Letter of Offer - Rights Issue

Date: July 31, 2026 To, To, Listing/Compliance Department Listing/Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, Dalal Street, G-Block, Bandra-Kurla Complex, Mumbai - 400001 Bandra (E), Mumbai - 400051 BSE Scrip Code: 544459 NSE Symbol: SHANTIGOLD Dear Sir/ Madam, Subject: Submission of Letter of Offer of Rights Issue of the fully paid-up Equity Shares of Shanti Gold International Limited (‘the Company’) This is in continuation to our earlier announcement dated July 31, 2026, wherein the Company has approved Rights Issue of 46,43,471 fully paid-up Equity Shares of the face value of Rs. 10/- each at an issue price of Rs. 215/- each (including the premium of Rs. 205/- each), totally aggregating up to Rs. 99,83,46,265 on rights basis to the eligible equity shareholders of the Company in the ratio of 19 (Nineteen) Rights Equity Shares of ₹10/- each for every 295 (Two hundred and ninety-five) Equity Shares of ₹10/- each of the Company held by the Eligible Equity Shareholders in the Company as on the record date, i.e. August 06, 2026. We wish to inform you that the Board of Directors of the Company, at its meeting held today on July 31, 2026, has approved the Letter of Offer in respect of the aforementioned Rights Issue. In this regard, please find enclosed the soft copy of Letter of Offer dated July 31, 2026. The Company is also submitting this Letter of Offer with Securities and Exchange Board of India (“SEBI”) for its information in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and SEBI Circular bearing no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. This intimation is also being uploaded on the Company’s website at www.shantigold.in. We request you to take the same on record. Thanking you, For Shanti Gold International Limited Vrushti Shah Company Secretary & Compliance Officer Encl: As above LETTER OF OFFER July 31, 2026 For Eligible Equity Shareholders only SHANTI GOLD INTERNATIONAL LIMITED Our Company was originally formed as a partnership firm in the name and style of “M/s Shanti Gold” pursuant to partnership deed dated August 05, 2003 with Pankajkumar H Jagawat and Manojkumar N Jain as its partners. Subsequently, by way of a restated partnership deed dated July 13, 2013, Mukesh Shantilal Jain, Rakesh Shantilal Jagawat, Shashank Bhawarlal Jagawat, Llalet Gulab Jagasia and Vikramsingh Prakash Verma joined as partners and the name of the firm was changed to “M/s. Shanti Gold International”. In accordance with the provisions of Part IX of the Companies Act, 1956, the partnership firm was converted to a public limited company under the name and style of ‘Shanti Gold International Limited’, and a fresh certificate of incorporation dated November 01, 2013 was issued by the RoC. Our Company was granted the certificate of commencement of business on November 22, 2013 by the RoC Mumbai. For further details of our Company, please refer to "General Information" beginning on page 66 of this Letter of Offer. Corporate Identity Number: L74999MH2013PLC249748 Registered Office: Plot No A-51, 2nd Floor to 7th Floor, MIDC, Marol Industrial Area, Road No.-1, Near Tunga International Hotel, Andheri (E), Chakala MIDC, Mumbai – 400093 Telephone: +91 22 4824 9647 | E-mail id: cs@shantigold.in Website: www.shantigold.in; Contact Person: Vrushti Parag Shah, Company Secretary & Compliance Officer PROMOTERS OF OUR COMPANY: MR. PANKAJKUMAR JAGAWAT, MR. MANOJKUMAR N JAIN AND MR. SHASHANK JAGAWAT FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SHANTI GOLD INTERNATIONAL LIMITED (OUR "COMPANY" OR THE "ISSUER") ONLY NEITHER OUR COMPANY NOR OUR PROMOTER HAS BEEN DECLARED AS A WILFUL DEFAULTER OR A FRAUDULENT BORROWER BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY ISSUE OF UP TO 46,43,471 FULLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹10 EACH OF OUR COMPANY (THE "EQUITY SHARES") FOR CASH AT A PRICE OF ₹ 215 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 205 PER EQUITY SHARE) AGGREGATING TO ₹ 998.35 MILLION# ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 19 EQUITY SHARE FOR EVERY 295 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS THURSDAY, AUGUST 6, 2026 (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE REFER TO "TERMS OF THE ISSUE" BEGINNING ON PAGE 122 OF THIS LETTER OF OFFER. # Assuming full subscription. PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES AMOUNT PAYABLE PER RIGHTS EQUITY SHARE FACE VALUE (₹) PREMIUM (₹) TOTAL (₹) On Application 10 205 215 For further details on Payment Schedule, see “Terms of the Issue – Payment Terms” on page 127 GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the 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 the Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the investors is invited to "Risk Factors" beginning on page 33 of this Letter of Offer before making an investment in this Issue. 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 makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respects. 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’ approvals from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide letters dated July 22, 2026 respectively. Our Company will also make applications to the Stock Exchanges to obtain their trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 as amended by SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. For the purpose of this Issue, the Designated Stock Exchange is BSE Limited. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE Aryaman Financial Services Limited Big Share Services Pvt. Ltd. 60, Khatau Building, Ground Floor, Alkesh Dinesh Modi Marg Office No S6 2 6th Floor Pinnacle Business Park Mahakali Caves Fort, Mumbai – 400 001 Road Andheri East Mumbai 400093 Tel No.: +91 22 6216 6999 Telephone: +91 22 62638200 Email: ipo@afsl.co.in Email: rightsissue@bigshareonline.com Website: www.afsl.co.in Website: www.bigshareonline.com Investor Grievance Email: feedback@afsl.co.in Investor grievance e-mail: investor@bigshareonline.com Contact Person: Vatsal Ganatra Contact Person: Mr. Rajesh Kumawat SEBI Registration No. INM000011344 SEBI Registration No.: INR000001385 Validity of Registration: Permanent Validity of Registration: Permanent ISSUE PROGRAMME LAST DATE FOR CREDIT OF RIGHTS ENTITLEMENTS Friday, August 7, 2026 ISSUE OPENING DATE Friday, August 14, 2026 LAST DATE FOR ON MARKET RENUNCIATION OF RIGHTS ENTITLEMENTS Tuesday, August 18, 2026 DATE OF CLOSURE OF OFF-MARKET T [Showing first 8,000 characters — download PDF for full document]