India Nippon Electricals Ltd — Major Shareholding Notification 2019

Dec 27, 2019

Corporate & Registered Office : MAHLE Holding (India) Private Ltd. 2nd Floor, One Elpro Park, Elpro Compound, CTS NUMBER 4270, Chinchwad, Pune 411033 Phone: +91 20 66312600 www.mahle.com CIN No. U65900PN2009FTC184381

Date: 27.12.2019

To,
Listing Department	Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Dalal St, Kala	Exchange Plaza Block G, C 1, Bandra East, Mumbai,
Ghoda, Fort, Mumbai, Maharashtra 400001	Maharashtra 400051
Scrip Code: 532240	Trading Symbol: INDNIPPON
Company Secretary and Compliance Officer
India Nippon Electricals Limited
No. 11 & 13, (Old No. 6 & 7) Patullos Road,
Chennai - 600002

Dear Sir,

Ref: Disclosure pursuant to Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011.

Please find attached herewith the disclosure under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, for acquiring 30,00,000 equity shares (constituting 13.261% of the total paid up capital) of India Nippon Electricals Limited held by MAHLE Electric Drives Japan Corporation in reliance upon exemption provided pursuant to Regulation 10(1)(a)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011.

The intimation under Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011 has already been filed with BSE Limited and National Stock Exchange of India Limited on December 17, 2019.

Kindly request you to update the same in your record.

Thanking You,

Yours Faithfully,

Fror MAHLEHOLding (Maria) Private timited

$727140099$

Authorized SignatoriesMukesh Kumar Somani Authorised Signatory

Disclosures under Regulation 10(6)

Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	India Nippon Electricals Limited
2.	Name of the acquirer(s)	MAHLE Holding (India) Private Limited
3.	Name of the stock exchange where shares of theTC are listed	BSE LimitedNational Stock Exchange of India Limited
4.	Details of the transaction including rationale, ifany, for the transfer/acquisition of shares.	Acquisition of 30,00,000 equity shares (constituting13.261% of the total paid up capital) of IndiaNippon Electricals Limited held by MAHLE ElectricDrives Japan Corporation.Rationale for the transaction is re-alignment ofgroup structure
5.	Relevant regulation under which the acquirer isexempted from making open offer.	Regulation 10(1)(a)(iii) of the SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations,2011
6.	Whether disclosure of proposed acquisition wasrequired to be made under regulation 10 (5) and ifSO,L,Whether disclosure was made and whether itwas made within the timeline specified underthe regulations.Date of filing with the stock exchange	Yes. Disclosure was made under regulation 10(5)within the timeline specified under the regulations.December 17, 2019
7.	Details of acquisition	Disclosures made /Actualrequired to be madeunderregulation 10(5)
	Name of the transferor / sellerа.	MAHLEElectricDrivesJapan Corporation	ElectricMAHLEDrivesJapanCorporation
	b. Date of acquisition	Any time after 4 workingdays from the date ofintimation underregulation 10(5), i.e. on orafter December 24, 2019	December 24, 2019
	Number of shares/ voting rights in respectC.of the acquisitions from each personmentioned in 7(a) above	Up to 34,28,570 equityshares	30,00,000equityshares
	d. Total shares proposed to be acquired /actually acquired as a % of diluted sharecapital of TC	Up to 15.156%	13.261%
	Price at which shares are proposed to beе.acquired / actually acquired	At themarket priceprevailing on the date ofacquisition subject toprovisoof Regulation10(1)(a)oftheSEBI(Substantial Acquisition ofShares and Takeovers)Regulations, 2011	INR 300.00

Kost

8.	Shareholding details (*)	Pre-Transaction (**)		Post-Transaction (**)
		No. ofshares held	% w.r.t. tototal sharecapital ofТC	No. ofsharesheld	% w.r.t.to totalsharecapital ofТC
	Each Acquirer / Transferee$\frac{1}{2}$		$0.00%$	30,00,000	13.261%
	Each Seller / Transferor	46.41.000	20.52%	16,41,000	7.254%

For MAALLE HOOHIDE (Hodia) Buy Limited

Roof Dopply

Mukesh Kumant Somend Signatories Authorised Signatory

Date: 27.12.2019 Place: Pune

Note:

• $(*)$ MAHLE Electric Drives Japan Corporation (Seller) and Lucas Indian Service Ltd are co-promoters of the Target Company and persons acting in concert (PAC as per deeming provision under Regulation 2 (1) (q) (2) (iv) of the SEBI (SAST) Regulations, 2011). Prior to the acquisition, MAHLE Electric Drives Japan Corporation and Lucas Indian Service Ltd hold 20.52% and 45.87% of the shares of the Target Company respectively, and collectively hold 66.39% of the shares of the Target Company.
• $(***)$ Pursuant to the acquisition, MAHLE Electric Drives Japan Corporation along with its group company MAHLE Holding (India) Private Limited ("Mahle Group") holds 20.52% of the shares of the Target Company. Lucas Indian Service Ltd continues to hold 45.87% of the shares of the Target Company. Mahle Group and Lucas Indian Service Ltd collectively hold 66.39% of the shares of the Target Company.

Pursuant to the deed of adherence (executed on 17th December, 2019) to the existing joint venture agreement dated 24th August, 1985, post the acquisition, MAHLE Holding (India) Private Limited and MAHLE Electric Drives Japan Corporation have jointly authorized MAHLE Electric Drives Japan Corporation to exercise the shareholder rights on behalf of MAHLE Holding (India) Private Limited, including in respect to the management/governance rights in the Target Company as well as other rights under certain specified clauses under the joint venture agreement.