Saurashtra Cement Limited — M&A Activity 2020

May 18, 2020

O- an - ~ —— ' em Corporate Office saurashtra Cement Limited N K Mehta international House, 2nd Fir,

Ref: B/SCL/SE/SS/20-2 | Fel mum@mnohtagroup.corn gt May, 2020 GIN : L26941GJ1956PLC000840

Corporate Relationship Manager Bombay Stock Exchange Limited I Floor, New Trading Ring, Rotunda Bldg., P.J. Tower, Dalal Street, Mumbai 400 001

Stock Code No: 502175

Dear Sir,

Sub: Outcome of Board Meeting — Draft Scheme of Amalgamation

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, kindly take note of that the Board of Directors of the Company at their meeting held today i.e 18" May 2020 approved the following:-

AMALGAMATION OF PARSEC ENTERPRISES PRIVATE LIMITED (PEPL) WITH SAURASHTRA CEMENT LIMITED (SCL)

The Board, inter-alia, considered and approved the draft scheme of amalgamation of Parsec Enterprises Private Limited, a Promoter Group Company ("PEPL') with Saurashtra Cement Limited ("SCL") and their respective Shareholders ("the Scheme") under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.

Upon this Scheme coming into effect and in terms of the Scheme and based on the Valuation Report issued by M/s SSPA & Co, Chartered Accountants, (Registered Valuer) and fairness opinion provided by M/s. Fortress Capital Management Services P. Ltd, a Category | Merchant Banker:-

• i) SCL will issue and allot 1,35,38,370 New equity shares of Rs.10/- each as fully paid up to the equity shareholders of PEPL in proportion of their holding in SCL. The New Equity Shares shall rank pari-passu in all respects, including dividend, with the existing equity shares of SCL.
• ii) | The issued, subscribed and paid up share capital of SCL to the extent held by PEPL in SCL, shall be automatically cancelled.
• iii) | The investment held by the PEPL in the equity share capital of the SCL shall, without any further application, act, instrument or deed stand cancelled. The shares held by the PEPL in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares. ME @ MEHTA

Regd. Office & Works Near Railway Station, Ranavav 360 560 Guiarat, India

178 Backbay Reclamation, Mumbai 400 020 T +91 22 6636 5444

Corporate Office Saurashtra Cement Limited NIK Mehta interational House, 2nd Flcor,

178 Backbay Reclamation, Mumbai 400 020 T +9122 6636 5444 F 491 22 6636 5445 E scl-mum@mehtagroup.com -2- CIN : L26941GJ1956PLC000840

Pursuant to the Scheme, there will no change in the shareholding of Promoter Group and Public Shareholders of SCL.

The Scheme also provides that the shareholders of the Transferor Companies shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, and which may devolve on the Transferee Company on account of this amalgamation.

The scheme would be subject to the approval of NCLT (Ahmedabad Bench) and such other competent authority and various statutory approvals, shareholders, lenders / creditors of each of the Company as may be directed by NCLT.

The scheme would also require approval from majority of public shareholders of SCL as per SEBI circular no. CFD/DIL 3/CIR2017/2017/21 dated March 10, 2017.

The Board shall take necessary actions for completing the requirements in this regard and to do all acts and deeds as may be necessary.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 are given in Annexure A to this letter.

You are requested to take the above on record acknowledge receipt.

Thanking You,

Yours faithfully, For Saurashtra Cement Limited

Sonali Sanas Sr. Vice President (Legal) & Company Secretary

Regd. Office & Works Near Railway Station, Ranavav 360 560 Gujarat, india

Saurashtra Ceme nt Limited Corporate Office

ANNEXURE A

	Saurashtra Ceme nt Limited	Corporate Office N K Mehta International House, 2nd Floor, 178 Backbay Reclamation, Mumbai 400 020 T +91 22 6636 5444 F +91 22 6636 5445 E scl-mum@mehtagroup.com CIN ; L26941GJ1956PLC000840 ANNEXURE A
Sr. No.	Details to be provided	Information
.	Name of the entity(ies) forming amalgamation part the of / merger, brief such details as, in size, turnover etc.	Transferor Company: i. Parsec Enterprises Private Limited (PEPL) Transferee Company: i. Saurashtra Cement Limited (SCL) 1,35,38,370 number of equity shares PEPL holds iii. 10/- each of SCL representing of face value Rs. 19.47% of the paid up share capital of SCL. Turnover/Revenue ended March year 31% for iv. 2020: SCL: Rs. 60,818.36 lakhs (standalone)
		PEPL: Rs. Nil lakhs
2.	Whether the transaction would The transaction within related fall transactions? If yes, whether the purpose, same is done at 'arm's length'	Appointed date: April 01, 2020 v. promoter between SCL and its is party group company is at arms' length basis. For the said Valuation report been obtained from has Accountant M/s.SSPA Chartered which Co, & is confirmed by fairness opinion given by M/s. Fortress Management Category Services Capital Ltd, P. Merchant Banker.

Regd. Office & Works Near Railway Station, Ranavav 360 560 Guiarat, India

Saurashtra Ceme ' 1 Corporate Office nt Limited N K Mehta International House, 2nd Floor,

Saurashtra Ceme	1 Corporate Office nt Limited ' N K Mehta International House, 2nd Floor,
	178 Backbay Reclamation, Mumbai 400 020 T +91 22 6636 5444 F +91 22 6636 5445 E scl-mum@mehtagroup.com CIN ; L26941GJ1956PLC000840
	-2-
amalgamation Rationale for / merger	The Amalgamation of PEPL with SCL would have the following benefits:
	Harnessing optimization synergy and the of a) amalgamation account benefits on of of more companies businesses carry on to economically better with efficiently and_ common combined utilization of and_ resources. Will reduce the overlaps and administration b) and the managerial cost. The amalgamation will result in the shareholders c) PEPL holding shares SCL, directly the of in which simplification the lead to will of shareholding reduction structure and of shareholding tiers of SCL.
consideration — case of cash In amount otherwise share or exchange ratio	The consideration is in the form of issue of shares. The entitlement based valuation report share on the ratio issued by M/s.SSPA & Co, Chartered Accountant, which confirmed opinion issued the fairness by M/s. by is Management Services P Ltd, Category Fortress Capital Merchant Banker is as follows: 1,35,38,370 equity shares value face of the of Rs. e !O/- each fully paid-up to the equity shareholders of PEPL, as on the Record Date as defined in the Draft Scheme, in the proportion of their holding in PEPL; In case PEPL acquire additional equity shares of SCL Appointed without Date before incurring any the number of equity additional such additional liability, shares of SCL shall also be issued and allotted to the shareholders of PEPL in proportion of their holdings in PEPL respectively. The equity shares of SCL to be issued to the shareholders of PEPL pursuant to the Scheme shall rank pari passu with the existing shares of SCL and shall be listed on the BSE Limited.

THE €@D MEHTA

Regd. Office & Works Near Railway Station, Ranavav 360 560 Guiarat, India

Saurashtra Cement Limited

Corporate Office
N K Mehta International House, 2nd Floor,
178 Backbay Reclamation, Mumbai 400 020 T +91 22 6636 5444 F +91 22 6636 5445 Escl-mum@mehtagroup.com
CIN: L26941GJ1956PLC000840

$-3-$

	6. Brief details of change in Post the Scheme of Amalgamation:
shareholding pattern (if any) of listed entity	i. the promoter group holding would continue to remain same; ii. the shareholding of the public shareholders shall continue to remain same.

For Saurashtra Cement Limited

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Sonali Sanas Sr. Vice President (Legal) & Company Secretary

Regd. Office & Works Near Railway Station, Ranavav 360 560 Gujarat, India