SIS Limited has convened its 42nd Annual General Meeting (AGM) on Monday, July 6, 2026, at 12:00 Noon (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), in compliance with Ministry of Corporate Affairs circulars and the Companies Act, 2013. The meeting will be held without physical presence of members, with the registered office serving as the deemed venue. The Annual Report for the financial year 2025-26, including the Business Responsibility and Sustainability Report, has been dispatched electronically to shareholders whose email addresses are registered as of June 5, 2026, while others have been provided a web-link to access the documents.

Remote E-Voting Schedule

Shareholders holding shares in physical or dematerialised form as of the cut-off date, June 29, 2026, are eligible to vote. Remote e-voting is facilitated through Central Depository Services (India) Limited (CDSL). The voting window opens on July 3, 2026, at 09:00 a.m. IST and closes on July 5, 2026, at 05:00 p.m. IST. Members who have not cast their votes remotely may vote electronically during the AGM. Once a vote is cast, it cannot be changed.

Key AGM and Voting Details

AGM Agenda: Ordinary and Special Business

The AGM will transact both ordinary and special business. Under ordinary business, members will consider and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the Board's and Auditors' reports. The meeting will also consider the re-appointment of Mrs. Rita Kishore Sinha (DIN: 00945652) and Mr. Arvind Kumar Prasad (DIN: 02865273), who retire by rotation and are eligible for re-appointment.

Under special business, four resolutions are proposed:

Director Remuneration Details

The Board, at its meeting held on April 30, 2026, recommended the appointment of Mrs. Rita Kishore Sinha as Executive Director designated as Executive Chairperson at a remuneration of ₹3,50,00,000 per annum for a period of five years from May 1, 2026 to April 30, 2031. The remuneration for Mr. Rituraj Kishore Sinha, Managing Director, is proposed to be revised to ₹2,56,00,000 per annum, comprising fixed pay of ₹1,83,50,000 per annum and variable pay of ₹72,50,000 per annum, effective June 1, 2026. For Mr. Arvind Kumar Prasad, Whole-Time Director, the revised remuneration of ₹1,07,99,978 per annum comprises fixed pay of ₹87,59,979 per annum and variable pay of ₹20,40,000 per annum, effective June 1, 2026. These revisions are sought under Schedule V to the Companies Act, 2013, given the inadequacy of profits for the financial year 2025-26, primarily due to a one-time exceptional item related to gratuity and leave liabilities arising from the new Labour Codes notified on November 21, 2025.

Financial Performance Overview

SIS Limited delivered its highest-ever revenue and EBITDA in the financial year 2025-26. The following table summarises the key consolidated financial highlights:

On a standalone basis, revenues stood at ₹5,456 Crore, up 11%, EBITDA at ₹312 Crore, up 12%, while profit after tax at ₹101 Crore decreased by 22% due to the one-time exceptional item. The Security Solutions – India segment recorded its highest-ever annual revenue at ₹6,826.8 Crore, a growth of 22.4% over the previous year. The Security Solutions – International segment recorded revenues of AUD 1,150 Million in FY26 against AUD 985 Million in FY25, while the Facility Management Solutions segment reported revenues of ₹2,493.9 Crore, up 11.0%. During FY26, the company returned approximately ₹250 Crore to shareholders through dividends and buybacks, bringing total capital returned since listing to nearly ₹600 Crore.

Key Corporate Developments

During FY26, SIS completed the acquisition of a 51% controlling stake in AP Securitas Private Limited, its first and largest domestic acquisition in nearly five years, for an aggregate consideration of ₹71.29 Crore. The acquisition takes the Indian security business past ₹6,100 Crore in revenue, making SIS almost twice the size of its nearest competitor. The company also acquired 100% of State Medical Assistance Holdings Pty Ltd in Australia for ₹12.05 Crore (AUD 2.02 million), expanding into the non-emergency patient transport segment. The Board declared an interim dividend of ₹7 per equity share (face value ₹5 each) for FY 2025-26, resulting in a cash outflow of ₹98.86 Crore. The company also completed a buyback of 37,12,871 equity shares at ₹404 per share for an aggregate consideration of ₹149.99 Crore.

The Notice of AGM and Annual Report are available on the company's website at https://sisindia.com/investors/annual-report , on the CDSL e-voting portal, and on the websites of BSE Limited and National Stock Exchange of India Limited. For queries, members may contact the CDSL helpdesk at 1800 21 09911 or email helpdesk.evoting@cdslindia.com .

SIS Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26, disclosing a turnover of ₹5,456.43 crore and a net worth of ₹1,079.83 crore. The company, which operates primarily in the security services sector, reported that its workforce comprised 24,079 permanent employees and 1,81,565 permanent workers as of March 31, 2026. The BRSR, filed pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, highlights the firm's focus on human capital development and operational compliance.

The report details that SIS conducted over 90,000 training programmes in FY 2025-26, covering themes such as professional skill development, regulatory awareness, and health and safety. The company stated that 100% of permanent employees and workers were covered under health and accident insurance schemes. Furthermore, the Board of Directors maintains overall oversight of the sustainability agenda, with policies reviewed annually to ensure alignment with business objectives.

Financial and Operational Metrics

SIS Limited reported that security services accounted for 97.21% of its total turnover. The company operates across 28 states and 6 union territories in India, with a presence in three international countries: Australia, New Zealand, and Singapore. The contribution of exports to total turnover was 0%. The company's paid-up capital stood at ₹70,63,60,795.

Governance and Compliance

The company confirmed that it has not received any material fines, penalties, or punitive actions from regulators during the financial year. It maintains a zero-tolerance approach towards bribery and corruption, reinforced through its Business Ethics Policy. SIS also stated that it is fully compliant with applicable environmental laws and regulations, including the Water (Prevention and Control of Pollution) Act and the Air (Prevention and Control of Pollution) Act. No adverse orders related to anti-competitive conduct were reported.

Material Issues and Risk Management

The BRSR identifies "Our People" as both a key opportunity and a material risk. While a committed workforce strengthens service delivery, high attrition levels pose a risk to operational efficiency. To mitigate this, the company has implemented succession planning frameworks, targeted recruitment strategies, and occupational health and safety protocols aligned with ISO 45001:2018 standards. The report also notes that the company is upgrading its vehicle fleet to Bharat Stage VI (BSVI) standards and incorporating electric commercial vehicles to reduce emissions.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE285J01028/5529fb7734ec45e5.pdf