Submission of Letter of offer for Buy-back of equity shares of the Company

SHARDUL SECURITIES LIMITED CIN : L50100MH1985PLC036937 G 12, Tulsiani Chambers, Nariman Point, Mumbai 400 021 Tel. : 91 22 46032806 or 22-46032807 Email id : investors@ssl.ind.in Website : www.shardulsecurities.com October 12, 2026 BSE Limited PJ Towers, Dalal Street, Mumbai 400 001, Maharashtra, India Scrip Code: 512393 Scrip ID: SHARDUL Sub.: Submission of Letter of Offer pursuant to the provisions of the SEBI (Buy-Back of Securities) Regulations, 2018 (“Buy-back Regulations”) for the Buy-back of Equity Shares of Shardul Securities Limited (the “Company”) Dear Sir / Madam, This is in furtherance to our intimation dated October 1, 2026 on the Public Announcement for Buy-back of 1,92,00,000 (One Crore Ninety Two Lakh Only) fully paid-up equity shares of the Company of face value of ₹2 each at a price of ₹60/- (Rupees Sixty Only) per equity share payable in cash for a total consideration not exceeding ₹115,20,00,00,00 (Rupees One Hundred Fifteen Crore Twenty Lakh only) excluding transaction costs through Tender Offer process using stock exchange mechanism as prescribed under the Buy-back Regulations. With reference to the same, we enclose a copy of the Letter of Offer dated October 12, 2026 (“Letter of Offer”), which is being sent to the shareholders through electronic means. The copy of Letter of Offer and Tender Form will also be available on the website of the SEBI (www.sebi.gov.in), Company (www.shardulsecurities.com), the Manager to the Buyback (www.vivro.net) and the Registrar to the Buyback (www.in.mpms.mufg.com) Kindly receive the same in order and take the same on record. Thanking you. Yours faithfully, For, Shardul Securities Limited Mrs. Daya Bhalia Company Secretary & Compliance officer M. No.: A24205 Encl: a/a LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is being sent to you as a registered Equity Shareholder of Shardul Securities Limited (the “Company”) as on the Record Date (as defined below) or beneficial owners of Equity Shares (as defined below) as on the Record Date (as defined below) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buy-back Regulations”). If you require any clarification about the action to be taken, you should consult your stock broker or your investment consultant or the Manager to the Buy- back i.e., Vivro Financial Services Private Limited or the Registrar to the Buy-back i.e., MUFG Intime India Private Limited. Please refer to the section on “Definitions of Key Terms” on page 2 of this LoF for the definition of the capitalized terms used herein. SHARDUL SECURITIES LIMITED Corporate Identification Number (CIN): L50100MH1985PLC036937 Registered Office: G-12, Tulsiani Chambers 212, Nariman Point, Mumbai 400021, Maharashtra, India. Phone: +91 22 46032806 / 07, Email: investors@ssl.ind.in ; Website: www.shardulsecurities.com Contact Person: Daya Sagar Bhalia, Company Secretary & Compliance Officer OFFER TO BUY-BACK UP TO 1,92,00,000 (ONE CRORE NINETY TWO LAKHS) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹2/- EACH (“EQUITY SHARE(S)”) OF THE COMPANY REPRESENTING 21.94% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL OF THE COMPANY FROM ALL THE ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY, AS ON THE RECORD DATE I.E., THURSDAY, OCTOBER 8, 2026, ON A PROPORTIONATE BASIS, THROUGH THE TENDER OFFER PROCESS USING STOCK EXCHANGE MECHANISM, AT A PRICE OF ₹ 60/- (RUPEES SIXTY ONLY) PER EQUITY SHARE PAYABLE IN CASH FOR AN AGGREGATE CONSIDERATION UP TO ₹1,15,20,00,000/- (RUPEES ONE HUNDRED FIFTEEN CRORE TWENTY LAKH ONLY) EXCLUDING TRANSCATIONS COSTS. AS REQUIRED UNDER THE BUY- BACK REGULATIONS, EQUITY SHARES TO BE BOUGHT BACK ARE DIVIDED INTO TWO CATEGORIES: (I) RESERVED CATEGORY FOR SMALL SHAREHOLDERS; AND (II) GENERAL CATEGORY FOR ALL OTHER SHAREHOLDERS. 1. The Buy-back Offer is being undertaken in accordance with provisions of Article 147 of the Articles of Association of the Company and Sections 68, 69 and 70 and all other applicable provisions of the Companies Act, 2013 (the “Act”) and rules framed thereunder and in compliance with the Buy-back Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Foreign Exchange Management Act, 1999, the RBI Master Direction – Reserve Bank of India (Non Banking Financial Company – Scale Based Regulation) Directions, 2023 and subject to such other approvals, permissions, sanctions and exemptions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (“Board”), which expression shall include any committee constituted/to be constituted by the Board to exercise its powers), and on the terms and conditions (which may be modified based on regulatory requirements).The Buy-back would be undertaken in accordance with SEBI circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular no. CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, SEBI circular no. SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021 and circular SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated March 8, 2023, issued by the Securities and Exchange Board of India (the “SEBI Circulars”), which prescribes mechanism for tendering of shares through online trading platform of the Stock Exchange. In this regard, the Company will request BSE Limited to provide the Acquisition Window (as defined below). For the purpose of this Buy-back, BSE Limited is the Designated Stock Exchange. 2. The Buy-back is further subject to approvals, permissions, consents, exemptions and sanctions as may be necessary and subject to such conditions and modifications, if any, from time to time from statutory, regulatory or governmental authorities as required under applicable laws, including but not limited to Securities and Exchange Board of India (“SEBI”) and the stock exchange where the Equity Shares of the Company are listed i.e. the BSE Limited (“BSE”). 3. The Buy-back Size (as defined below) represents 24.92% and 14.16% of the aggregate of the paid-up capital and free reserves (including securities premium account) of the Company as per the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2026. As per Regulation 4(i) of the Buy-back Regulations, the Buy- back Size is within the statutory limit of 25% of the aggregate of the fully paid-up capital and free reserves of the Company, based on the latest audited standalone and consolidated financial statements of the Company for the year ended March 31, 2026. 4. The Letter of Offer is sent to all the Equity Shareholder(s) / Beneficial Owner(s) of Equity Shares as on the Record Date i.e., Thursday, October 8, 2026 (“Eligible Shareholders”) in accordance with the Buy-back Regulations and such other circulars or notifications, as may be applicable. Further, in terms of Regulation 9(ii) of the Buy-back Regulations, if the Company receives a request from any Eligible Shareholder to dispatch a copy of the Letter of Offer in physical form, the same shall be sent to such shareholder’s registered postal address. 5. For details of the procedure for tendering and settlement please refer to the “Procedure for Tendering Equity Shares and Settlement” on page 38 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the “Tender Form”) along with share transfer form (“Form SH-4”) is enclosed together with this Letter of Offer. 6. For details of the procedure for Acceptance, please refer to the “Process and Methodology for the Buy-back” on page 34 of this Letter of Offer. For mode of payment of cash consideration to the Eligible Share [Showing first 8,000 characters — download PDF for full document]