Talbros Automotive Components Ltd. — Major Shareholding Notification 2021

Nov 15, 2021

ANUJ TALWAR

F-152, Malcha Marg, Chanakya Puri, New Delhi-110021 Tel: 0124-4002963

13.11.2021

BSE Ltd.	The National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers,	Exchange Plaza, 5 th Floor, Plot No. C/1,
Dalal street, Fort,	G Block, Bandra Kurla Complex,
Mumbai- 400 001	Bandra (East), Mumbai- 400 051
Scrip Code $-505160$	Company Code - TALBROAUTO

Sub: Prior Intimation under Regulation 10(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for proposed acquisition of shares

Dear Sir/Mam.

In compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, this prior intimation is being submitted in the prescribed format in respect of the proposed inter-se transfer of 3,75,018 equity shares by way of gift among the members of the Promoter Group of Talbros Automotive Components Limited being the Target Company in the following manner:

Inter-se transfer of shares (by way of gift) of Talbros Automotive Components Ltd. (Target Company) by Mr. Umesh Talwar (father) and Mrs. Bimpi Talwar (mother) to Mr. Anuj Talwar (son), all being members of the Promoter Group of the Target Company, of $1,87,509$ (1.52%) equity shares each, aggregating to 3,75,018 (3.04%) equity shares in the Target Company.

The shares are proposed to be acquired pursuant to the exemption provided in Regulation $10(1)(a)(i)$ , qualifying persons being immediate relatives.

There will be no change in the cumulative shareholding of the Promoters and the Promoter Group after such inter-se transfer of shares.

This is for your information and records.

Thanking You, Yours Sincerely

Anuj Talwar

Encl: As above

$Cc$ : The Company Secretary Talbros Automotive Components Ltd. 14/1, Delhi Mathura Road, Faridabad-121003, Haryana

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)	Talbros Automotive Components Limited Anuj Talwar The acquirer is a part of the Promoter Group and is the immediate relative (son) of the Transferors who are also members of the Promoter Group.
2.	Name of the acquirer(s)
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
4.	Details of the proposed acquisition Name of the person(s) from whom shares are a. to be acquired	Umesh Talwar & Bimpi Talwar
	Proposed date of acquisition b	19.11.2021
	Number of shares to be acquired from each $\mathcal{C}.$ person mentioned in 4(a) above	Umesh Talwar-1,87,509 (1.52%) Bimpi Talwar-1,87,509 (1.52%)
	Total shares to be acquired as % of share d. capital of TC	3.04%
	Price at which shares are proposed to be e. acquired	NIL. The shares are proposed to be transferred by way of gift. Hence, no consideration is involved.
	Rationale, if any, for the proposed transfer f.	Gift of shares
Relevant sub-clause of regulation 10(1)(a) under 5. which the acquirer is exempted from making open offer		Sub clause (i) immediate being Qualifying persons relatives. The Acquirer is the son of the Transferors. Also, all of them are members of the Promoter Group of the Target Company as disclosed in the shareholding pattern filed under the listing regulations or the listing agreement, as the case may be.
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.	Not applicable. Since the shares are proposed to be by way of gift, no transferred consideration is involved.
7.	If in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of Regulation 8.	Not applicable. Since the shares are proposed to be gift, way of transferred by $\mathbf{n}\mathbf{o}$ consideration is involved.
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.	Not applicable. proposed to be Since the shares are gift, of transferred by way $\mathbf{n}\mathbf{o}$ consideration is involved.

9. 10.	of	Declaration by the acquirer, that the transferor and transferee have complied / will comply with applicable disclosure requirements in Chapter V Regulations, 2011 Takeover the (corresponding provisions of the repealed Takeover Regulations 1997) Declaration by the acquirer that all the conditions specified under regulation $10(1)(a)$ with respect to exemptions has been duly complied with.	Enclosed as "Annexure 1" Enclosed as "Annexure 1"
11.	Shareholding details		Before the proposed transaction		After the proposed transaction
			No. of shares /voting rights	$\%$ w.r.t total share capital of TC	No. of shares /voting rights	$\%$ w.r.t total share capital of TC
	a	Acquirer(s) and PACs (other than sellers)(*) Anuj Talwar	Nil	Nil	3,75,018	3.04
	$\mathbf b$	Seller (s) (a) Umesh Talwar	3,75,019	3.04	1,87,510	1.52
		(b) Bimpi Talwar	3,75,018	3.04	1,87,509	1.52

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 & 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.

Anuj Talwar

Date: 13.11.2021

ANUJ TALWAR

F-152, Malcha Marg, Chanakya Puri New Delhi- 110021

Tel: 0124-4002963

Annexure-1

DECLARATION BY THE ACQUIRER

This is with respect to the proposed acquisition of shares by way of "Gift," inter-se, within the Members of the Promoter Group of the Target Company viz. Talbros Automotive Components Limited (a company incorporated under the Companies Act, 1956, having its registered office at 14/1, Mathura Road, Faridabad - 121003 Haryana) in the following manner:

Inter-se transfer of shares (by way of gift) of Talbros Automotive Components Ltd. (Target Company) by Mr. Umesh Talwar (father) and Mrs. Bimpi Talwar (mother) to Mr. Anuj Talwar (son), all being members of the Promoter Group of the Target Company, of 1,87,509 (1.52%) equity shares each, aggregating to 3,75,018 (3.04%) equity shares in the Target Company.

In this regard, the undersigned being the proposed acquirer to the proposed "Gift", hereby declare that:

• (a) 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)
• (b) all the conditions specified under regulation $10(1)(a)$ with respect to exemptions has been duly complied with.

Anuj Talwar Date: 13.11.2021