Buyback

ROLEX RINGS LIMITED [CIN: L28910GJ2003PLC041991] Regd. Office:-BEHIND GLOWTECH PRIVATE LIMITED, GONDAL ROAD, KOTHARIA, RAJKOT Phone: (281) 2782577/2782677 Email: compliance@rolexrings.com website. www.rolexrings.com Date: 05/07/2026 The Manager The General Manager Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block-G Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street Bandra East Mumbai 400 001 Mumbai 400 051 Maharashtra, India Maharashtra, India Symbol: ROLEXRINGS Scrip Code: 543325 ISIN: INE645S01024 ISIN: INE645S01024 Sub: Updates regarding the Buyback of up to 10,000,000 (Ten million) fully paid up Equity Shares of the Company of face value of Re. 1/- (Rupee One Only) each at a price of Rs. 180/- (Rupees One Hundred Eighty Only) per Equity Share (“Buyback”) Ref.: Submission of Letter of Offer for Buyback of Equity Shares --------------------------------------------------------------------------------------------------------------------------------- Dear Sir/Madam, Further to our Letter dated June 04, 2026, we are enclosing herewith copy of the Letter of Offer and Tender Forms dated July 05, 2026 in relation to the Buyback.. Further you are requested to take note of the following schedule of activities in relation to the Buyback: Activity Day and Date 1. Buyback Opening Date Thursday, July 09, 2026 2. Buyback Closing Date Wednesday, July 15, 2026 3. Last date of completion of settlement of bids on Designated Stock Wednesday, July 22, 2026 Exchange* *This activity may happen on or before the last date mentioned above. The Letter of Offer and Tender Forms for demat and physical shareholders will be available on the websites of the Company (i.e., www.rolexrings.com), the Securities and Exchange Board of India (i.e www.sebi.gov.in), the Manager to the buyback (i.e. www.equirus.com), Stock Exchanges (i.e. www.bseindia.com, www.nseindia.com) and Registrar to the Buyback (i.e., www.in.mpms.mufg.com). This is for your information and records. Thanking you. Yours faithfully, For and on behalf of Rolex Rings Limited CS Hardik Dhimantbhai Gandhi Company Secretary and Compliance Officer [Membership No. A39931] Encl.: As Above LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND RE QUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is sent to you as an Eligible Shareholder of Rolex Rings Limited (“the Company”) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (as defined below). If you require any clarifications about the action to be taken, you should consult your stockbroker or your investment consultant or the Manager to the Buyback i.e., Equirus Capital Limited (formerly known as Equirus Capital Private Limited), or the Registrar to the Buyback i.e., MUFG Intime India Private limited (Formerly Link Intime India Private Limited). Please refer to the “Definitions” section of this Letter of Offer for the definition of capitalized terms used herein ROLEX RINGS LIMITED Registered Office: B/h. Glowtech Steel Private Limited, Gondal Road, Kotharia, Rajkot - 360 004, Gujarat, India Corporate Office: Near Kotharia Railway Crossing, opposite Hotel Krishna Park, Gondal Road, Kotharia, Rajkot - 360 004, Gujarat, India Corporate Identity Number: L28910GJ2003PLC041991 Contact Person: Hardik Dhimantbhai Gandhi, Company Secretary & Compliance Officer Telephone No.: + 91 – 281 2782677/577; Email: compliance@rolexrings.com; Website: www.rolexrings.com OFFER TO BUYBACK UPTO 10,000,000 (TEN MILLION) FULLY PAID-UP EQUITY SHARES OF HAVING FACE VALUE OF ₹ 1 (RUPEE ONE ONLY) EACH OF THE COMPANY (“EQUITY SHARES”), REPRESENTING 3.67% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE PAID-UP EQUITY CAPITAL OF THE COMPANY, FROM ALL THE ELIGIBLE SHAREHOLDERS (AS DEFINED BELOW) OF THE COMPANY AS ON THE RECORD DATE I.E., FRIDAY, JULY 03, 2026 ON A PROPORTIONATE BASIS, THROUGH THE “TENDER OFFER” ROUTE (AS DEFINED BELOW), AT A PRICE OF ₹ 180.00/- (RUPEES ONE HUNDRED AND EIGHTY ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE CONSIDERATION OF UP TO ₹ 1,800.00 MILLION (RUPEES ONE THOUSAND AND EIGHT HUNDRED MILLION ONLY) EXCLUDING TRANSACTION COSTS (THE “BUYBACK”). 1. The Buyback is in accordance with Article 59 of the Articles (as defined below), Sections 68, 69, 70, 110 and other applicable provisions, if any, of the Companies Act (as defined below), the Share Capital Rules (as defined below), Rule 22 of the Management Rules (as defined below), to the extent applicable, and in compliance with the Buyback Regulations and subject to such other approvals, permissions, consents, exemptions and sanctions, as may be necessary, and subject to any modifications. 2. The Buyback Size (as defined below) represents 20.43% of the aggregate of fully paid-up equity share capital and free reserves as per the audited financial statements of the Company as on March 31, 2025, (the latest audited financial statements available as on the date of the Board meeting held on Thursday, April 23, 2026 recommending the proposal of the Buy Back) and is within the statutory limit of 25% of the fully paid-up Equity Share capital and free reserves (including securities premium account) of the Company, based on audited financial statements of the Company as on March 31, 2025, (the latest audited financial statements available as on the date of Board Meeting recommending the proposal of the Buyback) under the shareholder’s approval route as per the provisions of the Companies Act and SEBI Buyback Regulations. 3. A copy of Public Announcement (as defined below), and this Letter of Offer (including the Tender form) will also be available on the websites of the Company, the Securities and Exchange Board of India, the Registrar to the Buyback, the Stock Exchanges and the Manager to the buyback at www.rolexrings.com, www.sebi.gov.in, www.in.mpms.mufg.com, www.bseindia.com, www.nseindia.com, and www.equirus.com respectively. 4. This Letter of Offer is electronically sent to the registered equity Shareholders of the company as on the Record Date i.e., Friday, July 03, 2026, the “Eligible Shareholders”) in accordance with the Buyback Regulations and such other circulars or notifications, as may be applicable. Further, in terms of Regulation 9(ii) of the Buyback 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 provided in accordance with the SEBI Buyback Regulations and such other circulars or notifications, as may be applicable. 5. The procedure for tendering shares and settlement is set out in paragraph 21 (Procedure for Tendering Shares and Settlement) on page no. 37 of this Letter of Offer. The form of acceptance cum acknowledgement (“Tender Form”) is enclosed together with this Letter of Offer. 6. The payment of consideration is in cash to the Eligible Shareholders. For further details on mode of payment of consideration to the Eligible Shareholders, please refer to paragraph 21.29 (Method of Settlement) on page no. 44 of this Letter of Offer 7. Eligible Shareholders are advised to refer to “Details of Statutory Approvals” as set out in paragraph 18 on page no. 31 of this Letter of Offer and “Note on Taxation”as set out in paragraph 22 on page no. 46 of this Letter of Offer before tendering their Equity Shares in the Buyback. MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK Equirus Capital Limited (Formerly known as Equirus Capital Private Limited) MUFG Intime India Private limited Unit No. 2601 B, 26th Floor, “A” Wing, Marathon Futurex, Mafatlal Mills (Formerly Link Intime India Private Limited) Compound, N. M. Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India C-101, Embassy 247, 1st Floor, L B S Marg, Vikhroli (West), Mumbai 400083, Tel: : +91 22 43320734 (Maharashtra), India Email: rolexrings.buyback@equirus.com Tel: +91 810 811 4949 Investor Grievance Email: investorsgri [Showing first 8,000 characters — download PDF for full document]