SIS Ltd Directors Report

Dear Members,

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

Financial Highlights

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

(Amounts in Crores, except share data)

	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
	"FY26"	"FY25"	"FY26"	"FY25"
Net Revenue	5,456	4,931	15,982	13,189
Revenue Growth %	10.6	8.6	21.2	7.6
Earnings before financial charges, depreciation and amortization and taxes (IBIIDA)	312	278	717	604
Depreciation and Amortization	78	69	215	16,4
Financial charges	75	89	175	16,1
Others (Other income and effect of business combination)	157	39	48	6,8
Share of Profit/ (loss from Associates)			32	26
Reported Earnings/ Profit Before Tax (Paid)	316	159	407	373
Tax Expenses	(56)	27	(21)	88
Operating Profit after Tax	371	132	428	318
Add/ (Less): Exceptional Items	270	3	290	306
Reported Net Earnings/ PAT	101	129	138	12

AOne time incremental impact due to new labour code.

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

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

State of Companys Affairs

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

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

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

Operations and Business Performance

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

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

Security Solutions - India

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Solutions - International

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

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

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

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

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

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

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

Facility Management Solutions

The Groups Facility Management Solutions business comprizes:

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

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

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

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

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

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

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

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

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

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

Outlook

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

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

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

However, geopolitical tensions, escalation of the West Asia energy crisis, renewed tariff tensions and trade policy uncertainty, higher financial market volatility and elevated near-term inflation from food and energy prices are key risks to Indias 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 industrys formalization augments market share for organized players like SIS. Rising labour costs are accelerating the shift toward technology-led security. At the same time, rapid urbanization, smart city projects, and large infrastructure developments are increasingly adopting e-security solutions, driving growth in the electronic security market. Together, these trends position the Company well to serve customers with integrated ManTech security solutions.

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

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

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

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

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

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

Other significant matters since the end of the financial year

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

Dividend and Dividend Distribution Policy

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

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

Transfer of unclaimed dividend to Investor Education and Protection Fund

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

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

Transfer to reserves

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

Credit Rating

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

Share Capital

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

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

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

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

Particulars of Loans, Guarantees and Investments

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

Deposits

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

Corporate Governance

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

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

Corporate Social Responsibility

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

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

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

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

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

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

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

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

No. of complaints outstanding at the beginning of the year	1
No. of complaints received during the year	12
No. of complaints resolved during the year	11
No. complaints outstanding at the end of the year	2

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

Nomination and Remuneration policy

Directors and their Appointment

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

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

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

Business Responsibility and Sustainability Report

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

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

Related Party Transactions

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

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

Risk Management

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

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

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

1. Mr. Upendra Kumar Sinha, Independent Director,

2. Mr. Uday Singh, Independent Director, and

3. Mr. Deepak Kumar, Independent Director.

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

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

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

Management Discussion and Analysis

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

Internal Financial Controls

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

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

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

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

In addition to financial audits, quality management system procedures are continuously audited by internal and external auditors to ensure that the Companys 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 Companys internal control systems are commensurate with the nature, size and complexity of its business and ensure the proper safeguarding of assets, maintenance of proper accounting records and provision of reliable financial information. The Internal Audit team of the Company evaluates the effectiveness and quality of internal controls and reports on their adequacy through periodic reporting. During the year under review, these controls were tested and no reportable material weakness in the design or operation of such controls was identified.

Subsidiaries and Joint Venture Companies

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

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

a) A P Securitas Private Limited

b) Proton Facility Solutions Private Limited

c) Scientific Security Management Services Private Limited

d) State Medical Assistance Holdings Pty Ltd

e) Western Australia Patient Transport Pty Ltd

f) State Medical Assistance - Victoria Pty Ltd

g) State Medical Assistance Pty Ltd

h) Clinical Governance Specialists Pty Ltd

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

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

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

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

People and Training

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

Particulars of Employees

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

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

Employee Stock Option Plan (ESOP)

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

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

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

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

Directors and Key Managerial Personnel ("KMP")

a. Appointment/Re-appointment of Directors

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

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

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

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

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

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

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

b. Cessation of Directors and KMPs

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

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

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

Declaration of Independence

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

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

Committees of the Board

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

Meetings of the Board

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

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

Board Evaluation

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

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

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

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

Auditors and Audit Reports

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

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

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

Secretarial Audit

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

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

Compliance with the Secretarial Standards

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

Reporting of Frauds by Auditors

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

Conservation of Energy, Research and Development, Technology Absorption

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

Foreign Exchange Earnings and Outgo

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

(Rs. Crores)

Particulars	FY26
Foreign exchange earnings	6.62
Foreign exchange outgo	3.44

Annual Return

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

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

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

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

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

Not Applicable.

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

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

Vigil Mechanism / Whistle Blower Policy

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

Directors Responsibility Statement

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

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

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

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

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

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

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

Maintenance of cost records

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

Appreciation/Acknowledgement

Your directors express their gratitude to the Central Government, various State Governments as well as the Companys 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 Companys customers, suppliers, vendors, and investors for their consistent support to the Company.

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

Cautionary Statement

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

	For and on behalf of the Board of Directors
	Rita Kishore Sinha
Place: New Delhi	Chairperson
Date: April 30, 2026	DIN:00945652