India Nippon Electricals : Disclosure under SEBI Takeover Regulations

SB TVS INDUSTRIAL VENTURES PRIVATE LIMITED

OLD NO. 6, NEW NO. NO.11, PATULLOS ROAD, CHENNAI 600 002.

CIN:U30007TN1997PTC038151

	Date: 12th January, 2022
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza,
Dalal Street,	Bandra-Kurla-Complex, Bandra (East)
Mumbai - 400 001, India.	Mumbai - 400 051, India.
Email: [e-mail]	Email: [e-mail]
Dear Sir/ Madam,

Subject: Disclosure under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations").

India Nippon Electricals Limited ("Target Company") is a public listed company. Lucas Indian Service Limited ("LIS") is a Promoter entity of the Target Company and presently holds 10,377,332 equity shares of the Target Company, representing 45.87% of the paid up equity share capital of the Target Company.

This is to inform you that the Hon'ble National Company Law Tribunal, Chennai bench, vide its order dated 6th December 2021, approved the composite scheme of amalgamation and arrangement (demerger) inter alia amongst T V Sundram Iyengar & Sons Private Limited ("TVSS"), Sundaram Industries Private Limited ("SIPL"), Southern Roadways Private Limited ("SRPL") and SB TVS Industrial Ventures Private Limited (formerly known as SB Industrial Ventures Private Limited) ("SBTIVPL") ("Composite Scheme") in accordance with Sections 230 to 232 and other applicable provisions under the Companies Act, 2013 and rules made thereunder and other applicable laws. The Composite Scheme was made effective on 6th January 2022 ("Effective Date").

As per the Composite Scheme, on the Effective Date (which is also the first appointed date), inter alia SIPL and SRPL have amalgamated with TVSS and have been dissolved without the process of winding up. As a result of this, the shareholding of SIPL and SRPL in Lucas TVS Limited ("LTVS") aggregating 3,61,792 equity shares (representing 30.45% of LTVS's paid up equity share capital) consisting of (i) 2,70,425 equity shares (representing 22.76% of LTVS's paid up equity share capital) held by SIPL and (ii) 91,367 equity shares (representing 7.69% of LTVS's paid up equity share capital) held by SRPL, has been vested in/ transferred to TVSS. This has resulted in the increase of the direct shareholding of TVSS in LTVS from 2,67,984 equity shares (representing 22.56% of LTVS's paid up equity share capital) to 6,29,776 equity shares (representing 53.01% of LTVS's paid up equity share capital and TVSS being able to exercise sole control over LTVS. LTVS holds 100% of the equity shares in LIS, which, in turn, holds 45.87% of the equity shares in the Target Company. Therefore, pursuant to this, TVSS has indirectly acquired 45.87% of the voting rights in the Target Company i.e., the voting rights associated with the shareholding of LIS in the Target Company. In this regard, please note that no equity shares of the Target Company have been transferred directly.

As a subsequent step to the above, in terms of the Composite Scheme, after 18 business days from the First Appointed Date, i.e., on 4th February 2022 ("Second Appointed Date"), the Lucas TVS Automotive Electrical business undertaking of TVSS (which includes equity shares of LTVS held by TVSS, LIS (held through LTVS) and the Target Company (held through LIS)) shall be demerged from TVSS to SBTIVPL. Therefore, after the Second Appointed Date, 53.01% shareholding of TVSS in LTVS shall vest in/ be transferred to SBTIVPL and because of this, SBTIVPL will indirectly acquire 45.87% of the voting rights in the Target Company i.e., the voting rights associated to the shareholding of LIS in the

SB TVS INDUSTRIAL VENTURES PRIVATE LIMITED

OLD NO. 6, NEW NO. NO.11, PATULLOS ROAD, CHENNAI 600 002.

CIN:U30007TN1997PTC038151

Target Company. In this regard, please note that no equity shares of the Target Company shall be transferred directly.

It is clarified that, as on the First Appointed Date, SBTIVPL does not exercise any voting rights of LTVS or LIS, directly or indirectly, and the voting rights associated to the shareholding of LIS in the Target Company. The entitlement to exercise such voting rights by SBTIVPL will commence on and only from the Second Appointed Date, as set out in the Composite Scheme, such Second Appointed Date being 4th February 2022.

Please find enclosed the requisite disclosure under Regulation 10(6) of the Takeover Regulations for your records.

Yours faithfully,

For and on behalf of SB TVS Industrial Ventures Private Limited (formerly known as SB Industrial Ventures Private Limited)

Digitally signed by Balaji T K

DN: c=IN, o=Personal, title=5718,

Balaji T K pseudonym=a97a5ab09e69a416f6aab74fc93caf3890 3d82f1, 2.5.4.20=d813a8a3a2227b148aae64dee1372acd794c 1a00c4b322918d3445a5cd517d09, postalCode=600028, st=Tamil Nadu, serialNumber=162489c47b9e72b00042ec2d3b6edd4f 641311757ecf44825ef74b7f307f2fbe, cn=Balaji T K

Date: 2022.01.12 10:55:34 +05'30'

_____________________________

Authorised Signatory

Name: T K Balaji

Designation: Director

Date: 12th January, 2022

Place: Chennai

SB TVS INDUSTRIAL VENTURES PRIVATE LIMITED

OLD NO. 6, NEW NO. NO.11, PATULLOS ROAD, CHENNAI 600 002.

CIN:U30007TN1997PTC038151

Disclosure under Regulation 10(6) - Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

1.	Name of the Target Company (TC)	India Nippon Electricals Limited ("Target Company"/
		"TC")
2.	Name of the acquirer(s)	SB TVS Industrial Ventures Private Limited (formerly
		known as	SB Industrial Ventures	Private	Limited)
		("SBTIVPL")
3.	Name of the stock exchange where	BSE Limited and National Stock Exchange of India
	shares of the TC are listed	Limited.
4.	Details of the transaction including rationale,	Pursuant to the composite scheme of amalgamation and
	if any, for the transfer/ acquisition of shares.	arrangement (demerger) inter alia amongst the
		Acquirer,	Sundaram	Industries	Private	Limited
		("SIPL"),	Southern	Roadways	Private	Limited
		("SRPL") and SB TVS Industrial Ventures Private
		Limited (formerly known as SB Industrial Ventures
		Private	Limited)	("SBTIVPL")	("Composite
		Scheme"), on the Effective Date (which is also the first
		appointed date), inter alia SIPL and SRPL have
		amalgamated with TVSS and have been dissolved
		without the process of winding up. As a result of this,
		the shareholding of SIPL and SRPL in Lucas TVS
		Limited ("LTVS") aggregating 3,61,792 equity shares
		(representing 30.45% of LTVS's paid up equity share
		capital) consisting of (i) 2,70,425 equity shares
		(representing 22.76% of LTVS's paid up equity share
		capital) held by SIPL and (ii) 91,367 equity shares
		(representing 7.69% of LTVS's paid up equity share
		capital) held by SRPL, has been vested in/ transferred to
		TVSS. This has resulted in the increase of the direct
		shareholding of TVSS in LTVS from 2,67,984 equity
		shares (representing 22.56% of LTVS's paid up equity
		share capital) to 6,29,776 equity shares (representing
		53.01% of LTVS's paid up equity share capital and
		TVSS being able to exercise sole control over LTVS.
		LTVS holds 100% of the equity shares in LIS, which, in
		turn, holds 45.87% of the equity shares in the Target
		Company.
		As a subsequent step to the above, in terms of the
		Composite Scheme, after 18 business days from the
		First Appointed Date,	i.e., on	4th	February 2022
		("Second Appointed Date"), the Lucas TVS
		Automotive Electrical business undertaking of TVSS
		(which includes equity shares of LTVS held by TVSS,
		LIS (held through LTVS) and the Target Company
		(held through LIS)) shall be demerged from TVSS to

SB TVS INDUSTRIAL VENTURES PRIVATE LIMITED

OLD NO. 6, NEW NO. NO.11, PATULLOS ROAD, CHENNAI 600 002.

CIN:U30007TN1997PTC038151

							SBTIVPL. Therefore, after the Second Appointed Date,
							53.01% shareholding of TVSS in LTVS shall vest in/ be
							transferred to SBTIVPL and because of this, SBTIVPL
							will indirectly acquire 45.87% of the voting rights in the
							Target Company i.e., the voting rights associated to the
							shareholding of LIS in the Target Company. In this
							regard, please note that no equity shares of the Target
							Company shall be transferred directly.
							It is clarified that, as on the First Appointed Date,
							SBTIVPL does not exercise any voting rights of LTVS
							or LIS, directly or indirectly, and the voting rights
							associated to the shareholding of LIS in the Target
							Company. The entitlement to exercise such voting
							rights by SBTIVPL will commence on and only from
							the Second Appointed Date, as set out in the Composite
							Scheme, such Second Appointed Date being 4th
							February 2022.
							The Composite Scheme was approved by the Hon'ble
							National Company Law Tribunal, Chennai bench, vide
							its order dated 6th December, 2021 and the Composite
							Scheme was made effective on 6th January, 2022
							("Effective Date"). The Composite Scheme is part of
							the family arrangement.
5.	Relevant regulation	under	which	the	Regulation 10(1)(d)(iii) of the Takeover Regulations.
	acquirer is exempted from making open
	offer.
6.	Whether disclosure of proposed acquisition	Not applicable.
	was required to be made under regulation
	10 (5) and if so,
	-	whether disclosure was made and
		whether it was made within	the
		timeline	specified	under	the
		regulations.
	-	date of filing with the stockexchange.
7.	Details of acquisition				Disclosures required to be	Whether the disclosures
							made under	underregulation 10(5) are
							regulation 10(5)	actually made
	a.	Name of the transferor/ seller		Not applicable	Not applicable
	b.	Date of acquisition			Not applicable	Not applicable
	c.	Number of shares/ voting rights in	Not applicable	Not applicable
		respect of	the	acquisitions	from
		each person mentioned in 7(a) above
	d.	Total shares proposed to be acquired /	Not applicable	Not applicable
		actually acquired as a %	of
		diluted share capital of TC
	e.	Price at which shares are proposed	Not applicable	Not applicable
		to be acquired/ actually acquired

SB TVS INDUSTRIAL VENTURES PRIVATE LIMITED

OLD NO. 6, NEW NO. NO.11, PATULLOS ROAD, CHENNAI 600 002.

CIN:U30007TN1997PTC038151

8.	Shareholding details	Pre-Transaction	Post-Transaction
			No. of shares	% w.r.t	No. of shares	% w.r.t
			held	total	held	total
				share		share
				capital of		capital of
				TC		TC
	a	Each Acquirer/ Transferee
	(i)	SBTIVPL	Nil	Nil	Nil	Nil
	(ii)	LIS (1)	10,377,332	45.87%	10,377,332	45.87%
	b	Each Seller/ Transferor
	(i)	TVSS	Nil	Nil	Nil	Nil

Note:

1. LIS is a Promoter entity of the Target Company. Please refer to point 4 in the table hereinabove for details of the transaction.

For and on behalf of SB TVS Industrial Ventures Private Limited (formerly known as SB Industrial Ventures Private Limited)

Digitally signed by Balaji T K

DN: c=IN, o=Personal, title=5718,

Balaji T Kpseudonym=a97a5ab09e69a416f6aab74fc93caf38903 d82f1, 2.5.4.20=d813a8a3a2227b148aae64dee1372acd794c1 a00c4b322918d3445a5cd517d09, postalCode=600028, st=Tamil Nadu, serialNumber=162489c47b9e72b00042ec2d3b6edd4f 641311757ecf44825ef74b7f307f2fbe, cn=Balaji T K Date: 2022.01.12 10:56:22 +05'30'

Authorised Signatory

Name: T K Balaji

Designation: Director

Date: 12th January, 2022

Place: Chennai