Updates

August 13, 2026 National Stock Exchange of India Limited Exchange Plaza C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai-400051 Dear Sir, Sub: Undertaking I, Pushpalatha Katkuri, Company Secretary and Compliance Officer of SIS Limited (“the Company”) hereby certify and undertake that with reference to the buyback of equity shares of the Company using “Open Market” purchase through Stock Exchanges, hereby certify that: 1. The Company is in compliance with applicable provisions of SEBI (Buy Back of Securities) Regulations, 2018 and circulars issued thereunder including CHAPTER IV of SEBI (Buy Back of Securities) Regulations, 2018 for Buy-Back from the Open Market, the Companies Act, 2013 and rules issued thereunder and all applicable statutory provisions and will comply with the same at all times during the buy-back process. 2. Any order/ directive from SEBI/ any other regulatory authority relating to the buyback offer of the Company will be filed with the Exchange immediately. 3. The Company will be in compliance with the provisions of Regulation 38 of SEBI (Listing Obligations and Disclosure requirements), 2015 for Minimum Public Shareholding, before proceeding with the buyback and maintain compliance with the said provisions at all times during the continuance of buyback. 4. The Company is in compliance with Regulation 17(iii) of SEBI (Buy Back of Securities) Regulations, 2018. 5. The Company is in compliance with Regulation 20 of SEBI (Buy Back of Securities) Regulations, 2018. 6. The shares of the Company are frequently traded shares in terms of Regulation 16 of SEBI (Buy Back of Securities) Regulations, 2018. 7. The Company shall, within one working day from the date of public announcement, send an intimation through electronic mode regarding the open market buy-back offer to those persons who were its shareholders as on the date of making the public announcement. 8. Inform the shares bought on the Exchange, on a daily basis, in the specified format. 9. Inform the Exchange about the extinguishment of shares bought back, as per the requirements of Buy-Back Regulations. 10. Shall upload the information regarding the shares or other specified securities bought-back on its website on a daily basis. 11. Ensure that the promoter or the persons in control of the Company will not deal in the shares or other specifies securities of the Company in the stock exchange or off-market, including inter-se transfer of shares among the promoters during the period from the date of passing the SIS 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: +91 80 2559 0801 E-mail ID: compliance1@sisindia.com CIN: L75230BR1985PLC002083 resolution by the shareholders of the Company /Board of Directors of the Company till the closing of the offer. 12. No public announcement of buy-back was made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act. 13. Attached is the certified true copy of the Board Resolution passed for Buyback. Sincerely, For SIS Limited Pushpalatha Katkuri Company Secretary SIS 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: +91 80 2559 0801 E-mail ID: compliance1@sisindia.com CIN: L75230BR1985PLC002083 CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT A MEETING OF THE BOARD OF DIRECTORS (“BOARD”) OF SIS LIMITED (“COMPANY”) HELD ON WEDNESDAY, AUGUST 5, 2026, AT A-28 & 29, OKHLA INDUSTRIAL AREA, PHASE – I, NEW DELHI – 110 020 Sub: Approval of the proposal for buyback of the equity shares of the Company, including matters related/incidental thereto (“Buyback”) a) Approval of Buyback “RESOLVED THAT pursuant to the provisions of Article 28 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013 ("Companies Act") and applicable rules made thereunder and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("Buyback Regulations") (including any statutory amendment(s), modification(s) or re- enactments thereof from time to time) and subject to such other approvals, permissions, consents, exemptions and sanctions as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals, permissions, consents, exemptions, and sanctions, which may be agreed to by the Board of Directors of the Company (the "Board" which expression shall be deemed to include any committee constituted by the Board and/or officials, which the Board may constitute/authorise to exercise its powers, including the powers conferred by this resolution), approval of the Board of Directors be and is hereby accorded for the buyback of fully paid up equity shares of the Company having a face value of ₹5/- each ("Equity Share(s)") by the Company from the shareholders/beneficial owners of the Company (other than those who are promoters, members of the Promoter Group or persons in control), at a price not exceeding ₹478.50 (Indian Rupees Four Hundred Seventy-Eight and Fifty Paise only) per Equity Share ("Maximum Buyback Price") payable in cash from the open market through stock exchanges (i.e. through the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), (together "Stock Exchanges") out of free reserves or such other sources as permitted by law, for an amount not exceeding ₹106.00 Crores (Indian Rupees One Hundred and Six Crores only) ("Maximum Buyback Size") excluding any expenses incurred or to be incurred for the Buyback, viz. brokerage, advisor's fees, intermediaries' fees, public announcement publication fees, filing fees, turnover charges, applicable taxes such as tax on distributed income on buyback, securities transaction tax, goods and services tax, income tax, stamp duty and other incidental and related expenses, etc. ("Transaction Costs") representing 9.99% and 4.60% of the total paid-up equity share capital and free reserves (including securities premium account) as per the audited standalone financial statements and audited consolidated financial statements for the financial year ended March 31, 2026 (being the latest audited financial statements of the Company), which is within the maximum amount allowed under the Companies Act and the Buyback Regulations, (hereinafter referred to as “Buyback"). RESOLVED FURTHER THAT at the Maximum Buyback Price i.e., ₹478.50 (Indian Rupees Four Hundred Seventy-Eight and Fifty Paise only) per Equity Share and for the Maximum Buyback Size i.e ₹106.00 Crores (Indian Rupees One Hundred and Six Crores only), the indicative SIS 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: +91 80 2559 0801 E-mail ID: compliance1@sisindia.com CIN: L75230BR1985PLC002083 maximum number of Equity Shares proposed to be bought back are 22,15,256 (Twenty-Two Lakh Fifteen Thousand Two Hundred Fifty-Six only) Equity Shares ("Maximum Buyback Shares"). and if the Equity Shares bought back shall be at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back may exceed the indicative Maximum Buyback Shares (assuming full deployment of the Maximum Buyback Size), but shall always be subject to the Maximum Buyback Size. RESOLVED FURTHER THAT unless otherwise permitted under applicable law, the Company sh [Showing first 8,000 characters — download PDF for full document]