Directors Report of SIS Ltd.

Mar 31, 2025

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.

FINANCIAL HIGHLIGHTS

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

Amounts in H Million except share data
	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
	"FY25"	"FY24"	"FY25"	"FY24"
Net Revenue	49,310	45,413	1,31,890	1,22,614
Revenue Growth %	8.6	14.0	7.6	8.1
Earnings before financial charges, depreciation and amort zat o'', a~d taxes (EBODA)	2,781	2,670	6,037	5,845
Deprec at o'' a~d Amort zat o''	690	737	1,638	1,664
F nanc a charges	888	877	1,606	1,482
Others (Ot^er ''core a~d eâect o'' bus ~ess comb ~at o'')	389	840	681	427
S^are o'' Pro''t/ (Loss ''rom Assoc ates)	-	-	258	249
Reported Earnings/ Profit Before Tax (PBT)	1,592	1,896	3,732	3,375
Tax Expenses	273	25	556	819
Operat ng Pro''t After ~ax (PAT	1,319	1,871	3,176	2,556
Add/ (Less): Exceptona Items	31*	-	3,058#	656$
Reported Net Earnings/ PAT	1,288	1,871	118	1,900

*A provision of H 31.38 Million is made for the impairment in the value of investment in Uniq Security Solutions Services Private Limited.

#The Group recorded goodwill impairment losses of H 1,108.78 Million (Security Services - India), H 4.44 Million (Facility Management), and H 1,945.12 Million (Security Services - International) in the Statement of Profit and Loss.

$An impairment charges of H 656 Million is recognised for our investment in Singapore Security Business, Henderson.

STATE OF COMPANY''S AFFAIRS

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.

OPERATIONS AND BUSINESS PERFORMANCE

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 H2,670 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%).

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 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.

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, 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.

Facility Management Solutions

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.

OUTLOOK

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.

MATERIAL CHANGES & 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 closure of the financial year and until the date of this report. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

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/.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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.

TRANSFER TO RESERVES

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

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, 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.

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 31,2025, 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 amount of principal or interest was 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 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.

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 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 benefit 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.

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 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.

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 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 C? https://sisindia.com/policies-and-code-of-conduct/.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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.

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 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.

RISK MANAGEMENT

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

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 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.

SUBSIDIARIES AND JOINT VENTURE COMPANIES

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 0 https://sisindia.com/annual-report/.

Further, the audited financial statements of subsidiary companies are also available on the website of the Company at 0 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 C? 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.

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 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.

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 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 [email protected].

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 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 C? 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")a. Appointment/Re-appointment of Directors

â¢ 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.

â¢ 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.

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

b. Cessation of Directors and KMPs

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.

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

COMMITTEES OF THE BOARD

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.

MEETINGS OF THE BOARD

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. 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 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.

AUDITORS AND AUDIT REPORTS

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.

SECRETARIAL AUDIT

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.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year, your Company is in compliance with the mandatory 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 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

H Million
Particulars	FY25
Foreign exchange earnings	7.17
Foreign exchange expenditure	64.44

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS, IF ANY

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.

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 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/.

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:

â¢ 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;

â¢ 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;

â¢ 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;

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

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

â¢ 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 to your 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 might differ substantially or materially from those expressed or implied.

Mar 31, 2024

The directors are pleased to present the 40^th Annual Report on the business and operations of SIS Limited (âthe Companyâ) together with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2024.

Financial Highlights

The financial performance of the Company for the year ended March 31,2024 is summarized below:

		Amounts in Rs. Million except share data
	Standalone		Consolidated
	2023-24 âFY24â	2022-23 âFY23â	2023-24 âFY24â	2022-23 âFY23â
Net Revenue	45,413	39,849	1,22,614	1,13,458
Revenue Growth %	14.0	20.1	8.1	12.8
Earnings before financial charges, depreciation and amortization, and taxes (EBITDA)	2,670	1,870	5,845	4,916
Depreciation and Amortization	737	543	1,664	1,347
Financial charges	877	670	1,482	1,149
Others (Other income and effect of business combination)	840	692	427	327
Share of Profit / (Loss from Associates)	-	-	249	102
Reported Earnings/Profit Before Tax (PBT)	1,896	1,349	3,375	2,849
Tax Expenses	25	(552)	819	(616)
Operating PAT	1,871	1,901	2,556	3,465
Add / (Less): Exceptional Items*	-	-	656	-
Reported Net Earnings/PAT	1,871	1,901	1,900	3,465

On a standalone basis, the Companyâs revenues, at '' 45,413 Million during the year under review, increased by 14%, EBITDA at '' 2,670 Million increased by 43% and, profit after tax at '' 1,871 Million decreased by 2%, as compared to the previous year.

On a consolidated basis, during the year under review, the Groupâs revenues at '' 1,22,614 Million increased by 8%, EBITDA at '' 5,845 Million increased by 19%, and, profit after tax at '' 1,900 Million decreased by 45%, as compared to the previous year.

*During the year, an impairment charge of'' 656 Million is recognized for our investment in Singapore security business, Henderson.

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

Significant Developments Buyback of Equity Shares

The Company successfully completed its buyback, amounting to '' 900 million comprising of 16,36,363 equity shares of face value of '' 5/- each, at a price of '' 550 per share through the tender offer route. The buyback offer size represented 1.12% of the total paid-up equity share capital of the Company as of November 24, 2023. The total outflow of funds including taxes was '' 1,120.9 million.

The Buyback was undertaken to optimise returns to shareholders and enhance overall shareholdersâ value.

During the buyback acceptance period, the eligible shareholders submitted valid bids, resulting in a subscription of 7.17 times the maximum number of shares proposed to be bought back. The settlement of bids and the payment of the buyback consideration was made on January 1, 2024, and the shares were extinguished on January 5, 2024.

Operations and Business Performance

The standalone business, which includes manned guarding and electronic security solutions, achieved a healthy growth of 14.0% in revenue in FY24 despite multiple economic variations. The business reported an EBITDA '' 2,670 Million at a Margin of 5.9% for FY24 up from '' 1,870 Million at 4.7% EBITDA Margins % for FY23, an improvement of 1.2% in EBITDA Margin %.

Despite a challenging business environment, FY24 has been a landmark year as the annual revenue crossed '' 122,600 Million. All the business segments have reported healthy revenue growth of 8.1% during the year with an EBITDA margin of 4.8%. The Security Solutions - India segment was ahead of the pack with 11.5% revenue

growth. Facility Management Solutions achieved a revenue growth of 10.1% followed by Security Solutions

- International (4.0%) and Cash Logistics Solutions (16.7%).

Security Solutions - India

The Group provides security solutions in India through parent company and its subsidiaries, SLV Security Services Pvt Ltd., Uniq Security Solutions Pvt Ltd, 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 '' 51,585 Million, a growth of 11.5% over FY23 revenue primarily due to several significant wins in segments viz., financial, manufacturing, transportation, education, energy, retail, healthcare, real estate, and IT.

There were significant minimum wage revisions in some states like Goa (~27.0% increase), Madhya Pradesh (~26.0% increase), Delhi (~18.0% 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 and improved employee retention and manpower availability. As a result, FY24 EBITDA margins for the segment increased from 4.6% at '' 2,119 Million in FY23 to 5.7% at '' 2,918 Million in FY24.

FY24 saw an overall improvement 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 at a healthy rate. 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 improvement in operating margins for FY24.

In FY24 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 31,2024 was 1,85,072.

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 '' 500 Million for FY24. We continue to sell and provide technology-based security solutions to our customers to complement manpower deployment and providing customized solutions.

Some of the noticeable solutions this year includes, developing mobile based app - Guard Tour System (a first in the industry) for patrolling, live reporting, report observations and incidences. Also, we are developing Integrated ManTech Security Solutions for the Mining & Industrial segments with multiple technologies including AI & tethered drones.

2. Alarm Monitoring and Response: We provide advanced level of security by seamlessly integrating an AI-enabled monitoring platform with trained response officers to individual homes, small business establishment, retail chains, bank branches, ATMs, Offices, and commercial establishments and operate this business under the VProtect brand. During FY24, we continued to aggressively expand our presence in the B2B space and won contracts in the BFSI segment and also built a sustainable partner network across regions for service management.

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 23,000 connections as of March 2024. 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, in New Zealand through Platform4Group Limited (âP4Gâ) and in Singapore through Henderson Group. The Security Solutions - International segment business has recorded its highest ever annual revenue at INR 50,690 Million.

The segment continues to demonstrate strong growth. For FY24 the Security Solutions - International segment recorded a significant number of new order wins. We

acquired key contracts in the segments viz., retail, logistics, real estate, technology, hospitality, and education.

On a consolidated basis, the Security Solutions -International segment, recorded revenues of AUD 932 Million during FY24 against AUD 886 Million in FY23.

We continue to be No.1 in Australia with over 20% market share. Segments which were most impacted by the pandemic viz., Aviation, Universities & Special events (such as NZ Cricket, FIFA Womenâs World Cup among others) started ramping up and rapidly returning to pre covid levels.

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

The FY24 EBITDA for the segment was AUD 38 Million (4.1% of revenues) against AUD 36 Million (4.1% of revenues) for FY23. Inspite of the winding down of special COVID related contracts and labour shortages, the business managed to improve its operating margins and at the same time also successfully passed on record wage increases in its pricing with customers.

Facility Management Solutions

The Groupâs Facility Management Solutions business comprises:

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

ii. Terminix SIS India Private Limited (âTerminix SISâ), 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 groupâs portfolio and is currently the No. 1 facility management provider in India. The business recorded its highest ever annual revenues at '' 20,921 Million in FY24, up from 18,998 Million in FY23, a robust growth of 10.1%.

The revenue growth is largely driven by key business segments like Healthcare, Manufacturing, Warehousing and Property Management & Educational institutions.

of '' 342 Million from One SIS program, a revenue growth of 109%, and broke-even on a monthly basis within 20 months of operations. One SIS operates at 119 client sites with 55 billing staff. ~65% of its revenue is from the Western and Southern regions. One SIS services corporate, coworking, BFSI and residential clients among others.

SMC is focused on tech-enabled integrated FM solutions. It achieved revenue of INR 6,621 Million, y-o-y growth of 8%, and an EBITDA of INR 321 Million at 4.8% EBITDA Margin. SMC operates through 30 branches, at ~1,600 customer sites, with a workforce of ~27,000. SMC services clients across healthcare, commercial spaces, government, manufacturing, retail, BFSI and education sectors. Some of its prestigious clients include, Manipal Hospital, Apollo Hospitals, Indira IVF, Tata Motors, Jindal Steel, among others. SMC offers various technology solutions including iPorter (Uberizing hospital operations), I-QMS (Intelligent Quality Management System) and CMMS (Computerized Maintenance Management System).

Our Pest control business Terminix SIS continues to secure large contracts including units of SATS Food Solutions, Hyatt Hotels, Taj Hotels, ITC.

The consolidated EBITDA of the Facility Management Solutions segment grew by 5.8% from '' 818 Million in FY23 to '' 865 Million in FY24.

Cash Logistics (a joint venture with Prosegur)

The Cash Logistics Solutions business is a joint venture with Prosegur, a global leader in cash solutions. Services offered by the Company under this segment are Safe keeping and vault-related solutions, ATM related solutions, Cash-in-transit, Doorstep banking, Cash pickup and delivery, bullion management and customized cash processing and deposit solutions. The business has been focused on bank outsourcing solutions.

FY24 has been a record year with robust growth for the Cash Logistics Solutions business. Indiaâs high GDP growth rate and cash in circulation, at an all-time high (growing at a 2016-2024 CAGR of 20.8%) are the key drivers for growth of the cash logistics industry.

The business has transformed into a Bank Outsourcing and Support Solutions provider and not merely a provider of Cash Logistics Solutions. Moving beyond the ATM business to focus on services like currency chest management, cash processing etc. will enable the

business to become a formidable industry participant. These lines of services also offer higher margins.

While quarterly revenue run rate has almost doubled in the last three years, EBITDA has quadrupled, with Q4 FY24 EBITDA at '' 296 Million, a 21.9% growth over the previous year and 9.7% increase over the previous quarter, illustrating the quality of revenue growth and execution excellence with international best practices. FY24 revenue was at '' 6,338 Million, a growth of 16.7% over FY23 and FY24 EBITDA was '' 1,057 Million, a growth of 23.3% over FY23.

The business achieved superior profitability in FY24 with a PAT of '' 503 Million, a growth of ~149% over FY23.

We are at the forefront of industry innovation, with only about 20% of our business stemming from the traditional ATM business. The QR code based DSB pick-up along with Green DSB solution is being rolled out to more banks. Other innovative solutions such as bullion management, man behind the counter (PEGE), value cargo, Cash today, and Cash Process Outsourcing (CPO) are continuously growing. The focus on bank outsourcing solutions continues with innovative solutions accounting for 5.5% of FY24 revenue.

We continue to focus on the non-ATM business, which includes retail banking and cash-in-transit business and increased our focus on new value-added services and products. We now operate over 3,000 cash vans, service ~9,000 ATMs and provide doorstep banking services across 22,000 pickup points and operate 60 vaults and strong rooms across the country. The business focused on solution selling and sales in new segments which now contribute ~6% of overall revenue with ~26% of currency chests outsourcing to us.

By the end of FY24, almost 60% of ATMs serviced by us were functional on Cassette swap operations.

The global cash logistics market is expected to reach $41 Bn. in 2032 at a CAGR of 6.8% from $22.5 Bn in 2023 on the back of growing demand for secure cash management services, rapid technological advancements, widespread shift of retail and banking sectors and a strategic shift towards outsourcing non-core activities.

Outlook

Despite the global slowdown, Indiaâs economic growth rate is the highest globally and reflects relatively robust domestic consumption and lesser dependence on global demand.

Robust public and private investments and a strong services sector are likely to boost Indiaâs GDP in FY25. Higher capital expenditure on infrastructure development, by both the central and state governments, the rise in private corporate investment, strong services sector performance, and improved consumer confidence will

spur demand. According to IMF, the Indian economy is projected to grow at 6.3% in both 2024 and 2025 driven by robust public and private investment and strong services sector.

Private corporate investment is expected to get a boost with stable interest rates. With inflation moderating to 4.6% in FY24 and easing further to 4.5% in FY25, monetary policy may become less restrictive, which will facilitate rapid off take of bank credit. Demand for financial, real estate and professional services will grow while manufacturing will benefit from muted input cost pressures that will boost industry sentiment. However, geopolitical tensions and weather-related shocks are key risks to Indiaâs economic outlook.

Overall economic growth of the country directly fuels demand for Security, Facility Management (âFMâ), and Cash logistics Solutions.

Economic growth boosts demand for security services leading to volume growth for SIS. The security services industryâs 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 '' 2,328 Billion in 2024.

In the domestic cash management industry, growth in currency in circulation (CIC) is driving the growth of Retail Cash Management (RCM) and Cash-in-transit (CIT). CIC has increased from ~'' 13 Tn in FY17 to ~'' 35 Tn in FY24, an ~3x growth. As a result, the RCM market size is projected to increase from INR 600 cr. in FY21 to over INR 2,000 cr. in FY27, at a CAGR of 23%, and the CIT market size is projected to increase from INR 670 cr. in FY21 to over INR 1,400 cr. in FY27, at a CAGR of 13%. The cash management industry in India is undergoing a major shift, with companies looking beyond the ATM business to focus on bank outsourcing services such as currency chest management. The total addressable market (TAM) for cash management (ATM cash management, RCM, DCV) stood at INR 28.7 Bn. in FY21 and is estimated to reach a size of INR 78.9 Bn. in FY27 growing at a CAGR of 19%.

With the growing popularity of e-commerce platforms, 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. Given that minimum wage increases twice a year, 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 continues to focus on delivering robust organic growth and it is expected that inorganic growth will provide additional growth enhancement. 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.

Material changes & 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 closure of the financial year and until the date of this report.

Dividend and Dividend Distribution Policy

The Board of the Company does not recommend any dividend for the financial year ended March 31, 2024 on the Equity Shares of the Company.

As per the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (âSEBI Listing Regulationsâ), your Company has formulated a Dividend Distribution Policy. This Policy is available on the Companyâs website at https://sisindia. com/policies-and-code-of-conduct/.

Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

In compliance with the provisions of the Companies Act, 2013 (âthe Actâ) and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,

2016 (IEPF Rules), during the year, the Company has

transferred the unclaimed dividend of '' 78,921 to Investor Education and Protection Fund (âIEPFâ). Further, 5,074 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to IEPF as per IEPF Rules.

Transfer to reserves

The Company does not propose to transfer any amount to the general reserve for the year ended March 31,2024.

Credit Rating

There were no outstanding debentures during the year.

Share Capital

As of March 31, 2024, the authorised capital of the Company stands at '' 1,350.00 million divided into 27,00,00,000 equity shares of '' 5 each. The paid-up equity share capital of the Company is '' 720.50 million, consisting of 14,41,00,390 equity shares of '' 5 each.

In January 2024, the Company extinguished 16,36,363 equity shares of '' 5 each following a buyback from all eligible shareholders. Additionally, during the year under review, the Company issued and allotted 7,312 equity shares of '' 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.

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 31,2024, are provided in the Notes to the standalone financial statements.

Deposits

Corporate Governance

The Companyâs 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 V 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 a Corporate Social Responsibility (âCSRâ) Committee, chaired by Mr. Ravindra Kishore Sinha. Other members of the Committee include Mr. Arvind Kumar Prasad and Mr. Uday Singh. The CSR Policy is available on the Companyâs website at https:// sisindia.com/policies-and-code-of-conduct/.

The SIS Group, comprising SIS Limited and its subsidiaries, associates, and joint ventures (âSIS Groupâ), has been at the forefront of bringing social change in the lives of thousands of people in India. It employs more than 2,84,776 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 SIS Group established the SEWA trust for the betterment of the lives of the employees and has engaged in various community activities that have positively impacted thousands of people over the years. 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 Groupâs 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

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.

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 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, 7 complaints were received and resolved. Your Company constituted an Internal Complaints Committee to enquire into complaints received, and to recommend appropriate action, as per the requirements of the said Act.

Nomination and Remuneration policy Directors and their Appointment

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 reappointed 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 Companyâs website at https://sisindia.com/policies-and-code-of-conduct/.

Business Responsibility & Sustainability Report

Related party transactions

During the year under review, all contracts/arrangements entered into by your Company with related parties were conducted on an armâs length basis and in the ordinary course of business. No material Related Party Transactions entered by the Company during the year that required shareholdersâ 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 Companyâs 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 armâs 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 2023-24 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, 2024, are provided in the Notes to the Standalone Financial Statements, which form part of this Annual Report.

Risk Management

the Companyâs 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, 2024, the Committee comprises of the following directors:

1. Mr. Upendra Kumar Sinha, Independent Director,

2. Mr. Sunil Srivastav, Independent Director, and

3. Mr. Rajan Verma, 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.

In the opinion of the Board, there are no risks that pose a threat to 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 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 todayâs 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 Companyâs 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.

In addition to financial audits, quality management system procedures are continuously audited by internal and external auditors to ensure that the Companyâs 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 Companyâs 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.

Subsidiaries and Joint Venture Companies

As on March 31, 2024, 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.

During the year, One SIS Residential Solutions Pvt Ltd was incorporated as a wholly owned subsidiary of the Company on August 31,2023.

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 Companyâs website at https://sisindia. com/policies-and-code-of-conduct/.

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 Companyâs performance and invest in their training and development programmes including leadership development initiatives. The Performance Management Process (âPMPâ) 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 2,84,776.

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 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 [email protected].

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 organizationâs 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 10,000 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 (âthe Regulationsâ), are available on the Companyâs website, https://sisindia.com/annual-report/.

Mr. Sudhir V 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.

Directors and Key Managerial Personnel (âKMPâ)a. Appointment/Re-appointment of Directors

â¢ 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, Mrs. Rita Kishore Sinha and Ms. Rivoli Sinha, Directors are liable to retire by rotation at the ensuing Annual General Meeting (âAGMâ). They are eligible for reappointment and have offered themselves for reappointment.

â¢ Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Shareholders have appointed the following Directors:

i. Ms. Vrinda Sarup (DIN: 03117769) has been appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 2 years effective June 20, 2023.

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

Committees of the Board

As on March 31, 2024, the Board constituted the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholdersâ 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.

Meetings of the Board

During the year under review, the Board of Directors met 5 (five) times to deliberate on various matters. The meetings were held on May 3, 2023, July 26, 2023, October 30, 2023, November 30, 2023, and January 30, 2024.

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

Board Evaluation

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 Companyâs 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.

Auditors and Audit Reports

SS Kothari Mehta & Co., 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 Auditorsâ 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.

Secretarial Audit

As per the provisions of Section 204 of the Act read with the rules framed thereunder, Mr. Sudhir V 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 2023-24, issued by Mr. Sudhir V Hulyalkar is provided in Annexure IV - A to this Report.

Compliance with the Secretarial Standards

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

Reporting of Frauds by Auditors

Conservation of Energy, Research and Development, Technology Absorption

Foreign Exchange Earnings and Outgo

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

'' Million
Particulars	2023-24
Foreign exchange earnings	64.01
Foreign exchange expenditure	62.39

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, 2024, is available on the Companyâs website at https://sisindia.com/annual-report/.

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

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 Companyâs 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.

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 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 Companyâs 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/.

Directorsâ 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:

â¢ In the preparation of the accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same;

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

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

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

Appreciation/Acknowledgement

Your directors express their gratitude to the Central Government, various State Governments as well as the Companyâs 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 Companyâs

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.

Cautionary Statement

Statements in this Report describing the Companyâs objectives, projections, estimates and expectations may be âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied.

Mar 31, 2023

Your directors are pleased to present the 39^th 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, 2023.

Financial Highlights

The financial performance of the Company for the year ended March 31, 2023 is summarized below:

Amounts in H Million except share data
	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Net Revenue	39,849	33,178	113,458	100,591
Revenue Growth %	20.1	10.4	12.8	10.2
Earnings before financial charges, depreciation and amortization, and taxes (EBITDA)	1,870	1,461	4,916	4,985
Depreciation and Amortization	543	379	1,347	1,116
Financial charges	670	561	1,149	984
Others (Other income and effect of business combination)	692	634	327	527
Share of Profit / (Loss from Associates)	-	-	102	26
Reported Earnings/Profit Before Tax (PBT)	1,349	1,155	2,849	3,439
Tax Expenses	(552)	(183)	(616)	179
Add / (Less): Exceptional Items	-	-	-	-
Reported Net Earnings/PAT	1,901	1,339	3,465	3,259

at a Margin of 4.7% for FY23 up from H 1,461 Million at 4.4% EBITDA Margins % for FY22, an improvement of 0.3% in EBITDA Margin %.

Despite a challenging business environment, FY23 has been a landmark year as the annual revenue crossed H 113,400 Million . All the business segments have reported healthy revenue growth of 12.8% during the year with an EBITDA margin of 4.3%. The Facility Management segment was ahead of the pack with 36.2% revenue growth. Security Solution India achieved a revenue growth of 19.9% followed by Security Solution International (0.7%) and Cash Logistics (38.3%).

Security services - India

The Group provides security services in India through its subsidiaries, SLV Security Services Pvt Ltd., Uniq Security Solutions Pvt Ltd, 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 services - India segment recorded its highest ever annual revenue at H 46,261 Million, a growth of 19.9% over FY22 revenue primarily due to several significant wins in segments viz., financial, manufacturing, transportation, education, retail, healthcare, oil & gas, and IT.

The strong revenue growth in the segment is a result of minimum wage revision across states like Sikkim (~67.0% increase), Karnataka (23.0% increase), Bihar and Punjab (15%-17% increase) and central minimum wage hike as well, in addition to new order wins. New order wins and minimum wage hike had a positive impact on both our revenue & EBITDA and improved employee retention and manpower availability. As a result, FY23 EBITDA margins have increased from 4.3% at H 1,657 Million in FY22 to 4.6% at H 2,119 Million in FY23.

FY23 saw an overall improvement in India business margins as business growth normalized with the economy bouncing back post pandemic. This year''s results illustrate the predictability of our business model, as an essential service business, which continues to grow at a healthy rate.

The post COVID period witnessed record 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 Group in India as on March 31, 2023 was 1,81,381. Significant operational improvements were achieved by leveraging technology-based solutions and it has contributed to the growth in productivity for FY23.

On a standalone basis, the Company''s revenues, at H 39,849 Million during the year under review, increased by 20%, EBITDA at H 1,870 Million increased by 28% and, profit after tax at H 1,901 Million increased by 42%, as compared to the previous year.

On a consolidated basis, during the year under review, the Group''s revenues at H 1,13,458 Million increased by 13%, EBITDA at H 4,916 Million decreased by 1% and, profit after tax at H 3,465 Million increased by 6%, as compared to the previous year.

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

Significant DevelopmentsAcquisition of remaining shareholding of Terminix SIS India Private Limited

During the year under review, the Company acquired the entire remaining shareholding of 49.99% in Terminix SIS India Private Limited ("Terminix"), a subsidiary of the Company, for an aggregate consideration of H 7.77 Million. As a result, Terminix became a wholly owned subsidiary of the Company.

Acquisition of shareholding of Safety Direct Solutions Pty Limited

During the year under review, the Company, through its wholly owned subsidiary, acquired 85% of outstanding equity shares of Safety Direct Solutions Pty Ltd for an aggregate consideration of H 270.50 Million.

Acquisition of remaining shareholding of SLV Security Services Private Limited

During the year under review, the Company acquired the remaining shareholding of SLV Security Services Private Limited ("SLV") and the Company now holds 100% of the capital of SLV.

Buyback of Equity Shares

The Company successfully completed its second consecutive buyback, amounting to H 800 Million comprising of 14,54,545 equity shares of face value of H 5/- each, at a price of H 550 per share through the tender offer route. The buyback offer size represented 0.99% of the total paid-up equity share capital of the Company as of March 31, 2022. The total outflow of funds including taxes was H 997 Million. The Buyback was undertaken to optimise returns to shareholders and enhance overall shareholders'' value.

During the buyback acceptance period, the eligible shareholders submitted valid bids, resulting in a subscription of 7.83 times the maximum number of shares proposed to be bought back. The settlement of bids and the payment of the buyback consideration was made on October 28, 2022, and the shares were extinguished on November 2, 2022.

Operations and Business Performance

The standalone business, which includes manned guarding and electronic security solutions, achieved a healthy growth of 20.1% in revenue in FY23 despite multiple economic fluctuations. The business reported an EBITDA H 1,870 Million

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 H 422 Million for FY23. 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 has won significant orders from leading PSUs and private banks have been encouraging an increase in our solution sales revenue. In the evolving security landscape especially, 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, includes, one of the single largest AI projects in the country at 80 Locations for large PSU in the Oil sector and Surveillance & Command Control for a large PSU in the Gas sector.

2. Alarm Monitoring and Response: We provide customized AI-enabled intrusion detection and response services to individual homes, small business establishment, retail chains, bank branches, ATMs, Offices, and commercial establishments and operate this business under the VProtect brand. During FY23, we continued to aggressively expand our presence in the B2B space and won contracts in the BFSI segment and also successfully implemented customized solutions for large logistics customers.

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, stand to reach over 8,000 sites and over 14,000 connections as of March 2023. 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 services - 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, in New Zealand through Platform4Group Limited ("P4G") and in Singapore through Henderson Group. We also completed the acquisition of Safety Direct Solutions Pty Ltd. during the year. The Security services - International segment business has recorded its highest ever annual revenue at H 48,759 Million.

Our International Security solutions business continued to demonstrate strong growth and maintained its No. 1 position in the Australian market. Labour shortages across

Our Pest control business Terminix SIS forayed into paid audits and launched the Audit X app which was well received. We introduced powerful engineering solutions AUNOA (Automation and Guaranteed energy savings) and CAMFIL (Smart Air Filtration with sustainability for better ROI).

The consolidated EBITDA of the facility management segment grew by 28.7% from H 636 Million in FY22 to H 818 Million in FY23. Focused execution of margin improvement initiatives primarily contributed to the improvement in Q4 FY23 margins.

Cash Logistics (a joint venture with Prosegur)

The cash logistics business is a joint venture with Prosegur, a global leader in cash solutions. Services offered by the Company under this segment are Safe keeping and vault-related solutions, ATM related solutions, Cash-intransit, Doorstep banking, Cash pick-up and delivery, bullion management and customized cash processing and deposit solutions.

FY23 has been a record year with robust growth for the Cash logistics business. India''s high GDP growth rate and cash in circulation, at an all-time high (growing at a 2016-2023 CAGR of 12.5%) are the key drivers for growth of the cash logistics industry.

The business has transformed into a Bank Outsourcing and Support Solutions provider and not merely a provider of cash logistics solutions. Moving beyond the ATM business to focus on services like currency chest management, cash processing etc. will enable the business to become a formidable industry participant.

While quarterly revenue run rate has almost doubled in the last three years, EBITDA has quadrupled, with Q4 FY23 EBITDA at H 243 Million, a 6.5% growth over the same quarter previous year and 11.6% increase over the previous quarter, illustrating the quality of revenue growth and execution excellence with international best practices. FY23 revenue was at H 5,430 Million, a growth of 38.3% over FY22 and FY23 EBITDA was H 857 Million, a growth of 60.9% over FY22.

We reduced exposure to the ATM business and continue to focus on the non-ATM business, which includes retail banking and cash-in-transit business. We now operate 3,000 cash vans, service 10,000 ATMs and provide doorstep banking services across 22,000 pickup points and operate 60 vaults and strong rooms across the country. The business focused

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 FY23 the International segment recorded a significant number of new order wins. We acquired key contracts in the segments viz., retail, logistics and real estate.

On a consolidated basis, the Security services - International segment, recorded revenues of AUD 887 Million during FY23 against AUD 883 Million in FY22.

We continue to be No.1 in Australia with over 21% market share. High margin special contracts have now completely wound down and the segments which were most impacted by the pandemic viz., Aviation, Universities & Special events started ramping up and rapidly returning to pre covid levels.

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

The FY23 EBITDA for the segment was AUD 36 Million (4.1% of revenues) against AUD 49 Million (5.6% of revenues) for FY22 due to the winding down of special COVID related contracts and labour shortage.

Facility Management

The Group''s facility management business comprises:

i. Service Master Clean Limited, Dusters Total Solutions Services Private Limited and Rare Hospitality & 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 business is the fastest growing 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 18,998 Million in FY23, up from H 13,947 Million in FY22, a robust growth of 36.2%. The revenue growth is largely driven by key business segments like Healthcare, Manufacturing, IT and Transportation segments.

on solution selling and sales in new segments which now contribute ~4% of overall revenue with ~26% of currency chests outsourcing to us.

We were the 1^st player prepared for phase 1-cassette swap in 2023, 3 months ahead of the industry. By the end of FY23, almost 60% of ATMs serviced by us were functional on Cassette swap operations. We continue to focus on new solutions to reduce dependence on traditional products and services.

The global cash logistics market is expected to reach $ 26.8 billion in 2027 at a CAGR of 6.9% from $ 20.5 billion on the back of rise in deployment of ATMs.

Outlook

Despite the global slowdown, India''s economic growth rate is the highest globally and reflects relatively robust domestic consumption and lesser dependence on global demand.

Improving labour market conditions and consumer confidence is likely to drive private consumption. The central government''s commitment to significantly increase capital expenditure in FY24, despite targeting a lower fiscal deficit of 5.9% of GDP, will also spur demand. Helped by recovery in tourism and other contact services, the services sector will grow strongly in FY23 and FY24 as the impact of COVID-19 wanes. However, manufacturing growth in FY23 is expected to be tamped down by a weak global demand, but it will likely improve in FY24, However, geopolitical tensions and weather-related shocks are key risks to India''s economic outlook.

Overall economic growth of the country directly fuels demand for Security, Facility Management (''FM''), and Cash logistics services. Along with a low economic base in FY21-22, the growth moderation for India in FY23 is premised on an ongoing global economic slowdown, tight monetary conditions, and elevated oil prices. According to Asian Development Bank (ADB), India''s gross domestic product (GDP) expected to grow at 6.4% in FY23, however, FY24 is expected to see a faster growth in GDP at 6.7% owing to high investment in the country, supportive government policies and sound macroeconomic fundamentals. Despite the global slowdown, India''s economic growth rate is stronger than in many peer economies and reflects relatively robust domestic consumption and lesser dependence on global demand.

India is expected to be the fastest growing economy globally with GDP growth at 6.1 % for 2023 and 6.8% for 2024. 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. IMARC Group has forecasted that the FM vertical will grow at a CAGR of ~12.6% during 2023-2028.

With the booming information technology (IT) sector and the growing popularity of e-commerce platforms, the overall need for infrastructure and organized spaces is increasing, which is also influencing the FM services market positively. Furthermore, post-pandemic there has been an increasing emphasis on hybrid workspaces and return-to-the-workplace strategies are anticipated to augment the demand for FM services to maintain safety, health, and productivity.

The Company continues to focus on delivering robust organic growth and it is expected that inorganic growth will provide additional growth enhancement. We are open to 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 and driving synergies across business divisions / entities will enable us to achieve cost savings and superior profitability.

Material changes & 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 closure of the financial year and until the date of this report.

Dividend and Dividend Distribution Policy

The Board of the Company does not recommend any dividend for the financial year ended March 31, 2023 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/.

Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

In compliance with the provisions of the Companies Act, 2013 and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is not obligated to transfer any unpaid or unclaimed dividend amounts or shares, for which the dividend has not been claimed or paid for a continuous period of seven years or more to the IEPF.

Transfer to reserves

The Company does not propose to transfer any amount to the general reserve for the year ended March 31, 2023.

Credit Rating
Nature of	Name of Credit	Credit Rating
Instrument	Rating Agency	Assigned
Non-Convertible	CRISIL Ratings	CRISIL AA- (Stable)
Debentures	Limited

Note: During the year under review, your Company redeemed the entire outstanding 1,900, 7.90% Secured, Redeemable, Rated, Listed Non-Convertibie Debentures of face value of H 10,00,000 each amounting to H 1,900 Million on March 29, 2023.

Share Capital

As of March 31, 2023, 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 728.65 Million, consisting of 14,57,29,441 equity shares of H 5 each.

Subsequently, in November 2022, the Company extinguished 14,54,545 equity shares of H 5 each following a buyback from all eligible shareholders. Additionally, during the year under review, the Company issued and allotted 1,52,936 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.

Particulars of Loans, Guarantees and Investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures relating to

Loans, Guarantees and Investments as of March 31,2023, are provided in Note 18 to the Standalone Financial Statements.

Deposits

Non-Convertible Debentures

During the year under review, your Company redeemed the entire outstanding 1,900, 7.90% Secured, Redeemable, Rated, Listed Non-Convertible Debentures of face value of H 10,00,000 each amounting to H 1,900 Million on March 29, 2023.

Corporate Governance

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 V 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 a Corporate Social Responsibility (''CSR'') Committee, chaired by Mr. Ravindra Kishore Sinha. Other members of the Committee include Mr. Arvind Kumar Prasad 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 2,83,322 people, of which a large majority come from the 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 SIS Group established the SEWA trust for the betterment of the lives of the employees and has engaged in various community activities that have positively impacted thousands of people over the years. 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 the society and the environment in which the Group operates. It aims at enhancing welfare measures of 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, so as 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 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 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 an 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.

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 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, 5 complaints were received and resolved. Your Company constituted an Internal Complaints Committee to enquire into complaints

received, and to recommend appropriate action, as per the requirements of the said Act.

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 amongst eminent professionals with expertise in business, finance, law, public administration and enterprises. 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 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 & Sustainability Report

Related party transactions

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

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 2022-23 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, 2023, are provided in the Notes to the Standalone Financial Statements, which form part of this Annual Report.

Risk Management

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

As on March 31, 2023, the Committee comprises of the following directors:

1. Mr. Upendra Kumar Sinha, Independent Director,

2. Mr. Sunil Srivastav, Independent Director, and

3. Mr. Rajan Verma, 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.

In the opinion of the Board, there are no risks that pose a threat to 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

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.

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.

Subsidiaries and Joint Venture Companies

As on March 31, 2023, the Company has 34 subsidiary companies and 4 joint venture companies. There has been no material changes in the nature of the business of the subsidiaries.

The following additions were made during the year:

â¢ Effective, September 12, 2022, Safety Direct Solutions Pty Ltd and Safety Direct Solutions Pty Ltd. NZ became subsidiaries of the Company.

The Alarm Centre Limited and MSS AJG Pty Ltd ceased to be subsidiaries of the Company effective January 20, 2023 and March 5, 2023, respectively.

Further, the audited financial statements of subsidiary companies are also available on the website of the Company athttps://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/.

People and Training

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 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 [email protected].

Employee Stock Option Plan (ESOP)

During the year under review, the Company had granted a total of 35,700 options to employees of the Company under the Employee Stock Option Plan - 2016.

b. Cessation of Directors

â¢ Mr. Amrendra Prasad Verma (DIN: 00236108), Mr. Devdas Apte (DIN: 03350583) and Mr. Rajan Krishnanath Medhekar (DIN:07940253), completed their second consecutive term as Independent Directors on September 24, 2022 and consequently ceased to be Directors of the Company with effect from the end of that day.

â¢ Mrs. Renu Mattoo (DIN: 08050374) completed her second consecutive term as an Independent Director on January 28, 2023, and consequently ceased to be a Director of the Company with effect from the end of that day.

The Board expressed its sincere appreciation for the valuable guidance and contributions provided by Mr. Amrendra Prasad Verma, Mr. Devdas Apte, Mr. Rajan Krishnanath Medhekar and Mrs. Renu Mattoo during their tenure with the Company.

Declaration of Independence

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.

Committees of the Board

As on March 31, 2023, 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.

Meetings of the Board

During the year under review, the Board of Directors met 7 (seven) times to deliberate on various matters. The meetings were held on April 19, 2022, May 4, 2022, June 29, 2022, July 26, 2022, November 2, 2022, February 2, 2023, and March 24, 2023.

Directors and Key Managerial Personnel ("KMP") a. Appointment/Re-appointment of Directors

â¢ 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. Rituraj Kishore Sinha, Managing Director and Mr. Arvind Kumar Prasad, Director - Finance, 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.

â¢ 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. Rituraj Kishore Sinha (DIN: 00477256) has been re-appointed as the Managing Director of the Company, for a period of 5 years effective April 24, 2022.

ii. Mr. Arvind Kumar Prasad (DIN: 02865273) has been re-appointed as a Whole-Time Director (designated as Director - Finance) of the Company, for a period of 5 years effective April 24, 2022.

iii. Mr. Upendra Kumar Sinha (DIN: 00010336) has been appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 3 years effective June 29, 2022.

iv. Mr. Uday Singh (DIN: 02858520) has been appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 years effective July 26, 2022.

v. Mr. Sunil Srivastav (DIN: 00237561) has been re-appointed as an Independent Director of the Company, not liable to retire by rotation, for another period of 5 years effective October 24, 2022.

vi. Ms. Rivoli Sinha (DIN: 05124090) has been appointed as a Non-Executive Director of the Company, effective November 2, 2022.

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

Board Evaluation

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

Auditors and Audit Reports

SS Kothari Mehta & Co., 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 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

year 2022-23, issued by Mr. Sudhir V Hulyalkar is provided in Annexure IV-A to this Report.

In the Secretarial Audit Report, it has been stated that the Company did not comply with the proviso to Regulation 17 (1) (a) of the SEBI Listing Regulations, as there is no independent woman director on the board of directors since the end of tenure of existing independent woman director on January 28, 2023.

In response to this, it is stated that, Mrs. Renu Mattoo completed her second term as an Independent Director on January 28, 2023, and ceased to be a Director of the Company on the same day. The Company is currently actively searching for eligible and suitable candidates to fill the position of independent woman director.

The Secretarial Auditor also reported non-compliance with Regulation 21(3C) of the SEBI Listing Regulations, as there was a one day delay between two consecutive meetings of the Risk Management Committee, exceeding the stipulated 180 day time frame.

In response to this, it is explained that the delay in holding the meeting of the Risk Management Committee by one day was due to intervening holidays and the unavailability of all committee members.

Compliance with the Secretarial Standards

During the year, your Company is in compliance with the mandatory 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

Foreign Exchange Earnings and Outgo

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

H Million
Particulars	2022-23
Foreign exchange earnings	520.13
Foreign exchange expenditure	61.34

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, 2023, is available on the Company''s website at https://sisindia.com/annual-report/.

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

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.

Vigil Mechanism / Whistle Blower Policy

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:

â¢ In the preparation of the accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures from the same;

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

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

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

Appreciation/Acknowledgement

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.

Cautionary Statement

For and on behalf of the Board of Directors

New Delhi Ravindra Kishore Sinha

May 03, 2023 Chairman

Mar 31, 2022

Your Directors are pleased to present the 38^th 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, 2022.

Financial Highlights

The Company''s financial performance for the year ended March 31, 2022 is summarized in the table below:

All amounts in H million except share data
	Standalone		Consolidated
	Financial Year 2021-22 (FY 22)	Financial Year 2020-21 (FY 21)	Financial Year 2021-22 (FY 22)	Financial Year 2020-21 (FY 21)
Net Revenue	33,178	30,041	1,00,591	91,273
Revenue Growth %	10.44	0.27	10.21	7.57
Earnings before financial charges, depreciation and amortization, and taxes (EBITDA)	1,461	1,710	4,985	5,208
Depreciation and Amortization	379	415	1,115	1,130
Financial charges	561	702	984	1,273
Others (Other income and effect of business combination)	634	263	527	4,778
Share of Profit / (Loss from Associates)	-	-	26	5
Reported Earnings/Profit Before Tax (PBT)	1,156	856	3,439	7,588
Tax Expenses	(183)	(285)	179	1,154
Add / (Less): Exceptional Items	-	-	-	(2,762)
Pro-forma Earnings / Profit After Tax (PAT)	1,339	571	3,260	3,672
Add / (Less): One-off adjustments	-	-	-	-
Reported Net Earnings/PAT	1,339	571	3,260	3,672

On a standalone basis, the Company''s revenues, at H 33,178 Million during the year under review, increased by 10.44%, EBITDA at H 1,461 Million increased by 14.58% and, profit after tax at H 1,339 Million increased by 134.52%, as compared to the previous year.

On a consolidated basis, during the year under review, the SIS Group''s revenues at H 1,00,591 Million increased by 10.21%, EBITDA at H 4,985 Million decreased by 4.28% and, profit after tax at H 3,260 Million reduced by 11.22%, as compared to the previous year.

The SIS Group continues to be amongst the largest security and facility management services companies in the Asia-Pacific region with revenues continuing to grow at a rate more than the industry growth rate with clear leadership positions in India and Australia and significant presence in New Zealand and Singapore.

The Company is ranked amongst the top 10 in the industry globally (by revenue) and the fastest growing amongst listed peers across global markets and the only platform with market leading positions across Security Services (#1), Facility Management (#2) and Cash Logistics (#2) in a major market like India.

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

Significant Developments

Acquisition of remaining shareholding of Uniq Security Solutions Private Limited

During the year under review, the Company acquired the entire remaining shareholding of 49% in Uniq Security Solutions Private Limited ("USSPL"), a subsidiary of the Company, for an aggregate consideration of H 510.20 Million and as a result USSPL, and its subsidiaries Uniq Detective and Security Services (AP) Pvt Ltd, Uniq Detective and Security Services (Tamilnadu) Pvt Ltd and Uniq Facility Services Pvt Ltd became wholly owned subsidiaries of the Company.

Acquisition of remaining shareholding of Henderson Holdings Pte. Limited

During the year under review, a subsidiary of the Group acquired all of the remaining shareholding and voting rights of 40% in SIS Henderson Holdings Pte Ltd., Singapore, an indirect subsidiary of the Company, for an aggregate consideration of H 1,260.8 million (AUD 22.25 million), and as a result SIS Henderson Holdings Pte Ltd. and its subsidiaries became a wholly owned subsidiaries of the Company.

uninterrupted services throughout the lockdown period to ensure that our customers could continue running their business smoothly and also ensured that our revenue and business driven steady during the year under review. In several instances, we were also assisting multiple government agencies in discharging their duties successfully.

Security Services Security services - India

This financial year, the Indian economy consolidated its recovery with most constituents surpassing pre-pandemic level of activity. Despite the COVID-19 pandemic challenges, we ensured uninterrupted operations for our clients and were successful in keeping our revenues relatively stable. This reflects the essential nature of our services, the relative demand resilience and our strong execution capabilities.

SIS continues to be the largest security service company in India and the results during the year under review and the superior service provided to its clients has reinforced this leadership position.

During the COVID period managed to maintain profit margin inspite of incurring huge costs on account operational health and safety, vaccination.

Security Services segment has demonstrated its resilience during the year under review. The segment has been very minimally impacted due to the essential nature of our services. During the year, the segment has recorded strong revenue growth 10.6% primarily due to several significant wins in segments viz., coal, manufacturing, power, hospitality, pharma, leading oil and gas company, BFSI, opex based alarm monitoring and response services, logistics and transportation.

The results of the Group''s implementation of several productivity measures, got offset this year due to following reasons. Firstly, we incurred large expenditures for protection and mitigating measures for Covid-19, such as expenses on medical needs and vaccination for our frontline workforce. Secondly, with the economy opening up, all the cost saving elements -such as reduced office rentals, meeting related travel, hotel accommodation, training etc. -which were induced due to lockdown in FY21, have started to come back in the system and these costs are now getting reflected back in the P&L. Thirdly, we have invested in growth levers such as adding people in our sales team, restarted opening branches, among other growth initiatives. As a result, EBITDA margins this year, have decreased from 5.5% at H 1,902 Million in FY21 to 4.3% at H 1,658 Million in FY22.

The number of security personnel employed by the Group in India as on March 31, 2022 was 1,67,011. Significant operational improvements were achieved by leveraging technology-based solutions and it has contributed to the growth in productivity for the year under review.

Acquisition of remaining shareholding of Pla tform 4 Group Limited

During the year under review, SIS Australia Group Pty Limited, a subsidiary of the Company acquired all the remaining shareholding and voting rights of 49% in Platform 4 Group Limited (P4G), a subsidiary of the Company, for an aggregate consideration of H 275.55 Million (NZD 5.38 Million) and as a result P4G became a wholly owned subsidiary of the Company.

Buyback of Equity Shares

The Company bought back 1,818,181 equity shares of face value of 5/- each at a price of H 550 per share for an aggregate consideration of H 1,000 million. The offer size of the buyback was 1.24% of the total paid-up equity share capital of the Company as on March 31, 2020. The Buyback was undertaken to optimise returns to shareholders and enhance overall shareholders'' value.

During the buyback acceptance period, the valid bids received from the eligible shareholders resulted in the subscription of 7.74 times the maximum number of shares proposed to bought back. The settlement of bids and payment of buyback consideration was made on June 7, 2021 and the shares were extinguished on June 11, 2021.

The total outflow of funds including taxes was H 1240 million. Despite of cash outflow, net debt/EBlTDA stands at 1.15.

Operations and Business Performance

The last two financial years in a row had extremely been challenging globally and in India. The outbreak of COVID-19 from the last month of the financial year 2020 had slowed down the economic activity significantly during the first two quarters of the financial year 2022.

The COVID-19 pandemic and lockdowns have reinforced the essential need for our services which establishes that the industry we serve was the least impacted and recovered in a better pace than many other sectors. The COVID period has highlighted the resilience nature of the business and the Company witnessed a sustained growth. Despite of second and third wave, the financial year has been a landmark year as the annual revenue crossed H 10,000 crore. All the business segments have reported healthy revenue growth of 10.2% during the year with FM segment being the standout performer at 23.7% of revenue growth.

The Group ensured the welfare of its employees and clients and proactively implemented several actions and measures to protect the frontline workers by ensuring a safe working environment for them. The Group introduced "No Vaccination No Hire" policy for new recruitments. Similarly, "No Vaccination No Duty" policy was implemented for the existing employees across the Group.

The COVID period has underlined the resilient nature of our business. The categorisation of our services as "essential" across India and the world, enabled us to provide

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 H 373 Million during the year under review compared to H 245.1 Million in the previous year. This is our highest ever revenues, backed by the strong B2G Sales. We continue to sell and provide technology-based security solutions to our customers reducing dependency on manpower and providing them customized solutions, and by doing so, we are innovating our modes of solution delivery.

Our electronic security business segment won significant orders from leading PSUs and private banks encouraging to increase our solution sales. In the evolving security landscape especially, a paradigm shift has been observed and moving towards, MANTECH solutions wherein, security guards are coupled with, and supported by technological solutions to provide a superior and more efficient outcome for the clients. Our technology and electronic security solutions businesses continue innovating and introducing new products and solutions to our clients.

Some of the noticeable solutions this year, includes, one of the single largest AI projects in the country at 80 Locations for large PSU in Oil sector and Surveillance & Command Control for large PSU in Gas sector.

2. Alarm Monitoring and Response - We provide customized AI-enabled intrusion detection and response services to individual homes, small business establishment, retail chains, bank branches, ATMs, Offices and commercial establishments and operate this business under the brand VProtect. During the year under review, we continued to aggressively expand our presence in the B2B space and won contracts from marquee customers in the BFSI segment and also successfully implemented customized solutions for large Logistics customers.

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, increased from 3,500 sites as on March 2021 to reach 7,749 sites as on March 2022. This year we have secured orders for deploying our customized solutions for the largest PSU Bank in South India and are currently executing orders for two of India''s leading public sector banking institutions to install, maintain and monitor alarm monitoring and response services.

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. We are continuing to invest in the latest Artificial Intelligence and Machine Learning technology to give us an added technological advantage over

In today''s era, there are several startups which have emerged in all our business segments working on unique solutions and technologies to solve customer problems and meet customer needs. Leveraging this eco-system SIS has recently invested in Staqu, a video analytics company. We believe that video analytics-based security solutions are expected to transform the security industry worldwide and to keep pace with this transformative trend, the Company has invested in such strategic capabilities. The Company further see potential synergies with its alarm monitoring business as well.

Security services - 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 ("MSS") and Southern Cross Protection Pty Ltd ("SXP"). In New Zealand through Platform4Group Limited (P4G) and in Singapore through Henderson Group (Henderson). The Security services - International segment business has recorded its highest ever annual Revenue at H 48,405 Million, with minimal impact in business due to COVID-19 and has grown faster than the market & also increased its market share.

Security Services - International segment continues to demonstrate strong growth. The financial year under review recorded the highest number of new wins in last 4 years inspite of operating under severe restrictions. We acquired key contracts in segments viz., education, aviation and logistics and there were big wins in loss prevention business.

On a consolidated basis, the Security services - International segment, recorded revenues of AUD 883 Million during the year under review against AUD 850 Million in the previous year. This represents a growth of 3.8% (on a constant currency basis) over the previous year.

We continue to be No.1 in Australia with over 21% market share, outpacing market growth. In Australia, our revenues grew by 6.4%, which is 4x the GDP growth. In the last two years, while the general economic environment was challenging due to the restrictions in travel and tourism as a result of the COVID-19 pandemic, the business rose to the occasion, and reached out to clients to assure and ensure uninterrupted operations and its leadership position in the country resulted in selection by the government to provide security services to the government''s dedicated Vaccination centre management, isolation facilities and quarantine hotels. It is a testament to the superior service offering of our business and a reflection of the essential nature of the business. These COVID related contracts came at higher margins and also contributed to offset the reduction of revenues from existing clients who were impacted by the restrictions in travel and tourism as a result of the COVID-19 pandemic. These special contracts are winding down and the segments which were most impacted by the pandemic

viz., Aviation, Universities & Special events started ramping up and rapidly returning to pre covid levels.

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

The EBITDA for the segment was AUD 49 Million (5.6% of revenues) against AUD 55.3 Million (6.5% of revenues) for FY21 primarily due to the winding down of special COVID related contracts and impacted segments of the economy coming back to normal levels.

Facility Management

The Group''s facility management business comprises:

i. Service Master Clean Limited ("SMC"), Dusters Total Solutions Services Private Limited ("Dusters") and Rare Hospitality & Services Private Limited in the business of housekeeping and cleaning services;

ii. Terminix SIS India Private Limited ("Terminix SIS"), a joint venture with Terminix, in the pest control business; and

iii. Adis Enterprises Private Limited ("Adis"), specializing in Operations & Maintenance in the Pharmaceutical vertical.

The Facility Management business is the fastest growing vertical in the group''s portfolio. The business has recorded highest ever annual revenues at 13,947 Million in FY22, up from 11,273 Million in FY21, an increase of 23.7 %. The Revenue growth is largely driven by key business segments like Healthcare, Manufacturing, BFSI and Ecommerce / Logistics. The Indian facility management market is projected to grow at a CAGR of 17%.

This segment displayed the fastest and biggest recovery from the COVID impact.

While Health & Hygiene continue to be defining factors for the business, the last two years have fast tracked the shift from unorganized to organized sector players especially for larger clients who are now seeking financially strong, ability to scale up, quality conscious and statutory compliant service providers.

The trend of large clients moving towards consolidation of service providers is visible, as they try to reduce the number of suppliers and consolidate their purchases with larger and more compliant service providers. This will enable better pricing & more SLA based contracts for the industry on the whole.

In 2021, Rentokil announced the acquisition of Terminix, USA. As a result of this acquisition, Terminix has decided to exit the joint venture in India and offered all its shares to SIS and the offer was accepted by SIS.

The conversion of Terminix SIS to a 100% subsidiary of the SIS Group is a major event and we intend to continue investing and growing this business.

The consolidated EBITDA of the facility management segment grew by 61.4% from H 394 Million in FY21 to H 636 Million in FY22 and the EBITDA margin improved from 3.5% in FY21 to 4.6% in FY22.

Cash Logistics (a joint venture with Prosegur)

The cash logistics business is a joint venture with Prosegur, a global leader in cash solutions. Services offered by the Company under this segment is Safe keeping and vault-related solutions, ATM related solutions, Cash-in-transit, Doorstep banking, Cash pick up and delivery, Bullion transportation and customized cash processing and deposit solutions.

On a consolidated basis, the cash logistics business'' revenues increased by 18.8% over the previous year. We reduced exposure to the ATM business and continue to focus on the non-ATM business, which includes retail banking and cash-in-transit business. We now operate over 2,000 cash vans, service 10,000 ATMs and provide doorstep banking services across 18,376 pickup points and operate 60 vaults and strong rooms across the country.

The business focused on solution selling and sales in new segments. The innovative tech enabled solutions and new product lines contribution was almost 5% of overall revenue. We successfully deployed our first cash deposit machine in the retail segment during the year.

The migration to the Reserve Bank of India (''RBI'') and the Ministry of Home Affairs (''MHA'') guidelines announced during FY19 has been slow, but we continue to engage with customers to transition the operations to an RBI regulation compliant state and at the same time successfully negotiating the corresponding price increases for the contracts. The banks and customers are transitioning and accepting the stipulation of RBI. By the closing of FY22, almost 10% of ATMs serviced by us were functional on Cassette swap operations.

We continue to focus on new products to reduce dependence on traditional products and services.

The global cash logistics market is projected to grow at a CAGR of 6.9%.

Outlook

The industries we operate in, and the services we provide, are closely linked to the overall economic growth of the country. FY2021-22 had been a turbulent year for the Indian economy with intermittent waves of covid pandemic and geopolitical tensions in Europe towards end of the year caused uncertainty in the operating environment. However, coming off a low economic base in FY21, India''s Gross domestic

product (GDP) grown at 8.9% in FY22, and expected to grow at 7.2% in FY23 by Reserve Bank of India (RBI), making it the fastest-growing major economy in the world. The early signs are now that supply-chain pressures are peaking globally and in India giving rise to an expectation that inflation pressures may recede over next few months according to the RBI.

The longer-term trends, continue to be robust with the underlying drivers all showing the right momentum. In the Security solutions vertical, this growth comes on the back of increasing smart cities demanding advanced technology backed security solutions, continued urbanization, higher threat perception, inadequate police force and shift from less-organized local players to well-organized national players. The Freedonia Group (a business research company) ("Freedonia"), in its March 2019 report has forecasted that the India security industry will grow to H 157,000 Crores by FY24 at a 5 years CAGR of ~14%. Out of this, the technology led security solutions segment is estimated to grow at over 19% during this period.

Similarly, in the Facility Management (''FM'') vertical, increased focus on health, hygiene, and sanitation in the post-COVID-19 times, will lead to newer solutions, more intensified cleaning, reliance on professional vendors and greater outsourcing etc. Freedonia has forecasted that the FM vertical will grow to H 230,000 Crores by FY24 at a 5 years CAGR of ~19%.

COVID-19 crisis has demonstrated the resilient nature of our business segments and will provide us opportunities to increase our market share driven by our proven delivery capability and our unique ability to design solutions to meet our clients'' requirements. We have historically grown at over 1.5 times the industry growth across geographies, and we believe that we are well placed to continue to outperform the industry in the future too.

Our International business continued to demonstrate strong growth year after year and maintained its No. 1 position in the Australian market. With our strong brand name and continuous investments in people and technology, we believe that we will maintain this market leadership position despite the macro-economic situation in Australia in FY23 too. These geographies will contribute healthily to reduce volatility in the overall group business.

The Cash logistics industry has seen good growth over the past year due to our focus on Door-step banking, Cash Processing business, new products and solutions development and deployment. We believe that the ecosystem for cash logistics is likely to undergo a significant shift with the slow but steady adoption of the RBI regulations and MHA guidelines that were announced in FY19. This coupled with steady tariff upticks are likely to hold the cash logistics in good stead over the coming years.

We are also witnessing increasing requirements from customers expressing an intent to invest in, and deploy, electronic security systems as part of their security

deployment. At the same time, there is an increasing segment of consumers who are seeking to adopt electronic security as a service ("ESAS"). This presents a huge opportunity for players such as SIS, who can curate and provide man-tech solutions which provide integrated security solution to the customers.

Our focus remains to drive strong organic growth and at the same time continuously look to expand on our service offerings by acquiring businesses in niche markets/territories and customer segments. We believe that by continuously investing in systems, processes, training and recruiting the best personnel and managers, we would be able to continue to deliver superior services to customers.

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

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

Other significant matters since the end of the financial year

â¢ The Company acquired 9.83% shareholding in Staqu Technologies Private Limited for an aggregate consideration of H 63.5 Million.

â¢ The Company purchased 1,12,47,750 equity shares (49.99%) held by SVM Singapore Pte. Ltd. in Terminix SIS India Private Limited ("Terminix SIS") for an aggregate consideration of H 7.77 Million and as a result Terminix SIS became a wholly owned subsidiary of the Company.

â¢ The Board of Directors have approved the buy-back of upto 14,54,545 equity shares of face value of H 5/- each (representing 0.99% of the total paid-up equity share capital of the Company as on March 31, 2022) from the shareholders/ beneficial owners of equity shares of the Company on a proportionate basis, through the tender offer process as prescribed under the SEBI (Buyback of Securities) Regulations, 2018, at a price of H 550/-, payable in cash, for an aggregate maximum amount of H 800 million.

Dividend and Dividend Distribution Policy

The Board of the Company do not recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2022.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended from time to time, your Company formulated a Dividend Distribution Policy. This Policy is available on the Company''s website at https:// sisindia.com/investors/policies-and-code-of-conduct.

Transfer of unclaimed dividend to Investor Education and Protection Fund

In accordance with the provisions of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is required to transfer the following to IEPF:

â¢ Dividend amount that remains unpaid/unclaimed for a period of seven (7) years; and

â¢ Shares on which the dividend has not been paid/ claimed for seven (7) consecutive years or more.

In compliance with IEPF Rules including statutory modifications thereof, the Company publishes notices in newspapers and sends specific letters to all the shareholders, whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.

Dividend and other amounts transferred/credited to IEPF during 2021-22:

Financial Year	Type of amount	Date of declaration	Amount transferred to IEPF	Date of transfer to IEPF
2014-15	Interim	December	H 1,78,256	February
	Dividend	13, 2014		10, 2022

Shares transferred/credited to IEPF during 2021-22

During the year, the Company, transferred 1,958 equity shares of H 5 each comprising of five (5) shareholders to IEPF.

The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company and the details of equity shares transferred to IEPF on the website of the Company at https://sisindia.com/investors/dividend/.

The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in.

Transfer to reserves

The Company has not proposed to transfer any amount to the general reserve.

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 on March 31,2022, the authorised capital of the Company is H 1,350.00 Million divided into 270,000,000 equity shares of H 5 each, and the paid-up equity share capital of the Company is H 735.16 Million consisting of 14,70,31,050 equity shares of H 5 each.

Consequent to the buyback from all the eligible shareholders, the Company has extinguished 18,18,181 equity shares of H 5 each in June, 2021.

During the year under review, the Company issued and allotted 5,47,473 equity shares of H 5 each pursuant to the exercise of stock options in terms of the Employee Stock Option Plan of the Company.

Your Company has neither issued equity shares with differential rights as to dividend, voting or otherwise nor sweat equity shares during the year under review.

Particulars of Loans, Guarantees and Investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures relating to Loans, Guarantees or Investments as on March 31, 2022 are provided in 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 and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

Non-Convertible Debentures

During the year under review, your Company has redeemed 1,500, 9.50% Secured, Redeemable, Rated, Listed NonConvertible Debentures of face value of H 10,00,000 each.

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 practices the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI) and the Act.

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

Corporate Social Responsibility

In terms of 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, which is chaired by Mr. Ravindra Kishore Sinha. The other members of the Committee are Mr. Rajan Krishnanath Medhekar and Mr. Uday Singh. The CSR Policy is available on the Company''s website at https://sisindia.com/ investors/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 2,50,000 people, of which a large majority come from the less privileged sections of society with limited means for education, development, and livelihood. The SIS Group has been instrumental in improving lives of these people through training, development and providing them employment opportunities.

Our Board of Directors, our Management and all our employees subscribe to the philosophy of compassionate care. We believe that a business must give back to society and to the environment and community in which they operate in such a manner that helps in building a secure, healthy, knowledgeable, and a sustainable society and business. Corporate Social Responsibility (CSR) has been an integral part of the way that the SIS Group conducts its business since its inception. The SIS Group set up the SEWA trust for the betterment of lives of the employees. The SIS Group has engaged in various activities in the communities that our employees live in, which has benefited thousands of people over the years. The Company has also been at the forefront in imparting and encouraging skills-based training to people from backward and less developed communities across the country.

The Policy on CSR has been formalized 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 the society and the environment in which the Group operates. It aims at enhancing welfare measures of the society based on the immediate and long term social and environment consequences of the SIS Group''s activities. This Policy specifies the projects and programmes that can be undertaken, directly or indirectly, the modalities of execution and the monitoring thereof.

The scope of the Policy has been kept as wide as possible, so as to allow the SIS Group to respond to changing and immediate societal needs and maintain flexibility, but at the same time focus on a specific set of activities that bring long term benefit to society.

One of the internal objectives of the CSR Policy is to seek an active participation of employees of the Company at all the locations. Employees will be encouraged to volunteer their time and effort in respect of SIS Group sponsored programmes or on their initiatives. The Company will recognize the efforts put in by employees in CSR activities. A widespread awareness of the CSR initiatives of the SIS Group will be conducted and the SIS Group seeks an 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.

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

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, disability or economic status and provides a safe and conducive work environment to its employees and associates. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace. During the year under review, 4 complaints were received and resolved. Your Company has constituted an Internal Complaints Committee to enquire into complaints received, and to recommend appropriate action, wherever required as per the requirements of the said Act.

Nomination and Remuneration policyDirectors 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 qualifications, positive attributes, and independence of Directors, both in respect of Independent Directors and other Directors as applicable. This policy, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business/ finance/ law/ public administration and enterprises. 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/ re-appointed with the approval of the members for a period of three to five years or a shorter duration, in accordance with any arrangements and/or guidelines as determined by the Board from time to time.

Business Responsibility Report & Sustainability Report

During the year, the Company voluntarily published its first sustainability report which provides key business information to the stakeholders and also the manner in

1. Mr. Amrendra Prasad Verma, Independent Director,

2. Mr. Rajan Medhekar, Independent Director,

3. Mr. Sunil Srivastav, Independent Director, and

4. Mr. Rajan Verma, Independent Director.

Mr. Amrendra Prasad Verma is the Chairman of the Committee. The Committee is responsible for monitoring and reviewing the strategic risk management plans of the Company and ensuring its effectiveness.

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

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated in 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 important that we work to ensure that these continue to keep pace with the business growth and that our policies remain current and relevant in the rapidly changing business landscape. Information systems are being continuously evaluated and revamped to deliver timely and relevant information to various stakeholders to arm them with the necessary information and tools to enable them to compete in a tough market and environment. We believe that IT and information systems are critical in today''s world and we have several dedicated groups of people constantly working to continuously evolve and improve these systems to keep abreast of the fast-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 which will result in more robust controls and uniformity and consistency of 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 action plans arising therefrom. Director -Finance and the Chief Financial Officers are invitees to the meetings of the Committee.

which, the Company carries out its business in a responsible way towards achieving the social and environmental value creation.

Sustainability for your Company is the responsibility towards all stakeholders. Responsibility that goes beyond mere economic and financial considerations and touches upon our broader role in society and the communities we work with. As an essential services provider, contribution to the economic and societal wellbeing of all citizens have been made and have emerged as a powerful vehicle of creating employment opportunities and empowering people from the grassroots. Regular efforts have been taken towards limited environmental footprint, low levels of emissions and pollution, and also minimal land and water use.

Related party transactions

During the year under review, all contracts/arrangements entered by your Company with related parties, were on an arm''s length basis. There are no material significant Related Party Transactions entered by the Company during the year that required shareholders'' approval under Regulation 23 of the SEBI Listing Regulations. All related party transactions, entered for the year under review, have been approved by the Audit Committee and are reviewed by it on a quarterly basis.

Since all the contracts/arrangements/transactions with related parties, during the year under review, were at arm''s length and were 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 2021-22 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, 2022, are provided in the Notes to the Standalone Financial Statements forming part of this Annual Report.

The Policy on related party transactions is available on the Company''s website at https://sisindia.com/investors/ policies-and-code-of-conduct.

Risk Management

The Board of Directors have approved the risk management policy and the main objectives of the policy are (a) to identify and prioritize strategic and operational risks, develop appropriate mitigation strategies, and conduct periodic reviews of the progress on the management of identified risks; (b) to implement and maintain a risk management framework which identifies, assesses, manages, and monitors the Company''s business risks; and (c) to put in place the appropriate systems and procedures to proactively monitor and manage the inherent risks in businesses with relatively high-risk profiles.

The Board of Directors have formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

As on March 31, 2022, the Committee comprises of the following directors:

The Internal Auditors, who are an independent function within the Group review the adequacy and efficacy of the key internal controls. The scope of the audit activity is guided by the annual audit plan, which is approved by the Audit Committee of the Board. We also appoint professional and reputed audit firms from time to time to conduct internal audits of the larger and more critical operations of the Group.

Besides the financial audits, quality management system procedures are continuously audited by internal and external auditors to ensure that 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. Internal Audit team of the Company evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

Subsidiaries/ Associates and Joint Ventures

As on March 31, 2022, the Company has 34 subsidiary companies, 3 associates and 1 joint venture. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, SX Protective Holdings Pty Ltd., SX Protective Services Pty Ltd., Southern Cross Loss Prevention Pty Ltd. and Charter Security (NZ) Pty Limited ceased to be the subsidiaries of the Company as these entities have been deregistered.

In accordance with the provisions of Section 129 (3) of the Act read with the rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the prescribed ''Form AOC-1'' is given in Annexure II to this Report.

The Policy for determining material subsidiaries is available on the Company''s website at https://sisindia.com/investors/ policies-and-code-of-conduct. In terms of this policy and Regulation 16(c) of the SEBI Listing Regulations, none of the subsidiaries is a material subsidiary of the Company during the financial year 2021-22. Further, based on the criteria specified in SEBI Listing Regulations, Service Master Clean Limited and Dusters Total Solutions Services Private Limited ceased to be material subsidiaries of the Company during the year under review.

There has been no material change in the nature of the business of the subsidiaries.

The Company is in compliance with the applicable requirements of the SEBI Listing Regulations for its subsidiary companies during the financial year 2021-22.

In accordance with the provisions of Section 136(1) of the Act, the Annual Report of your Company, containing, inter-alia, the audited standalone and consolidated financial statements has been placed on the Company''s website, www.sisindia.com/investors/.

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

People and Training

We continue to improve and develop tools and processes, to recognize and reward employees at all levels across the Company. We deeply value their contribution to the Company''s performance every year by investing in their training and development programmes, in addition to the leadership development programmes. The Performance Management Process ("PMP") tool across the Group is designed to scientifically measure and track the performance of employees at all levels and we believe this will help us to recognize and reward performance, and also retain, reward, attract and sustain talent and to have a common platform of performance management across the Group. The total employees in the SIS Group at the end of the year under review were more than 2,50,000

During the COVID-19 pandemic, the Company enhanced and prioritized its focus on the health and well being of employees and on ensuring business continuity. We implemented enhanced policies and procedures that we constantly updated to reflect the underlying health situation and comply with local regulations. We asked high risk employees to operate remotely and securely and implemented a roster plan for other employees to minimise the risk of infection and keep them safe and secure. We also provided regular updates and published educational material on precautionary measures to be adopted and practiced by the employees. Infected employees were monitored on a continuous basis till the time of recovery and all guidelines and support in terms of home quarantine and hospitalization support were provided.

The Board took cognisance of the pandemic and its impact on the overall business, environment and safety, health and wellbeing of the employees and approved an additional special expenditure of H 50 Million to be spent on enhanced measures to protect our employees on account of the COVID-19 pandemic. Accordingly, a special "Humare Heroes COVID Welfare Fund" was set up to extend medical and other assistance to COVID infected employees and to assist and provide support in the welfare of our frontline staff.

The Company has adopted various preventive measures and extended complete support towards testing and hospitalization.

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 are provided in Annexure III to this Report.

The statement containing 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 provided in a separate annexure forming part of this report. Further, the Annual Report is being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary.

Employee Stock Option Plan (ESOP)

During the year under review, the Company had granted 14,21,973 options to employees of the Company and its subsidiaries under the Employee Stock Option Plan - 2016

Mr. Sudhir V Hulyalkar, Secretarial Auditor of the Company has certified that the Employee Stock Option Plan of the Company has been implemented in accordance with the Regulations and the resolutions passed by the members in this regard.

Directors and Key Managerial Personnel ("KMP")a. Appointment/Re-appointment of Directors

â¢ 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, Chairman and Mrs. Rita Kishore Sinha, Director, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

Resolutions seeking approval of the members forms part of the Notice of AGM.

â¢ Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Shareholders, vide resolutions

approved by way of postal ballot on December 10, 2021, appointed Mr. Rajan Verma as an Independent Director of the Company, not liable to retire by rotation, for a period of 2 years effective July 28, 2021.

â¢ Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in its meeting held on July 28, 2021, appointed Mr. Ajay Relan as Additional Director (Independent) of the Company, effective July 28, 2021

â¢ Mr. Rituraj Kishore Sinha was appointed as the Managing Director of the Company for a period of 5 years, effective April 24, 2017 to hold office upto April 23, 2022. Based on the recommendation of the Nomination and Remuneration Committee and taking into account his outstanding leadership, expertise, business acumen, the Board in its meeting held on April 19, 2022, subject to the approval of the Members, has re-appointed Mr. Rituraj Kishore Sinha as the Managing Director of the Company for a further period of 5 years effective April 24, 2022.

Resolution for re-appointment of Mr. Rituraj Kishore Sinha, Managing Director was proposed for approval of the Members on June 29, 2022 through postal ballot by remote e-voting process.

â¢ Mr. Arvind Kumar Prasad was appointed as the Whole-Time Director of the Company for a period of 5 years effective April 24, 2017 to hold office upto April 23, 2022. Based on the recommendation of the Nomination and Remuneration Committee and taking into account his expertise and business acumen, the Board in its meeting held on April 19, 2022, subject to the approval of the Members, has re-appointed Mr. Arvind Kumar Prasad, as the Whole-Time Director (designated as Director Finance) of the Company for a further period of 5 years effective April 24, 2022.

Resolution for re-appointment of Mr. Arvind Kumar Prasad, Whole-Time Director, was proposed for approval of the Members on June 29, 2022 through postal ballot by remote e-voting process.

â¢ Mr. Sunil Srivastav was appointed as an Independent Director of the Company for a period of 3 years to hold office upto October 23, 2022. Based on his experience, expertise, performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on July 26, 2022, subject to the approval of the Members, has re-appointed Mr. Sunil Srivastav as an Independent Director for a period of 5 (five) years effective July 26, 2022.

A resolution seeking re-appointment of Mr. Sunil Srivastav, Independent Director, along with his brief profile forms part of the Notice of AGM.

â¢ Effective April 23, 2018, Mr. Uday Singh had resigned as a Whole time Director and CEO of the Company and continued as a Non-executive Director on the Board of the Company. Based on the relevant experience/expertise and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its Meeting held on July 27, 2022, subject to the approval of the Members, has appointed Mr. Uday Singh (DIN: 02858520) as an Independent Director of the Company for a period of 5 years effective July 26, 2022. Mr. Uday Singh has confirmed that he fulfills the criteria of independence as specified in the Act and SEBI Listing Regulations.

A resolution seeking appointment of Mr. Uday Singh, Independent Director, along with his brief profile forms part of the Notice of AGM.

b. Cessation of Directors

â¢ Mr. Ajay Relan, Independent Director, passed away on October 1, 2021. The Board expressed its heartfelt condolences on the untimely demise of Mr. Relan.

Declaration of Independence

Your Company has received declarations from all the 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 and also confirmed that there has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite qualifications, experience and expertise and hold highest standards of integrity.

Committees of the Board

As on March 31, 2022, the Board constituted the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, and a Risk Management Committee. A detailed note on the composition of the Board and its committees is provided 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 4(four) times to deliberate on various matters. The meetings were held on April 28, 2021, July 28, 2021, October 27, 2021 and February 3, 2022.

Further details 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 and as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees.

The Board expressed satisfaction on the overall functioning of the Board and its Committees.

The familiarization programme aims to provide insight to the Independent Directors to understand the business of the Company, its stakeholders, leadership team, senior management, operations, policies and industry perspective and issues. The Independent Directors are made aware of their roles, rights and responsibilities at the time of their appointment/re-appointment through a formal letter of 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 forming an integral part of this Report.

Auditors and Audit Reports

Saxena and Saxena, Chartered Accountants (Firm Registration No. 006103N) were appointed as the statutory auditors of the Company for a period of 5 consecutive years, till the conclusion of 38^th AGM to be held in the year 2022.

Based on the recommendation of the Audit Committee, the Board in its meeting held on July 26, 2022, subject to the approval of the Members, has approved the appointment of SS Kothari & Mehta, Chartered Accountants (Firm Registration No. 000756N) as Statutory Auditor of the Company for a period of 5 consecutive years, from the conclusion of this AGM until the conclusion of 43^rd AGM to be held in the year 2027.

Appropriate resolution seeking approval of the members forms part of the Notice of AGM.

The Auditors'' Report does not contain any qualification, reservation or adverse remark and the auditors have issued an unmodified opinion on both the standalone and consolidated financial statements.

The statutory auditors have confirmed that they satisfy the criteria of independence in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India and the provisions of the Act.

Competence and experience of S S Kothari Mehta & Company

S S Kothari Mehta & Company (SSKM), Chartered Accountants is a peer reviewed firm established in 1971 with head office in New Delhi. Apart from the core offices, SSKM has a pan

India presence through network of associates. The firm is managed by qualified and experienced team led by partners and directors having professional experience of over 50 years in their respective fields. SSKM clientele includes diversified large and medium Businesses & multinational Companies. The firm is empaneled with Comptroller and Auditor General of India (CAG), Reserve Bank of India (RBI), Indian Bank''s Association (IBA).

SSKM has been guided by code of conduct and ethics of the profession ensuring at all times highest professional standards to the clients. The range of professional services include Audit & Assurance, Tax & Regulatory Services, Business Advisory, Accounting & Business Support, IT Risk Advisory etc.

Mr. Naveen Aggarwal, B.Com. (Hons.), FCA and DISA is a senior partner in SSKM, with a post qualification experience of more than 25 years in Audit & Assurance. Presently serving as CoChairman Internal Audit and Risk Advisory National Council of ASSOCHAM and Special Invitee to Auditing Standards Board of ICAI representing ASSOCHAM. His Industry experience ranges in many industries including Service, NBFC, Manufacturing, FMCG, IT/ITES, Power, NPO, and Insurance.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, the Board of Directors had appointed Mr. Sudhir V Hulyalkar, Company Secretary in Practice, to conduct the secretarial audit of the Company for the financial year ended March 31, 2022.

The Secretarial Audit Report, issued by Mr. Sudhir V Hulyalkar for the financial year 2021-22 is provided in Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Compliance with the Secretarial Standards

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI) related to the Board and General Meetings.

Reporting of Frauds by Auditors

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

Conservation of Energy, Research and Development, Technology Absorption

Foreign Exchange Earnings and Outgo

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

All amounts in H million
Particulars	2021-22
Foreign exchange earnings	^^^^504.94
Foreign exchange expenditure	^^^^^86.24

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, 2022 is available on the Company''s website at https://sisindia.com/investors/annual-report/.

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

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.

Vigil Mechanism

Your Company has established a Vigil Mechanism for reporting of 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 personnel has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company https://sisindia.com/investors/ 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:

â¢ I n the preparation of the accounts for the year ended March 31, 2022 the applicable Accounting Standards have been followed and there are no material departures from the same;

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

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

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

Appreciation/Acknowledgement

Your Directors place on record their gratitude to the Central Government, various State Governments and Company''s Bankers and advisors for the valuable advice, guidance, assistance, co-operation, and encouragement they have extended to the SIS Group from time to time. 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 the least, the Directors sincerely acknowledge the significant contributions made by all the employees and applaud them for their dedication and commitment to your Company.

Cautionary Statement

For and on behalf of the Board of Directors

New Delhi Ravindra Kishore Sinha

July 26, 2022 Chairman

Mar 31, 2019

To the Members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report on the business and operations of the Company together with the audited financial statements for the year ended March 31, 2019.

RESULTS

The Company''s operations during the year ended March 31, 2019 are summarised in the table below:

Rs. Million

	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Net Revenue	25,035.17	21,350.52	70,932.73	58,333.73
Revenue Growth %	17.26	33.30	21.60	32.90
Earnings before financial charges, depreciation & amortisation and taxes (EBITDA)	1,433.14	1,475.95	3,651.59	3,119.62
Depreciation & Amortisation	295.10	305.27	659.51	559.73
Financial charges	475.43	465.54	938.34	924.83
Others (Other Income & other entries arising from business combination)	214.88	84.28	(421.92)	(5.45)
Earnings'' Profit before taxes (PBT)	877.50	772.78	2,095.25	1,874.31
Provision for taxes	(315.11)	42.67	(51.54)	244.03
Net Earnings'' Profit after tax (PAT)	1,192.61	730.11	2,146.79	1,630.28
Earnings Per Share (Basic) in Rs.	16.28	10.20	29.48	22.77
Earnings Per Share (Diluted) in Rs.	16.02	10.01	29.01	22.36

On a standalone basis, the Companyâs revenues, at Rs. 25,035.17 Million during the year under review, increased by 17.26%, EBITDA at Rs. 1,433.14 Million decreased by 2.90% and, profit after tax at Rs. 1,192.61 Million increased by 63.35%, as compared to the previous year. Your Company continues to grow at a rapid pace and its revenue growth over the last 5 years (CAGR) has averaged 25.4 % and is clearly the fastest growing company in security services in India. The Earnings per Share (Basic) for the year under review was Rs. 16.28 when compared to Rs.10.20 for the previous year, representing a growth of 59.61%.

On a consolidated basis, the Groupâs revenues, at Rs. 70,932.73 Million during the year under review, increased by 21.60%, EBITDA at Rs. 3,651.59 Million increased by 17.05% and, profit after tax at Rs. 2,146.79 Million increased by 31.71%, as compared to the previous year. The Group continues to grow at a rapid pace and its revenue growth over the last 5 years (CAGR) has averaged 18.02 %. The Earnings per Share (Basic) for the year under review was Rs. 29.48 when compared to Rs. 22.77 for the previous year representing a growth of 29.47%.

The SIS Group is amongst the largest security and facility management services companies in the Asia-Pacific region with revenues continuing to grow at a rate in excess of the industry growth rate.

SIGNIFICANT DEVELOPMENTS

Acquisition of SLV Security Services Private Limited (âSLVâ)

Effective September 01, 2018, the Company has acquired 51% shareholding of SLV for an aggregate consideration of Rs. 505 Million. SLV provides man guarding, electronic surveillance, event security/ management and security consulting services to a wide range of end user industries including industrial, retail, and residential, etc. Presently, SLVâs operations are focused primarily in the Gurgaon market with a small percentage coming from business in other states including metros and Tier- I and Tier-2 cities in India. The acquisition would help the Company to gain market share in NCR (of which Gurgaon is a significant territory), where SLV is a leading player and, post-acquisition SIS SLV will be the dominant player with a close to 10% market share in the Gurgaon market which is one of the top 8, and fastest growing, markets for security services.

Acquisition of Rare Hospitality & Services Private Limited (âRHSPLâ)

Effective November 01, 2018, the Company has acquired 80% shareholding in RHSPL for an aggregate consideration of Rs. 319.66 Million. RHSPL provides hospitality and facility management services across more than 20 cities and 10 states of India with primary focus in Western India and Healthcare segment. RHSPL has over 80 customers and provides services over 200 sites. The primary customer segments include healthcare / hospitals, hotels, townships, commercial and industrial. The acquisition would help the Company increase market share in the facility management services and also increase its presence in the Western region and the Healthcare segment.

Acquisition of Uniq Detective and Security Services Private Limited along with its subsidiaries (âUniq Groupâ)

Effective February 01, 2019, the Company has acquired 51% shareholding in Uniq Detective and Security Services Private Limited for an aggregate consideration of Rs. 515 Million. Uniq Group provides security and facility management services across more than 4 states of India. The primary customer segments include Automobiles, Consumer and Technology. Uniq Group has over 475 customers across south India. The acquisition would help the Company increase its market share by close to 75% in Bangalore region, one of the fastest growing markets for security services.

Acquisition of SIS Henderson Holdings Pte. Ltd. along with its subsidiaries Henderson Security Services Pte. Ltd (âHSSâ) and Henderson Technologies Pte. Ltd (âHTâ) (âHenderson Groupâ) by SIS Group International Holdings Pty Ltd., a subsidiary of the Company

Effective February 28, 2019, SIS Group International Holdings Pty Ltd., a subsidiary of the Company has acquired 60% of shareholding in SIS Henderson Holdings Pte. Ltd. for an aggregate consideration of Rs. 2,280 Million. Henderson Group provides manned guarding services and building mechanical and electrical services (including electronic security services). The primary customer segments include residential condominiums, government and public transport and commercial spaces. Henderson Group is a highly reputed brand in Singapore and has an impressive client portfolio. The acquisition will give the Group an entry into the Singapore market and would help to expand its presence in the Asia Pacific region.

Acquisition of Platform 4 Group Limited (âP4Gâ) by SIS Australia Group Pty Limited, a subsidiary of the Company.

Effective February 28, 2019, SIS Australia Group Pty Limited, a subsidiary of the Company has acquired 51% shareholding in P4G for an aggregate consideration of Rs. 66 Million. P4G provides guard services, patrols and monitoring services and event services. The primary customer segments include manufacturing, construction, hospitality & commercial spaces. P4G is a highly reputed brand in New Zealand and has an impressive client portfolio. The acquisition will give the Group an entry into the New Zealand market and will enable enlargement and expansion of the Australian business operations into New Zealand.

Private placement of NCDâs.

On April 13, 2018, the Company had allotted 1,500 secured, rated, listed, redeemable, non-convertible debentures of face value of Rs. 1 Million each aggregating up to Rs. 1,500 Million on a private placement basis to eligible investors.

OPERATIONS AND BUSINESS PERFORMANCE

Security Services Security services - India

During the year, we conducted a portfolio review exercise of our security services business and as a result of which we discontinued unprofitable contracts. In spite of this exercise, the business recorded a revenue of Rs. 27,123 Million during the year under review, representing a 26.15% growth over FY18. This year saw our security services business establish a few landmarks:

a. We completed our first acquisition, viz., SLV Security Services Private Limited and Uniq Detective and Security Services Private Limited.

b. As a result of these acquisitions, we believe that the SIS Group is now the largest security service company in India.

c. We were awarded a three-year contract from Cognizant Technologies to provide security solutions across 47 facilities in India. As a result of this, we have deployed around 5,000 security personnel in different categories across all 47 facilities.

The consolidated revenues and financial results include the financial results of SLV and Uniq for 7 months and 2 months respectively and hence the full effect of these acquisitions will occur only in the next financial year.

The number of security personnel employed in India as on March 31, 2019 was 144,257. Significant operational improvements leveraging technology-based solutions have contributed to a growth in productivity and operating profits during the year under review.

During the year under review, we also incurred significant costs on account of deployment of the three-year contract from Cognizant Technologies and provisioning on account of the receivables from certain customers who were going through an insolvency process.

The EBITDA of the security services business in India, however, still improved from Rs. 1,491.31 Million in FY18 to Rs. 1,519.83 Million in FY 19.

Security services - International

The Group provides security services internationally through its subsidiaries in Au stralia, New Zealand and Singapore. In Australia, we operate through MSS Security Pty Ltd (âMSSâ) and Southern Cross Protection Pty Ltd (âSXPâ). In March 2019, we completed the acquisitions of majority shareholding in Henderson Group and P4G thereby extending our international businesses to Singapore and New Zealand.

On a consolidated basis, the Security services - International segment, comprising MSS, SXP, Henderson Group and P4G recorded revenues of AUD 691.35 Million during the year under review against AUD 603.46 Million in the previous year. This represents a growth of 14.56% over the previous year. In Australia, our revenues grew by 13.64%, which is noteworthy considering that the Australian industry is a fairly developed and stable market and its economy grew at 2.9% in 2017-18. MSS also handled the prestigious Commonwealth Games security project this year.

The newly acquired Henderson Group and P4G businesses are being consolidated only from the month of March, hence, the full effect of these acquisitions will occur only from FY20.

The highlights of the year for the Security services -International segment were:

a. We continue to be No.1 in Australia with over 20% market share, outpacing market growth

b. New contracts representing annualised revenue of AUD 45 Million were won during the year and an overall retention rate of 96% was achieved, which is a strong indicator of the high levels of operational excellence in our Australia business.

c. We completed two acquisitions during the year as mentioned above and extended our international businesses to Singapore and New Zealand.

The EBITDA for the segment was AUD 32.9 Million against AUD 29 Million for FY18, representing a 13.44% increase over the previous year.

Electronic Security Solutions

1. ManTech - Our electronic security business recorded a revenue of Rs. 240.20 Million during the year under review compared to Rs. 149.60 Million in the previous year. The business achieved significant traction with innovative projects and solutions developed for major oil and gas companies for securing their pipeline and transportation services. We continue to explore and develop tailor made solutions for different industry segments. We will continue to invest resources in these technology solutions as we believe that our clients and businesses in general are gradually seeking innovative and customised solutions from their key service providers and our investment will support our efforts to continue to provide such niche manpower-based technology solutions to the clients which will help solidify our leading position in the security services business.

2. Alarm Monitoring and Response - We provide these services to individual homes and small business and commercial establishments and operate this business under the brand VProtect. VProtect is the pioneer in providing Alarm Monitoring and Response services to the Indian consumers and we are confident of using our early mover advantage to expand our presence. During the year under review, we steadily expanded our presence in Gurgaon and the number of sites secured by us increased from 371 in FY18 to 1,350 at the end of FY19. We will continue to focus on providing these services to individual homes and small business and commercial establishments and will also seek to expand our service to adjacent territories and territories which have a high concentration of individual homes.

Facility Management

The Groupâs facility management business comprises:

i. Service Master Clean Limited (âSMCâ), Dusters Total Solutions Services Private Limited (âDustersâ) and Rare Hospitality & Services Private Limited in the business of housekeeping and cleaning services; and

ii. Terminix SIS India Private Limited (âTerminix SISâ), a joint venture with Terminix, in the pest control business

The year saw a significant increase in our facility management business with revenues going up from Rs. 6,744.85 Million in FY18 to Rs. 9,499.17 Million in FY19, an increase of 40.84%.

The facility management business has been focusing on the healthcare, hospitality and commercial facility segments and the acquisition of Rare Hospitality & Services Private Limited was a step in this direction of building specialised capabilities. We also increased our B2G business with our Railways vertical expanding significantly with more services and more stations under coverage.

We also launched our Total Facility Management (TFM) programme which will target selling integrated services to our customers.

The consolidated EBITDA of this segment also went up from Rs. 332.50 Million in FY18 to Rs. 639.90 Million in FY19, an increase of 92.45%, and the EBITDA margin also went up from 4.9 % in FY18 to 6.7 % in FY19. All businesses contributed to this increase in revenues and EBITDA.

Terminix SIS continues to show strong growth, albeit on a smaller base and the Directors are pleased to report that the business has recorded another year of high growth in revenues of 31.60%.

Cash Logistics (a joint venture with Prosegur)

On a consolidated basis, the cash logistics businessâ revenues declined by 7.93 % over the previous year as a result of portfolio rationalisation resulting from a critical review of each contract in the business and the discontinuance of unprofitable contracts. We now operate over 2,060 cash vans, service 13,700 ATMs and provide doorstep banking services across 10,617 pickup points and also operate 58 vaults and strong rooms across the country.

The cash in circulation in the economy steadily came back on track and reached levels similar to the levels seen before demonetisation.

During the year under review, the Reserve Bank of India has issued guidelines and advised the banks to put in place certain minimum standards in their arrangements with the service providers for cash management related activities and also specified some financial benchmarks to be met by the service providers. The Ministry of Home Affairs has also issued guidelines for standard operating procedures for providing security by the private security agencies to cash transportation activities. We believe these will strengthen the operations of the industry, improve the security measures and reduce the risk levels for the industry.

In line with the RBI circular, the joint venture has initiated steps and drawn up a detailed action plan to ensure compliance with these regulations.

OUTLOOK

The industries we operate in are closely linked to the overall economic growth of the country. India is currently one of the fastest growing major economies in the world according to IMF/ World Bank.

We have historically grown at over 1.5 times the industry growth across geographies and we believe that we are well placed to continue to outperform the industry in the future too.

This growth comes on the back of continued urbanisation, higher threat perception, inadequate police force and shift from less-organised local players to well-organised national players. All this is supported by good growth for all the underlying sectors that we service. Recent events and changes like demonetisation, implementation of GST, and better enforcement of PSARA are all going to accelerate the formalisation of this industry.

Our Australian business has demonstrated strong growth year after year and continues to maintain its No. 1 position in the Australian market. With our strong brand name and continuous investments in people and technology, we believe that we will maintain this market leadership position.

The facility management and pest control industry in India is still largely dominated by unorganised players with localised operations. There continues to be a steady shift from the unorganised to the organised players and this market is expected to grow at around 20%. While IT/ITES have been the first users of such services, we see an increasing shift towards outsourcing of these services by hotels, hospitals, retail, airports, metros, commercial outlets and small retail or F&B outlets as well. The trend towards outsourcing non-critical operations (FMS being prime among them) continues to be strong and as the market and industry expands, the scope of service offerings will expand, bringing in more revenue for the industry. The âSwachh Bharatâ initiative by Government of India is expected to provide a major boost to facility management and cleaning services.

The Government has started to wake up to the efficiencies that can be garnered through outsourcing and we expect to exploit this potential by building on the capability displayed through our award-winning services provided to the Railways and other government departments.

The cash logistics industry has seen slower growth over the past years due to slowdown in ATM expansion and the general structure of the industry. We believe that the ecosystem for cash logistics is likely to undergo a significant shift with the new RBI regulations and MHA guidelines being announced during the year under review.

The Reserve Bank of India, vide its circular reference no. RBI/2017-18/152 dated April 6, 2018, has released a set of standards for service providers / sub-contractors in cash management logistics who are engaged by the banks for this purpose.

In addition, the Ministry of Home Affairs, vide gazette notification dated August 8, 2018 has issued the Private Security Agencies (Private Security to Cash Transportation Activities) Rules, 2018, which are the model rules regulating cash transportation activities.

We are also witnessing increasing requirements from customers expressing an intent to invest in, and deploy, electronic security systems as part of their security deployment. At the same time, there is an increasing segment of consumers who are seeking to adopt electronic security as a service (âESASâ). This presents a huge opportunity for players such as SIS, who have the ability to curate and provide man-tech solutions which provide integrated security solution to the customers.

MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT.

Other significant matters from the end of financial year

Acquisition of shareholding in SIS Prosegur Alarm Monitoring and Response Services Private Limited.

On April 24, 2019, the Company has acquired 50% shareholding in SIS Prosegur Alarm Monitoring and Response Services Private Limited (âSPAMRSâ) from Singpai Alarms Private Limited, in addition to the existing 50% shareholding held by it directly and indirectly. This acquisition would result in SPAMRS becoming a 100% subsidiary of the Company effective this date. It is expected that this acquisition would result in a greater alignment with the groupâs strategy and would also enable the integration of the business of SPAMRS with the existing business.

DIVIDEND AND TRANSFER TO RESERVES

The Board, in its meeting held on May 2, 2019, has recommended a dividend of Rs. 3.50 per equity share for the financial year ended March 31, 2019. The proposal is subject to the approval of the shareholders at the Annual General Meeting (âAGMâ) to be held on June 28, 2019 and if approved, would result in a cash outflow of approximately Rs. 256.59 Million.

In terms of the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ), your Company has formulated a Dividend Distribution Policy. This Policy is available on the Companyâs website www.sisindia.com.

SHARE CAPITAL

As on March 31, 2019, the authorised capital of the Company is Rs. 1,350.00 Million divided into 135,000,000 equity shares of Rs. 10 each.

During the year under review, 128,888 equity shares of Rs.10 each were allotted upon exercise of options under the Companyâs Employee Stock Option Schemes.

Consequently, the paid-up equity share capital of the Company, as on March 31, 2019, stands increased to Rs.733.13 Million consisting of 73,312,673 equity shares of Rs. 10 each.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 (âthe Actâ), disclosures on particulars of loans, guarantees and investments are provided as part of the financial statements.

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE

The Companyâs 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 is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI).

In terms of Regulation 34 of SEBI Listing Regulations, a separate report on Corporate Governance along with a certificate from a Practicing Company Secretary on its compliance, forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The SIS Group, comprising Security and Intelligence Services (India) limited and its subsidiaries, associates and joint ventures (âSIS Groupâ), has been at the forefront of bringing social change in the lives of thousands of people in India. It employs more than 215,000 people, of which a large majority come from the less privileged sections of society with limited means for education, development and livelihood. The SIS Group has been instrumental in improving lives of these people through training, development and providing them employment opportunities.

Our Board of Directors, our Management and all of our employees subscribe to the philosophy of compassionate care. We believe that a business has to give back to society and to the environment and community in which they operate in such a manner that helps in building a secure, healthy, knowledgeable, and a sustainable society and business. Corporate Social Responsibility (CSR) has been an integral part of the way that the SIS Group conducts its business since its inception. The SIS Group set up the SEWA trust for the betterment of lives of the employees. The SIS Group has engaged in various activities in the communities that our employees live in, which has benefited thousands of people over the years. The Company has also been at the forefront in imparting and encouraging skills based training to people from backward and less developed communities across the country.

The Policy on CSR has been formalised 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 the society and the environment in which the Group operates. It aims at enhancing welfare measures of the society based on the immediate and long term social and environment consequences of the SIS Groupâs activities. This Policy specifies the projects and programmes that can be undertaken, directly or indirectly, the modalities of execution and the monitoring thereof.

One of the internal objectives of the CSR Policy is to seek an active participation of employees of the Company at all the locations. Employees will be encouraged to volunteer their time and effort in respect of SIS Group sponsored programme or on their initiatives. The Company will recognise the efforts put in by employees in CSR activities. A widespread awareness of the CSR initiatives of the SIS Group will be conducted and the SIS Group seeks an active and wide participation from employees and encourages any suggestions and project ideas from them.

The Annual Report on Corporate Social Responsibility (CSR) Activities is enclosed as Annexure- I.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaints Committees have been constituted to enquire into complaints, and to recommend appropriate action, wherever required. During the year under review, no complaints were reported as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

NOMINATION AND REMUNERATION POLICY Directors and their Appointment

The Nomination and Remuneration Committee of the Board has approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the rules made thereunder, both in respect of Independent Directors and other Directors as applicable. This policy, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business/ finance/ law/ public administration and enterprises. It endeavours 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/ re-appointed with the approval of the members for a period of three to five years or a shorter duration, in accordance with any arrangements and/or guidelines as determined by the Board from time to time.

The Policy relating to remuneration of Directors, Key Managerial Personnel, Senior Management and other employees is made accessible on the Companyâs official website at the following link www.sisindia.com.

BUSINESS RESPONSIBILITY REPORT

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

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements entered into by your Company with related parties, were on an armâs length basis and in the ordinary course of business. There are no material transactions with any related party as defined in the Act. All related party transactions, entered into during the year, have been approved by the Audit Committee, where applicable.

Since all the contracts/arrangements/transactions with related parties, during the year under review, were in the ordinary course of business and at armâs length and were not considered 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. The details of contracts and arrangements with related parties for the financial year ended March 31, 2019, are given in the standalone financial statements forming part of this Annual Report.

The Policy on related party transactions is available on Companyâs website, www.sisindia.com.

RISK MANAGEMENT

Risk management is the process of identification, assessment and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate/control the probability and/or impact of unfortunate events to of maximise the realisation of opportunities. The Company has initiated a process of preparing a comprehensive risk assessment and minimisation procedure. These procedures are meant to ensure that executive management controls risk through means of a properly defined framework. The major risks are being identified by the Company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

The Risk Management Committee presently comprises Mr. Amrendra Prasad Verma, Independent Director, Mr. Rituraj Kishore Sinha, Managing Director and Mr. Arvind Kumar Prasad, Director - Finance. Mr. Amrendra Prasad Verma is the Chairman of the Committee.

The Risk Management Committee monitors and reviews the strategic risk management plans of the Company as a whole and provides necessary directions on the same.

The Board of Directors have approved the risk management policy and the main objectives of the policy are (a) to ensure the key risks are identified, assessed, quantified, appropriately mitigated, minimised and managed; (b) to establish a framework for the Companyâs risk management process and to ensure its implementation; and (c) to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI Listing Regulations is presented in a separate section forming part of this Annual 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 important that we work to ensure that these continue to keep pace with the business growth and that our policies remain current and relevant in the rapidly changing business landscape. Information systems are being continuously evaluated and revamped in order to deliver timely and relevant information to various stakeholders so as to arm them with the necessary information and tools to enable them to compete in a tough market and environment. We believe that IT and information systems are critical in todayâs world and we have several dedicated groups of people constantly working to continuously evolve and improve these systems to keep abreast of the fast changing environment.

The Companyâs 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 emphasised 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.

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 action plans arising therefrom. The Managing Director, Director - Finance and the Chief Financial Officer are invitees to the meetings of the Committee.

The Internal Auditors, who are an independent function within the Group, reporting to the Audit Committee, review the adequacy and efficacy of the key internal controls. The scope of the audit activity is guided by the annual audit plan, which is approved by the Audit Committee of the Board. We also appoint professional and reputed audit firms from time to time to conduct internal audits of the larger and more critical operations of the Group.

Besides the financial audits, quality management system procedures are continuously audited by internal and external auditors to ensure that Companyâs business practices conform to requirements of customers.

The Directors believe that the Company has in place adequate internal financial controls with reference to financial statements. The Companyâs 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. Internal Audit team of the Company, evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

SUBSIDIARIES/ ASSOCIATES AND JOINT VENTURES

As on March 31, 2019, the Company has 38 subsidiaries 3 associates and 2 Joint Ventures.

During the year, the following entities have become the subsidiaries of the Company:

a. Effective September 1, 2018, the Company acquired 51% of the outstanding equity shares of SLV Security Services Private Limited.

b. Effective November 1, 2018, the Company acquired 80% of the outstanding equity shares of Rare Hospitality and Services Private Limited.

c. Effective February 1, 2019, the Company acquired 51% of the outstanding equity of shares of Uniq Detective and Security Services Private Limited.

d. Effective the close of business on February 28, 2019, the Company, through its wholly owned subsidiary, acquired 60% of the outstanding equity shares of SIS Henderson Holdings Pte. Ltd.

e. Effective the close of business on February 28, 2019, the Company, through its wholly owned subsidiary, acquired 51% of the outstanding equity shares of Platform 4 Group Limited.

Pursuant to the provisions of Section 129 (3) of the Act, a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in Annexure II to this Report.

The Policy for determining material subsidiaries is available on the Companyâs website - www.sisindia.com.

PEOPLE AND TRAINING

Your Companyâs foundation and core of its philosophy is its commitment to its Human Resources. We continue to improve and develop tools and processes to recognise and reward employees at all levels and we value their contribution to the Companyâs financial performance over the years. We continue to invest in the training and development of all our employees and launched a fresh round of leadership development programmes across the group during the year under review which is expected to continue well into the next financial year. Our competency-based systems have recently undergone a transformational change and we implemented a new Performance Management Process (âPMPâ) in the Company. We have now rolled out the new PMP to other subsidiaries, associates and joint ventures in the Group. The new PMP is designed to scientifically measure and track the performance of employees at all levels and we believe this will help us to recognise and reward performance, and also retain, reward, attract and sustain talent and to have a common platform of performance management across the Group. The total employees in the SIS Group at the end of the year under review were more than 215,000.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure III to this Report.

EMPLOYEE STOCK OPTION PLAN (ESOP)

Disclosures with respect to stock options, as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 (âthe Regulationsâ), are available on the Companyâs website, www.sisindia.com

The Companyâs Auditors, Saxena and Saxena have certified that the Employee Stock Option Schemes of the Company have been implemented in accordance with the Regulations and the resolutions passed by the members in this regard.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

Changes in Directors

a. Mr. Jayanta Kumar Basu resigned from the Board effective October 9, 2018. The Board place on record their appreciation for the valuable contribution made by Mr. Basu during his tenure.

b. I t may be recalled that the members, in the extra-ordinary general meeting held on May 31, 2014, appointed Mr. Ravindra Kishore Sinha as Chairman of the Company for a period of 5 years effective May 15, 2014. The Board, in its meeting held on May 2, 2019, on the recommendation of the Nomination and Remuneration Committee, recommended for the approval of the members, the re-appointment of Mr. Ravindra Kishore Sinha as Chairman for a period of 5 years effective May 15, 2019.

c. The Board at the meeting held on May 2, 2019, on the recommendation of the Nomination and Remuneration Committee, recommended for the approval of the members, the re-appointment of Mr. TCA Ranganthan as Independent Director for a period of 5 years effective July 30, 2019.

d. The Board at the aforesaid meeting, on the recommendation of the Nomination and Remuneration Committee, recommended for the approval of the members, continuation of Mr. Devdas Apte as an Independent Director till the remaining period of his current term i.e. September 24, 2022.

e. Appropriate resolutions seeking approval of the members forms part of the Notice convening the 35th AGM of the Company.

f. Mr. Devdas Apte, Mr. Arun Kumar Batra, Mr. Amrendra Prasad Verma, Mr. Rajan Krishnanath Medhekar, Mr. TCA Ranganathan, and Mrs. Renu Mattoo Independent Directors have confirmed that they meet the criteria of Independence as prescribed under the Act and SEBI Listing Regulations.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Uday Singh and Mr. Arvind Kumar Prasad, retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment. The Board has recommended their re-appointment.

COMMITTEES OF THE BOARD

As on March 31, 2019, the Board has constituted the audit committee, the nomination and remuneration committee, the corporate social responsibility committee and the stakeholdersâ relationship committee. A detailed note on the composition of the Board and its committees is provided 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 ended March 31, 2019, four meetings were held on May 9, 2018, July 25, 2018, October 24, 2018 and January 30, 2019.

BOARD EVALUATION

The evaluation of all the Directors and the Board as a whole was conducted and the evaluation process has been explained in the Corporate Governance Report.

AUDITORS AND AUDIT REPORTS

The members of the Company, at the 34th AGM held on June 28, 2018, have ratified the appointment of M/s. Saxena and Saxena, Chartered Accountants (Firm Registration No. 006103N) as Statutory Auditors for their remaining period until the conclusion of 38th AGM.

The Auditorsâ Report does not contain any qualification, reservation or adverse remark and the auditors have issued an unmodified opinion on both the standalone and consolidated financial statements.

SECRETARIAL AUDIT

The Company has appointed Mr. Sudhir V Hulyalkar, Company Secretary in Practice, Bangalore, to conduct secretarial audit of the Company for the financial year ended March 31, 2019.

The Report of Mr. Sudhir V Hulyalkar is provided in Annexure IV forming part of this Report.

COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been complied with by the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Rs. Million

Particulars	2018-19
Foreign exchange earnings	98.40
Foreign exchange expenditure	66.14

ANNUAL RETURN

The Annual Return of the Company has been placed on the website of the Company and can be accessed at www.sisindia.com.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS, IF ANY

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 Companyâs operations in the future.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for reporting concerns through the Whistle Blower Policy of the Company. The Policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about illegal and unethical behavior that could adversely impact the Companyâs operations, business performance. During the year, no personnel has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company, www.sisindia.com.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (5) of the Act, the Directors of your Company confirm that:

- In the preparation of the accounts for the year ended March 31, 2019 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

- The Directors have selected such accounting policies and applied them 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.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 Directors have prepared the Annual Accounts on a going concern basis.

- The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively.

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GREEN INITIATIVES

The Company sends the Annual Report to its members in electronic form, whose email addresses are registered with the Company/Depository Participants. For members who have not registered email addresses, physical copies are sent in the permitted mode.

In case of any change in your email address, you are requested to please inform the same to your Depository (in case you hold the shares in dematerialised form) or to the Company/RTA (in case you hold the shares in physical form).

APPRECIATION/ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, various State Governments and Companyâs Bankers and advisors for the valuable advice, guidance, assistance, co-operation and encouragement they have extended to the SIS Group from time to time. The Directors also take this opportunity to thank the Companyâs customers, suppliers and shareholders for their consistent support to the Company.

Last but not the least, the Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

CAUTIONARY STATEMENT

Statements in this Boardâs Report describing the Companyâs objectives, projections, estimates and expectations may be âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied.

For and on behalf of the Board of Directors

Hyderabad Ravindra Kishore Sinha

May 2, 2019 Chairman

Mar 31, 2018

DIRECTORSâ REPORT

To The Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report on the business and operations of the Company together with the audited financial statements for the year ended March 31, 2018.

RESULTS

The Companyâs operations during the year ended March 31, 2018 are summarized in the table below:

Rs, million

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Net Revenue	21,350.52	16,018.21	58,333.73	43,871.96
Revenue Growth %	33.3%	25.8%	32.9%	23.5%
Earnings before financial charges, depreciation & amortization and taxes (IBIIDAj	1,475.94	982.58	3,119.62	2,203.63
Depreciation & Amortization	305.26	2126 1	55973	358.20
Financial charges	465.54	509.04	924.82	766.89
Earnings Profit before taxes iiRs,in:.	772.77	294.10	1.8/4.31	1104.81
Provision for taxes	42.66		244.03	/A)
Net Earnings/Profit after tax (PAT)	730.11	539.75	1,630.28	1097.10

The Companyâs revenues, at Rs, 21,350.52 million during the year under review, increased by 33.3% over the previous year. EBITDA and profit after tax, at Rs, 1,475.94 million and Rs, 730.11 million, increased by 50.2% and 35.3% respectively as compared to the previous year. Your Company continues to grow at a rapid pace and its revenue growth over the last 5 years (CAGR) has averaged 27.5% and is clearly the fastest growing company in security services in India.

On a consolidated basis, the SIS Group (consisting of SIS and all its subsidiaries, associates and joint ventures) earned net revenues of Rs, 58,333.73 million (previous year - Rs, 43,871.96 million), an EBITDA of Rs, 3,119.62 million (previous year - Rs, 2,203.63 million) and Profit after taxes of Rs, 1,630.28 million (previous year -Rs, 1,097.10 million). The SIS Group is amongst the largest security and facility management services companies in the Asia-Pacific region with revenues continuing to grow at a rate far in excess of the industry growth rate.

OPERATIONS AND BUSINESS PERFORMANCE

Security Services

a. Security services - India

The Indian economy continues to grow steadily and strongly. The last quarter of FY17 saw a change in the classification of security workers from unskilled to skilled, under the Central Government notifications. This led to a significant change in the wages for a section of our workforce and in FY18 we have been successful in getting our clients to move to the new commercial arrangements under the new wage guidelines. This was one of the contributory factors behind the significant growth of 33.3% witnessed during the year.

The revenues of the India security business crossed the Rs, 20,000 million landmark to end the year at Rs, 21,350 million revenues.

The growth in the Indian security business was underpinned by a strong growth in the number of staff deployed, by 14.4% from March 2017 to March 2018. Significant operational improvements leveraging technology based solutions have contributed to growth in productivity and operating profits during the year under review. These improvements led to a significantly lower growth in indirect staff in comparison with the growth in direct manpower.

b. Security services - Australia

The company provides security services in Australia through its wholly owned subsidiary, MSS Security Pty Ltd. Effective July

1, 2017, the Company, through its 100% subsidiary, SIS Australia Group Pty Ltd. (âSIS Australia Groupâ), acquired 51% equity in Andwills Pty Limited (âAndwillsâ), the ultimate holding company of Southern Cross Protection Pty Ltd. (âSXPâ), one of our current Associates, in which 10% of the equity share capital and voting rights were directly held by SIS Australia Group. This acquisition resulted in the Company, indirectly and directly, controlling 51% of the equity share capital and voting rights in SXP, which is an increase from the existing 10% of the equity share capital and voting rights in SXP directly held by it, through its 100% subsidiary, SIS Australia Group. Further, the share purchase agreement provides a right to SIS to increase its shareholding in Andwills to 100% after three years, and, as a result, indirectly and directly control 100% of the equity share capital and voting rights in SXP, at a price to be calculated in accordance with an agreed valuation formula.

The acquisition of SXP is a significant milestone in our Australian business, making us the clear leader in Australia with over 21% market share. SXP brings mobile patrol offering to our security solutions thus providing us a wider bouquet of services for the clients to choose from. MSS and SXP will explore mutual synergies over the coming year and also further expand their footprint by capitalizing on mutual strengths.

On a consolidated basis, the Australia security business, comprising both MSS and SXP recorded revenues of AUD 603.46 million during the year under review against AUD 477.02 million in the previous year. This is a growth of 26.0% which is noteworthy considering that the Australian industry is a fairly developed and stable market and its economy grew at 2.4% in calendar year 2017. New permanent contracts of AUD 45 million were won during the year and an overall retention rate of 96% was achieved, which is a strong indicator of the high levels of operational excellence in our Australia business. Staff attrition was also kept steady at 20%.

c. Electronic Security Solutions

The electronic security business of Tech SIS recorded a revenue of Rs, 149.60 million during the year under review over the revenues of Rs, 191.58 million in the previous year. The business has seen a decline due to a slowdown in the projects business and a change in the policy of revenue recognition arising from transition to Indian Accounting Standards.

d. Alarm Monitoring and Response

Our Alarm Monitoring and Response business was started in the last quarter of FY17 under the brand VProtect and saw its first full year of operations in FY18. The business is a JV with Prosegur of Spain. Prosegur is one of the international leaders in the alarms business and brings rich knowledge and technology to the table. The business continues to add customers steadily, though it operates only in the micro market of Gurgaon. The business ended FY18 with a customer base of 371 customers. VProtect is the pioneer in providing Alarm Monitoring and Response service to the Indian consumers and we are confident of using our early mover advantage to expand our presence.

Facility Management

The Groupâs facility management business comprises

a) Service Master Clean Limited and Dusters Total Solutions Services Private Limited which are in the business of housekeeping and cleaning services; and

b) Terminix SIS, a joint venture with Terminix, which is engaged in the pest control business

The year saw a stellar increase in the scale of our facility management vertical going from a combined Rs, 3,965.89 million revenue base in FY17 to Rs, 6,707.41 million in FY18, an increase of 69.1%. This was led by a 24.1% increase in the Service Master business from Rs, 1,426.50 million in FY17 to Rs, 1,770.49 million in FY18 and a 83.8% increase in revenues in Dusters from Rs, 2,638.43 million in FY17 to Rs, 4,850.39 million in FY18.

The facility management business was able to showcase its strengths in the healthcare business by aggressively targeting the segment. The business will continue to focus on building such specialized capabilities while also aiming for greater government business, which is quite low right now.

The combined EBITDA also went up from Rs, 134.93 million in FY17 to Rs, 343.46 million in FY18, an increase of 154.5%, and the EBITDA margin also went up from 3.4% in FY17 to 5.1% in FY18. Both Service Master and Dusters saw a healthy increase in margins in their respective entities.

Terminix SIS continues to show strong growth, albeit on a smaller base and the Directors are pleased to report that the business has recorded another year of high growth in revenues of 64.2%

Cash Logistics (a joint venture with Prosegur)

On a consolidated basis, the cash logistics businessâ revenues declined by 1.6% over the previous year as a result of portfolio rationalization resulting from a critical review of each contract in the business. We now operate over 2,072 cash vans and 58 vaults and strong rooms across the country.

The cash in circulation in the economy steadily came back on track and reached levels similar to the levels seen before demonetization. The first few months of the year however continued to suffer from the effects of limited cash in the ATMs.

Taking into account the 49% held by SIS in the cash logistics business and the other joint venture partnership terms, the cash logistics business is accounted for as an associate company and accordingly we have adopted equity accounting for this investments in our consolidated financial statements.

SIGNIFICANT DEVELOPMENTS

Acquisition of Southern Cross Protection Pty Ltd by way of increase in the shareholding and voting rights

Effective July 1, 2017, the Company, through its 100% subsidiary, SIS Australia Group Pty Ltd. (âSIS Australia Groupâ), acquired 51% equity in And wills Pty Limited (âAnd willsâ), the ultimate holding company of Southern Cross Protection Pty Ltd. (âSXPâ), one of our current Associates, in which 10% of the equity share capital and voting rights were directly held by SIS Australia Group. This acquisition resulted in the Company, indirectly and directly, controlling 51% of the equity share capital and voting rights in SXP, which is an increase from the existing 10% of the equity share capital and voting rights in SXP directly held by it, through its 100% subsidiary, SIS Australia Group. Further, the share purchase agreement provides a right to SIS to increase its shareholding in And wills to 100% after three years, and, as a result, indirectly and directly control 100% of the equity share capital and voting rights in SXP, at a price to be calculated in accordance with an agreed valuation formula.

Initial Public Offering (âIPOâ)

During the year under review, the Company has completed an Initial Public Offering (âIPOâ) of its shares consisting of a fresh offer of 4,444,785 equity shares of '' 10 each at a premium of '' 805 per share and an offer for sale of 5,120,619 equity shares of '' 10 each by the selling shareholders. The proceeds of the fresh offer component from the IPO amounted to '' 3,410.47 million (net of issue expenses). The equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited effective August 10, 2017.

Details of the utilization of IPO proceeds are as follows:

Rs, million

Particulars	Net proceeds as per prospectus
Gross proceeds of the Issue	3,622.50
Less: Estimated offer related expenses in relation	233.82
to the Issue
Net proceeds	3,388.68
Add: saving in offer related expenses	21.79
Total	3,410.47

S. Particulars No.	Projected utilization of funds as per Prospectus	Utilization of funds upto March 31, 2018	Un-utilized amount as at March 31, 2018
A Repayment and pre-payment of Debts of the Company	2,000.00	2,000.00	Nil
B Funding working capital requirements of the Company	600.00	600.00	Nil
C General corporate purposes	788.70	-	-
Add: saving in offer related expenses	21.79	^-	^-
	810.47	228.30	560.40
Total	3,410.47	2,828.30	582.17

The unutilised amounts of the issue as at December 31, 2017 have been temporarily deployed in the cash credit accounts of the company with banks which is in accordance with objects of the issue. The same needs to be utilised by 2019.

Demerger Scheme

The Board of Directors of the Company at their meeting held on September 20, 2016 and, pursuant to an order of the National Company Law Tribunal, Kolkata Bench (âNCLTâ) consequent to an application filed before it for sanctioning the scheme, the shareholders and creditors of the Company at their respective meetings held on July 24, 2017, had approved a proposed composite scheme of arrangement under sections 230 to 232 of the Companies Act, 2013 between the Company, Service Master Clean Limited (âSMCâ), a subsidiary of the Company and SIS Asset Management Private Limited (âSIS Asset Managementâ) and their respective shareholders and creditors, with effect from July 1, 2016 the appointed date (âthe Schemeâ), to demerge certain businesses of the Company and SMC into SIS Asset Management.

The NCLT has approved the Scheme by an order dated December 22, 2017 and the same has been filed with the Registrar of Companies, Patna on January 18, 2018. Thus, the Scheme is effective on the date of filing of the order with the Registrar of Companies. Upon the Demerger Scheme becoming effective on January 18, 2018, the demerged businesses stand transferred to, and vested with, SIS Asset Management Private Limited.

OUTLOOK

The industries we operate in are closely linked to the overall economic growth of the country. India is currently one of the fastest growing major economies in the world according to IMF/ World Bank.

Strong underlying GDP growth coupled with sound demand drivers augur well for the Indian security services industry in the near future. Frost & Sullivan has forecast the Indian security services industry to grow at a CAGR of 20% over the period 20152020 as compared to a CAGR of 18% over the period 2010-2015. We have historically grown at over 1.5 times the industry growth and we believe that we are well placed to continue to outperform the industry in the future too.

This growth comes on the back of continued urbanization, higher threat perception, inadequate police force and shift from noncompliant local players to compliant national players. All this is supported by good growth for all the underlying sectors that we service. Recent events and changes like demonetization, implementation of GST, better enforcement of PSARA are all going to accelerate the formalization of this industry. We have significantly increased our security services branch network over the past few years to reach 153 branches and, with this vast reach, we believe that we are well placed to capitalize on this demand expansion.

Our Australian operations, through MSS, continue to be the leader in Australia with strong YoY growth, that is consistently higher than competition. This has been achieved on the back of consistent margins. Freedonia has estimated the market to grow at 5.4% over the next 5 years and, with our strong brand name and continuous investments in people and technology, we will strive to continue to maintain our market leadership position.

The facility management and pest control industry is still largely dominated by unorganised players with localized operations. There continues to be a steady shift from the unorganized to the organized players and this market is expected to grow at around 20%. While IT/ITES have been the first users, we see an increasing shift towards outsourcing by hotels, hospitals, retail, airports, metros, commercial outlets and small retail or F&B outlets as well. The trend towards outsourcing non-critical operations (FMS being prime among them) continues to be strong and as the market and industry expands, the scope of service offerings will expand, bringing in more revenue for the industry. The âSwachh Bharatâ initiative by Government of India is expected to provide a major boost to facility management and cleaning services.

The cash logistics industry has seen slower growth over the past years due to slowdown in ATM expansion and also poor contracting practices adopted by the managed service providers. Post demonetization, the industry has got better recognition from the regulators who realize the criticality of the cash logistics industry in keeping the wheels of the economy moving. We believe that the ecosystem for cash logistics is likely to undergo a significant shift with the increasingly active involvement of banks and regulators and new regulations and guidelines being announced recently.

We are seeing increasing requirements from customers who intend to invest in electronic security systems. At the same time, there is an increasing segment of consumers who are adopting electronic security as a service (âESASâ). This presents a huge opportunity for players such as SIS, who have the ability to provide man-tech solutions which provide integrated security solution to the customers.

Our focus remains to drive strong organic growth and at the same time continuously look to expand on our service offerings by acquiring businesses. We believe that by continuously investing in systems, processes, training and recruiting the best personnel and managers, we would be able to continue to deliver superior services to customers.

MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT.

Other significant matters from the end of financial year

On April 13, 2018, the Company had allotted 1,500 secured, rated, listed, redeemable, non-convertible debentures of face value of Rs, 10,00,000 (rupees ten lakh only) each aggregating up to Rs, 150,00,00,000/- (rupees one hundred and fifty crore only) on a private placement basis to eligible investors.

DIVIDEND AND TRANSFER TO RESERVES

The Board, in its meeting held on January 29, 2018, declared an interim dividend of Rs, 2.00 per equity share, which resulted in a cash outflow of Rs, 176.16 million including dividend distribution tax.

The Board, in its meeting held on May 9, 2018, has recommended a final dividend of Rs, 1.50 per equity share for the financial year ended March 31, 2018. The proposal is subject to the approval of the shareholders at the Annual General Meeting to be held on June 28, 2018 and if approved, would result in a cash outflow of approximately Rs, 109.77 million.

In terms of the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements), 2015 (âSEBI Listing Regulationsâ), your Company has formulated a Dividend Distribution Policy. This Policy is provided as Annexure - I to this Report and is also available on the Companyâs website www.sisindia.com.

SHARE CAPITAL

As on March 31, 2018, the authorized capital of the Company is Rs, 1,350,000,000 divided into 135,000,000 equity shares of Rs, 10 each.

During the year under review, the Company has allotted:

a. 36,014 equity shares of Rs, 10 each pursuant to exercise of stock options;

b. 22 Equity Shares of Rs, 10 each pursuant to conversion of compulsorily convertible debentures; and

c. 4,444,785 equity shares of Rs, 10 each pursuant to an initial public offering of the Company

As on March 31, 2018, the paid-up equity share capital of the Company stood at Rs, 731.80 million consisting of 73,183,785 equity shares of Rs, 10 each.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 (âthe Actâ), disclosures on particulars of loans, guarantees and investments are provided as part of the financial statements.

PUBLIC DEPOSITS

CORPORATE GOVERNANCE

The SIS Groupâs business and operations are managed by a professional team of managers led by the Group Managing Director under the supervision and control of the Board of Directors. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI).

CORPORATE SOCIAL RESPONSIBILITY

The SIS Group, comprising Security and Intelligence Services (India) limited and its subsidiaries, associates and joint ventures (âSIS Groupâ), has been at the forefront of bringing social change in the lives of thousands of people in India. It employs more than 1,50,000 people, of which a large majority come from the less privileged sections of society with limited means for education, development and livelihood. The SIS Group has been instrumental in improving lives of these people through training, development and providing them employment opportunities.

Our Board of Directors, our Management and all of our employees subscribe to the philosophy of compassionate care. We believe that a business has to give back to society and to the environment and community in which they operate in such a manner that helps in building a secure, healthy, knowledgeable, and a sustainable society and business. Corporate Social Responsibility (CSR) has been an integral part of the way that the SIS Group conducts its business since its inception. The SIS Group set up the SEWA trust for the betterment of lives of the employees. The SIS Group has engaged in various activities in the communities that our employees live in, which has benefited thousands of people over the years. The company has also been at the forefront in imparting and encouraging skills based training to people from backward and less developed communities across the country.

The Policy on CSR has been formalized 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 the society and the environment in which the Group operates. It aims at enhancing welfare measures of the society based on the immediate and long term social and environment consequences of the SIS Groupâs activities. This Policy specifies the projects and programmes that can be undertaken, directly or indirectly, the modalities of execution and the monitoring thereof.

One of the internal objectives of the CSR Policy is to seek an active participation of employees of the Company at all the locations. Employees will be encouraged to volunteer their time and effort in respect of SIS Group sponsored programme or on their initiatives. The Company will recognize the efforts put in by employees in CSR activities. A widespread awareness of the CSR initiatives of the SIS Group will be conducted and the SIS Group seeks an active and wide participation from employees and encourages any suggestions and project ideas from them.

The Annual Report on Corporate Social Responsibility (CSR) Activities is enclosed as Annexure - II.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. During the year under review, no complaints were reported as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. As on March 31, 2018, investigation process of one complaint is under way.

NOMINATION AND REMUNERATION POLICY Directors and their Appointment

The Nomination and Remuneration Committee of the Board has approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the rules made there under, both in respect of Independent Directors and other Directors as applicable. This policy, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business/ finance/ law/ public administration and enterprises. 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/ re-appointed with the approval of the members for a period of three to five years or a shorter duration, in accordance with any arrangements and/or guidelines as determined by the Board from time to time.

The Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided in Annexure III.

BUSINESS RESPONSIBILITY REPORT

RELATED PARTY TRANSACTIONS

Since all the contracts/arrangements/transactions with related parties, during the year under review, were in the ordinary course of business and at armâs length and were not considered 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. The details of contracts and arrangements with related parties for the financial year ended March 31, 2018, are given in the standalone financial statements forming part of this Annual Report.

The Policy on related party transactions is available on Companyâs website, www.sisindia.com.

RISK MANAGEMENT

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to of maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk through means of a properly defined framework. The major risks are being identified by the Company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI Listing Regulations is presented in a separate section forming part of this Annual 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 important that we work to ensure that these continue to keep pace with the business growth and that our policies remain current and relevant in the rapidly changing business landscape. Information systems are being continuously evaluated and revamped in order to deliver timely and relevant information to various stakeholders so as to arm them with the necessary information and tools to enable them to compete in a tough market and environment. We believe that IT and information systems are critical in todayâs world and we have several dedicated groups of people constantly working to continuously evolve and improve these systems to keep abreast of the fast changing environment.

The Companyâs 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.

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 action plans arising there from. The Managing Director, Chief Executive Officer, Director - Finance and the Chief Financial Officer are invitees to the meetings of the Committee.

Besides the financial audits, quality management system procedures are continuously audited by internal and external auditors to ensure that companyâs business practices conform to requirements of customers.

The Directors believe that the Company has in place adequate internal financial controls with reference to financial statements. The Companyâs 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. Internal Audit team of the company, evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

SUBSIDIARIES/ ASSOCIATES AND JOINT VENTURES

As on March 31, 2018, the Company has 7 subsidiaries, 21 step-down subsidiaries and 5 Joint Ventures.

With effect from July 3, 2017, And wills Pty. Limited, SX Protective Services Pty. Ltd., Southern Cross Protection Pty. Ltd., Southern Cross FLM Pty Ltd., Southern Cross Loss Prevention Pty Ltd., Cage Security Alarms Pty. Ltd., Cage Security Guard Services Pty Ltd., Eymet Security Consultants Pty Ltd., Askara Pty Ltd., Charter Customer Services Pty Ltd., Charter Security Protective Services Pty Ltd., and Charter Security (NZ) Pty Ltd. have become subsidiaries of the Company.

Effective January 18, 2018, Sunrays Overseas Private Limited, Vardan Overseas Private Limited and Lotus Learning Private Limited have ceased to become step-down subsidiaries of the Company as a result of demerger of certain businesses of the Company and one of its subsidiaries, Service Master Clean Limited.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in Annexure IV to this Report.

The Policy for determining material subsidiaries is available on the Companyâs website - www.sisindia.com.

PEOPLE AND TRAINING

Your Companyâs foundation and core of its philosophy is its commitment to its Human Resources. We continue to improve and develop tools and processes to recognize and reward employees at all levels and we value their contribution to the Companyâs financial performance over the years. We continue to invest in the training and development of all our employees and launched a fresh round of leadership development programmes across the group during the year under review which is expected to continue well into the next financial year. Our competency-based systems have recently undergone a transformational change and we implemented a new Performance Management Process (âPMPâ) in the Company. We have now rolled out the new PMP to other subsidiaries, associates and joint ventures in the Group. The new PMP is designed to scientifically measure and track the performance of employees at all levels and we believe this will help us to recognize and reward performance, and also retain, reward, attract and sustain talent and to have a common platform of performance management across the Group. The total employees in the SIS Group at the end of the year under review were 170,159.

PARTICULARS OF EMPLOYEES

EMPLOYEE STOCK OPTION PLAN (ESOP)

The Company has adopted an Employee Stock Option Plan - 2016 which provides for grant of options to eligible employees of the Company.

The details of stock options granted and other disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014, are available on the Companyâs website, www.sisindia.com.

A certificate from Saxena and Saxena, Chartered Accountants, Statutory Auditors, on the implementation of Companyâs Employee Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jayanta Kumar Basu and Mr. Rituraj Kishore Sinha, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

Mr. Ashok Kumar Mattoo ceased to be a Director of the Company owing to his sad demise on December 27, 2017. The Board places on record its sincere appreciation and gratitude for the valuable contribution made by Late Mr. Mattoo during his tenure as Director of the Company.

Mr. Rajan Krishnanath Medhekar was appointed as an Additional Director (Independent) of the Company effective September 25, 2017 to hold office up to the date of the ensuing Annual General Meeting.

Mrs. Renu Mattoo was appointed as an Additional Director (Independent) of the Company effective January 29, 2018 to hold office up to the date of the ensuing Annual General Meeting.

Mr. Uday Singh stepped down as CEO and Whole-time Director effective April 24, 2018. He, however, continues to be a Nonexecutive Director of the Company.

The Company has received a notice under Section 160 of the Companies Act, 2013, from its members signifying an intention to propose Mr. Rajan Krishnanath Medhekar and Mrs. Renu Mattoo, as candidates for the office of Director at the ensuing Annual General Meeting. Mr. Medhekar and Mrs. Mattoo have confirmed that they meet the criteria of Independence as prescribed under the Act and SEBI Listing Regulations.

A brief profile of the Directors seeking appointment/reappointment forms part of the Notice of the ensuing Annual General Meeting.

Mr. Devdas Apte, Mr. Arun Kumar Batra, Mr. Amrendra Prasad Verma and Mr. TCA Ranganathan, Independent Directors have confirmed that they meet the criteria of Independence as prescribed under the Act and SEBI Listing Regulations.

Mr. Brajesh Kumar was appointed as Chief Financial Officer (India Security and Facility Management) and designated as a KMP pursuant to Section 203 of the Act effective September 25, 2017.

COMMITTEES OF THE BOARD

As on March 31, 2018, the Board has 4 committees: the audit committee, the nomination and remuneration committee, the corporate social responsibility committee, the stakeholdersâ relationship committee. A detailed note on the composition of the Board and its committees is provided 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 ended March 31, 2018, fifteen meetings were held on April 24, 2017, May 31, 2017, June 20, 2017, July 4, 2017 (2 meetings), July 8, 2017, July 17, 2017, July 19, 2017, August 4, 2017, August 8, 2017 (2 meetings), September 25, 2017, November 22, 2017, January 29, 2018 and February 9, 2018.

BOARD EVALUATION

The evaluation of all the Directors and the Board as a whole was conducted and the evaluation process has been explained in the Corporate Governance Report.

AUDITORS AND AUDIT REPORTS

The members of the Company, at the 33rd annual general meeting held on September 25, 2017, have approved the appointment of M/s. Saxena and Saxena, Chartered Accountants (Firm Registration No. 006103N) as Statutory Auditors of the Company for a period of 5 years from the conclusion of Thirty Third Annual General Meeting until the conclusion of the Thirty Eighth Annual General Meeting of the Company (subject to ratification of the appointment at every Annual General Meeting).

The ratification of appointment of auditors at every subsequent annual general meeting as such was required in terms of earlier provisions of Section 139 (1) of the Companies Act, 2013. Pursuant to amendments made to Section 139 of the Act, by the Companies (Amendment) Act, 2017 and which was brought into effect from May 7, 2018, this requirement of ratification has been done away with. In view of this statutory modification, the resolution for ratification of appointment Auditors for their remaining period until the conclusion of Thirty Eighth Annual General Meeting is placed in the notice of annual general meeting for approval of the members.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Sudhir V Hulyalkar, Company Secretary in Practice, Bangalore, to conduct the secretarial audit of the Company for the financial year 2017-18. The Secretarial Audit Report issued by Mr. Sudhir V Hulyalkar forms part of this Report and is set out in Annexure VI. There are no observations, reservations or adverse remarks in the Secretarial Audit Report.

COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been complied with by the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Considering the nature of activities of the Company, the provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, Research and Development, Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of the foreign exchange earnings and expenditure are as under

Rs, million

Particulars 2017-18

Foreign exchange earnings Nil

Foreign exchange expenditure 76.29

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134 of the Act, an extract of the Annual Return of the Company for the financial year ended March 31, 2018 is provided in Annexure VII.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS, IF ANY

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 Companyâs operations in the future.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for reporting concerns through the Whistle Blower Policy of the Company. The Policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about illegal and unethical behavior. During the year, no personnel has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company, www.sisindia.com.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (5) of the Companies Act, 2013, the Directors of your Company confirm that:

In the preparation of the accounts for the year ended March 31, 2018 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

The Directors have selected such accounting policies and applied them 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 and Loss of the Company for the year.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 Directors have prepared the Annual Accounts on a going concern basis.

The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GREEN INITIATIVES

The Company sends the Annual Report to its members in electronic form, whose email addresses are registered with the Company/Depository Participants(s). For members who have not registered email addresses, physical copies are sent in the permitted mode.

In case of any change in your email address, you are requested to please inform the same to your Depository (in case you hold the shares in dematerialized form) or to the Company/RTA (in case you hold the shares in physical form).

APPRECIATION/ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, various State Governments and Companyâs Bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the SIS Group from time to time. The Directors also take this opportunity to thank the Companyâs customers, suppliers and shareholders for their consistent support to the Company.

Last but not the least, the Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

CAUTIONARY STATEMENT

For and on behalf of the Board of Directors

Ravindra Kishore Sinha

Chairman

New Delhi May 9, 2018

Mar 31, 2017

TO THE MEMBERS,

The Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of the Company together with the audited accounts for the year ended March 31, 2017.

RESULTS

The Companyâs operations during the year ended March 31, 2017 are summarized in the table below:

Rs. mn

	STANDALONE		CONSOLIDATED
	2016-17	2015-16	2016-17	2015-16
Net Revenue	16,147.6	12,736.8	45,670.9	38,362.2
Revenue Growth %	26.8%	9.31%	19.0%	7.38%
Earnings before financial charges, depreciation & amortisation and taxes (EBITDA)	948.5	445.2	2,223.5	1,299.7
Depreciation & Amortisation	237.0	210.3	456.5	431.6
Financial charges	528.6	206.6	748.8	523.1
Earnings/Profit before taxes (PBT)	234.5	164.7	1,118.6	499.6
Provision for taxes	(-)27.6	40.9	219.9	194.0
Minority Interest	-	-	(-)7.4	(-)19.8
Impact of adjustments on account of conversion of a subsidiary to a joint venture	-	-	-	107.5
Net Earnings/Profit after tax (PAT)	262.1	123.8	906.1	432.8

The Companyâs revenues, at RS.16,147.59 mn during the year under review, increased by 26.8% over the previous year. EBITDA, at RS.948.53 mn, increased by 113.0 compared to the previous year. Your Company continues to grow at a fast pace and its revenue growth over the last 5 years (CAGR) has averaged 25.9%.

On a consolidated basis, the SIS Group (consisting of SIS and all its subsidiaries, associates and joint ventures) earned net revenues of RS.45.67 billion (previous year - RS.38.36 billion) and an EBITDA of RS.2.22 billion (previous year - RS.1.30 billion). The SIS Group is amongst the largest security and facility management services companies in the Asia-Pacific region with revenues continuing to grow at a rate far in excess of the industry growth rate.

OPERATIONS AND BUSINESS PERFORMANCE

Security services - India

The continued growth of the Indian economy underpins the performance of the security services industry. The growth in the Indian security business was led by a strong growth in the number of staff deployed, by 15.4% from March 2016 to March 2017. Significant operational improvements leveraging technology based solutions have contributed to growth in operating profits during the year under review. These improvements led to a significantly lower growth in indirect staff whilst still maintaining revenue and direct manpower growth in line with previous years. Our direct staff attrition levels have decreased from 57.8% in the previous year to 55.8% during the year under review.

Security services - Australia

The companyâs business and operations in Australia, where it provides security services through its wholly owned subsidiary, MSS Security Pty Ltd., recorded revenues of AUD 477 mn during the year under review against AUD 455 mn in the previous year. This is a growth of 4.83% which is noteworthy considering that the Australian industry is a fairly developed and stable market and its economy is growing at around 2.3%. New permanent contracts of AUD 40 mn were won during the year and an overall retention rate of 97% was achieved, which is a strong indicator or the high levels of operational excellence in our Australia business. Staff attrition was also kept steady at 20%.

Cash Logistics (a joint venture with Prosegur)

Our Cash Logistics business, which is a joint venture with Prosegur, continues to be the fastest growing cash logistics business in India and has grown to become the second largest operator in the industry.

On a consolidated basis, the cash logistics businessâ revenues grew by 7.5% over the previous year. We now operate over 2,600 cash vans and 58 vaults and strong rooms across the country.

The cash logistics business has been able to weather the demonetization exercise notified by the Government of India in November 2016, and played a major role during the period immediately following this notification. In the areas of cash evacuation from ATMs, recalibration of ATMs and new cash replenishment into the ATMs. Our cash logistics team with the support of the group management worked tirelessly to meet the demands of the banks, customers and regulators in this time of crisis.

In December 2016 we acquired, by business transfer by way of slump sale, certain specified business contracts, assets, employees from Scientific Security Management Services Private Limited (SSMS). This acquisition is expected to enhance our route density, yield significant synergies and boost the operating margins of the cash logistics business.

Facility Management

The Groupâs facility management business, operated by its subsidiary, Service Master Clean Limited, reported another year of strong growth. The companyâs services continue to gain traction in the market, with the company registering a healthy growth during the year. Revenues were up 41.7% from RS.1,014.8 mn in FY 2015-16 to Rs. 1,437.9 mn in FY 201617. EBITDA witnessed a growth from RS.1.2 mn to RS.30.8 mn for the year under review.

During the year, effective August 1, 2016, we acquired 78.72% of Dusters Total Solutions Services Private Limited (DTSS or Dusters) for a consideration of RS.1,169 mn. In addition, the share purchase agreement provides for acquisition of 100% of the outstanding equity shares, by August 2019, in one or more tranches, and at a price to be determined according to a pre-agreed valuation formula. Dusters is the fourth largest facility management company in India and, with this acquisition, our facility management vertical comprising Service Master Clean and Dusters will be our second largest business employing over 35,000 people and a significant player in the facility management space in India.

The year under review was the fifth full year of operations of the pest control business which is undertaken by Terminix SIS, a joint venture with Terminix, and the Directors are pleased to report that the business has recorded another year of high growth in revenues of 35.2%.

Electronic Security Solutions

The electronic security business of Tech SIS recorded a revenue of RS.233.4 mn during the year under review, which represented a 76.4% growth over the revenues of RS.132.3 mn in the previous year. The growth was achieved by increasing focus on banking, industrial and Government/ PSU clients. EBITDA grew almost four times compared to the previous year.

During the year under review, your company commenced commercial operations for the alarm monitoring and response service, branded as VProtect, through a company formed as joint venture with Prosegur in 2016.

SIGNIFICANT DEVELOPMENTS

Acquisition of Dusters Total Solutions Services Private Limited (âDustersâ)

Effective August 1, 2016, we acquired 78.72% of the outstanding equity shares of Dusters for an aggregate acquisition cost of RS.1,169.03 million.

In addition, the share purchase agreement provides for acquisition of the remaining outstanding equity shares of Dusters, by August 2019, in one or more tranches, and at a price to be determined according to a pre-agreed valuation formula. Dusters is the fourth largest facility management service provider in India

Acquisition of a part of the cash logistics business of Scientific Security Management Services Private Limited (âSSMSâ)

Our subsidiaries, SIS Cash and SIS Prosegur, entered into a business transfer agreement dated October 20, 2016, to acquire specified business contracts, vendor contracts, licensed properties, employees and related assets from SSMS, effective December 10, 2016. As part of the agreement, we acquired specified business contracts, vendor contracts, licensed properties, employees and related assets from Scientific Security, for an aggregate consideration of up to RS.180.00 million, subject to certain conditions.

Acquisition of Lotus Learning Private Limited

On May 19, 2016, one of the subsidiaries in the Group acquired 100% of the outstanding equity shares of Lotus Learning Private Limited (âLotusâ) for an aggregate consideration of RS.180.00 million pursuant to which Lotus became a subsidiary in the Group.

Demerger Scheme

As more fully explained in Note 13 under Note 28 - Other Notes to Accounts, the board of directors have, by resolutions dated September 20, 2016, November 11, 2016 and December 16, 2016, approved a composite scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 between the Company (âSISâ), Service Master Clean Limited (âSMCâ), SIS Asset Management Private Limited (âSIS Asset Managementâ) (formerly known as Tech SIS Access Management System Private Limited) and their respective shareholders and creditors (âDemerger Schemeâ). The Demerger Scheme contemplates the demerger, transfer and vesting of

(a) the consultancy and investigation business of the Parent, including all related assets, properties, identified investments (direct, or through nominees), liabilities and provisions, employees, business contracts and movable and immovable properties, as well as certain compulsorily convertible shares allotted or deemed to be allotted pursuant to the Demerger Scheme (âSIS Demerging Businessâ), and

(b) the payroll outsourcing business of SMC, including all related assets, properties, identified investments (direct, or through nominees), liabilities and provisions, employees, business contracts and movable and immovable properties (âSMC Demerging Businessâ) to SIS Asset Management Private Limited, on a going concern basis (such transaction, the âProposed Demergerâ).

Subsequently, our Company, SMC and SIS Asset Management, on January 11, 2017, jointly filed the Demerger Scheme with the National Company Law Tribunal (Kolkata bench) (âNCLTâ), and through an application under Rule 3 of the Companies Amalgamation Rules, sought dispensation of the meetings of shareholders and creditors of us, SMC and SIS Asset Management for approving the Demerger Scheme. By orders dated May 26, 2017 and May 31, 2017, the NCLT had, among other directions, (a) convened meetings of equity shareholders and creditors of our Company and the creditors of SMC on July 24, 2017 to approve the Demerger Scheme; (b) dispensed with meetings of shareholders of SMC and SIS Asset Management; and (c) directed that the Demerger Scheme and other relevant documents be served on the Regional Director (Eastern region), MCA, the Registrar of Companies (âRoCâ), SEBI, concerned stock exchanges, the Income Tax Department and Official Liquidator having jurisdiction over the transferor and transferee companies. These meetings were subsequently conducted on July 24, 2017, at which, the Demerger Scheme was approved by the shareholders and creditors of our Company and creditors of SMC.

Accordingly, the Demerger Scheme remains subject to (a) the approval of the NCLT, (b) certified copies of the orders of the NCLT being filed with the RoC, and (c) compliance with any other conditions as may be imposed by the NCLT.

OUTLOOK

The industries we operate in are closely linked to the overall economic growth of the country. India is currently one of the fastest growing major economies in the world according to IMF/ World Bank Strong underlying GDP growth coupled with sound demand drivers augur well for the Indian security services industry in the near future. Frost & Sullivan has forecast the Indian security services industry to grow at a CAGR of 20% over the period 2015-2020 as compared to a CAGR of 18% over the period 2010-2015. We have historically grown at over 1.5 times the industry growth and we believe that we are well placed to continue to outperform the industry in the future too.

This growth comes on the back of continued urbanization, higher threat perception, inadequate police force and shift from noncompliant local players to compliant national players. All this is supported by good growth for all the underlying sectors that we service. Recent events and changes like demonetization, implementation of GST, better enforcement of PSARA are all going to accelerate the formalization of this industry. We have significantly increased our security services branch network over the past few years to reach 151 branches and, with this vast reach, we believe that we are well placed to capitalize on this demand expansion.

The cash logistics industry has seen slower growth over the past years due to slowdown in ATM expansion and also poor contracting practices adopted by the managed service providers. Post demonetization, the industry has got better recognition from the regulators who realize the criticality of the cash logistics industry in keeping the wheels of the economy moving. We believe that the ecosystem for cash logistics is taking a turn for the better with active support of banks and regulators. We believe that consolidation in the industry will also help us achieve the necessary level of operational density to drive margin expansion.

We are seeing increasing requirements from customers who intend to invest in electronic security systems. At the same time, there is an increasing segment of consumers who are adopting electronic security as a service (âESASâ). This presents a huge opportunity for players such as SIS, who can provide man-tech solutions which provide integrated security solution to the customers.

MATERIAL CHANGES & COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT.

Acquisition of Southern Cross Protection Pty Ltd by way of increase in the shareholding and voting rights

Effective July 1, 2017, the Company, through its 100% subsidiary, SIS Australia Group Pty Ltd. (âSIS Australia Groupâ), acquired 51% equity in Andwills Pty Limited ( âAndwillsâ), the ultimate holding company of Southern Cross Protection Pty Ltd. (âSXPâ), one of our current Associates, in which 10% of the equity share capital and voting rights are directly held by SIS Australia Group. This acquisition resulted in the Company, indirectly and directly, controlling 51% of the equity share capital and voting rights in SXP, which is an increase from the existing 10% of the equity share capital and voting rights in SXP directly held by it, through its 100% subsidiary, SIS Australia Group. Further, the share purchase agreement provides a right to SIS to increase its shareholding in Andwills to 100% after three years, and, as a result, indirectly and directly control 100% of the equity share capital and voting rights in SXP, at a price to be calculated in accordance with an agreed valuation formula.

Initial Public Offering (âIPOâ)

During the year under review, the Company filed a Draft Red Herring Prospectus (âDRHPâ) with Securities and Exchange Board of India on September 27, 2016 in connection with an Initial Public Offering (âIPOâ) of the equity shares of the Company. The IPO was concluded successfully and the Company has made an application to the National Stock Exchange of India Limited (âNSEâ) and the BSE Limited (âBSEâ) to list the equity shares of the Company.

DIVIDEND AND TRANSFER TO RESERVES

The Directors have not recommended any dividend for the financial year ended March 31, 2017.

No amount was transferred to reserves during the financial year ended March 31, 2017.

SHARE CAPITAL

The authorised capital of the Company is RS.1,350,000,000 (Rupees one thousand three hundred and fifty million only) divided into 135,000,000 (One hundred and thirty five million) Equity shares of RS.10/- each.

During the year under review, the Company allotted 62,457,240 fully paid-up bonus equity shares of face value of RS.10 each to the shareholders of the Company in the proportion of 10 equity shares for every 1 equity share held on the record date, September 15, 2016, 40,565 equity shares of RS.10 each by way of preferential allotment and 5,000 equity shares of RS.10 each pursuant to exercise of options under Employee Stock Option Plans. Consequently, the paid-up share capital of the Company increased from RS.62,001,590 to RS.687,029,640 at the end of the financial year under review.

Our Company successfully completed an Initial public offering consisting of 9,565,404 Equity Shares for cash at a price of RS.815 per Equity Share (including a share premium of H 805 per Equity Share) aggregating to RS.7,795.80 million, comprising of a fresh issue of 4,444,785 Equity Shares aggregating to RS.3,622.50 million by our Company and an Offer for Sale of 5,120,619 equity shares aggregating to RS.4,173.30 million by certain existing shareholders. The allotment of these shares was completed on August 8, 2017 and the Company has made an application to the National Stock Exchange of India Limited (âNSEâ) and the BSE Limited (âBSEâ) to list the equity shares of the Company.

The paid-up share capital of the Company as on the date of this report is RS.731,590,350 consisting of 73,159,035 equity shares of RS.10 each.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments made during the year, as required under the provisions of Section 186 of the Companies Act, 2013 (âActâ), are given in Notes 10, 12 and 17 to the standalone financial statements..

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review, from the public/members, under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The SIS Groupâs business and operations are managed by professional managers led by the Group Managing Director and Group Chief Executive Officer under the supervision and control of the Board of Directors. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as prescribed in Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report.

In order to draw on the expertise of the experienced members of the Board and to assist the Board and the Chairman in carrying out its duties, the Board has constituted various committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. While some of these committees are mandatorily required to be constituted, the Board felt it useful and necessary to constitute additional committees like Finance Committee in order to delegate the functions and to help in the business operations by providing guidance and advice on a more frequent and regular basis.

Details of the role and composition of the Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY (âCSR POLICYâ)

The SIS Group comprising Security and Intelligence Services (India) limited and its subsidiaries and joint ventures (âSISâ), has been at the forefront of bringing social change in the lives of thousands of people in India. It employs more than 1,50,000 people, of which a large majority come from the less privileged sections of society with limited means for education, development and livelihood. SIS has been instrumental in improving lives of these people through training, development and providing them employment opportunities.

Our Board of Directors, our Management and all of our employees subscribe to the philosophy of compassionate care. We believe that a business has to give back to society and to the environment and community in which they operate such that it helps in building a secure, healthy, knowledgeable, and sustainable society and business. Corporate Social Responsibility (CSR) has been an integral part of the way that the SIS group does its business since inception. The SIS Group set up the SEWA trust for the betterment of lives of the employees. The Group has engaged in various activities in the communities that our employees live in, which has benefited thousands of people over the years. The company has also been at the forefront in imparting and encouraging skills based training to people from backward and less developed communities across the country.

This CSR Policy of the Company has been formalized based on the vision 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 the society and the environment in which the Group operates. It aims at enhancing welfare measures of the society based on the immediate and long term social and environment consequences of the Groupâs activities. This Policy specifies the projects and programmes that can be undertaken, directly or indirectly, the modalities of execution and the monitoring thereof.

One of the internal objectives of the CSR Policy is to seek an active participation of employees of the Company at all the locations. Employees will be encouraged to volunteer their time and effort in respect of SIS sponsored programme or on their initiatives. The Company will recognize the efforts put in by employees in CSR activities. A widespread awareness of the CSR initiatives of SIS will be conducted and the Group seeks and active and wide participation from employees and encourages any suggestions and project ideas from them.

The Annual Report on Corporate Social Responsibility (CSR) Activities is enclosed as Annexure I.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review, three complaints were reported as per the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act, 2013. As on March 31, 2017, investigation process of one complaint is under way.

NOMINATION AND REMUNERATION POLICY

Directors and their Appointment

The Nomination & Remuneration Committee of the Board has approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules thereunder, both in respect of Independent Directors and other Directors as applicable. This policy, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration & enterprises. It endeavours 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 / re-appointed with the approval of the members for a period of three to five years or a shorter duration, in accordance with any arrangements and/or guidelines as determined by the Board from time to time. The initial appointment of Executive Directors is normally made in consultation with the members of the Board and the Chairman. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the members or provided under any statute or arrangement. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election. The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Act.

Remuneration Policy

The Companyâs Remuneration Policy is designed to attract and retain high quality talent, that gives each of its businesses a unique competitive advantage and enables the Company achieve its objectives. This policy is a key and integral component of the strategy of the Company and, whilst focusing on remuneration and related aspects of performance management, is aligned with and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow. The policy is designed:

i. To ensure that its remuneration practices support and encourage meritocracy.

ii. To leverage Remuneration as an effective instrument to enhance performance and therefore, to link a varying component of remuneration to both individual and collective performance outcomes.

iii. To design Remuneration practices such that they reinforce SISâ values and culture and to implement them in a manner that complies with all relevant regulatory requirements.

The Companyâs Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided in Annexure II.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an armâs length basis and in the ordinary course of business. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review.

Since all the contracts/arrangements/transactions with related parties, during the year under review, were in the ordinary course of business and at armâs-length and were 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. The details of contracts and arrangement with related parties for the financial year ended March 31, 2017, are given Note 1 under Note 24 - Other Notes to Accounts forming part of this Annual Report.

PARTICULARS OF EMPLOYEES.

The information required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure III, which is forming part of this Report.

The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon any request by any member of the Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

EMPLOYEE STOCK OPTION PLAN (ESOP)

a) ESOP 2008

The information pursuant to the provisions of Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as follows:

(a) Options granted (as at March 31, 2017)	125,096
(b) Options vested (as at March 31, 2017)	109,006
(c) Options exercised (as at March 31, 2017)	97,474
(d) The total number of shares arising as a result of exercise of option	97,349
(e) Options lapsed	11,532
(f) The exercise price	RS.10
(g) Variation of terms of options	No
(h) Money realized by exercise of options till date	973,490
(i) Total number of options in force	16,090
(j) Employee wise details of options granted to
(i) Key managerial personnel;	N.A
(ii) Any other employee who receives a grant of options in any one year of option amounting to (5) five percent or more of options granted during that year.	N.A
(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1 (one) percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	N.A

b) ESOP 2016

During the year under review, the Company instituted an employee stock option scheme, namely, ESOP 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 not exceeding 5% of the issued and paid up equity share capital of our Company as on the first day of the financial year in which options are granted. Under ESOP 2016, the Company had granted 1,216,000 options.

The information pursuant to the provisions of Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as follows:

(a)	Options granted (as at March 31, 2017)	1,216,000
(b)	Options vested (as at March 31, 2017)	-
(c)	Options exercised (as at March 31, 2017)	-
(d)	The total number of shares arising as a result of exercise of options	-
(e)	Options lapsed	11,850
(f)	The exercise price	RS.10
(g)	Variation of terms of options	No
(h)	Money realized by exercise of options till date	-
(i)	Total number of options in force	1,204,150
(j)	Employee wise details of options granted to
	(i) Key managerial personnel;	87,350
	(ii) Any other employee who receives a grant of options in any one year of option amounting to (5) five percent or more of options granted during that year.	N.A
	(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1 (one) percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	N.A

DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rita Kishore Sinha, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for reappointment.

During the year under review, the following changes have taken place with respect to Directors and KMPs:

a. Mr. Ajay Relan resigned as a director of the company effective September 20, 2016. The Board places on record its sincere appreciation for the valuable contribution made by Mr. Relan during his tenure as Director of the Company.

b. Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan was appointed as an Independent Director of the Company effective July 30, 2016.

c. Mr. Arvind Kumar Prasad, Chief Financial Officer and Mr. Devesh Desai, Chief Financial Officer (International Business) have been designated as Key Managerial Personnel of the Company.

d. Ms. Pushpalatha Katkuri was appointed as Company Secretary effective August 22, 2016 in place of Mr. Sanjiva Kumar Kaddu.

Mr. Ravindra Kishore Sinha has resigned from the position of Managing Director of the Company effective April 24, 2017. However, he continues to be the Chairman of the Company.

Mr. Rituraj Kishore Sinha has been appointed as the Managing Director of the Company effective April 24, 2017.

Effective April 24, 2017, Mr. Arvind Kumar Prasad, has been appointed to the board and designated as Director Finance.

Mr. Devdas Apte has resigned as a Director with effect from April 25, 2017. The Board places on record its sincere appreciation for the valuable contribution made by Mr. Apte during his tenure as Director of the Company. Effective July 4, 2017, Mr. Devdas Apte has been appointed as an Additional Director (Independent) of the Company to hold office up to the date of the ensuing Annual General Meeting.

The Company has received a notice under Section 160 of the Companies Act, 2013, from a member signifying an intention to propose Mr. Devdas Apte as a candidate for the office of Director at the forthcoming Annual General Meeting.

The term of appointment of the Independent Directors of the Company, Mr. Arun Kumar Batra, Mr. Ashok Kumar Mattoo and Mr. Amrendra Prasad Verma is valid upto September 28, 2017. Mr. Arun Kumar Batra, Mr. Ashok Kumar Mattoo and Mr. Amrendra Prasad Verma have confirmed that they met the criteria of Independence as prescribed for continuing as Independent Directors under the Companies Act and SEBI Listing Regulations.

Based on the performance evaluation of these Directors and after reviewing the declarations submitted by Mr. Arun Kumar Batra, Mr. Ashok Kumar Mattoo and Mr. Amrendra Prasad Verma, the Board of Directors were of the opinion that Mr. Arun Kumar Batra, Mr. Ashok Kumar Mattoo and Mr. Amrendra Prasad Verma continue to meet with the criteria of independence and are also independent of the management and accordingly have proposed their re-appointment as Independent Directors of the Company, for a term of 5 consecutive years, subject to the members approval.

The Company has received a notice under Section 160 of the Companies Act, 2013, from member(s) signifying the intention to propose Mr. Arun Kumar Batra, Mr. Ashok Kumar Mattoo and Mr. Amrendra Prasad Verma, for the office of Director at the forthcoming Annual General Meeting.

The other Independent Director of the Company viz., Mr. TCA Ranganathan and Dr. Ajoy Kumar has confirmed that he meets the criteria of independence.

A brief profile of the directors seeking appointment/re-appointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

NUMBER OF BOARD MEETINGS

During the year ended March 31, 2017, 14 (fourteen) meetings of Board were held and the maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

SI. No.	Date of the Board Meeting
1.		30-Apr-2016
2.	30-Jun-2016
3.	27-July-2016
4.	30-July-2016
5.	02-Aug-2016
6.	22-Aug-2016
7.	01-Sep-2016
8.	12-Sep-2016
9.	20-Sep-2016
10.	21-Sep-2016
11.	26-Sep-2016
12.	29-Sep-2016
13.	11-Nov-2016
14.	16-Dec-2016
15.	14-Jan-2017
16.	31-Mar-2017

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the familiarization programme are available on the website of the Company www.sisindia.com

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act, annual performance evaluation of the Directors as well as the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on September 12, 2016, inter-alia, to discuss:

a. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

b. Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

c. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

AUDITORS

Pursuant to the provisions of section 139 of the Act and recommendation of the Audit Committee, the Board of Directors have recommended the appointment of Saxena and Saxena, Chartered Accountants (Firm Registration No.006103N) as the statutory auditors of the Company to hold office from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be held in the year 2022, subject to ratification of their appointment at every intervening annual general meeting and at such remuneration as may be mutually agreed between Board of Directors of the Company and the Auditors.

A confirmation has been received from Saxena and Saxena that their appointment, if confirmed by the members in the forthcoming general meeting, would be within the limits specified in Section 141(3)(g) of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Suryakant Kumar, Company Secretary in Practice (Membership Number-27610 and holding a Certificate of practice Number-10207) to undertake the Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report is given as Annexure IV forming part of this Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information appears in the Notes to the Accounts.

EXTRACT OF ANNUAL RETURN

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is annexed as Annexure V.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS, IF ANY

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companyâs operations in future.

VIGIL MECHANISM POLICY:

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, if any. The vigil mechanism policy is uploaded on the website of the Company www.sisindia.com

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (5) of the Companies Act, 2013 the board of directors the Directors of your Company confirms that:

- In the preparation of the Accounts for the year ended March 31, 2017 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

- The Directors have prepared the Annual Accounts on a going concern basis.

- The company being unlisted for the year under review, sub clause (e) of section 134 (3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the company

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION/ACKNOWLEDGEMENT

Last but not the least, the Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on Behalf of the Board of Directors

New Delhi Ravindra Kishore Sinha

August 8, 2017 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article