Date: August 13, 2026

Board Meeting Outcomes

SIS Limited's Board of Directors approved a buyback of equity shares through the following resolutions passed on August 5, 2026:

  • Approval of buyback of fully paid-up equity shares (face value ₹5 each) through open market purchases on NSE and BSE
  • Maximum buyback size: ₹106.00 Crores (excluding transaction costs)
  • Maximum buyback price: ₹478.50 per equity share
  • Indicative maximum number of shares: 22,15,256 equity shares
  • Minimum utilization requirement: 75% of maximum buyback size (₹79.5 Crores)
  • Indicative minimum shares: 16,61,442 equity shares at maximum price
  • Funding sources: Free reserves, current surplus, cash equivalents, internal accruals, liquid resources

Buyback Committee Formation

Constituted a Buyback Committee with the following members:

  • Mr. Rituraj Kishore Sinha, Managing Director (Member)
  • Mr. Arvind Kumar Prasad, Whole-Time Director (Member)
  • Mr. Uday Singh, Independent Director (Member)

Committee authorized to perform all acts related to buyback implementation including:

  • Finalizing terms, schedule, and timeframe
  • Opening and operating necessary accounts
  • Appointing intermediaries and advisors
  • Executing required documents and filings
  • Managing extinguishment of shares

Ms. Pushpalatha Katkuri appointed as Secretary to the Buyback Committee.

Key Resolutions and Confirmations

  • Appointment of Elara Capital (India) Private Limited as Manager to the buyback
  • Appointment of Elara Securities (India) Private Limited as Registered Broker
  • Appointment of MUFG Intime India Private Limited as Investor Service Centre
  • Ms. Pushpalatha Katkuri appointed as Compliance Officer for the buyback
  • Buyback period not to exceed sixty-six working days from opening
  • Board confirmed solvency position and ability to meet liabilities for one year post-buyback

Financial and Regulatory Compliance

  • Maximum buyback size represents 9.99% of total paid-up equity share capital and 4.60% of free reserves (including securities premium) as per March 31, 2026 audited financial statements
  • Debt-to-capital ratio after buyback will not exceed 2:1 based on audited financial statements as of March 31, 2026
  • Company confirmed no defaults in repayment of deposits, debentures, preference shares, dividends, or term loans
  • Company complies with Sections 92, 123, 127 and 129 of Companies Act, 2013
  • Obtained necessary lender consents for the buyback

Operational Details

  • Escrow account to be opened with Yes Bank Limited with deposit of ₹26.50 Crores (25% of maximum buyback size)
  • Trading and Demat account to be opened with Elara Securities (India) Private Limited
  • Mr. Brajesh Kumar (CFO) and Mr. Awadhesh Mohan Bhatnagar (Head - Funding & Treasury) authorized for escrow account operations
  • Mr. Brajesh Kumar (CFO) and Ms. Pushpalatha Katkuri (Company Secretary) authorized for placing buy orders
  • Shares will be bought only from shareholders other than promoters, members of promoter group, or persons in control
  • All bought back shares will be extinguished and not held for reissuance
  • Company will not issue any equity shares during buyback period except for subsisting obligations

Regulatory Undertaking

Ms. Pushpalatha Katkuri, Company Secretary and Compliance Officer, provided undertaking to NSE confirming:

  • Compliance with SEBI (Buy Back of Securities) Regulations, 2018 and all applicable provisions
  • Immediate filing of any regulatory orders/directives related to buyback
  • Maintenance of minimum public shareholding requirements during buyback
  • Daily reporting of shares bought to exchange and website upload
  • Freezing of promoter shares during buyback period
  • No negotiated deals or private arrangements for share purchases