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Bosch Ltd Major Shareholding Notification 2021

Feb 18, 2021

61019_rns_2021-02-18_2711e3e1-be41-4046-b713-976a7cfdc559.pdf

Major Shareholding Notification

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Robert Bosch Internationale Beteiligungen AG

Robert Bosch Internationale Beteiligungen AG Luterbachstrasse 10 4528 Zuchwil Telefon (+41) 32 686-3010

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai - 400 001

Email ID: [email protected]

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G Bandra-Kurla Complex Bandra (E) Mumbai - 400 051 Email ID: [email protected]

Dear Sirs,

  1. February 2021

Sub: Disclosure in terms of Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations"):

Bosch Limited (Target Company) is a Public Listed Company.

We hereby inform the Stock Exchanges that Robert Bosch Internationale Beteiligungen AG (a wholly-owned subsidiary of Robert Bosch GmbH, who is the Promoter of the Target Company) proposes to acquire 67.76% of equity shares of the Target Company from Robert Bosch GmbH (Seller).

Enclosed is the requisite disclosure under Regulation 10(5) of the Takeover Regulations.

Kindly acknowledge the receipt.

For Robert Bosch Internationale Beteiligungen AG

Benjamin Jäggi Director Zuchwil, February 18th 2021

Axel Merklin Legal representative Zuchwil, February 18th 2021

  1. February 2021 Seite 2 von 4

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1. Name of the Target Company (TC) Bosch Limited (Target Company)
2. Name of the acquirer(s) Robert Bosch Internationale Beteiligungen AG
(Acquirer)
3. Whether the acquirer(s) is/ are promoters of
the TC prior to the transaction. If not, nature
of relationship or association with the TC or
its promoters
Acquirer, being a wholly-owned subsidiary of
Robert Bosch GmbH, is deemed to be a
member of the promoter of the Target
Company. Pursuant to the transaction, the
Acquirer will be disclosed as a Promoter of the
Target Company.
4. Details of the proposed acquisition:
a. Name of the person(s) from whom shares
are to be acquired
Robert Bosch GmbH (Seller)
b. Proposed date of acquisition On or after February 24, 2021
C. Number of shares to be acquired from each
person mentioned in 4(a) above
19,984,324 equity shares
d. Total shares to be acquired as % of share
capital of TC
67.76%
e. Price at which shares are proposed to be
acquired
The price shall be determined as per the
applicable law in relation to a transfer of shares
through the block deal mechanism, including,
limitation, Takeover
Regulations,
without
SEBI's circular dated 26 October 2017 with
reference number CIR/MRD/DP/118/2017 and
the rules and regulations of the relevant Stock
Exchanges, as applicable.
f. Rationale, if any, for the proposed transfer The transaction is proposed on account of
Group Internal reorganisation for Strategic
reasons
5. Relevant sub-clause of regulation 10(1)(a)
under which the acquirer is exempted from
making open offer
Regulation 10 (1)(a)(iii)

Robert Bosch Internationale Beteiligungen AG

  1. February 2021 Seite 3 von 4
6. If, frequently traded, volume weighted
average market price for a period of 60
trading days preceding the date of issuance
of this notice as traded on the stock
exchange where the maximum volume of
trading in the shares of the TC are recorded
during such period.
INR 13,880.24
7. If in-frequently traded, the price as
determined in terms of clause (e) of sub-
regulation (2) of regulation 8.
Not Applicable
8. Declaration by the acquirer, that the
acquisition price would not be higher by
more than 25% of the price computed in
point 6 or point 7 as applicable.
We hereby declare that the acquisition price
would not be higher by more than 25% of the
price computed in point 6
9. Declaration by the acquirer, that
i.
the transferor and transferee
have complied / will comply with
applicable disclosure
requirements in Chapter V of
the Takeover Regulations, 2011
(corresponding provisions of the
repealed Takeover Regulations
1997)
ii.
The aforesaid disclosures made
during the previous 3 years prior
to the date of proposed
acquisition to be furnished
hereby
declare
that
i.
the
We
transferor and the transferee have
will
comply
with
complied
$\sqrt{2}$
applicable disclosure requirements
in Chapter V of the Takeover
Regulations, 2011 (corresponding
provisions of the repealed Takeover
Regulations 1997)
ii.
The details are provided as an
Annexure and the copies of such
disclosures are enclosed
10. Declaration by the acquirer that all the
conditions specified under regulation
$10(1)(a)$ with respect to exemptions has
been duly complied with
We hereby declare that all the conditions
specified under regulation $10(1)(a)$ with respect
to exemptions has been duly complied with
11. Shareholding details After the proposed
Before the proposed
transaction
transaction
No. of
No. of
% w.r.t
% w.r.t
shares total shares total
/voting share /voting share
rights capital
of TC
rights capital
of TC
a. Acquirer(s) and PACs (other than sellers)(*)
Acquirer Nil Nil 19,984,324 67.76
Robert Bosch Engineering & Business
Solutions Pvt. Ltd.
820,900 2.78 820,900 2.78
b. Seller 19,984,324 67.76 Nil Nil
Total (a+b) 20,805,224 70.54 20,805,224 70.54

  1. February 2021 Seite 4 von 4

Note:

  • (*) Shareholding of each entity may be shown separately and then collectively in a group.
  • The above disclosure shall be signed by the acquirer mentioning date & $\mathcal{L}_{\mathcal{A}}$ place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

For Robert Bosch Internationale Beteiligungen AG

Benjamin Jäggi Director Zuchwil, February 18th 2021

$\alpha$ .

Axel Merklin Legal representative Zuchwil, February 18th 2021

The Manager (Listing) BSE LTD Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

The Manager - Listing National Stock Exchange of India Ltd. Regd. Office: "Exchange Plaza", Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051

Disclosures of shareholding under Regulation 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, as of 31st March 2018.

Dear Sir,

Part A - Details of Shareholding

Details of Stratenorality
1. Name of the Target Company (TC) Bosch Limited
2. Name(s) of the Stock Exchange(s) where the 1. BSE Limited (Scrip code:500530)
shares of TC are listed 2. National Stock Exchange Limited (Scrip code: BOSCHLTD)
3. Particulars of the shareholder(s):
a. Name of person(s) together with Persons
Acting in Concert (PAC) whose total holding
(including that in the form of shares, warrants,
convertible securities and any other instrument
that would entitle the holder to receive shares
in the TC) is more than 25% of the voting rights
of the TC.
(Or)
b. Name(s) of promoter(s), member of the 1. Robert Bosch GmbH, Germany.
promoter group and PAC with him. 2. Robert Bosch Engineering and Business Solutions Private
Limited
4. Particulars of the shareholding of person(s) Number of % w.r.t. total % of total diluted
mentioned at (3) above. shares share/voting
capital wherever
share/voting capital
of TC $(*)$
applicable
As of March 31 st of the year 2018, holding of:
a) Shares
1. 2, 10, 58, 705 69.00 69.00
2.
4,54,000
1.49 1.49
Voting Rights (otherwise than by shares)
b)
Warrants,
$\mathsf{C}$
Convertible Securities
$\mathbf{d}$
Any other instrument that would entitle the
$\epsilon$
holder to receive shares in the TC.
Total 2, 15, 12, 705 70.49 70.49

Cont ... 2.

Part B **

Name of the Target Company: Bosch Limited

Name(s) of the person and persons
Acting in Concert (PAC) with the
Promoter/promoter group Whether the person belongs PAN of the person and PACs
Person
Robert Bosch Gmbh Promoter AADCR1702Q
Robert Bosch Engineering and Business Member of Promoter AAACR7108R
Solutions Private Limited Group

Thanking you,
Yours faithfully,

Robert Bosch GmbH Di Urich Zeller flipp-Grieninger

Place: Germany Date: 03.04.2018

[(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/ warrants into equity shares of the TC].

[(**) Part -B shall be disclosed to the Stock Exchanges but shall not be disseminated.

The Manager (Listing) BSELTD Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

The Manager – Listing
National Stock Exchange of India Ltd.
Regd. Office: "Exchange Plaza",
Bandra – Kurla Complex, Bandra (East), Mumbai - 400 051

Disclosures of shareholding under Regulation 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, as of 31st March 2019.

Dear Sir,

Part A - Details of Shareholding

1. Name of the Target Company (TC) Bosch Limited
2. Name(s) of the Stock Exchange(s) where the 1. BSE Limited (Scrip code:500530)
shares of TC are listed 2. National Stock Exchange Limited (Scrip code: BOSCHLTD)
3. Particulars of the shareholder(s):
a. Name of person(s) together with Persons
Acting in Concert (PAC) whose total holding
(including that in the form of shares, warrants,
convertible securities and any other instrument
that would entitle the holder to receive shares
in the TC) is more than 25% of the voting rights
of the TC.
(Or)
b. Name(s) of promoter(s), member of the 1. Robert Bosch GmbH, Germany.
promoter group and PAC with him. 2. Robert Bosch Engineering and Business Solutions Private
Limited
4. Particulars of the shareholding of person(s) Number of % w.r.t. total % of total diluted
mentioned at (3) above. shares share/voting share/voting capital
capital wherever of TC $(*)$
applicable
As of March 31 st of the year 2019, holding of:
a) Shares
1. 2,03,51,224 69.00 69.00
2.
4,54,000
1.54 1.54
b)
Voting Rights (otherwise than by shares)
Warrants,
C)
Convertible Securities
d)
Any other instrument that would entitle the
e)
holder to receive shares in the TC.
Total
2,08,05,224 70.54 70.54

Cont ... 2.

$-2-$

Part B **

Name of the Target Company: Bosch Limited

Name(s) of the person and persons
Acting in Concert (PAC) with the
Promoter/promoter group Whether the person belongs PAN of the person and PACs
Person
Robert Bosch Gmbh Promoter AADCR1702Q
Robert Bosch Engineering and Business Member of Promoter AAACR7108R
Solutions Private Limited Group

Thanking you, Yours faithfully,

Robert Bosch GmbH

Markus Lepschy

Place: Germany Date: 03.04.2019

Ulrich Zeller

[(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/ warrants into equity shares of the TC].

[(**) Part -B shall be disclosed to the Stock Exchanges but shall not be disseminated.

The Manager (Listing) BSELTD Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

The Manager - Listing National Stock Exchange of India Ltd. Regd. Office: "Exchange Plaza", Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051

Dear Sir,

Disclosures of shareholding under Regulation 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, as of 31st March 2020.

Part A - Details of Shareholding

1. Name of the Target Company (TC) Bosch Limited
2. Name(s) of the Stock Exchange(s) where the 1. BSE Limited (Scrip code: 500530)
shares of TC are listed 2. National Stock Exchange Limited (Scrip code: BOSCHLTD)
3. Particulars of the shareholder(s):
a. Name of person(s) together with Persons
Acting in Concert (PAC) whose total holding
(including that in the form of shares, warrants,
convertible securities and any other instrument
that would entitle the holder to receive shares
in the TC) is more than 25% of the voting rights
of the TC.
(Or)
b. Name(s) of promoter(s), member of the 1. Robert Bosch GmbH, Germany.
promoter group and PAC with him. 2. Robert Bosch Engineering and Business Solutions Private
Limited
4. Particulars of the shareholding of person(s) Number of % w.r.t. total % of total diluted
mentioned at (3) above. shares share/voting share/voting capital
capital wherever of TC $(*)$
applicable
As of March 31 st of the year 2020, holding of:
a) Shares
1. 1,99,84,324 67.76 67.76
2.
8,20,900
2.78 2.78
Voting Rights (otherwise than by shares)
b)
Warrants,
c)
Convertible Securities
d)
Any other instrument that would entitle the
e)
holder to receive shares in the TC.
Total 2.08.05.224 70.54 70.54

$-2-$

Part B**

Name of the Target Company: Bosch Limited
Name(s) of the person and persons
Acting in Concert (PAC) with the
Person
Promoter/promoter group Whether the person belongs PAN of the person and PACs
Robert Bosch GmbH Promoter AADCR1702Q
Robert Bosch Engineering and Business
Solutions Private Limited
Member of Promoter
Group
AAACR7108R

Thanking you, Yours faithfully,

Robert Bosch GmbH

Vame: von Tirpitz

Place: Germany
Date: 29.04.2020

que Kress

[(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/ warrants into equity shares of the TC].

[(**) Part -B shall be disclosed to the Stock Exchanges but shall not be disseminated.