Talbros Automotive Components Ltd. — Major Shareholding Notification 2021

Aug 10, 2021

KUMKUM TALWAR

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

Tel: 0124-4002963

10.08.2021

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 47,500 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 47,500 (0.38%) shares of Talbros Automotive Components Limited (Target Company) from Mr. Virat Talwar and Mr. Jai Vir Talwar to Mrs. Kumkum Talwar, 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 $10(1)(a)(iv)$ qualifying persons acting in concert for not less than three years prior to the proposed acquisition, and disclosed as such pursuant to filings under the listing regulations or as the case may be, the listing agreement.

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

Kuntuni

Kumkum 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)	Kumkum Talwar
3. 4.	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 Details of the proposed acquisition Name of the person(s) from whom shares are a. to be acquired	Yes Inter-se transfer by way of gift among the members of the Promoter Group Virat Talwar and Jai Vir Talwar
	Proposed date of acquisition $b$ Number of shares to be acquired from each c. person mentioned in 4(a) above Total shares to be acquired as % of share d.	17.08.2021 Virat Talwar: 23,750 Jai Vir Talwar: 23,750 0.38%
	capital of TC Price at which shares are proposed to be e. acquired Rationale, if any, for the proposed transfer f.	NIL. The shares are proposed to be transferred by way of gift. Hence, no consideration is involved. Gift of shares
5.	Relevant sub-clause of regulation $10(1)(a)$ under which the acquirer is exempted from making open offer	Sub clause (iv) persons acting in concert for not less than three years prior to the proposed disclosed such acquisition, and as pursuant to filings under the listing regulations or as the case may be, the listing agreement.
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 transferred by of way gift, $\mathbf{n}\mathbf{o}$ 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 transferred by way of gift, n0 consideration is involved.
8. 9.	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. Declaration by the acquirer, that the transferor	Not applicable. Since the shares are proposed to be of transferred gift, by way $\bf n$ o consideration is involved. Enclosed as "Annexure 1"
	and transferee have complied / will comply with applicable disclosure requirements in Chapter V 2011 Takeover Regulations, of the (corresponding provisions of the repealed Takeover Regulations 1997)

10.		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"
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)(*) Kumkum Talwar	515028	4.17	562528	4.56
	$\mathbf b$	Seller $(s)$ Virat Talwar Jai Vir Talwar	23750 23750	0.19 0.19	0 $\bf{0}$	$\bf{0}$

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.

Kuntum blues Kumkum Talwar

Date: 10.08.2021 Place: New Delhi

KUMKUM 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 47,500 (0.38%) shares of Talbros Automotive Components Limited (Target Company) from Mr. Virat Talwar and Mr. Jai Vir Talwar, to Mrs. Kumkum Talwar, 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.

Kuntum blues

Kumkum Talwar

Date: 10.08.2021 Place: New Delhi