Dear Members, 


Your Directors are pleased to present the 42nd (Forty-second) Annual Report of SIS
Limited ("Company") together with the audited standalone and consolidated
financial statements for the financial year ended March 31, 2026.


Financial Highlights 


The financial performance of the Company for the year ended March 31, 2026 is
summarized below:

(Amounts in ' Crores, except share data)


  

    

    
Standalone
    
Consolidated
  
  

    

    
2025-26
    
2024-25
    
2025-26
    
2024-25
  
  

    

    
"FY26"
    
"FY25"
    
"FY26"
    
"FY25"
  
  

    
Net Revenue
    
5,456
    
4,931
    
15,982
    
13,189
  
  

    
Revenue Growth %
    
10.6
    
8.6
    
21.2
    
7.6
  
  

    
Earnings before financial charges, depreciation and amortization and
    taxes (IBIIDA)
    
312
    
278
    
717
    
604
  
  

    
Depreciation and Amortization
    
78
    
69
    
215
    
16,4
  
  

    
Financial charges
    
75
    
89
    
175
    
16,1
  
  

    
Others (Other income and effect of business combination)
    
157
    
39
    
48
    
6,8
  
  

    
Share of Profit/ (loss from Associates)
    

    

    
32
    
26
  
  

    
Reported Earnings/ Profit Before Tax (Paid)
    
316
    
159
    
407
    
373
  
  

    
Tax Expenses
    
(56)
    
27
    
(21)
    
88
  
  

    
Operating Profit after Tax 
    
371
    
132
    
428
    
318
  
  

    
Add/ (Less): Exceptional Items
    
270
    
3
    
290'
    
306
  
  

    
Reported Net Earnings/ PAT
    
101
    
129
    
138
    
12
  


AOne time incremental impact due to new labour code.

*A provision of C 314 crore is made for the impairment in the value of Investment in
Uniq Security Solutions Private Limited.

#The Group recorded goodwill impairment losses of C 110.88 crore (Security Services -
India), C044 crore (Facility Management), and C 194.51 crore (Security Services -
international) in the Statement of Profit and Loss.


State of Company's Affairs 


On a standalone basis, the Company's revenues, at C 5,456 crore during the year under
review, increased by 11%, EBITDA at C 312 crore increased by 12% and, profit after tax at
C 101 crore decreased by 22%, as compared to the previous year.

On a consolidated basis, during the year under review, the Group's revenues at C 15,982
crore increased by 21%, EBITDA at C 717 crore increased by 19%, and profit after tax at C
138 crore increased by 1069%, as compared to the previous year.

During the year under review, there was no change in the nature of the business of your
Company.


Operations and Business Performance 


The standalone business, which includes manned guarding and electronic security
solutions, achieved a healthy growth of 10.7% in revenue in FY26 despite multiple economic
headwinds. The business reported an EBITDA of C 311.6 crores at a margin of 5.7% for FY26,
up from C 274.9 crores at an EBITDA margin of 5.6% in FY25.

Despite a challenging business environment, FY26 has been a landmark year as the annual
revenue crossed C 15,981.5 crores. All the business segments reported healthy revenue
growth of 21.2% during the year with an EBITDA margin of 4.5%. The Security Solutions -
International segment was ahead of the pack with 24.1% revenue growth. Security Solutions
- India achieved revenue growth of 22.4% followed by Facility Management Solutions
(11.0%).


Security Solutions - India 


The Group provides security solutions in India through its parent company and its
subsidiaries, SLV Security Services Pvt. Ltd. (now branded as SISCO), Uniq Security
Solutions Pvt. Ltd. (now branded as SISCO), Tech SIS Ltd., SIS Alarm Monitoring and
Response Services Pvt. Ltd. and our recently concluded acquisition of 51% of AP Securitas
Pvt. Ltd. This was our first and largest ever domestic acquisition, after a gap of almost
5 years.

SIS continues to be the largest security service company in India. The superior service
provided to its clients has reinforced this leadership position.

The Security Solutions - India segment recorded its highest ever annual revenue at C
6,826.8 crores, a growth of 22.4% over FY25 revenue primarily due to several significant
wins in segments such as manufacturing, education, retail, ecommerce, construction and
media & entertainment.

There were significant minimum wage revisions in some states like Haryana (~35.0%
increase), and Uttar Pradesh (~18.0% increase). New order wins and minimum wage revisions
had a positive impact on both our revenue and EBITDA. As a result, FY26 EBITDA margins for
the segment stood at 5.1 % at C 351.1 crores.

FY26 results illustrate the predictability and robustness of our business model, which
continues to grow. We continue to invest in in-house technology and derive significant
operational improvements by leveraging technology-based solutions leading to an
improvement in productivity which also contributed to stable operating margins for FY26.

In FY26, we witnessed reasonable organic growth in the Security Solutions - India
business indicating the strength of the SIS sales engine which continues to leverage and
capitalize on the growth of the economy in India.

The number of employees employed by the business segment in India as on March 31, 2026
was 2,49,286.

We continue to focus and invest in our capabilities in electronic security services in
which we operate two businesses.


1. ManTech: Our electronic security business recorded revenue of over C 62.8 crores
for FY26. We continue to sell and provide technology-based security solutions to our
customers to complement manpower deployment and providing customized solutions.

Our electronic security business segment won significant orders from leading PSUs and
private banks, leading to an increase in solutions sales revenue. In the evolving security
landscape, customers have been demanding ManTech solutions wherein security guards are
coupled with and supported by technological solutions to provide a superior and more
efficient outcome for the clients.

Some of the noticeable solutions this year included the use of AI and IoT based PTZ
Cameras, Automated Vehicle Tracking and Wireless Networking Integration for providing
security solutions for solar farms.


2. Alarm Monitoring and Response: We provide an advanced level of security by
seamlessly integrating an AI-enabled monitoring platform with trained response officers to
individual homes, small business establishments, retail chains, bank branches, ATMs,
offices, and commercial establishments, and operate this business under the VProtect
brand. During FY26, we continued to expand our presence in the B2B space and won contracts
in the BFSI segment.

VProtect also operates in the B2C segment and enhanced its B2C presence by entering
newer cities, including Bengaluru, Mumbai and Lucknow.

We have clearly established our capability of providing monitoring and response
services to customer locations and sites pan-India and the number of sites secured by us,
reached over 25,000+ connections as of March 2026. We are confident of strengthening our
presence further in this space with the BFSI and Logistics sector constantly looking at
innovative solutions to help their security needs.


Security Solutions - International 


The Group provides security services internationally through its subsidiaries in
Australia, Singapore, and New Zealand. In Australia, we operate through MSS Security Pty
Ltd and Southern Cross Protection Pty Ltd ("SXP"), in New Zealand through
Platform4Group Limited ("P4G") and in Singapore through Henderson Group. The
Security Solutions - International segment business has recorded its highest-ever annual
revenue at C 6,739.6 crores.

Our Security Solutions - International business continued to demonstrate strong growth
and maintained its No. 1 position in the Australian market. Labour shortages across
international geographies continued to have an impact on the costs. We continue to hold a
leadership position in pure play security & safety services in the APAC region
focusing on regulated markets and generating consistent profitable growth.

The segment continues to demonstrate strong growth. For FY26, the Security Solutions -
International segment recorded a significant number of new order wins. We acquired key
contracts in the segments viz., defense, aviation, energy and steel.

On a consolidated basis, the Security Solutions - International segment, recorded
revenues of AUD 1,150 Million during FY26 against AUD 985 Million in FY25.

We continue to be No.1 in Australia with over 20% market share. SIS International
reported new order wins in FY26 of AUD 181 Million per annum. MSS secured AUD 63 Million
worth of new contracts across the Department of Defence (Australia), Canberra Airport. The
average new sales of the last five years for SIS International have been ~AUD 50 Million.
These wins speak volumes about our customer engagement model.

In New Zealand, P4G continued to build on its market position and client base and
enhanced its market share and service portfolio.

The FY26 EBITDA for the segment was AUD 40 Million (3.5% of revenues) against AUD 36
Million (3.7% of revenues) for FY25. Despite labour shortages the business is trying to
stabilize its operating margins and at the same time has also successfully passed on
record wage increases in its pricing with customers.


Facility Management Solutions 


The Group's Facility Management Solutions business comprizes:

i. SMC Integrated Facility Management Solutions Limited ("SMC"), Dusters
Total Solutions Services Private Limited and Rare Hospitality and Services Private Limited
in the business of housekeeping and cleaning services;

ii. SIS PestX India Private Limited ("PestX"), in the pest control business;
and

iii. Adis Enterprizes Private Limited, specialising in Operations & Maintenance in
the Pharmaceutical vertical.

The Facility Management Solutions business continues to be a high-growth vertical in
the Group's portfolio and is currently the No. 1 facility management provider in India.
The business recorded its highest-ever annual revenues at C 2,493.9 crores in FY26, up
from C 2,247.0 crores in FY25, a growth of 11.0%.

The revenue growth was largely driven by key business segments such as Automotive,
Manufacturing, BFSI, Real Estate, IT, Government, Energy and Oil & Gas.

The One SIS programme, which aims to provide integrated solutions comprising security
services, facility management, pest control and other allied services to clients, under a
common contractual arrangement is spearheaded primarily by the FM business. One SIS
operates in 32 States / UTs pan-India. During FY26, One SIS transitioned from a
conventional IFM provider to a solution-led asset management partner by introducing
advanced audits such as Asset Health Indexing, Energy Optimization Audits, Safety Risk
Mapping and compliance digitization reviews. One SIS entered specialising verticals,
including Renovation and Workplace Transformation, R&M Engineering Services and
Lifecycle Asset Optimization enabling end-to-end asset ownership support. A strong shift
toward data-backed maintenance and site intelligence improved operational predictability
and cost efficiency. These initiatives enhanced client outcomes, deepened engagement and
positioned One SIS as a next- generation, value-driven IFM and Property Management
Company. We achieved a revenue of C 105.0 crores from the One SIS programme, a revenue
growth of 110%, and became EBITDA profitable within 5 years of operations. One SIS
operates at 265 client sites with 122 billing staff. One SIS services Real Estate,
Corporate, Retail, BFSI and Manufacturing clients among others.

SMC is focused on tech-enabled integrated FM solutions. It achieved revenue of C 794.1
crores, year-on-year growth of 13.9%, and an EBITDA of C 45.6 crores at an EBITDA margin
of 5.7%. SMC operates through 29 branches, at 1,500+ customer sites, with a workforce of
~30,000+. SMC services clients across healthcare, railways, manufacturing, retail and BFSI
sectors. Some of its prestigious clients include Ashok Leyland, Samsung, DY Patil, Inorbit
Mall (Vizag & Hubli), Jio World Trade Centre, and Nayara Energy, among others. SMC
offers various technology solutions including iPorter (Uberizing Hospital Operations),
I-QMS (Intelligent Quality Management System), CMMS (Computerized Maintenance Management
System), SSDP (Smart Surface Disinfection Program), Smart SCM (Digital Inventory and
Lifecycle Management).

Our pest control business, PestX, continues to secure large contracts including units
of Mother Dairy, JLL-Cognizant and Ashok Leyland.

We see an increasing trend of large customers looking to consolidate their service
providers to achieve cost savings and be more compliant, which is favorable for organized
players like SIS and our integrated business service solutions offering One SIS. The use
of technology in service delivery is increasing with increasing interest from customers in
more mechanized and advanced facility management solutions.

The consolidated EBITDA of the Facility Management Solutions segment grew by 29.9% from
C 100.0 crores in FY25 to C 129.9 crores in FY26.


Outlook 


Despite heightened global geopolitical uncertainty stemming from multiple wars in the
Middle East (Israel-Iran war), the ongoing Russia-Ukraine conflict, and the consequent
West Asia energy crisis, India is projected to remain the fastest-growing major economy in
the world with real GDP growth of 6.5% - 6.9% in FY2026-27 (IMF, ADB). This outlook
reflects the reduction in additional US tariffs on Indian goods from 50% to 10%, which
improves the export outlook and more than offsets the adverse impact of the Middle East
conflict, alongside resilient domestic private consumption — particularly rural,
boosted by the GST rate cuts (ADB Outlook, Apr. '26), and the economy's relatively limited
dependence on global demand.

India's GDP growth is supported by rising real incomes, and easing monetary conditions,
alongside sustained public investment in infrastructure and a strong services sector.
Momentum is expected to strengthen further to 7.3% in FY2027-28, aided by an expected
once-in-a-decade revision to government salaries and pensions gains from recent trade
agreements, including with the European Union.

Growth supported by more favorable monetary and fiscal policies will boost consumer
confidence. GST relief measures in H2-2025 positively impacted the manufacturing PMI.
Indian exports held up well through mid-2025, helped by tariff-exempt categories like
smartphones and pharmaceuticals, and by shipments brought forward ahead of the tariff
changes. An array of recent measures is incentivizing growth, such as enhanced labour
market flexibility through a revamp of the labour laws, simplification of GST, relaxation
of import restrictions for selected products, and credit relief and support to exporters
affected by US tariffs.

However, geopolitical tensions, escalation of the West Asia energy crisis, renewed
tariff tensions and trade policy uncertainty, higher financial market volatility and
elevated near-term inflation from food and energy prices are key risks to India's economic
outlook.

Overall economic growth of the country directly fuels demand for Security and Facility
Management ("FM") Solutions.

Economic growth boosts demand for security services leading to volume growth for SIS.
The security services industry's formalization augments market share for organized players
like SIS. Rising labour costs are accelerating the shift toward technology-led security.
At the same time, rapid urbanization, smart city projects, and large infrastructure
developments are increasingly adopting e-security solutions, driving growth in the
electronic security market. Together, these trends position the Company well to serve
customers with integrated ManTech security solutions.

Similarly, in the FM vertical, significant growth in the real estate sector on account
of shifting preferences towards a safe, clean, and secure environment represents one of
the primary factors bolstering the market growth in India. The India Facility Management
Market size is estimated at ~US$ 87 Billion in 2026, and is expected to reach ~US$ 124
Billion by 2031, growing at a CAGR of 7.29% during the forecast period (2026-2031).

With the growing popularity of e-commerce / quick commerce platforms, the growth of
GCCs in India, the overall need for infrastructure and organized spaces is increasing,
which is also influencing the FM services market positively. Furthermore, India is
creating world-class facilities with a boom in urban infrastructure projects across the
country which are anticipated to augment the demand for FM services to maintain safety,
health, and productivity.

The security solutions industry is evolving. The announcement of the change in labour
laws represents a significant structural shift for the security solutions industry. It is
expected that they are likely to have a positive impact on the sector over the
medium-to-long term. Although in the short term, labour costs could rise. The new regime,
coupled with the periodic minimum wage increases across states; human resource costs are
increasing Pan-India. This coupled with rapid urbanization, smart city projects and large
infrastructure developments are increasingly adopting e-security solutions driving the
growth of the electronic security market. This positions the Company in a favorable
position to be able to cater to customer requirements with integrated man-tech security
solutions.

The Company is committed to robust organic growth, while selectively pursuing inorganic
opportunities to accelerate market expansion and capabilities. We continue to evaluate
acquisition opportunities with niche capabilities and customer segments which can further
augment our service offerings or presence in specific service segments especially in the
India businesses. Continued investments in technology to improve internal processes and
systems, increasing efficiency and productivity and driving synergies across business
divisions / entities will enable us to achieve cost savings and superior profitability.


Material changes and commitments, if any, affecting the financial position of the
Company from the end of the financial year till the date of the report 


No material changes or commitments that could affect the financial position of the
Company have occurred between the end of the financial year and the date of this report.


Other significant matters since the end of the financial year 


No significant transactions have taken place after the end of the financial year and
until the date of this report.


Dividend and Dividend Distribution Policy 


The Board of Directors, at its meeting held on January 29, 2026, declared an interim
dividend of C 7 (Rupees Seven only) per equity share of face value C 5 (Rupees Five only)
each for the financial year 2025-2026, which resulted in a cash outflow of C 98.86 crores
(including applicable taxes, if any).

As per the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your Company has
formulated a Dividend Distribution Policy. This Policy is available on the Company's
website at https://sisindia.com/policies-and-code-of-conduct/.


Transfer of unclaimed dividend to Investor Education and Protection Fund 


In compliance with the provisions of the Companies Act, 2013 ("Act") and the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules"), the Company has transferred the unclaimed dividend
of C 1,07,712 (Rupees One Lakh Seven Thousand Seven Hundred Twelve Only) to the Investor
Education and Protection Fund on August 26, 2025.

On August 29, 2025, the Company has transferred 872 (Eight Hundred Seventy-Two) equity
shares corresponding to shares on which dividends have remained unclaimed for seven
consecutive years in accordance with the IEPF Rules.


Transfer to reserves 


The Company does not propose to transfer any amount to the general reserve for the year
ended March 31, 2026.


Credit Rating 



  

    
Nature of Instrument
    
Name of Credit Rating Agency
    
Credit Rating Assigned
  
  

    
Non-Convertible Debentures
    
CRISIL Ratings Limited
    
CRISIL AA-/Stable
  



Share Capital 


As of March 31,2026, the authorized share capital of the Company stands at C
1,35,00,00,000 (One Hundred Thirty-Five Crore) divided into 27,00,00,000 (Twenty-Seven
Crore) equity shares of C 5 (Rupees Five) each. The paid-up equity share capital of the
Company is C 70,63,60,795 (Seventy Crore Sixty-Three Lakh Sixty Thousand Seven Hundred
Ninety-Five), consisting of 14,12,72,159 (Fourteen Crore Twelve Lakh Seventy-Two Thousand
One Hundred Fifty-Nine) equity shares of C 5 (Rupees Five) each.

During the year under review, the Company issued and allotted 6,17,570 (Six Lakh
Seventeen Thousand Five Hundred Seventy) equity shares of C 5 (Rupees Five) each pursuant
to the exercise of stock options under the Employee Stock Option Plan.

In addition to the above, the Company bought back 37,12,871 (Thirty-Seven Lakh Twelve
Thousand Eight Hundred Seventy-One) equity shares of face value of C 5 (Rupees Five) each
at a price of C 404 (Four Hundred Four) per equity share, for an aggregate consideration
of C 149.99 crores. The shareholders' payout with respect to dividend and buyback,
including tax on buyback (excluding transaction costs, other incidental and related
expenses) aggregated to C 248.85 crores.

Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise, nor has it issued any sweat equity shares during the year under
review.


Particulars of Loans, Guarantees and Investments 


Pursuant to the provisions of Section 186 of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014, disclosures relating to loans, guarantees and
investments as of March 31, 2026, are provided in the Notes to the standalone financial
statements.


Deposits 


During the year under review, your Company has not accepted or renewed any deposits
within the meaning of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014. Consequently, no deposits and no amount of principal or interest
thereon were outstanding as of the date of the Balance Sheet.


Corporate Governance 


The Company's business and operations are managed by a professional team of managers
led by the Managing Director, under the supervision and control of the Board of Directors.
The Company maintains and adheres to the highest standards of corporate governance as
stipulated by the Securities and Exchange Board of India ("SEBI") and the Act.

A comprehensive report on Corporate Governance, as required under Regulation 34 of the
SEBI Listing Regulations, forms part of this Annual Report. A certificate issued by Mr.
Sudhir Vishnupant Hulyalkar, Practicing Company Secretary, on compliance with the
conditions of Corporate Governance is annexed to the Corporate Governance Report.


Corporate Social Responsibility 


In accordance with the provisions of Section 135 of the Act read with the Companies
(Corporate Social Responsibility) Rules, 2014, the Company has constituted a Corporate
Social Responsibility ("CSR") Committee comprising Mr. Arvind Kumar Prasad, Ms.
Vrinda Sarup and Mr. Uday Singh as its members. The CSR Policy is available on the
Company's website at https://sisindia. com/policies-and-code-of-conduct/.

The SIS Group, comprising SIS Limited and its subsidiaries, associates, and joint
ventures ("SIS Group"), has been at the forefront of bringing social change in
the lives of thousands of people in India. It employs more than 3,00,000 (Three Lakh)
people, the majority of whom come from less privileged sections of society with limited
means for education, development, and livelihood. The SIS Group has played a vital role in
improving the lives of these people through training, development and employment
opportunities.

Our Board of Directors, Management and Employees are committed to the philosophy of
compassionate care. We firmly believe that businesses must give back to society, the
environment and the communities in which they operate. CSR has been an integral part of
the way the SIS Group conducts its business since its inception. The Company has actively
participated in and encouraged skills-based training for individuals from underprivileged
and less developed communities across the country.

The CSR Policy is based on the vision and principles of the SIS Group. The main
objective of this CSR Policy is to lay down guidelines to make CSR a key business process
for sustainable and beneficial engagement with society and the environment in which the
Group operates. It aims to enhance welfare measures for society based on the immediate and
long-term social and environmental consequences of the SIS Group's activities. This Policy
specifies the projects and programmes that can be undertaken, directly or indirectly, the
execution modalities and the monitoring thereof. The scope of the Policy has been kept as
wide as possible, to allow the SIS Group to respond to changing and immediate societal
needs while focusing on specific activities that bring long-term benefit to society.

One of the internal objectives of the CSR Policy is to encourage active participation
from employees at all locations. Employees are encouraged to volunteer their time and
effort in respect of SIS Group sponsored programmes or through their own initiatives. The
Company recognizes and appreciates the contributions of the employees to CSR activities. A
widespread awareness of the CSR initiatives of the SIS Group is created across the
organisation and the SIS Group seeks active and wide participation from employees and
encourages any suggestions and project ideas from them.

A detailed disclosure of the CSR initiatives undertaken by the Company during the year
is annexed herewith as Annexure I.


Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 


The Company is committed to promoting a work environment that ensures every employee is
treated with dignity, respect and provided equitable treatment regardless of gender, race,
social class, disability, or economic status. We prioritize providing a safe and conducive
work environment for our employees and associates. In compliance with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder, the Company adopted a policy on prevention,
prohibition, and redressal of sexual harassment at workplace. Your Company has constituted
Internal Complaints Committees to enquire into complaints received, and to recommend
appropriate actions, in accordance with the requirements of the said Act. Status of
complaints received and resolved during the year are as under:


  

    
No. of complaints outstanding at the beginning of the year
    
1
  
  

    
No. of complaints received during the year
    
12
  
  

    
No. of complaints resolved during the year
    
11
  
  

    
No. complaints outstanding at the end of the year
    
2
  


The pending complaints are under investigation and are being addressed in accordance
with the timelines prescribed under the applicable law.


Nomination and Remuneration policy 

Directors and their Appointment 


In compliance with the provisions of the Act and SEBI Listing Regulations, the
Nomination and Remuneration Committee of the Board approved the criteria for determining
the qualifications, positive attributes, and independence of Directors, including
Independent Directors. This policy, inter alia, requires that Non-Executive Directors,
including Independent Directors, be drawn from eminent professionals with expertize in
business, finance, governance, law, public administration, sustainability and risk
management. It endeavors to create a broad based composition of the Board to ensure right
balance of skills, experience, and diversity of perspectives appropriate to the Company.

The Articles of Association of the Company provide that the strength of the Board shall
not be fewer than three nor more than fifteen directors. Directors are generally appointed
or re-appointed for a period of three to five years or a shorter duration, as determined
by the Board, with the approval of the members.

The Policy relating to remuneration of Directors, Key Managerial Personnel, Senior
Management, and other employees is available on the Company's website at
https://sisindia.com/policies-and-code-of-conduct/.


Business Responsibility and Sustainability Report 


Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, a separate section on
Business Responsibility and Sustainability Report, describing the initiatives taken by the
Company from an environmental, social and governance perspective, forms an integral part
of this Report.

Sustainability for your Company is about being responsible to its various stakeholders
and creating shared value for each of them in a way that reinforces and amplifies our
commitment. Our approach aligns with the ESG framework, which emphasizes creating economic
value in an ecologically sustainable, socially responsible and governance-driven manner.
We extend our considerations beyond economic and financial aspects and address our broader
role in society and the communities in which we operate. Consistent efforts have been made
to minimize environmental footprint, reduce emissions and pollution, and optimize land and
water usage.


Related Party Transactions 


During the year under review, all contracts/arrangements entered into by your Company
with related parties were conducted on an arm's length basis and in the ordinary course of
business. No material related party transactions were entered into by the Company during
the year that required shareholders' approval under Regulation 23 of the SEBI Listing
Regulations.

104

As per the requirements of the Act and SEBI Listing Regulations, all related party
transactions have been approved by the Audit Committee, which reviewed them on a quarterly
basis. Your Company formulated a Policy on Related Party Transactions, which is available
on the Company's website at https://sisindia.com/policies-and-code-of-conduct/.

Since all the contracts/arrangements/transactions with related parties, during the year
under review, were at arm's length and not material, disclosure in Form AOC-2 under
Section 134(3)(h) of the Act, read with the Companies (Accounts) Rules, 2014, is not
applicable to the Company for the financial year 2025-26 and hence does not form part of
this Report. The details of contracts and arrangements with related parties for the
financial year ended March 31, 2026, are provided in the Notes to the Standalone Financial
Statements, which form part of this Annual Report.


Risk Management 


The Board of Directors has approved the risk management policy and the main objectives
of the policy are (a) to identify, assess, quantify, mitigate, minimize and manage key
risks; (b) to establish a framework for the Company's risk management process and ensure
its implementation; (c) to develop risk policies and strategies for timely evaluation,
reporting and monitoring of key business risks; and (d) to ensure business growth with
financial stability.

The Board of Directors has constituted a Risk Management Committee to oversee the risk
management plan.

As on March 31, 2026, the Committee comprizes the following directors:

1. Mr. Upendra Kumar Sinha, Independent Director,

2. Mr. Uday Singh, Independent Director, and

3. Mr. Deepak Kumar, Independent Director.

Mr. Upendra Kumar Sinha is the Chairman of the Committee. The Committee is responsible
for monitoring and reviewing the strategic risk management plans to ensure their
effectiveness.

The Company has a comprehensive risk management framework that is periodically reviewed
by the Committee. Risk evaluation and management are an ongoing process within the
organisation. The Committee periodically reviews identified risks and their mitigation
plans. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.

In the opinion of the Board, there are no material risks that may threaten the
existence of the Company.


Management Discussion and Analysis 


Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a separate section and forms an
integral part of this Report.


Internal Financial Controls 


Our rapid growth, while a matter of great satisfaction, continues to put pressure on
our internal systems and processes. It is crucial that we ensure these systems continue to
keep up with our business growth and that our policies remain relevant in the ever-
changing business landscape. Information systems are being continuously evaluated and
revamped to provide timely and relevant information to various stakeholders, equipping
them with the necessary tools to compete in a challenging market and environment. We
recognize the critical role of IT and information systems in today's world, and we have
several dedicated teams constantly working to enhance and improve these systems to stay
ahead of the rapidly changing environment.

The Company's system of continuous internal audits ensures that the laid-down processes
and practices are followed and complied with and that quality processes are strictly
adhered to. Financial discipline is emphasized at all levels of the business and adherence
to quality systems and a focus on customer satisfaction are critical for the Company to
retain and attract customers and business and these are followed rigorously. At the same
time, the Group is strengthening its core business systems to enhance robustness and
achieve uniformity and consistency in practices and processes across the Group.

An Audit Committee comprising Independent Directors plans and monitors the various
internal audit programmes and reviews the reports and assesses action plans. The
Whole-Time Director and the Chief Financial Officer are invitees to the meetings of the
Committee.

The Internal Auditors, who function independently within the Group, review the adequacy
and efficacy of the key internal controls. The annual audit plan, approved by the Audit
Committee, guides the scope of audit activities. Additionally, the Company engages
professional and reputable audit firms from time to time to conduct internal audits of the
larger and more critical operations of the Group.

In addition to financial audits, quality management system procedures are continuously
audited by internal and external auditors to ensure that the Company's business practices
conform to the requirements of customers.

The Directors believe that the Company has in place adequate internal financial
controls with reference to financial statements. The Company's internal control systems
are commensurate with the nature, size and complexity of its business and ensure the
proper safeguarding of assets, maintenance of proper accounting records and provision of
reliable financial information. The Internal Audit team of the Company evaluates the
effectiveness and quality of internal controls and reports on their adequacy through
periodic reporting. During the year under review, these controls were tested and no
reportable material weakness in the design or operation of such controls was identified.


Subsidiaries and Joint Venture Companies 


As on March 31,2026, the Company has 42 subsidiary companies and 5 joint venture
companies. There have been no material changes in the nature of the business of the
subsidiaries.

During the reporting period, Askara Pty Ltd was deregistered with effect from November
5, 2025 and the following companies became subsidiaries of the Company:

a) A P Securitas Private Limited

b) Proton Facility Solutions Private Limited

c) Scientific Security Management Services Private Limited

d) State Medical Assistance Holdings Pty Ltd

e) Western Australia Patient Transport Pty Ltd

f) State Medical Assistance - Victoria Pty Ltd

g) State Medical Assistance Pty Ltd

h) Clinical Governance Specialists Pty Ltd

In accordance with the provisions of Section 129 (3) of the Act read with the Companies
(Accounts) Rules, 2014, a report on the performance and financial position of each
subsidiary and joint venture company is provided in the prescribed Form AOC-1, in Annexure
II to this Report. In accordance with the provisions of Section 136 of the Act, the
Annual Report of the Company, including the audited standalone and consolidated financial
statements and related information of the Company are available on the Company's website
at https://sisindia.com/annual-report/.

Further, the audited financial statements of the subsidiary companies are also
available on the website of the Company at https://
sisindia.com/financials-subsidiary-companies/.

Dusters Total Solutions Services Private Limited, a wholly owned subsidiary, is
considered as a material subsidiary of the Company. Your Company has, in accordance with
the SEBI Listing Regulations, adopted a Policy for determining material subsidiaries. The
said Policy is available on the Company's website at
https://sisindia.com/policies-and-code-of-conduct/.

The Audit Committee and the Board review the financial statements and significant
transactions of all subsidiary companies. The minutes of unlisted subsidiary companies are
placed before the Board for its review.


People and Training 


We continuously strive to improve and develop tools and processes to recognize and
reward employees at all levels within the Company. We highly value their contribution to
the Company's performance and invest in their training and development programmes
including leadership development initiatives. The Performance Management Process
("PMP") tool implemented across the Group enables us to scientifically measure
and track employee performance at all levels. This approach helps us recognize and reward
performance, retain and attract talent, and establish a common platform for performance
management throughout the Group. As of the end of the year under review, the total number
of employees in the SIS Group exceeded 3,00,000 (Three Lakh).


Particulars of Employees 


The information under Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure
III to this Report.

A separate annexure containing the names of the top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is included in this Annual Report. However, the
Annual Report is being sent to the Members excluding the said annexure. In terms of
Section 136 of the Act, the annexure is available for inspection and any interested member
who wishes to obtain a copy may write to the Company Secretary at
shareholders@sisindia.com.


Employee Stock Option Plan (ESOP) 


To reward employees for their contribution to your Company and to provide an incentive
for their continuous contribution to the organization's success, the Company has
instituted an employee stock option scheme, namely, ESOP 2016 on July 27, 2016. ESOP 2016
envisages the grant of such number of options (together with exercized options) enabling
the eligible employee stock option holders to acquire equity shares of the Company upon
exercise of such options.

During the year under review, the Company had granted a total of 6,69,355 (Six Lakh
Sixty-Nine Thousand Three Hundred Fifty-Five) options to employees of the Company under
the Employee Stock Option Plan - 2016.

Disclosures with respect to stock options, as required under Regulation 14 of the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the
Regulations"), are available on the Company's website at https://sisindia.com/annual-
report/.

Mr. Sudhir Vishnupant Hulyalkar, Secretarial Auditor of the Company, has provided a
certificate confirming that the implementation of the Employee Stock Option Plan is in
accordance with the Regulations and the resolutions approved by the members regarding the
plan.


Directors and Key Managerial Personnel ("KMP") 

a. Appointment/Re-appointment of Directors 


• Based on the recommendation of the Nomination and Remuneration Committee, the
Board of Directors appointed Mrs. Rita Kishore Sinha, Non-Executive Director, as
Chairperson of the Company with effect from November 25, 2025.

• Based on the recommendation of the Nomination and Remuneration Committee, the
Board of Directors has proposed the appointment of Mrs. Rita Kishore Sinha, currently
serving as Non-Executive Director and Chairperson, as Executive Director (designated as
Chairperson) for a period of 5 (five) years with effect from May 1,2026, subject to the
approval of the shareholders at the ensuing Annual General Meeting ("AGM").

• In accordance with the provisions of Section 152 of the Act read with the
Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of
Association of the Company, Mr. Arvind Kumar Prasad, Whole-Time Director and Mrs. Rita
Kishore Sinha, Executive Chairperson are liable to retire by rotation at the ensuing AGM.
They are eligible for re- appointment and have offered themselves for re-appointment.

• Based on the recommendation of the Nomination and Remuneration Committee and the
Board of Directors, the shareholders have appointed/ re-appointed the following Directors:

i. Dr. Onkar Sharma (DIN: 11462580) has been appointed as an Independent Director of
the Company, not liable to retire by rotation, for a period of 2 (two) years with effect
from January 29, 2026.

ii. Mr. Deepak Kumar (DIN: 02568053) has been re-appointed as an Independent Director
of the Company, not liable to retire by rotation, for a second term of 2 (two) years with
effect from June 27, 2026.

In the opinion of the Board, the independent directors appointed/ re-appointed during
the year possess the requisite integrity, expertize, experience and proficiency.


b. Cessation of Directors and KMPs 


i. Mr. Ravindra Kishore Sinha (DIN: 00945635) has resigned from the position of
Executive Director and Chairman of the Company, with effect from November 24, 2025, on
account of personal health grounds.

In recognition of his invaluable guidance and unwavering commitment, the Board, as a
mark of its deep appreciation, approved the conferment of the honorary title/designation
of "Chairman Emeritus" upon Mr. Sinha, with effect from January 29, 2026.

ii. Mr. Rajan Verma (DIN: 09243467) ceased to hold office as an Independent Director of
the Company upon the completion of his second term, effective at the close of business
hours on July 28, 2025.


Declaration of Independence 


Your Company has received declarations from all its Independent Directors, confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations. These declarations also affirm
that there have been no changes in the circumstances affecting their status as Independent
Directors of the Company.

The Board is of the opinion that the Independent Directors possess the requisite
qualifications, experience, expertize and proficiency and they uphold the highest
standards of integrity.


Committees of the Board 


As of March 31, 2026, the Board had constituted the Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'
Relationship Committee, and Risk Management Committee. The composition of the Board and
its committees is provided in detail in the Corporate Governance Report. In addition, the
Board constitutes other committees to perform specific roles and responsibilities as may
be specified by the Board from time to time.


Meetings of the Board 


During the year under review, the Board of Directors met 6 (six) times to deliberate on
various matters. The meetings were held on May 1,2025, July 30, 2025, September 4, 2025,
September 26, 2025, November 5, 2025, and January 29, 2026.

Further, details of the meetings of the Board and attendance of Directors thereat are
provided in the Corporate Governance Report which forms an integral part of this Annual
Report.


Board Evaluation 


Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board of
Directors adopted a formal mechanism for evaluating its performance as well as that of its
committees and individual Directors, including the Chairperson of the Board. The
evaluation was conducted using a structured questionnaire that covered various aspects of
the functioning of the Board and its Committees.

The Board expressed satisfaction with the overall functioning of the Board and its
Committees based on the evaluation results.

To familiarize Independent Directors with the Company, its stakeholders, leadership
team, senior management, operations, policies and industry landscape, a familiarisation
program is conducted. The program aims to provide an insight and understanding of the
Company's business. Independent Directors are informed about their roles, rights, and
responsibilities through a formal letter of appointment at the time of their appointment
or re-appointment.

Further details regarding the annual evaluation of the performance of the Board, its
Chairperson, its committees and individual Directors are provided in the Corporate
Governance Report, which forms an integral part of this Report.


Auditors and Audit Reports 


S S Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration No.
000756N/N500441) were appointed as Statutory Auditors of the Company for a term of 5
(five) consecutive years at the 38th AGM held on August 30, 2022 to hold office till the
conclusion of the 43rd AGM of the Company.

The Statutory Auditors' Reports on the standalone and consolidated financial statements
for the financial year ended March 31, 2026 do not contain any qualification, reservation
or adverse remark. The auditors have provided an unmodified opinion on both the standalone
and consolidated financial statements of the Company.

The statutory auditors have confirmed that they meet the criteria of independence as
per the Code of Ethics issued by the Institute of Chartered Accountants of India and the
provisions of the Act.


Secretarial Audit 


In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act, the Members at their meeting dated July 4, 2025, have approved the appointment of
Mr. Sudhir Vishnupant Hulyalkar, Company Secretary in Practice, (Membership No.: F6040 and
CP No.: 6137), a peer reviewed professional, as the Secretarial Auditor of the Company for
a term of 5 (five) consecutive years commencing from FY 2025-26 till FY 2029-30. The
Secretarial Audit Report for the financial year 2025-26, issued by Mr. Hulyalkar is
provided in Annexure IV - A to this Report. The report does not contain any
qualification, reservation or adverse remark.

Further, the secretarial audit report of the material subsidiary, Dusters Total
Solutions Services Private Limited issued by Mr. Jayarama Korikkar, Company Secretary in
Practice, is provided in Annexure IV - B to this Report.


Compliance with the Secretarial Standards 


During the year, your Company has complied with the applicable Secretarial Standards
specified by the Institute of Company Secretaries of India.


Reporting of Frauds by Auditors 


During the year under review, there were no instances of fraud committed against your
Company by its officers and/or employees, which required the auditors to report to the
Audit Committee and/or the Board under Section 143(12) of the Act.


Conservation of Energy, Research and Development, Technology Absorption 


Considering the nature of the Company's service-oriented operations, particulars
relating to conservation of energy, technology absorption and research and development, as
required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, are not applicable to the Company.


Foreign Exchange Earnings and Outgo 


The details of the foreign exchange earnings and outgo are as follows:

(Rs. Crores)


  

    
Particulars
    
FY26
  
  

    
Foreign exchange earnings
    
6.62
  
  

    
Foreign exchange outgo
    
3.44
  



Annual Return 


In terms of the provisions of Section 92 of the Act and the rules made thereunder, the
annual return of the Company as on March 31, 2026, is available on the Company's website
at https://sisindia.com/annual-report/


Significant and material orders passed by the Regulators/Courts, if any 


During the year under review, no significant or material orders were passed by the
Regulators, Courts or Tribunals which would impact the going concern status of the Company
or materially affect its future operations.

Your Company had neither filed any application, nor was any proceeding pending against
the Company under the Insolvency and Bankruptcy Code, 2016 at the end of the year.


Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while availing loans from the Banks or Financial
Institutions 


Not Applicable.


Maternity Benefit provided by the Company under Maternity Benefit Act, 1961 


The Company confirms that it has complied with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time. All eligible women employees have been provided
the benefits prescribed under the Act, including maternity leave and other related
benefits. The Company remains committed to fostering an inclusive and supportive work
environment and ensuring the welfare of its employees in compliance with applicable laws.


Vigil Mechanism / Whistle Blower Policy 


Your Company has established a mechanism for reporting concerns through the Whistle
Blower Policy of the Company in compliance with the provisions of Section 177 of the Act
and the SEBI Listing Regulations. The Policy provides a framework and process, for
employees and directors to report genuine concerns or grievances about illegal or
unethical behavior, actual or suspected incidents of fraud, or instances of leakage of
unpublished price sensitive information that could adversely impact the Company's
operations, business performance and/or financial integrity. During the year under review,
no person was denied access to the Chairman of the Audit Committee. The Whistle Blower
Policy is available on the website of the Company at https://
sisindia.com/policies-and-code-of-conduct/.


Directors' Responsibility Statement 


In terms of the provisions of Section 134(5) of the Act, the Board of Directors of your
Company, to the best of their knowledge and ability, hereby confirms that:

• In the preparation of the accounts for the year ended March 31,2026, the
applicable Accounting Standards have been followed and there are no material departures
therefrom;

• Accounting policies have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
Profit of the Company for the year;

• Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

• The Annual Accounts have been prepared on a going concern basis;

• Internal financial controls have been laid down and followed by your Company and
such internal financial controls are adequate and operating effectively; and

• Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.


Maintenance of cost records 


The maintenance of cost records and the requirement of cost audit, as prescribed under
Section 148(1) of the Act, are not applicable to the business activities carried out by
the Company.


Appreciation/Acknowledgement 


Your directors express their gratitude to the Central Government, various State
Governments as well as the Company's Bankers and advisors for their valuable advice,
guidance, assistance, co-operation, and encouragement provided to the SIS Group on various
occasions. The Directors also take this opportunity to thank the Company's customers,
suppliers, vendors, and investors for their consistent support to the Company.

Last but not least, the Directors sincerely acknowledge and applaud the significant
contributions made by all the employees of the Company for their dedication and commitment
towards the Company.


Cautionary Statement 


Statements in this Report describing the Company's objectives, projections, estimates
and expectations may be ‘forward looking statements' within the meaning of applicable
laws and regulations. Actual results may differ substantially or materially from those
expressed or implied in such statements.


  

    

    
For and on behalf of the Board of Directors
  
  

    

    
Rita Kishore Sinha
  
  

    
Place: New Delhi
    
Chairperson
  
  

    
Date: April 30, 2026
    
DIN:00945652