SIS Ltd

Your directors are pleased to present the 41^st Annual Report on the business and operations of SIS Limited ("the Company") together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

The financial performance of the Company for the year ended March 31, 2025 is summarized below:

On a standalone basis, the Company's revenues, at H 49,310 Million during the year under review, increased by 9%, EBITDA at H 2,781 Million increased by 4% and, profit after tax at H 1,288 Million decreased by 31%, as compared to the previous year. During the year ended March 31, 2025, the Company provided the provision for impairment in value of investment of Uniq Security Solutions Services Private Limited amounting to H 31.38 Million.

On a consolidated basis, during the year under review, the Group's revenues at H 1,31,890 Million increased by 8%, EBITDA at H 6,037 Million increased by 3%, and, profit after tax at H 1,900 Million decreased by 94%, as compared to the previous year. During the year ended March 31, 2025, the Group has recognised an impairment loss of H 1,108.78 Million relating to Security Services - India, H 4.44 Million relating to facility management and H 1,945.12 Million relating to Security Services –

International by writing down goodwill in its statement of profit and loss.

During the year, there has been no change in the nature of the business of your Company.

The standalone business, which includes manned guarding and electronic security solutions, achieved a healthy growth of 9.0% in revenue in FY25 despite multiple economic variations. The business reported an EBITDA H 2,781 Million at a Margin of 5.6% for FY25 up from H 2,670 Million at 5.9% EBITDA Margins % for FY24. Despite a challenging business environment, FY25 has been a landmark year as the annual revenue crossed H 131,890 Million. All the business segments have reported healthy revenue growth of 7.6% during the year with an EBITDA margin of 4.6%. The Security Solutions – India segment was ahead of the pack with 8.1% revenue a growth. Facility Management Solutions achieved revenue a growth of 7.4% followed by Security Solutions - International (7.1%).

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 and SIS Alarm Monitoring and Response Services Pvt Ltd.

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 H 55,764 Million, a growth of 8.1% over FY24 revenue primarily due to several significant wins in segments viz., mining, financial, manufacturing, automobile, education, energy, real estate, and IT.

There were significant minimum wage revisions in some states like Puducherry (~117.0% increase), Jharkhand (~33.0% increase),

Odisha (~28.0% increase) and there were revisions in central minimum wages as well. New order wins and minimum wage revisions had a positive impact on both our revenue & EBITDA. As a result, FY25 EBITDA margins for the segment stood at 5.5% at H 3,061 Million in FY25.

FY25 saw stability in Security Solutions - India margins as business growth normalized with the economy bouncing back post pandemic. The results illustrate the predictability and robustness of our business model, as an essential service business, which continues to grow. We continue to invest in inhouse 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 FY25.

In FY25, 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, 2025 was 1,92,402.

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 a revenue of over H 220 Million for FY25. 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 our solution 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 using drone as a service for mining clients, facial recognition-based access controls.

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 FY25, we continued to aggressively 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 in two new cities, i.e. Bangalore and Mumbai.

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 2025. 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.

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, 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 H 54,299 Million.

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 FY25, the Security Solutions – International segment recorded a significant number of new order wins. We acquired key contracts in the segments viz., airports, defense, retail, logistics, real estate, hospitality, and BFSI.

On a consolidated basis, the Security Solutions – International segment, recorded revenues of AUD 985 Million during FY25 against AUD 931 Million in FY24.

We continue to be No.1 in Australia with over 21% market share. SIS International reported the highest ever new order wins in FY25 of AUD 180 Million per annum. MSS secured AUD 160 Million worth of new contracts across the Department of Defence,

Sydney Trains, Canberra Airport, and Google Data Centers. The average new sales of last five years for SIS International has been ~AUD 30 Million - AUD 40 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 FY25 EBITDA for the segment was AUD 36 Million (3.7% of revenues) against AUD 38 Million (4.1% of revenues) for FY24. In spite of labor 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.

The Group's Facility Management Solutions business comprises: 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. Terminix SIS India Private Limited ("Terminix SIS"), in the pest control business; and iii. Adis Enterprises Private Limited, specializing 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 H 22,470 Million in FY25, up from H 20,921 Million in FY24, a growth of 7.4%.

The revenue growth is largely driven by key business segments like Healthcare, Manufacturing, Retail, Real Estate and Logistics. The One SIS programme, which aims to provide integrated solutions comprising security services, facility management, pest control and other allied services to the clients, under a common contractual arrangement is spearheaded primarily by the FM business. One SIS operates in 33 states / UTs pan-India. During FY25, we achieved a revenue of H 501 Million from One SIS program, a revenue growth of 47%, and is achieving EBITDA level profitability within 4 years of operations. One SIS operates at 151 client sites with 80 billing staff. One SIS services retail, corporates, co-working, BFSI and real estate clients among others.

SMC is focused on tech-enabled integrated FM solutions. It achieved revenue of H 6,974 Million, y-o-y growth of 5.3%, and an EBITDA of H 346 Million at 5.0% EBITDA Margin. SMC operates through 29 branches, at ~1,700 customer sites, with a workforce of ~29,000. SMC services clients across healthcare, commercial spaces, manufacturing, retail, BFSI and education sectors. Some of its prestigious clients include, Manipal Hospital, Apollo Hospitals, Indira IVF, TCS, Tata Motors, Jindal Steel, among others. SMC offers various technology solutions including iPorter (Uberizing hospital operations), I-QMS (Intelligent Quality Management

System), CMMS (Computerized Maintenance Management System), and SSDP (Smart Surface Disinfection Program). Our Pest control business Terminix SIS continues to secure large contracts including units of Titan, AIIMS, Taj Hotels.

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 15.5% from H 865 Million in FY24 to H 1,000 Million in FY25.

Amid global uncertainty, including trade tensions and tariffs imposed by the US government, India's economic growth rate is expected to be the highest globally (IMF) and reflects relatively robust domestic consumption, especially rural, and lesser dependence on global demand.

Higher domestic demand, rising rural incomes, a strong services sector, and moderating inflation will boost consumer confidence that will spur demand. According to Asian Development Bank (ADB), India's gross domestic product (GDP) growth forecast for FY25 is likely to be at 6.7% and 6.8% for FY 2025-26 ("FY26"), driven by domestic consumption, public investment in infrastructure and a strong services sector.

Growth supported by more favorable monetary and fiscal policies will boost consumer confidence. However, net exports will be undermined by global economic uncertainty, notwithstanding robust growth in service exports. Public capital expenditure has been a major driver of demand and is budgeted to expand by 10.1% in FY26, up from 7.3% growth in FY25 but lower than average growth of 29.8% annually from FY21 to FY24. Geopolitical tensions, escalation of tariffs by the US, and weather-related shocks 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. This combined with the growth in Infra (rapid urbanization, smart city projects) and manufacturing sectors to enhance demand for security solutions and allied services indicates a long-term robust growth potential for the sector.

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$ 160 Billion in 2025, and is expected to reach ~US$ 228 Billion by 2030, growing at a CAGR of 7.37% during the forecast period (2025-2030).

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. With 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/ customer segments which can further augment our service offerings or presence in specific service segments especially in the India businesses. Continued investments in technology for improving 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.

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.

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

The Board of the Company does not recommend any dividend for the financial year ended March 31, 2025 on the Equity

Shares of the Company.

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/ .

In compliance with the provisions of the Companies Act, 2013 ("the 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 H 2,20,738 to Investor Education and Protection Fund on April 29, 2025. Further, the Company is in the process of transferring 8,937 corresponding shares on which dividends were unclaimed for seven consecutive years as per IEPF Rules.

The Company does not propose to transfer any amount to the general reserve for the year ended March 31, 2025.

As of March 31, 2025, the authorised capital of the Company stands at H 1,350.00 Million divided into 27,00,00,000 equity shares of H 5 each. The paid-up equity share capital of the Company is H 721.84 Million, consisting of 14,43,67,460 equity shares of H 5 each.

During the year under review, the Company issued and allotted 2,67,070 equity shares of H 5 each pursuant to the exercise of stock options under the Employee Stock Option Plan.

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

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, 2025, are provided in the Notes to the standalone financial statements.

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 amount of principal or interest was outstanding as of the date of the Balance Sheet.

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 maintain and adhere 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.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has a Corporate Social Responsibility (‘CSR') Committee, chaired by Mr. Ravindra Kishore Sinha. Other members of the Committee include Mr. Arvind Kumar Prasad, Ms. Vrinda Sarup and Mr. Uday Singh. 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 3,00,475 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 to society.

One of the internal objectives of the CSR Policy is to encourage active participation from employees at all the locations.

Employees are encouraged to volunteer their time and effort in respect of SIS Group sponsored programmes or on their own initiatives. The Company recognises and appreciates the contributions of the employees to CSR activities. A widespread awareness of the CSR initiatives of the SIS Group will be conducted and the SIS Group seeks active and wide participation from employees and encourages any suggestions and project ideas from them.

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

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 priortise 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. During the year under review, 11 complaints were received out of which 10 were resolved and 1 complaint is pending at the end of the year. Your Company constituted Internal Complaints Committees to enquire into complaints received, and to recommend appropriate action, as per the requirements of the said Act.

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 amongst eminent professionals with expertise in business, finance, governance, law, public administration, sustainability and risk management. It endeavors to create a broad basing in the composition of the Board to make available the 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 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/.

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

Sustainability for your Company is about being responsible to the multiple 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 we engage with. Consistent efforts have been made to minimise environmental footprint, reduce emissions and pollution, and optimise land and water usage.

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 entered by the Company during the year that required shareholders' approval under Regulation 23 of the SEBI Listing Regulations. 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 of Companies)

Rules, 2014, is not applicable to the Company for the financial year 2024-25 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, 2025, are provided in the Notes to the Standalone Financial Statements, which forms part of this Annual Report.

The Board of Directors has approved the risk management policy and the main objectives of the policy are (a) identifying, assessing, quantifying, mitigating, minimizing and managing key risks; (b) Establishing a framework for the Company's risk management process and ensuring its implementation; (c) Developing risk policies and strategies for timely evaluation, reporting and monitoring of key business risks; and (d) Ensuring business growth with financial stability.

The Board of Directors has formed a Risk Management Committee to oversee the risk management plan. As on March 31, 2025, the Committee comprises of the following directors:

1. Mr. Upendra Kumar Sinha, Independent Director,

2. Mr. Rajan Verma, 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 risks that pose a threat to the existence of the Company.

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.

Our rapid growth, while a matter of great satisfaction, continues to put pressure on our internal systems and processes. It is crucial that we work to ensure that 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 recognise the critical role of IT and information systems in today's world, and we have several dedicated groups of people 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 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 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 members of the Board has been constituted which plans and monitors the various Internal Audit programmes and reviews the reports and assesses action plans. The Director – Finance and the Chief

Financial Officers 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, we engage 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 proper safeguarding of assets, maintaining proper accounting records and providing 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 was identified.

As on March 31, 2025, the Company has 35 subsidiary companies and 5 joint venture companies. There have been no material changes in the nature of the business of the subsidiaries.

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 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 the 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 their review.

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 to 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.

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 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 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 can obtain a copy, may write to the Company Secretary at shareholders@sisindia.com.

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 exercised options) enabling the eligible employee stock option holders the right to apply for equity shares of the Company.

During the year under review, the Company had granted a total of 1,000 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 certification confirming that the implementation of Employee Stock Option Plan is in accordance with the Regulations and the resolutions approved by the members regarding the plan.

• 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. Ravindra Kishore Sinha and Mr. Rituraj Kishore Sinha, Directors are liable to retire by rotation at the ensuing Annual General Meeting ("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. Mr. Deepak Kumar (DIN: 02568053) has been appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 2 years effective June 27, 2024. ii. Mr. Upendra Kumar Sinha (DIN: 00010336) has been re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 years effective June 29, 2025. iii. Ms. Vrinda Sarup (DIN: 03117769) has been re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 years effective June 20, 2025.

In the opinion of the Board, the independent director appointed during the year possess requisite integrity, expertise, experience and proficiency.

i. Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan (DIN: 03091352) ceased to hold office as an Independent Director of the Company upon the conclusion of his second term, effective from the close of business hours on

July 29, 2024.

ii. Mr. Devesh Desai, Chief Financial Officer, has been on sabbatical leave effective October 01, 2024.

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 and expertise including proficiency and they uphold the highest standards of integrity.

As of March 31, 2025, the Board constituted the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, and a 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.

During the year under review, the Board of Directors met 9 (nine) times to deliberate on various matters. The meetings were held on May 01, 2024, May 21, 2024, July 24, 2024, August 02, 2024, October 28, 2024, November 25, 2024, January 28, 2025, March 05, 2025 and March 25, 2025.

Further, details are provided in the Corporate Governance Report which forms an integral part of this Annual Report.

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 familiarise 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 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 of individual Directors are provided in the Corporate Governance Report which is an integral part of this Report.

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

The Auditors' Report does 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.

As per the provisions of Section 204 of the Act read with the rules framed thereunder, Mr. Sudhir Vishnupant Hulyalkar, Company Secretary in Practice, has been appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year 2024-25, 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 material subsidiary company, Dusters Total Solutions Services Private Limited issued by Mr. Jayarama Korikkar, Company Secretary in Practice, is provided in Annexure IV – B to this Report. The report does not contain any qualification, reservation or adverse remark.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board, at its meeting held on May 01, 2025, has 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 five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

During the year, your Company is in compliance with the mandatory Secretarial Standards specified by the Institute of

Company Secretaries of India.

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.

Considering the nature of activities of the Company, the provisions of Section 134(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Research and Development, Technology Absorption are not applicable to the Company.

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

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, 2025, is available on the Company's website at https://sisindia.com/annual-report/ .

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in the future.

Your Company had neither filed any application, nor any proceeding is pending under the Insolvency and Bankruptcy Code,

2016 at the end of the year.

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 for a framework and process, for the employees and directors to report genuine concerns or grievances about illegal or unethical behavior, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and/or financial integrity of the Company. 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/ .

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, 2025, the applicable Accounting Standards have been followed and there are no material departures from the same;

• Accounting policies have been selected and applied consistently and made judgments and estimates 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 for the maintenance of adequate accounting records have been taken in accordance with the provisions of this 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 that 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.

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.

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 to your Company.

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 might differ substantially or materially from those expressed or implied.