve Bank of India. The ultimate single largest shareholder of Shriram Capital Limited is Shriram Ownership Trust (SOT), a private discretionary trust, which is holding 29.63% shares in the capital of SCL and has the right to exercise management control on SCL. Mr. R. Thyagarajan is the Author i.e. Settlor of SOT. SOT does not have any protector. Even otherwise, Indian Trust Act does not mandate/provide for appointment of protector by a domestic trust. The beneficiaries of SOT are the senior executives employed including past and future employees of the group, whose beneficial interest will be determined periodically by the Board of Trustees of SOT. However, none of the beneficiaries is having 15% or more of the beneficial interest of SOT. The Present Trustees of SOT are Mr. R. Thyagarajan, Mr. S. Natarajan, Mr. D.V. Ravi, Mr. R. Kannan, Mr. R. Duruvasan, Mr. Umesh G Revankar and Mr. J.S. Gujral. The names of such natural persons are given only for the purpose to know the natural persons.

SCL holds the beneficial interest in the Company to the extent of its shareholding and shares and warrants proposed pursuant to the resolution. The Pre-Preferential Issue Shareholding of SCL and Post-Preferential Issue shareholding of SCL are as under:

Pre-Preferential Issue shareholding ofSCL		Post-PreferentialSCL	Issueshareholdingof
No. of shares	% of shares in thepaid-up capital ofIssuer	No. of shares	%ofsharesinthepaid-upcapitalofIssuer
6,69,64,947	25.08	7,04,37,147 (*)	26.04

(*) Assuming all the Warrants are converted into Equity Shares of the Company*.*

There will be no change in control of the Company (Issuer) consequent to the proposed preferential issue.

(II) On Page No. 26, the last two paragraphs are modified and be read as under:

Mr. Umesh Revankar and Mr. D. V. Ravi, directors of the Company also hold directorship of SCL. Mr. Umesh Revankar is non-executive non-independent director of SCL. Mr. D. V. Ravi is Managing Director of SCL. The Directors and the Key Managerial Persons of the Company and their relatives are not in any way concerned or interested, financially or otherwise, in the special resolution(s) proposed at item nos. 1 and 2 of this Notice except, as stated in point (xi) above, to the extent that some of the Directors and the Key Managerial Persons of the Company may be beneficiaries of the SOT, which is the ultimate largest shareholder of Shriram Capital Limited, the Promoter of the Company.

The Members are requested to read EGM Notice along with this Corrigendum for modifications in the Explanatory Statement of the EGM Notice as mentioned above. All other contents of the EGM Notice, save and except as modified by this Corrigendum, shall remain unchanged.

The Members are requested to consider special resolutions at Item Nos. 1 & 2 and corresponding Explanatory Statement of the EGM Notice keeping in mind the above mentioned modifications.

By Order of the Board For Shriram Transport Finance Company Limited

Place: Mumbai Vivek Achwal Date: June 22, 2021 Company Secretary Membership No. : ACS 8061

CIN: L65191TN1979PLC007874 Regd. Office: Sri Towers, Plot No.14A, South Phase, Industrial Estate, Guindy, Chennai 600 032 Tel No: +91 44 4852 4666 Fax: +91 44 4852 5666 Website: www.stfc.in Email id: secretarial@stfc.in