Anjani Portland Cement : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: December 8, 2022

For Eligible Shareholders only

ANJANI PORTLAND CEMENT LIMITED

Anjani Portland Cement Limited was originally incorporated as "Shez Chemicals Limited" on December 17, 1983 as a public limited company under the Companies Act, 1956

with the Registrar of Companies, Andhra Pradesh. Subsequently a fresh certificate of incorporation consequent upon change of name of our Company to "Shez Cements Limited" was issued on October 17, 1985 by the Registrar of Companies, Andhra Pradesh, pursuant to a special resolution passed in the shareholders' meeting held on February

25, 1985. Thereafter, pursuant to a special resolution passed at the Shareholders meeting held on September 30, 1999, the name of our Company was changed to "Anjani Portland Cement Limited", its current name, and a fresh certificate of incorporation consequent upon change of name of our Company was issued on October 7, 1999 by Registrar of Companies, Andhra Pradesh at Hyderabad. For details, including reasons for changes in the name and registered office of our Company, see General Information on Page 41 of this Letter of Offer.

Registered & Corporate Office: 6-3-553, Unit No. E3 & E4, 4th Floor, Quena Square Off. Taj Deccan Road, Erramanzil, Hyderabad - 500 082, Telangana, India.

Tel: + 91 40 2335 3096/ 3106; Contact Person: Subhanarayan Muduli, Company Secretary and Compliance Officer;

E-mail:[e-mail];Website: www.anjanicement.com;Corporate Identification Number: L26942TG1983PLC157712

OUR PROMOTER: CHETTINAD CEMENT CORPORATION PRIVATE LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF ANJANI PORTLAND CEMENT LIMITED (THE "COMPANY" OR

THE "ISSUER") ONLY

ISSUE OF UPTO 1,26,42,848 EQUITY SHARES OF FACE VALUE ₹ 10/- EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 197/- EACH, INCLUDING A SHARE PREMIUM OF ₹ 187/- PER RIGHTS EQUITY SHARE (THE "ISSUE PRICE"), AGGREGATING UPTO

• 24,906.41 LAKHS* ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 (ONE) RIGHTS
  EQUITY SHARE(S) FOR EVERY 2 (TWO) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON, FRIDAY, DECEMBER 16, 2022 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 19.7 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON
  PAGE 129 OF THIS LETTER OF OFFER. * Assuming full subscription

WILFUL DEFAULTER OR A FRAUDULENT BORROWER

Neither our Company, our Promoter nor our Directors are categorised as wilful defaulters or fraudulent borrowers by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

GENERAL RISK

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must

rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" on page 18 of this Letter of Offer.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, and that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together the "Stock Exchanges"). Our Company has received 'in-principle' approval from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated June 28, 2022

bearing reference number DCS/RIGHT/VJ/FIP/2373/2022-23 and June 22, 2022 bearing reference number NSE/LIST/31476, respectively. Our Company will also make application to the Stock Exchanges to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
SAFFRON CAPITAL ADVISORS PRIVATE LIMITED	KFIN TECHNOLOGIES LIMITED
605, Center Point, 6th floor, J. B. Nagar, Andheri Kurla Road,	Selenium Tower - B, Plot 31 & 32,Gachibowli, Financial District,
Andheri (East), Mumbai - 400 059, Maharashtra, India.	Nanakramguda, Hyderabad - 500 032, Telangana, India.
Telephone: [phone]		Telephone: [phone]
Facsimile: NA		Facsimile: NA
E-mail:[e-mail]		Email:[e-mail]
Website:www.saffronadvisor.com		Investor Grievance Email:[e-mail]
Investor grievance:[e-mail]	Website:www.kfintech.com
Contact Person: Gaurav Khandelwal / Elton D'souza		Contact Person: M. Murali Krishna
SEBI Registration Number: INM 000011211		SEBI Registration Number: INR000000221
Validity of Registration: Permanent		Validity of Registration: Permanent
		ISSUE PROGRAMME
ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON**
FRIDAY, DECEMBER 30, 2022		FRIDAY, JANUARY 13, 2023	THURSDAY, JANUARY 19, 2023

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

**Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

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TABLE OF CONTENTS
SECTION I- GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	9
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF
PRESENTATION	11
FORWARD - LOOKING STATEMENTS	13
SUMMARY OF THIS LETTER OF OFFER	15
SECTION II - RISK FACTORS	18
SECTION III - INTRODUCTION	40
THE ISSUE	40
GENERAL INFORMATION	41
CAPITAL STRUCTURE	47
OBJECTS OF THE ISSUE	49
STATEMENT OF SPECIAL TAX BENEFITS	53
SECTION IV - ABOUT THE COMPANY	57
INDUSTRY OVERVIEW	57
OUR BUSINESS	67
OUR MANAGEMENT	76
SECTION V - FINANCIAL INFORMATION	80
FINANCIAL STATEMENTS	80
STATEMENT OF ACCOUNTING RATIOS	81
STATEMENT OF MATERIAL DEVELOPMENTS AFTER MARCH 31, 2022	82
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	84
SECTION VI - LEGAL AND OTHER INFORMATION	111
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	111
GOVERNMENT AND OTHER STATUTORY APPROVALS	119
OTHER REGULATORY AND STATUTORY DISCLOSURES	120
SECTION VII - ISSUE RELATED INFORMATION	129
TERMS OF THE ISSUE	129
SECTION VIII - OTHER INFORMATION	160
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	160
DECLARATION	162

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/ prospective investors only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.

Provided that terms used in the sections/ chapters titled "Industry Overview", "Summary of this Letter of Offer", "Financial Information", "Statement of Tax Benefits, "Outstanding Litigation and Material Developments" and "Issue Related Information" on pages 57, 15, 80, 49, 111, and 129 respectively, shall, unless indicated otherwise,

have the meanings ascribed to such terms in the respective sections/ chapters.

General Terms

Term	Description
"Company" or "our Company" or	Anjani Portland Cement Limited, a public limited company incorporated under
"the Company" or "the Issuer" or	Companies Act, 1956 having its registered office at, 6-3-553, Unit No. E3 & E4, 4th
"Anjani Portland Cement Limited"	Floor, Quena Square Off: Taj Deccan Road, Erramanzil, Hyderabad - 500 082,
	Telangana, India.
"we", "us", or "our"	Unless the context otherwise indicates or implies, refers to our Company.
Company related Terms
Term	Description
Articles / Articles of Association /	Articles / Articles of Association of our Company, as amended from time to time.
AoA
Audited Consolidated Financial	The audited financial statements of our Company and its Subsidiary for the year ended
Statements	March 31, 2022 prepared in accordance with IND AS which comprises the
	consolidated balance sheet as at March 31, 2022, the consolidated statement of profit
	and loss, including other comprehensive income, the consolidated statement of cash
	flows and the consolidated statement of changes in equity for the year ended March
	31, 2022, and notes to the consolidated financial statements, including a summary of
	significant accounting policies and other explanatory information read along with the
	report thereon.
Audit Committee	The Board of Directors of our Company constituted audit committee in accordance
	with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations
	and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing
	Regulations") and Section 177 of the Companies Act, 2013.
Auditor / Statutory Auditor/ Peer	Statutory and peer review auditor of our Company, namely, Ramanatham & Rao,
Review Auditor	Chartered Accountants.
Board/ Board of Directors	Board of directors of our Company including any committee thereof.
Chairperson and Non-Executive	Valliammai Valliappan
Independent Director
Company Secretary and Compliance	Subhanarayan Muduli, the Company Secretary and the Compliance Officer of our
Officer	Company.
Director(s)	The director(s) on the Board of our Company, unless otherwise specified as described
	in the subsection titled "Our Management" on page 76 of this Letter of Offer.
ERP	Enterprise resource planning
Equity Shares	Equity shares of our Company having face value of ₹ 10 each, unless otherwise specified
	in context thereof.
Executive Directors	Executive directors of our Company as described in the subsection titled "Our
	Management" on page 76 of this Letter of Offer.

1

Term	Description
Financial Information	Collectively the Audited Consolidated Financial Statements for the year ended March
	31, 2022 and Unaudited Consolidated Financial Statements for the six months period
	ended September 30, 2022, unless otherwise specified in context thereof.
Independent Director(s)	Independent directors of our Company as defined in the Companies Act and the SEBI
	Listing Regulations as described in the subsection titled "Our Management" on page 76
	of this Letter of Offer.
Key Management Personnel / KMP	Key management personnel of our Company in terms of the Companies Act, 2013 and
	the SEBI ICDR Regulations as described in the subsection titled "Our Management -
	Key Managerial Personnel" on page 76 of this Letter of Offer.
Materiality Policy	For the purpose of this Issue, Materiality Policy means the threshold adopted by our
	Rights Issue Committee in its meeting held on May 12, 2022 in relation to any
	outstanding material litigation involving our Company and it's Subsidiary other than
	proceedings involving issues of moral turpitude, criminal liability, material violation
	of statutory regulations or proceedings related to economic offences. For further
	details, refer to section titled "Outstanding Litigation and Material Developments" on
	page 111.
Memorandum of Association / MoA	Memorandum of Association of our Company, as amended from time to time.
Non-executive Directors	Non-executive Directors of our Company as described in the subsection title
	Management" on page 76 of this Letter of Offer.
Promoter	The Promoter of our Company namely Chettinad Cement Corporation Private Limited.
Promoter Group	Individuals and entities forming part of the promoter group of the Company in
	accordance with Regulation 2(1)(pp) SEBI ICDR Regulations and which are disclosed
	by the Company to Stock Exchanges from time to time.
Registered Office	The registered office of our Company located at 6-3-553, Unit No. E3 & E4, 4th Floor,
	Quena Square Off. Taj Deccan Road, Erramanzil, Hyderabad - 500 082, Telangana,
	India.
Registrar of Companies/ RoC	Registrar of Companies, Hyderabad at Telangana located at 2nd Floor, Corporate
	Bhavan, GSI Post, Tattiannaram Nagole, Bandlaguda, Hyderabad - 500 068,
	Telangana, India.
Rights Issue Committee/ Duly	The Committee of our Board reconstituted through the board resolution dated May 12,
Authorized Committee	2022.
Shareholders/ Equity Shareholders	The Equity Shareholders of our Company, from time to time.
Subsidiary	Companies or body corporates constituting the subsidiary of our Company as
	determined in terms of Section 2(87) of the Companies Act, in our case the subsidiary
	of our Company namely "Bhavya Cements Private Limited".
Unaudited Financial Statements	The unaudited financial statements of our Company and its Subsidiary for the six
	months period ended September 30, 2022 prepared in accordance with IND AS.
Issue related Terms
Term	Description
Abridged Letter of Offer	Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respect to
	the Issue in accordance with the provisions of the SEBI ICDR Regulations and the
	Companies Act.
Additional Rights Equity Shares /	The Rights Equity Shares applied or allotted under this Issue in addition to the Rights
Additional Equity Shares	Entitlement.
Allot/ Allotment/ Allotted	Unless the context otherwise requires, the Allotment of Rights Equity Shares pursuant
	to the Issue.
Allotment Account	The account opened with the Banker(s) to the Issue, into which the Application Money
	lying to the credit of the Escrow account(s) and the Application amounts blocked by
	Application Supported by Blocked Amount in the ASBA Account, with respect to
	successful Applicants will be transferred on the Transfer Date in accordance with
	Section 40(3) of the Companies Act.
Allotment Advice	Note, advice or intimation of Allotment sent to each successful Applicant who has
	been or is to be Allotted the Rights Equity Shares pursuant to the Issue.
Allotment Date	Date on which the Allotment is made pursuant to the Issue.
Allottee(s)	Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment.
Applicant(s) / Investor(s)	Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an
	application for the Rights Equity Shares pursuant to the Issue in terms of this Letter of
	Offer.
Application	Application made through (i) submission of the Common Application Form or plain
	paper Application to the Designated Branch(es) of the SCSBs or online/ electronic
	2