SIS LIMITED — Proxy Solicitation & Information Statement 2020

Dec 1, 2020

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Date: December 1, 2020

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 NSE Symbol: SIS BSE Code: 540673

Dear Sir/Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

This is further to our letter dated October 29, 2020, informing the Stock Exchanges about the decision of the Board of Directors of the Company for change of name of the Company and consequent amendments to the Memorandum of Association and Articles of Association of the Company, and amendment of the Objects Clause and Liability Clause of the Memorandum of Association.

In terms of Regulation 30 of the SEBI Listing Regulations, we enclose a copy of the Postal Ballot Notice dated November 23, 2020 sent to the Shareholders today.

In compliance with the Ministry of Corporate Affairs Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020 and Circular No. 33/2020 dated September 28, 2020, this Postal Ballot notice (“Notice”) is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, you may register on or before Thursday, December 24, 2020 (“Cut-off date”) , to receive this Notice and the procedure for remote e-voting along with the login ID and password for remote e-voting by completing the process for registration of e-mail address as provided in the notes to the Notice.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing e-voting facility to all its members. The voting period will commence on Wednesday, December 2, 2020 (from 09:00 hrs. IST) and will end on Thursday, December 31, 2020 (at 17:00 hrs. IST).

The Postal Ballot Notice has been made available on the website of the Company, www.sisindia.com and on the website of CDSL, www.evotingindia.com.

Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore 560 001 Karnataka Registered office: Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801

CIN: L752308R1985PLC002083

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This is for your information and records.

Thanking you.

Yours Faithfully, For Security and Intelligence Services (India) Limited

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Pushpalatha K Company Secretary

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Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore 560 001 Karnataka

Registered office: Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801

CIN: L752308R1985PLC002083

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SECURITY AND INTELLIGENCE SERVICES (INDIA) LIMITED CIN - L75230BR1985PLC002083 Registered Office- Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna- 800 010

Ph. No. +91 612 226 6666 Fax. +91 612 226 3948 Website: www.sisindia.com; E-mail: shareholders@sisindia.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“ Act ”), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020 and Circular No. 33/2020 dated September 28, 2020 in relation to “clarification on passing of ordinary and special resolutions by companies under the Act and the rules made thereunder” issued by the Ministry of Corporate Affairs (“ MCA Circulars ”), that the resolutions provided below for change of name of the Company and consequent amendments to the Memorandum of Association and Articles of Association of the Company, and amendment of the Objects Clause and Liability Clause of the Memorandum of Association are proposed to be passed as Special Resolutions by the Members of Security and Intelligence Services (India) Limited (“ Company ”) through Postal Ballot only by voting through electronic means (“ remote e- voting ”).

SPECIAL BUSINESS:

Item No. 1: Change of name of the Company from “Security and Intelligence Services (India) Limited” to “SIS Limited” and consequent amendments to the Memorandum of Association and Articles of Association of the Company

To consider and, if thought fit, to pass with or without modification (s), the following as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 13, 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, and subject to the approval of the Registrar of Companies/Ministry of Corporate Affairs, Stock Exchanges, and other necessary approvals, consents, permissions and sanctions as may be required in this regard from any appropriate authority, approval of the Members be and is hereby accorded to change the name of the Company from “Security and Intelligence Services (India) Limited” to “SIS Limited”.

RESOLVED FURTHER THAT, the Name Clause being Clause I of the Memorandum of Association be altered and substituted by the following clause:

• I. The name of the Company is “SIS LIMITED”.

RESOLVED FURTHER THAT, in terms of the provisions of Section 14 of the Companies Act, 2013, the name of ‘Security and Intelligence Services (India) Limited” wherever it appears in the Articles of Association of the Company, be substituted by the new name “SIS Limited”.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorised to take all the requisite, incidental, consequential steps to implement the above resolution and to do all such acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the above resolutions.”

Item No. 2: Amendment of the Objects Clause of the Memorandum of Association of the Company

To consider and, if thought fit, to pass with or without modification (s), the following as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the existing Clause III (A) (ii) of the Main Objects of the Memorandum of Association (“MOA”) of the Company be altered by replacing the same with the following clause:

“III (A) (ii) To arrange, and deploy, security staff with or without equipment or machinery or electronics or in any combination of means or in any form or manner whether physically or remotely or otherwise whatsoever by whatever name called, including but not restricted to integrated and turnkey electronic security and surveillance solutions, alarm monitoring and response services and electronic security services, for personal, retail, industrial, commercial, government and all other purposes and to do and act as security consultants, investigators, advisors on security and personnel matters and in general to carry on the business of Private Security Agency within the state of Bihar or elsewhere within India.”

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorised to take all the requisite, incidental, consequential steps to implement the above resolution and to do all such acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the above resolutions.”

Item No. 3: Alteration of the Liability Clause of the Memorandum of Association of the Company

To consider and, if thought fit, to pass with or without modification (s), the following as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the existing Clause IV of the Memorandum of Association (“MOA”) of the Company be altered by replacing the same with the following clause:

“ IV. The liability of the members is limited, and this liability is limited to the amount unpaid, if any, on the shares held by them”.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorised to take all the requisite, incidental, consequential steps to implement the above resolution and to do all such acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the above resolutions.”

By Order of the Board For Security and Intelligence Services (India) Limited

Registered Office: Annapoorna Bhawan Telephone Exchange Road, Kurji Patna – 800 010

Place : Bangalore Date : November 23, 2020

Pushpalatha Katkuri Company Secretary

NOTES:

• a. The Explanatory Statement pursuant to Sections 102 of the Act stating all material facts and the reasons for the proposal is annexed hereto.

• b. In compliance with the MCA Circulars, this Postal Ballot notice (“ Notice ”) is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Accordingly, the communication of the assent or dissent of the Members would only take place through the remote e-voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes below to receive this Notice and login ID and password for remote e-voting.

• c. The Notice is available on the Company’s website www.sisindia.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Central Depository Services (India) Limited (“ CDSL ”) www.evotingindia.com.

• d. Members whose names appear in the Register of Members/Register of Beneficial Owners as on Friday, November 27, 2020 (" cut-off date ") will be entitled to cast their votes by e- voting. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the Member(s). Voting rights shall be reckoned on the paidup value of the shares registered in the name(s) of the Members(s) as on the cut-off date.

• e. If your e-mail address is not registered with the Company/Depositories, you may register on or before Thursday, December 24, 2020, to receive this Notice and the procedure for remote e-voting along with the login ID and password for remote e-voting by completing the process for registration of e-mail address as under:

• a. Visit the link https://linkintime.co.in/EmailReg/Email_Register.html

• b. Select ‘Security and Intelligence Services (India) Limited’ from drop down box.

• c. Enter the DP ID, Client ID (in case shares are held in Electronic form), Folio number and Certificate number (in case shares are held in Physical form).

• d. Enter your name, PAN, Mobile Number, and e-mail address.

• e. Click on continue button.

After successful registration of the e-mail address, a copy of this Notice along with the remote e-voting user ID and password will be sent to your registered e-mail address. In case of any queries, Members may write to shareholders@sisindia.com.

• f. The Board of Directors had appointed Mr. Sudhir V Hulyalkar (FCS No. 6040, CP No. 6137), Company Secretary in Practice, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

• g. The Scrutinizer will submit his report to the Chairman, or any other person authorised by the Chairman, after completion of the scrutiny of the votes cast through e-voting. Based on the Scrutinizer's Report, the Results of the e-voting will be declared on or before Saturday,

January 2, 2021. The declared Results, along with the Scrutinizer's Report, will be available forthwith on the Company's website under the section 'Investors' and will also be forwarded to the National Stock Exchange of India Limited and the BSE Limited, where the Company's shares are listed. CDSL engaged by the Company for facilitating e-voting, will also display these Results on its website www.evotingindia.com.

• h. The document referred to in the Notice and the Explanatory Statement i.e. the Memorandum and Articles of Association of the Company is uploaded on the website of the Company www.sisindia.com/investors/investor-information/company-announcement to facilitate online inspection until last date of e-voting.

• i. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e. Thursday, December 31, 2020.

j. INSTRUCTIONS FOR E-VOTING:

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108, 110 and other applicable provisions of the Act, read with the relevant Rules, the Company is pleased to provide e-voting facility to all its members, to enable them to cast their votes electronically. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to all its members.

The instructions for members voting electronically are as follows:

• (i) The voting period will begin on Wednesday, December 2, 2020 (from 09:00 hrs IST) and will end on Thursday, December 31, 2020 (at 17:00 hrs IST). During this period, members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) The cut-off date for e-voting facility is Friday, November 27, 2020 and members whose names appear in the register of members of the Company/in the register of beneficial owners maintained by the Depositories will be entitled to avail the service.

• (iii) The members should log on to the e-voting website www.evotingindia.com

• (iv) Click on “Shareholders / Members” tab.

• (v) Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Members holding shares in Physical Form should enter Folio Number registered with the company.

• (vi) Next enter the Image Verification as displayed and Click on Login.

• (vii) If you are holding shares in DEMAT form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• (viii) If you are a first-time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (ix) After entering these details appropriately, click on “SUBMIT” tab.

• (x) Members holding shares in physical form will then directly reach the company selection screen. However, members holding shares in DEMAT form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the DEMAT holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e- voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (xi) For members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xii) Select EVSN of “Security and Intelligence Services (India) Limited”.

• (xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• (xviii) If DEMAT account holder has forgotten the changed login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xix) Members can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• (xx) Note for Institutional Members (Non-Individual and Custodians)

• Institutional members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

• (xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunders (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (02223058542).

EXPLANATORY STATEMENT

PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

The Company was originally incorporated as ‘Security and Intelligence Services (Eastern India) Private Limited’ on January 2, 1985 and the name of the Company was changed to ‘Security and Intelligence Services (India) Private Limited’ on May 27, 1992.

Subsequently, the name of the Company was changed to ‘Security and Intelligence Services (India) Limited’ on July 29, 1993 upon conversion of the Company into a public limited company.

Recently, the Licensing Authorities of several States have amended the respective rules under the Private Security Agencies (Regulation) Act, 2005 to restrict/prohibit the use of words like “Detective”, “Intelligence”, “Investigation”, “Surveillance”, “Interrogation”, etc. as part of their name. In view of these amendments, the Company is required to amend its name to remove the word “Intelligence”.

Further, over the last several years, there has been a significant change in the profile of the Company and the nature and scope of services offered to clients and the Company, directly and through its subsidiaries, Joint Venture and Associate companies (“SIS Group”) is engaged in the business of providing more than just security and has a portfolio of services which includes Security solutions, Facility Management, Pest Control, Cash Logistics Services and Alarm & Monitoring Response Services across India. The Company also provides Security and Alarm Monitoring & Response Services through its subsidiaries in Australia, Singapore, and New Zealand.

As a brand and by recall, the Company is widely known as “SIS” among its customers, investors, bankers and the larger investor and analyst community. Over the years, "SIS" as a brand has established itself as one of the most reputed, valuable and well-known brands in the private security and facility management segment, and has earned a tremendous goodwill of its customers, suppliers, and other stakeholders.

Also, the equity shares of the Company, listed on BSE Limited and National Stock Exchange of India Limited, are popularly known with the stock code/symbol "SIS".

With the change in the service profile of the company, its presence in several countries, the Company being known more by its acronym. “SIS”, which is also the brand “SIS” and the existing and potential regulatory issues facing the Company in respect of the licensing authorities in India, it is proposed to change the name of the Company from “Security and Intelligence Services (India) Limited” to “SIS Limited”.

The proposed change of name will not affect any of the rights of the stakeholders of the Company as there will be no change in the business operations/activities of the Company.

The Board of Directors of the Company in their meeting held on October 29, 2020 had, subject to the approval of the Members in accordance with the provisions of the Act, approved change of name of the Company and consequent amendments to the Memorandum and the Articles of Association. Subsequently, the Ministry of Corporate Affairs, vide its letter dated November 17, 2020, has granted in-principle approval and reserved the name “SIS Limited”, subject to approval of the Members and filing of necessary documents.

As per the provisions of the Companies Act, 2013 and the rules made thereunder, approval of the Members is required for change of name of the Company and consequent amendments to the Memorandum and the Articles of Association.

The Board recommends the resolutions set out at Item No. 1 of the Notice for approval of the Members.

None of the Directors, Key Managerial Personnel or their respective relatives, is in any way concerned or interested financially or otherwise in the resolutions set out at Item No. 1 except to the extent of their respective shareholding in the Company as that of every other member of the Company.

ITEM NO. 2 &3

The Company’s business is to, inter alia , provide security solutions. It is, therefore, proposed to amend the Objects Clause of the Memorandum of Association of the Company (“MOA”) to make abundantly clear that the same shall include, the provision of electronic and all forms of security by whatever means and to be performed directly and/or through sub-contracting arrangements with subsidiaries, joint venture companies and other entities.

Further, it is proposed to amend the Liability Clause of the MOA to clarify, that the liability of the members is limited to the amount unpaid, if any, on the shares held by them and to bring it in conformity with the provisions of the Act.

The Board of Directors of the Company in their meeting held on October 29, 2020 had, subject to the approval of the Members, approved the amendment of Objects Clause & Liability Clause of the MOA.

As per the provisions of the Companies Act, 2013 and the rules made thereunder, approval of the Members is required to amend the MOA.

The Board recommends the resolutions set out at Item No. 2 & 3 of the Notice for approval of the Members.

None of the Directors, Key Managerial Personnel or their respective relatives, is in any way concerned or interested financially or otherwise in the resolutions set out at Item No. 2 & 3 except to the extent of their respective shareholding in the Company as that of every other member of the Company.

Registered Office: By Order of the Board Annapoorna Bhawan For Security and Intelligence Services (India) Telephone Exchange Road, Kurji Limited Patna – 800 010

Place : Bangalore Date : November 23, 2020 Pushpalatha Katkuri Company Secretary