SIS LIMITED — Proxy Solicitation & Information Statement 2024

Feb 8, 2024

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Date: February 8, 2024

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: Notice of Postal Ballot of SIS Limited

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of the Postal Ballot Notice of SIS Limited (“Company”) dated January 30, 2024 (“Notice”) for seeking approval of the Members of the Company by way of a special resolution for re-appointment of Mr. Ravindra Kishore Sinha (DIN: 00945635) as an Executive Director and Chairman of the Company.

In compliance with the provisions of General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs read with SEBI circulars, this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members/List of Beneficial Owners maintained by the Company/Depositories as on Friday, February 2, 2024. Accordingly, physical copy of the Notice along with the Postal Ballot Form and prepaid business reply envelope is not being sent to the members for this Postal Ballot.

The remote e-voting will commence on Friday, February 9, 2024, at 9:00 A.M. and will end on Saturday, March 9, 2024 at 5:00 P.M.

The Notice is available on the Company’s website at www.sisindia.com.

Kindly take note of the same.

Thanking you,

Yours Faithfully,

For SIS Limited

PUSHPA Digitally signed by PUSHPA LATHA LATHA KATKURI Date: 2024.02.08 KATKURI 18:31:33 +05'30'

Pushpalatha K Company Secretary

SIS Limited CIN: L75230BR1985PLC002083

Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 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 Email: compliance1@sisindia.com

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SIS LIMITED CIN - L75230BR1985PLC002083 Registered Office- Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna- 800 010 Ph. No. +91 612 226 6666 Website: www.sisindia.com; E-mail: shareholders@sisindia.com

POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given pursuant to Sections 108, 110 and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the Companies (Management and Administration) Rules, 2014 (“ Rules ”) and the Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ SEBI Listing Regulations ”), that the resolution for re-appointment of Mr. Ravindra Kishore Sinha (DIN: 00945635) as an Executive Director and Chairman of the Company is proposed for approval of the members of SIS Limited (“ Company ”) through postal ballot by remote e-voting process (“ e-voting ”).

The members shall exercise their right to vote on the matters included in the Notice of Postal Ballot (“ Notice ”) through electronic means i.e., through e-voting services provided by Central Depository Services (India) Limited (‘ CDSL ’). The e-voting period commences on Friday, February 9, 2024 at 9.00 A.M. IST and ends on Saturday, March 9, 2024 at 5.00 P.M. IST . Members are requested to carefully read the instructions given in this Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5.00 P.M. IST on March 9, 2024. Remote e-voting will be blocked by CDSL immediately thereafter and will not be allowed beyond the said date and time.

SPECIAL BUSINESS:

Item No. 1: Re-appointment of Mr. Ravindra Kishore Sinha (DIN: 00945635) as an Executive Director and Chairman of the Company

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

“RESOLVED THAT in accordance with the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with Schedule V to the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for

the time being in force), the approval of the Members be and is hereby accorded for the reappointment of Mr. Ravindra Kishore Sinha (DIN: 00945635) as an Executive Director and Chairman of the Company, for a further period of 5 years, on completion of his present term of office i.e. with effect from May 15, 2024, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, on the terms and conditions as set out in the Explanatory Statement annexed to the Notice hereunder.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable, or expedient to give effect to this resolution.”

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

Place : Delhi Date : January 30, 2024

By Order of the Board For SIS Limited Pushpalatha Katkuri Company Secretary

NOTES:

1. The explanatory statement pursuant to Sections 102 and 110 of the Act, along with details in terms of Regulation 36(3) of the LODR Regulations, stating all material facts and the reasons for the proposal set out in Resolution No. 1 is annexed herewith.

2. In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. The Postal Ballot Notice is being sent to the members of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on February 2, 2024. Members who have not registered their e-mail address are requested to follow the process provided in the Notes below to receive this Notice and login ID and password for remote e-voting.

3. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.sisinida.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 CDSL, www.evotingindia.com.

4. In accordance with the provisions of the MCA Circulars, members can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to members for this postal ballot. Members whose names appear on the Register of Members/List of Beneficial Owners as on February 2, 2024 (“cut-off date”) will be entitled to cast their votes by e-voting.

5. Resolutions passed through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.

6. The voting rights for the Equity Shares of the Company are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of

Equity Shares registered in the name of the members as on the cut-off date. A person who is not a member on the relevant date should treat this notice for information purpose only.

1. In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations, the Company has provided the facility to the members to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by CDSL. The instructions for e-voting are provided as part of this Postal Ballot Notice.

2. Members are requested to read the instructions in the Notes under the section “General information and instructions relating to e-voting” in this Postal Ballot Notice. Members are requested to cast their vote through the e-voting process not later than 05:00 P.M. IST on March 9, 2024, to be eligible for being considered, failing which it will be strictly considered that as vote has not been received from the member.

3. The Scrutinizer will submit his report to 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 announced on March 11, 2024. The declared Results, along with the Scrutinizer's Report, will be displayed on the Company's website under the section 'Investors' (https://sisindia.com/investor-information/), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.

4. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on March 9, 2024, i.e., the last date specified for the receipt of votes through the e-voting process.

5. Additional information in respect of Mr. Ravindra Kishore Sinha, pursuant to the SEBI Listing Regulations, and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, is provided as part of this Notice.

6. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an e-mail to shareholders@sisindia.com.

GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

The e-voting facility will be available during the following period:

• a. Commencement of e-voting – 09:00 A.M. (IST) on February 9, 2024

• b. End of e-voting – 05:00 P.M. (IST) on March 9, 2024

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.

A. LOGIN METHOD FOR E-VOTING FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e- Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

• (i) Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-Voting facility.

• (ii) Pursuant to above said SEBI Circular, Login method for e-Voting for Individual members holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) 2) 3) 4)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasitoken/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e., CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available onwww.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin the system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode withNSDL	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022-23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

B. LOGIN METHOD FOR E-VOTING FOR PHYSICAL SHAREHOLDERS AND SHAREHOLDERS OTHER THAN INDIVIDUAL HOLDING IN DEMAT FORM.

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) Now 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

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

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

If you are a first-time user follow the steps given below:	If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	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.

OR Date of  If both the details are not recorded with the Depository or Company, Birth (DOB) please enter the member id / folio number in the Dividend Bank details field.

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

• (viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders 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.

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

• (x) Click on the EVSN for the relevant on which you choose to vote.

• (xi) 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.

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

• (xiii) 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.

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

• (xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xvi) If a demat account holder has forgotten the 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.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• 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 linked in the login 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.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; shareholders@sisindia.com (designated email address by company), if they have voted from individual tab & not uploaded the same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR REGISTARTION OF E-MAIL ID WITH THE COMPANY/RTA/DEPOSITORIES.

1. Members holding shares in physical mode – Members holding shares in physical mode and who have not updated their e-mail addresses with the Company are requested to visit portal of Link Intime India Pvt. Ltd., Registrar & Share Transfer Agent of the Company at https://web.linkintime.co.in/EmailReg/Email_Register.html and update their respective email address by uploading the requisite documents thereat.

2. Members holding shares in dematerialised mode who have not registered their e-mail address with their Depository Participants (s) are requested to register/update their e-mail address with the Depository Participant(s).

If you have any queries or issues regarding e-voting from the CDSL e-voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 02223058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013.

EXPLANATORY STATEMENT

PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013

Item No. 1: Re-appointment of Mr. Ravindra Kishore Sinha (DIN: 00945635) as an Executive Director and Chairman of the Company

The members, in their annual general meeting held on June 28, 2019, had by way of a special resolution, approved the re-appointment of Mr. Ravindra Kishore Sinha as the Chairman of the Company to hold office for a period of 5 years, effective May 15, 2019, until May 14, 2024, pursuant to the provisions of sections 196, 197, 203 and schedule V of the Act.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on January 30, 2024, has re-appointed Mr. Ravindra Kishore Sinha as an Executive Director and Chairman of the Company for a further period of 5 years at a remuneration of INR 3.5 crores per annum effective May 15, 2024, subject to the approval of the members.

Mr. Sinha, the promoter of the Company, has been associated with it since incorporation. He has over 38 years of experience in the security services business. He served as a Member of Parliament (Rajya Sabha) from Bihar from April 2014 to April 2020 and acted as an advisor to the Ministry of Human Resource Development, Government of India. He holds a bachelor’s degree in arts from Magadh University.

The Board while re-appointing Mr. Sinha as Executive Director and Chairman of the Company, considered his skills, background, experience and contributions during his tenure with the Company.

The principal terms and conditions of Mr. Sinha’s re-appointment are as follows:

Period of re-appointment : From May 15, 2024, to May 14, 2029 (both days inclusive)

Remuneration: INR 3,50,00,000 per annum

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Particulars Amount per
annum
(INR lakhs)
Basic salary 150.12
HRA 75.06
Allowances 114.78
Statutory benefits viz., contribution to 10.04
provident fund, leave encashment and
medical insurance
Total 350.00
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Minimum Remuneration: Notwithstanding anything to the contrary herein above stated, where in any financial year, during the tenure of the Chairman, the Company has no profits, or its profits are inadequate, the Company will pay remuneration by way of salary, including perquisites and allowances, as specified above.

Other Terms of re-appointment :

• a. Insurance premium: As per the policy of the Company

• b. Reimbursement of all legitimate expenses incurred while performing the duties as per the policy of the Company. Such reimbursement will not form part of remuneration.

• c. Contribution to Gratuity: As per the policy of the Company

• d. Either the Company or Mr. Sinha may terminate the appointment by giving 3 months’ notice.

Mr. Sinha has given his consent to act as a Director of the Company, subject to the approval of the members. Mr. Sinha satisfies all the conditions set out in Part 1 of Schedule V to the Act and also conditions set out under Section 196 of the Act for being eligible for his re-appointment. In terms of Section 164 of the Act, he is not disqualified from being re-appointed as a Director.

Mr. Sinha has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority.

Justification under Section 196 (3) of the Act: Based on the reasons stated in the above paragraphs, the Board is of the opinion that the re-appointment of Mr. Sinha as an Executive Director and Chairman will be beneficial to the functioning and growth of the Company, and the remuneration proposed for him is aligned with his capabilities and expertise. Mr. Sinha has demonstrated effective leadership, successfully guiding the Company, resulting in continued growth in both revenue and profits. His appointment as Chairman, despite reaching the age of 70 years, is deemed essential for the Company’s operations.

Considering Mr. Sinha’s outstanding leadership, experience, knowledge, and the current business needs, the Board recommends the special resolution as set out at Item No. 1 of this Notice regarding the re-appointment of Mr. Sinha as an Executive Director and Chairman of the Company for the approval of the members pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V to the Act and Regulation 17 of the SEBI Listing Regulations.

The above may be treated as a written memorandum setting out the terms of re-appointment of Mr. Sinha under Section 190 of the Act. Requisite Notice under Section 160 of the Act proposing the re-appointment of Mr. Sinha has been received by the Company.

The disclosures relating to Mr. Sinha as required under the provisions of SEBI Listing Regulations Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are set out as an Annexure to this Notice.

None of the Directors, Key Managerial Personnel, or their respective relatives, except Mr. Sinha and his relatives Mr. Rituraj Kishore Sinha, Mrs. Rita Kishore Sinha, Ms. Rivoli Sinha, is in any way, concerned or interested, in the resolution set out at Item No.1 of the accompanying notice.

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

Place : Delhi Date : January 30, 2024

By Order of the Board For SIS Limited

Pushpalatha Katkuri Company Secretary

Additional information on director recommended for re-appointment in pursuance of SEBI Listing - Regulations and Secretarial Standard 2 on General Meetings.

Name of the Director	Mr. Ravindra Kishore Sinha
DIN	00945635
Date of Birth and Age	September 22, 1951 72 Years
Qualification	Bachelor’s degree in arts from Magadh University
Date of First Appointment on the Board	January 2, 1985
Brief Resume	Mr. Sinha, the promoter of the Company, has been associated with it since incorporation. He has over 38 years of experience in the security services business. He served as a Member of Parliament (Rajya Sabha) from Bihar from April 2014 to April 2020 and acted as an advisor to the Ministry of Human Resource Development, Government of India.
Nature of expertise in specific functional areas	Finance, Governance, Leadership, Board Experience, Strategy and M&A, Risk Management, Marketing, Supply Chain, Sustainability and Subject Expertise.
Skills and Capabilities for the role and the manner in which the proposed person meets such requirements	Refer to Item No. 1 of the Notice and Explanatory Statement
Terms of re-appointment	Re-appointment as an Executive Director and Chairman of the Company for a period of 5 years commencing from May 15, 2024.
No. of Board Meetings attended during FY 2023-24 (upto the date of this Notice)	Attended all 5 Board meetings held during the period.
Relationship with Directors and Key Managerial Personnel	 Spouse of Mrs. Rita Kishore Sinha, Non-Executive Director  Father of Mr. Rituraj Kishore Sinha, Managing Director, and  Father of Ms. Rivoli Sinha, Non-Executive Director
Details of resignation from listed entities in past three years	None
Directorships in other Companies	 SIS Cash Services Private Limited  SIS Prosegur Holdings Private Limited  Adi Chitragupta Finance Limited  ACFL Home Loan Limited  SIS Group Enterprises Limited  SIS Prosegur Cash Logistics Private Limited  Saksham Bharat Skills Limited  Vocational Skills Council India Private Limited  SIS Asset Management Limited  Vital Call Private Limited  Tech SIS Limited  Kaya Kalp Drugless Healing Private Limited  SMC Integrated Facility Management Solutions Limited

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 Terminix SIS India Private Limited
 Ritu Raj Resorts Limited
 Livebihar Digital Network Private Limited
 A2dya Milk and Organic Products Private Limited
Membership/ Chairpersonship of Chairman of the Corporate Social Responsibility Committee of the
the Board Committees Company
Remuneration last drawn FY2022 2,27,11,584
-
23 (in INR)
Number of Equity Shares held in 5,66,18,087
the Company
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