UDAIPUR CEMENT WORKS LIMITED

Registered Office: Shripati Nagar, CFA, P.O. Dabok, Udaipur 313 022, Rajasthan, India; Tel.: +91 294 265 5076
Corporate Office: Nehru House 4, Bahadur Shah Zafar Marg, New Delhi 110 002, Delhi, India; Tel.: +91 11 6820 1861, +91 11 6820 1864
Contact Person: Poonam Singh, Company Secretary and Compliance Officer; E-mail: ucwl.investors@jkmail.com
Website: www.udaipurcement.com; Corporate Identification Number: L26943RJ1993PLC007267
RIGHTS ENTITLEMENT LETTER
Ref.No.: 23208

DP ID - Client ID / Folio No.: IN303028-37752446

Sole/First Holder name : LODHA JAY DHARMENDRAKUMAR

2569 MOTI LODHWAD KADIYANAKA
Address: DARIYAPUR AHMADABAD CITY AHMADABAD
AHMEDABAD
GUJARAT INDIA
380001

Dear Shareholder,
ISSUE OF UP TO 24,91,27,853 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ` 4 EACH OF OUR COMPANY (THE “RIGHTS EQUITY SHARES”)
FOR CASH AT A PRICE OF ` 18 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ` 14 PER EQUITY SHARE) AGGREGATING UP TO ` 448.43
CRORES* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 4 RIGHTS EQUITY SHARE
FOR EVERY 5 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS JUNE 14,
2023 (“RECORD DATE”) (THE “ISSUE”). FOR FURTHER DETAILS, PLEASE SEE “TERMS OF THE ISSUE” ON PAGE 213 OF THE LETTER OF OFFER
DATED JUNE 9, 2023 (THE “LETTER OF OFFER”).
*Assuming full subscription.
You have been sent this letter, the Abridged Letter of Offer and the Application Form enclosed herewith to comply with the provisions of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), and the relevant circulars issued by SEBI from time to
time. The information in this letter and the enclosures is solely intended for distribution to, and use by, Eligible Equity Shareholders as of the Record Date who have provided an
Indian address to our Company or who are located in jurisdictions where the issue of the Rights Entitlement and the offer and sale of the Rights Equity Shares is permitted under
laws of such jurisdiction and does not result in and may not be construed as, a public offering in such jurisdictions. This letter does not constitute an offer of, or a solicitation of
an offer to purchase, the Rights Equity Shares in any jurisdiction where offers or solicitations are not permitted by law. For more details, see “Other Regulatory and Statutory
Disclosures - Selling Restrictions” on page 211 of the Letter of Offer. If you are not permitted to subscribe to Rights Equity Shares or are in any doubt as to whether
you are permitted to subscribe to Rights Equity Shares, please treat this letter and the enclosures as being sent to you for information purposes only and you may
not apply to subscribe to the Rights Equity Shares. This letter and its enclosures, including any copies thereof, should not be reproduced, transmitted or distributed
to any other person.
With reference to above, please find below for your information the details of Equity Shares held by you as on the Record Date, i.e., Wednesday, June 14, 2023, along with
your Rights Entitlements:
Folio Number / DP or Client ID No. of Equity Shares held by you on Record Date, i.e., Wednesday, June 14, 2023 No. of Rights Entitlement

IN303028-37752446 79 63

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website of the Registrar (i.e., https://rights.kfintech.com) by entering
their DP ID and Client ID or Folio Number (for Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date) and PAN. The link for the same
shall also be available on the website of our Company (i.e., www.udaipurcement.com).
Procedure for making an Application in the Issue
In accordance with Regulation 76 of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, all Investors desiring to make an Application in this Issue
are mandatorily required to use the ASBA process. Investors should carefully read the provisions applicable to such Applications before making their Application
through ASBA.
The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to make Applications in this Issue basis the Rights Entitlement credited in
their respective demat accounts or demat suspense escrow account, as applicable. For further details on the Rights Entitlements and demat suspense escrow account, please see
“Terms of the Issue - Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders” on page 226 of the Letter of Offer.
Credit of Rights Entitlements in Demat Accounts of Eligible Equity Shareholders
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars, the credit of Rights Entitlements and Allotment of Rights Equity
Shares shall be made in dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible
Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow account (namely, “Udaipur Cement Works Limited – RE Suspense
Account”) opened by our Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares held in the account of the
IEPF authority; or (b) the demat accounts of the Eligible Equity Shareholder which are frozen or the Equity Shares which are lying in the unclaimed suspense account (including
those pursuant to Regulation 39 of the SEBI LODR Regulations) or details of which are unavailable with our Company or with the Registrar to the Issue on the Record Date;
or (c) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where details of demat accounts are not provided by
Eligible Equity Shareholders to our Company or Registrar to the Issue; or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares
currently under dispute, including any court proceedings, if any.
Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date are requested to provide relevant details (such as copies of self-attested PAN and
client master sheet of demat account etc., details/ records confirming the legal and beneficial ownership of their respective Equity Shares) to our Company or the Registrar to the
Issue not later than two Working Days prior to the Issue Closing Date, i.e., by Monday, July 3, 2023, to enable the credit of their Rights Entitlements by way of transfer from the
demat suspense escrow account to their demat account at least one day before the Issue Closing Date, to enable such Eligible Equity Shareholders to make an application in the
Issue, and this communication shall serve as an intimation to such Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also requested to ensure
that their demat account, details of which have been provided to our Company or the Registrar account, is active to facilitate the aforementioned transfer.
ELIGIBLE EQUITY SHAREHOLDERS WHO HOLD EQUITY SHARES IN PHYSICAL FORM AS ON RECORD DATE AND WHO HAVE NOT FURNISHED
THE DETAILS OF THEIR RESPECTIVE DEMAT ACCOUNTS TO THE REGISTRAR TO THE ISSUE OR OUR COMPANY AT LEAST TWO WORKING
DAYS PRIOR TO THE ISSUE CLOSING DATE SHALL NOT BE ELIGIBLE TO MAKE AN APPLICATION FOR RIGHTS EQUITY SHARES AGAINST
THEIR RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES HELD IN PHYSICAL FORM.
Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date and desirous of subscribing to Rights Equity Shares in the Issue are
advised to send a letter to the Registrar to the Issue containing the name(s), address, email address, contact details and the details of their demat account along with copy of
self-attested PAN and self-attested client master sheet of their demat account either by email, post, speed post, courier, or hand delivery so as to reach to the Registrar to the
Issue no later than two Working Days prior to the Issue Closing Date, so as to enable the credit of their Rights Entitlements in their respective demat accounts at least one day
before the Issue Closing Date.
Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date will not be allowed to renounce their Rights Entitlements in the Issue.
However, such Eligible Equity Shareholders, where the dematerialized Rights Entitlements are transferred from the suspense escrow demat account to the respective demat
accounts within prescribed timelines, can apply for Additional Rights Equity Shares while submitting the Application.
Access to Issue Materials
Investors can access the Letter of Offer, the Abridged Letter of Offer and the Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe for the
Rights Equity Shares under applicable securities laws) on the websites of:
(i) our Company at www.udaipurcement.com;
(ii) the Registrar to the Issue at https://rights.kfintech.com;
(iii) the Lead Manager, i.e., JM Financial Limited at www.jmfl.com;
(iv) the Designated Stock Exchange, being BSE, at www.bseindia.com
Renunciation and Trading of Rights Entitlements
This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements credited to their respective demat account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to provisions of FEMA Rules and other circular,
directions, or guidelines issued by RBI or the Ministry of Finance from time to time. However, the facility of renunciation shall not be available to or operate in favour of an
Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines issued by RBI or the
Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights Entitlements, using the secondary market platform of the
Designated Stock Exchange, being BSE, or through an off-market transfer. In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020,
Shareholders holding Equity Shares in physical form shall be required to provide their demat account details to the Company or the Registrar to the Issue for credit of Rights
Entitlements not later than two Working Days prior to the Issue Closing Date, such that credit of Rights Entitlements in their demat account takes place at least one day before
the Issue Closing Date. For more details, see “Terms of the Issue - Renunciation and Trading of Rights Entitlement - Procedure for Renunciation of Rights Entitlements”
on page 227 of the Letter of Offer.
PLEASE NOTE THAT THE RIGHTS ENTITLEMENTS WHICH ARE NEITHER RENOUNCED NOR SUBSCRIBED ON OR BEFORE THE ISSUE CLOSING
DATE SHALL LAPSE AND SHALL BE EXTINGUISHED AFTER THE ISSUE CLOSING DATE.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of 4 Rights Equity Share for every 5 Equity Shares held on the Record
Date. For Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the Eligible Equity Shareholders is less than 5 Equity Shares or not in the
multiple of 5 Equity Shares, the fractional entitlement of such Eligible Equity Shareholders shall be ignored in the computation of the Rights Entitlement. However, the Eligible
Equity Shareholders whose fractional entitlements are being ignored, will be given preferential consideration for the allotment of one Additional Rights Equity Share each if
they apply for Additional Rights Equity Shares over and above their Rights Entitlements, if any. For further details, see “Terms of the Issue - Fractional Entitlements” on
page 230 of the Letter of Offer.
Issue Schedule
Last date for the credit of Rights Entitlements Tuesday, June 20, 2023 Finalisation of Basis of Allotment (on or about) Thursday, July 13, 2023
Issue Opening Date Wednesday, June 21, 2023 Date of Allotment (on or about) Thursday, July 13, 2023
Last Date for On Market Renunciation of Rights Entitlements# Friday, June 30, 2023 Date of credit of the Rights Equity Shares (on or about) Friday, July 14, 2023
Issue Closing Date* Wednesday, July 5, 2023 Date of listing (on or about) Monday, July 17, 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 but not exceeding 30 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.
Notice to Investors
The distribution of the Issue Materials and the issue of Rights Entitlements and the Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India are
restricted by the legal requirements prevailing in those jurisdictions. Persons into whose possession the Issue Materials may come, are required to inform themselves about and
observe such restrictions.
Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and the Issue Materials will be sent/dispatched only to the Eligible Equity
Shareholders who have a registered address in India or who have provided an Indian address to our Company. In case such Eligible Equity Shareholders have provided their
valid e-mail address, the Issue Materials will be sent only to their valid e-mail address and in case such Eligible Equity Shareholders have not provided their e-mail address,
then the Issue Materials will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them. Those overseas Shareholders who do not update our records
with their Indian address or the address of their duly authorized representative in India, prior to the date on which we propose to dispatch the Issue Materials, shall not be sent
the Issue Materials.
THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND MAY NOT BE OFFERED. SOLD, RESOLD OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE RIGHTS ENTITLEMENTS
(INCLUDING THEIR CREDIT) AND THE RIGHTS EQUITY SHARES ARE ONLY BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE
TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE LAWS OF THE JURISDICTION WHERE
THOSE OFFERS AND SALES OCCUR. THE RIGHTS ENTITLEMENTS AND THE EQUITY SHARES MAY NOT BE RE-OFFERED, RE-SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S.
THE OFFERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF
ANY RIGHTS EQUITY SHARES OR THE RIGHTS ENTITLEMENT FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO
BUY OR TRANSFER ANY OF THE RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT. THERE IS NO INTENTION TO REGISTER ANY PORTION OF THE
ISSUE OF ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED
STATES. ACCORDINGLY, THE OFFER DOCUMENTS AND THE APPLICATION FORM SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO
THE UNITED STATES AT ANY TIME.
For more details, see “Notice to Investors” on page 8 of the Letter of Offer.
In case of any queries, you may contact the Company, Lead Manager or the Registrar to the Issue.
COMPANY LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

UDAIPUR CEMENT WORKS LIMITED JM Financial Limited KFin Technologies Limited

Registered Office: Shripati Nagar, CFA, 7th Floor, Cnergy Selenium Tower-B, Plot 31 & 32
P.O. Dabok, Udaipur 313 022, Rajasthan, India Appasaheb Marathe Marg Gachibowli, Financial District
Tel.: +91 294 265 5076 Prabhadevi, Mumbai 400 025 Nanakramguda, Serilingampally
Corporate Office: Nehru House 4, Maharashtra, India Hyderabad 500 032, Telangana, India
Bahadur Shah Zafar Marg, New Delhi 110 002, Tel.: +91 22 6630 3030 Tel.: +91 40 6716 2222
Delhi, India; Tel.: +91 11 6820 1861, +91 11 6820 1864 E-mail: udaipurcementworks.rights@jmfl.com E-mail: udaipur.rights@kfintech.com
Contact Person: Poonam Singh, Investor grievance E-mail: Investor grievance E-mail:
Company Secretary and Compliance Officer grievance.ibd@jmfl.com einward.ris@kfintech.com
E-mail: ucwl.investors@jkmail.com Contact person: Prachi Dhuri Contact Person: M Murali Krishna
Website: www.udaipurcement.com Website: www.jmfl.com Website: www.kfintech.com
Corporate Identification Number: SEBI Registration: INM000010361 SEBI Registration No.: INR000000221
L26943RJ1993PLC007267
Note: All capitalized terms, unless defined herein, shall have the meaning ascribed to them in the Letter of Offer.
For UDAIPUR CEMENT WORKS LIMITED

Sd/-
Poonam Singh
Company Secretary and Compliance Officer