SIS Ltd Directors Report

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

Amounts in million except share data

On a standalone basis, the Companys 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 Groups 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, there has been no change in the nature of the business of your Company.

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 shareholders 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.

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

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 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.

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 INR 50,690 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 FY24 the Security Solutions - International segment recorded a significant number of new order wins. We

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

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

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.

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.

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.

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 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. Indias 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

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 Womens 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.

The Groups Facility Management Solutions business comprises:

i. SMC Integrated Facility Management Solutions Limited ("SMC"), 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 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 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.

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 29 states / UTs across the country including J&K and Andaman. During FY24, we achieved a revenue

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

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.

Despite the global slowdown, Indias 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 Indias 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

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 Indias economic outlook.

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

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.

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

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

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

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

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

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

There were no outstanding debentures during the year.

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

Pursuant to the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures relating to Loans, Guarantees and Investments as of March 31,2024, are provided in the Notes to the standalone financial statements.

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

The 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 maintain and adhere to the highest standards of Corporate Governance as stipulated by the Securities and Exchange Board of India (SEBI) and the Act.

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 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 proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information. The Internal Audit team of the Company evaluates the effectiveness and quality of internal controls and reports on their adequacy through periodic reporting. During the year under review, these controls were tested and no reportable material weakness in the design or operation was identified.

As on March 31, 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.

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

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

Dusters Total Solutions Services Private Limited, a wholly owned subsidiary, is considered as a material subsidiary of the Company. Your Company has in accordance with the SEBI Listing Regulations adopted the Policy for determining material subsidiaries. The said Policy is available on the 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 their review.

We continuously strive to improve and develop tools and processes to recognize and reward employees at all levels within the Company. We highly value their contribution to the 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 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.

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

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

Auditors of the Company for a term of 5 consecutive years in the 38^th AGM held on August 30, 2022 to hold office till the conclusion of the 43^rd AGM of the Company.

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

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

As per the provisions of Section 204 of the Act read with the rules framed thereunder, Mr. Sudhir 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.

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.

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

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

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

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

In terms of the provisions of Section 92 of the Act and the rules made thereunder, the annual return of the Company as on March 31, 2024, is available on the Companys website at https://sisindia.com/annual-report/.

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

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

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

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

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

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

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

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

1. Brief outline on CSR Policy of the Company:

2. Composition of CSR Committee:

3. The web-link of composition of the CSR committee,

4. Provide the executive summary along with web- link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.

5. (a) Average net profit of the company as per

6. (a) Amount spent on CSR Projects (both Ongoing

Project and other than Ongoing Project).

(c) Amount spent on Impact Assessment, if any :

(f) Excess amount for set-off, if any:

(e) CSR amount spent or unspent for the Financial Year:

1. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary during the financial year 2023-24, ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24:

2. The variable pay of Mr. Rituraj Kishore Sinha, Managing Director and Mr. Arvind Kumar Prasad, Director-Finance, is based on clearly laid out criteria and measures that are aligned with the desired performance and business objectives of the Company. The variable pay is determined by various parameters such as return on equity, earnings per share, CXO level planning, succession planning, guidance and mentoring provided to project teams for executing Technology Transformation projects, coaching of commercial teams on process improvement and control, reviewing and analysing contracts and costs and other strategic goals as determined by the Board from time to time.

3. The percentage increase in the median remuneration of employees in the financial year 2023-24 is 7.95%.

4. There were 1,63,744 permanent employees on the rolls of the Company as on March 31,2024.

5. Average percentage increase made in the salaries of employees, other than the managerial personnel in the financial year 2023-24, was 6.67 % over the previous financial year and the average remuneration of the managerial personnel for the same financial year was increased by 7%.

6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

FOR THE FINANCIAL YEAR ENDED ON MARCH 31,2024 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

SIS Limited

Regd. Office: Annapoorna Bhawan,

Telephone Exchange Road, Kurji,

Patna - 800010

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SIS LIMITED (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company‘s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31,2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

iii. Depositories Act, 1996 and the Regulations and ByeLaws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI):

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

(d) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (No instances for compliance requirements during the year);

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (No instances for compliance requirements during the year);

(g) Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) Securities and Exchange Board of India

(Delisting of Equity Shares) Regulations, 2021 (No instances for compliance requirements during the year);

(i) Securities and Exchange Board of India

(Buyback of Securities) Regulations, 2018; and

(j) Securities and Exchange Board of India

(Depositories and Participants) Regulations, 2018

vi. The Private Security Agencies (Regulation) Act, 2005

and applicable States Rules made thereunder;

vii. All other Labour, Employee and Industrial Laws to the

extent applicable to the Company;

I have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above wherever applicable.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board meetings, agenda and detailed note on agenda were sent at least seven days in advance and with necessary compliance wherever sent at shorter period and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions are carried through majority and recorded in the minutes and there were no dissenting views.

of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

1. The Company has issued and allotted in total 7312 equity shares on various dates during the year to the eligible employees of the Company pursuant to Companys Employees Stock Option Plan, 2016.

I further report that there are adequate systems and processes in the Company commensurate with size and operations

SIS Limited

SUDHIR VISHNUPANT HULYALKAR

FOR THE FINANCIAL YEAR ENDED MARCH 31,2024 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

Dusters Total Solutions Services Private Limited

#332/1, Corporate Miller, 3^rd Floor,

Thimmaiah Road, Vasanth Nagar,

Bangalore - 560052

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dusters Total Solutions Services Private Limited (hereinafter called the Company) (CIN: U74999KA2007PTC042734). Secretarial audit was

conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

My responsibility is to express opinion on the compliance with the applicable laws, act, rules or regulations in maintaining their records, documents, statements by the company based on audit. The audit was conducted in accordance with Auditing Standards (CSAS-1 to CSAS-4) issued by the Institute of Company Secretaries of India (ICSI).

I have obtained reasonable assurance about whether the statements prepared, documents or Records maintained by the company are free from misstatement. Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

Based on my verification of the Companys books, papers, minutes, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31,2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

for the financial year ended on March 31,2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(b) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

(iv) The other laws as may be applicable specifically to the Company are: Based on the information and explanations given to me by the Company, I report that adequate systems and processes are in place to monitor and ensure compliance with the provisions of other applicable Acts including Employee Provident Fund Act, The Employees State Insurance Act, 1948 and other laws related to the industry as well as tax laws applicable to the Company.

I have also examined compliance with the applicable clauses of Secretarial Standards issued by The Institute of Company Secretaries of India.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

I have examined the books, papers, minutes, forms and returns filed and other records maintained by the Company