SIS : Postal Ballot

Date: July 13, 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: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is in continuation to our letter dated April 19, 2022 and June 29, 2022, informing that the Board of Directors, at its meeting held on April 19, 2022 and June 29, 2022, has approved the proposal for (a) Re-appointment of Mr. Rituraj Kishore Sinha as Managing Director of the Company; (b) Re-appointment of Mr. Arvind Kumar Prasad as whole-time director of the Company; (c) Appointment of Mr. U. K. Sinha as an Independent Director of the Company; and

1. Buyback of up to 14,54,545 fully paid up equity shares having a face value of INR 5/- each ("Equity Shares") at a price of INR 550/- per Equity Share, on a proportionate basis, through the "tender offer" route in accordance with the provisions of the Companies Act, 2013 and the SEBI (Buy-Back of Securities) Regulations, 2018, as amended, subject to the approval of the Members and other regulatory approvals.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Postal Ballot Notice ("Notice") dated June 29, 2022, along with the explanatory statement, seeking approval of the Members in respect of the resolutions set out in the Notice.

In accordance with the applicable laws, the Notice is being sent by electronic mode only to those members whose names appeared in the Register of Members/List of Beneficial Owners maintained by the Company/Depositories respectively as at close of business hours on Friday, July 8, 2022, i.e., Cut-off date and who have registered their e-mail address with Company and/or Depository Participants.

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

The remote e-voting will commence from 9:00 am on Thursday, July 14, 2022, and will end at 5:00 pm on Friday, August 12, 2022.

Kindly take note of the same.

Thanking you.

Yours Faithfully,

For SIS Limited

Pushpalatha K

Company Secretary

SIS Limited

(Formerly Security and Intelligence Services (India) Limited)

Address for correspondence: #106, 1st 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: [phone] Email: [e-mail]

CIN: L75230BR1985PLC002083

SIS LIMITED

(Formerly known as Security and Intelligence Services (India) Limited)

CIN - L75230BR1985PLC002083

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

Ph. No. [phone] Fax. [phone]

Website: www.sisindia.com; E-mail: [e-mail]

POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and MCA Circulars (as defined below)

Dear Member(s),

NOTICE is hereby given pursuant to Sections 108 and 110 of the Companies Act, 2013 (" Companies Act") and other applicable provisions, if any, of the Companies Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), as amended from time to time, read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021and General Circular No. 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), that the Resolutions for (i) Re-appointment of Mr. Rituraj Kishore Sinha (DIN: 00477256) as Managing Director of the Company; (ii) Re-appointment of Mr. Arvind Kumar Prasad (DIN: 02865273) as a Whole-Time Director of the Company; (iii) appointment of Mr. Upendra Kumar Sinha (DIN: 00010336) as an Independent Director of the Company and (iv) Buyback of up to 14,54,545 Equity Shares having a face value of ₹ 5/- each ("Equity Shares") at a price of ₹ 550/- per Equity Share, on a proportionate basis, through the "tender offer" route in accordance with the Companies Act and the SEBI Buyback Regulations are proposed for approval of the members of SIS Limited ("Company") through postal ballot by remote e-voting process ("e-voting"). The communication of assent or dissent of the Members would take place only through the remote e-voting system.

SPECIAL BUSINESS:

Item No. 1: Re-appointment of Mr. Rituraj Kishore Sinha (DIN: 00477256) as Managing Director of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 read with Schedule V to the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and subject to such other approvals as may be necessary, the approval of the Members be and is hereby accorded for re-appointment of Mr. Rituraj Kishore Sinha (DIN: 00477256) as Managing Director of the Company, for a period of 5 (five) years upon the following terms and conditions including remuneration and perquisites, as set out hereunder:

1. Period:
   5 years effective April 24, 2022 with the liberty to either party to terminate the appointment on three months' notice in writing to the other.
2. Remuneration:
3. 1. Fixed pay comprising basic pay, allowances, perquisites and retirement benefits - ₹ 1,00,00,000 per annum
   2. Variable Pay: ₹ 50,00,000 per annum. The Nomination and Remuneration Committee will determine the amount of variable pay on such pre-agreed parameters as communicated to and agreed with the Managing Director.
4. Other terms:
5. 1. Insurance Premium: As per the policy of the Company
   2. 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.
   3. Contribution towards provident fund and superannuation fund: As per the policy of the Company.
   4. Contribution to Gratuity - As per the policy of the Company.

RESOLVED FURTHER THAT, notwithstanding anything to the contrary herein above stated, where in any financial year, during the tenure of the Managing Director, 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 under Schedule V to the Companies Act or in accordance with any statutory modification(s) thereof.

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

Item No. 2: Re-appointment of Mr. Arvind Kumar Prasad (DIN: 02865273) as a Whole-Time Director of the Company

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

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any of the Companies Act, 2013 ( read with Schedule V to the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and subject to such other approvals as may be necessary, the approval of the Members be and is hereby accorded for re-appointment of Mr. Arvind Kumar Prasad (DIN : 02865273) as a Whole- time Director (designated as Director - Finance) of the Company for a period of 5 (five) years upon the following terms and conditions including remuneration and perquisites, as set out hereunder:

1. Period:
   5 years effective April 24, 2022 with the liberty to either party to terminate the appointment on three months' notice in writing to the other.
2. Remuneration:
3. 1. Fixed pay comprising basic pay, allowances and retirement benefits - ₹ 60,00,000 per annum.
   2. Variable Pay: ₹ 10,00,000 per annum. The Nomination and Remuneration Committee will determine the amount of variable pay on such pre-agreed parameters.
4. Other terms:
5. 1. Insurance Premium: As per the policy of the Company

1. 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.
2. Contribution towards provident fund and superannuation fund: As per the policy of the Company.
3. Contribution to Gratuity - As per the policy of the Company.

RESOLVED FURTHER THAT, notwithstanding anything to the contrary herein above stated, where in any financial year, during the tenure of the Whole-Time Director, 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 under Schedule V to the Companies Act or in accordance with any statutory modification(s) thereof.

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

Item No. 3: Appointment of Mr. Upendra Kumar Sinha (DIN: 00010336) as an Independent Director 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 pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any of the Companies Act, 2013 ("Companies Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and the Articles of Association of the Company, Mr. Upendra Kumar Sinha (DIN: 00010336), who was appointed by the Board of Directors as an Additional Director in the capacity of Independent Director of the Company effective June 29, 2022 and who meets the criteria of independence as provided in Section 149(6) of the Companies Act and regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a period of 3 consecutive years with effect from June 29, 2022, not liable to retire by rotation, upon such remuneration as may be determined by the Board of Directors from time to time within the limits approved by the members.

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

Item No. 4: Buyback of up to 14,54,545 Equity Shares at a price of ₹ 550/- per Equity Share, on a proportionate basis, through the "tender offer" route in accordance with the Companies Act and the SEBI Buyback Regulations

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

"RESOLVED THAT pursuant to the Board Resolution dated June 29, 2022, Article 9.5 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70, 110 and all other applicable provisions, if any, of the Companies Act, 2013 , (the "Companies Act") read with, rules framed under the Companies Act, including the Companies (Share Capital and Debentures) Rules, 2014 (to the extent applicable) (hereinafter referred to as the "Share Capital Rules"), the Companies (Management and Administration) Rules, 2014 and other relevant rules made thereunder, each as amended from time to time and the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("SEBI Buyback Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") (including re-enactment(s) of the Companies Act or the rules made thereunder or the SEBI Buyback Regulations, or the SEBI Listing Regulations) and subject to such other approvals, permissions, consents, sanctions and exemptions as may be necessary and subject to any modifications and conditions, if any, as may be

prescribed by the Securities and Exchange Board of India ("SEBI"), Registrar of Companies, Bihar & Jharkhand at Patna (the "RoC"), BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") and/ or other authorities, institutions or bodies (together with SEBI, BSE and NSE, the "Appropriate Authorities"), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by them while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed and by the board of directors of the Company ("Board", which term shall be deemed to include any committee of the Board and/ or officials, which the Board may constitute/authorise to exercise its powers, including the powers conferred by this resolution) hereby consents and approves the buyback by the Company of its fully paid-up equity shares having a face value of ₹ 5/- (Indian Rupees Five Only) each ("Equity Shares"), not exceeding 14,54,545 Equity Shares (representing 0.99% of the total number of Equity Shares in the total paid-up equity capital of the Company), at a price of ₹ 550/- (Indian Rupees Five Hundred Fifty Only) per Equity Share payable in cash for an aggregate amount not exceeding ₹ 80,00,00,000/- (Indian Rupees Eighty Crores Only), excluding tax payable under Income Tax Act, 1961, as amended and any expenses incurred or to be incurred for the Buyback viz. brokerage costs, fees, turnover charges, taxes such as tax on Buyback, securities transaction tax and goods and services tax (if any), stamp duty, filing fees to SEBI, stock exchange charges, advisors/legal fees, printing and dispatch expenses, if any, public announcement publication expenses and other incidental and related expenses and charges ("Transaction Costs"), which represents 9.85% and 4.07% of the aggregate of the Company's paid-up capital and free reserves as per the standalone and consolidated audited financials of the Company for the year ended as on March 31, 2022 respectively (which is less than 10% of the aggregate of the fully paid-up equity share capital and free reserves of the Company, based on both standalone and consolidated financial statements of the Company , as on March 31, 2022 as per the provisions of the Companies Act and SEBI Buyback Regulations), from all the shareholders/ beneficial owners of the Equity Shares of the Company (except any shareholders/beneficial owners who may be specifically prohibited under the applicable laws by Appropriate Authorities), including promoters (as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended and to be referred as "Promoters") and members of the promoter group, as on a record date ("Eligible Shareholders") to be subsequently decided by the Board ("Record Date"), through the "tender offer" route, on a proportionate basis as prescribed under the SEBI Buyback Regulations (hereinafter referred to as the "Buyback")."

RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the Buyback using the "Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting" notified by the Securities and Exchange Board of India ("SEBI") vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular CFD/DCR2/CIR/P/20l6/131 dated December 9, 2016 and circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13,2021, including any amendments or statutory modifications for the time being in force ("SEBI Circulars")."

RESOLVED FURTHER THAT the Company may Buyback Equity Shares from all the existing Members holding Equity Shares of the Company on a proportionate basis, provided that 15% (Fifteen Percent) of the number of Equity Shares which the Company proposes to Buyback or number of Equity Shares entitled as per the shareholding of small shareholders as on the record date, whichever is higher, shall be reserved for the small shareholders, as prescribed under Regulation 6 of the Buyback Regulations.

RESOLVED FURTHER THAT the Buyback of Equity Shares from non-resident Members of the Company, including Foreign Corporate Bodies ("FCBs"), Foreign Institutional Investors ("FIIs")/Foreign Portfolio Investors ("FPIs"), Members of foreign nationality, etc., shall be subject to such approvals, if any, and to the extent necessary or required from the concerned authorities including approvals from the Reserve Bank of India ("RBI") under the Foreign Exchange Management Act, 1999 and the rules, regulations framed thereunder, if any.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred hereinabove as it may in its absolute discretion deem fit, to any Committee of Director(s)/any one or more Director(s)/Officer(s)/Authorised Representative(s) ("Buyback Committee") of the Company in order to give effect