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    Notice of OFS

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    mayank.uppal

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    Notice of OFS

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    mayank.uppal
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    Notice of OFS

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    mayank.uppal

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    of 15
    obruary 26,2024 THIS NOTICE (AS DEFINED HEREIN) IS NOT FOR RELEASE, PUBLICATION ANDIOR DISTRIBUTION IN ANDIOR INTO THE UNITED STATES OF AMERICA, IYSTERRITORIES 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 INFORIATION, SEE “IMPORTANT INFORMATION” HEREIN. ‘The Managing Director, ‘The Managing Director, SE Limited, [Natonal Stok Exchange of lia Linitd, Piro Jesjebhoy Towers, change Plaza, Plot No. II, Bleck, Dall Set, Bandra Kula Complex, Banda (Ess, ‘Mural 400 001 ‘Mumbai 400051 Indi India eae Sram, Subject: Notie ofthe proposed Ofer for Sale of equty shares office value of@ 10 each (“Equ Shares") of Andhra Cements Linited (the “Company”) by its Promoter, Sagar Cements Limited, trough the stock exchange mechanism (dhe "Notce”) ‘We re dete to refer to Clause $:2 ofthe cca umber SEBIHIO/MRDIMRD-PoD SP/CIR/2025/10 Ante nay 0, 2023 nifed by the Secures and Exchange Board of nda (‘SEB and sch cela, the SEBL OFS Cirewar” peraining lo "Comprehensive Fransworkon Ofer fr Sal Shares though ‘Stock Exchange Mechanion”, read with rad with. "Framework for Ofer for Sale (OFS) of shares to ‘Employees through Sock Exchange Mechanion” issued. by” SEBI trough its cedar no SEBUMOMRDMRD-PoD-NPICIRV20246 dated January 23, 2024, the Master Cicular for Stock Exchange and Cleatng Corporation ~crula no, SEBUHO/MRD2/PoD-2/CIR/P2023/71 dad October 2023 issued by SEBI (gether with SEBI OFS Circular, tie “SEB! OFS Cieulas), rea wih (@) evs Operational Guidelines for Of fr Sale (OFS) Segment sued by BSE by way of is naice ‘bering no 20730177-14 dated January 27, 2023 an, ote extent appliable the previews ckcuas sed by BSE in tis regard (0) “Revised operating guidelines of Offer for Sale” sind by NSE by way of is ‘Sear bearing no, NSEICMTRS7904 and dated August 9, 2025, ote extent apliebl, the previous ies sued by NSE inthis regards (logether wih the SEBI OFS Circulars the “OFS Guideline), Sogn Cements Limited isthe promoter of Afra Cements Limite (he “Promoter. The Prom (he Sele) proposes to sell up 1 46,08607 Equity Staes ofthe Company, (epreseatng 8% of the ta ald wp equity share capa ofthe Company) (OMfer Size), on February 27,2024 ("T day") (or pon Ret Investors ony) and on February 28,2026 (*T+1 day”) (fr Reta Investors ad for non-Retal Investors whe chose to cry forward thei unalloted bid) through a seperate, dened window of the [BSE Limited (he "BSI" and the National Stock Exchange of India Limited °NSH" and tpeer vith ‘he BSE, th "Stock Exchanges) collectively representing 9% of th til sued ad pai up eu share tapitl ofthe Company (held in dematrlizn form in one or more demat accounts withthe relevant ‘zpesitoryparipan in accordance with the OFS Guidelines (such fer forsale ernaier refered tthe “Ofer Shares Page 1 of 15 ‘The Ofe sal be undoraken exclusively through he elle’ Brokers named below on seperate wind provided by the Stack Exchanges for this purpose. ‘The Ofer i being undertaken bythe Salle, nr ali, fr achieving the minima pale sarholding in the Company as presribed under Rule 19) (ofthe Secures Contracts (Regution) Rules, 1957, as manda, and Repulation 38 of Secures and Exchange Board of Indi (Listing Oblistions and Disclosure Requirements) Replations, 2015, a amended andi one ofthe permsite methods pesrbed by SEB by way of its creulr bearing no. SEBUHOICED/PODD/PICIR0218 dated February 3, 2023 MPS Crear”) ‘The details ofthe Ofer, in acardnce withthe requirements of Cause $2 of the SEBIOFS Circular, re st Tork belo. the nnpant iteration in ratio othe Offer i et ot below wer the esding “Important Information” and the information included therein contiaes an itera par ofthe fee and conditions ofthe Of. Biderd prospective purchasers, a well ster brokers, ar roquited 1 read ‘he information included in this Nie in ts ete along with the OFS Guidelines, before paisiaing inthe rte Prospective investors, a well asthe brokers, are requested to read the entire contents ofthis Nati slong withthe OFS Guidelines before participating inthe Ofte. SENT [Deals reaire tobe aries ofthe Ofte mentioned in the Notice 1) | Name of te Seller (Promoter 7) Sagar Cenens Liniied “Promoter Promoter Group) [Name of the compary whose | Name! Andha Conan Liniisd shares re proposed tobe seld and Ist ISIN: INEG66ED1020 _ By] Name” of the sack ehanges | BSE and NSE 7 ‘where orders shal be places | Name oF th designated oak | BSE exchange 3) | Name of tie designated learing | ~Navoral Searles Clearing Corporation Uintiod corporation @)] Dass and me ofthe opeingand |The Offer shal ake place ona apa window of ie closing ofthe Ofte ‘Stock Exchanges on Ferry 27,2024 (7 day) and | Petron 28,2024 ("TH dn), om #15 aan. t0 3:30 | pm. dndian Standard Time) on both dys, pe deals ven below. For now-Retall lavestars (defined bdow) Only non-Reail Investors shall be allowed to place thee bids on T dy, Le, Februmy 27, 2024. While Placing ther bis, non-Reall Invests may ingle thee wilingnes 0 camy forward thle walled bids to T+ day for allocation to them ine unsubseibd Porton of Real Caepoy (defined bob). Page2 of 15 =Ne] Diials required tobe sentioned in the Notice lary of te Ofer ‘The Offer shall ake place during Wang hous on a separ window ofthe Stock Exchangson Td, 2, February 27, 2024 commencing a 9:15 asm. and bal close at 3:30 pm. Indian Standard Tine onthe sae ‘te Those non-Retail Investors who have paced thir bids on T day and ave chosen to ary farmard the re tlloted bids to TH ay, sll be slowed to cary forward an also revise theibids.on TI day ayer the (OFS Guidelines. For Retall Investors (fined below) and for non- "etal! Ivestors who choose to ears forward their snalloted bids 0 TH Day “The Ofer shal contin to take pce during trang ‘hous ona separate window of te Stock Exchanges on Tol day, Le, Februy 28, 2024 commencing st 9:15, ‘4m. and sali cloeon the sme date 3:30 rm Indian Standard Time on the same date Only Real Investors (ened belo) sal be allowed to lice theirs on T+ day, i, Febuary 28, 202 Further, those ow-Reail Investors who have placed their bis on T day and have chosen cary far ‘heir nalts bide to T+l dy, sl be allowed fo ever bids on T+ day a per the OFS Guidlines, 7 ‘Asan eOGAOR The tloeaton sal Be st or above the Foor Prise (Gefined below) on a price print bss at multe earing prices, in accordance with the OFS Guidelines, except incase of Ret Investors, who shall have an ‘option bid at te Cut Ot Price (dfned below) and {br whom the final allocation price maybe Below te Floor Price (defined below) on scent of Reta! Discount (defined below) Indicative price forthe on-Retiletgory shall be Alspiayed separately. There sal be no indctve rie Teethe Reta Category. No single bidder, other than mutual funds registered ith SEBI under the SEBI (Mutual Fun) Repustions, | 1986, as amended ("Mutual Funds") and insurance companies registered with the Insurnce Regultry and Development Authority under the Tisurnce Regulatory and Development Authority Act, 1999 as mended (Insurance Companies) sal be alloestad mor than 25% ofthe Offer Shares Page 3 of 15 ‘Deals required vo be the Notice ‘Paral ofthe Ofer Now al Category Allocation Methodology ‘The nor-Reall Investors sal ave ax option to carry farward their uvallted tds fromm T day to Tot day povided such non Retail Investor looting to carry Forward thelr aloe bids 10 T*1 ay inet thet wilingness to czy forward thi uated bids, on T ay. Further, Such nor Real Investor: cin alo revise ‘ale bids on THT day in accordance withthe OFS ‘Guidelines. Aay vsubsctibed potion of Non Reta Catgor afar alloment shall be eligiie fr allocation inte Real Category ‘The allocation othe on-Retl Investors sal eat a fice equal 1 the CuLOM Price or higher as per the Bis. ‘A minimum of 25% of the Offer shares shall be tested fr Mutil Funds and Instrmce Companies subject to receipt of valid bids at or above the Floor Price (defined below). In the ever: of any under subscription by Mutual Funds and Insurance Compas, the unsubscribe patio sal be svalble to ther bidders inthe noo Rell Cte, In ease of oversubscipton in the non-Retil Categay, the Seller may choose to exercise the Oversubsoipon Opsin, which wl be intimated the tock Exchanges after trading hous (ator before S pam.) on T day. ‘Accordingly, lletion to Bidders ir the non Rel Category shill be done fom the Offer Shares forming rt ofthe Omer Size andthe Oersubsrption Option Furth, inthe event the Ovesubsrpon Option is ‘exerlsod the Egy Shares forming yr ofthe Of Sizand the Oversutscrption Option vl collectives, hereinafter be eee oa "Offer Shares. Incase te ‘Oversubscipon Option is ot exerese, the Equity Shares foming pat ofthe Offer Size wl erin be refered 10 “Offer Share” Incase of oversbsripion in the non Real Category ‘on T+ day, ifthe agarepate number of Mle Shares bid {rat piu clerng price is moe than svalsble quantity, then he allocation for such ids wil be done ‘ona proportionate basis Paged of 18 Na Deals required tobe sented in the Nice Pariealars of the Ofer "Real Category Alloeaton Methoduogy For the purpose of this Notice, Ret Investor shall ‘mean an inva neste who plaers Bde for Ofer Shares of total value of not more tan” 2200000 segregated across Stock Exchinges Retail 10% ofthe Ofer Shares shal be reseed forallocaion to Real Ines subjet tothe reap of vais bide | CRet Category"). The Stock Bechingss wl decide ‘he quant of Ofer Shares eligible tobe considered in the Real Category, tase onthe Floor rice (Befined blow) declared by the Seller ‘Ret ives my tid at any presto te Flor Pre tnd bln) andor ts “Cat OM Pie SCAR Pe meas the lowest py, hl be

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