Summary of Resolutions for Shareholder Approval

Item 1: Enhancement in Borrowing Limits (Special Resolution)

Seeks approval to enhance the overall borrowing limit of the Company to ₹2500 crores (Rupees Two Thousand Five Hundred crores) over and above the aggregate of the company's paid-up capital, free reserves, and securities premium. This supersedes a previous limit of ₹800 crores approved on September 02, 2025. The board is authorized to borrow this amount from time to time for business purposes.

Item 2: Creation of Security on Assets (Special Resolution)

Seeks approval to mortgage and/or create a charge on all or any of the company's movable/immovable properties (present and future) to secure the borrowings approved under Item 1, up to the limit of ₹2500 crores.

Item 3: Enhancement of Limits for Loans, Investments, and Guarantees (Special Resolution)

Seeks approval under Section 186 of the Companies Act, 2013, to enhance the limit for granting loans, making investments, and providing guarantees/security to ₹4000 crores (Rupees Four Thousand crores) over and above the aggregate of paid-up capital, free reserves, and securities premium. This supersedes a previous limit of ₹800 crores. This is for investments in body corporates, including subsidiaries, both in India and overseas.

Item 4: Appointment of Mr. Galla Jayadev as Independent Director (Special Resolution)

Seeks approval for the appointment of Mr. Galla Jayadev (DIN: 00143610) as an Independent Director (Non-Executive) for a term of five consecutive years, effective from November 06, 2026, to November 05, 2031. He will be paid sitting fees and profit-related commission as approved by the board.

Item 5: Appointment of Ms. Urkavalan Jeya Santhi as Independent Director (Special Resolution)

Seeks approval for the appointment of Ms. Urkavalan Jeya Santhi (DIN: 11338879) as an Independent Woman Director (Non-Executive) for a term of five consecutive years, effective from November 06, 2026, to November 05, 2031. She will be paid sitting fees and profit-related commission as approved by the board.

Item 6: Change in Designation of Mr. Sunil Kumar Kalidindi (Ordinary Resolution)

Seeks approval for the change in designation of Mr. Sunil Kumar Kalidindi (DIN: 02344343) from Whole-Time Director to Managing Director for a period of five years, effective from November 06, 2026. His remuneration will be a performance-linked bonus plus ₹1 per annum, along with allowances and perquisites within statutory limits. His last drawn remuneration was ₹72.16 Lakhs for FY 2025-26.

Item 7: Change in Designation of Mr. Kartheek Raju Chintalapati (Special Resolution)

Seeks approval for the change in designation and appointment of Mr. Kartheek Raju Chintalapati (DIN: 02921819) from Non-Executive Director to Whole-Time Director (Executive, Promoter Category) for a term of five years, effective from November 06, 2026. His remuneration will be a performance-linked bonus plus ₹1 per annum, along with allowances and perquisites within statutory limits.

Item 8: Fundraising up to ₹3000 Crore (Special Resolution)

Seeks enabling approval to raise funds up to ₹3000 Crores (Rupees Three Thousand Crore) by issuing equity shares and/or other eligible securities through various methods, including a further public offer, preferential allotment, rights issue, private placement, or Qualified Institutions Placement (QIP).

The proceeds are intended for: (i) organic/inorganic growth opportunities and acquisitions; (ii) prepayment/repayment of borrowings; (iii) working capital requirements; (iv) infusion into subsidiaries; (v) capital expenditure; (vi) funding manufacturing facilities; and (vii) general corporate purposes.

If done via QIP, key terms include: allotment only to QIBs; securities to rank pari-passu with existing shares; completion within 365 days of this resolution; a one-year lock-in for allottees; a minimum of 10% allotment to mutual funds; and no allotment to promoters or related parties. The issue price for a QIP would be at or above the QIP Floor Price (as per SEBI ICDR Regulations), with a possible discount of up to 5%.

Postal Ballot and E-Voting Process

  • Cut-off date for determining members entitled to vote: Friday, November 06, 2026.
  • E-voting period: Commences on Wednesday, November 11, 2026, at 9:00 AM and ends on Thursday, December 10, 2026, at 5:00 PM.
  • The notice is being sent electronically to members whose email addresses are registered. Physical copies are not being sent.
  • The company has appointed Mr. M. Damodaran, Managing Partner of M/s M. Damodaran & Associates LLP, as the Scrutinizer.
  • Results will be announced and uploaded on the company website (https://sigmaadvsys.com) within 2 working days of the process conclusion.
  • The resolution shall be deemed passed on December 10, 2026, if approved by the requisite majority.

Rationale (Explanatory Statement)

The company cites its growth and expansion plans in the Aerospace and Defence sector, both organically and inorganically, as the reason for seeking enhanced financial limits (borrowing, investing) and raising capital. The director appointments and designation changes are aimed at strengthening leadership and governance to support this growth strategy. The notice references recent acquisitions, including Nasmyth Group Limited (UK) in October 2025 and Bromford Precision Solutions Limited (UK) in July 2026 for ~GBP 11.89 million (₹153 crore), as part of this expansion.