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DHRAC EMTES MTED SubsiodfSi AaGrACyRE MENLTISM ITED ReAfC:L :SEC-2026-27 61hN ovem2b0e2r6, ThNea tiSotnoaEclxk c hoafnIg nedL itad ., ThSee cretary "ExchPalnag5zteahF "l,o or BSLEi mited Ban-dKruar Cloam plex P TJo wers Band(rEaa st) DalSatlr eet Mumb-a4i00 05 1 Mumb-a4i00 001 ScrCiopd5 e3:2 141 SymboAlC L ISIN INE666E01020 DeaSri r, SubD:i sclosuRreeg uul3na0odt fSei EroB( nIL ODRRe)g ul2a0t1i5o ns Furtthooe ulrrt e tedrast0 et5dhJ un2e0,2a 6n 6dth N ovem2b0e2ra6,n,p d u rstuoaR netg ul3a0ot fi on theS ecuraintdEi xecsh aBnogaeor fdI nd(iLai sOtbilnigg aatnidDo inssc lRoesquurier ements) Regula2t0i1ow5ne,ws i,st hoi nfotrhmat thc eo mpahnaryse ceived LOebtswteiertr'vhn a ot ion objecftrioNomSn oE'n N ovem0b6e2,r0 2a6sr, e quuinrdeReder g ul3a7t(io1oft)n h S eE B(IL isting ObligaantdDi iosncsl Roesquurier eRmeegnutlsa2)t0 i1io5nrn esl,a ttoti hopenr opoSscehdeo mfe AmalgamoafAt nidohnCr eam enLtism i(tTerda nsCfoemrpoawrni yt)Sh a gCaerm enLtism ited (TranCsofmepraeCneoy po)yft. h lee titesen rc lfoosre dky ioinundrf oramnardte icoonr ds. Thper opoSscehdei msseu bjteosc tta tauntrdoe rgyu laaptporrouyvn adalepsrp lilcaawibsnl,ce l uding thaep prooftv haNelC LT. Wer equyeostutok intdaltkyhe ae b oivnef oromnar teicoonr d. Thanking you Youfrasi thfully FvoArN DH�CREAM ENL MTIIST ED G.TIRURPAAOTI CompSaencyr etary MemberNsoh.iFpC S-2818 EncAlsa: b ove RegisterOeffidc e:P lNootI. I RI,o aNdo1 .0 J,u bHiillHelyesd ,e r-a5b0a0d0 33,TIenldPaihnaog.+na 9en1:a- ,4 0-2233335511I55F 77a1+2x,9 : 1 -40-23356573 E-mianivle:s torcell@aInW dehbrsawicwtewem.:ea nntdsh.rcaocImeC mIeNLn:2t 6s9.4I9c2 3oT6mSP IL7 C823I 0G STI3N6:A ABCA9263D2ZS Work:sS rDiu rCgeam eWnotr SkrsDi,u rgapSurrianPmao,gsD atar,c heMpaanldPlaaill ,nD aidsut- 5r2i2c4tA1 n4d,hP rraa desh. Pho+n9le8 :-6 49-225574744I14F ,2a + x9:1 -8649I-G 2S5T7I34NA72:A 8 B CA9263D2ZQ Vi zag:Y iUsnaCikethm aeW notr kPsa,r luVpiallDleuamrg gea,n agar Pos-5t3,0 0YA2in9sd,ahP krrhaaa dpeasthn.a m Ref: NSE/LIST/ 55832/55833 November 06, 2026 The Company Secretary The Company Secretary Sagar Cement Limited A ndhra Cements Limited Dear Sir /Madam, Sub: Observation Letter for draft Scheme of Amalgamation between Andhra Cements Limited (“ACL/ Transferor Company”) with and into Sagar Cements Limited (“SAGCEM/ Transferee Company”) and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. We are in receipt of the captioned draft scheme filed by Andhra Cements Limited and Sagar Cements Limited. Based on our letter reference no. NSE/LIST/55832/55833 dated August 24, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, read with Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated October 30, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Companies shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme. b) The Companies shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company. c) The Companies shall ensure compliance with the SEBI circulars issued from time to time. d) The Companies shall duly comply with various provisions of the Circular and ensure that all the liabilities of the transferor Company shall stand transferred to and vested in and be deemed to be transferred to and vested in the transferee company. e) The Companies shall ensure that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval. Non-Confidential Na�onal Stock Exchange of India Limited | Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051, India Tel: +9122 2659 8100 | Fax No. + 91 22 2659 8120 | CIN: L67120MH1992PLC069769 Continuation Sheet Ref: NSE/LIST/55832/55833 November 06, 2026 f) The Companies shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old. g) The Companies shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) The Companies shall ensure to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 - i. Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme. ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods. iii. Basis for arriving at the share swap ratio. iv. Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders. v. Capital built-up of transferor and transferee companies since incorporation and last 3 years. vi. Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years. vii. Value of Assets and liabilities of transferor company that are being transferred to transferee company and post-merger balance sheet of transferee company. viii. Details of potential benefits and risks associated with the amalgamation. ix. Financial implication of the amalgamation on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of transferee company pursuant to merger. Non-Confidential Continuation Sheet Ref: NSE/LIST/55832/55833 November 06, 2026 x. Part B of Schedule I of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered merchant banker after following the due diligence process. i) The Companies shall ensure to disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs. j) The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure L of Exchange checklist. k) The Companies shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only. l) The Companies shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document. m) The Companies shall ensure that the entities involved in the proposed scheme shall not provide any misstatement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter XII of the Operational Circular reference number SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 dated July 29, 2022 (as amended from time to time), for listing [Showing first 8,000 characters — download PDF for full document]