Andhra Cement Ltd. — Capital/Financing Update 2024

Feb 26, 2024

Subsidiary of SAGAR CEMENTS LIMITED ANDHRA CEMENTS LIMITED .f � it--tij

. �ANDHR i-- Subsid	CEMENTS LIMITED iary of SAGAR CEMENTS LIMITED
Ref. ACL.SE:2024	26thFebruary, 2024
The Manager	The Manager
Listing Department	Listing Department
National Stock Exchange of India Ltd	BSE Limited
Exchange Plaza, C-1, G-Block	25thFloor, New Trading Ring,
Bandra-Kurla Complex, Bandra {E),	P J Towers, Dalal Street, Fort
Mumbai - 400051	Mumbai -400 001
NSE Symbol: ACL	BSE Scrip Code - 532141

Subject: Proposed sale of certain equity shares of the face value of� 10/- each ("Equity Shares") of Andhra Cements Limited ("Company") held by M/s Sagar Cements Limited ("Seller"), Promoter of the Company in the open market for achieving minimum public shareholding ("Sale").

Dear Sir/Madam,

In accordance with the requirement of Rule 19(2){b) and 19{A) of Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 3, 2023 {"Circular'') in connection with manner of achieving minimum public shareholding, we provide herewith the following details with respect to the intention of M/s Sagar Cements Limited, Promoter of the Company for sale of Equity Shares of the Company, as per the following details:

S.No.	Details of the events to beprovided	Pariculars
1	Intention of the Promoter{s)/Promoter Group to sell and the purpose of sale	M/s Sagar Cements Limited,Promoter of the Company has conveyed to us its intention to sell the Equity Shares to enable us to comply with the requirements of minimum public shareholding.
2	Details of Promoter{s)/Promoter Group, whopropose to divest their shareholding	M/s Sagar Cements Limited, Promoter of the Companyproposes todivest part of their shareholding in the Company.
3	Total number of shares and percentage ofshareholdingproposedtobe divested	Up to 5% of thetotal paid up equity share capital of the Company aggregating to 46,08,607 equity shares.
4	Periodwithinwhichtheentire divestment process will be completed {"Period")	PeriodbeginningfromFebruary27,2024 onwards till February 28, 2024 or the actual date of completion of sale of all Equity Shares, in a single or multiple trenches, as mentioned in Sr. No. 3,whichever is earlier

The aggregate Promoter shareholding as on February 26, 2024 is 95% of the total paid-up equity share capital of the Company. Post completion of the aforesaid sale, the aggregate Promoter shareholding in the Company would be reduced to 90% of the total paid-up equity share capital of the Company.

�

• Phone: +91 8649-257441 I 42 I Fax: +91 8649-257428 Regd. Office & Works : Durga Cement Works, Durgapuram, Srinagar Post, Dachepalli Mand al, Palnadu District, AP _ 522414

Corporate Office : Plot No. I 11, Road No. I O,Jubilee Hills, Hyderabad - 500033,Telangana, India.

Vi zag Unit: Visakha Cement Works, Parlupalem Village, Durganagar Post, Visakhapatnam . 530029, AP. Phone : +91-40-23351571, 23356572 Fax: +91-40-23356573

Website: www.andhracements.com I E-mail: investorcell@andhracemencs.com I CIN: L26942APl936PLC002379 I GSTIN: 37 AABCA9263D2ZQ .

�,� ANDHRA CEMENTS LIMITED Subsidiary of SAGAR CEMENTS LIMITED it ♦ ti

Undertaking received from the Promoter of the Company pursuant to the above mentioned Circular is enclosed herewith as Annexure - 1.

We would request you to kindly take the above information on record.

Thanking You

Yours faithfully

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For ANDHRA CEMENTS LT

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G. TIRUPATI RAO COMPANY SECRETARY M. No. FCS 2818

Encl: As above

Regd. Office & Works : Durga Cement Works, Durgapuram, Srinagar Post, Dachepalli Mandal, Palnadu District, AP - 522414. Phone: +91 8649-257441 / 42 I Fax: +91 8649-257428 Vi zag Unit: Visakha Cement Works, Parlupalem Village, Durganagar Post, Visakhapatnam - 530029, AP. Corporate Office: Plot No. I I I, Road No.10,Jubilee Hills, Hyderabad - 500033,Telangana, India. Phone : +91-40-23351571, 23356572 Fax : +91-40-23356573

Website: www.andhracements.com I E-mail: investorcell@andhracements.com I CIN: L26942APl936PLC002379 I GSTIN: 37 MBCA9263D2ZQ

Annexure 1

February 26, 2024

THIS NOTICE (AS DEFINED HEREIN) IS NOT FOR RELEASE, PUBLICATION AND/OR DISTRIBUTION IN AND/OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA, OR THE DISTRICT OF COLUMBIA (TOGETHER, THE "UNITED STATES") (EXCEPT TO "QUALIFIED INSTITUTIONAL BUYERS", AS DEFINED HEREIN) OR ANY "OTHER JURISDICTIONS" (AS DEFINED HEREIN). FOR FURTHER INFORMATION, SEE "IMPORT ANT INFORMATION" HEREIN.

The Managing Director, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 India

The Managing Director,

National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai -400 051 India

Dear Sir/Madam,

Subject: Notice of the proposed Offer for Sale of equity shares of face value oft 10 each ("Equity Shares") of Andhra Cements Limited (the "Company") by its Promoter, Sagar Cements Limited, through the stock exchange mechanism (the "Notice")

We are directed to refer to Clause 5.2 of the circular number SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023 notified by the Securities and Exchange Board oflndia ("SEBI" and such circular, the "SEBI OFS Circular") pertaining to "Comprehensive Framework on Offer for Sale of Shares through Stock Exchange Mechanism", read with read with "Framework for O er for Sale (OFS) of shares to Employees through Stock Exchange Mechanism" issued by SEBI through its circular no SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/6 dated January 23, 2024, the Master Circular for Stock Exchange and Clearing Corporation - circular no. SEBI/HO/MRD2/PoD-2/CIR/P/2023/171 dated October 16, 2023 issued by SEBI (together with SEBI OFS Circular, the "SEBI OFS Circulars"), read with (a) "Revised Operational Guidelines for O er for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20230127-14 dated January 27, 2023 and, to the extent applicable, the previous circulars issued by BSE in this regard; (b) "Revised operating guidelines of O er for Sale" issued by NSE by way of its circular bearing no. NSE/CMTR/57904 and dated August 9, 2023 , to the extent applicable, the previous notices issued by NSE in this regard; (together with the SEBI OFS Circulars, the "OFS Guidelines").

Sagar Cements Limited, is the promoter of Andhra Cements Limited (the "Promoter"). The Promoter (the "Seller") proposes to sell up to 46,08,607 Equity Shares of the Company, (representing 5% of the total paid up equity share capital of the Company) ("Offer Size"), on February 27, 2024 ("T day") (for non­ Retail Investors only) and on February 28, 2024 ("T+l day") (for Retail Investors and for non-Retail Investors who choose to carry forward their un-allotted bids) through a separate, designated window of the BSE Limited (the "BSE") and the National Stock Exchange of India Limited ("NSE", and together with the BSE, the "Stock Exchanges"), collectively representing 5% of the total issued and paid up equity share capital of the Company (held in dematerialized form in one or more demat accounts with the relevant depository participant), in accordance with the OFS Guidelines (such offer for sale hereinafter referred to as the "Offer Shares").

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The Offer shall be undertaken exclusively through the Seller's Brokers named below on a separate window provided by the Stock Exchanges for this purpose.

The Offer is being undertaken by the Seller, inter alia, for achieving the minimum public shareholding in the Company as prescribed under Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957, as amended, and Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and is one of the permissible methods prescribed by SEBI by way of its circular bearing no. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 3, 2023 ("MPS Circular")

The details of the Offer, in accordance with the requirements of Clause 5.2 of the SEBI OFS Circular, are set forth below. Other important information in relation to the Offer is set out below under the heading "Important Information", and the information included therein constitutes an integral part of the terms and conditions of the Offer. Bidders/ prospective purchasers, as well as their brokers, are required to read the information included in this Notice in its entirety along with the OFS Guidelines, before participating in the Offer.

Prospective investors, as well as their brokers, are requested to read the entire contents of this Notice, along

with the OFS Guidelines before participating in the Offer.

Sr .. No:' '•• ,;.;}it	Details requii:ed to be **mentioned in the Notice **	Particulars of the Offer .,
1)	Name of the Seller (Promoter / Promoter Group)	Sagar Cements Limited("Promoter")
2)	Name of thecompanywhose shares are proposed to be sold and ISIN	Name:Andhra Cements Limited ISIN:IN666EO 1020
3)	Name of thestock exchanges where orders shall be placed	BSE andNSE
4)	Name of the designated stock exchange	BSE
5)	Name of the designated clearing corporation	National Securities Clearing Corporation Limited
6)	Dates and time of the opening and closing of the Ofer	The Offer shall take place on a separate window of the Stock Exchanges on February 27, 2024("T" day)and February 28, 2024("T+l"day), fom 9:15 a.m. to 3:30 p.m. (Indian Standard Time) on both days, as per details given below. For non-Retail Investors (defined below) Only non-Retail Investors shall be allowed to place their bids on T day, i.e., February 27, 2024. While placing their bids, non-Retail Investors may indicate their willingness to carry frward their un-allotted bids to T + 1 day fr allocation to them in the unsubscribed portion of Retail Category (defned below).

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Sr.No. Details required to be mentioned in the Notice	Particulars of the Offer
	The Ofer shall take place during trading hours on a separate window of the Stock Exchanges on T day, i.e., February 27, 2024 commencing at 9:15 a.m. and shall close at 3:30 p.m. Indian Standard Time on the same date. Those non-Retail Investors who have placed their bids on T day and have chosen to carry frward their un­ allotted bids to T + 1 day, shall be allowed to carry frward and also revise their bids on T+ 1 day as per the OFS Guidelines. For Retail Investors (defined below) and for non­ Retail Investors who choose to carry forward their un-allotted bids to T+ 1 Day The Ofer shall continue to take place during trading hours on a separate window of the Stock Exchanges on T+l day, i.e., February 28, 2024 commencing at 9:15 a.m. and shall close on the same date at 3 :30 p.m. Indian Standard Time on the same date. Only Retail Investors (defned below) shall be allowed to place their bids on T + 1 day, i.e., February 28, 2024. Further, those non-Retail Investors who have placed their bids on T day and have chosen to carry frward their unallotted bids to T +l day, shall be allowed to revise theirbids on T + 1day as perthe OFS Guidelines.
7) Allocation methodology	The allocation shall be at or above the Floor Price (defned below) on a price priority basis at multiple clearing prices, in accordance with the OFS Guidelines. except in case of Retail Investors, who shall have an option to bid at the Cut- Of Price ( defned below) and for whom the fnal allocation price may be below the Floor Price (defined below) on account of Retail Discount (defned below) Indicative price fr the non-Retail category shall be displayed separately. There shall be no indicative price fr the Retail C<tegory. No single bidder, other than mutual fnds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended("Mutual Funds")and insurance companies registered with the Insurance Regulatory and Development Authority under the Insurance Regulatory and Development Authority Act, 1999 as amended("Insurance Companies"),shall be allocated more than 25% of the Of er Shares.

Sr.No.	Details requiredto be mentioned in the Notice	Particulars of the Ofer
		Non-Retail Category Allocation Methodology The non-Retail Investors shall have an option to carry frward their un-allotted bids fom T day to T + 1 day provided such non-Retail Investors choosing to carry frward their u11-allotted bids to T+l day indicate their willingness to carry frward their un-allotted bids, on T day. Further, such non-Retail Investors can also revise their bids on T+l day in accordance with the OPS Guidelines. Any unsubscribed portion of Non-Retail Category afer allotment shall be eligible fr allocation in the Retail Category. The allocation to the non-Retail Investors shall be at a price equal to the Cut-Of Price or higher as per the bids. A minimum of 25% of the Offer Shares shall be reserved fr Mutual Funds and Insurance Companies, subject to receipt of valid bids at or above the Floor Price (defned below). In the event of any under subscription by Mutual Funds and Insurance Companies, the unsubscribed portion shall be available to other bidders in the non-Retail Category. In case of oversubscription in the non-Retail Category, the Seller may choose to exercise the Oversubscription Option, which will be intimated to the Stock Exchanges afer trading hours (at or befre5 p.m.)on T day. Accordingly, allocation to Bidders in the non-Retail Category shall be done fom the Ofer Shares frming part of the Ofer Size and the Oversubscription Option. Further, in the event the Oversubscription Option is exercised, the Equity Shares frming part of the Offer Size and the Oversubscription Option will, collectively, hereinafer be refrred to as"Ofer Shares".In case the Oversubscription Option is not exercised, the Equity Shares frming part of the Ofer Size will hereinafer be refrred to as"Ofer Shares". In case of oversubscription in the non-Retail Category on T+ 1 day, if the aggregate number of Ofer Shares bid fr at a particular clearing price is more than available quantity, then the allocation fr such bids will be done on a proportionate basis.

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Sr.No.	Details required to be mentioned in the Notice	Particulars of the Ofer
		Retail Category Allocation Methodology For the purpose of this Notice, Retail Investor shall mean an individual investor who places bids fr Ofer Shares of total value of not more than �200,000 aggregated across Stock Exchanges ("Retail Investor"). 10% of the Offer Shares shall be reserved fr allocation to Retail Investors subject to the receipt of valid bids ("Retail Category").The Stock Exchanges will decide the quantity of Ofer Shares eligible to be considered in the Retail Category, _based on the Floor Price (defned below) declared by the Seller. A Retail Investor may bid at any price above the Floor Price (defined below) and/or at a"Cut-Of Price". "Cut-Of Price" means the lowest price, as shall be determined, at which the Ofer Shares are sold in the non-Retail Category, based on all valid bids received on T day and their bid below the Cut-Of Price shall not be considered fr Allocation. In case of oversubscription in the Retail Category, if the aggregate number of Ofer Shares bid fr at a particular clearing price / Cut-Of Price, as the case may be, is more than the available number of Equity Shares at such price, then the allocation fr such bids will be done on a proportionate basis. Any unsubscribed portion of the Retail Category, afer allotment to Retail Investors, shall be eligible fr allocation to non-Retail Investors who have chosen to carry frward their un-allotted bids to T+l day. Such non-Retail Investors are required to indicate their willingness to carry frward their bid on T day.
8)	Total number of Equity Shares being ofered in the Ofer	Up to 46,08,607 Equity Shares of the Company of fce value on 10 each, representing 5 % of the total paid up equity share capital of the Company (the"Ofer Size").
9)	Maximum number of shares the Seller may choose to sell over and above made atpoint 8 above	Nil
10)	Name of the broker(s) on behalf of the Seller (the"Seller's **Broker") **	Anand Rathi Share & Stock Brokers Limited (Broker Code: NSE - 06769 / BSE - 0949) acting as the sole broker.

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Sr. No.	Details required to be mentioned in the Notice Particulars of the Ofer
11)	Floor Price The foor price fr the Ofer shall be � 90/- per Equity Share("Floor Price"). The Stock Exchanges are required to ensure that the Floor Price is immediatelyinfrmed to the market.
12)	Retail Discount Nil
13)	Conditions fr withdrawal of the Ofer The Seller reserves the right not to proceed with the Ofer at any time prior to the time of opening of the Ofer on T Day .. In such a case, there shall be a cooling off period of 10 trading days fom the date of withdrawal befre another offer fr sale through stock exchange mechanism is made. The Stock Exchanges shallsuitablydisseminate details ofsuch withdrawal.
14)	Conditions fr cancellation of the Ofer The Ofer may be cancelled by the Seller in fll (i) if the Seller fil to get sufcient demand at or above the foor price, or (ii) if there is a defult in the settlement obligation, or (iii) on T day, post bidding, if the Seller fails to get sufcient demand fom non-retail investors at or above the foor price on T day. The decision to either accept or reject the Ofer shall be at the sole discretion of the Seller. Cancellation request fr bidding fom the Seller will be accepted up to 5:00 p.m. on T day by the Stock Exchanges.
15)	Conditions for participating in the Ofer 1. Non-institutional investors bidding in the non­ retail category shall deposit 100% of the bid value in cash up-front with the clearing corporation at the time of placing bids fr the Ofer. 2. Institutional investors have an option of placing bids without.any upfront payment. In case of institutional investors who place bids with 100% of the bid value deposited upfont, custodian confrmation shall be provided within trading hours. In case of institutional investors who place bids without depositing 100% of the bid value upfront, custodian confrmation shall be as per the existing rules fr secondary market transactions and the OFS Guidelines. 3. In respect of bids in the Retail Category, margin fr bids placed at the Cut-Of Price, shall be at the Floor Price and for price bids at the value of the bid. Clearing corporation shall collect margin to the extent of 100% of order value in cash or cash equivalents at the time of placing bids. Pay-in and pay-out fr bids by Retail Investors shall take place as per normal secondary market transactions and applicable laws including OFS Guidelines.

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Sr.No.

Details required to be mentioned in the Notice Particulars of the Offer

4. Retail Investors may enter a price bid or opt fr bidding at the Cut-Off Price. In case of under subscription in the non-Retail Category, the Retail Investors shall be allowed to place their bids at the Floor Price. 5. The fnds collected shall neither be utilized against any other obligation of the trading member nor co­ mingled with other segments. 6. Individual investors shall have the option to bid in the Retail Category and/ or the non-Retail Category. However, if the cumulative bid value by an individual investor across the Retail Category and the non-Retail Categor exceeds �200,000, the bids in the Retail Category will become ineligible. Further, if the cumulative bid value by an individual investor in the Retail Category across BSE and NSE exceeds n00,000, such bids shall be rejected. 7. Modifcation or cancellation of orders (a) Orders placed by Retail Investors (with 100% of the bid value deposited upfont) can be modified or cancelled any time during the trading hours on T + I day. (b) Orders placed by institutional and non­ institutional investors, with 100% of the bid value deposited upfont: Such orders can be modifed or cancelled any time during the trading hours on T day, and in respect of any un-allotted bids which they have indicated to be carried frward to T+l day, orders can be modifed on T+l day in accordance with the OFS Guidelines; ( c) Orders placed by institutional investors without depositing 100% of the bid value upfont: Such orders cannot be modifed or cancelled by the investors or stock-brokers, except fr making upward revision in the price or quantity any time during the trading hours on T day, and in respect of any un­ allotted bids which they have indicated to be carried frward to T + L day, orders can be modifed ( only by making upward revision in the price or quantity) on T + 1 day in accordance with the OFS Guidelines;

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Sr.No.	Details required to be mentioned in the Notice	Particulars of the Ofer
		(d) Bids carried frward by non-Retail Investors to T +I Day may be revised m accordance with the OFS Guidelines. In case of any permitted modification or cancellation of the bid, the fnds shall be released/ collected on a real-time basis by the clearing corporation. 8. Bidder shall also be liable to pay any other fees, as may be levied by the Stock Exchanges, including securities transaction tax, exchange turnover charges, SEBI fees and applicable stamp duty. 9. Multiple orders fom a single bidder shall be permitted, subject to the conditions prescribed in paragraph 6 above. 10. In case of defult in pay-in by any bidder, an amount aggregating to 10% of the order value shall be charged as penalty fom the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the Stock Exchange. 11. The Equity Shares of the Company other than the Ofer Shares shall continue trading in the normal market. However, in case of market closure due to incidence of breach of "Market wide index-based circuit flter", the Ofer shall also be halted. 12. In accordance with the OFS Guidelines, the Promoters and members of the Promoter Group of the Company, are not allowed to participate in the Ofer (apart fom the OFS by the Seller), and accordingly, any bid fom the Promoters or members of the Promoter Group of the Company shall be rejected
16)	Settlement	1. Settlement shall take place on a trade fr trade basis. For bids received fom non-Retail Category on T day, being non-institutional investors and institutional investors who place orders with 100% of the order value deposited upfront, settlement shall take place on T + 1 Day, in accordance with the OFS Guidelines. In the case of institutional investors who place bids on T Day without depositing 100% of the order value upfont, settlement shall be as per the existing rules for secondarymarket transactions (i.e., on T + 1 day).

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Sr. No.		Details required to be Particulars of the Ofer mentioned in the Notice
		2. For the bids received on T+l Day fom non-Retail Investors who choose to carry frward their un- allotted bids to T + 1 day with 100% of the order value deposited upfront, the settlement shall take place on T+2 Day. 3. For the bids received on T + 1 Day fom the Retail Category, the settlement shall take place on T+2 Day. 4. For the bids received on T+lDay fom the un- allotted institutional Investors who choose to carry frward their bid on T + 1 day without depositing 100% of the order value upfont, the settlement shall takeplace on T+2 day.

IMPORTANT INFORMATION

The Offer is directed personally to each prospective bidder (including individuals, funds or otherwise) registered with the broker of the Stock Exchanges who makes a bid ( each a "Bidder") and neither the Offer nor this Notice constitutes an offer to sell or invitation or solicitation of an offer to buy, to the public, or to any other person or class of persons requiring any prospectus or offer document to be issued, submitted to or filed with any regulatory authority or to any other person or class of persons within or outside India.

The Offer is being made in reliance on the OFS Guidelines. There will be no "public offer" of the Offer Shares in India under the applicable laws in India including the Companies Act, 2013, and the rules and clarifications issued thereunder, as amended from time to time (the "Companies Act") or in any other jurisdiction. Accordingly, no documents have been or will be prepared, registered or submitted for approval as a "prospectus" or an "offer document" with the Registrar of Companies in India and/or SEBI and/or the Stock Exchanges or any other statutory/regulatory/listing authority, in India or abroad, under the applicable laws in India including the Companies Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and no such document will be circulated or distributed to any person in any jurisdiction, including in India.

Each Bidder shall be deemed to acknowledge and agree that any buy order or bid shall be made solely on the basis of publicly available information and any information available with SEBI, the Stock Exchanges, on the Company's website or otherwise in the public domain, together with the information contained in this Notice.

The Offer is subject to further terms set forth in the contract note to be provided to the successful Bidders. Bidders should consult their own tax advisors regarding the tax implications to them of acquiring the Offer Shares. By submitting a bid in connection with the Offer or receiving the Offer Shares, Bidders will be deemed to have acknowledged that none of the Seller's Brokers, the Seller, the Company nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, have provided the Bidders with any tax advice or otherwise made any representations regarding the tax consequences of purchase, ownership and disposal of the Offer Shares, and that the Bidders have obtained their own independent tax advice and evaluated the tax consequences in relation to the Offer Shares.

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This Notice is for information purposes only and is neither an offer nor invitation to buy or sell nor a solicitation of an offer to buy or sell any securities, nor shall there be any sale securities, in any jurisdiction ( collectively, "Other Jurisdictions") in which such offer, solicitation or sale is or may be unlawful whether prior to registration or qualification under the securities laws of any such jurisdiction or otherwise. This Notice and the information contained herein are not for publication or distribution, directly or indirectly, in or to persons in any Other Jurisdictions unless permitted pursuant to an exemption under the relevant local law(s) or regulation(s) in any such jurisdiction. Prospective purchasers should seek appropriate legal advice prior to participating in the Offer.

The Offer Shares have not been and will not be registered under (a) the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable state securities laws or (b) any securities law of any Other Jurisdictions. The Offer Shares are being offered and sold (a) in the United States only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs" and each a "QIB") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and (b) · outside the United States in "offshore transactions" as defined, in and in reliance on Regulation S under the Securities Act ("Regulation S"). Prospective purchasers in the United States are hereby notified that the Seller may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. The purchasers of Offer Shares are hereby advised that any resale of Offer Shares must be made in accordance with the registration requirements of the Securities Act or otherwise pursuant to an available exemption from such registration requirements.

No determination has been made as to whether the Company has been, is, or will become a passive foreign investment company ("PFIC") within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. No analysis has been undertaken to determine if the Company is a PFIC, and if the Company has been, is, or will be treated as a PFIC in any taxable year U.S. taxpayers that hold the Offer Shares (directly and, in certain cases, indirectly) may be subject to significant adverse tax consequences. In addition, U.S. taxpayers would also be subject to additional U.S. tax form filing requirements, and the statute of limitations for collections may be suspended if the taxpayer does not comply with such filing requirements. Certain holders may be able to mitigate these consequences by making a "mark-to-market" election (if available). The PFIC rules are complex. Prospective purchasers should consult their own tax advisors regarding the US. federal, state and local tax implications to them of acquiring the Offer Shares.

By submitting a bid in connection with the Offer, each broker will also be deemed to have read and understood this Notice in its entirety and accepted and complied with the terms and conditions set out in this Notice. In addition, each broker, except for the Seller's Brokers, will be deemed to have represented that (a) it is located outside the United States, (b) it has not accepted an order to submit a bid in connection with the Offer from a person in the United States and (c) none of it, its affiliates (as defined in Rule 405 under the Securities Act) or any person acting on its or their behalf has (i) engaged or will engage in any "directed selling efforts" (as defined in Regulation S) in connection with the offer and sale of Offer Shares, (ii) engaged or will engage in any form of "general solicitation" or "general advertising" ( each, within the meaning of Regulation D under the Securities Act) or (iii) offered or will offer and sell the Offer Shares except in "offshore transactions" as defined in and in reliance on Regulation S or within the United States to QIBs in transactions exempt from the registration requirements of the Securities Act.

Except for the Seller's Brokers, no broker may solicit bids for the Offer Shares or accept orders for bids for the Offer Shares from persons in the United States.

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By submitting a bid in connection with the Offer or receiving any Offer Shares, each Bidder will be deemed to have (a) read and understood this Notice in its entirety, (b) accepted and complied with the terms and conditions set out in this Notice, and (c) made the representations, warranties, agreements and acknowledgements set out in (i) or (ii) immediately below, as appropriate:

(i) Persons Outside the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and are being offered and sold to it "offshore transactions" in accordance with Regulation S;

• It is empowered, authorized and qualified to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations;

• (i) It was outside the United States (within the meaning of Regulation S) at the time the offer of the Offer Shares was made to it and it was outside the United States when its purchase order for the Offer Shares was originated and (ii) if it is a broker-dealer outside the United States acting on behalf of its customers, each of its customers has confirmed to it that such customer was outside the United States at the time the offer of the Offer Shares was made to it and such customer was outside the United States when such customer's buy order for the Offer Shares was originated;

• It and the person, if any, for whose account or benefit it is acquiring the Offer Shares, was located outside the United States at the time the buy order for the Offer Shares was originated and continues to be located outside the United States and has not purchased the Offer Shares for the account or benefit of any person in the United States or entered into any arrangement for the transfer of the Offer Shares or any economic interest therein to any person in the United States;

• If it is a person in a member state of the European Economic Area ("EEA"), it represents and agrees that it is a "qualified investor" within the meaning of Article 2( I)( e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, including by Directive 2017/73/EU) ("Qualified Investor");

• It also represents and agrees that any Offer Shares that may be acquired by it in any offer of the Offer Shares will not be acquired on behalf of persons in the EEA other than Qualified Investors or persons in other member states (where equivalent legislation exists) for whom it has authority to make decisions on a wholly discretionary basis, nor have the Offer Shares been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company or Broker of a prospectus pursuant to Article 3 of the Prospectus Directive;

• If it is in the United Kingdom it is a legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation, where "UK Prospectus Regulation" means Regulation (EU) 20 l 7 /1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time;

• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any "directed selling efforts" (as defined in Regulation S);

• It is buying the Offer Shares for investment purposes and not with a view to the distribution thereof Ifin the future it decides to offer, resell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will not offer, sell, pledge or otherwise transfer the Offer Shares except (i) in a transaction complying with Rule 903 or Rule 904 of Regulation S; or (ii) pursuant to another available exemption from registration requirements under the Securities Act; or (iii) pursuant to an effective registration statement under the Securities Act and in each case in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India;

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• It understands that no representation is made by the Seller or the Seller's Brokers as to the availability of any such exemption at the time of any such offer, sale, pledge or transfer;

• It is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company or a person acting on behalf of an affiliate of the Company;

• It is not, and is not acting on behalf of a "Benefit Plan Investor" as defined in the Employee Retirement Income Security Act of 1974, as amended;

• Where it is submitting a bid as fiduciary or agent for one or more investor or managed accounts, it represents and warrants that it was authorised in writing by each such managed account to purchase the Offer Shares for each managed account and to make (and it hereby makes) the representations, warranties, agreements and acknowledgments herein for and on behalf of each such account, reading the reference to 'it' to include such accounts;

• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful allocation is and will be lawful under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in which the sale and purchase of the Offer Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guidelines;

• It will not hold or seek to hold the Seller or the Seller's Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company or the Offer or otherwise responsible or liable in any manner whatsoever in respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in cormection with the purchase of the Offer Shares;

• It agrees to indemnify and hold the Seller and the Seller's Brokers and their respective directors, officers, employees and affiliates harmless from any and all costs, claims, liabilities and expenses (including legal f s and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Offer Shares;

• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of bearing the risk of loss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller's Brokers for all or part of any such loss or losses it may suffer; and

• It acknowledges that the Seller and the Seller's Brokers and their respective affi)iates, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-mentioned restrictions shall not be recognized by the Company.

(ii) Persons in the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and that the offer and sale of the Offer Shares to it is being made in reliance on an available exemption from the registration requirements of the Securities Act and in accordance with any applicable state securities laws;

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• It is empowered, authorized and qualified to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations;

• (i) It is a QIB and is purchasing Offer Shares for its own account or for the account of another QIB and (ii) is aware that the Offer Shares may be sold to it in reliance on the exemption from registration provided by Rule 144A under the Securities Act;

• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any "general solicitation" or "general advertising" ( each within the meanirig of Rule 502( c) under the Securities Act);

• It represents and warrants that it is buying the Offer Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to offer, sell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will only offer, sell, pledge or otherwise transfer such Offer Shares (a) in the United States (i) to a person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available), (iii) pursuant to another available exemption from the registration requirements of the Securities Act, or (iv) pursuant to an effective registration statement under the Securities Act, or (b) outside the United States in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, as applicable, in each case in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India. Except for sales made in accordance with Rule 903 or 904 of Regulation S, it will, and each subsequent purchaser is required to, notify any subsequent purchaser from it of the resale restrictions referred to in (a) above;

• It is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company or a person acting on behalf of an affiliate of the Company;

• It represents that prior to acquiring the Offer Shares, it has all the information relating to the Company and the Offer Shares which it believes is necessary for the purpose of making its investment decision;

• It understands that Offer Shares purchased pursuant to Rule 144A or another available exemption under the Securities Act will be restricted securities within the meaning of Rule 144 under the Securities Act and it agrees that for so long as they remain restricted securities, it shall not deposit such Offer Shares into any unrestricted depository facility established or maintained by any depository bank;

• It understands that no analysis has been undertaken regarding the Company's status as an "investment company" under the Investment Company Act of 1940, as amended;

• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful

• . allocation is and will be lawful under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in which the sale and purchase of the Offer Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guidelines;

• Where it is submitting a bid as fiduciary or agent for one or more investor or managed accounts, it represents and warrants that it was authorised in writing by each such managed account to purchase the Offer Shares for each managed account and to make (and it hereby makes) the representations, warranties, agreements and acknowledgments herein for and on behalf of each such account, reading the reference to 'it' to include such accounts;

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• It will not hold or seek to hold the Seller or the Seller's Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company or the Offer or otherwise responsible or liable in any manner whatsoever in respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in connection with the purchase of the Offer Shares;

• It understands that the Offer Shares may also not be reoffered, resold, pledged or otherwise transferred to a "Benefit Plan Investor" as defined in the Employee Retirement Income Security Act of 1974, as amended ("BRISA") or anyone acting on behalf of such a person;

• It is not a "Benefit Plan Investor" as defined in BRISA or a person acting on behalf of such a person;

• The purchase of the Offer Shares by it and the consummation of the transactions contemplated does not and will not constitute or result in a prohibited transaction under BRISA, Section 4975 of the Code or any substantially similar law for which no exemption is available;

• It, and each person for which it is acting, is not a partnership, common trust fund, or corporation, special trust, pension fund or retirement plan, or other entity, in which the partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be, may designate the particular investments to be made, or the allocation thereof unless all such partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners are QIBs;

• It agrees, upon a proposed transfer of the Offer Shares, to notify any purchaser of such Offer Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Offer Shares being sold and agrees not to act as a swap counterparty or other type of intermediary whereby any other pa1iy will acquire an economic interest or beneficial interest in the Offer Shares acquired or reoffer, resell, pledge or otherwise transfer the Offer Shares or any beneficial interest therein, to any person except to a person that meets all of the requirements above and who agrees not to subsequently transfer the Offer Shares or any beneficial interest therein except in accordance with these transfer restrictions;

• It agrees to indemnify and hold the Seller and the Seller's Brokers harmless from any and all costs, claims, liabilities and expenses (including legal f s and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Offer Shares;

• Where it is submitting a bid as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the representations, warranties, agreements and acknowledgements herein;

• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of bearing the risk ofloss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller's Brokers for all or part of any such loss or losses it may suffer; and

• It acknowledges that the Seller and the Seller's Brokers and their respective affiliates, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

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Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-mentioned restrictions shall not be recognized by the Company.

This Notice is not for publication or distribution, in whole or in part, in the United States, except that the Seller's Brokers may send copies of this Notice to persons in the United States who they reasonably believe to be QIBs.

Thanking You,

Yours faithfully,

f\tl[�] �gar Cements Limited I I J.Raja Reddy�. ��W7 Company Secretary and Compliance Officer M.No:A31113

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