Talbros Automotive Components Ltd. — Major Shareholding Notification 2021

Sep 23, 2021

VIDUR TALWAR

D- 1/36, Vasant Vihar, New Delhi- 110057 Tel: 0124-4002963

23.09.2021

BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal street, Fort, Mumbai- 400 001	The National Stock Exchange of India Ltd. Exchange Plaza, 5 th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, 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 2,81,264 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 (by way of gift) of 2,81,264 (2.28%) shares of Talbros Automotive Components Limited (Target Company) from Mrs. Kumkum Talwar (mother) to Mr. Vidur Talwar (son), all being members of the Promoter Group of 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

Vidur 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
2.	Name of the acquirer(s)	Vidur Talwar
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	The acquirer is the part of Promoter Group and is the immediate relative (son) of the Promoter. Inter-se transfer by way of gift among the members of the Promoter Group
4.	Details of the proposed acquisition
	Name of the person(s) from whom shares are a. to be acquired	Kumkum Talwar
	Proposed date of acquisition $\mathbf{b}$ .	30.09.2021
	Number of shares to be acquired from each C. person mentioned in $4(a)$ above	2,81,264
	Total shares to be acquired as % of share d. capital of TC	2.28%
	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
5.	Relevant sub-clause of regulation $10(1)(a)$ under which the acquirer is exempted from making open offer	Sub clause (i) Qualifying persons being immediate relatives. Transferor is the mother of the acquirer. Also, both 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 of gift, transferred by way $\mathbf{n}\mathbf{o}$ 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 of transferred gift, by way n 0 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 n 0 consideration is involved.

9. 10.	Declaration by the acquirer, that the transferor and transferee have complied / will comply with applicable disclosure requirements in Chapter V Regulations, Takeover 2011 the $\sigma$ (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) $(*)$ Vidur Talwar	Nil	Nil	281264	2.28
	$\mathbf b$	Seller (s) Kumkum Talwar	562528	4.56	281264	2.28

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.

Vidur Talwar

Date: 23.09.2021

VIDUR TALWAR

D-1/36, Vasant Vihar, New Delhi-110057 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 (by way of gift) of 2,81,264 (2.28%) shares of Talbros Automotive Components Limited (Target Company) from Mrs. Kumkum Talwar (mother) to Mr. Vidur Talwar (son), all being members of the Promoter Group of 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.

$24.7$

Vidur Talwar Date: 23.09.2021