Key Decisions:
A) Share Buyback Approval
- The Board approved, in principle, a proposal to undertake the company's fifth buyback of fully paid-up equity shares since listing.
- The aggregate amount for the buyback shall not exceed INR 120 crores (Indian Rupees One Hundred and Twenty Crores only).
- The maximum buyback price has been set at INR 478.50 per equity share, representing a 10% premium to the closing price on June 25, 2026.
- The final mode of buy-back and other terms remain subject to:
- Final approval of the Board of Directors
- Approval of the shareholders of the Company by special resolution
- Compliance with the applicable provisions of the Companies Act, 2013
- Compliance with the SEBI (Buy-back of Securities) Regulations, 2018, as amended
- Compliance with other applicable laws
Pre-Buyback Shareholding Pattern (as of June 26, 2026):
- Promoters & Promoter Group: 10,15,45,402 shares (71.86%)
- Foreign Investors (including NRIs, FIIs, Foreign Mutual Funds): 2,21,09,173 shares (15.65%)
- Financial Institutions/Banks & Mutual Funds promoted by Banks/Institutions: 88,89,703 shares (6.29%)
- Others (Public, Public Bodies Corporate etc.): 87,56,472 shares (6.20%)
- Total Outstanding Shares: 14,13,00,750 shares (100.00%)
The actual number of securities to be bought back and the percentage of existing paid-up capital will be determined following completion of the buyback. The post-buyback shareholding pattern will also be ascertained subsequently.
B) Director Continuation Approval
- Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the continuation of Mr. Arvind Kumar Prasad (DIN: 02865273) as Whole-Time Director upon his attaining the age of 70 years.
- His continuation is approved until the end of his current term on April 23, 2027.
- This approval is subject to shareholder approval by way of a special resolution.
Director Profile:
- Mr. Arvind Kumar Prasad has been associated with the Company since 1985 in various capacities.
- He has played a crucial role in introducing innovative practices in the Indian security industry, including pioneering the cost-plus method of pricing.
- He developed in-house software for payroll processing (among the first of its kind) and designed/implemented the ERP system for SIS Group.
- He brings over 37 years of experience in the finance function.
- The company affirms that Mr. Prasad is not related to any other Director of the Company and is not debarred from holding the office of director by virtue of any SEBI order or other authority.