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SIS LIMITED Capital/Financing Update 2022

Sep 12, 2022

60900_rns_2022-09-12_4ad52ec9-ed69-43a0-b34d-db9ac3bd9402.pdf

Capital/Financing Update

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Date: September 12, 2022

National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers C-1, Block G, Bandra Kurla Complex, Dalal Street Bandra (E), Mumbai-400051 Mumbai-400001 Company Symbol: SIS Company Code: 540673

Dear Sir/Madam,

  • Sub: Intimation of agreement for acquisition of additional shareholding in Safety Direct Solutions Pty Ltd by SIS Australia Group Pty Limited, a subsidiary of SIS Limited

  • Ref: 1 . Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2. Intimation of agreement for the acquisition of 85% shareholding in Safety Direct Solutions Pty Ltd as per the announcement dated September 1, 2022

3. Update on acquisition of the shareholding of Safety Direct Solutions Pty Ltd as per the announcement dated September 12, 2022

With reference to the above, we wish to inform you that SIS Australia Group Pty Limited (“ SIS Australia Group ”), a subsidiary of SIS Limited has signed Shareholders’ Agreement on September 12, 2022 to acquire an additional 15% shareholding in Safety Direct Solutions Pty Ltd (“ SDS ”).

On completion of the above acquisition, the shareholding of SIS Australia Group in SDS would increase from 85% to 100%.

We enclose herewith the details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 as an Annexure.

This is for your information and record.

Thanking you.

For SIS Limited

PUSHPA Digitally signed by PUSHPA LATHA LATHA KATKURI KATKURI Date: 2022.09.12 21:42:37 +05'30' Pushpalatha K Company Secretary

SIS Limited

(Formerly Security and Intelligence Services (India) Limited) Address for correspondence: #106, 1st Floor, Ramanashree Arcade, 18 MG Road, Bengaluru- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801 E-mail ID: [email protected]

CIN: L75230BR1985PLC002083

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Annexure

Information required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015

a) Name of the target entity, details in brief
such as size, turnover etc.;
Safety Direct Solutions Pty Ltd
For the financial year ended 30thJune 2022, the
revenues were AUD 23 million.
b) whether the acquisition would fall
within related party transaction(s) and
whether
the
promoter/
promoter
group/ group companies have any
interest in the entity being acquired? If
yes, nature of interest and details
thereof and whether the same is done at
“arm’s length”;
The proposed acquisition does not fall within
related
party
transaction(s)
and
the
promoter/promoter group/group companies
of SIS Limited do not have any interest in SDS.
c) industry to which the entity being
acquired belongs;
Critical risk management, medical and training
services
d) objects and effects of acquisition
(including but not limited to, disclosure
of reasons for acquisition of target
entity, if its business is outside the main
line of business of the listed entity);
Strategic fit and complementary to the
“Strategic Medical” business of SIS Group in
Australia. Acquisition will make SIS Group
Australia's
largest
Emergency
Services
provider.
e) brief details of any governmental or
regulatory approvals required for the
acquisition;
All
the required
approvals have been
obtained/will be obtained prior to the
acquisition.
f) indicative time period for completion of
the acquisition;
On or before 30thSeptember 2024
g) nature of consideration - whether cash
consideration or share swap and details
of the same;
Cash consideration
h) cost of acquisition or the price at which
the shares are acquired;
Cost of acquisition will be determined based on
a formula related to the performance of SDS in
2 years.

SIS Limited

(Formerly Security and Intelligence Services (India) Limited) Address for correspondence: #106, 1st Floor, Ramanashree Arcade, 18 MG Road, Bengaluru- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801 E-mail ID: [email protected]

CIN: L75230BR1985PLC002083

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i) percentage of shareholding / control
acquired and / or number of shares
acquired;
SIS Australia Group proposes to acquire an
additional 15% shareholding of SDS through
this transaction
j) brief background about the entity
acquired in terms of products/line of
business
acquired,
date
of
incorporation, history of last 3 years
turnover, country in which the acquired
entity has presence and any other
significant information (in brief);
SDS is a leading provider of critical risk,
medical, training and security services to blue-
chip organisations across Australia. SDS offers
differentiated, highly specialised services to its
clients,
performed
by
experienced
and
credentialed professionals and enabled by a
built built-for-purpose training platform. SDS
has developed a strong client base across the
defence, mining and oil and gas sectors with
long client relationship of 7+ years across the
top 20 clients. The Business currently has a
workforce
of
approx.
390.
SDS
is
headquartered in Perth with operations in
Darwin, Sydney and Cairns.
The revenues of SDS for the past three years
are as follows:
YE June 2022: AUD 23m
YE June 2021: AUD 28m
YE June 2020: AUD 22m

SIS Limited

(Formerly Security and Intelligence Services (India) Limited) Address for correspondence: #106, 1st Floor, Ramanashree Arcade, 18 MG Road, Bengaluru- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801 E-mail ID: [email protected]

CIN: L75230BR1985PLC002083