Quess Corp Limited — Major Shareholding Notification 2019

Dec 11, 2019

Fairbridge Capital (Mauritius) Limited

Level 1, Maeva Tower, Silicon Avenue, CyberCity, Ebène 72201, Republic of Mauritius Tel: (230) 464-3044 Fax: (230) 468-1930/ 468-1936

December 11, 2019

The General Manager -
Listing Dept.
Department of Corporate
Services,
BSE Limited,
Floor 25, PJ Towers, Dalal
Street,
Mumbai-400001.
Scrip Code: 539978

The Vice President -Listing Dept. National Stock Exchange of India Limited, "Exchange Plaza", Bandra-Kurla Complex, Bandra (E), Mumbai-400051 Scrip Symbol: QUESS

The Compliance Officer Quess Corp Limited 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru- 560103

Dear Sir/Madam,

• Disclosure under Regulation 10(6) of the Securities and Exchange Board of India Sub: (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• Ref: Composite Scheme of Arrangement and Amalgamation amongst TC Forex Services Ltd., Travel Corporation (India) Ltd., TC Travel Services Ltd., SOTC Travel Management Pvt. Ltd., Thomas Cook (India) Ltd. and Quess Corp Ltd. and their respective shareholders ("Scheme")

With reference to the captioned matter, this is to inform you that pursuant to the Scheme, we, Fairbridge Capital (Mauritius) Limited have been allotted 46,876,237 equity shares of INR 10 each by Quess Corp Ltd. on December 9, 2019. In this regard, please find attached the disclosure under Regulation 10(6) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

You are requested to take note of the same on your records.

Thanking you,

Yours faithfully,

On behalf of Fairbridge Capital (Mauritius) Limited Encl: As above

Format for 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)	Quess Corp Limited ("QCL")
2.		Name(s) of the acquirer(s)	Fairbridge Capital (Mauritius) Limited
3.		Name(s) of the Stock Exchange(s)	NSE and BSE
		where the shares of TC are Listed
4.		Details of the transaction including		Allotment of 46,876,237 Equity Shares (face value
		rationale, if any, for the transfer/	INR 10 each) of QCL on December 9, 2019
		acquisition of shares.	Scheme the Composite to pursuant of
			Arrangement and Amalgamation amongst TC
				Forex Services Ltd., Travel Corporation (India) Ltd.,
			TC Travel Services Ltd., SOTC Travel Management
			Pvt. Ltd., Thomas Cook (India) Ltd. and QCL
5.		Relevant regulation under which the	Regulation 10(1)(d)(ii)
		acquirer is exempted from making
		open offer.
6.		Whether disclosure of proposed	No, disclosures of proposed acquisitions were not
		acquisition was required to be made	required to be made under regulation 10(5).
		under regulation 10 (5) and if so,
		- whether disclosure was made and whether it was made within the
		timeline specified under the	Not Applicable ('NA')
		regulations.
		- date of filing with the stock
		exchange.	NA
$\overline{7}$		Details of acquisition	Disclosures	Whether the
			required to be	disclosures under
			made under	regulation 10(5)
			regulation 10(5)	are actually made
	a	Name of the transferor / seller	NA	NA
	b	Date of acquisition	NA	NA
	$\mathsf C$	Number of shares/ voting rights	NA	NA
		in respect of the acquisitions
		from each person mentioned in
		7(a) above
	d	Total shares proposed to be	NA	NA
		acquired / actually acquired as a
		% of diluted share capital of TC
	e	Price at which shares are	NA	ΝΑ
		proposed to be acquired /
		actually acquired

Capital (Martin) $e_{4*}p_0$

8	Shareholding details			Pre-Transaction		Post-Transaction
				No. of	% w.r.t	No. of	% w.r.t
				shares	total	shares	total
				held	share	held	share
					capital of		capital
					TC		of
							TC
	a	Each Acquirer/ Transferee
		Fairbridge Capital	(Mauritius)	Nil	Nil	46,876,237	31.78%
		Limited
	b	Each Seller/Transferor		ΝA	NA	ΝA	NA

Yours sincerely,

$\tilde{\alpha}$

Beital (Maurice) age Seal r $\sigma$ f $Q_{1/e}$ Amy Tan Sales Book Director On behalf of Fairbridge Capital (Mauritius) Limited

Place: Mauritius Date: December 11, 2019