Talbros Automotive Components Ltd. — Major Shareholding Notification 2021

Sep 23, 2021

VARUN TALWAR

D-1/36, Vasant Vihar, New Delhi-110057

Tel: 0124-4002963

23.09.2021

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 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 Mr. Naresh Talwar (father) to Mr. Varun 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

Varun Talwar

Encl: As above

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

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

l.	Name of the Target Company (TC)	Talbros Automotive Components Limited
2.	Name of the acquirer(s)	Varon Talwar
-, ,) .	Whether the acquirer(s) is/ are promoters of the T C' prior to the tr 1c t ion. I 1· not, nature o f rn rc l;1tionsh ip or assuc ia tion \ ith th e TC or its pru tn uters	the part of Promoter The acquirer is 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 orooosed acauisition
	a. Name of the person(s) from whom shares are to be acquired	Naresh Talwar
	b. Prnoosed el ate of acquisiti on	30.09.2021
	Number of shares to be acquired from each C. person mentioned in 4(a) above	2,81,264
	d. Total shares to be acquired as% of share caoital of TC	2.28%
	e. Price at which shares are proposed to be acq uirl·d	NIL. The shares are proposed to be transferred by way of gift. Hence, no consideration is involved.
	Ra ti onale. i !' ;1ny. fo r th e proposed transfer I'.	Gift of shares
5.	nt sub-clause of regul Rele ation 10( 1 )(a) under va which the acquirer is exempted from making open Qualifying offer	Sub clause (i) being immediate persons relatives. Transferor is the father 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. frequentl y traded. volume weighted average 1rnirket pri ce for a pe od of 60 tradin g days ri preceding the date 01· iss uance o!' this noti ce as k e\ch;111 traded on the stoc ge '"here the maximum trading in the shares of the TC are vo lume o !' record ed durin}.!. such period.	Not applicable. Since the shares are proposed to be of transferred way gift, no by consideration is involved.
7.	If in-frequentl y 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 way gift, no by 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. Since the shares are proposed to be of transferred way gift, no by consideration is involved.

9. I 0.	of	Declaration by the acquirer, that the transferor and transferee have comp! ied I will comply with applicable disclosure requirements in Chapter V the Takeover Regulations, 2011 of (correspond ing provisions the repealed ions 1997) Takeover Regulat Declaration by Lh e acq uirer that all the conditions srecified under regul ation 10( I )(a) \,vi th respect to exemptions has been duh co rnoli ed with.	Enclosed as "Annexure 1" Enclosed as "Annexure 1"
II		Shareho lding details	Before the proposed transaction		After the proposed transaction
		-----+-----+-----+----+-----1 ~~~~·- -------------	o. 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)(*) Va run Talwar	Nil	Nil	281264	2.28
I	-1 ·- - - i b I I I	-· . - ---- . - - ---·-----t------+-----t-----+- - - Se ll er (s) Naresh Talwar	562528	4.56	281264	-~ 2.28
L _	I I	----- --------·---- _J ___ I ------		-'------'-----	___ __,_ _	,

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 etcqui rer_ the report shal I be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

VarunUkA--

Date: 23.09.2021

VARUNTALWAR

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

Annexure-1

DECLARATION BY THE ACQUIRER

This is '" ith 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 1411, Mathura Road, Faridabad - 121003 Haryana) in the following manner:

Inter-se tra11:-,fer (by 1vay of gift) of 2,81,264 (2.28%) shares of Ta/bros Automotive Components Limited (Target Company) Ji-om Mr. Naresh Ta/war (father) to Mr. Varun Ta/war (son), all being members of t!te Promoter Group of tlze Target Company.

In this rega rct the undersigned being the proposed acq uirer to the proposed "Gift" , hereby declare lhnt:

• (a) the transleror and transferee ha ve compli ed I wi ll comply with applicable disclosure requ irements in Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeove r Regulations 1997)
• (b) all the conditions specified under regulation lO(l)(a) with respect to exemptions has been duly compl ied with.

Va run Tah\ ar

Date: 23.09.2021