SIS Limited Annual Report 2022-23

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SIS Limited

ANNUAL REPORT 2022-23

LEADERSHIP POSITION.
BURGEONING MARKET.
What’s Inside

Leadership Position.
Theme Introduction 1

Performance During the Year


Key Financial Highlights

Burgeoning Market.
Insights from Chairman 2
Managing Director’s Review 4

H 492 Crore
Key Performance Indicators 8
H 11,346 Crore
Who We Are Revenue EBITDA
Company Overview 10 12.8% (1.4%)
Our Milestones 14 Security Industry
Geographical Presence 16 Increasing security concerns
across residential, commercial, Facility Management
Story in Highlight H 347 Crore 15.7% industrial, and governmental
sectors due to rising threats
Industry
A Culture Driven by Best-in-Class Technology 18 PAT Return on equity Issues of poor hygiene, inadequate Cash Logistics Industry
of crimes, terrorism, and
(ROE) repairs, neglected landscaping, and
Business Segment Review 6.3% cyber attacks. Growing concerns in handling large
ineffective energy management volumes of cash and precious raw
Security Solutions – India 22 leading to uncomfortable spaces materials due to the lack of reliable and
Security Solutions – International 32 and environment. secure logistic modes.
Facility Management 40
Cash Logistics 48

Value Creation Approach Key Facts


Value-Creation Model 52
Stakeholder Engagement 54
Our Materiality Assessment 56 38 Years 2,83,322
Opportunity Landscape 58 Industry experience Total employees
Strategic Priority 60

ESG Commitment
ESG Approach 62
Environment 64 70,917 21,471
Social 66 Customer sites Customers served
across India
Governance 72

Statutory Reports
Directors’ Report 76
Report on Corporate Governance 99 Effective control As a result, the market for Security, Facility Management and Cash
and management of Logistics is experiencing a burgeoning growth, emerging as a prominent
Business Responsibility &
force in effectively mitigating these issues.
Sustainability Reporting 121 these challenges are
Management Discussion and Analysis 154 imperative. We at SIS Group, are the leading Security, Facility Management and Cash
Logistics company.
Financial Statements As a responsible business services provider, we are committed to helping
Standalone Financial Statements 158 individuals, organizations and communities take proactive steps towards
Consolidated Financial Statements 234 ensuring safety and security. With the growing market demand for
Security, Facility Management and Cash Logistics industry, we are well-
positioned to capitalize on the emerging opportunities and cater to the
evolving needs of our customers. Our unwavering commitment to quality,
reliability, and customer satisfaction has earned us a reputation as a
trusted partner for businesses across industries.

Check our website www.sisindia.com to


Scan the QR code for
get to know us better
Annual Conference 2023
Leadership Position. Burgeoning Market. Performance During the Year / Insights from Chairman

Insights from the Chairman

Leading Vision 2025, Dear Friends,


H 11,346 Crore we offer to customers across our
markets. It is encouraging to note that

from the Front


This year SIS Group further reinforced
Revenue many of the frontline employees in our
its credentials as one of Asia-Pacific
Group have progressed to branch and
(APAC) region’s leading business 12.8%
regional team member roles in SBUs,
services groups. We closed FY23 on
which is a huge testament to our open
a positive note, despite a challenging
culture and our training and career
global economic environment
amid high inflation, ongoing effects
2,83,322 development initiatives.

of Russia’s invasion of Ukraine, Employees This year we were ranked at #4


slower global trade growth, and amongst the “Best Companies to Work
financial sector turmoil in key which is an outstanding achievement For in India” and recognised as one
developed economies among other by everyone at SIS – from business of the “Best Workplaces in Building a
economic headwinds. leaders to frontline staff. Culture of Innovation”, by Great Place
Our Cash Logistics business, which is To Work (GPTW). This is a tremendous
All our markets—India, Australia,
#2 in India, continues to position itself validation of our organization's culture,
Singapore, and New Zealand—
as a Bank Outsourcing and Support policies, and employee motivation
witnessed economic expansion, but
Solutions (BOSS) business and has levels, given our large employee base,
particularly India’s resilient economic
reported the highest revenue and with most of them being a frontline
growth has played a key role in our
margin growth among our business blue-collar workforce.
business growth this year. In the last
decade, from being the world’s 11th segments in FY23. Two years ago, we rolled out our
largest economy, India has leaped It gives me immense pride to share Vision 2025 plan, with the goal of
ahead to become the 5th largest that SIS which started as a small transforming our market leadership
economy, which is on the back of a entrepreneurial venture just four position into a meaningful market
GDP growth rate that eclipses most decades ago has progressively share and transitioning from a services
of the world’s large economies. At strengthened its foundation and company to a solutions company. I
the same time, what makes it more spread itself like a huge banyan tree am happy that we are making great
outstanding is the fact that this fast- to provide livelihood to hundreds progress towards our Vision goals
paced inclusive progress touches the of thousands of families. I feel very and, during the course, have become
lives of millions of people across the proud of our 2,83,322 employees, the #1 in Facility Management in
social spectrum in the country. which includes our security guards India. At the same time, we have been
and officers, janitors and fumigation continuously investing in best-in-class
FY23 has been a remarkable year for
technicians, and cash logistics crews, systems, for running our operations
our business for many reasons. On
for their commitment, dedication, and and delivering tech-based customer
an overall basis, SIS Group’s revenue
passion towards the essential services services and solutions, more efficiently
grew by 12.8%, from H 10,059 Crore in
and productively.
FY22 to H 11,346 Crore in FY23 (~US$
1.4 Billion). On behalf of the Board and the
We closed FY23 on a positive note, despite We continue to be #1 in Security
entire leadership team, I thank all
We are now also #1 in the our stakeholders for their belief in
a challenging global economic environment Services in both India and Australia
and continue to consolidate Facility Management (FM)
SIS. Your continued support and

amid high inflation, ongoing effects of


confidence are an unending source
our leadership position in both
geographies. ‘VProtect’, which offers
segment in India. We have of comfort for us as we move forward

Russia’s invasion of Ukraine, slower global an AI-enabled e-surveillance solution achieved this position
in our journey. I am positive that the
SIS family will continue its rise to even
trade growth, and financial sector turmoil
powered with a physical response,
had an 84% increase in the number
in a mere 15 years from greater heights.

in key developed economies among other of connections this year and is on


the way to becoming India’s largest
the commencement of
FM business, which is an
economic headwinds. e-surveillance company.
outstanding achievement Warm Regards,
We are now also #1 in the Facility
Management (FM) segment in India. by everyone at SIS – Ravindra Kishore Sinha
We have achieved this position Chairman
in a mere 15 years from the
from business leaders to
commencement of FM business, frontline staff.

2 SIS Limited Annual Report 2022-23 3


Leadership Position. Burgeoning Market. Performance During the Year / Managing Director’s Review

Managing Director’s Review

A Message of Resilience It’s been over 5 years since revenue mark for the first time in
SIS was listed, could you our history.

take us through the journey Pre-IPO, we set out to With an annualized run rate of
since then? deliver 20% revenue more than H 2,000 Crore in Facility
Management (FM), SIS is also now
Would like to discuss what we had growth per annum, 20% India’s #1 FM company. We entered
stated at the time of the IPO, and how
ROE, and 50% OCF/EBITDA. the Facility Management space in 2009
we have performed since then.
and reaching this milestone within 15
From FY17 to FY23, we
• Security, Facility Management years is very motivating.
and Cash Logistics are recession achieved a revenue CAGR
We would also like to share an update
resistant sectors. During these of 17.2%, approx 20% on our acquisitions and corporate
years – from FY17 to FY23 – our
revenues have grown from H 4,387.2 ROE, and an average OCF/ structure changes during the year.
We completed the acquisition of
Crore to H 11,345.8 Crore at a CAGR EBITDA of 58%. 85% shareholding in SDS, a Perth-
of 17.2%. Similarly, the EBITDA has
based company providing Critical Risk
grown from H 220.4 Crore to H 491.6
Management, Rescue Medical Services
Crore at a CAGR of 14.3%. PAT has provider as opposed to a staffing
and Training services across Australia.
grown from H 109.7 Crore to H 346.5 company which only provides
This acquisition is a key milestone in
Crore at 21.1% CAGR. We grew even human resources to clients in
realizing Vision 2025 and can provide
during the difficult COVID period. exchange for a fixed fee; here the
great value addition to our clients both
outcome of the service is largely
• Security Solutions – International through cost savings and synergy
the responsibility of the client hiring
is a hedge for SIS. During FY21, the opportunities with the combined
the resource.
segment achieved revenue growth capabilities. Additionally, TerminixSIS
of 22% due to high margin one- • Pre-IPO, we set out to deliver
time COVID contracts, compared to 20% revenue growth per annum,
the India Security segment which 20% ROE, and 50% OCF/EBITDA.
was impacted by COVID. In FY23 as From FY17 to FY23, we achieved
well, this segment achieved 0.7% a revenue CAGR of 17.2%, approx
growth in revenues, despite the 20% ROE, and an average OCF/ Facility Management
discontinuation of COVID-related EBITDA of 58%. Also, we have
and Cash Logistics
contracts of over AUD 80 Million. maintained both return on equity
The segment has been a stable (ROE) and return on capital segments are high
cash generator and complements employed (ROCE) at an average of
growth segments and
the India business. 19.3%.
have the potential to
• Facility management and cash We are #1 in the Security Solutions
become larger given
Security, Facility Management and Cash Logistics logistics segments are high growth
segments and have the potential
business in India and in Australia, now
#1 in Facility Management Solutions
their high growth rates
are recession-resistant sectors. During these years – to become larger given their high
growth rates over the years and at
in India and #2 in Cash Logistics
Solutions in India. over the years and at
from FY17 to FY23 - our revenues have grown from 30%+ for FY23. We believe these
30%+ for FY23.
H 4,387.2 Crore to H 11,345.8 Crore at a CAGR of
segments can add significantly What were the Key
to the Group’s overall value
highlights of the year?
17.2%. Similarly, the EBITDA has grown from H 220.4 going forward.
In FY23, with the economy bouncing - our pest management services

Crore to H 491.6 Crore at a CAGR growth of 14.3%.


• Essential business services are back, all our business segments have business - became a 100% subsidiary
materially different from staffing: reported healthy growth in revenue. of the Group.
PAT has grown from H 109.7 Crore to H 346.5 Crore at The onus of the service outcome
rests with the business service
We crossed H 11,000 Crore annual

21.1% CAGR. We grew even during the


difficult COVID period.

4 SIS Limited Annual Report 2022-23 5


Leadership Position. Burgeoning Market. Performance During the Year / Managing Director’s Review

Managing Director’s Review

To optimize returns to our year of FY22 in the form of a buyback. FY23 down from 52% as of FY18 and
shareholders and enhance overall We have been progressively paying the contribution from the segment is
shareholders’ value, we completed a SIS Group closed FY23 with double-digit out dividends to shareholders and Further, as a part of the expected to reduce further to ~25%
buyback of equity shares worth H 80 completed two rounds of buybacks. over the next few years.
Crore at a price of H 550 per share. revenue growth of 12.8%, amounting to For FY23 we have completed a VISION 2025 plan, under
This year, we further leveraged SIS H 11,346 Crore. Growth is back which is buyback of H 80 Crore. SIS Ventures, we continue Why has SIS been relatively
Ventures, which is our corporate VC reflected in our revenue growth across the to scout for promising quiet on the M&A front
How are you leveraging
fund for investment towards next- recently? What can we
generation ideas in SIS’s addressable
business segments. technology in your services? start-ups working on
expect going forward?
and adjacent markets. We were How do you see it evolving solving problems in areas
Our inorganic strategy is based
successful in integrating offerings of further?
these new-age tech start-ups, both ~10% in the year. However, continued and Support Solutions (BOSS) provider adjacent to our core on three key tenets. First, to gain
Our efforts to continuously improve market share in key markets (e.g. our
on the customer solutions side and labor shortages across international and not merely a provider of cash offerings or for providing
geographies had an impact on the logistics solutions. The business our technology and solutions have acquisition of UNIQ in the Bengaluru
employee benefits side. Our offerings
costs and EBITDA. has been offering more and new been gaining momentum. Post- benefits to our employees. region and SLV in the Northern
across business segments, integrated
innovative technology solutions, COVID, the way we live and work is Capital Region). Second, to penetrate
with video analytics capability would The Facility Management segment
increasing value for our customers, witnessing a fundamental shift. We into additional customer segments
enhance customers' experience has done tremendously well with are actively pursuing technology both to provide customized security (e.g. our acquisition of RARE in the
and outcomes. and hence enabling additional growth
revenue surging 36.2% Y-o-Y to reach for client-facing applications and as healthcare segment). Third, to add
opportunities going forward. and facility management solutions
H 1,899.9 Crore in FY23 with an EBITDA well as for internal processes, systems a service line to strengthen our
to our customers to meet their
Could you walk us through of H 81.8 Crore, reflecting a growth and controls. unique requirements. overall offerings.
the financial performance of 28.7% Y-o-Y. The FM segment has How is your capital structure
On the Client side, we have been Across all our inorganic transactions,
through the year?
consistently grown at 30%+ Y-o-Y for and capital allocation
4 quarters of FY23 backed by strong working to take newer solutions to How is international we typically target an XIRR of 20%+
strategy evolving? ensure that our clients are able to and structure the deals in a staggered
We are proud to share that SIS Group demand. Our FM business is now business evolving?
closed FY23 with double-digit revenue the #1 pure-play FM service provider As of the end of FY23, our Net Debt/ provide a safe and hygienic working manner to mitigate risk and achieve a
Our Security Solutions - International
growth of 12.8%, amounting to H in the country. Large customers are EBITDA was 1.75 at a consolidated environment to their customers, higher return on investment.
segment has acted as a hedge for the
11,346 Crore. Growth is back which is increasingly looking to consolidate level. Due to hardening interest rates employees and stakeholders. We
overall Security business. During FY21, During FY21 and FY22, COVID
reflected in our revenue growth across their service providers to achieve cost and the strong cash flow generation offer India's First Alarm Monitoring
the segment achieved revenue growth impacted most businesses across
the business segments. savings and be more compliant. This is in FY23, post Q4 FY23, we have paid and Response Solution (AMRS)
of 22%, due to high-margin one-time segments, alignment on valuations
down AUD 15 Million (H 82.6 Crore) through ‘VProtect’; under OneSIS
Our Security Solutions - India segment favourable for organized players like us COVID contracts, ahead of the Security was a challenge, and in many
to the debt syndicate led by National (Our integrated solutions offering)
showed a remarkable increase of and our ‘OneSIS’ which is a customized Solutions - India segment which was cases, earnings were not a true
Australia Bank (NAB) in Australia and we offer end-to-end business service
19.9% Y-o-Y, reaching H 4,626.1 Crore integrated solutions offering. relatively impacted by COVID. The representation of the business
reduced the outstanding amount to solutions comprising Security, Facility
in FY23. ‘VProtect’- which offers an Security Solutions - International potential. As a result, we focused on
During the year, OneSIS signed up AUD 88.5 Million (H 487.1 Crore). This Management, and Pest Control to our
AI-enabled e-surveillance solution segment has been a stable cash organic growth during this period.
clients in the BFSI, Co-Working and has helped us improve the Net Debt to clients; we also introduced a ‘Video
powered with a physical response generator and complements the We now have a robust pipeline of
Real Estate domains. One SIS is going EBITDA levels. Analytics Solution’ which converts
services over 14,000 connections, India business. potential targets and our focus for
to be an important part of our Vision cameras into smart cameras providing
a growth of 85%+ from over 7,700 Our international security peers M&A and capital allocation remains
2025 goal to move from services real-time video and analytics and have Additionally, our international
connections as of the end of FY22. operate at higher leverage levels. in the three segments we operate in
to solutions. introduced ‘SMARTGUARD’ mobile app presence enables us to access cost
We believe that prudent use of debt viz. Security, Facility Management and
to automate front desk operations. effective alternative sources of funding
Our Security Solutions - International Our Cash Logistics joint venture with Cash Logistics, in the domestic market.
is essential to ensure a high return to fuel our inorganic growth engine.
segment achieved 0.7% growth Prosegur achieved significant revenue Further, as a part of the VISION 2025
on equity.
in revenues, amounting to H growth of 38.3% Y-o-Y to reach H 543 plan, under SIS Ventures, we continue This year also, the Security Solutions
4,875.9 Crore in FY23, despite the Crore in FY23. The EBITDA witnessed Since the IPO, we have returned close to scout for promising start-ups - International segment achieved Best Regards,
discontinuation of high-margin an even higher growth of 60.9% Y-o-Y to H 260 Crore to shareholders in the working on solving problems in areas 0.7% growth in revenues, despite
COVID-related contracts of more than at H 85.7 Crore. The business has form of dividends and buybacks. This adjacent to our core offerings or for the discontinuation of COVID-related Rituraj Sinha
Group Managing Director
AUD 80 Million during FY23 thereby transformed itself over the years to includes a record H 100 Crore returned providing benefits to our employees. contracts of over AUD 80 Million.
delivering an effective growth of position itself as a Bank Outsourcing to shareholders during the COVID We believe this will also enable us The segment contributes 43% as of

6 SIS Limited Annual Report 2022-23 7


Leadership Position. Burgeoning Market. Performance During the Year / Key Performance Indicators

Key Performance Indicators

Metrics that Shape our


Leadership Position
Revenue EBITDA Return on Capital Employed (ROCE) Return on Net Worth (RoNW)
(` in Crore) (` in Crore) (in %) (in %)

4,387.2 5,833.4 7,093.3 8,485.2 9,127.3 10,059.1 11,345.8 220.4 312.0 365.2 520.4 520.8 498.5 491.6 25.5 24.2 18.6 20.9 19.0 15.6 12.0 21.0 20.1 18.8 20.1 22.8 16.7 15.7

FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY17 FY18 FY19 FY20 FY21 FY22 FY23

FY17-23 CAGR 17.2% FY17-23 CAGR 14.3%


EBITDA Margin PAT Operating Cash/EBITDA Net Debt/EBITDA
(in %) (` in Crore) (in %) (X)

5.0 5.4 5.2 6.1 5.7 5.0 4.3 109.7 163.0 214.7 225.5 367.2 325.9 346.5 45 69 50 39 123 47 35 1.29 0.20 1.14 1.35 0.70 1.38 1.75

FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY17 FY18 FY19 FY20 FY21 FY22 FY23

FY17-23 CAGR 21.1%

8 SIS Limited Annual Report 2022-23 9


Leadership Position. Burgeoning Market. Who We Are / Company Overview

Company Overview

Ensuring a Safe and


Our business divisions and services

Security Solutions

Secure Tomorrow As a premier Security solutions provider in the Asia-Pacific (APAC) region, encompassing India, Australia, New Zealand, and
Singapore, we offer a wide range of security solutions to cater to diverse needs. Our comprehensive security solutions
spectrum includes cutting-edge Alarm Monitoring and Response Solutions, as well as innovative 'Man-Tech' solutions that
integrate electronic security with a skilled workforce, to offer the most efficient security solutions.
Recognised for
Our Corporate Philosophy

Take care of your people, they


Organizational Excellence
83.3%
will take care of your business. Revenue contribution
Mr. R. K. Sinha Best Facility
Founder & Group Chairman India Australia
Management
Company
Our Core Values

Largest security solutions Largest mobile patrol


Largest security solutions provider in India, offering the provider across all market company in Australia
TRUST SERVICE SPIRIT Best
PEOPLE FOCUS Workplaces widest reach and most comprehensive range of solutions segments in Australia
Being trustworthy Keeping our people’s Committed to
for Innovation
for us means being interest above customer satisfaction New Zealand Singapore
transparent in all and fostering by staying available
our services a collaborative 24*7 and help our
team culture customers even
beyond contract terms
Best Alarm monitoring and Complete suite Leading security solutions One of Singapore's leading
Workplaces response solutions of electronic provider in New Zealand security companies
What We Do for Women security solutions
Read more Read more
We provide Security, Facility to our operations, offering a unique
PG 22-31 PG 32-39
Management and Cash Logistics customer experience.
services across the Asia-
Through our innovative approach
Pacific region.
and commitment to excellence,
Facility Management Solutions Cash Logistics Solutions
We are leveraging the power of we have established a leadership
technology in our services which has position across our segments, setting Nation Building
steadily brought greater efficiency the standard for superior. We offer a diverse range of facility management Our range of cash logistics solutions includes secured
Employer
services, including housekeeping solutions, janitorial cash in transit, encompassing safe transportation of other
support, integrated facility management, HVAC valuable items, doorstep banking and cash currency
maintenance, pest control, and more. processing, ATM replenishment, first-line maintenance,
and safekeeping, as well as vault-related solutions for
Leadership Position Across Business Segments in India
Among India's
Best Companies
Ranked
16.7% bullion and cash.

Revenue contribution
#1
In Security Solutions
#1
In Facility Management
#2
In Cash Logistics
4 th
To Work for 2022

Leadership Position in APAC region in Security Solutions

#1 Among Among

In Australia Top 3 Top 5


In New Zealand In Singapore

Read more Read more


PG 40-47 PG 48-51

10 SIS Limited Annual Report 2022-23 11


Leadership Position. Burgeoning Market. Who We Are / Company Overview

Company Overview

Our Customers
Our clients include prestigious brands in various industries, from banks and retailers to hospitals, schools, and
government entities.

Steel/Metals, Power, IT/BPO, BFSI, Auto, Manufacturing, Hospitality and Retail/ Aviation and Railways Entertainment
Mining, Oil & Gas, Energy Telecom, Education Logistics, Transportation Commerce/Industrial
Resources, PSUs

Construction, Cement, Healthcare and FMCG, Food and Education Government and Defense Others
Infrastructure, Fertilizer Pharma Beverage, Paper

12 SIS Limited Annual Report 2022-23 13


Leadership Position. Burgeoning Market. Who We Are / Our Milestones

Our Milestones

Journey of Excellence • Cash JV commenced • CX partners investment


• Commenced Pest Control business

2011 - 2015
• Penetration in Indian market • Excelled in delivering industry-specific
residential training programs 2011 2014
• Developed advanced tech platforms to
Initiated joint ventures with Prosegur, Spain, Celebrated our 40th anniversary with
drive business growth
Until 2005 with ‘SIS Cash’ branded as ‘SIS Prosegur’ the revenue crossing C 2,500 Crore

2012 Acquired ISS cash business and


1986 1998 Entered a joint venture with TERMINIX, USA rebranded it as SISCO
Implemented the Graduate Trainee Officer Achieved the milestone of being the first and entered the Pest Control Segment, under
(GTO) program with the objective of developing ISO-certified security company in India 2015
the TERMINIXSIS brand crossed 50,000
a group of security officers and managers Crossed 100,000 employee count
employee count
2002
Launched first industry-automated
1989 Crossed the C 25 Crore revenue mark 2013 recruitment quality control kiosk
Created a payroll software program based on Marked the largest PE investment in security
the DOS platform 2004
sector by CX Partners
Created ERSys, a comprehensive and
1991 integrated ERP platform
Crossed 1,000 employee count • Established leadership in Security and • Achieved successful IPO
2005
FM across Asia-Pacific through growth
1997 Exceeded 10,000 employees
and acquisitions
Launched operations in South India.
2016 - 2020
2016 Launched VProtect, India's pioneering
Crossed ` 4,000 Crore revenue mark wireless alarm, monitoring, and response
• Launched 5-year Vision plan • Secured investment from DE Shaw, service provider
implementation global hedge fund Acquired DTSS, becoming India’s 4th largest
Facility Management provider 2018
2006 - 2010 • Completed first overseas acquisition • Added electronic security services to
our portfolio Consolidated leadership position in India
• Started facility management and cash 2017 Security and FM – acquired SLV, UNIQ & RARE
logistics operations SIS Group becomes India's first listed
company in security, cash logistics, and 2019
2006 2009 facility management Surpassed 200,000 employees and achieved
Ventured into Cash Logistics segment Crossed C 1,000 Crore revenue mark revenues of over US$ 1 Billion
Acquired Australia's largest mobile patrol
Entered the Facility Management space service company, SXP Strengthened APAC leadership by acquiring
2007
and partnered with ServiceMaster Henderson and P4G
Set up operations in West India
Corporation, USA
DE Shaw, one of the largest hedge funds in the
world, invests in SIS 2010 • Prioritized employee well-being • Became India's Largest Facility
Launched electronic security arm of SIS • Recognized by Great Place to Work Management Provider
2008 group under TechSIS brand • Crossed C 10,000 Crore annual
Acquired Australia’s largest security company 2021 - 2023 Revenue mark
Chubb Security

2021 2023
Prioritized vaccination for over 2,50,000 Became India’s largest Facility
employee base Management provider

"Ranked among the Best Workplaces in


2022
Building a Culture of Innovation”, by GPTW
Achieved a remarkable milestone with annual
revenue surpassing C 10,000 Crore Acquired 85% stake in Australian firm SDS

Terminix SIS became a wholly-


owned subsidiary

14 SIS Limited Annual Report 2022-23 15


Leadership Position. Burgeoning Market. Who We Are / Geographical Presence

Geographical Presence

Wide Influence in the


Asia-Pacific Region
With a rich legacy of almost 40 years in the industry, our
company has firmly established itself as a leader in the Asia-
Pacific region. We take pride in delivering unparalleled service
quality and setting the benchmark for excellence. From Australia
to New Zealand and Singapore, our expertise and commitment
to exceptional performance have earned us a trusted reputation
among clients and a leadership position in the market.

Corporate office
Regional office
Training Academics
SIS Branches
SMC Branches
AUSTRALIA NEW ZEALAND SINGAPORE
Cash Logistics Branches
(SIS-Prosegur & SISCO)

#1 Top 3 Top 5 Terminix SIS Branches


DTSS Branches
Security Solutions Provider Security Solutions Provider Security Solutions Provider SLV Branches
RARE Branches
UNIQ Branches

Leading the Security Solutions, Leading in India Across Segments


Facility Management and Cash
Logistics industry, we are the
fastest-growing brand in India with
extensive nationwide coverage.
As the top-ranked player, we
#1 #1 #2 334 50 29
Security Solutions Facility Management Cash Logistics Branch offices covering Regional offices Training academies
solidify our position as a trusted
Provider Solutions Provider Solutions Provider 36 States/UTs
and dominant force, delivering
unmatched protection and peace
of mind to our valued customers.

16 SIS Limited Annual Report 2022-23 17


Leadership Position. Burgeoning Market. Story in Highlight / A Culture Driven by the Best-in-Class Technology

Story in Highlight

A Culture Driven by the


SIS Group Technology Strategy Plan

Best-in-Class Technology
Build, rollout and Be the first in industry Enhance and rollout Leveraging Infrastructure
leverage central for automated daily operations technology in management and
business transaction customer compliance management for automation cyber security
management system with 100% accuracy all entities and workflows

• Business • Automated • Sales operations • Robotic Process • IT organization


At SIS, we are successfully implementing a major business process transactions ERP compliance Automation (RPA) structure
• Site operations
transformation project. This is guided by our Technology Strategy, – SISCORE document
generation • Site attendance
• Self-service • IT service
which aims to enhance our team's capabilities to handle a • Finance
transactions ERP – • Compliance • Training –
and workflows management
• IT infrastructure
threefold increase in business, which is expected in future years. Oracle Fusion Management Billable employee
and security
System - CMS
• Business Analytics management
We have undertaken significant technology enhancement
projects to accelerate the adoption of technology, both for
internal productivity and customer solutions. Leveraging As a market leader, we prioritize to our customers. We are fostering meeting evolving customer needs
modern technology is a key factor that sets us apart from raising the digital quotient across a digital culture throughout the through customer-centric solutions
our competitors. We consistently invest in best-in-class our value chain, from acquiring new organization by innovating, incubating, and fostering effective communication
systems to improve our customer-centric service delivery, customers to efficiently managing and scaling initiatives. Our technology within the organization.
automate business processes, and enhance operational operations, and providing quality strategy aligns with business
efficiency, to align with our Vision 2025. assurance and compliance assurance priorities, enabling us to excel in

Our Way Forward


We recognize that technology
is a key factor that sets us
apart from our competitors.
In today's technology-driven
operating environment,
we remain committed to
leveraging Information
Technology (IT) to streamline
our processes. Our best-
in-class systems empower
us to drive business growth
and continuously improve
our operational efficiency.
By harnessing the power
of technology, we aim to
increase our operating
leverage over time, ensuring
sustained success.

18 SIS Limited Annual Report 2022-23 19


Leadership Position. Burgeoning Market. Story in Highlight / A Culture Driven by the Best-in-Class Technology

Story in Highlight

Leveraging the best-in-class technology to


improve productivity within the organization
and for our valuable customers

Others
We have platforms like MS Teams,
SalesMaxx: Tablet-based SiSCORE
Intranet portal with workflows, CISCO
sales CRM tool We are in the process of Webex, and Zoom that facilitate real-
It provides our sales teams with implementing the new core time messaging and video calling for
easy access to customer data, business management better collaboration and streamlined
order histories, and product system, SiSCORE. It will drive communication within the organization.
catalogs. It simplifies the sales and manage customer and These platforms were instrumental
process by allowing sales reps site information, contracts, in conducting initial kick-off meetings
to manage leads and track and operations, while also and discussions with new and
iOPS: Service quality assurance and Oracle Fusion
their progress from anywhere, incorporating invoicing and potential customers in both Indian and
operations productivity platform We have successfully implemented
increasing productivity and payroll functionalities. The international markets. They also allowed
Our iOPS 1.0 was successful in closing more deals. introduction of contract Oracle Fusion as our Group-
us to virtually engage with our existing
efficiently managing operations and management enhances wide Finance ERP system. This
customers, providing insight into local
supporting customers. We upgraded to KPI our team's capabilities to migration has greatly automated
operations and frontline staff efforts
iOPS 2.0 which added quality assurance handle a threefold increase tasks such as collections entry
800+/month despite pandemic restrictions.
capabilities through the Area Officer in volume, providing through Robotic Process
quotations generated
(AO) App, National Quality Cell (NQC) self-driven digital control Automation and integrated
Dashboards, and real-time information and business analytics workflows. The ERP also includes
Automated Recruitment Kiosk
for the operations team. Mobile apps for key decision-making. a supplier portal for improved
MySIS: Facial recognition-based (ARK)
empower the team to ensure quality With accurate customer efficiency in supply chain
attendance mobile app at customer sites. We are piloting M-Trainer: Digital Training management. With the software, An innovative solution designed to
site and service data
It is our latest innovation to Quality Assurance & Compliance Platform we can easily add new customers, streamline the recruitment process
captured through contract
enhance employee experience. Assurance (QACA) portal for our invoice, manage collections, and
A digital training platform management, we can
MySIS is an app that enables our KPI
customers to monitor service delivery that offers personalized significantly improve service reconcile receipts, leading to
frontline workers to log attendance
and operations, ensuring compliance learning experiences for delivery and ensure timely end-to-end operational efficiency. 5,900+ security professionals
hassle-free, access various
and quality parameters are met. Our all our employees. With and accurate customer Additionally, our Finance & recruited monthly on average
benefits, and streamline payroll
processing. With a secure and user- integrated tech platforms provide interactive modules, quizzes, invoicing. SiSCORE is closely Accounts ERP is supported by a
friendly interface, it revolutionizes visibility and compliance assurance to and assessments, it helps us integrated with our financial business intelligence platform,
attendance recording and payroll customers. Through technology-driven deliver engaging and effective ERP system and other providing real-time analytics Quality and Compliance Overview
disbursements, ensuring efficiency operations management and customer training to our employees. operations management for management reporting and Dashboard
and data security. feedback, we deliver quality assurance It also enables learners applications like MySIS, decision-making. This allows
A customer-accessible platform that
and compliance. to acquire new skills and iOPS, and M-Trainer, as for automatic generation of
KPI provides a comprehensive overview of
knowledge at their own pace, well as SalesMaxx. This reports like Seven Finger report,
training, compliance documents, and
First in the industry KPI anytime, and anywhere. integration ensures quality monthly MIS, Sales, Collections,
operational reports. With easy-to-use
1.3 Lakh+ average daily attendance 17,500+ sites covered on an average in assurance and compliance Compliance, HR, and other MIS,
features, it simplified the monitoring and
reports generated. a month KPI in accordance with ensuring ease of doing business
management of quality and compliance,
customer contracts. while maintaining compliance and
2.28 Lakh+ active employees have 67,000+ quality checks on an average 7,400+ trainings/month helping us stay on top of our operations.
employee welfare.
downloaded the app done on these sites (avg.) imparted

20 SIS Limited Annual Report 2022-23 21


Leadership Position. Burgeoning Market. Business Review / Security Solutions – India

Business Review

Security
Solutions India

#1 Security Our Security Solutions segment encompasses a broad spectrum of


Solutions, including traditional and specialized guarding, reliable

Solution Provider Alarm Monitoring and Response Solutions, integrated and turnkey
electronic security and surveillance solutions. Our overarching goal is

in the Industry to offer our clients a comprehensive range of Security Solutions that
are tailored to meet their unique needs and requirements.

22 SIS Limited Annual Report 2022-23 23


Leadership Position. Burgeoning Market. Business Review / Security Solutions – India

Business Review
Segment’s Financial Performance

Industry Overview Revenue from operations EBITDA EBITDA Margin


Core (` in Crore) (` in Crore) (%)
India is expected to be one of the fastest growing
markets, globally. The Indian security services Competencies
market is projected to reach H 1,57,400 Crore 3,856.9 4,626.1 165.8 211.9 4.3 4.6
by 2024, globally, driven by increasing crime
rates, political instability, and the need for
asset and individual protection. Technological
advancements like AI, biometrics, and drones
are further fuelling industry growth. Rising
labor costs, skilled resource shortages, and the
post-COVID era are blurring the lines between Wide Ranging Skilled
physical and digital worlds, creating demand for Presence Professionals
advanced technology-based security solutions.
In India, the technology-based security solutions
market is expected to reach H 32,200 Crore by
2024, with higher growth rates compared to Market Automated
traditional guarding services. Leadership Solutions

19.9

27.8

0.3
Y-o-Y%

Y-o-Y%

Y-o-Y%
Key highlights
FY22 FY23 FY22 FY23 FY22 FY23

1,81,381 33,128 9,355 94% 182


Employees Customer sites Customers Customer retention Branches
Revenue share in overall EBITDA share in overall Sector-Wise Sales Mix (%)
business (%) business (%)

38.3 40.8 33.3 43.1


Our Offerings
5
4
4 23
Manned Security Solutions Technology and Electronic Solutions
9

Static Armed Guards Escorting and Access control/ AI-enabled Fire Safety, detection
Guarding and Gunman Patrol Services Entry automation video surveillance 14
and suppression
22

19
Fire Bouncers Front Office SaaS-based Vehicle Intrusion alarm
Safety Services Management software solutions tracking solution monitoring
and response Steel/Metals, Power, Mining, Oil & Gas, PSUs
IT/BPO, BFSI, Telecom, Education
Auto, Manufacturing, Logistics, Transportation

2.5

9.8
Y-o-Y%

Y-o-Y%
Construction, Cement, Infrastructure, Fertilizer
Event Quick Dog Scanning and Control room Drone based Healthcare & Pharma
Management Response Team Handler frisking solutions and Integrated surveillance and FMCG, Food & Beverage, Paper
FY22 FY23 FY22 FY23
command business solutions Hospitality & Retail
centre solution Others

24 SIS Limited Annual Report 2022-23 25


Leadership Position. Burgeoning Market. Business Review / Security Solutions – India

Business Review

As the leading security service SLV Security Services Pvt. Ltd. a prominent
provider in India, SIS Security offers a security solutions provider based in
range of services, including manned Gurugram, has a strong presence in North
guarding, specialized security staff, and India. Offering a wide range of services
technology-oriented integrated security including manned guarding, electronic
solutions. Through our innovative surveillance, event security, and more,
'Man-Tech Solutions' approach, we SLV became part of the SIS Group after
seamlessly combine highly trained an acquisition in 2018. With a significant
personnel with cutting-edge technology foothold in the Gurugram-NCR market, SLV
to deliver exceptional results. has expanded to cities like Chandigarh,
With a strong focus on technology Chennai, Hyderabad, Mumbai, and
adoption and creating robust security Sambalpur. Backed by a strategically located
foundations, we continuously evolve to Branch & Region network, our objective is to
exceed expectations and empower our deliver exceptional security personnel and
customers for success. innovative technological solutions.

Performance Highlights Looking Forward Performance Highlights Looking Forward


• Achieved an impressive 28% increase in EBITDA and As the industry sees a growing preference for
• Witnessed a remarkable 24% revenue growth With a focus on diverse industries like residential,
significant client growth of 36% organized players, the company has ample room
• Remarkable wins include securing contracts with healthcare, education, and hospitality, the
• Business demonstrated resilience and prosperity, for significant growth. Moving forward, their
industry giants such as Hindalco, DLF, Reliance, company aims to enhance its unique Man-Tech
which is evident in our revenue diversification across focus will be on maximizing synergies with Group
and others solutions. By integrating cameras, NFC cards,
four geographical zones within India companies, strengthening brand visibility, and
GPS devices, and remote monitoring with skilled
• Secured contracts with Mahanadi Coalfields, ONGC, expanding their presence in Man-Tech solutions, • Upscale condominiums with a portfolio of 70
security personnel, they optimize service offerings
Escorts, BNY Mellon. Executed successful Man- which includes automating client operations and luxurious properties in Gurugram, amongst
for efficient security solutions. Their goal is to
Tech projects for HPCL, JCB, Ananda Dairy, Vedanta, offering AI-based solutions. Furthermore, they other customer segments
provide smart and comprehensive security
and more will prioritize consolidating their position in key • Introduced Mobile Training Vans (MTVs) within services leveraging technology across sectors.
regions of the Indian market, solidifying their condominiums, revolutionizing the way training
• Batch of technical consultants inducted at regional
market presence. is conducted
level for increased focus on Man-Tech and
Solution business • Successful implementation of the innovative
• Scaled up MySIS - which is our proprietary mobile iOPS platform
app, to cover over 1.8 Lakh employees spread across
the country

26 SIS Limited Annual Report 2022-23 27


Leadership Position. Burgeoning Market. Business Review / Security Solutions – India

Business Review

Founded in 1996, UNIQ Security Solutions Tech SIS, the electronic security division of
Pvt Ltd is a premier security and our Group, provides integrated solutions
consulting agency. After joining our Group to private and government sectors. The
in 2018, the Company has maintained Company’s offerings include AI, IoT, drones,
a strong and prominent position within access control, fire alarms, RFID, and 24/7
the industry. With over two decades of monitoring. With experienced engineers and
experience, they have a stronghold in technicians, they design and install tailored
southern states like Karnataka, Tamil security systems for its customers. Their
Nadu, Andhra Pradesh, and Telangana. customer-centric approach and seamless
Offering armed and unarmed guards, solutions have earned them prestigious
CCTV surveillance, access control, awards like the Frost & Sullivan Award and
investigation services, and consulting, NASSCOM Innovation in Security Award.
UNIQ is committed to expanding
their portfolio and establishing new
relationships across a wider geography.

Performance Highlights Looking Forward Performance Highlights Looking Forward

• Reported an increase in margin profile, due With continuous evolution of technology, UNIQ • Achieved over 400 orders this year, With India’s steady economic growth, Tech SIS will
to conscious efforts towards higher margin will strategically transition from providing demonstrating strong performance and capitalize on the surging demand for tech-enabled
new sales manned guarding services to implementing market demand security solutions. The Company intends to continue
• Some of the big wins for the Company included complex service delivery designs and solution • Successfully penetrated new segments, penetrating new segments and securing on big-
Sony, Infosys, TCS, Accenture, Heidelberg mechanisms. Emphasizing on its commitment expanding its reach and customer base ticket projects to sharpen capabilities, deepen
Cements and more to innovation, the Company will extensively industry insights and maximise their brand salience.
• Did well by entering the Mining and Data Center
leverage technology to enhance productivity, They will continue to explore new age solution
• Implemented effective strategies to enhance sectors through noteworthy large-scale projects
ensure superior service quality, and drive offerings, specially under their Electronic Security as
brand identity, ensuring better visibility of its • Expanded its EM locking solutions from oil and
scalability improvements. The Company’s a Service (ESAS) offering.
branch offices in the market gas to the dairy segment, providing secure and
adaptability and customer-centric approach
• Successfully implemented platforms such as keeps them at the forefront of the industry's tamper-proof logistics solutions
Oracle Fusion, Microsoft Power BI platforms to changing dynamics. By embracing technological
enhance the operational efficiency advancements, they can consistently deliver
innovative solutions that exceed expectations
and drive long-term success.

28 SIS Limited Annual Report 2022-23 29


Leadership Position. Burgeoning Market. Business Review / Security Solutions – India

Business Review

VProtect Edge

24 Hour Monitoring Low Maintenance of Security


The state-of-the-art monitoring Opting for round-the-clock guard
center diligently tracks events and services can be costly for residences
swiftly sends real-time alerts as or SMBs, making the company’s
they occur. solution an ideal choice for
cost reduction.

Prevents Crime in Immediate Emergency Response


Vicinity In case of a fire or medical
Installation of security system emergency, the company’s
results in the reduction of crime rate monitoring center ensures swift
in the locality, even for those who response from the necessary
do not have a system but live in the civic authorities, guaranteeing
same locality. immediate assistance.

Provides Remote Access


Individuals have the ability to
remotely monitor their property
from anywhere, granting them
control over various aspects such as
adjusting locks, lights, and more.

Performance Highlights Looking Forward


“The fastest growing and • Celebrated a remarkable year of VProtect recognized the growing global and
leading e-Surveillance accomplishments, marked by robust 80%
revenue growth
Indian demand for Alarm Monitoring and
Response Solutions (AMRS). Moving ahead, they
company in India” • Achieved growth of 100% in the B2B segment,
demonstrating their strong presence and success
will leverage their extensive service portfolio
and network coverage to maximize operational
in serving business customers efficiencies. Its key focus areas include PSU
In 2017, the SIS Group introduced VProtect, a • Further maintained 100% response SLA Banks, Private Banks, NBFC Segment, and B2C,
pioneering venture aimed to provide a robust for customers along with developing a new segment for asset
alarm, monitoring and quick response solution for
• Focused on embracing new solutions for clients monitoring. They aim to enhance efficiency
B2B and B2C customers. With a unique approach,
VProtect seamlessly integrates an AI-enabled by enabling AI in its solutions through hardware optimization and integrate
monitoring platform with a human interface, • Launched “Go Secure”, an innovative mobile automation for streamlined reporting.
providing an advanced level of security and security solution
peace of mind. The Company is on a mission to • Achieved fast alarm disposal time of 179 seconds,
eliminate common threats, providing 24/7 security managing over 28,30,912 alarms per month
with trained response officers and advanced
• Strong order pipeline with major clients like
technology platform.
Central Bank, Canara Bank, and Equitas Small
Finance Bank

30 SIS Limited Annual Report 2022-23 31


Leadership Position. Burgeoning Market. Business Review / Security Solutions – International

Business Review

Security Solutions
International

Leading security solution SIS International offers an extensive range of security and
safety services, including patrols and emergency response,
provider in Australia, New alarm/CCTV monitoring, aviation security, emergency
medical & rescue, clinical governance, security guards/
Zealand and Singapore officers, etc.

32 SIS Limited Annual Report 2022-23 33


Leadership Position. Burgeoning Market. Business Review / Security Solutions – International

Business Review
Segment’s Financial Performance

Industry Overview Revenue from operations EBITDA EBITDA Margin


Core (` in Crore) (` in Crore) (%)
The global security solutions market, valued
at US$ 249.65 Billion in 2018, is expected Competencies
to witness significant growth, reaching US$ 4,840.5 4,875.9 269.4 198.0 5.6 4.1
483.62 Billion by 2026. This forecasted growth
reflects a CAGR of 8.84% during the forecast
period. The increasing need for advanced
security measures across various industries,
coupled with the rising threat of cybercrime
and terrorism, is driving the demand for robust
security solutions worldwide. Factors such as Reputation Experienced
technological advancements, adoption of cloud- Management
based security solutions, and strict regulatory
requirements are further contributing to
market expansion. Key players in the industry
are focusing on innovative solutions to Long-standing Qualified
capitalize on this growing market opportunity. Relationships Professionals

(26.5)

(1.5)
0.7
Y-o-Y%

Y-o-Y%

Y-o-Y%
FY22 FY23 FY22 FY23 FY22 FY23

Key highlights Our Offerings


Manned Security Solutions Revenue share in overall EBITDA share in overall Sector-Wise Sales Mix (%)
business (%) business (%)
9,116
Employees 48.1% 43.0 54.1 40.3
Security Guard/ Event Aviation Patrols and 8
Officers Security Security Emergency Response 4 19
5

9,837 6
Customers
6 15

Concierge First Line Alarm/ Critical


8
20% Services Maintenance (FLM) CCTV monitoring Risk Management
8 11
Market share in 9
Australia
Government Mining/Gas/
C
 ommerce/ Resources

(13.8)
94% Clinical Event
Security
Industrial Aviation

5.1
Y-o-Y%

Y-o-Y%
Governance Defence E
 ntertainment/
Customers retention
Retail Events
FY22 FY23 FY22 FY23 Healthcare BFSI/IT

Education Others

34 SIS Limited Annual Report 2022-23 35


Leadership Position. Burgeoning Market. Business Review / Security Solutions – International

Business Review

As Australia's largest and most trusted Established in Melbourne after World


security company, MSS Security boasts War I, their commitment to progress
unparalleled geographic coverage and pioneering new security practices
across the country. With a century-long has been unwavering. SXP operates the
history, they specialize in customized largest national security patrol network
security and emergency response in Australia, with its fully equipped fleet
solutions across diverse market of vehicles and highly trained security
segments. From arts and events to patrol officers. Security Patrol is an ideal
aviation, education to government, their solution for customer sites like shops,
technology-driven approach and well- restaurants and independent residents
trained personnel ensure best-in-class where the cost of deploying a full-time
services tailored to each client's specific security personnel is not viable.
requirements. With a commitment
to excellence, MSS Security proudly
serves as the preferred security partner
for leading Australian organizations,
prioritizing client safety and security.

Performance Highlights Looking Forward Performance Highlights Looking Forward

• Successfully implemented the 'Start-Stay- MSS aims to strengthen its position by • Reported double-digit growth Y-o-Y SXP has strategically built capabilities to serve
Succeed' program to combat attrition and prioritizing the delivery of increased value to its • Secured AU$ 11M worth of new orders from the needs of specific industries and commands
enhance employee retention clients through technological innovation and prestigious clients including Amazon, Australian an unparalleled network in Australia for
• Acquired Safety Direct Solutions (SDS) to enhance integrated solutions combined with its existing Broadcasting Network, Essential Energy, and delivering patrols. They will continue to invest in
medical and rescue operations offerings. This approach will create a mutually Melbourne Water Catchment customer-facing and back-end tech systems that
beneficial situation, where clients receive reliable will enable operational and back-office efficiencies
• Established centralized National Operation • Invested in several customer-facing and back-
and improved outcomes from our services and deliver a comprehensive solution to clients.
Centre (NOC) in Sydney end systems to enable proof of service, safe
while MSS achieves better profit margins. In the The Company will also continue to focus on growth
• Secured AU$ 13M orders from strategic medical working conditions, rostering systems and
short term, key objectives include improving by building upon these specific capabilities and
rescue and Australian states, including Brookfield, route planning
recruitment and retention results in the leveraging the network. Successively, they shall build
BMA, Westpac, KYNDRYL, and NDIA challenging labor market, upgrading systems on enhancing the margin profile through economies
• The Australian labor market witnessed record and technologies, and eliminating operational of cost that come with increased scale and renewed
low unemployment rates that had an upward inefficiencies. These efforts are crucial in focus on recruitment and retention.
pressure on the wage costs reducing the overall cost of doing business
for MSS.

36 SIS Limited Annual Report 2022-23 37


Leadership Position. Burgeoning Market. Business Review / Security Solutions – International

Business Review

Platform 4 Group (P4G) is a team of Founded in 2005, Henderson Security is a


trained security professionals serving trusted provider of security services across
Auckland, Tauranga, Wellington, residential, commercial, and government
Christchurch, and New Zealand. They sectors. In 2013, Henderson Technologies
provide reliable and cost-effective was established, expanding their offerings
security services to private, commercial, to include technician services and security
and government clients, catering to technology expertise. With a dedicated
various needs like events, health facilities, team of highly trained personnel and
retail centers, film studios, construction cutting-edge technologies, they offer
sites, and hospitality venues. P4G sets comprehensive security solutions.
high standards, empowers its personnel Committed to reliability, efficiency, and
with career goals, and strives to exceed cost-effectiveness, Henderson Security
client expectations, making them a ensures peace of mind to their customers
leading security services company in through safeguarding their assets.
New Zealand.

Performance Highlights Looking Forward Performance Highlights Looking Forward

• Since acquisition, P4G achieved remarkable To sustain its profitable growth, P4G will • Secured new orders surpassing SG$ 5M Singapore’s security industry is transitioning post
fourfold growth in four years, establishing continue to leverage its position as a from prestigious clients including Ministry the difficult COVID period, with the government
itself as a prominent national player with recognized national player with a wide range of Education, Sentosa Cove, Connexion, encouraging tech-enabled outcome-based
comprehensive services of comprehensive services. The Company and Seagate engagements and upskilling of the manpower to
• Achieved an impressive ~27% increase in revenue intends to capitalize on this advantageous • In the first year after the lifting of COVID ensure increased productivity and provide higher
this year positioning by actively cross-selling services and border restrictions, the Company recruited security standards through its progressive wage
expanding client relationships from other SIS manpower from Malaysia and Singapore to meet model. Henderson has a robust pipeline and is well-
• Generated revenue exceeding NZ$ 4M from
entities. By fostering collaboration and synergy operational labour requirements positioned, with its strong brand and compliance
prestigious clients such as Forsyth Barr, Meridian
within the organization, they aim to unlock new track record, to capitalize on these opportunities.
Mall, KYNDRYL, Chemist Warehouse, and • Henderson continued to tender for win and
opportunities, enhance client satisfaction, and Solution bundling will be a key focus area going
Goodman Fielder effectively deliver on outcome-based contracts,
drive continued growth in a profitable manner. forward for the business.
• Primarily focused on optimizing recruitment, a direction that the Singaporean government is
retaining top talent, and ensuring reasonable actively encouraging the market to take
labor costs to prioritize competitive • Focused on various margin increasing initiatives
compensation, employee happiness, and job on both, strategic and operational aspects
satisfaction as part of their strategic planning

38 SIS Limited Annual Report 2022-23 39


Leadership Position. Burgeoning Market. Business Review / Facility Management Solutions

Business Review

Facility
Management
Solutions

In India's Facility Management industry, we operate four distinct


#1 Facility brands: ServiceMaster Clean (SMC), Dusters Total Solutions
Services (DTSS), RARE Hospitality (RARE), and TerminixSIS (TxSIS).
Management SMC, DTSS and RARE offer integrated Facility Management
solutions with a focus on productivity-driven value propositions.
Solutions Provider On the other hand, TxSIS specializes in delivering comprehensive
disinfection and pest management solutions.

40 SIS Limited Annual Report 2022-23 41


Leadership Position. Burgeoning Market. Business Review / Facility Management Solutions

Business Review
Segment’s Financial Performance

Industry Overview Revenue from operations EBITDA EBITDA Margin


Core (` in Crore) (` in Crore) (%)
The Indian facility management market is
projected to reach a value of H 2,32,800 Competencies
Crore by 2024. This market is characterized 1,394.7 1,899.8 63.6 81.8 4.6 4.3
by fragmentation and offers significant
consolidation opportunities. Growth is driven
by increasing outsourcing trends, government
investments in infrastructure, rising
environmental compliances, and a shift towards
Integrated Facility Management solutions.
Technological advancements play a crucial Integrated Multi-industry
role in enhancing efficiencies and delivering Value Chain Experience
greater value to clients. Large customers now
seek outcome-focused strategic partnerships,
recognizing the importance of cleaning and
workplace management services in shaping Technology-led
corporate culture, employee wellness, and Solutions
engagement. As economies recover from the
COVID-19 pandemic, the Facility Management Widespread Output-based

(0.3)
36.2

28.7
market is expected to grow, with solution Presence Model

Y-o-Y%

Y-o-Y%

Y-o-Y%
providers viewed as essential hygiene partners
by businesses.
FY22 FY23 FY22 FY23 FY22 FY23

Revenue share in overall EBITDA share in overall Sector-Wise Sales Mix


Key highlights Our Offerings business (%) business (%) (%)
Property Maintenance Pest Control Solutions

82,308 Services 13.9 16.7 12.8 16.6

4 1
Employees 4
22
Cleaning and Termite Rodent Mosquito
Housekeeping Solutions control control control 19

2,119
Customers
14
Integrated Bird Insect Flea
Facility Management control control control

9,018 24 12

Customer sites

Janitorial Support Bed bug Other services including inspection, IT/ITES Manufacturing
control training and consulting Healthcare Pharma
74  irports, Railway
A  ducational
E

2.8

3.8
Y-o-Y%

Y-o-Y%
Stations & Institutions
Branches Business to  o-Working
C
HVAC Maintenance Government Spaces/ Data
FY22 FY23 FY22 FY23 C
 ommercial Centers
Spaces/Retail

42 SIS Limited Annual Report 2022-23 43


Leadership Position. Burgeoning Market. Business Review / Facility Management Solutions

Business Review

With a 29-year history, Dusters Total ServiceMASTER® India was established


Solutions Services Pvt Ltd (DTSS) is a in the year 2008 through an international
leading provider of comprehensive facility master license agreement between
management solutions. Since joining ServiceMASTER®, the USA and SIS India
the SIS Group in 2016, DTSS has become Ltd.® It specializes in providing core
an intelligent and reliable FM service IOT-based Maintenance Management
partner. By embracing digital integration, Solutions, Energy Management Solutions,
they deliver tailored end-to-end Smart Surface Disinfection Program,
solutions, covering soft FM services like Antimicrobial Surface Treatment, Airborne
housekeeping and support staff, as well as Infection Prevention and Control Solutions.
hard FM services like plumbing, electrical, The company manages a portfolio of over
and HVAC systems. 175 Million Sq Ft area pan-India, serving
various sectors such as healthcare,
pharma, manufacturing, residential, retail,
education, and commercial complexes with
state-of-the-art operating program.

Performance Highlights Looking Forward Performance Highlights Looking Forward

• Exceeded C 1,000 Crore in annual revenue with Growth in commercial and residential • Achieved remarkable 54% growth through With rising demand for facility management services,
31% Y-o-Y growth construction is leading to increased adoption successful market expansion SMC will capitalize on the market by focusing on
• Diversified customer base from Healthcare, of hard facility management services and • Strong presence established in healthcare and inside sales and technology-driven processes.
Education, Data center, Commercial, cleaning services in India. Going forward, to notable growth in education sector They will prioritize ESG practices and adopt a
Manufacturing, and IT/ITES sectors leverage these opportunities, they would further forward-looking approach to deliver exceptional FM
• EBITDA margin grew by an impressive 95%
enhance digital capabilities like scaling up iOPS solutions that align with industry trends and evolving
• Expanded Healthcare segment to 105 hospitals, compared to the previous year
(Intelligent Operation Control System) platform market needs.
adding 19 new locations • Committed to promoting ESG initiatives,
to streamline their operations and improve
• Opened new branch offices in Sriperumbudur, customer experience. It would also strengthen including water and carbon reduction
Gachibowli, Madhapur, Chennai OMR, and Kolkata customer relationships through initiatives such • Introduced Wireless Building Management
• Secured new orders from diverse clients as OYC and C-Sat, alongside expanding into System for improved automation and
including Samsung, Zepto, Praj, FIAT, SKF, GKN, new geographies. data collection
P&G, and more • Implemented indoor air quality system to
• Initiated development programs namely LEAP protect against UV radiation
Emerge, SMART supervisor for frontline staff • Introduced skill development programs
for employees

44 SIS Limited Annual Report 2022-23 45


Leadership Position. Burgeoning Market. Business Review / Facility Management Solutions

Business Review

With over 30 years of experience and TerminixSIS India, a subsidiary of the SIS
knowledge leadership, RARE Hospitality Group, is a leading provider of pest control
is a comprehensive hospitality and solutions. TerminixSIS India operates
facility management company that from key cities, offering premium pest
manages premium segments, including management solutions to diverse sectors
hospitals, banks, corporate complexes, with a reputation for unwavering quality
refineries, hotels, and guest houses. and reliability.
It has been a leading service partner
to marquee clients since its inception.
The partnership with SIS Group, has
enabled RARE to leverage strong growth
projections and receive leadership
support to continue being a premier
service partner to its esteemed clientele.

Performance Highlights Looking Forward Performance Highlights Looking Forward

• Impressive 19% growth showcases strong The Company's core objective is revenue • Leveraged group-level relationships for As the demand for higher hygiene standards in
market performance expansion through large contracts and additional revenue, showcasing strategic public areas continues to grow, India's pest control
integrated Facility Management agreements. partnership capabilities services market is expanding. In the upcoming year,
• Introduced IQMS solution to healthcare segment
They will prioritize healthcare while expanding • Awarded top response speed at JLL Partner Terminix SIS focus will remain on sectors where
• Leveraged technology for enhanced to power, hospitality, and manufacturing Summit, among 3000 vendors they have expertise, including food processing,
operational efficiency sectors, delivering smart solutions through healthcare, manufacturing & warehousing, and
• Successful launch of AUDIT X app, aiding
digitalization and mechanized cleaning. Financial property management. They aim to enhance pan
• Strengthened Digital Lead Management for customers in paid Pest Control Audits
prudence and operational excellence will drive India delivery by expanding their presence in
sales productivity • Recognized for exceptional responsiveness and
sustainable growth and value creation. Their larger-sized national accounts and strategically
• Committed to ESG initiatives, including water and forward-thinking approach ensures industry customer satisfaction targeting nationalized accounts. Becoming the
carbon reduction leadership and customer-centric excellence. • Expanded portfolio by introducing high preferred vendor for large Integrated Pest Control
ceiling B2B Cobweb control and digital (IPC) companies while expanding their IPC network
• Secured orders from Ashok Leyland, Paras
marketing services is a key objective. Additionally, they strive to
Health, Federal Bank, IBIS hotel, JIO, and more
• Secured big wins, including Taj Hotel, Grand explore new specialized services and innovate their
Hyatt, Reliance Jio, maintaining consistent high product offerings to meet the evolving needs of
customer satisfaction (>95%) the customers.

46 SIS Limited Annual Report 2022-23 47


Leadership Position. Burgeoning Market. Business Review / Cash Logistics Solutions

Business Review

Cash Logistics
Solutions

We have partnered with Prosegur, a well-established global


leader in cash solutions, to offer cash logistics services in India.
With a 49% holding, we are the second-largest cash logistics
provider in the country, catering to a diverse clientele with a
#2 Cash Logistics comprehensive range of solutions. The company transformed into
a leading provider of Bank Outsourcing and Support Solutions,
Solutions Provider expanding services, deepening customer engagement, and
introducing innovative technology. By delivering enhanced value
and exceptional service, it has positioned itself for future growth
and seizing promising opportunities in the industry.

48 SIS Limited Annual Report 2022-23 49


Leadership Position. Burgeoning Market. Business Review / Cash Logistics Solutions

Business Review

Industry Overview Segment’s Financial Performance


The global cash logistics market, valued at
Core
H 1,682.9 Crore in 2020, is anticipated to reach Competencies
Revenue from operations EBITDA EBITDA Margin
a market size of H 3,327.9 Crore, with a CAGR (` in Crore) (` in Crore) (%)
of 6.9% between 2021 and 2030. India is the
most populous country in the world and the
sixth-largest economy, is witnessing an increase 392.6 543.0 53.3 85.7 13.6 15.8
in currency circulation and growing security
concerns among banks and corporates. These
factors are expected to drive the demand for
cash logistics solutions. As the need for secure Diversified Long-lasting
and efficient cash management rises, the cash Offerings Relationships
logistics market is poised for significant growth.

Widespread Technology and


Presence Governance

38.3

60.9

2.2
Y-o-Y%

Y-o-Y%

Y-o-Y%
FY22 FY23 FY22 FY23 FY22 FY23

Key highlights Our Offerings Performance Highlights Looking Forward

• Our cash logistics segment experienced Thriving in India's cash management industry,
#2 substantial growth driven by sales and
government tenders
we aim to expand into untapped markets
and regions. Diversifying beyond ATMs, we
Cash Logistics
• We achieved impressive results with 38% revenue will explore innovative non-ATM solutions for
company in India Cash Cash ATM
growth and 61% EBITDA growth compared increased revenue. Advanced technologies like
in Transit Processing Outsourcing replenishment
to FY22 AI will optimize operations, while partnerships
10,517 • We expanded product offerings beyond
ATMs, targeting non-ATM products and services
with banks and retail chains will secure long-
term contracts. With a focus on exceptional
Employees • Our Companies SIS Prosegur and SISCO service, continuous improvement, and
introduced new products to diversify portfolios employee training, we are focused to maintain a
Cash Assistant – Vaulting Bullion
• We introduced door-step banking services and competitive edge for sustained growth.
Cash Processor Management
3,111
implemented Cash Deposit Machines (CDM)
for convenience
Cash vans • We leveraged cutting-edge AI-integrated
technology to improve productivity and
operational efficiency
• We prioritized effective training programs
47
Value Cargo PEGE Cash Today
and competitive salaries to attract and retain
top talent
Vaults
• We were successful in securing notable clients
like HDFC Bank, ICICI Bank, and Tata Group for
various solutions
• We added innovative value cargo and moving
passport services

50 SIS Limited Annual Report 2022-23 51


Leadership Position. Burgeoning Market. Value Creation Approach / Value-Creation Model

Value-Creation Model

A Holistic Approach
to Create Value
How we are positioned Focusing on Comprehensive Solutions... Creating value for our stakeholders

...Tailored for
Industry Position Society
SIS is US$ 1.4 Billion, listed We are committed to delivering a
(NSE: SIS), Indian MNC and wide range of social and economic
market leader in the essential benefits to the communities where
services segment.
Unique Needs we operate.

Cash Logistics
As provider of essential From safely managing and Customers
services, our approach ensures securing cash to delivering and
International Reach 94% of our customers choose to
we prioritize our customers transporting cash continue taking our services at the
Operates in the Asia-Pacific wants and invest in exceeding
end of the contract.
(APAC) region, encompassing expectations.
India, Australia, New Zealand, Serving a wide range of customers
and Singapore in India, Australia, New Zealand
Transitioning and Singapore.
from a services
company to
a solutions
company
Focus on Digital Transformation Shareholders
Pioneer in innovating and adopting From FY17 to FY23, we achieved
technology initiatives to enhance a revenue CAGR of 17.2%, approx
the delivery of excellent services to 20% ROE, and an average OCF/
our customers. EBITDA of 58%
Transforming
our market
leadership into
meaningful
market share.
Trained Professionals Employees
Largest Training infrastructure We employ more than
2,83,322 people and keep their
and manpower supply chain in the Security Services interest above profitability of
industry in India. From security personnel the company
for specialized guarding to
technology-enabled security
solutions, e-surveillance, system
integration, alarm monitoring Partners
and response services
Through continuous
Customer Centricity Facility Management communication and collaboration
Capitalizing on trust and belonging From maintaining cleanliness with third-party suppliers, we
among our customers for long and hygiene to skilfully managing are strengthening our long-
term relationship utility services term partnerships

52 SIS Limited Annual Report 2022-23 53


Leadership Position. Burgeoning Market. Value Creation Approach / Stakeholder Engagement

Stakeholder Engagement

Engaging with Purpose to Shareholders and Investors

Deliver optimal returns with the highest


standards of corporate governance

Drive Value Creation How do we engage with our stakeholders

• Achieving market-leading growth in revenue


and profitability
Key Highlights

H 11,346 Crore
We embrace an inclusive approach to identify short and long-term • Leverage technology to enhance collection efficiency
Revenue growth
and improve working capital management 12.8% Y-o-Y
growth strategies. Over the past few years, we have engaged with
• Mitigate risk through standardized contracts and
diverse stakeholders, including customers, shareholders, employees,
business partners, influencers, and community members, to
refined delivery requirements
H 344 Crore
• Effectively manage operating cash flow to ensure Operating PAT
understand their expectations and concerns. This helps us to liquidity and financial stability
19.2% Y-o-Y
develop strategies that are aligned with their needs and priorities. • Ensure sustained high returns on capital employed
and net worth

• Reduce portfolio risk by diversifying across regions,


Engaging with stakeholders is crucial. This is due Guiding Principle customers, and business units
to our significant workforce, global reach, and our
responsibility to society. People, Culture Financial Discipline
and Values
By understanding the interests of our stakeholders,
ESG Approach
we can determine our strategic priorities, guide our
Growth
initiatives, and shape our remuneration policies. Read more
To identify our material CSR priorities, we conduct Profitability PG 60-72 Employees
a formal exercise every two years.
Being an employer who cares for its
people and rewards them with benefits
Community Customers
How do we engage with our stakeholders Key Highlights
We strive to empower lives and contribute to Our goal is to be the preferred service provider
societal well-being by implementing strategic by offering a diverse range of solutions tailored
interventions in the regions where we operate. to our clients' needs.
• We are prioritizing employee welfare and incentivize
team performance 2,83,322
Total number of employees
How do we engage with our stakeholders How do we engage with our stakeholders • Emphasizing organization-wide training programs to
promote growth and development

3 Lakh+
• Operations which promote secure and • Maintain a leading edge in operational innovation
stable communities • Strive for operational excellence to ensure the • Attracting skilled and dedicated talent from outside
• CSR materiality review with key stakeholders highest quality service delivery the company and foster internal talent through career Employees trained
• Stay closely connected with customers, development opportunities every year
• Community engagement program
proactively address their concerns, and maintain a • Implement ongoing feedback mechanisms
• Substantial tax and economic contributions responsive approach
Ranked #4
and objective appraisal processes to
• Government relationships and • Enhance sales force productivity by utilizing improve performance
parliament engagement advanced CRM tools
amongst the 'Best Companies to Work For
• Industry forums • Prioritize frontline and customer perspectives to • Creating a culture of ownership and accountability
in India’, by Great Place To Work (GPTW)
drive continuous improvement throughout the organization
• Leverage OneSIS to optimize customer mining and • Providing job enrichment opportunities through
lead generation activities exposure to emerging challenges in new regions and
business units
4
Key Highlights Key Highlights Collaborations for healthcare services to
over 2.83 Lakh employees
4 21,471 94%
• Ensuring equal opportunity for all employees and a
commitment to diversity and inclusion
Mega Projects for Community Customer base Customer retention
in India

54 SIS Limited Annual Report 2022-23 55


Leadership Position. Burgeoning Market. Value Creation Approach / Our Materiality Assessment

Our Materiality Assessment

Mapping Our Priorities Materials Topics

High Impact Low Impact


We follow the principles
of equity, fairness,
integrity, transparency,
Conducting a materiality assessment is crucial in identifying the
Our People accountability and
Environmental, Social, and Governance (ESG) areas that are most commitment to values
Health and Safety
relevant to our business and stakeholders. Through engagement Vehicular
with internal and external stakeholders, we prioritize material Customer Engagement
Emissions
Management
issues that have a significant impact on our ability to create value.
This approach helps us to align our business strategy with ESG Employee Training and Ethics and
Our
Foundation Compliance
considerations and drive sustainable value creation. Career Development Corporate
Responsibility
Community Development

56 SIS Limited Annual Report 2022-23 57


Leadership Position. Burgeoning Market. Value Creation Approach / Opportunity Landscape

Opportunity Landscape

Emerging Trends in India’s GDP is expected to India's growing

the Industry
grow by 7% in 2023 as per infrastructure and
RBI and 6.5% in 2024 which manufacturing sectors
should boost the demand are expected to enhance
for security services in the the demand for security
economy. At the same time, and allied services. The
Australia, New Zealand infrastructure sector is

The Security, Facility Management and Cash Logistics and Singapore is also
expected to have positive
predicted to reach US$
1,008 Billion by 2027
industry have vast growth potential, and we at SIS Limited, economic growth. with a CAGR of 8.2%+,

are poised to capture the emerging opportunities by while the manufacturing


sector is poised to reach
leveraging innovative solutions and streamlined processes. $ 1 Trillion by 2025.

We are committed to staying ahead of the curve and


making the most of the growth opportunities in the market.
More organizations are The electronic security
opting to outsource market is witnessing a
their security services surge in growth due to the
to specialized providers, rising adoption of e-security
freeing up internal solutions in response
resources and gaining to rapid urbanization,
access to greater expertise smart city projects, and
and resources. large infrastructure
developments. This trend
is expected to continue
as businesses and
governments prioritize the
safety and security of their
assets, people, and data.

Our Response
At SIS Limited, we recognize the crucial role that safety
and security, hygiene and cleanliness, and effective cash
management services play in today's world. As a market leader,
we take pride in managing the largest team of highly skilled
professionals, both domestically and internationally. To remain at
the forefront of the industry, we continuously strive to adopt the
latest technological tools and solutions to enhance our offerings.

Looking ahead, we are keen to expand our operations to


further consolidate our leadership position across markets.
Our innovative solutions and streamlined processes give us
confidence that we can successfully penetrate these markets
and create value for our shareholders.

Our Vision 2025 is designed to capitalize on the above emerging


trends and maximize shareholder value. We will continue to
make the right investments in our people, technology, inorganic
growth, and new business solutions, which will give us a
competitive advantage over our industry peers.

58 SIS Limited Annual Report 2022-23 59


Leadership Position. Burgeoning Market. Value Creation Approach / Strategic Priority

Strategic Priority

Accomplishing our Transitioning from services to solutions Company


Our comprehensive range of strategic offerings and innovative solutions,

Vision 2025
empowers us to leverage current industry trends and achieve our Vision 2025.

Embracing market …by offering Built on our Vision 2025


dynamics… inclusive services current position

Our Vision 2025, which came


into effect in FY21, outlines the
goal of transforming our market As the Security Services …we offer advanced Best provider of Transforming
leadership into meaningful
industry looks for technology services such Security, Facility into
protective solutions, as Alarm Monitoring and
market share and transitioning predictive security and Response Solutions, Management a Solutions
from a Services Company to a
risk analysis… as well as professional and Cash Company
patrolling services.
Solutions Company Logistics solutions
As the facility …we offer SLA-based
management industry Integrated Facility
searches for vertical Management and OneSIS.
specialization, complex
While maintaining the engagement and Market leader Accelerating
foundation of our strategy, specialized skills...
across the towards
we are committed to As the cash logistics …we provide segments meaningful
nurturing our business STRATEGY LONG TERM GOAL
industry seeks retail
opportunities and cash
comprehensive
Outsourced Currency in Asia- Market Share
as a self-sustaining Customer- Relentless management solutions, Management solutions
Pacific Region
like currency chests/ for ATMs, along with a
ecosystem that thrives on led growth experimentation
vaults… range of other services
without fear of failure
shared principles. including PEGE, Cash
Today, CACP, and
Value Cargo.
Looking ahead, we will uphold our Capability- STIMULATE Never good enough
purpose, core values, people, and led growth PROGRESS state of mind
culture while actively pursuing
opportunities driven by customer
APPROACH
needs, our capabilities, and disruptive
Disruption Aspirational
innovation. To achieve our ambitious
led growth PRESERVE goal/target
goals and mitigate risks, we have
devised a comprehensive agenda THE CORE
centred around three levers of
change and scale. This strategic
approach will empower us to adapt, STIMULATING GROWTH
evolve, and effectively manage Purpose Value
growth while staying true to our
vision and fostering a resilient and System People
progressive organization.
Culture

60 SIS Limited Annual Report 2022-23 61


Leadership Position. Burgeoning Market. ESG Commitment / ESG Approach

ESG Approach

The Backbone
of our System
We prioritize sustainable corporate practices while delivering
consistently superior performance as the market leader in
Security, Facility Management, and Cash Logistics solutions. To Environment Social Governance
achieve this, we have established a holistic and comprehensive Commitment Commitment Commitment
framework allowing us to measure our performance against our Ensuring to maintain
a non-hazardous and
Doing the right thing in
the right manner for our
Adhering to mandate of the
policies, we ensure that our
environmental, social, and governance priorities enabling us clean environment while people and the society operations are conducted

to identify improvement areas and ensure our operations are conducting operations we operate in with the highest level of
integrity and accountability
socially and environmentally responsible.
Read more Read more Read more

PG 64 PG 66 PG 72

ESG Values Shared


Values with

Trust Employees Customers

Service spirit People focus Community Shareholders


and Investors

62 SIS Limited Annual Report 2022-23 63


Leadership Position. Burgeoning Market. ESG Commitment / Environment

Environment

Greening our
Footprint
A business that embraces sustainable
practices is not only resilient but also poised
for long-term success. At our company, we
prioritize the promotion of sustainability in
all aspects of our operations.

We are actively engaged in initiatives


aimed at minimizing emissions, Impactful Initiatives
enhancing waste management,
eliminating the use of toxic • Along with the regular • We commenced an
chemicals, and optimizing the monitoring of the chemical environmental audit to identify
responsible utilization of land and usage in our Facility improvement areas for energy
water resources. Through these Management and Pest Control and water consumption
efforts, we strive to reduce our businesses, we continue to
• By utilizing local raw materials,
environmental footprint and create a promote the usage of bio-
we engage with local vendors in
positive impact on the planet. friendly chemicals to contain
the areas where we operate
the environmental impact
Over the next few years, we aim
• We ensure that our vehicles
to strengthen our ESG strategy to
conform to the latest BS-VI
ensure long-term value creation
Driving Environmental Responsibility in our Cash Business
standards to minimize our
for our fraternity of stakeholders.
vehicular emissions As part of our Cash Logistics • Working towards deploying implementing incentives
business, we deployed Cash Vans Electric Cash Vehicles and penalties
(CVs) for our daily operations. (ECVs) as and when the
• Organizing regular certified
Owing to the high-risk nature of regulations permit
pollution checks and servicing
cash logistics, we strictly adhere
• Conducting regular driver for our CVs
to statutory and legal guidelines.
training to ensure the fuel
• Procuring spare parts for the
At SIS Prosegur, we undertook efficiency of the CVs, and
CVs from authorized sources
several initiatives to minimize our keeping emissions under control
and old CVs being properly
environmental footprint such as:
• Fixing a Kilometer Per Liter dismantled and disposed
• Inducting CNG-based CVs for (KPL) fuel target for each of through government-
operations in our Cash business CV, depending on its age, authorized scrappers
condition, and terrain where
• Aligning our fleet to the latest
the CV is being driven, with
BS-VI standards and rapidly
converting our existing fleet to
parameters being regularly
reviewed through an in-house
3,111
conform to these standards Cash Vans deployed for day-
app. It forms the ground for
to-day operations in FY23

64 SIS Limited Annual Report 2022-23 65


Leadership Position. Burgeoning Market. ESG Commitment / Social

Social - People

Nurturing our
Greatest Asset
We recognize that our people are our greatest
asset and form the base of our organization. We
are committed to investing in their growth and
well-being as a healthy, engaged, and motivated
workforce is crucial to achieving our business goals
and enhancing productivity.

We designed a comprehensive
set of initiatives to support our Promoting Diversity and Inclusion Training and Development
employees' physical, mental, and
emotional health, foster their At SIS, we believe long-term branches, regional and corporate Our people are our primary asset, seamless learning experience
professional development, and talent decisions lead to a dynamic offices, where desk jobs are and we invest judiciously to leveraging tools such as Training
provide opportunities to give back workforce, and we are proud to be available, which do not require upskill them in line with the latest Vans, M-Trainer Tabs, Mobile
to the community. We explore our an equal opportunity employer, extensive traveling or frequent industry developments. Therefore, App, etc.
efforts to impact our people socially striving to foster diversity and relocations. We undertook Learning and Development
We are utilizing digital platforms
by creating a workplace culture that employ more women in the developments to make our remain a critical business support
like M-Trainer and SIS Academy
promotes excellence, collaboration, workforce. To enhance gender workplace ergonomic by designing function for the SIS Group.
(through learning partners like
and innovation. diversity, we rolled out several the seating arrangements
With 29 Training Centers spread LinkedIn) to provide a range of
programs and initiatives. and ensuring easy access to
across India, we operate the choices - from the classroom
offices, facilities, and other
We extend opportunities for largest training infrastructure to in-person cohorts to self-
desired systems.
people with disabilities at our in the country for recruiting learning methods.
and training newcomers from
Our Learning interventions are
some of the most remote parts
interspersed into every level
of the country by imparting
of our employees' life cycle,
skills, generating employment,
32,297 83 and developing competence for
higher achievements.
providing developmental and
transformational paths to
Women employees Employees with build a robust learning-driven
in FY23 disabilities in FY23 Our Recruitment and Training organization as we progress
programs help us in maintaining toward our Vision 2025.
a pool of trained staff and provide
our growth engine with the
16,661 17 much-needed fuel of competent
resources. Through our training
Women employees Employees with
champs network, we provide a
in FY18 disabilities in FY18

66 SIS Limited Annual Report 2022-23 67


Leadership Position. Burgeoning Market. ESG Commitment / Social

Social - People

Training Programs for Self-Development and Career Progression Billing Employees Safety and Well-being
LEAP Plus - A competency training program for branch GTO - An annual one-month residential training program We are a people-driven business, and ensuring the health
heads to evolve within their roles. (cadre course) for the development of supervisors/ and safety of our employees is of paramount importance to
inspectors to the ASO rank (Unit Commander rank) at SIS us with all of our staff receiving thorough training on safety
Management Development Programs - Customized
Garhwa Training Center, with a batch size of 30 per year. relating to their respective job.
interventions for a specific population of senior
management and leadership level members in the GTS - Annual one-week residential training program that Safe Environment - We provide a secure and best-in-class
organization that aims at creating talent trenches. The aims to develop frontline staff to supervisor levels at our workspace for our employees.
programs vary from instructor-led cohorts to institution SIS Lucknow Training Center. It covers our 1 Lakh+ billing
Safety Protocols - We ensure access to all welfare
based to paced self-learning with third-party training employees in Security for a nominated batch size of 30-
facilities for our employees, as prescribed by the Central
partners including KPMG, Stephen R Covey, Ken Blanchard 50 annually.
Government, along with training and counselling sessions
International, and LinkedIn Learning.
Udaan - An annual one-week on-the-job training program for their emotional well-being.
In partnership with KPMG, impactful session for the development of billing employees to non-billing
Safety Committee - We formed an organizational safety
were conducted: operations roles.
committee to ensure the strict implementation of safety
• 5 sessions on Finance for Non-Finance with 108 Arise - This annual two-month, on-the-job training protocols at the workplace. Additionally, we regularly
participants attending the training program, helps develop billing employees - high potential conduct audits to overcome operational gaps, if any.
guard/janitor to supervisor roles.
• 1 session on Customer-Based Business Strategy Safety Training - We regularly conduct safety training
sessions for our employees to avoid hazardous incidents,
• 1 session on The Winning Edge: Communication
ensuring complete participation. We invest in continuously
Strategies for Leaders at IIM-A Non-billing Employees strengthening our training programs and reaching out to
• 1 session on Strategy & Leadership in VUCA World our employees through mobile training vans. Our safety
Induction Training - A seven-day hand-holding program,
course is also available on the mobile training app, the
• 1 session on Organizational Excellence through that includes a mix of classroom and on-the-job training
completion of which is mandatory for all employees. We
Mr SIS - To help create cultural readiness to achieve Vision Leadership at IIM-B to familiarize recruits with the organization and their roles,
also provide IOHS training to our employees.
2025, reinforcing our core values, with a focus on result among other parameters.
Self-Learning - For our employees in critical roles within
orientation, the core target group for this program were the the organization, LinkedIn licenses were rolled out as part Functional Training - We hold online and offline functional
branch heads, who are the mini-CEOs of their businesses. of self-learning completion. training programs such as Man-Tech training for sales
In FY23, we cascaded this culture session to the levels and P&L heads, labour reforms training for the accounts
below BHs. 26 batches were conducted and many team, Circle of Safety online training sessions for the sales
employees were covered.
600
LinkedIn licenses were team, HRMS, and compliance training for the HR team,
rolled out in FY23 among others. These cover roughly all 4,500+ non-billing
700 employees of the SIS Group based on the requirements.
Employees covered in FY23
Professional Development Programs - A series of
open competency training programs for non-billing team
LEAP - An annual role-transition program for advancement members, these are based on the competence gaps
to the coveted role of branch head within the P&L identified from the PMP process. The programs include
leadership role at SIS Group. The LEAP program is training on key competencies like – Communication,
well-curated, having a competitive selection and Decision Making, Time Management, Email Etiquette, etc.
graduation process.

36 756
11 Total sessions were Participants attended
People graduated from conducted in FY23 multiple training sessions
the program in FY23

POSH Training - To ensure awareness and compliance,


Tech Udaan - A development program for Technical POSH training sessions are conducted every month. These
Supervisors to upgrade their skills, keeping in line with the sessions were conducted by the internal and external
latest domain developments. committee members.
Emerge - Enabling early career transition to the role of
an Operations Manager with 25 probable operations 10 680
managers undergoing the training. Sessions conducted Employees participated in
for POSH in FY23 the POSH training sessions.

68 SIS Limited Annual Report 2022-23 69


Leadership Position. Burgeoning Market. ESG Commitment / Social

Social - Community

Empowering
Neighborhoods
At SIS Limited, we recognize that as a responsible
corporate citizen, we must give back to our
neighbors and allow our colleagues to contribute
to society in impactful ways. We have always been
committed to fulfilling our social responsibilities
and have taken significant strides to do so.

J 13.2 Crore
Total CSR Spend

Education Skill Development Sanitation and Healthcare Other Activities


Drinking Water • Conduct local community • Promote the local artists,
• Promote children’s education • Conduct vocational training in health check camps craftsmen and protect the
from primary and secondary the areas of security, cleaning, • Implementing drinking traditional arts
levels to university education gardening, plumbing, and • Build hospitals, clinics,
water projects for the
electricals, among others diagnostic centers, and • Promote sports like athletics,
• Build schools, colleges, and local communities
associated infrastructure swimming, archery,
training institutions that • Carry out Government • Construct domestic bathrooms shooting, etc.
include provision for full- programs under the skill • Organize blood donation
and sanitation for rural and
time residential institutions development sector camps and other specific • Protect our national heritage
urban households
and facilitate 100% ailment camps
• Conduct computer • Conduct various programs for
sponsorship to bright and • Construct community
literacy training • Organize various other the benefit of armed forces
underprivileged students bathrooms and sanitation in
programs for better health veterans and their dependents
• Build training schools urban and rural areas
• Promote and sponsor girls’ and nutrition
and facilities to impart • Plant trees and protect
education at all levels • Undertake projects for
vocational skills indigenous flora and fauna
women’s sanitation
• Promote women’s education
• Provision local community • Undertake various other
and self-employment training
camps for skill development in water conservation and
various specialties sanitation programs

70 SIS Limited Annual Report 2022-23 71


Leadership Position. Burgeoning Market. ESG Commitment / Governance

Governance

Upholding Robust Integrity in


5 93
Independent Directors Average attendance Chairman
C 
on the Board in Board Member
M 

our Business Operations 48 Months


Average tenure of
4
Committees headed by
Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

Independent Directors Independent Directors
At our organization, we We have Independent Directors on our Board and
various Board Committees that are responsible for
Corporate Social Responsibility Committee

Risk Management Committee

prioritize the highest standards upholding transparency, awareness, and equity in

of corporate governance in all our operations. As a listed company, we comply with


applicable provisions of the Listing Regulations and
our operations. This means that appoint Independent Directors and form committees to

we are committed to ethical ensure proper corporate governance. UDAY SINGH


Independent Director
TIRUMALAI
CUNNAVAKAUM
conduct and accountability in Our Board of Directors functions either as a full Board
or through various committees that monitor specific M
ANANDANPILLAI
RANGANATHAN
our actions. Our governance operational areas. We continually focus on designing and Independent Director
framework is robust and improving the flow of activities in an effective manner
that ensures economic prosperity and long-term value C M
enables us to create long-term creation for our organization and stakeholders. Overall,

value for all our stakeholders. we believe that prioritizing corporate governance
is critical for creating a sustainable and successful
organization that benefits all our stakeholders.

RAVINDRA KISHORE SINHA UPENDRA KUMAR SINHA RAJAN VERMA SUNIL SRIVASTAV
Chairman and Director Independent Director Independent Director Independent Director

C C C C M M M M M M

RITURAJ KISHORE SINHA RITA KISHORE SINHA ARVIND KUMAR PRASAD RIVOLI SINHA
Group Managing Director Non-executive Director Director–Finance Non-executive Director

M M

Image to come

72 SIS Limited Annual Report 2022-23 73


Leadership Position. Burgeoning Market.

Leadership Team Corporate Information

BOARD OF DIRECTORS COMPANY SECRETARY GROUP MANAGEMENT AUDITORS

Ravindra Kishore Sinha Ms. Pushpalatha Katkuri Rituraj Kishore Sinha SS Kothari Mehta & Co.
Chairman Group Managing Director Chartered Accountants

Rituraj Kishore Sinha BANKERS Arvind Prasad Registered Office


Group Managing Director Director Finance, SIS India Annapoorna Bhawan,
State Bank of India
Telephone Exchange Road,
Arvind Kumar Prasad HDFC Bank Limited Dhiraj Singh
Kurji, Patna – 800 010
Director-Finance CEO, SIS India
Standard Chartered Bank
Corporate Office
Uday Singh CTBC Bank Co. Limited Devesh Desai
A-28 & 29, Okhla Industrial
Independent Director CFO, SIS Group
RITURAJ KISHORE SINHA ARVIND PRASAD DHIRAJ SINGH Axis Bank Limited Area, Phase-1,
Group Managing Director Director-Finance, SIS India CEO, SIS India Rita Kishore Sinha Brajesh Kumar New Delhi – 110 020
Yes Bank Limited
Non-Executive Director
ICICI Bank Limited CFO, SIS India Corporate
T C A Ranganathan Tapash Chaudhuri Identity Number
Independent Director L75230BR1985PLC002083
CEO, Security Solutions -
Sunil Srivastav SIS India Website
Independent Director www.sisindia.com
R S Murali Krishna
Rajan Verma President,
Independent Director SIS International

Upendra Kumar Sinha Bharat Bakhshi


Independent Director President, M&A,
IR and Ventures
DEVESH DESAI BRAJESH KUMAR TAPASH CHAUDHURI Rivoli Sinha
CFO, SIS Group CFO, SIS India CEO, Security Solutions Non-Executive Director Geoff Alcock
Managing Director, MSS

Shamsher Puri
CEO,
Facility Management

R S MURALI KRISHNA BHARAT BAKHSHI GEOFF ALCOCK


President, SIS International President, M&A, IR and Ventures Managing Director, MSS

SHAMSHER PURI
CEO, Facility Management

74 SIS Limited Annual Report 2022-23


Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report

Dear Members, at a Margin of 4.7% for FY23 up from H 1,461 Million at 4.4% We continue to focus and invest in our capabilities in electronic
EBITDA Margins % for FY22, an improvement of 0.3% in security services in which we operate two businesses.
Your directors are pleased to present the 39 th Annual Report on the business and operations of SIS Limited (“the Company”)
EBITDA Margin %.
together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2023. ManTech: Our electronic security business recorded
1. 
Despite a challenging business environment, FY23 has a revenue of H 422 Million for FY23. We continue to sell
Financial Highlights been a landmark year as the annual revenue crossed and provide technology-based security solutions to our
The financial performance of the Company for the year ended March 31, 2023 is summarized below: H 113,400 Million+. All the business segments have reported customers to complement manpower deployment and
healthy revenue growth of 12.8% during the year with an providing customized solutions.
Amounts in H Million except share data
EBITDA margin of 4.3%. The Facility Management segment
Standalone Consolidated Our electronic security business segment has won
was ahead of the pack with 36.2% revenue growth. Security
2022-23 2021-22 2022-23 2021-22 significant orders from leading PSUs and private banks
Solution India achieved a revenue growth of 19.9% followed
Net Revenue 39,849 33,178 113,458 100,591 have been encouraging an increase in our solution sales
by Security Solution International (0.7%) and Cash Logistics
revenue. In the evolving security landscape especially,
Revenue Growth % 20.1 10.4 12.8 10.2 (38.3%).
customers have been demanding MANTECH solutions
Earnings before financial charges, depreciation and 1,870 1,461 4,916 4,985
amortization, and taxes (EBITDA) wherein security guards are coupled with and supported
Security services – India
Depreciation and Amortization 543 379 1,347 1,116 by technological solutions to provide a superior and
The Group provides security services in India through its more efficient outcome for the clients.
Financial charges 670 561 1,149 984
subsidiaries, SLV Security Services Pvt Ltd., Uniq Security
Others (Other income and effect of business combination) 692 634 327 527
Solutions Pvt Ltd, Tech SIS Ltd and SIS Alarm Monitoring and Some of the noticeable solutions this year, includes,
Share of Profit / (Loss from Associates) - - 102 26 Response Services Pvt Ltd. one of the single largest AI projects in the country at 80
Reported Earnings/Profit Before Tax (PBT) 1,349 1,155 2,849 3,439 Locations for large PSU in the Oil sector and Surveillance
Tax Expenses (552) (183) (616) 179
SIS continues to be the largest security service company & Command Control for a large PSU in the Gas sector.
in India. The superior service provided to its clients has
Add / (Less): Exceptional Items - - - -
reinforced this leadership position. A larm Monitoring and Response: We provide
2. 
Reported Net Earnings/PAT 1,901 1,339 3,465 3,259 customized AI-enabled intrusion detection and
The Security services – India segment recorded its highest response ser vices to individual homes, small
On a standalone basis, the Company’s revenues, at Acquisition of remaining shareholding of SLV ever annual revenue at H 46,261 Million, a growth of 19.9% business establishment, retail chains, bank branches,
H 39,849 Million during the year under review, increased by Security Services Private Limited over FY22 revenue primarily due to several significant wins ATMs, Offices, and commercial establishments and
20%, EBITDA at H 1,870 Million increased by 28% and, profit in segments viz., financial, manufacturing, transportation, operate this business under the VProtect brand.
During the year under review, the Company acquired the
after tax at H 1,901 Million increased by 42%, as compared to education, retail, healthcare, oil & gas, and IT. During FY23, we continued to aggressively expand our
remaining shareholding of SLV Security Services Private
the previous year. Limited (“SLV”) and the Company now holds 100% of the The strong revenue growth in the segment is a result of presence in the B2B space and won contracts in the BFSI
capital of SLV. minimum wage revision across states like Sikkim (~67.0% segment and also successfully implemented customized
On a consolidated basis, during the year under review, the
increase), Karnataka (23.0% increase), Bihar and Punjab solutions for large logistics customers.
Group’s revenues at H 1,13,458 Million increased by 13%,
EBITDA at H 4,916 Million decreased by 1% and, profit after Buyback of Equity Shares (15%-17% increase) and central minimum wage hike as well, We have clearly established our capability of providing
tax at H 3,465 Million increased by 6%, as compared to the The Company successfully completed its second consecutive in addition to new order wins. New order wins and minimum monitoring and response services to customer locations
previous year. buyback, amounting to H 800 Million comprising of 14,54,545 wage hike had a positive impact on both our revenue & EBITDA and sites pan-India and the number of sites secured
equity shares of face value of H 5/- each, at a price of H 550 per and improved employee retention and manpower availability. by us, stand to reach over 8,000 sites and over 14,000
During the year, there has been no change in the nature of As a result, FY23 EBITDA margins have increased from 4.3%
share through the tender offer route. The buyback offer size connections as of March 2023. We are confident of
the business of your Company. at H 1,657 Million in FY22 to 4.6% at H 2,119 Million in FY23.
represented 0.99% of the total paid-up equity share capital strengthening our presence further in this space with
of the Company as of March 31, 2022. The total outflow of FY23 saw an overall improvement in India business margins the BFSI and Logistics sector constantly looking at
Significant Developments
funds including taxes was H 997 Million. The Buyback was as business growth normalized with the economy bouncing innovative solutions to help their security needs.
Acquisition of remaining shareholding of Terminix undertaken to optimise returns to shareholders and enhance back post pandemic. This year’s results illustrate the
SIS India Private Limited overall shareholders’ value. predictability of our business model, as an essential service Security services – International
During the year under review, the Company acquired the During the buyback acceptance period, the eligible business, which continues to grow at a healthy rate. The Group provides security services internationally through
entire remaining shareholding of 49.99% in Terminix SIS India shareholders submitted valid bids, resulting in a subscription its subsidiaries in Australia, Singapore, and New Zealand.
The post COVID period witnessed record organic growth in
Private Limited (“Terminix”), a subsidiary of the Company, of 7.83 times the maximum number of shares proposed to be In Australia, we operate through MSS Security Pty Ltd and
the Security Solutions – India business indicating the strength
for an aggregate consideration of H 7.77 Million. As a result, bought back. The settlement of bids and the payment of the Southern Cross Protection Pty Ltd, in New Zealand through
of the SIS sales engine which continues to leverage and
Terminix became a wholly owned subsidiary of the Company. buyback consideration was made on October 28, 2022, and Platform4Group Limited (“P4G”) and in Singapore through
capitalize on the growth of the economy in India.
the shares were extinguished on November 2, 2022. Henderson Group. We also completed the acquisition of
Acquisition of shareholding of Safety Direct The number of employees employed by the Group in India Safety Direct Solutions Pty Ltd. during the year. The Security
Solutions Pty Limited Operations and Business Performance as on March 31, 2023 was 1,81,381. Significant operational services – International segment business has recorded its
improvements were achieved by leveraging technology-based highest ever annual revenue at H 48,759 Million.
During the year under review, the Company, through its The standalone business, which includes manned guarding
solutions and it has contributed to the growth in productivity
wholly owned subsidiary, acquired 85% of outstanding equity and electronic security solutions, achieved a healthy growth Our International Security solutions business continued
for FY23.
shares of Safety Direct Solutions Pty Ltd for an aggregate of 20.1% in revenue in FY23 despite multiple economic to demonstrate strong growth and maintained its No. 1
consideration of H 270.50 Million. fluctuations. The business reported an EBITDA H 1,870 Million position in the Australian market. Labour shortages across

76 SIS Limited Annual Report 2022-23 77


Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report (Contd.)

international geographies continued to have an impact Our Pest control business Terminix SIS forayed into paid on solution selling and sales in new segments which now Similarly, in the FM vertical, significant growth in the real
on the costs. We continue to hold a leadership position audits and launched the Audit X app which was well received. contribute ~4% of overall revenue with ~26% of currency estate sector on account of shifting preferences towards a
in pure play security & safety services in the APAC region We introduced powerful engineering solutions AUNOA chests outsourcing to us. safe, clean, and secure environment represents one of the
focusing on regulated markets and generating consistent (Automation and Guaranteed energy savings) and CAMFIL primary factors bolstering the market growth in India. IMARC
We were the 1st player prepared for phase 1-cassette swap
profitable growth. (Smart Air Filtration with sustainability for better ROI). Group has forecasted that the FM vertical will grow at a CAGR
in 2023, 3 months ahead of the industry. By the end of
of ~12.6% during 2023-2028.
The segment continues to demonstrate strong growth. We see an increasing trend of large customers looking to FY23, almost 60%+ of ATMs serviced by us were functional
For FY23 the International segment recorded a significant consolidate their service providers to achieve cost savings on Cassette swap operations. We continue to focus on new With the booming information technology (IT) sector and
number of new order wins. We acquired key contracts in the and be more compliant, which is favorable for organized solutions to reduce dependence on traditional products the growing popularity of e-commerce platforms, the overall
segments viz., retail, logistics and real estate. players like SIS and our integrated business service solutions and services. need for infrastructure and organized spaces is increasing,
offering One SIS. The use of technology in service delivery is which is also influencing the FM services market positively.
On a consolidated basis, the Security services – International The global cash logistics market is expected to reach
increasing with increasing interest from customers in more Furthermore, post-pandemic there has been an increasing
segment, recorded revenues of AUD 887 Million during FY23 $ 26.8 billion in 2027 at a CAGR of 6.9% from $ 20.5 billion on
mechanized and advanced facility management solutions. emphasis on hybrid workspaces and return-to-the-workplace
against AUD 883 Million in FY22. the back of rise in deployment of ATMs.
strategies are anticipated to augment the demand for FM
The consolidated EBITDA of the facility management segment
We continue to be No.1 in Australia with over 21% market services to maintain safety, health, and productivity.
grew by 28.7% from H 636 Million in FY22 to H 818 Million in Outlook
share. High margin special contracts have now completely
FY23. Focused execution of margin improvement initiatives Despite the global slowdown, India’s economic growth rate The security solutions industry is evolving. Given that
wound down and the segments which were most impacted
primarily contributed to the improvement in Q4 FY23 margins. is the highest globally and reflects relatively robust domestic minimum wage increases twice a year, human resource
by the pandemic viz., Aviation, Universities & Special events
consumption and lesser dependence on global demand. costs are increasing Pan-India. This coupled with rapid
started ramping up and rapidly returning to pre covid levels.
Cash Logistics (a joint venture with Prosegur) urbanization, smart city projects and large infrastructure
In New Zealand, P4G continued to build on its market Improving labour market conditions and consumer confidence developments are increasingly adopting e-security solutions
The cash logistics business is a joint venture with Prosegur,
position and client base and enhanced its market share and is likely to drive private consumption. The central government’s driving the growth of the electronic security market. This
a global leader in cash solutions. Services offered by
service portfolio. commitment to significantly increase capital expenditure in positions the Company in a favorable position to be able to
the Company under this segment are Safe keeping and
FY24, despite targeting a lower fiscal deficit of 5.9% of GDP, cater to customer requirements with integrated man-tech
The FY23 EBITDA for the segment was AUD 36 Million (4.1% of vault-related solutions, ATM related solutions, Cash-in-
will also spur demand. Helped by recovery in tourism and security solutions.
revenues) against AUD 49 Million (5.6% of revenues) for FY22 transit, Doorstep banking, Cash pick-up and delivery,
other contact services, the services sector will grow strongly
due to the winding down of special COVID related contracts bullion management and customized cash processing and The Company continues to focus on delivering robust organic
in FY23 and FY24 as the impact of COVID-19 wanes. However,
and labour shortage. deposit solutions. growth and it is expected that inorganic growth will provide
manufacturing growth in FY23 is expected to be tamped
FY23 has been a record year with robust growth for the Cash down by a weak global demand, but it will likely improve in additional growth enhancement. We are open to acquisition
Facility Management logistics business. India’s high GDP growth rate and cash FY24, However, geopolitical tensions and weather-related opportunities with niche capabilities / customer segments
The Group’s facility management business comprises: in circulation, at an all-time high (growing at a 2016-2023 shocks are key risks to India’s economic outlook. which can further augment our service offerings or presence
CAGR of 12.5%) are the key drivers for growth of the cash in specific service segments especially in the India businesses.
i. Service Master Clean Limited, Dusters Total Solutions Overall economic growth of the country directly fuels Continued investments in technology for improving internal
logistics industry.
Services Private Limited and Rare Hospitality & Services demand for Security, Facility Management (‘FM’), and Cash processes and systems and driving synergies across business
Private Limited in the business of housekeeping and The business has transformed into a Bank Outsourcing and logistics services. Along with a low economic base in FY21-22, divisions / entities will enable us to achieve cost savings and
cleaning services. Support Solutions provider and not merely a provider of the growth moderation for India in FY23 is premised on superior profitability.
cash logistics solutions. Moving beyond the ATM business an ongoing global economic slowdown, tight monetary
ii. Terminix SIS India Private Limited (“Terminix SIS”), in the
to focus on services like currency chest management, conditions, and elevated oil prices. According to Asian Material changes & commitments, if any,
pest control business; and
cash processing etc. will enable the business to become a Development Bank (ADB), India’s gross domestic product affecting the financial position of the Company
iii. 
Adis Enterprises Private Limited, specializing in formidable industry participant. (GDP) expected to grow at 6.4% in FY23, however, FY24 is from the end of the financial year till the date of
Operations & Maintenance in the Pharmaceutical vertical. expected to see a faster growth in GDP at 6.7% owing to high the report.
While quarterly revenue run rate has almost doubled in
investment in the country, supportive government policies
The Facility Management business is the fastest growing the last three years, EBITDA has quadrupled, with Q4 FY23 No material changes or commitments that could affect the
and sound macroeconomic fundamentals. Despite the global
vertical in the group’s portfolio and is currently the No. 1 EBITDA at H 243 Million, a 6.5% growth over the same quarter financial position of the Company have occurred between the
slowdown, India’s economic growth rate is stronger than in
facility management provider in India. The business recorded previous year and 11.6% increase over the previous quarter, end of the financial year and the date of this report.
many peer economies and reflects relatively robust domestic
its highest ever annual revenues at H 18,998 Million in FY23, up illustrating the quality of revenue growth and execution
consumption and lesser dependence on global demand.
from H 13,947 Million in FY22, a robust growth of 36.2%. The excellence with international best practices. FY23 revenue Other significant matters since the end of the
revenue growth is largely driven by key business segments like was at H 5,430 Million, a growth of 38.3% over FY22 and FY23 India is expected to be the fastest growing economy globally financial year
Healthcare, Manufacturing, IT and Transportation segments. EBITDA was H 857 Million, a growth of 60.9% over FY22. with GDP growth at 6.1% for 2023 and 6.8% for 2024. Economic No significant transactions have taken place after the closure
growth boosts demand for security services leading to volume of the financial year and until the date of this report.
The One SIS programme, which aims to provide integrated We reduced exposure to the ATM business and continue to
growth for SIS. The security services industry’s formalization
solutions comprising security services, facility management, focus on the non-ATM business, which includes retail banking
augments market share for organized players like SIS. This Dividend and Dividend Distribution Policy
pest control and other allied services to the clients, under a and cash-in-transit business. We now operate 3,111 cash
combined with the growth in Infra (rapid urbanization, smart
common contractual arrangement is spearheaded primarily vans, service 10,000 ATMs and provide doorstep banking The Board of the Company does not recommend any dividend
city projects) and manufacturing sectors to enhance demand
by the FM business. During FY23, we achieved a revenue of services across 22,000 pickup points and operate 47+ vaults for the financial year ended March 31, 2023 on the Equity
for security solutions and allied services indicates a long-term
H 163 Million from One SIS program. and strong rooms across the country. The business focused Shares of the Company.
robust growth potential for the sector.

78 SIS Limited Annual Report 2022-23 79


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Board’s Report (Contd.)

As per the provisions of Regulation 43A of the SEBI (Listing Loans, Guarantees and Investments as of March 31, 2023, are environment and the communities in which they operate. CSR received, and to recommend appropriate action, as per the
Obligations and Disclosure Requirements) Regulations, 2015 provided in Note 18 to the Standalone Financial Statements. has been an integral part of the way the SIS Group conducts requirements of the said Act.
(“SEBI Listing Regulations”), your Company has formulated its business since its inception. The SIS Group established the
a Dividend Distribution Policy. This Policy is available on the Deposits SEWA trust for the betterment of the lives of the employees Nomination and Remuneration policy
Company’s website at https://sisindia.com/policies-and-code- During the year under review, your Company has not accepted and has engaged in various community activities that have Directors and their Appointment
of-conduct/. or renewed any deposits within the meaning of Section 73 positively impacted thousands of people over the years. The
In compliance with the provisions of the Act and SEBI Listing
of the Act read with the Companies (Acceptance of Deposits) Company has actively participated in and encouraged skills-
Regulations, the Nomination and Remuneration Committee
Transfer of unclaimed dividend to Investor Rules, 2014. Consequently, no amount of principal or interest based training for individuals from underprivileged and less
of the Board approved the criteria for determining the
Education and Protection Fund (IEPF) was outstanding as of the date of the Balance Sheet. developed communities across the country.
qualifications, positive attributes, and independence of
In compliance with the provisions of the Companies Act, 2013 The CSR Policy is based on the vision and principles of the SIS Directors, including Independent Directors. This policy,
and the Investor Education and Protection Fund (Accounting, Non-Convertible Debentures Group. The main objective of this CSR Policy is to lay down inter alia, requires that Non-Executive Directors, including
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the During the year under review, your Company redeemed guidelines to make CSR a key business process for sustainable Independent Directors, be drawn from amongst eminent
Company is not obligated to transfer any unpaid or unclaimed the entire outstanding 1,900, 7.90% Secured, Redeemable, and beneficial engagement with the society and the professionals with expertise in business, finance, law, public
dividend amounts or shares, for which the dividend has not Rated, Listed Non-Convertible Debentures of face value of environment in which the Group operates. It aims at enhancing administration and enterprises. It endeavors to create
been claimed or paid for a continuous period of seven years H 10,00,000 each amounting to H 1,900 Million on March welfare measures of society based on the immediate and a broad basing in the composition of the Board to make
or more to the IEPF. 29, 2023. long term social and environmental consequences of the available the right balance of skills, experience, and diversity
SIS Group’s activities. This Policy specifies the projects and of perspectives appropriate to the Company.
Transfer to reserves Corporate Governance programmes that can be undertaken, directly or indirectly,
The Articles of Association of the Company provide that
The Company does not propose to transfer any amount to The Company’s business and operations are managed by a the execution modalities and the monitoring thereof. The
the strength of the Board shall not be fewer than three nor
the general reserve for the year ended March 31, 2023. professional team of managers led by the Managing Director, scope of the Policy has been kept as wide as possible, so as
more than fifteen. Directors are generally appointed or re-
under the supervision and control of the Board of Directors. to allow the SIS Group to respond to changing and immediate
appointed for a period of three to five years or a shorter
Credit Rating The Company maintain and adhere to the highest standards societal needs while focusing on specific activities that bring
duration, as determined by the Board, with the approval of
of Corporate Governance as stipulated by the Securities and long term benefit to society.
Nature of Name of Credit Credit Rating the members.
Instrument Rating Agency Assigned Exchange Board of India (SEBI) and the Act. One of the internal objectives of the CSR Policy is to
Non-Convertible CRISIL Ratings CRISIL AA- (Stable) The Policy relating to remuneration of Directors, Key
A comprehensive report on Corporate Governance, as encourage active participation from employees at all the
Debentures Limited Managerial Personnel, Senior Management, and other
required under Regulation 34 of the SEBI Listing Regulations, locations. Employees are encouraged to volunteer their time
employees is available on the Company’s website at https://
Note: During the year under review, your Company redeemed the forms part of this Annual Report. A certificate issued by and effort in respect of SIS Group sponsored programmes
entire outstanding 1,900, 7.90% Secured, Redeemable, Rated, Listed sisindia.com/policies-and-code-of-conduct/.
Mr. Sudhir V Hulyalkar, Practicing Company Secretary, on or on their own initiatives. The Company recognises and
Non-Convertible Debentures of face value of H 10,00,000 each amounting
compliance with the conditions of Corporate Governance is appreciates contributions of the employees to CSR activities.
to H 1,900 Million on March 29, 2023. Business Responsibility & Sustainability Report
annexed to the Corporate Governance Report. A widespread awareness of the CSR initiatives of the SIS
Group will be conducted and the SIS Group seeks an active Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
Share Capital
and wide participation from employees and encourages any a separate section on Business Responsibility & Sustainability
As of March 31, 2023, the authorised capital of the Corporate Social Responsibility
suggestions and project ideas from them. Report, describing the initiatives taken by the Company from
Company stands at H 1,350.00 Million divided into In accordance with the provisions of Section 135 of the Act read environmental, social and governance perspective, forms an
27,00,00,000 equity shares of H 5 each. The paid-up equity with the Companies (Corporate Social Responsibility) Rules, A detailed disclosure on CSR initiatives undertaken by the integral part of this Report.
share capital of the Company is H 728.65 Million, consisting 2014, the Company has a Corporate Social Responsibility Company during the year is annexed herewith as Annexure I.
of 14,57,29,441 equity shares of H 5 each. (‘CSR’) Committee, chaired by Mr. Ravindra Kishore Sinha. Sustainability for your Company is about being responsible
Other members of the Committee include Mr. Arvind Kumar Disclosure under Sexual Harassment of Women at to the multiple stakeholders and creating shared value for
Subsequently, in November 2022, the Company each of them in a way that reinforces and amplifies our
Prasad and Mr. Uday Singh. The CSR Policy is available on Workplace (Prevention, Prohibition & Redressal)
extinguished 14,54,545 equity shares of H 5 each following commitment. Our approach aligns with the ESG framework,
the Company’s website at https://sisindia.com/policies-and- Act, 2013
a buyback from all eligible shareholders. Additionally, which emphasizes creating economic value in an ecologically
code-of-conduct/. The Company is committed to promoting a work environment
during the year under review, the Company issued and sustainable, socially responsible and governance-driven
allotted 1,52,936 equity shares of H 5 each pursuant to The SIS Group, comprising SIS Limited and its subsidiaries, that ensures every employee is treated with dignity,
manner. We extend our considerations beyond economic
the exercise of stock options under the Employee Stock associates, and joint ventures (“SIS Group”), has been at the respect and provided equitable treatment regardless of
and financial aspects and address our broader role in society
Option Plan. forefront of bringing social change in the lives of thousands gender, race, social class, disability, or economic status. We
and the communities we engage with. Consistent efforts have
of people in India. It employs more than 2,83,322 people, of priortise providing a safe and conducive work environment
Your Company has not issued equity shares with differential been made to minimise environmental footprint, reduce
which a large majority come from the less privileged sections for our employees and associates. In compliance with the
rights as to dividend, voting or otherwise, nor have any sweat emissions and pollution, and optimise land and water usage.
of society with limited means for education, development, and provisions of the Sexual Harassment of Women at Workplace
equity shares been issued during the year under review. (Prevention, Prohibition and Redressal) Act, 2013 and the
livelihood. The SIS Group has played a vital role in improving Related party transactions
the lives of these people through training, development and rules framed thereunder, the Company adopted a policy on
Particulars of Loans, Guarantees and prevention, prohibition, and redressal of sexual harassment During the year under review, all contracts/arrangements
employment opportunities.
Investments at workplace. During the year under review, 5 complaints entered into by your Company with related parties were
Pursuant to the provisions of Section 186 of the Companies Our Board of Directors, Management and Employees are were received and resolved. Your Company constituted an conducted on an arm’s length basis and in the ordinary course
Act, 2013 (“the Act”) read with the Companies (Meetings of committed to the philosophy of compassionate care. We Internal Complaints Committee to enquire into complaints of business. No material Related Party Transactions entered
Board and its Powers) Rules, 2014, disclosures relating to firmly believe that businesses must give back to society, the

80 SIS Limited Annual Report 2022-23 81


Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report (Contd.)

by the Company during the year that required shareholders’ Management Discussion and Analysis are commensurate with the nature, size and complexity People and Training
approval under Regulation 23 of the SEBI Listing Regulations. Management Discussion and Analysis Report for the year of its business and ensure proper safeguarding of assets, We continuously strive to improve and develop tools and
under review, as stipulated under the SEBI Listing Regulations, maintaining proper accounting records and providing reliable processes to recognize and reward employees at all levels
As per the requirements of the Act and SEBI Listing
is presented in a separate section and forms an integral part financial information. The Internal Audit team of the Company within the Company. We highly value their contribution to
Regulations, all related party transactions have been approved
of this Report. evaluates the effectiveness and quality of internal controls the Company’s performance and invest in their training and
by the Audit Committee, which reviewed them on a quarterly
and reports on their adequacy through periodic reporting. development programmes including leadership development
basis. Your Company formulated a Policy on Related Party
Internal Financial Controls During the year under review, these controls were tested and initiatives. The Performance Management Process (“PMP”)
Transactions, which is available on the Company’s website at
no reportable material weakness in the design or operation tool implemented across the Group enables us to scientifically
https://sisindia.com/policies-and-code-of-conduct/. Our rapid growth, while a matter of great satisfaction, continues
was identified. measure and track employee performance at all levels. This
to put pressure on our internal systems and processes. It is
Since all the contracts/arrangements/transactions with approach helps us to recognize and reward performance,
crucial that we work to ensure that these systems continue
related parties, during the year under review, were at arm’s Subsidiaries and Joint Venture Companies retain and attract talent, and establish a common platform
to keep up with our business growth and that our policies
length and not material, disclosure in Form AOC-2 under As on March 31, 2023, the Company has 34 subsidiary for performance management throughout the Group. As
remain relevant in the ever-changing business landscape.
Section 134(3)(h) of the Act, read with the Companies companies and 4 joint venture companies. There has of the end of the year under review, the total number of
Information systems are being continuously evaluated and
(Accounts of Companies) Rules, 2014, is not applicable to been no material changes in the nature of the business of employees in the SIS Group exceeded 2,83,322.
revamped to provide timely and relevant information to
the Company for the financial year 2022-23 and hence does the subsidiaries.
various stakeholders equipping them with the necessary
not form part of this Report. The details of contracts and Particulars of Employees
tools to compete in a challenging market and environment. The following additions were made during the year:
arrangements with related parties for the financial year ended
We recognise the critical role of IT and information systems The information under Section 197 of the Act read with Rule
March 31, 2023, are provided in the Notes to the Standalone • Effective, September 12, 2022, Safety Direct Solutions
in today’s world, and we have several dedicated groups of 5(1) of the Companies (Appointment and Remuneration of
Financial Statements, which form part of this Annual Report. Pty Ltd and Safety Direct Solutions Pty Ltd. NZ became
people constantly working to enhance and improve these Managerial Personnel) Rules, 2014 is provided in Annexure III
systems to stay ahead of the rapidly changing environment. subsidiaries of the Company. to this Report.
Risk Management
The Company’s system of continuous internal audits The Alarm Centre Limited and MSS AJG Pty Ltd ceased to be A separate annexure containing the names of top ten
The Board of Directors has approved the risk management
ensures that laid down processes and practices are followed subsidiaries of the Company effective January 20, 2023 and employees in terms of remuneration drawn and the
policy and the main objectives of the policy are (a) identifying,
and complied with and that quality processes are strictly March 5, 2023, respectively. particulars of employees as required under Section 197(12)
assessing, quantifying, mitigating, minimizing and managing
key risks; (b) Establishing a framework for the Company’s risk adhered to. Financial discipline is emphasized at all levels of In accordance with the provisions of Section 129 (3) of the of the Act read with Rule 5(2) and Rule 5(3) of the Companies
management process and ensuring its implementation; (c) the business and adherence to quality systems and focus on Act read with the Companies (Accounts) Rules, 2014, a report (Appointment and Remuneration of Managerial Personnel)
Developing risk policies and strategies for timely evaluation, customer satisfaction are critical for the Company to retain on the performance and financial position of each subsidiary Rules, 2014, is included in this report. However, the Annual
reporting and monitoring of key business risks; and (d) and attract customers and business and these are followed and joint venture company is provided in the prescribed Report is being sent to the Members excluding the said
Ensuring business growth with financial stability. rigorously. At the same time, the Group is strengthening its ‘Form AOC-1’, in Annexure II to this Report. annexure. In terms of Section 136 of the Act, the annexure
core business systems to enhance robustness and achieve is available for inspection and any interested member
The Board of Directors has formed a Risk Management uniformity and consistency in practices and processes across In accordance with the provisions of Section 136 of the Act, can obtain a copy may write to the Company Secretary at
Committee to oversee the risk management plan. the Group. the Annual Report of the Company, including the audited shareholders@sisindia.com.
standalone and consolidated financial statements and related
As on March 31, 2023, the Committee comprises of the An Audit Committee comprising independent members of information of the Company are available on the Company’s Employee Stock Option Plan (ESOP)
following directors: the Board has been constituted which plans and monitors website, https://sisindia.com/annual-report/.
the various Internal Audit programmes and reviews the To reward employees for their contribution to your Company
1. Mr. Upendra Kumar Sinha, Independent Director,
reports and assesses action plans. The Director – Finance Further, the audited financial statements of subsidiary and to provide an incentive for their continuous contribution
2. Mr. Sunil Srivastav, Independent Director, and and the Chief Financial Officers are invitees to the meetings companies are also available on the website of the Company to the organization’s success, the Company has instituted an
of the Committee. at https://sisindia.com/financials-subsidiary-companies/ employee stock option scheme, namely, ESOP 2016 on July
3. Mr. Rajan Verma, Independent Director.
27, 2016. ESOP 2016 envisages the grant of such number of
The Internal Auditors, who function independently within the Dusters Total Solutions Services Private Limited, a wholly
Mr. Upendra Kumar Sinha is the Chairman of the Committee. options (together with exercised options) enabling the eligible
Group, review the adequacy and efficacy of the key internal owned subsidiary, is considered as a material subsidiary
The Committee is responsible for monitoring and employee stock option holders the right to apply for equity
controls. The annual audit plan, approved by the Audit of the Company. Your Company has in accordance with the
reviewing the strategic risk management plans to ensure shares of the Company.
Committee, guides the scope of audit activities. Additionally, SEBI Listing Regulations adopted the Policy for determining
their effectiveness.
we engage professional and reputable audit firms from time material subsidiaries. The said Policy is available on the During the year under review, the Company had granted a
The Company has a comprehensive risk management to time to conduct internal audits of the larger and more Company’s website at https://sisindia.com/policies-and-code- total of 35,700 options to employees of the Company under
framework that is periodically reviewed by the Committee. critical operations of the Group. of-conduct/. the Employee Stock Option Plan – 2016.
Risk evaluation and management are an ongoing process
In addition to financial audits, quality management system The Audit Committee and the Board review the financial Disclosures with respect to stock options, as required under
within the organisation. The Committee periodically reviews
procedures are continuously audited by internal and external statements and significant transactions of all subsidiary Regulation 14 of the SEBI (Share Based Employee Benefits
identified risks and their mitigation plans. The major risks
auditors to ensure that the Company’s business practices companies. The minutes of unlisted subsidiary companies and Sweat Equity) Regulations, 2021 (“the Regulations”), are
identified by the businesses and functions are systematically
conform to the requirements of customers. are placed before the Board for their review. available on the Company’s website, https://sisindia.com/
addressed through mitigating actions on a continuing basis.
annual-report/.
In the opinion of the Board, there are no risks that pose a The Directors believe that the Company has in place
threat to the existence of the Company. adequate internal financial controls with reference to
financial statements. The Company’s internal control systems

82 SIS Limited Annual Report 2022-23 83


Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report (Contd.)

Mr. Sudhir V Hulyalkar, Secretarial Auditor of the Company, b. Cessation of Directors Further details are provided in the Corporate Governance year 2022-23, issued by Mr. Sudhir V Hulyalkar is provided
has provided certification confirming that the implementation • Mr. Amrendra Prasad Verma (DIN: 00236108), Report which forms an integral part of this Annual Report. in Annexure IV-A to this Report.
of Employee Stock Option Plan is in accordance with the Mr. Devdas Apte (DIN: 03350583) and Mr. Rajan In the Secretarial Audit Report, it has been stated that the
Regulations and the resolutions approved by the members Krishnanath Medhekar (DIN:07940253), completed Board Evaluation
Company did not comply with the proviso to Regulation 17 (1)
regarding the plan. their second consecutive term as Independent Pursuant to the provisions of the Act and SEBI Listing (a) of the SEBI Listing Regulations, as there is no independent
Directors on September 24, 2022 and consequently Regulations, the Board of Directors adopted a formal woman director on the board of directors since the end of
Directors and Key Managerial Personnel (“KMP”) ceased to be Directors of the Company with effect mechanism for evaluating its performance as well as that tenure of existing independent woman director on January
a. Appointment/Re-appointment of Directors from the end of that day. of its committees and individual Directors, including the 28, 2023.
• In accordance with the provisions of Section 152 Chairperson of the Board. The evaluation was conducted
• Mrs. Renu Mattoo (DIN: 08050374) completed In response to this, it is stated that, Mrs. Renu Mattoo
of the Act read with the Companies (Appointment using a structured questionnaire that covered various
her second consecutive term as an Independent completed her second term as an Independent Director on
and Qualification of Directors) Rules, 2014, and the aspects of the functioning of the Board and its Committees.
Director on January 28, 2023, and consequently January 28, 2023, and ceased to be a Director of the Company
Articles of Association of the Company, Mr. Rituraj ceased to be a Director of the Company with effect The Board expressed satisfaction with the overall on the same day. The Company is currently actively searching
Kishore Sinha, Managing Director and Mr. Arvind from the end of that day. functioning of the Board and its Committees based on the for eligible and suitable candidates to fill the position of
Kumar Prasad, Director – Finance, are liable to retire evaluation results.
 he Board expressed its sincere appreciation for the valuable
T independent woman director.
by rotation at the ensuing Annual General Meeting
(‘AGM’). They are eligible for re-appointment and guidance and contributions provided by Mr. Amrendra Prasad To familiarise Independent Directors with the Company, The Secretarial Auditor also reported non-compliance with
have offered themselves for re-appointment. Verma, Mr. Devdas Apte, Mr. Rajan Krishnanath Medhekar its stakeholders, leadership team, senior management, Regulation 21(3C) of the SEBI Listing Regulations, as there
and Mrs. Renu Mattoo during their tenure with the Company. operations, policies and industry landscape, a familiarisation was a one day delay between two consecutive meetings of
• Based on the recommendation of the Nomination program is conducted. The program aims to provide insight the Risk Management Committee, exceeding the stipulated
and Remuneration Committee and the Board of Declaration of Independence and understanding of the Company’s business. Independent 180 day time frame.
Directors, the Shareholders have appointed/re- Directors are informed about their roles, rights, and
Your Company has received declarations from all its
appointed the following Directors: responsibilities through a formal letter of appointment at the In response to this, it is explained that the delay in holding
Independent Directors, confirming that they meet the criteria
time of their appointment or re-appointment. the meeting of the Risk Management Committee by one day
i. Mr. Rituraj Kishore Sinha (DIN: 00477256) has of independence as prescribed under Section 149(6) of the
was due to intervening holidays and the unavailability of all
been re-appointed as the Managing Director of Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further details regarding the annual evaluation of the committee members.
the Company, for a period of 5 years effective These declarations also affirm that there have been no performance of the Board, its chairperson, its committees
April 24, 2022. changes in the circumstances affecting their status as and of individual Directors are provided in the Corporate Further, the secretarial audit report of material subsidiary
Independent Directors of the Company. Governance Report which is an integral part of this Report. company, Dusters Total Solutions Services Private Limited
ii. Mr. Arvind Kumar Prasad (DIN: 02865273) has
issued by Mr. Jayarama Korikkar, Company Secretary in
been re-appointed as a Whole-Time Director The Board is of the opinion that the Independent Directors
Auditors and Audit Reports Practice, is provided in Annexure IV-B to this Report.
(designated as Director – Finance) of the possess the requisite qualifications, experience and expertise
Company, for a period of 5 years effective April including proficiency and they uphold the highest standards SS Kothari Mehta & Co., Chartered Accountants (Firm
Compliance with the Secretarial Standards
24, 2022. of integrity. Registration No. 000756N) were appointed as Statutory
Auditors of the Company for a term of 5 consecutive years in During the year, your Company is in compliance with the
iii. Mr. Upendra Kumar Sinha (DIN: 00010336) has mandatory Secretarial Standards specified by the Institute
Committees of the Board the 38th AGM held on August 30, 2022 to hold office till the
been appointed as an Independent Director of of Company Secretaries of India.
As on March 31, 2023, the Board constituted the Audit conclusion of the 43rd AGM of the Company.
the Company, not liable to retire by rotation,
for a period of 3 years effective June 29, 2022. Committee, Nomination and Remuneration Committee, The Auditors’ Report does not contain any qualification, Reporting of Frauds by Auditors
Corporate Social Responsibility Committee, Stakeholders’ reservation or adverse remark. The auditors have provided an
iv. Mr. Uday Singh (DIN: 02858520) has been Relationship Committee, and a Risk Management Committee. During the year under review, there were no instances of
unmodified opinion on both the standalone and consolidated
appointed as an Independent Director of the The composition of the Board and its committees is provided fraud committed against your Company by its officers and/
financial statements of the Company.
Company, not liable to retire by rotation, for a in detail in the Corporate Governance Report. In addition, or employees, which required the auditors to report to the
period of 5 years effective July 26, 2022. the Board constitutes other committees to perform specific The statutory auditors have confirmed that they meet the Audit Committee and/or the Board under Section 143(12) of
roles and responsibilities as may be specified by the Board criteria of independence as per the Code of Ethics issued the Act.
v. Mr. Sunil Srivastav (DIN: 00237561) has been
from time to time. by the Institute of Chartered Accountants of India and the
re-appointed as an Independent Director of
provisions of the Act. Conservation of Energy, Research and
the Company, not liable to retire by rotation,
Meetings of the Board Development, Technology Absorption
for another period of 5 years effective October
Secretarial Audit Considering the nature of activities of the Company, the
24, 2022. During the year under review, the Board of Directors met 7
(seven) times to deliberate on various matters. The meetings As per the provisions of Section 204 of the Act read with provisions of Section 134(m) of the Act and Rule 8 of the
vi. Ms. Rivoli Sinha (DIN: 05124090) has been the rules framed thereunder, Mr. Sudhir V Hulyalkar, Companies (Accounts) Rules, 2014 relating to Conservation of
were held on April 19, 2022, May 4, 2022, June 29, 2022, July
appointed as a Non-Executive Director of the Company Secretary in Practice, has been appointed as the Energy, Research and Development, Technology Absorption
26, 2022, November 2, 2022, February 2, 2023, and March
Company, effective November 2, 2022. Secretarial Auditor to conduct the Secretarial Audit of the are not applicable to the Company.
24, 2023.
Company. The Secretarial Audit Report for the financial

84 SIS Limited Annual Report 2022-23 85


Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report (Contd.) ANNEXURE I

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

Foreign Exchange Earnings and Outgo • Accounting policies have been selected and applied 1. Brief outline on CSR Policy of the Company:
The details of the foreign exchange earnings and expenditure consistently and made judgments and estimates that The Corporate Social Responsibility (CSR) Policy of the Company has been formalized based on the vision and principles
are as follows: are reasonable and prudent so as to give a true and fair of the SIS Group. The main objective of this CSR Policy is to lay down guidelines to make CSR a key business process for
view of the state of affairs of the Company at the end of sustainable and beneficial engagement with the society and the environment in which the Group operates. It aims at
H Million
the financial year and of the Profit of the Company for enhancing welfare measures of the society based on the immediate and long-term social and environment consequences
Particulars 2022-23
the year; of the Group’s activities. This Policy specifies the projects and programmes that can be undertaken, directly or indirectly,
Foreign exchange earnings 520.13
• Proper and sufficient care for the maintenance the modalities of execution and the monitoring thereof.
Foreign exchange expenditure 61.34
of adequate accounting records have been taken
in accordance with the provisions of this Act for 2. Composition of CSR Committee:
Annual Return
safeguarding the assets of the Company and for Number of meetings of CSR Committee
In terms of the provisions of Section 92 of the Act and the preventing and detecting fraud and other irregularities; S.
Name of the Director & Designation
Position in during the year
rules made thereunder, the annual return of the Company as No. committee
Held Attended
on March 31, 2023, is available on the Company’s website at • The Annual Accounts have been prepared on a going
concern basis; 1. Mr. Ravindra Kishore Sinha, Chairman Chairperson 1 1
https://sisindia.com/annual-report/. 2. Mr. Rajan Krishnanath Medhekar, Independent Director* Member 1 1
• Internal financial controls have been laid down and 3. Mr. Uday Singh, Independent Director Member 1 1
Significant & material orders passed by the followed by your Company and that such internal financial 4. Mr. Arvind Kumar Prasad, Director-Finance# Member Nil N.A.
Regulators/Courts, if any controls are adequate and operating effectively; and *Ceased to be the member of the Committee w.e.f. September 24, 2022.
During the year under review, no significant or material #
Appointed as the member of the Committee w.e.f. September 24, 2022.
• Proper systems have been devised to ensure compliance
orders were passed by the Regulators or Courts or Tribunals
with the provisions of all applicable laws and that such
which impact the going concern status and the Company’s 3. The web-link of composition of the CSR committee, 5. (a) Average net profit of the company as per
systems are adequate and operating effectively.
operations in the future. CSR Policy and CSR projects approved by the Board section 135(5): H 977.86 Million.
Your Company had neither filed any application, nor any Appreciation/Acknowledgement is: https://sisindia.com/corporate-social-responsibility- (b) 2% of average net profit of the company as per
proceeding is pending under the Insolvency and Bankruptcy sustainability/ section 135(5): H 19.56 Million.
Your directors express their gratitude to the Central
Code, 2016 at the end of the year. Government, various State Governments as well as the 4. Provide the executive summary along with (c) Surplus arising out of the CSR projects or
Company’s Bankers and advisors for their valuable advice, web-link(s) of Impact assessment of CSR projects programmes or activities of the previous
Vigil Mechanism / Whistle Blower Policy guidance, assistance, co-operation, and encouragement carried out in pursuance of sub-rule (3) of rule 8, if financial years: H 12.30 Million
Your Company has established a mechanism for reporting provided to the SIS Group on various occasions. The Directors applicable.
concerns through the Whistle Blower Policy of the Company also take this opportunity to thank the Company’s customers, (d) Amount required to be set off for the financial
Not Applicable as the Company was not having average year, if any: H 7.86 Million
in compliance with the provisions of Section 177 of the Act suppliers, vendors, and investors for their consistent support
CSR obligation of more than H 10 Crore during the three
and the SEBI Listing Regulations. The Policy provides for a to the Company. (e) Total CSR obligation for the financial year
immediately preceding financial years.
framework and process, for the employees and directors [(b)-(d)]: H 11.70 Million
Last but not least, the Directors sincerely acknowledge
to report genuine concerns or grievances about illegal or
and applaud the significant contributions made by all
unethical behavior, actual or suspected incidents of fraud, 6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).
the employees of the Company for their dedication and
instances of leak of unpublished price sensitive information
commitment to your Company. Details of CSR amount spent against other than ongoing projects for the financial year:
that could adversely impact the Company’s operations,
business performance and/or financial integrity of the (1) (2) (3) (4) (5) (6) (7) (8)
Cautionary Statement
Company. During the year under review, no person was denied Item from Mode of Mode of implementation - Through
access to the Chairman of the Audit Committee. The Whistle Statements in this Report describing the Company’s the list of
Local Location of the project Amount
implemen- implementing agency
Sl. Name of the area spent for
Blower Policy is available on the website of the Company at objectives, projections, estimates and expectations may be No. Project
activities in
(Yes/ the project
-tation
CSR Regn.
schedule VII State District – Direct Name
‘forward looking statements’ within the meaning of applicable No) (in K) number
https://sisindia.com/policies-and-code-of-conduct/. to the Act (Yes/No)
laws and regulations. Actual results might differ substantially 1. Promoting (ii) Yes Haryana Sonipat 20,00,000 No Planet Skool CSR00022782
Directors’ Responsibility Statement or materially from those expressed or implied. Educational and Maharashtra Mumbai 10,00,000 No Bharatiya Vidya Bhavan CSR00009636
related projects
In terms of the provisions of Section 134 (5) of the Act, the Bihar Patna 35,00,000 No AWASAR Trust CSR00019876
For and on behalf of the Board of Directors
Board of Directors of your Company, to the best of their Madhya Pradesh Anuppur 10,00,000 No Shri Narmade Har Sewa Nyas CSR00033491
knowledge and ability, hereby confirms that: Madhya Pradesh Khandwa 6,00,000 No Shri Rajrajeshwari Sewa CSR00030912
Bharti Nyas
• In the preparation of the accounts for the year ended New Delhi Ravindra Kishore Sinha Madhya Pradesh Agar Malwa 9,00,000 No Agar Seva Bharti Samiti CSR00021246
March 31, 2023, the applicable Accounting Standards May 03, 2023 Chairman 2. Animal Welfare (iv) Yes Madhya Pradesh Ujjain 5,00,000 No Sarp Anusandhan Sangathan CSR00009582
have been followed and there are no material departures
3. Health & Sanitation (i) Yes West Bengal Paschim 12,00,000 No National Coalfield Citizens CSR00005688
from the same; Bardhaman Forum
4. Protecting National (v) Yes Madhya Pradesh Ujjain 10,00,000 No Aacharya Varahmihir Nyas CSR00019682
Heritage & Culture
TOTAL 1,17,00,000

86 SIS Limited Annual Report 2022-23 87


88
(f)
(c)

No
v
i.
ii.
iii.
iv.
Sl.
(1)

No.
11.70
Million)

(2)

Particulars
the Financial Year (K
Total Amount Spent for

section 135(5): Not Applicable

SIS Limited Annual Report 2022-23


Leadership Position. Burgeoning Market.

Amount
Board’s Report (Contd.)

Excess amount for set-off, if any:

Total amount spent for the Financial Year


Excess amount spent for the financial year [(ii)-(i)]

Chairman – CSR Committee


Ravindra Kishore Sinha
CSR Account as per section 135(6)
Date of transfer
Total Amount transferred to Unspent
(e) CSR amount spent or unspent for the Financial Year:

2% of average net profit of the company as per section 135(5)


(d) Total amount spent for the Financial Year [(a) + (b) +(c)]

Amount available for set off in succeeding financial years [(iii)-(iv)]


Nil

Managing Director
Name of the Fund

Rituraj Kishore Sinha


Amount Unspent (in K)
(b) Amount spent in Administrative overheads. Nil

H 11.70 Million
Amount spent on Impact Assessment, if any. Not Applicable

Amount

Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any
as per second proviso to section 135(5)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: Nil
Date of transfer

8. Whether any capital asset has been created or acquired through CSR amount spent in the financial year:
(K Million)
Amount

4.44
12.30
-
11.70
19.56
(3)
Amount transferred to any fund specified under Schedule VII

ANNEXURE II
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF
OUR SUBSIDIARIES AND JOINT VENTURES
(Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule (5) of the Companies (Accounts) Rules, 2014)

Part A: Subsidiaries
(H Million)
Profit Profit
Closing Financial Reserve % of
Sl. Reporting Share Total Total Invest- / (loss) Provision / (loss) Proposed
Name of the Subsidiary Note exchange period and Turnover^ share-
No. Currency Capital Assets Liabilities -ments before for tax after Dividend*
rate ended surplus -holding
tax tax

1. Service Master Clean Ltd H NA 31-Mar-23 195.13 1,598.81 3,569.65 1,775.71 705.25 6,111.92 194.84 (135.37) 330.21 - 100.00
2. Tech SIS Ltd H NA 31-Mar-23 148.00 (140.01) 234.51 226.52 - 256.19 (28.19) (8.50) (19.69) - 100.00
3. Terminix SIS India Pvt Ltd H NA 31-Mar-23 225.00 (158.22) 225.75 158.97 - 334.86 4.63 (0.65) 5.28 - 100.00
4. Dusters Total Solutions H NA 31-Mar-23 28.02 2,652.32 5,009.66 2,329.32 19.29 10,929.58 338.91 (211.98) 550.89 - 100.00
Services Pvt Ltd
5. SIS Business Support Services H NA 31-Mar-23 0.10 0.97 35.59 34.52 - 33.11 1.29 0.33 0.96 - 100.00
and Solutions Pvt Ltd
6. SIS Synergistic Adjacencies H NA 31-Mar-23 0.10 0.05 0.19 0.04 - 0.03 - (0.01) 0.01 - 100.00
Ventures Private Limited
(formerly known as SISCO
Security Services Pvt Ltd)
7. SLV Security Services Pvt Ltd H NA 31-Mar-23 25.00 96.58 1,303.84 1,182.26 - 3,564.88 81.91 (72.27) 154.18 - 100.00
8. Rare Hospitality and Services H NA 31-Mar-23 11.69 133.85 689.45 543.91 0.03 1,556.12 8.48 (21.42) 29.90 - 100.00
Pvt Ltd
9. Uniq Security Solutions Pvt Ltd H NA 31-Mar-23 18.00 772.27 1,121.04 330.77 4.42 2,189.02 111.05 (10.50) 121.55 - 100.00
10. Uniq Detective and Security (i) H NA 31-Mar-23 0.10 6.23 19.65 13.32 - 55.21 2.53 (0.55) 3.08 - 100.00
Services (AP) Pvt Ltd
11. Uniq Detective and Security (i) H NA 31-Mar-23 0.10 (2.21) 4.66 6.77 - 9.85 (1.00) (0.26) (0.74) - 100.00
Services (Tamilnadu) Pvt Ltd
12. Uniq Facility Services Pvt Ltd (i) H NA 31-Mar-23 1.00 12.94 45.25 31.31 - 107.21 5.79 (2.14) 7.93 - 100.00
13. SIS Alarm Monitoring and H NA 31-Mar-23 400.00 (401.87) 480.12 481.99 - 528.87 (25.70) (6.45) (19.25) - 100.00
Response Services Pvt Ltd
14. Adis Enterprises Pvt Ltd (ii) H NA 31-Mar-23 0.10 11.30 21.29 9.89 - 42.90 2.40 0.76 1.64 - 100.00
15. One SIS Solutions Pvt Ltd H NA 31-Mar-23 10.10 (5.93) 67.43 63.26 - 163.28 (7.62) (1.90) (5.72) - 100.00
16. SIS Security International Holdings AUD 0.018 31-Mar-23 220.15 0.03 220.20 0.02 220.15 - 522.52 - 522.52 522.52 100.00
Pte. Ltd. (Formerly known as SIS
International Holdings Ltd)
17. SIS Security Asia Pacific (iii) AUD 0.018 31-Mar-23 220.15 0.06 220.55 0.31 220.15 - 522.52 - 522.52 522.52 100.00
Holdings Pte. Ltd. (Formerly
known as SIS Asia Pacific
Holdings Ltd)
18. SIS Australia Holdings Pty Ltd (iv) AUD 0.018 31-Mar-23 220.15 99.85 1,275.16 955.15 826.13 - 527.27 (21.02) 548.29 522.52 100.00
19. SIS Australia Group Pty Ltd (v) AUD 0.018 31-Mar-23 869.61 1,117.45 12,422.33 10,435.28 5,364.55 - 770.26 (31.31) 801.58 638.55 100.00
20. SIS Group International (v) AUD 0.018 31-Mar-23 0.55 (955.09) 4,561.12 5,515.66 4,496.93 - 137.27 (0.26) 137.53 - 100.00
Holdings Pty Ltd
21. MSS Strategic Medical and (vi) AUD 0.018 31-Mar-23 0.55 191.08 702.93 511.30 - 2,059.27 9.71 3.32 6.40 - 100.00
Board’s Report / Statutory Reports

Rescue Pty Ltd


89
(H Million)

90
Profit Profit
Closing Financial Reserve % of
Sl. Reporting Share Total Total Invest- / (loss) Provision / (loss) Proposed
Name of the Subsidiary Note exchange period and Turnover^ share-
No. Currency Capital Assets Liabilities -ments before for tax after Dividend*
rate ended surplus -holding
tax tax

22. SIS MSS Security Holdings Pty (vi) AUD 0.018 31-Mar-23 825.57 638.69 3,160.05 1,695.78 2,595.33 - 887.61 1.04 886.57 881.98 100.00
Ltd
23. MSS Security Pty Ltd (vii) AUD 0.018 31-Mar-23 550.38 7,490.46 15,092.21 7,051.37 - 36,051.01 1,302.79 396.23 906.56 882.81 100.00
24. Australian Security Connections (vii) AUD 0.018 31-Mar-23 0.55 - 0.55 - - - - - - - 100.00
Pty Ltd
25. MSS AJG Pty Ltd# (vii) AUD 0.018 31-Mar-23 - - - - - - - - - - 0.00
26. Southern Cross Protection (vi) AUD 0.018 31-Mar-23 21.59 1,684.81 3,875.74 2,169.35 - 8,208.11 362.00 109.82 252.17 - 100.00
Pty Ltd.
27. Askara Pty Ltd (viii) AUD 0.018 31-Mar-23 - (21.86) 524.53 546.40 - 315.53 (28.87) (8.23) (20.64) - 100.00
28. Charter Security Protective (viii) AUD 0.018 31-Mar-23 0.01 203.20 821.02 617.81 - 336.73 (22.34) (6.50) (15.84) - 100.00
Services Pty Ltd
29. Platform 4 Group Limited (vi) NZD 0.019 31-Mar-23 21.37 75.76 408.20 311.07 - 1,742.25 (24.41) 1.37 (25.78) - 100.00

SIS Limited Annual Report 2022-23


30. Triton Security Services Limited (ix) NZD 0.019 31-Mar-23 0.06 185.31 202.55 17.19 - 138.14 29.74 0.93 28.81 - 100.00
Leadership Position. Burgeoning Market.

Board’s Report (Contd.)

31. The Alarm Centre Limited# (x) NZD 0.019 31-Mar-23 - - - - - - - - - - 0.00
32. SIS Henderson Holdings Pte Ltd (xi) SGD 0.016 31-Mar-23 966.96 1,785.10 2,754.18 2.12 1,068.73 - 13.30 1.24 12.06 - 100.00
33. Henderson Security Services (xii) SGD 0.016 31-Mar-23 85.88 163.38 521.30 272.04 - 1,651.82 (145.47) (2.97) (142.50) - 100.00
Pte Ltd
34. Henderson Technologies Pte (xii) SGD 0.016 31-Mar-23 0.57 51.62 68.35 16.16 - 76.62 4.04 (5.89) 9.93 - 100.00
Ltd
35. Safety Direct Solutions Pty Ltd (vi) AUD 0.018 31-Mar-23 0.03 163.74 469.52 305.76 - 770.59 (9.18) (1.47) (7.71) - 85.00
36. Safety Direct Solutions Pty (xiii) NZD 0.019 31-Mar-23 - 10.37 12.18 1.81 - 20.05 6.81 (0.03) 6.84 - 85.00
Ltd NZ
#
Company deregistered during the year ended March 31, 2023.
* It includes dividend declared/distributed/paid during the year.
^ Turnover represents revenue from operations.

Notes: (vii) Subsidiary of SIS MSS Security Holdings Pty Ltd.


(i) Subsidiaries of Uniq Security Solutions Private Limited. (viii) Subsidiary of Southern Cross Protection Pty. Ltd.
(ii) Subsidiary of Dusters Total Solutions Services Private Limited. (ix) Subsidiary of Platform 4 Group Ltd.
(iii) Subsidiary of SIS Security International Holdings Pte. Ltd. (x) Subsidiary of Triton Security Services Ltd.
(iv) Subsidiary of SIS Security Asia Pacific Holdings Pte. Ltd. (xi) Subsidiary of SIS Group International Holdings Pty Ltd.
(v) Subsidiary of SIS Australia Holdings Pty Ltd. (xii) Subsidiary of SIS Henderson Holdings Pte Ltd.
(vi) Subsidiary of SIS Australia Group Pty Ltd. (xiii) Subsidiary of Safety Direct Solutions Pty Ltd.

1. Names of subsidiaries which are yet to commence operations: None


2. Names of subsidiaries which have been liquidated or sold during the year: During the year, MSS AJG Pty Ltd and The Alarm Centre Limited have been deregistered.

Part B: Joint Ventures


(H Million)
Share of Joint Ventures held by Net worth
Profit/(loss) for the year
the Group on the year end attributable
Reason why
Latest to
the joint
Sl. audited Description of how there shareholding
Name of the joint ventures venture Not
No. balance Amount of Extent of is significant influence as per latest Considered in
Number is not considered in
sheet date investment holding audited consolidation
consolidated consolidation
balance
sheet @
1. SIS Cash Services Private Limited 31-Mar-23 97,08,696 508.89 49% Joint Venture company NA 508.07 99.00 103.04
2. SIS Prosegur Holdings Private Limited * 31-Mar-23 NA NA NA Joint Venture company NA NA NA NA
3. SIS Prosegur Cash Logistics Private Limited ** 31-Mar-23 NA NA NA Joint Venture company NA NA NA NA
4. Habitat Security Pty Ltd 31-Mar-23 49 4.60 49% Joint Venture company NA 4.60 3.22 3.35

* Wholly owned subsidiary of SIS Cash Services Private Limited.


** Wholly owned subsidiary of SIS Prosegur Holdings Private Limited.
@
Net worth considered for SIS Cash Services Private Limited, consolidated group of entities.

Notes:
1. Names of associates or joint ventures which are yet to commence operations: None
2. Names of associates or joint ventures which have been liquidated or sold during the year: None

For and on behalf of the Board of Directors


Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
Chairman Managing Director Director – Finance
(DIN: 00945635) (DIN: 00477256) (DIN: 02865273)

Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri


Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary
Board’s Report / Statutory Reports

91
Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report (Contd.) ANNEXURE IV-A


Form No. MR-3
ANNEXURE III
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
A. Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary during the
financial year 2022-23, ratio of remuneration of each Director to the median remuneration of the employees of the To, v. The following Regulations and Guidelines prescribed
Company for the financial year 2022-23: The Members, under the Securities and Exchange Board of India Act,
SIS Limited 1992 (‘SEBI’):
Ratio of the remuneration of Regd. Office: Annapoorna Bhawan,
% Increase in
Name of the Director/Key Managerial Personnel and Designation
each Director to the Median
remuneration in the (a) Securities and Exchange Board of India (Listing
Remuneration of Employees Telephone Exchange Road, Kurji,
for the financial year 2022-23
financial year 2022-23 Obligations and Disclosure Requirements)
Patna - 800010
Regulations, 2015;
Mr. Ravindra Kishore Sinha, Chairman 111:1 Nil
I have conducted the secretarial audit of the compliance of
Mr. Rituraj Kishore Sinha, Managing Director 48:1 Nil (b) 
Securities and Exchange Board of India
applicable statutory provisions and the adherence to good
Mr. Arvind Kumar Prasad, Director – Finance 28:1 3.90 (Substantial Acquisition of Shares and Takeovers)
Mrs. Rita Kishore Sinha, Non-Executive Director
corporate practices by SIS LIMITED (hereinafter called the
Regulations, 2011;
@

Ms. Rivoli Sinha, Non-Executive Director (1) @ “Company”). Secretarial Audit was conducted in a manner
Mr. Upendra Kumar Sinha, Independent Director (2) Not Applicable ^ that provided me a reasonable basis for evaluating the (c) Securities and Exchange Board of India (Prohibition
Mr. Uday Singh, Independent Director (2) 4:1 ^ corporate conducts / statutory compliances and expressing of Insider Trading) Regulations, 2015;
Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan, Independent Director 4:1 ^ my opinion thereon.
(d) Securities and Exchange Board of India (Issue of
Mr. Sunil Srivastav, Independent Director 4:1 ^
Based on my verification of the Company‘s books, papers, Capital and Disclosure Requirements) Regulations,
Mr. Rajan Verma, Independent Director 3:1 ^
minute books, forms and returns filed and other records 2018; (No instances for compliance requirements
Mr. Devdas Apte, Independent Director (3) 4:1 ^
maintained by the Company and also the information during the year);
Mr. Amrendra Prasad Verma, Independent Director (3) 4:1 ^
provided by the Company, its officers, agents and authorized
Mr. Rajan Krishnanath Medhekar, Independent Director (3) 4:1 ^ (e) Securities and Exchange Board of India (Share
Mrs. Renu Mattoo, Independent Director (4) 4:1 ^ representatives during the conduct of secretarial audit, I
Based Employee Benefits and Sweat Equity)
Mr. Devesh Desai Chief Financial Officer Not applicable 18.0% hereby report that in my opinion, the Company has, during
Regulations, 2021;
Mr. Brajesh Kumar Chief Financial Officer (SIS India) (5) Not applicable 13.7% the audit period covering the financial year ended on March
Ms. Pushpalatha K Company Secretary Not applicable 10.3% 31, 2023, complied with the statutory provisions listed (f) Securities and Exchange Board of India (Issue and
hereunder and also that the Company has proper Board- Listing of Non-Convertible Securities) Regulations,
Remuneration includes salary, allowances, performance linked incentive and bonus. processes and compliance-mechanism in place to the extent, 2021; (No instances for compliance requirements
@
Since the remuneration to Non-Executive Promoter Directors includes a sitting fee for attending meetings of the Board, the ratio of their in the manner and subject to the reporting made hereinafter: during the year);
remuneration to median remuneration and percentage increase in remuneration is not comparable and hence, not stated.
^ R  emuneration to Non-Promoter Independent Directors includes commission paid for the financial year ended March 31, 2023. Sitting fees I have examined the books, papers, minute books, forms and (g) Securities and Exchange Board of India (Registrars
paid to the Directors is excluded. Since there was no commission paid during the financial year ended March 31, 2022, the percentage returns filed and other records maintained by the Company to an Issue and Share Transfer Agents) Regulations,
increase in remuneration is not comparable and hence, not stated.
for the financial year ended on March 31, 2023 according to 1993 regarding the Companies Act and dealing
(1)
Ms. Rivoli Sinha was appointed as a Non-Executive Director effective November 2, 2022.
the provisions of: with client;
(2)
Mr. Upendra Kumar Sinha and Mr. Uday Singh were appointed as Independent Directors effective June 29, 2022, and July 26, 2022, respectively.
(3)
Mr. Devdas Apte, Mr. Amrendra Prasad Verma and Mr. Rajan Krishnanath Medhekar, Independent Directors have completed their second i. The Companies Act, 2013 (the Act) and the rules (h) Securities and Exchange Board of India (Delisting of
consecutive term as Independent the Director of the Company and consequently ceased to be the Directors of the Company effective made thereunder; Equity Shares) Regulations, 2021 (No instances for
September 24, 2022.
compliance requirements during the year);
(4)
Mrs. Renu Mattoo, Independent Director has completed her second consecutive term as Independent Director of the Company and ii. Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
consequently ceased to be the Director of the Company effective January 28, 2023. the rules made thereunder; (i) Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018; and
2. The variable pay of Mr. Rituraj Kishore Sinha, Managing Director and Mr. Arvind Kumar Prasad, Director-Finance, is iii. Depositories Act, 1996 and the Regulations and Bye-
based on clearly laid out criteria and measures, which are linked to the desired performance and business objectives Laws framed thereunder; (j) Securities and Exchange Board of India (Depositories
of the Company. The variable pay is determined by various parameters such as return on equity, earnings per share, and Participants) Regulations, 2018
iv. Foreign Exchange Management Act, 1999 and the rules
CXO level planning, succession planning, guidance and mentoring provided to project teams for executing Technology and regulations made thereunder to the extent of Foreign vi. The Private Security Agencies (Regulation) Act, 2005 and
Transformation projects, coaching of commercial teams on process improvement and control, reviewing and analysing Direct Investment and Overseas Direct Investment; applicable States Rules made thereunder;
contracts and costs and other strategic goals as determined by the Board from time to time.
vii. All other Labour, Employee and Industrial Laws to the
3. The percentage increase in the median remuneration of employees in the financial year 2022-23 is 6.71%. extent applicable to the Company;

4. There were 1,57,569 permanent employees on the rolls of Company as on March 31, 2023.

5. Average percentage increase made in the salaries of employees, other than the managerial personnel in the financial
year 2022-23, was 5.71% over the previous financial year and the average remuneration of the managerial personnel
for the same financial year was increased by 1.30%.

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

92 SIS Limited Annual Report 2022-23 93


Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report (Contd.) ANNEXURE TO SECRETARIAL AUDIT REPORT

I have also examined compliance with the applicable clauses I further report that there are adequate systems and To,
of Secretarial Standards issued by the Institute of Company processes in the Company commensurate with size and The Members,
Secretaries of India. operations of the Company to monitor and ensure compliance SIS Limited
with applicable laws, rules, regulations and guidelines. Patna – 800010
During the period under review, the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines, I further report that during the audit period the following Our report of even date is to be read along with this letter.
Standards, etc. mentioned above wherever applicable events / actions took place having major bearing on the
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to
except that: Company’s affairs in pursuance of the above referred laws,
express an opinion on these secretarial records based on our audit.
rules, regulations, guidelines, standards, etc.:
i. Regulation 21(3C) of the Securities and Exchange
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
Board of India (Listing Obligations and Disclosure 1. The Company has issued and allotted in total 1,52,936
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
Requirements) Regulations, 2015 was not complied equity shares on various dates during the year to
facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable
as one hundred and eighty days was elapsed by a the eligible employees of the Company pursuant to
basis for our opinion.
day between two consecutive meetings of the Risk Company’s Employees Stock Option Plan, 2016.
Management Committee. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
2. 
The Company has acquired 49.99% shareholding
ii. Proviso to Regulation 17 (1) (a) of the Securities and in Terminix SIS India Private Limited (“Terminix”), a 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and
Exchange Board of India (Listing Obligations and subsidiary of the Company pursuant to which the regulations and happening of events etc.
Disclosure Requirements) Regulations, 2015 was not holding of the Company in Terminix is 100% effective
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
complied as there is no Independent Woman Director on June 2, 2022.
of management. Our examination was limited to the verification of procedures on test basis.
the board of directors since the end of tenure of existing
3. The Company bought back 14,54,545 Equity Shares
independent woman director on January 28, 2023. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
having a face value of Rs. 5/- each ("Equity shares") at a
effectiveness with which the management has conducted the affairs of the company.
price of Rs. 550/- per Equity share, through the "tender
I further report that
offer" route in accordance with the Companies Act, 2013
The Board of Directors of the Company is duly constituted and the SEBI (Buyback of Securities) Regulations, 2018
with proper balance of Executive Directors, Non-Executive with the approval of shareholders by way of Special
Directors and Independent Directors. The changes in the Resolution passed through postal ballot effective August SUDHIR VISHNUPANT HULYALKAR
composition of the Board of Directors that took place during 12,2022. Company Secretary in Practice
the period under review were carried out in compliance with FCS No.: 6040 CP No.: 6137
the provisions of the Act. 4. The shareholders at 38th Annual General meeting held
Place: Bengaluru Peer Review Certificate No. 607/2019
on August 30, 2022 have passed a special resolution for
Adequate notices were given to all directors to schedule Date: May 3, 2023 UDIN: F006040E000241981
alteration of the Articles of Association of the Company.
the Board meetings, agenda and detailed note on agenda
were sent at least seven days in advance and with necessary 5. The Company has acquired 85% shareholding in Safety
compliance wherever sent at shorter period and a system Direct Solutions Pty Ltd (“SDS”) by SIS Australia Group
exists for seeking and obtaining further information and Pty Limited (“SIS Australia Group”), a subsidiary of the
clarifications on the agenda items before the meeting and Company as on September 12, 2022.
for meaningful participation at the meeting.

All decisions are carried through majority and recorded in the SUDHIR VISHNUPANT HULYALKAR
minutes and there were no dissenting views. Company Secretary in Practice
FCS No.: 6040 CP No.: 6137
Place: Bengaluru Peer Review Certificate No. 607/2019
Date: May 3, 2023 UDIN: F006040E000241981

94 SIS Limited Annual Report 2022-23 95


Leadership Position. Burgeoning Market. Board’s Report / Statutory Reports

Board’s Report (Contd.)


ANNEXURE IV-B
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2023 iv. The other laws as may be applicable specifically to Adequate notice is given to all directors to schedule the
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies the Company are: Based on the information and board meetings, agenda and detailed notes on agenda were
(Appointment and Remuneration of Managerial Personnel) Rules, 2014] explanations given to me by the Company, I report that sent at least seven days in advance, and a system exists for
adequate systems and processes are in place to monitor seeking and obtaining further information and clarifications
and ensure compliance with the provisions of other on the agenda items before the meeting and for meaningful
To Opinion applicable Acts including Employee Provident Fund Act, participation at the meeting.
The Members, Based on my verification of the Company’s books, papers, The Employees State Insurance Act, 1948 and other laws
I further report that there are adequate systems and
Dusters Total Solutions Services Private Limited minutes, forms and returns filed and other records maintained related to the industry as well as tax laws applicable to
processes in the company commensurate with the size and
#332/1, Corporate Miller, 3rd Floor, by the Company and also the information provided by the the Company.
operations of the company to monitor and ensure compliance
Thimmaiah Road, Vasanth Nagar, Company, its officers, agents and authorized representatives I have also examined compliance with the applicable clauses with applicable laws, rules, regulations and guidelines.
Bangalore – 560052 during the conduct of secretarial audit, I hereby report of Secretarial Standards issued by The Institute of Company
that in my opinion, the Company has, during the audit This report is to be read with my letter of even date, which is
I have conducted the secretarial audit of the compliance Secretaries of India.
period covering the financial year ended on March 31, 2023 annexed as Annexure A.
of applicable statutory provisions and the adherence
to good corporate practices by Dusters Total Solutions complied with the statutory provisions listed hereunder and I further report that
Services Private Limited (hereinafter called the Company) also that the Company has proper Board-processes and
The Board of Directors of the Company is duly constituted
(CIN: U74999KA2007PTC042734). Secretarial audit was compliance-mechanism in place to the extent, in the manner
with proper balance of Executive Directors, Non-Executive
conducted in a manner that provided me a reasonable basis and subject to the reporting made hereinafter: Jayarama Korikkar
Directors and Independent Directors.
for evaluating the corporate conducts/statutory compliances I have examined the books, papers, minutes, forms and FCS, LLB
and expressing my opinion thereon. The changes in the composition of the Board of Directors that Membership No.: F6236
returns filed and other records maintained by the Company
took place during the period under review were carried out C.P. No.: 6653
for the financial year ended on March 31, 2023 according to
Auditor’s Responsibility: in compliance with the provisions of the Act. Place: Bangalore Peer Review No.: 1458/2021
the provisions of:
My responsibility is to express opinion on the compliance with Date: May 3, 2023 UDIN: F006236E000242901
i. The Companies Act, 2013 (the Act) and the rules made
the applicable laws, act, rules or regulations in maintaining
thereunder;
their records, documents, statements by the company
based on audit. The audit was conducted in accordance with ii. The Depositories Act, 1996 and the Regulations and
Auditing Standards (CSAS-1 to CSAS-4) issued by the Institute Bye-laws framed thereunder;
of Company Secretaries of India (ICSI).
iii. The following Regulations and Guidelines prescribed
I have obtained reasonable assurance about whether the under the Securities and Exchange Board of India Act,
statements prepared, documents or Records maintained 1992 (‘SEBI Act’):
by the company are free from misstatement. Due to the
a. 
The Securities and Exchange Board of India
inherent limitations of an audit including internal, financial
(Registrars to an Issue and Share Transfer Agents)
and operating controls, there is an unavoidable risk that
Regulations, 1993.
some misstatements or material non-compliances may not
be detected, even though the audit is properly planned and b. 
The Securities and Exchange Board of India
performed in accordance with the Standards. (Depositories and Participants) Regulations, 2018.

96 SIS Limited Annual Report 2022-23 97


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Board’s Report (Contd.) Report on Corporate Governance


ANNEXURE A

To, I. Company’s Philosophy on Corporate ii. 


The Company has an effective mechanism
The Members, Governance for succession planning which focuses on
Dusters Total Solutions Services Private Limited The Company upholds the fundamental principles of orderly succession of the Board and Senior
#332/1, Corporate Miller, 3rd Floor, equity, fairness, integrity, transparency, accountability, Management Team.
Thimmaiah Road, Vasanth Nagar, and commitment to values in its Corporate Governance iii. As mandated by SEBI Listing Regulations, none of
Bangalore - 560052 practices. Across all its business segments, the Company the Directors on the Board holds directorships in
My report of even date is to be read along with this letter. ensures fair, transparent, and ethical governance more than ten public limited companies, serves as
practices, maintaining the highest standards of corporate independent director in more than seven listed
1. Maintenance of records is the responsibility of the management of the company. My responsibility is to express an governance. Corporate Governance is implemented entities and who are Executive Directors serves
opinion on these records based on my audit. through board governance processes, internal control as independent director in more than three
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the systems and processes, and audit mechanisms. listed entities. Further, none of the Directors is a
correctness of the contents of the records. The verification was done on test basis to ensure that correct facts are The Company’s core values include transparency, member of more than ten specified committees or
reflected in secretarial records. I believe that the processes and practices followed provide a reasonable basis for my employee engagement, ethics, and stakeholder chairperson of more than five specified committees
opinion. satisfaction, which guide its Corporate Governance across all the public companies in which he or she
practices. The Company has established a Code is a Director.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
of Conduct for its employees and Directors, which iv. No Director is related to any other Director on
4. Wherever required, I have obtained the management representation about the compliance of laws, rules, and regulations includes a Code of Conduct for Independent Directors the Board, except for Mr. Ravindra Kishore Sinha,
and happenings of events etc. incorporating their duties under the Companies Act, Mrs. Rita Kishore Sinha, Mr. Rituraj Kishore Sinha
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the 2013 (“the Act”). and Ms. Rivoli Sinha who are related inter se.
responsibility of the management. My examination was limited to the verification of procedures on test basis. Your Company confirms compliance with the applicable The Company has received declarations from its
6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or Corporate Governance requirements set forth in the Independent Directors stating that they meet the
effectiveness with which the management has conducted the affairs of the company. SEBI (Listing Obligations and Disclosure Requirements) criteria of independence as mentioned under
Regulations, 2015 (“SEBI Listing Regulations”). Mrs. Renu Regulation 16(1)(b) of the SEBI Listing Regulations
Mattoo served as an Independent Director until January and under Section 149(6) of the Act and are
Jayarama Korikkar 28, 2023 and the Company is actively seeking eligible qualified to act as Independent Directors. As per
Practicing Company Secretary and suitable candidates for the position of Independent Regulation 25(8) of the SEBI Listing Regulations, the
Membership No: F6236 Woman Director. Independent Directors have also confirmed that
CP No: 6653 they do not have any knowledge of circumstances
Date: May 3, 2023 Peer Review No.: 1458/2021 II. BOARD OF DIRECTORS or situations that could impair or impact their
Place: Bangalore UDIN: F006236E000242901 Your Company’s Board is well-balanced and diverse. ability to discharge their duties with an objective
Each director possesses the necessary qualifications, of independent judgement and without any
experience, and expertise in their respective functional external influence. In the opinion of the Board,
areas, enabling them to fulfill their responsibilities and the Independent Directors fulfill the conditions
provide strong leadership to the management team. specified in the SEBI Listing Regulations and are
independent of the management. Further, the
(a) Composition of the Board Independent Directors have included their names
i. The Company’s Board of Directors comprises of 10 in the Independent Directors data bank maintained
Directors. Out of these, 3 are Executive Directors by the Indian Institute of Corporate Affairs under
and 7 are Non-Executive Directors, including 5 Section 150 of the Act and Rule 6 of the Companies
Independent Directors. (Appointment and Qualification) Rules, 2014.

98 SIS Limited Annual Report 2022-23 99


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Report on Corporate Governance (Contd.)

v. The names and categories of the directors on the Board, along with their positions in other listed entities and the (b) Number of Board meetings
number of directorships, and committee chairmanships/memberships they hold in other public limited companies The Board meets at regular intervals to discuss and make decisions regarding the Company’s results, operations,
as on March 31, 2023, are as follows: business policies, strategies, and other matters.

Number of Directorships
Number of the During the year, the Board of Directors held seven meetings on April 19, 2022, May 4, 2022, June 29, 2022, July 26, 2022,
Committee positions
in other Companies
held in other Companies
Directorships in other November 2, 2022, February 2, 2023, and March 24, 2023. The necessary quorum was present for all the meetings and
Name of the Director Category (including the Company)* listed entity (Category of
(including the Company) # Directorship) the maximum time gap between any two consecutive meetings did not exceed 120 days.
Chairman Member Chairman Member
Mr. Ravindra Kishore Sinha Promoter, 1 9 - - - (c) Attendance of Directors
(Chairman) Executive The attendance of the Directors at the Board meetings and the last Annual General Meeting (AGM) held during the year
Mr. Rituraj Kishore Sinha Promoter, - 9 - 2 - under review are as under:
(Managing Director) Executive
Mr. Arvind Kumar Prasad Executive - 3 - - - Name of the Director
Number of board meetings Number of board Attended last AGM held
(Director – Finance) held during the tenure meeting attended on August 30, 2022

Mrs. Rita Kishore Sinha Non-Executive - 10 - - - Mr. Ravindra Kishore Sinha 7 7 Yes
(Non-Executive Director) Mr. Rituraj Kishore Sinha 7 6 Yes
Ms. Rivoli Sinha Non-Executive - 9 - - - Mr. Arvind Kumar Prasad 7 6 Yes
(Non-Executive Director)
Mrs. Rita Kishore Sinha 7 6 Yes
Mr. Upendra Kumar Sinha Independent 1 4 5 3 1. Vedanta Limited
(Independent Director) (Independent) Ms. Rivoli Sinha@ 3 2 NA
2. Havells India Limited Mr. Upendra Kumar Sinha# 5 5 Yes
(Independent) Mr. Uday Singh$ 7 6 Yes
3. Housing Development
Finance Corporation Mr. Devdas Apte^ 4 4 No
Limited (Independent) Mr. Amrendra Prasad Verma^ 4 4 Yes
4. New Delhi Television Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan 7 7 Yes
Limited (Independent)
Mr. Rajan Krishnanath Medhekar^ 4 4 Yes
Mr. Uday Singh Independent - 9 - - -
Mrs. Renu Mattoo* 5 5 No
(Independent Director)
Mr. Sunil Srivastav 7 7 Yes
Mr. Tirumalai Cunnavakaum Independent - 2 2 0 Orient Electric Limited
Anandanpillai Ranganathan (Independent) Mr. Rajan Verma 7 7 Yes
(Independent Director)
Mr. Sunil Srivastav Independent - 5 2 3 CSB Bank Limited
@
Appointed as a Non-Executive Director effective November 2, 2022
(Independent Director) (Independent) #
Appointed as an Independent Director effective June 29, 2022.
Mr. Rajan Verma Independent - 2 0 1 -
$
Appointed as an Independent Director effective July 26, 2022.
(Independent Director) ^
Ceased to be the Directors of the Company upon completion of their second term at the close of business hours on September 24, 2022.
*
Ceased to be the Director of the Company upon completion of her second term at the close of business hours on January 28, 2023.
* E xcludes Private Limited Companies (which are not subsidiaries of public companies), Foreign Companies, LLPs and Companies
registered under Section 8 of the Act (i.e., companies with charitable objects).
#
Includes only Audit Committee and Stakeholders’ Relationship Committee as per the provisions of SEBI Listing Regulations. (d) Directors with pecuniary relationship or business transaction with the Company
There is no pecuniary or business relationship between the Non-Executive Directors and the Company, except for the
The Board is duly supported by the Management in ensuring the effective functioning of the Company. The Board
sitting fees and commission payable to the Non-Promoter Non-Executive Directors, in accordance with the applicable
oversees the Company’s overall performance and directs the activities of the Management towards achieving the
laws and with the approval of the shareholders.
set goals. Additionally, the Board establishes corporate behavior standards, promotes transparency in corporate
dealings and ensures compliance with the laws and regulations. The Executive Directors receive salary, perquisites and allowances, while the Non-Promoter Non-Executive Directors
receive sitting fees for attending meetings of the Board and Committees and commission as approved by the shareholders
Furthermore, the Board conducts periodic reviews of all relevant information that must be presented to it in
and Promoter Non-Executive Directors receive sitting fees for attending meetings of the Board and Committees.
accordance with the SEBI Listing Regulations.

100 SIS Limited Annual Report 2022-23 101


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Report on Corporate Governance (Contd.)

(e) Remuneration of Directors (g) Skills/Expertise/Competence of Board of Directors


(i) Details of remuneration paid to Executive Directors during the year under review are as under: The Board is composed of qualified members who possess the necessary skills, expertise and competencies required
(in H) to make effective contributions to the Board and its Committees. The Board of Directors has identified the core skills,
Perquisites, Performance Stock Option expertise, and competencies necessary for the effective functioning of the Company’s business, as follows.
Name of the Director Salary allowances and linked details, Total
other benefits incentive if any, Strategy and Planning Experience in reviewing and guiding corporate strategy, annual budgets and business plans and overseeing
Mr. Ravindra Kishore Sinha, Chairman 1,26,12,000 1,00,99,584 - - 2,27,11,584 major capital expenditures and acquisitions.
Mr. Rituraj Kishore Sinha, Managing Director 44,16,000 52,75,296 - - 96,91,296 Governance Experience in developing governance practices, protecting the interests of stakeholders, and building long-
Mr. Arvind Kumar Prasad, Director – Finance 25,90,000 30,87,532 - - 56,77,532 term effective stakeholder engagements.
Finance Ability to understand the (a) financial statements; (b) accounting principles used for the preparation of the
Notes: financial statements; (c) internal controls; and (d) procedures for financial reporting.
1. The above figures do not include provision for gratuity, leave encashment and premium paid for health insurance and the Leadership Experience in understanding the organizational processes, strategic planning, and risk management, as well
contribution paid by the Company towards provident fund. as the ability to effectively represent the Company’s vision, mission, and values to key stakeholders.
2. The appointment of Managing Director and Whole-Time Director may be terminated by three months’ notice in writing on either Sustainability Ability to provide guidance on corporate social responsibility activities for the betterment of society at large.
side and no severance fees is payable to the Managing Director and Whole-Time Director of the Company.
Risk Management Knowledge of risk management, risk frameworks, mitigation of risks with respect to the business of the
Company.
(ii) Details of remuneration paid to Non-Executive Directors during the year under review are as under:
Members have approved payment of commission to the Non-promoter Non-Executive Directors of an amount not Directors possess the following skills/expertise/competence:
exceeding 1% per annum of the net profit of the Company. The amount of commission payable to the Directors is
determined after assigning weightage to various factors, which inter-alia, include providing strategic perspective, Sl.
Director Name Skill/ expertise/ competence
No.
Chairmanship, contributions made by the Directors, type of the meeting and responsibilities under various statutes,
1. Mr. Ravindra Kishore Sinha Finance, Governance, Leadership, Board Experience, Strategy and M&A, Risk Management,
performance evaluation etc., the Board has approved payment of H 58.13 Lakh as commission to the Non-promoter Marketing, Supply Chain, Sustainability and Subject Expertise
Non-Executive/Independent Directors.
2. Mr. Rituraj Kishore Sinha Finance, Governance, Leadership, Board Experience, Strategy and M&A, Risk Management,
Details of remuneration paid to the Non-promoter Non-Executive/Independent Directors for FY 2022-23 are Marketing, Supply Chain, Sustainability, and Subject Expertise
as under: 3. Mr. Arvind Kumar Prasad Finance, Governance, Board Experience, Digital Tech, Audit, Tax, Risk Management, Sustainability
and Subject Expertise
(in H)
4. Mrs. Rita Kishore Sinha Board Experience, Legal Experience, Strategy and Planning and Subject Expertise
Sitting Fees (for Board
Name of the Director Commission Total 5. Ms. Rivoli Sinha Finance, Leadership, Board Experience, Strategy and Planning and Subject Expertise
and the Committees)
6. Mr. Upendra Kumar Sinha Strategy and Planning, Governance, Finance, Leadership, Board Experience, Risk Management
Mrs. Rita Kishore Sinha 6,00,000 - 6,00,000 and Subject Expertise
Ms. Rivoli Sinha 2,00,000 - 2,00,000 7. Mr. Uday Singh Finance, Governance, Leadership, Board Experience, Strategy and M&A, Risk Management,
Mr. Upendra Kumar Sinha 9,00,000 - 9,00,000 Sustainability and Subject Expertise
Mr. Uday Singh 14,00,000 7,57,500 21,57,500 8. Mr. TCA Ranganathan Finance, Governance, Board Experience, Sustainability, Risk Management and Subject Expertise
Mr. Devdas Apte# 4,00,000 7,57,500 11,57,500 9. Mr. Sunil Srivastav Finance, Governance, Board Experience, Risk Management, Sustainability and Subject Expertise
Mr. Amrendra Prasad Verma# 12,00,000 7,57,500 19,57,500 10. Mr. Rajan Verma Finance, Governance, Board Experience, Legal Experience and Risk Management
Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan 24,00,000 7,57,500 31,57,500
Mr. Rajan Krishnanath Medhekar# 9,00,000 7,57,500 16,57,500
Mrs. Renu Mattoo@ 6,00,000 7,57,500 13,57,500 (h) Meeting of Independent Directors (i) Code of conduct
Mr. Sunil Srivastav 21,00,000 7,57,500 28,57,500 A separate meeting of the Independent Directors was The Board of Directors has laid down a ‘Code of Conduct’
Mr. Rajan Verma 13,00,000 5,10,600 18,10,600 held on November 2, 2022, without the presence of for the Board of Directors and Senior Management which
Total 1,20,00,000 58,13,100 1,78,13,100 Non-Independent Directors and the management, inter- is available on the Company’s website at https://sisindia.
#
Ceased to be the directors upon completion of their second term at the close of business hours on September 24, 2022. alia, to discuss (a) Evaluation of the performance of the com/wp-content/uploads/2023/02/Code-of-Conduct-
@
Ceased to be the director upon completion of her second term at the close of business hours on January 28, 2023. Non-Independent and the Board of Directors as a whole, for-Board-of-Direc tors-and-Senior-Management-
(b) Evaluation of the performance of the Chairman of Personnel.pdf
During the year under review, there was no pecuniary relationship or transaction between the Company and its the Company, taking into account the views of the
Non-Executive Directors. All Board members and Senior Management Personnel
Executive Directors and Non-Executive Directors and
have confirmed compliance with the Code of Conduct
(c) Evaluation of the quality, quantity and timelines of
(f) Number of shares and convertible instruments held by Non-Executive Directors applicable to them during the year ended March 31,
flow of information between the Management and the
2023. A declaration to that effect signed by the Managing
The details of equity shares of the Company held by Non-Executive Directors as on March 31, 2023 are given below: Board, that is necessary for the Board to effectively and
Director forms part of this Report.
reasonably perform its duties.
Name of the Director and Category Number of equity shares held
Mrs. Rita Kishore Sinha, Non-Executive 2,33,12,364 The Independent Directors expressed satisfaction with
Ms. Rivoli Sinha, Non-Executive 47,27,632
the overall performance of the Directors and the Board
as a whole.

102 SIS Limited Annual Report 2022-23 103


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Report on Corporate Governance (Contd.)

(j) Familiarization Programme for Independent Chairman of the Board, in compliance with the provisions securities by designated persons and taking appropriate III. Committees of the Board
Directors of the Act and the SEBI Listing Regulations. As per the action in case of any violation/non-compliance of the The Board has constituted various Committees in
The Familiarization program aims to provide insight to evaluation framework, evaluation forms are circulated Company’s Insider Trading Code. accordance with the provisions of the Listing Regulations
the Independent Directors to understand the nature of separately to evaluate the Board and its Committees, and the Act.
the Company in which the Company operates, business Independent Directors/Non-Executive Directors, (n) Directors and Officers Insurance
Executive Directors, and the Chairman of the Company. As of March 31, 2023, the Company had 5 mandatory
model of the Company, its stakeholders, leadership team, In accordance with the requirements of Regulation
Committees of the Board, which are Audit Committee,
senior management, operations, policies and industry The Board of directors has carried out an annual 25(10) of the SEBI Listing Regulations, the Company has
Nomination and Remuneration Committee, Stakeholders’
perspective and issues. The Independent Directors are evaluation of its performance, board committees and obtained Directors and Officers Insurance (D&O) for all
Relationship Committee, Corporate Social Responsibility
made aware of their roles, rights, and responsibilities at individual directors, in accordance with the provisions its Directors and Members of the Senior Management
(CSR) Committee and Risk Management Committee.
the time of their appointment/re-appointment through of the Act and SEBI Listing Regulations. for such quantum and for such risks as determined by
a formal letter of appointment. the Board. Each committee has specific terms of reference, and
The evaluation of the Board was based on criteria such their role is to assist the Board in making informed
In addition to the above, the familiarization program for as the board composition, structure, meetings and (o) Acceptance of recommendation of Committees decisions and ensuring compliance with applicable laws
Independent Directors forms part of the Board process. procedures, information and functioning etc. and the

The Board of Directors has accepted all the and regulations.
On an on-going basis, the Directors are familiarised with performance of the committees was evaluated based
the Company’s business, its operations, business plans, recommendations received from its mandatory/ Details of the role and composition of each committee,
on criteria such as the composition of committees,
strategy, functions, policies and procedures and the non-mandator y committees and none of the including the number of meetings held during the
effectiveness of committee meetings, etc. Independent
performance of subsidiaries at the Board and Committee recommendations made by any of the Committees has financial year and attendance at meetings, are
Directors were evaluated based on participation,
meetings. Changes in the regulatory framework and been rejected by the Board. provided below.
decision-making capacity, strategic perspective,
its impact on the operations of the Company are also Chairmanship of Committees, attendance, and
presented at the Board/Committee meetings. preparedness for the meetings etc.
A. Audit Committee
The details of the familiarization program for The performance of Non-Independent Directors, the
Independent Directors are available on the Company’s The Audit Committee comprises three Independent Directors viz. Mr. TCA Ranganathan, Mr. Sunil Srivastav and
Board as a whole, and the Committees of the Board
website and the weblink is https://sisindia.com/wp- Mr. Rajan Verma. All members of the Audit Committee possess accounting or financial management knowledge and
were evaluated by Independent Directors in a separate
content/uploads/2023/02/Familiarisation-programme- are financially literate.
meeting. The Independent Directors also evaluated the
for-Independent-Directors-1.pdf. performance of the Chairman of your Company, taking During the year under review, 6 Audit Committee meetings were held on May 4, 2022, June 2, 2022, July 26, 2022,
into account the views of Executive Directors and Non- November 2, 2022, February 2, 2023 and March 27, 2023 and the gap between the two meetings did not exceed one
(k) Nomination and Remuneration Policy Executive Directors. hundred and twenty days.
The Remuneration Policy is available on the Company’s
The criteria used for evaluation were based on the The composition of the Audit Committee and details of the meetings attended by the Members are given below.
website and the weblink is https://sisindia.com/
Guidance Note on Board Evaluation issued by the
w p - content /uploads / 202 3/05/ Nomination -and - No. of meetings held No. of meetings
Securities and Exchange Board of India on January Name Category Position
Remuneration-Policy-1.pdf during the tenure attended
5, 2017.
Mr. Amrendra Prasad Verma* Independent Chairman 3 3
Remuneration of Directors Mr. TCA Ranganathan Independent Chairman 6 6
(m) Prevention of Insider Trading
Based on the recommendation of the Nomination Mr. Rajan Krishnanath Medhekar* Independent Member 3 3
As per the provisions of the SEBI (Prohibition of Insider Mr. Sunil Srivastav Independent Member 6 6
and Remuneration Committee, the Board of Directors
Trading) Regulations, 2015, your Company adopted a Mr. Rajan Verma# Independent Member 3 3
recommends all decisions relating to the remuneration
Code of Conduct to regulate, monitor and report trading
of Directors to the Members for their approval, * Ceased to be the member of the Committee w.e.f September 24, 2022.
by designated persons in securities of the Company.
wherever necessary. #
Appointed as the member of the Committee w.e.f September 24, 2022.
The Insider Trading Code has been implemented to
The Company pays remuneration to the Executive
prevent the misuse of unpublished price-sensitive During the year, the Audit Committee was reconstituted The Chairman of the Audit Committee briefs the Board
Directors by way of salary, perquisites, and allowances.
information and set a framework, rules, and procedures on July 26, 2022, with the changes becoming effective on the discussions held during Audit Committee
Non-Executive Directors are paid a sitting fee of
that all concerned parties should follow, both in letter from September 24, 2022. meetings. Quarterly Reports on matters relating to the
H 100,000 per meeting for attending the meetings of the
and spirit, while trading in listed or proposed to be listed Insider Trading Code are placed before the Committee.
Board and Committees. Shareholders have approved The Director-Finance and Chief Financial Officers
securities of the Company.
the payment of commission to the Non-Promoter are permanent invitees to the meetings of the Audit The terms of reference of the Audit Committee include
Non-Executive Directors of an amount not exceeding The policy and procedures are periodically reviewed Committee. The Statutory Auditors and Internal Auditors the following:
1% per annum of the net profits of the Company. and revised from time to time and communicated to are also invited to the meetings.
the designated persons. A digital platform is being (a) Oversight of the Company’s financial reporting
(l) Performance Evaluation maintained by the Company, which contains the names The Company Secretary acts as the Secretary to process and the disclosure of its financial
and other prescribed particulars of the persons covered the Committee. information to ensure that the financial statement
A formal evaluation framework in place for the evaluation
under the Insider Trading Code. This online tracking is correct, sufficient, and credible;
of the Board’s performance, the performance of its The Chairman of the Audit Committee was present at
committees, and individual Directors, including the mechanism helps for monitoring trade in the Company’s the last AGM of the Company held on August 30, 2022.

104 SIS Limited Annual Report 2022-23 105


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Report on Corporate Governance (Contd.)

(b) Recommendation for appointment, remuneration (k) Evaluation of internal financial controls and risk The Audit Committee mandatorily reviews the (d) 
A ppointment, removal and terms of
and terms of appointment of auditors of management systems; following information: remuneration of the chief internal auditor
the Company; shall be subject to review by the Audit
(l) Reviewing, with the management, performance of (a) 
Management discussion and analysis of
Committee; and
(c) Approval of payment to statutory auditors for any statutory and internal auditors, adequacy of the financial condition and results of operations;
other services rendered by them; internal control systems; (e) statement of deviations in terms of the SEBI
(b) Management letters / letters of internal control
Listing Regulations:
(d) 
Reviewing, with the management, the annual (m) Reviewing the adequacy of internal audit function, weaknesses issued by the statutory auditors
financial statements and auditor’s report thereon if any, including the structure of the internal audit of the Company; (i) quarterly statement of deviation(s) including
before submission to the Board for approval, with department, staffing and seniority of the official report of monitoring agency, if applicable,
(c) 
Internal audit reports relating to internal
particular reference to: heading the department, reporting structure submitted to stock exchange(s); and
control weaknesses;
coverage and frequency of internal audit;
(i) 
matters required to be included in the (ii) 
annual statement of funds utilised for
Director’s Responsibility Statement to be (n) Discussion with internal auditors of any significant purposes other than those stated in the offer
included in the board of directors’ report in findings and follow up thereon; document/prospectus/notice.
terms of clause (c) of sub-section 3 of Section
(o) Reviewing the findings of any internal investigations
134 of the Companies Act, 2013;
by the internal auditors into matters where there
B. Nomination and Remuneration Committee
(ii) changes, if any, in accounting policies and is suspected fraud or irregularity or a failure of
practices and reasons for the same; internal control systems of a material nature and The Nomination and Remuneration Committee (“NRC”) comprises three Independent Directors viz. Mr. Upendra Kumar
reporting the matter to the Board; Sinha, Mr. TCA Ranganathan and Mr. Sunil Srivastav.
(iii) major accounting entries involving estimates
based on the exercise of judgment by the (p) Discussion with statutory auditors before the audit During the year under review, 4 meetings of NRC were held on April 19, 2022, June 20, 2022, July 26, 2022, and October
management of the Company; commences, about the nature and scope of audit 20, 2022. The Chairman of the NRC was present at the last AGM held on August 30, 2022.
as well as post-audit discussion to ascertain any
(iv) significant adjustments made in the financial The composition of the NRC and details of the meetings attended by the Members are given below:
area of concern;
statements arising out of audit findings;
(q) To look into the reasons for substantial defaults in Name Category Position
No. of meetings held No. of meetings
(v) 
compliance with listing and other legal during the tenure attended
the payment to the depositors, debenture holders,
requirements relating to financial statements; Mr. TCA Ranganathan Independent Member 4 4
shareholders (in case of non-payment of declared
(vi) disclosure of any related party transactions; and dividends) and creditors; Mr. Upendra Kumar Sinha# Independent Chairman 1 1
Mr. Amrendra Prasad Verma* Independent Member 3 3
(vii) modified opinion(s) in the draft audit report. (r) 
Reviewing the functioning of the whistle
Mr. Sunil Srivastav Independent Member 4 4
blower mechanism;
(e) Reviewing, with the management, the quarterly #
Appointed as the member and chairman of the Committee w.e.f September 24, 2022.
financial statements before submission to the (s) Approval of the appointment of the Chief Financial
* Ceased to be the member of the Committee w.e.f September 24, 2022.
board of directors for their approval; Officer of the Company after assessing the
qualifications, experience and background, etc. of
(f) Reviewing, with the management, the statement During the year, NRC was reconstituted on July 26, 2022, (d) Recommend to the Board all remuneration payable
the candidate;
of uses / application of funds raised through an with the changes becoming effective from September to Senior Management;
issue (public issue, rights issue, preferential issue, (t) Reviewing the utilization of loans and/ or advances 24, 2022. The Company Secretary acts as the Secretary
(e) Devise a policy on diversity of the Board;
etc.), the statement of funds utilised for purposes from/investment by the holding company in the to the Committee.
other than those stated in the offer document / subsidiary exceeding C 100 Crore or 10% of the (f) To consider whether to extend or continue the term
The terms of reference of the Nomination and
prospectus / notice and the report submitted by asset size of the subsidiary, whichever is lower of appointment of Independent Directors, on the
Remuneration Committee includes the following:
the monitoring agency monitoring the utilisation of including existing loans / advances / investments basis of the report of performance evaluation of
proceeds of a public or rights issue or preferential existing as on the date of coming into force of (a) identify persons who are qualified to become Independent Directors;
issue or Qualified Institutions Placement, and this provision; directors and who may be appointed in senior
(g) Carrying out such functions as are required to
making appropriate recommendations to our management in accordance with the criteria laid
(u) Reviewing the rationale, cost-benefits and impact of be performed by the Compensation Committee
board of directors to take up steps in this matter; down and recommend to the board of directors
schemes involving merger, demerger, amalgamation under the SEBI (Share Based Employee Benefits
their appointment and removal;
(g) 
R eviewing and monitoring the auditor ’s etc., on the listed entity and its shareholders. and Sweat Equity) Regulations, 2021; and
independence and performance, and effectiveness (b) Formulate the criteria for determining qualifications,
(v) Carrying out any other function as is mentioned in (h) 
Carr ying out such other activities as may
of audit process; positive attributes and independence of a director
the terms of reference of the Audit Committee and be delegated by the Board or specified/
and recommend to the Board a policy, relating to
(h) 
Approval or any subsequent modification of any other terms of reference as may be decided provided under the Companies Act, 2013 or
the remuneration of the Directors, Key Managerial
transactions of the Company with related parties; by the Board of directors of the Company or by the SEBI (Listing Obligations and Disclosure
Personnel and other employees;
specified/provided under the Companies Act, 2013 Requirements) Regulations, 2015 or by any other
(i) Scrutiny of inter-corporate loans and investments;
or by the SEBI (Listing Obligations and Disclosure (c) 
Formulate the criteria for evaluation of the regulatory authority.
(j) Valuation of undertakings or assets of the Company, Requirements) Regulations, 2015 or by any other performance of the Board, its Committees and
wherever it is necessary; regulatory authority; individual directors;

106 SIS Limited Annual Report 2022-23 107


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Report on Corporate Governance (Contd.)

C. Stakeholders’ Relationship Committee D. Corporate Social Responsibility Committee


The Stakeholders’ Relationship Committee comprises three Independent Directors viz., Mr. Upendra Kumar The Corporate Social Responsibility Committee comprises three directors viz. Mr. Ravindra Kishore Sinha, Mr. Uday Singh
Sinha, Mr. Rituraj Kishore Sinha, and Mr. Sunil Srivastav. The Committee is headed by Mr. Upendra Kumar Sinha, and Mr. Arvind Kumar Prasad.
Independent Director.
During the year, one meeting of the CSR Committee was held on September 20, 2022.
During the year under review, one Stakeholders Relationship Committee meeting was held on November 2, 2022.
The Composition of the CSR Committee and details of the meetings attended by the Members are given below:
The composition of the Stakeholders Relationship Committee and details of the meeting attended by Members are
No. of meetings held No. of meetings
given below: Name Category Position
during the tenure attended

No. of meetings held No. of meetings Mr. Ravindra Kishore Sinha Executive Chairman 1 1
Name Category Position
during the tenure attended Mr. Rajan Krishnanath Medhekar* Independent Member 1 1
Mr. Amrendra Prasad Verma* Independent Chairman Nil NA Mr. Uday Singh Independent Member 1 1
Mr. Upendra Kumar Sinha# Independent Chairman 1 1 Mr. Arvind Kumar Prasad #
Executive Member Nil NA
Mr. Rituraj Kishore Sinha Executive Member 1 1
* Ceased to be the member of the Committee w.e.f September 24, 2022
Mr. Sunil Srivastav Independent Member 1 1
#
Appointed as the member of the Committee w.e.f September 24, 2022
* Ceased to be the member of the committee w.e.f September 24, 2022
#
Appointed as the member and chairman of the committee w.e.f September 24, 2022 During the year, CSR Committee was reconstituted on July 26, 2022, with the changes becoming effective from September
24, 2022.
During the year, SRC was reconstituted on July 26, 2022, (c) overseeing the performance of the registrars and
The terms of reference of the Corporate Social Responsibility Committee includes the following:
with the changes becoming effective from September transfer agents of our Company and to recommend
24, 2022. Ms. Pushpalatha Katkuri, Company Secretary measures for overall improvement in the quality of (a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities
acts as Secretary to the Committee and is the Compliance investor services; to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013;
Officer of the Company.
(d) 
establishing and approving a framework for (b) To recommend the amount of expenditure to be incurred on the activities referred to in clause (a) of sub-section
The Chairman of the Stakeholders’ Relationship investor communication and engagement, (3) of Section 135 of the Companies Act, 2013; and
Committee was present at the last AGM held on August monitoring its implementation, periodical reviews
(c) To monitor the Corporate Social Responsibility Policy of the Company from time to time.
30, 2022. for effectiveness;

The terms of reference of the Stakeholders’ Relationship (e) 


stakeholders’ engagement and establishing E. Risk Management Committee
Committee includes the following: a structured framework for identification, The Risk Management Committee comprises three Independent Directors viz. Mr. Upendra Kumar Sinha, Mr. Sunil
consultation, prioritising and addressing concerns Srivastav and Mr. Rajan Verma.
(a) redressal of all security holders’ and investors’
and needs in a consistent and transparent
grievances such as complaints related to transfer During the year, two meetings of the Risk Management Committee were held on April 6, 2022 and October 5, 2022.
manner; and
of shares, including non-receipt of share certificates
and review of cases for refusal of transfer/ (f) 
carrying out such other functions as may be The Composition of the Risk Management Committee and details of the meetings attended by the Members are
transmission of shares and debentures, non-receipt specified by the Board from time to time or given below:
of balance sheet, non-receipt of declared dividends, specified/provided under the Act or SEBI Listing
non-receipt of annual reports, etc. and assisting Regulations, or by any other regulatory authority. Name Category Position
No. of meetings held No. of meetings
during the tenure attended
with quarterly reporting of such complaints;
The details of the shareholder’s complaints received Mr. Amrendra Prasad Verma* Independent Chairman 1 1
(b) giving effect to all transfer/transmission of shares Mr. Upendra Kumar Sinha# Independent Chairman 1 1
and redressed during the financial year ended March 31,
and debentures, dematerialization of shares
2023 are provided below: Mr. Rajan Krishnanath Medhekar* Independent Member 1 1
and rematerialisation of shares, split and issue
Mr. Sunil Srivastav Independent Member 2 2
of duplicate/consolidated share certificates, Opening Received Resolved Closing
Mr. Rajan Verma Independent Member 2 2
compliance with all the requirements related to balance during the year during the year balance
shares, debentures and other securities from time - 0 0 - *Ceased to be the members of the Committee w.e.f September 24, 2022
to time; # Appointed as the member and chairman of the Committee w.e.f September 24, 2022

108 SIS Limited Annual Report 2022-23 109


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Report on Corporate Governance (Contd.)

During the year, Risk Management Committee was (f) Providing periodic updates to the Board on the b. Details of special resolutions passed through postal ballot, the persons who conducted the postal
reconstituted on July 26, 2022, with the changes risks related to key business objectives and their ballot exercise and details of the voting pattern
becoming effective from September 24, 2022. mitigation and also the nature and content of its I. Date of Postal Ballot Notice : June 29, 2022
discussions, recommendations and actions to
The Chief Financial Officer is the permanent invitee to Voting Period : July 14, 2022 (from 09:00 hrs. IST) to August 12, 2022 (to 17:00 hrs. IST).
be taken;
the Committee meetings. The Company Secretary acts Date of Declaration of Result : August 13, 2022
as the secretary to the Committee. (g) Ensuring effectiveness of risk mitigation measures;
Date of Approval : August 12, 2022
The terms of reference of the Risk Management (h) Reviewing and recommendation of changes as Person who conducted the postal ballot : Mr. Sudhir V Hulyalkar, Company Secretary in Practice, Bangalore, was
Committee includes the following: required to ensure that the Company always appointed to act as the Scrutinizer for conducting the postal ballot and
has in place a risk management policy which e – voting process.
(a) Developing business continuity plan by way of
addresses the strategic, operational, financial and
identifying and prioritising market risks, strategic Details of Voting
compliance risks;
and operational risks including data security,
compliance risks, sustainability risks and financial (i) Setting up of reporting guidelines for management No. of Votes Votes cast in favor Votes cast against
Resolution Description
Polled No. of Votes % No. of Votes %
and reporting risks, developing appropriate to report to the Committee on the effectiveness of
mitigation strategies and conducting periodic the Company’s management of its business risks; Appointment of Mr. Upendra Kumar Sinha (DIN: 00010336) 12,52,55,617 12,52,43,400 99.9902 12,217 0.0098
reviews of the progress on the management of as an Independent Director of the Company
(j) Reviewing the risk profiles and evaluating the Buyback of up to 14,54,545 Equity Shares at a price of H 550/- 12,52,55,820 12,52,55,413 99.9997 407 0.0003
identified risks;
measures taken to mitigate the business risks; per Equity Share, on a proportionate basis, through the
(b) Implementation and maintaining a risk management “tender offer” route in accordance with the Companies Act
(k) Reviewing the nature and level of insurance coverage; and the SEBI Buyback Regulations
framework which identifies, assesses, manages and
monitors the Company’s business risks; (l) Reviewing periodically the key risk indicators and
management response thereto; Procedure for postal ballot V. Other disclosures
(c) 
To put in place the appropriate systems and
procedures to proactively monitor and manage (m) Monitoring and overseeing the implementation In compliance with Section 108 and 110 and other i. Disclosures regarding Board of Directors
the inherent risks in businesses with relatively of the policy and effectively contributing the applicable provisions of the Act, read with the Rules made The Company has received declarations from all the
high-risk profiles; early identification of risks and proper mitigation thereunder, and the Circulars issued by the Ministry of Independent Directors of the Company confirming that
process including evaluation of the adequacy of risk Corporate Affairs in relation to “clarification on passing they meet the criteria of Independence as prescribed
(d) Formulation and deployment of risk management of ordinary and special resolutions by companies under
management systems; and under the Act and Regulation 16 (1) (b) of the SEBI
policies and procedures; the Act and the Rules made thereunder”, the Company Listing Regulations.
(n) 
carrying out such other functions as may be had provided electronic voting (e-voting) facility, to
(e) 
Facilitating the execution of risk management
specified by the Board from time to time or all its members through e-voting platform of Central A detailed profile of the Directors who are seeking
practices;
specified/provided under the Act or SEBI Listing Depository Services (India) Limited. re-appointment at the ensuing AGM of the Company
Regulations, or by any other regulatory authority. is given under the explanatory statement to the Notice
Postal ballot notices were sent only through electronic convening the AGM of the Company.
IV. General Body Meetings mode to those members whose e-mail addresses
were registered with the Company/Depositories as on ii. Means of Communication
a. Details of the General Meetings of the Company held in the last three years along with details of the record date and all the notices were placed on the
• Copies of the press release, quarterly presentations
special resolutions as passed by the Members, are given below: Company’s website for information of the members. The
on the Company’s performance, official news release
Company had also published notices in the newspapers
Financial Year Date, Time, and Venue Particulars of special resolution and presentation made to Institutional Investors/
about the postal ballot and the process as required
2019-20 Annual July 20, 2020 at 12:00 p.m. 1. 
Re-appointment of Mrs. Renu Mattoo as an Independent Director and Analysts are hosted on the Company’s website at
under the Act and applicable rules.
General Meeting through Video Conferencing/ continuation of Mrs. Mattoo, as a Non-Executive Director. www.sisindia.com.
Other Audio-Visual Means 2. 
Re-appointment of Mr. Rajan Krishnanath Medhekar as an Independent Voting rights were reckoned on the paid-up value of the
Director of the Company. • Quarterly/half-yearly/annual results of the Company
shares registered in the names of the members as on
2020-21 Annual June 25, 2021 at 12:00 p.m. 1. Revision in the remuneration of Mr. Arvind Kumar Prasad, Director Finance of are usually published in Financial express (all
the cut-off date.
General Meeting through Video Conferencing/ the Company. editions), Hindustan Hindi (Patna edition). The results
Other Audio-Visual Means The consolidated results of the voting were submitted along with notes/presentations on the results of the
2021-22 Annual August 30, 2022 at 12:00 Noon 1. Appointment of Mr. Uday Singh as an Independent Director of the Company. to the stock exchanges and displayed on the Company’s quarter are displayed on the website of the Company,
General Meeting at Hotel Maurya, Fraser Road, 2. Re-appointment of Mr. Sunil Srivastav as an Independent Director of the website, www.sisindia.com. www.sisindia.com.
Patna – 800 001 Company.
3. Alteration of the Articles of Association of the Company.
• At the end of each quarter, the Company organizes
c. Details of special resolution proposed to be
earnings call with the analysts and investors and
conducted through postal ballot
the transcripts of the same are uploaded on the
No special resolution is proposed to be conducted Company’s website.
through postal ballot.
• Disclosures pursuant to various provisions of the
SEBI Listing Regulations, as applicable, are promptly

110 SIS Limited Annual Report 2022-23 111


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Report on Corporate Governance (Contd.)

communicated to the stock exchanges where actively seeking suitable and eligible candidates to The subsidiaries of the Company function independently, with an adequately empowered Board of Directors and
the shares of the Company are listed and are also fill the position of Independent Woman Director and necessary management resources.
displayed on the Company’s website. that a delay of one day in convening a meeting of the
Risk Management Committee had occurred due to VIII. General Shareholder Information
iii. Details of material related party transactions intervening holidays and non-availability of all members. i. Annual General Meeting for FY 2022-23
that may have potential conflict with the
There have been no instances of non-compliances by Date : June 30, 2023
interests of the Company
the Company on any matters related to capital markets Day : Friday
During the year under review, there were no material during the last three years and no penalty or strictures
related party transactions which have a potential Time : 12:00 Noon (IST)
have been imposed by SEBI or the Stock Exchanges or
conflict with the interest of the Company at large. All any statutory authority. Venue :H
 otel Maurya, Fraser Road, Patna- 800001
contracts/arrangements/transactions entered into by
your Company with its related parties were at arm’s vi. Compliance with mandatory requirements ii. Financial Calendar:
length basis and in the ordinary course of business. All Financial Year of the Company :A
 pril 01, to March 31
The Company has complied with all the mandatory
related party transactions were approved by the Audit
requirements under the SEBI Listing Regulations. For the quarter ending June 30, 2023 : July, 2023
Committee and are reviewed by the Audit Committee on
a quarterly basis. For the quarter/half-year ending September 30, 2023 : November, 2023
vii. Status of Compliance of non-mandatory
For the quarter/nine-months ending December 31, 2023 : February, 2024
The policy on related party transactions is available requirement
on the Company’s website and the weblink is https:// For the quarter/year ending March 31, 2024 : May, 2024
a. Modified Opinion(s) in Audit Report
sisindia.com/wp-content/uploads/2023/02/Policy-on- 40 Annual General Meeting for the year ending March 31, 2024 : June, 2024
th
The Auditors have issued an unmodified opinion
dealing-with-Related-Party-Transactions.pdf
on the standalone and consolidated financial iii. Dividend payment date : N.A.
statements of the Company. iv. Date of Book Closure/Record date : N.A.
iv. Whistle Blower Policy
The Company has established a Vigil Mechanism for v. Listing on stock exchanges :
b. Reporting of Internal Auditor
reporting concerns through the Whistle Blower Policy
Internal auditors make quarterly presentations to Equity Shares
of the Company. The Policy provides for a framework
the audit committee on their reports. BSE Limited (BSE) National Stock Exchange of India Limited (NSE)
and process, for the employees and directors to report
Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C–1, G Block,
genuine concerns or grievances about illegal or unethical
c. Shareholder rights Dalal Street, Mumbai – 400 001 Bandra-Kurla Complex, Bandra (East),
behavior, actual or suspected fraud, actions that affect
the financial/accounting matters of the Company, A quarterly announcement of financial performance Tel: 022-22721233/34 Mumbai – 400 051
leaking of confidential or proprietary information . with key highlights was sent to every member. Website: www.bseindia.com Tel: 022 26598100 - 8114
The mechanism also provides for direct access to Website: www.nseindia.com
VI. None of the Directors of the Company has been debarred
the Chairman of the Audit Committee. No personnel or disqualified from being appointed or continuing as
has been denied access to the Chairman of the Audit directors of companies by the Securities and Exchange Annual Listing fee has been paid to BSE and NSE and no amount is outstanding.
Committee. The Whistle Blower Policy is available on Board of India or the Ministry of Corporate Affairs or any vi. Name and address of the Debenture Trustee : N.A.
the website of the Company and the weblink is https:// such statutory authority. A certificate to this effect, duly vii. Stock Codes/Symbol :B
 SE : 540673
sisindia.com/wp-content/uploads/2023/05/Details- signed by Mr. Sudhir V Hulyalkar, Company Secretary in NSE : SIS
of-the-establishment-of-vigil-mechanism-or-Whistle- Practice forms part of this Report.
Blower-policy.pdf
viii. Market price data- high, low during each month in FY 2022-23:
VII. Subsidiary Companies
v. Details of non-compliance by the listed entity, BSE NSE
Dusters Total Solutions Services Private Limited is the
penalties, and strictures imposed on the listed Month
material subsidiary of the Company. The Company High Low Closing Price Volume High Low Closing Price Volume
entity by the stock exchange(s) or the board or
formulated a policy for determining ‘material subsidiaries’ Apr-22 527.55 484.70 506.95 1,93,088 528.00 482.50 506.95 21,60,786
any statutory authority, on any matter related
which is available on the Company’s website at https:// May-22 510.20 451.00 467.85 1,00,170 510.85 451.00 469.45 20,44,264
to capital markets, during the last three years. Jun-22 485.00 435.15 453.90 94,971 485.00 434.90 453.90 23,46,661
sisindia.com/wp-content/uploads/2023/02/Policy-on-
The Company has complied with all the applicable determining-Material-Subsidiaries.pdf Jul-22 477.00 438.25 446.95 57,145 480.60 435.50 447.05 16,67,788
provisions of the SEBI Listing Regulations and as well Aug-22 461.80 435.20 452.15 88,306 461.90 436.35 452.20 17,71,146
as other applicable regulations of the SEBI with the The Audit Committee reviews the financial statements Sep-22 474.40 400.05 416.30 1,53,621 471.00 400.00 416.45 24,97,718
exception of two provisions related to the appointment of the subsidiary companies and, in particular, the Oct-22 426.50 412.00 419.85 87,879 430.00 411.00 418.55 4,97,094
of a woman independent director and the convening of investments made by the subsidiary companies. The Nov-22 425.00 382.35 397.30 74,660 425.00 386.10 397.45 12,64,076
a meeting of the Risk Management Committee. minutes of the Board meetings as well as statements of Dec-22 406.00 374.80 392.95 1,13,142 405.00 373.60 392.80 30,06,225
all significant transactions of the subsidiary companies Jan-23 404.05 365.00 373.45 85,128 404.55 365.55 373.85 15,97,697
Mrs. Renu Mattoo had served as an Independent are placed before the Board of Directors of the Company Feb-23 381.15 337.30 358.10 83,546 381.10 337.00 358.60 23,32,613
Director until January 28, 2023, and the Company is for its review. Mar-23 365.15 317.95 320.60 82,352 365.30 318.95 320.65 13,43,966

112 SIS Limited Annual Report 2022-23 113


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Report on Corporate Governance (Contd.)

ix. Performance of Equity Shares price in comparison to BSE Sensex and Nifty xi. Registrars and Transfer Agents
Name and Address : Link Intime India Private Limited
SIS Vs NSE Nifty
 C 101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai 400 083
600 Telephone: 022 4918 6200
18,758
18,105 19,000 Fax: 022 4918 6060
18,012
17,759 17,662
17,103 17,158 17,094 17,304 17,360 E-mail : rnt.helpdesk@linkintime.co.in
16,585 Website: www.linkintime.co.in
500 15,780
507
16,000
xii. Share Transfer System: Registrar and Share Transfer Agents:
469
454
99.94% of the equity shares of the Company are held in Link Intime India Private Limited
447 452
demat form. Transfer of these shares are done through C 101, 247 Park, L.B.S. Marg,
400 419 the depositories with no involvement of the Company.
416 13,000 Vikhroli West, Mumbai 400 083
397 393 The Registrars and Share Transfer Agent have put in Telephone : 022 4918 6270
374
359 place an appropriate Share Transfer System to ensure
Fax : 022 4918 6060
321
timely share transfers. Share transfers are registered and
300 10,000 returned in the normal course within an average period E-mail : rnt.helpdesk@linkintime.co.in
Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23
of 15 days from the date of receipt if the documents Members are requested to note that, in respect of shares
are clear in all respects. Requests for dematerialization held in dematerialized form, they will have to correspond
SIS BSE
of shares are processed and confirmation is given to with their respective Depository Participants (DPs) for
the respective depositories i.e., NSDL and CDSL within related matters.
15 days.
SIS Vs BSE Sensex Members may contact the Compliance Officer at the
In terms of Regulation 40(1) of SEBI Listing Regulations, following address:
600 as amended, requests for effecting transfer of
Ms. Pushpalatha Katkuri
securities will be affected only in dematerialised form.
66,000 Transmission and transposition of securities held in Company Secretary and Compliance Officer
63,100
physical or dematerialised form will also be affected 106, 1st Floor, Ramanashree Arcade,
60,747 60,841 only in dematerialised form. Members holding shares
500 59,537 59,550 18, M.G. Road, Bangalore,
507 58,962 58,992 in physical form are requested to consider converting
57,570 57,427 59,000 Karnataka – 560 001, India,
their holdings to dematerialized form.
468 Telephone : 080-2559 0801
454 447 452
57,061 xiii. Address for members’ correspondence E-mail : shareholders@sisindia.com
400 55,566
416 420 Members are requested to correspond with the
53,019 52,000
397 393 Registrars and Share Transfer Agents at the address
373 given below on all matters relating to transfer/
358
dematerialization of shares, payment of dividend and
321
300 45,000 any other query relating to equity shares of the Company.
Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23

SIS BSE

x. Dividend Policy
The declaration and payment of dividend will be recommended by the Board of Directors and approved by the
Shareholders, at their discretion, subject to the provisions of the Articles of Association and the Act. The dividend, if any, will
depend on several factors, including but not limited to growth plans, capital requirements and the available distributable
surplus. This Policy is available on the Company’s website at https://sisindia.com/wp-content/uploads/2023/02/Dividend-
Distribution-Policy.pdf

114 SIS Limited Annual Report 2022-23 115


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Report on Corporate Governance (Contd.)

xiv. Shareholding as on March 31, 2023: c. Top ten equity shareholders of the Company as on Further, all the shares in respect of which dividend
a. Distribution of equity shareholding as on March 31, 2023: March 31, 2023: has remained unclaimed for seven consecutive years
or more from the date of transfer to unpaid dividend
Number of Number of
No. of equity shares held % Shareholding No. of shares held % of Shareholders S. % of account shall also be transferred to IEPF Authority.
shareholders Name of the shareholder equity shares
No. holding
held
1 – 500 38,908 94.11 22,82,587 1.57 The Company sends periodical reminders to the
1. Ravindra Kishore Sinha 5,71,63,671 39.23
501 – 1,000 1,225 2.96 8,91,940 0.61 shareholders to claim their dividends in order to avoid
2. Rita Kishore Sinha 2,33,12,364 16.00
1,001 – 2,000 532 1.29 7,57,776 0.52 transfer of dividends /shares to IEPF Authority. Notices
3. Rituraj Kishore Sinha 1,56,58,482 10.74
2,001 – 3,000 204 0.49 5,16,099 0.35 in this regard are also published in the newspapers and
4. Smallcap World Fund, Inc 55,44,711 3.80
3,001 – 4,000 80 0.19 2,80,200 0.19 5. Rivioli Sinha 47,26,250 3.24
the details of unclaimed dividends and shareholders
4,001 – 5,000 67 0.16 3,05,928 0.21 6. Nippon Life India Trustee 39,26,956 2.69 whose shares are liable to be transferred to the IEPF
Ltd-A/C Nippon India Small Authority, are uploaded on the Company’s website at
5,001 – 10,000 146 0.35 10,24,982 0.70
Cap Fund https://sisindia.com/investor-information/.
10,001 and above 181 0.44 13,96,69,929 95.85
7. Vocational Skills Council 31,72,430 2.18
Grand Total 41,343 100.00 14,57,29,441 100.00 India Private Limited Unpaid and unclaimed dividend/ shares up to the financial
8. Steinberg India Emerging 30,00,000 2.06 year 2015-16 have already been transferred to the said
Opportunities Fund Limited Fund. Details of unpaid/unclaimed dividend and equity
b. Categories of shareholding as on March 31, 2023: 9. Malabar Select Fund 27,16,235 1.86 shares for the financial year 2015-16 are uploaded on the
10. Malabar India Fund Limited 22,75,219 1.56 website of the Company as well as that of the Ministry of
No. of Number of equity
Category % of holding Total 12,14,96,318 83.37
shareholders shares held Corporate Affairs, Government of India ('MCA').
Promoters and Promoter Group- A 10 10,43,20,451 71.59
No claim shall lie against the Company in respect
Public – B xv. Dematerialization of shares and liquidity: of unclaimed dividend amount and equity shares
Domestic - B1
As on March 31, 2023, 14,56,40,227 equity shares transferred to the IEPF, pursuant to the IEPF Rules.
Bodies Corporate 264 6,40,510 0.44 representing 99.94% of the total equity share capital of Shareholders can however claim both the unclaimed
Mutual Funds 13 54,95,007 3.77 the Company were held in dematerialized form. dividend amount and the equity shares from the IEPF
Alternate Investment Funds 3 4,01,918 0.28 Authority by making application in the manner provided
The Promoters hold their entire equity shareholding in
Financial Institutions/ Banks 0 - 0.00 in the IEPF Rules.
the Company in dematerialized form.
NBFCs registered with RBI 0 - 0.00
The Shareholders, who have so far not claimed
Central Government/State Government 0 - 0.00 Under the Depository System, the International
the dividend for the financial year 2017-18, or any
Hindu Undivided Family 785 2,38,887 0.16 Securities Identification Number (ISIN) allotted to the
subsequent years, are requested to submit their claim
Other Individuals 39,142 79,87,661 5.48 Company’s equity shares is INE285J01028.
to the Company’s Registrar and Transfer Agent.
Clearing Members 30 15,008 0.01
Trust 0 - 0.00 xvi. Outstanding GDRs/ADRs/Warrants or any Ms. Pushpalatha K is the Nodal Officer to ensure
Directors and KMPs 5 8,44,983 0.58 convertible instruments, conversion date and compliance with IEPF Rules. Nodal Officer can be
Insurance Companies 0 - 0.00
likely impact on equity: contacted at: Tel.: +91 80 2559 0801 or e-mail:
There are no outstanding convertible instruments as on shareholders@sisindia.com
IEPF 1 2,244 0.00
Total B1 40,243 1,56,26,218 10.72 March 31, 2023 except employee stock options. The details of unpaid/unclaimed dividends for the year
Foreign- B2 The Company has not issued any GDRs / ADRs / Warrants 2017-18 onwards are as under:
Foreign Nationals 2 35,33,452 2.42 in the past and hence as on March 31, 2023 the Company Due Date for Transfer of Unpaid/
Date of declaration
Non-Resident (Non Repatriable) 0 - 0.00 does not have any outstanding GDRs / ADRs / Warrants. Unclaimed to IEPF
Non-Resident Indians 1,023 4,61,758 0.32 January 29, 2018 March 06, 2025
Foreign Portfolio Investors 65 2,17,87,562 14.95 xvii. Unclaimed dividends June 28, 2018 August 03, 2025
Total B2 1,090 2,57,82,772 17.69 Pursuant to Section 124 and 125 of the Act read with June 28, 2019 August 03, 2026
TOTAL B (B1+B2) 41,333 4,14,08,990 28.41 the Investor Education and Protection Fund Authority February 20, 2020 March 27, 2027
Grand Total 41,343 14,57,29,441 100.00 (Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), dividend, if not claimed for a period of 7
xviii.Commodity price risk or foreign exchange risk
(seven) years from the date of transfer to unpaid dividend
and hedging activities.
account of the Company, is liable to be transferred to the
Investor Education and Protection Fund (“IEPF”). Information with respect to ‘Foreign Currency Risk’ is
provided in the relevant notes to the financial statements.

116 SIS Limited Annual Report 2022-23 117


Leadership Position. Burgeoning Market. Report on Corporate Governance / Statutory Reports

Report on Corporate Governance (Contd.)

xix. Credit Ratings obtained for the debt xxi. Sexual Harassment CERTIFICATION BY CEO AND CFO UNDER REGULATION 17(8) OF SEBI
instruments The Company is committed to provide a safe and (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Name of Credit Credit Rating conducive work environment to its employees and
Nature of Instrument
Rating Agency Assigned has adopted a policy on prevention, prohibition, and
To,
Non-Convertible CRISIL Ratings AA- (Stable) redressal of sexual harassment at workplace in line with
Debentures Limited
The Board of Directors
the provisions of the Sexual Harassment of Women at
SIS Limited
Workplace (Prevention, Prohibition and Redressal) Act,
The Company redeemed the entire outstanding 2013 and the Rules made thereunder. We, Rituraj Kishore Sinha, Managing Director and Devesh Desai, Chief Financial Officer hereby certify that:
Non-Convertible Debentures of H 1,900 Million on
The below table provides details of complaints received/ a) We have reviewed the financial statements and the cash flow statement for the year ended March 31, 2023 and that to
March 29, 2023.
disposed during the financial year 2022-23. the best of our knowledge and belief:

xx. Statutory Auditors No. of complaints pending at the beginning of : 0 (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
SS Kothari Mehta & Co., Chartered Accountants (Firm the year that might be misleading;
Registration No. 000756N) were appointed as the No. of complaints filed during the year : 5 (ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
Statutory Auditors of the Company. The particulars No. of complaints disposed-off during the year : 5 accounting standards, applicable laws, and regulations.
of payment of fees to the Statutory Auditors, on No. of complaints pending at the end of the year : 0
consolidated basis for the financial year 2022-23 are b) To the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31,
provided below: 2023 are fraudulent, illegal, or violative of the Company’s Code of Conduct.
xxii. Compliance
(H in Million) c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
Particular Amount
The Certificate issued by Mr. Sudhir V Hulyalkar, Company the effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design
Secretary in Practice, confirming that the Company has or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit
Audit fee 3.15
complied with the conditions of Corporate Governance Committee and steps have been taken to rectify these deficiencies.
Tax Audit 0.30
is annexed to and forms part of this report.
Total 3.45
d) (i) There has not been any significant change in internal control over financial reporting during the year under review;

(ii) Any significant changes to the accounting policies during the year have been disclosed in the notes to the financial
statements; and

(iii) We are not aware of any instance during the year of significant fraud with involvement therein of the management
CERTIFICATE ON DIRECTORS’ APPOINTMENT AND CONTINUATION ON or any employee having a significant role in the Company’s internal control system over financial reporting.
THE BOARD OF DIRECTORS OF SIS LIMITED
(In terms of Regulation 34(3) read with Para C, Sub Para 10 (i) of the Schedule V to the Securities and Place: New Delhi Rituraj Kishore Sinha Devesh Desai
Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015) Date: May 3, 2023 Managing Director Chief Financial Officer

I have examined the relevant records of the SIS Limited (the Company) and disclosures made by the directors of the Company,
relevant information on disqualification and proclaimed offenders as declared by Courts and disseminated on the website
DECLARATION ON CODE OF CONDUCT
of Ministry of Corporate affairs, the Orders and other information available on the website of Securities and Exchange Board
of India and the stock exchanges, Reserve Bank of India and information on willful defaulters as declared by the banks and I, Rituraj Kishore Sinha, Managing Director of the Company, to the best of my knowledge and belief, confirm that all the
made available on the web sites of credit information companies registered with the Reserve Bank of India and based on members of the Board and senior management personnel have affirmed compliance with the code of conduct of the Company
such examination, I hereby certify that none of the directors on the board of the Company as on March 31, 2023 have been for the year ended March 31, 2023.
debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board
of India, Ministry of Corporate Affairs, Reserve Bank of India and other statutory authorities.
Place: New Delhi Rituraj Kishore Sinha
Date: May 3, 2023 Managing Director
SUDHIR VISHNUPANT HULYALKAR
Company Secretary in Practice
FCS No: 6040, CP No. 6137
Place: Bengaluru Peer Review Certificate No. 607/2019
Date: May 3, 2023 UDIN: F006040E000242012

118 SIS Limited Annual Report 2022-23 119


Leadership Position. Burgeoning Market. Business Responsibility & Sustainability Reporting / Statutory Reports

Report on Corporate Governance (Contd.) Business Responsibility & Sustainability


Reporting
CERTIFICATE ON CORPORATE GOVERNANCE Section A: General Disclosures
I. Details of the listed entity
To, 1. Corporate Identity Number (CIN) of the L75230BR1985PLC002083
The Members, Listed Entity
SIS Limited 2. Name of the Listed Entity SIS Limited (the Company)
3. Year of incorporation 1985
I have examined the compliance of conditions of corporate governance, as stipulated in Securities and Exchange Board of
4. Registered office address Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna – 800010, Bihar
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by SIS Limited (the Company) for the year ended
5. Corporate address A-28 & 29, Okhla Industrial Area, Phase 1, New Delhi – 110020
on March 31, 2023.
6. E-mail compliance@sisindia.com
The Compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited 7. Telephone 011 4646 4444
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the 8. Website www.sisindia.com
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 9.. Financial year for which reporting is being Financial Year 2022-23 (April 1, 2022 to March 31, 2023)
done
In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has
complied with all the applicable mandatory conditions of Corporate Governance as stipulated in the Securities and Exchange 10. Name of the Stock Exchange(s) where BSE Limited and National Stock Exchange of India Limited
shares are listed
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, except:
11. Paid-up Capital H 72,86,47,205
1. Regulation 21(3C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 12. Name and contact details (telephone, Ms. Pushpalatha K
Regulations, 2015 was not complied as one hundred and eighty days was elapsed by a day between two consecutive email address) of the person who may be Company Secretary & Compliance Officer
meetings of the Risk Management Committee. contacted in case of any queries on the
BRSR report 106, Ramanashree Arcade, 18 M G Road, Bangalore - 560 001
2. Proviso to Regulation 17 (1) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Phone: 080 2559 0801
Requirements) Regulations, 2015 was not complied as there is no Independent Woman Director on the board of directors E-mail ID: compliance@sisindia.com
since the end of tenure of existing independent woman director on January 28, 2023. 13. Reporting boundary The disclosures under this report are made on a standalone basis
Are the disclosures under this report
I further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or made on a standalone basis (i.e. only for
effectiveness with which the management has conducted the affairs of the Company. the entity) or on a consolidated basis (i.e.
for the entity and all the entities which
form a part of its consolidated financial
statements, taken together).
SUDHIR VISHNUPANT HULYALKAR
Company Secretary in Practice
FCS No: 6040, CP No. 6137 II. Products/services
Place: Bengaluru Peer Review Certificate No. 607/2019
Date: May 3, 2023 UDIN: F006040E000241979 14. Details of business activities (accounting for 90% of the turnover):
% of turnover of the entity
S. no. Description of main activity Description of business activity
(FY2022-23)
1 Investigation and security services Investigation services by other than 97.59%
government agencies

15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S. no. Product/Service NIC Code % of total turnover contributed
1 Investigation and security services 99852 97.59%

III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total
National Not applicable 183 183
International Not applicable 19 19

120 SIS Limited Annual Report 2022-23 121


Leadership Position. Burgeoning Market. Business Responsibility & Sustainability Reporting / Statutory Reports

Business Responsibility & Sustainability Reporting (Contd.)

17. Markets served by the entity: V. Holding, Subsidiary and Associate Companies (including joint ventures)
a. Number of locations b. What is the contribution of exports as a 21. (a) Names of holding / subsidiary / associate companies / joint ventures
percentage of the total turnover of the entity?
Locations Number Indicate Does the entity
National Pan-India (28 States and Nil whether participate in
S. Name of the Holding/Subsidiary/Associate Company/Joint holding/ the Business
(No. of States) 4 Union Territories) % of shares held
No. Venture Subsidiary/ Responsibility
International 3* c. A brief on types of customers Associate/ initiatives of the
(No. of Countries) Joint Venture listed entity? (Yes/No)
The Company has diversified clients across B2B,
1. Service Master Clean Limited Subsidiary 100% No
B2G and B2C businesses.
The Company also serves in the following countries: 2. Tech SIS Limited Subsidiary 100% No
Singapore, New Zealand and Australia 3. Terminix SIS India Private Limited Subsidiary 100% No
4. SIS Business Support Services Private Limited Subsidiary 100% No
IV. Employees 5. Dusters Total Solutions Services Private Limited Subsidiary 100% No
18. Details as at the end of Financial Year: 6. SIS Synergistic Adjacencies Ventures Private Limited (formerly Subsidiary 100% No
known as SISCO Security Services Private Limited)
a. Employees and workers (including differently abled):
7. SLV Security Services Private Limited Subsidiary 100% No
S. Male Female 8. Rare Hospitality and Services Private Limited Subsidiary 100% No
Particulars Total (A)
No. No. (B) % (B / A) No. (C) % (C / A) 9. Uniq Security Solutions Private Limited Subsidiary 100% No
Employees 10. Uniq Detective and Security Services (AP) Pvt . Ltd. Subsidiary 100% No
1. Permanent (D) 2,442 2,331 95% 111 5% 11. Uniq Detective and Security Services (Tamilnadu) Private Subsidiary 100% No
2. Other than Permanent (E) 0 0 0% 0 0% Limited
3. Total employees (D + E) 2,442 2,331 95% 111 5% 12. Uniq Facility Services Private Limited Subsidiary 100% No
Workers 13. SIS Alarm Monitoring and Response Services Private Limited Subsidiary 100% No
4 Permanent (F) 155,124 144,614 93% 10,510 7% 14. ADIS Enterprises Private Limited Subsidiary 100% No
5 Other than Permanent (G) 0 0 0% 0 0%
15. ONE SIS Solutions Private Limited Subsidiary 100% No
6 Total workers (F + G) 155,124 144,614 93% 10,510 7%
16. SIS Security International Holdings Pte. Ltd. (Formerly known as Subsidiary 100% No
SIS International Holdings Limited)
b. Differently abled Employees and workers 17. SIS Security Asia Pacific Holdings Pte. Ltd. (Formerly known as Subsidiary 100% No
SIS Asia Pacific Holdings Limited)
S. Male Female 18. SIS Australia Holdings Pty Ltd Subsidiary 100% No
Particulars Total (A)
No No. (B) % (B / A) No. (C) % (C / A) 19. SIS Australia Group Pty Ltd Subsidiary 100% No
DIFFERENTLY ABLED EMPLOYEES 20. SIS Group International Holdings Pty Ltd Subsidiary 100% No
1. Permanent (D) Nil 21. MSS Strategic Medical and Rescue Pty Ltd Subsidiary 100% No
2. Other than Permanent (E) 22. SIS MSS Security Holdings Pty Ltd Subsidiary 100% No
3. Total differently abled employees (D + E) 23. MSS Security Pty Ltd Subsidiary 100% No
DIFFERENTLY ABLED WORKERS 24. Australian Security Connections Pty Ltd Subsidiary 100% No
4. Permanent (F) Nil
25. Southern Cross Protection Pty Ltd Subsidiary 100% No
5. Other than permanent (G)
26. Askara Pty Ltd Subsidiary 100% No
6. Total differently abled workers (F + G)
27. Charter Security Protective Services Pty Ltd Subsidiary 100% No
28. Platform 4 Group Limited Subsidiary 100% No
19. Participation/Inclusion/Representation of women 29. SIS Henderson Holdings Pte Ltd Subsidiary 100% No
30. Henderson Security Services Pte Ltd Subsidiary 100% No
No. and percentage of Females
Total (A) 31. Henderson Technologies Pte Ltd Subsidiary 100% No
No. (B) % (B / A)
32. Triton Security Services Limited Subsidiary 100% No
Board of Directors 10 2 20%
33. Safety Direct Solutions Pty Ltd Subsidiary 85% No
Key Management Personnel 3 1 33.33%
34. Safety Direct Solutions Pty Ltd NZ Subsidiary 85% No
35. SIS Cash Services Private Limited Joint Venture 49% No
20. Turnover rate for permanent employees and workers 36. SIS Prosegur Holdings Private Limited Joint Venture 100% held by SIS No
Cash Services
FY 2022-23 FY 2021-22 FY 2020-21 Private Limited
Male Female Total Male Female Total Male Female Total 37. SIS Prosegur Cash Logistics Private Limited Joint Venture 100% held by SIS No
Prosegur Holdings
Permanent Employees 22.6% 19.9% 22.5% 15.1% 21.4% 15.4% 15.2% 18.8% 15.3%
Private Limited
Permanent Workers 35.3% 41.6% 35.7% 34.3% 43.7% 34.9% 43% 37.9% 42.7%
38. Habitat Security Pty Ltd Joint Venture 49% No

122 SIS Limited Annual Report 2022-23 123


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Business Responsibility & Sustainability Reporting (Contd.)

VI. CSR Details 24. Overview of the entity’s material responsible business conduct issues
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) – Yes Please indicate material responsible business conduct and sustainability issues pertaining to environmental and
(ii) Turnover (in H) – H 39,848.72 Million social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach
to adapt or mitigate the risk along-with its financial implications, as per the following format
(iii) Net worth standalone basis (in H) – H 9,466.52 Million
Indicate Financial implications
VII. Transparency and Disclosures Compliances S.
Material whether
Rationale for identifying In case of risk, approach to adapt or
of the risk or
issue risk or opportunity
No. the risk / opportunity mitigate
23. Complaints/Grievances on any of the principles identified opportunity (Indicate positive or
(R/O) negative implications)
(Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:
1. Our People Opportunity The company offers - Positive
FY 2022-23 FY 2021-22 investigation and With a talented and
Current Financial Year Previous Financial Year security services with satisfied workforce,
Stakeholder 2,442 employees and
Grievance Redressal Mechanism in Place Number of Number of the Company can
group from
whom
(Yes/No) Number of complaints Number of complaints 155,124 workers. A enhance its service
(If Yes, then provide web-link for complaints pending complaints pending solid base of talented
complaint is
grievance redress policy) Remarks Remarks delivery improving
received filed during resolution filed during resolution workforce allows the customer satisfaction
the year at close of the year at close of company to foster and the business
the year the year innovation, improve financials.
Communities Not Applicable - - - - - - service delivery, and
increase customer
Investors Yes 0 0 No 0 0 -
happiness.
(Other than Stakeholder Relationship Policy (https:// complaint
shareholders) sisindia.com/wp-content/uploads/2023/02/ received 2. Health and Risk The Company is a Safe Environment: The Company provide Negative
Stakeholder-Relationship-Policy.pdf) during the Safety people-driven business a secure and best-in-class workspace for Reputational damage
year with a wide workforce our employees. due to incidents
Investor Grievance Redressal Policy (https://
base and ensuring the Safety Protocols: The Company ensures from unsafe working
sisindia.com/wp-content/uploads/2023/02/
health and safety of access to all safety related facilities for conditions.
Grievance-Redressal-Policy.pdf)
our employees is of its employees, as prescribed by the Financial loss due to
Whistleblower Policy paramount importance Central Government, along with training workforce loss and/
(https://sisindia.com/wp-content/ to us. and counselling sessions for emotional or absenteeism,
uploads/2023/02/Whistle-Blower-Policy.pdf)
wellbeing of the employees and workers. which will ultimately
Shareholders Yes 0 0 No 2 0 -
Safety Committee: The Company has result in the loss of
Stakeholder Relationship Policy (https:// complaint
received
formed an organizational safety committee valuable customers
sisindia.com/wp-content/uploads/2023/02/ to ensure strict implementation of safety because the
Grievance-Redressal-Policy.pdf) during the
year protocols at the workplace. Additionally, company will not
Whistleblower Policy regular audits are conducted to overcome have the requisite
(https://sisindia.com/wp-content/ operational gaps, if any. human capital to
uploads/2023/02/Whistle-Blower-Policy.pdf) Safety Training: The Company regularly meet customer
Employees Yes 0 0 No 0 0 - conducts mandatory safety training expectations.
and workers Whistleblower Policy complaint sessions on safety protocols for its
received employees to avoid any workplace
(https://sisindia.com/wp-content/ during the accidents thus ensuring complete
uploads/2023/02/Whistle-Blower-Policy.pdf) year participation. The Company also invests
Customers Yes 0 0 No 0 0 - in continuous upgrade of its training
Stakeholder Relationship Policy (https:// complaint programs and ensures maximum outreach
sisindia.com/wp-content/uploads/2023/02/ received through mobile training vans. The safety
Grievance-Redressal-Policy.pdf) during the course is also available on the mobile
year training app, the completion of which is
Whistleblower Policy
mandatory for all employees. IOHS training
(https://sisindia.com/wp-content/ is also provided to the employees.
uploads/2023/02/Whistle-Blower-Policy.pdf)
3. Customer Opportunity The continuous growth - Positive
Value Chain Yes 0 0 No 0 0 - Engagement of any organisation is
Partners complaint A positive customer
Stakeholder Relationship Policy (https:// dependent on offering
received experience can
sisindia.com/wp-content/uploads/2023/02/ an exceptional client
during the lead to increased
Stakeholder-Relationship-Policy.pdf) experience. A pleasant
year satisfaction among
Whistleblower Policy customer experience existing customers,
(https://sisindia.com/wp-content/ promotes loyalty, more customers
uploads/2023/02/Whistle-Blower-Policy.pdf) customer retention, and and can also boost
brand advocacy the company's
Other (please -
specify) reputation.

124 SIS Limited Annual Report 2022-23 125


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Business Responsibility & Sustainability Reporting (Contd.)

Indicate Financial implications 8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility
S.
Material whether
Rationale for identifying In case of risk, approach to adapt or
of the risk or policy/policies
issue risk or opportunity
No. the risk / opportunity mitigate
identified opportunity (Indicate positive or Name: Mr. Ravindra Kishore Sinha
(R/O) negative implications)
Designation: Chairman
Risk The company offers Understanding customers and driving Negative
investigation and continual change to provide a flawless E-mail Id: shareholders@sisindia.com
Customer attrition
security services to its experience has always been the Company's can result from a Telephone No. 011- 4646 4444
consumers; any negative goal. In daily activities, such as dealing loss of reputation,
customer experience with customers, ethics, transparency, affecting the
may result in loss of and accountability are a priority and 9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on
Company financials
clients or even damage firmly ingrained in the Company’s way of sustainability related issues? (Yes / No). If yes, provide details.
to the company's working. The Company handles customer
reputation. complaints efficiently and effectively The company does not have any specific committee for looking after sustainability related issues. However, Group
in order to provide a better customer Management Committee members generally take decision on sustainability related matters. Additionally, the Board
experience. The Company also makes it a has an overall responsibility for oversight of the Company's Sustainability & ESG strategy
point to offer products and services that
satisfy the demands of customers and
improves the overall customer experience. 10. Details of Review of NGRBCs by the Company:
Frequency
Indicate whether review was undertaken by Director
(Annually/ Half yearly/ Quarterly/
Section B: Management and Process Disclosures Subject for Review / Committee of the Board/ Any other Committee
Any other – please specify)
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
the NGRBC Principles and Core Elements. Performance against above Y Y Y Y Y N N Y Y The Board has formulated the policies applicable
policies and follow up action to the Company. The policies are reviewed
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 annually, wherever applicable.
1. a. Whether your entity’s policy/policies cover each principle and its Y Y Y Y Y N N Y Y Compliance with statutory Compliance Certificate on applicable laws is All the policies have been formulated in
core elements of the NGRBCs. (Yes/No) requirements of relevance to provided to the Board of Directors in every quarter consultation with the Management of the
b. Has the policy been approved by the Board? (Yes/No) Y Y Y Y Y N N Y Y the principles, and rectification meeting. The Company is in full compliance of the Company and are approved by the Board and
of any non-compliances applicable laws. the policies are in compliance with respective
c. Web Link of the Policies, if available https://sisindia.com/investors/policies-and-code-of-conduct applicable regulations.
2. Whether the entity has translated the policy into procedures. (Yes / Y Y Y Y Y N N Y Y
No)
3. Do the enlisted policies extend to your value chain partners? (Yes/No) Y Y Y Y Y N N Y Y 11. P1 P2 P3 P4 P5 P6 P7 P8 P9
Has the entity carried out independent
4. Name of the national and international codes/certifications/labels/ ISO 9001:2015 and ISO 45001:2018 assessment/ evaluation of the working of its No.
standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest
policies by an external agency? (Yes/No). If All policies and processes are subject to audits and internal reviews
Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) mapped
conducted by the Company from time to time.
to each principle. yes, provide the name of the agency.
All Policies of the Company are evaluated and reviewed internally as and
5. Specific commitments, goals and targets set by the entity with defined N N N N N N N N N when required.
timelines, if any.
6. Performance of the entity against the specific commitments, goals N N N N N N N N N
and targets along-with reasons in case the same are not met.
12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Governance, leadership and oversight The entity does not consider the - - - - - - - - -
Principles material to its business
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, (Yes/No)
targets and achievements (listed entity has flexibility regarding the placement of this disclosure) The entity is not at a stage where - - - - - - - - -
Our business adheres to incorporate sustainability concepts, which have also influenced our aim to create a it is in a position to formulate
and implement the policies on
long-lasting organisation that meets consumers' needs for security and long-term interests. One of our top priorities
specified principles (Yes/No)
is conducting business in a way that is ethical and sustainable. Our goal is to build resilient livelihoods, especially for
The entity does not have the - - - - - - - - -
the most underprivileged members of society, while working towards a brighter future. Over the years, we have helped financial or/human and technical
Millions of families by providing hundreds of thousands of jobs, and we have made sure that all of our staff members resources available for the task
receive life skills training through our internal training institutes. Our mission statement, “Inspiring people through (Yes/No)
our values and vision,” strives to improve societal welfare programmes based on the short- and long-term social and It is planned to be done in the - - - - - - - - -
environmental effects of the Group's operations. next financial year (Yes/No)
Any other reason (please specify) - - - - - We are baselining our Our senior management
environmental performance engages on multiple
and the current systems forums to contribute
and processes ensure towards policy
minimizing impact on the development, in consensus
environment with the stakeholders

126 SIS Limited Annual Report 2022-23 127


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Section C: Principle wise Performance Disclosure 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements provide a web-link to the policy.
with key processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential Yes.
indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be
The Company and its subsidiaries have zero tolerance towards unethical business practices and prohibits bribery and
voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally and
corruption in any form in all of its business dealings through necessary policies.
ethically responsible.
The Company has a Business Ethics policy (https://sisindia.com/wp-content/uploads/2023/05/SIS-Business-Ethics-
Principle 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Policy-.pdf) which contains guidelines on Bribery and Corruption. The Policy strictly prohibits any form of corruption or
Ethical, Transparent and Accountable. bribery in its business operations. This includes offering, giving, receiving, or soliciting bribes, kickbacks, or any other
Essential Indicators improper payments or gifts to or from any person or entity, including but not limited to government officials, business
partners, or customers. The company is committed to fair competition and does not engage in any anti-competitive
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial
practices, such as collusion, price-fixing, bid-rigging, or market manipulation, that could result in unfair advantages or
year:
harm to competitors, customers, or the market. Employees and their relatives are not permitted to provide or accept
Total number %age of persons in bribes in the form of gifts, cash, facilities, or any other form, either directly or indirectly, according to the policy.
of training and respective category
Segment Topics / principles covered under the training and its impact
awareness covered by the The Company also mandates its employees to sign Declaration Form which prohibits the employees to neither seek
programmes held awareness programmes
nor derive any personal benefits on any transactions being carried out by them during the course of discharging
Board of Directors 4 Business Updates, Strategy, Update on Risk Management Framework, 95.65% their responsibilities.
Update on Cyber Security and Business Continuity Plan, Policies and
Procedures, Governance and Key Regulatory developments.
Key Managerial 4 Business Updates, Strategy, Update on Risk Management Framework, 100%
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
Personnel Update on Cyber Security and Business Continuity Plan, Policies and enforcement agency for the charges of bribery/ corruption.
Procedures, Governance and Key Regulatory developments.
FY 2022-23 FY 2021-22
Employees other 1371 Mr. SIS training (Principles 1, Principle 3 and Principle 9) 59% Current Financial Year Previous Financial Year
than BoD and Welfare sessions (Principle 3)
KMPs Directors Nil Nil
POSH training (Principles 5 and Principle 8) KMPs Nil Nil
Workers 79416 Trainings on Principle 2, Principle 5 and Principle 8 100% Employees Nil Nil
Workers Nil Nil
2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings
(by the entity or by directors / KMPs) with regulators/ law enforcement agencies/judicial institutions, in the
6. Details of complaints with regard to conflict of interest:
financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as
specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
disclosed on the entity’s website):
Number Remarks Number Remarks
Monetary
Number of complaints received in relation to issues of Nil - Nil -
Name of the regulatory/ Conflict of Interest of the Directors
NGRBC Amount Has an appeal been
Enforcement agencies/ Brief of the Case
Principle (In K) preferred? (Yes/No) Number of complaints received in relation to issues of Nil - Nil -
judicial institutions
Conflict of Interest of the KMPs
Penalty/ Fine Nil None Nil None Not applicable
Settlement Nil None Nil None Not applicable
No complaints have been received in relation to issues of Conflict of Interest of the Directors and in relation to issues
Compounding fee Nil None Nil None Not applicable
of Conflict of Interest of the KMPs during the reporting period.
Non-Monetary
Name of the regulatory/
NGRBC
enforcement agencies/ Brief of the Case Has an appeal been preferred? (Yes/No)
7. Provide details of any corrective action taken or underway on issues related to fines / penalties /action
Principle taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of
judicial institutions
Imprisonment None None None Not applicable interest.
Punishment None None None Not applicable Not applicable as there were no instances of corruption or conflict of interest.

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
Not applicable Not applicable

128 SIS Limited Annual Report 2022-23 129


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Leadership Indicators Leadership Indicators


1. Awareness programmes conducted for value chain partners on any of the Principles during the financial
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for
year:
manufacturing industry) or for its services (for service industry)? If yes, provide details in the following
Topics / principles covered under the
%age of value chain partners covered (by format?
Total number of awareness programmes held value of business done with such partners)
training
under the awareness programmes Name of % of total Boundary for which the Life Whether conducted by Results communicated in
NIC Code Product Turnover Cycle Perspective / Assessment independent external public domain (Yes/No) If
None
/Service contributed was conducted agency (Yes/No) yes, provide the web-link.
Not Applicable
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the
Board? (Yes/No) If Yes, provide details of the same.
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal
Yes. of your products / services, as identified in the Life Cycle Perspective/Assessments (LCA) or through any
The Company has in place a policy on Conflict of Interest which applies to all employees and members of the Board other means, briefly describe the same along-with action taken to mitigate the same.
of Directors and other stakeholders including but not limited to employees, suppliers, vendors, partners, consultants, Name of Product / Service Description of the risk / concern Action Taken
third parties who have a business relationship with and provide, sell, seek to sell, any kinds of goods or services to the Not Applicable
Company or any of its subsidiaries and affiliates.

The policy contains the procedure for identification of potential conflict of interest, disclosure and managing of conflict
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
of interest to the Board and reporting procedure. In case of any conflict of interest arising at the time of empanelment
industry) or providing services (for service industry).
or during engagement, stakeholders are required to promptly disclose such situations to the Company.
Recycled or re-used input material to total material
The policy can be accessed at - https://sisindia.com/policies-and-code-of-conduct/ . Indicate input material FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe
Not Applicable
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused,
environmental and social impacts of product and processes to total R&D and capex investments made by the
recycled, and safely disposed of.
entity, respectively.
FY 2022-23 FY 2021-22
Details of improvements Current Financial Year Previous Financial Year
FY 2022-23 FY 2021-22
in environmental and
Current Financial Year Previous Financial Year Re-Used Recycled Safely Disposed Re-Used Recycled Safely Disposed
social impacts

R&D Not Applicable NIL - Plastics


(including packaging)
Capex Not Applicable NIL -
E-waste Not Applicable
Hazardous waste (The Company is primarily engaged in the business of security services
and so this is not applicable to the Company)
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
No Other waste

b. If yes, what percentage of inputs were sourced sustainably?


5. Reclaimed products and their packaging materials (as percentage of products sold) for each product
Not Applicable.
category.
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the Indicate product category
Reclaimed products and their packaging materials as % of total products sold in respective
category
end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Not Applicable
Not Applicable (The Company is primarily engaged in the business of security services and so this is not applicable to the Company)

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes,
whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted
to Pollution Control Boards? If not, provide steps taken to address the same.
Not Applicable

130 SIS Limited Annual Report 2022-23 131


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Principle 3: Businesses should respect and promote the well-being of all employees, including those in 3. Accessibility of workplaces
their value chains Are the premises/offices of the entity accessible to differently abled employees and workers, as per the requirements
Essential Indicators of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
1. a. Details of measures for the well-being of employees. Yes
% of employees covered by
Ramps are installed in various locations of the Company to facilitate the movement of differently abled persons. The
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities majority of offices are in commercial buildings with lifts and equipment for people with disabilities.
Category
Total (A) Number % Number % Number Number % Number %
% (D/A)
(B) (B/ A) (C) (C/A) (D) (E) (E/ A) (F) (F/ A)
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If
Permanent employees so, provide a web-link to the policy.
Male 2,331 2,331 100% 2,331 100% - - - - - -
No.
Female 111 111 100% 111 100% 111 100% - - - -
Total 2,442 2,442 100% 2,442 100% 111 5% - - - - SIS has a Business Ethics Policy, and the Company is committed to provide fairness in employment opportunities and
Other than Permanent employees has zero tolerance towards discrimination of any kind. We make employment decisions on the basis of an individual’s
Male - - - - - - - - - - - merits and company needs. Additionally, equal opportunity is provided for career advancement and no decisions are
influenced by considerations other than employee’s performance, ability and aptitude. Employees are also provided with
Female - - - - - - - - - - -
the opportunity to develop their potential and to develop their careers further with the company through a transparent
Total - - - - - - - - - - -
& scientific Performance Management process.

b. Details of measures for the well-being of workers: 5. Return to work and Retention rates of permanent employees and workers that took parental leave.
% of employees covered by Permanent employees Permanent workers
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities Gender Return to work Return to work
Category Retention rate Retention rate
Total (A) rate rate
Number % Number % Number Number % Number %
% (D/A)
(B) (B/ A) (C) (C/A) (D) (E) (E/ A) (F) (F/ A) Male - - - -
Permanent employees Female 100% 100% 100% 100%
Male 144,614 144,614 100% 144,614 100% - - - - - - Total 100% 100% 100% 100%
Female 10,510 10,510 100% 10,510 100% 10,510 100% - - - -
Total 155,124 155,214 100% 155,124 100% 10,510 7% - - - -
6. Is there a mechanism available to receive and redress grievances for the following categories of employees
Other than Permanent employees
and workers? If yes, give details of the mechanism in brief.
Male
Yes
Female Not Applicable
Total (If Yes, then give details of the mechanism in brief)
Permanent Workers The Company is committed to provide a safe and positive work environment. The Company
has a Grievance Redressal Cell for the employees to register and redress their concerns.
2. Details of retirement benefits, for Current FY and Previous Financial Year
Redressal of employee grievances is presently being addressed by Employee Relationship
FY 2022-23 FY 2021-22 Cell (ERC) through Helpline No. 06122216004.
Current Financial Year Previous Financial Year Additionally, employees at the company are free to bring up and discuss personal matters
Deducted and with their managers, business leaders, or human resource (HR) managers.
Benefits Deducted and
No. of employees No. of workers No. of employees No. of workers deposited with the Other than Permanent Workers Not applicable
deposited with the
covered as a % of covered as a % of covered as a % of covered as a % of authority
authority Permanent Employees The Company is committed to provide a safe and positive work environment. The Company
total employees total workers total employees total workers (Y/N/N.A.)
(Y/N/N.A.) has a Grievance Redressal Cell for the employees to register and redress their concerns.
Redressal of employee grievances is presently being addressed by Employee Relationship
PF 100% 100% Yes (EPFO) 100% 100% Yes (EPFO)
Cell (ERC) through Helpline No. 06122216004.
Gratuity 100% 100% Yes (LIC) 100% 100% Yes (LIC)
Additionally, employees at the company are free to bring up and discuss personal matters
ESI 100% 100% Yes (ESI) 100% 100% Yes (ESI) with their managers, business leaders, or human resource (HR) managers.
Others – please specify 100% 100% Yes (Sewa Trust) 100% 100% Yes (Sewa Trust) Other than Permanent Employees Not applicable
Others – please specify 100% 100% Yes (Mediclaim 100% 100% Yes (Mediclaim
Insurance) Insurance)

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7. Membership of employees and worker in association(s) or Unions anitized by the listed entity: 10. Health and safety management system: c. 
Whether you have processes for workers to
report the work-related hazards and to remove
FY 2022-23 FY 2021-22 a. 
Whether an occupational health and safety
Current Financial Year Previous Financial Year themselves from such risks.
management system has been implemented by
No. of employees No. of employees the entity? (Yes/ No). If yes, what is the coverage Yes
/ workers in / workers in
Category Total employees Total employees of such a system?
/workers in
respective
% /workers in
respective The Company has established processes for
category, who category, who % (D/C)
respective
are part of
(B/A) respective
are part of
Yes workers to report the work-related hazards and to
category (A) category (I)
association(s) or association(s) or remove themselves from such risks. Employees and
Union (B) Union (D) The Company is dedicated to providing a safe and
workers can report the issues to their respective
Total Permanent
healthy work environment by reducing the likelihood
site managers, operations managers, branch heads,
Employees of accidents, injuries, and health concerns, and it
Nil regional heads and company leadership team.
- Male complies with all applicable laws and regulations
- Female regarding workplace safety.
d. 
Do the employees/ workers of the entity have
Total Permanent SIS places the highest priority on promoting access to non-occupational medical and
Workers
Nil the health and safety of its employees whilst at healthcare services?
- Male work. We promote a positive workplace where all Yes
- Female employees feel safe and protected from harm. We
sincerely believe that only then can employees The Company provides access to non-occupational
be at their best and effectively contribute to the medical and healthcare services to employees and
8. Details of training given to employees and workers: workers. SIS Limited has always maintained its core
company’s success. To help the company meet this
FY 2022-23 FY 2021-22 objective, all employees are expected to: value of ‘People focus’ and has been generously
Current Financial Year Previous Financial Year investing in employee welfare schemes. A healthy
• Follow all laws, regulations and company
Category On Health and safety On Health and safety employee is the most valuable asset to the company
On Skill upgradation On Skill upgradation policies regarding workplace health and safety.
Total (A) measures Total measures and hence wellness of each employee remains its
(D) • Attend any training sessions before using
No. (B) % (B/A) No. (I) % (C/A) No. (I) % (E/D) No. (F) % (F/D)
top priority.
equipment that requires training.
Employees • Association with ‘Practo’ for all employees
• Use protective equipment, clothing and other
Male 2,331 2,331 100% 2,331 100% 2,155 2,155 100% 2,155 100% of SIS Group Companies: SIS Group
safety devices for work as required.
Female 111 111 100% 111 100% 110 110 100% 110 100% Enterprises has partnered with Practo for a
• Report to Client representative or controlling large-scale Corporate Wellness Program for
Total 2,442 2,442 100% 2,442 100% 2,265 2,265 100% 2,265 100%
authority any unhealthy or unsafe situations its employees posted pan-India, a health plan
Workers
that you encounter. specially curated for employees of SIS Group
Male 144,614 144,614 100% 144,614 100% 132,888 132,888 100% 132,888 100%
Female 10,510 10,510 100% 10,510 100% 8,808 8,808 100% 8,808 100% • Never use or remain under the influence and their families (1+6 members).
of illegal drugs when on duty. Ensure any
Total 155,124 155,124 100% 155,124 100% 141,696 141,696 100% 141,696 100% • Association with Zyla Health w.r.t
use of alcohol is restrained and limited to
Preventive Healthcare for Office Staff:
company social functions and approved by
SIS Group Enterprises has partnered with Zyla
9. Details of performance and career development reviews of employees and worker: company management.
health, India’s leading preventive health care
FY 2022-23 FY 2021-22 • Ensure that any medications you use will not management platform exclusively for Office
Category Current Financial Year Previous Financial Year interfere with your job duties and especially Staff of SIS Group Companies pan-India. Zyla
Total (A) No. (B) % (B/A) Total (I) No. (D) % (D/C) with operating equipment or vehicles. Health provides preventive full body health
Employees check-ups in office/ at home, outcome-driven
Male 2,331 2,331 100% 2,155 2,155 100% b. What are the processes used to identify work- concierge care, personalized wellness through
Female 111 111 100% 110 110 100% related hazards and assess risks on a routine and follow-up calls by highly experienced doctors,
Total 2,442 2,442 100% 2,265 2,265 100%
non-routine basis by the entity? thus enabling continuous 24x7 care across
Workers The Operation teams are responsible for site medical, physical, and mental health needs of
Male 144,614 144,614 100% 132,888 132,888 100% service to identify work related hazards and employees and their families.
Female 10,510 10,510 100% 8,808 8,808 100% assess risks on a continuous basis. The company
• Group Mediclaim Insurance Policy:
Total 155,124 155,124 100% 141,696 141,696 100% also works with key stakeholders to understand
Separate Group Mediclaim Policies for all
and review existing operating procedures, identify
backend Office Support Staff/ non billing
gaps, and make control-focused recommendations
employees as well as the Security personnel
to help define management action plans, including
deployed at client location whose salaries
roles and implementation dates. Furthermore,
are above ESIC threshold. Thus, enabling the
hazard identification is a continual process that
company to facilitate medical coverage to
is carried out on a regular basis by the HR and
employees and their dependent families in a
Operations teams.
cost-effective manner on pan-India basis.

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Business Responsibility & Sustainability Reporting (Contd.)

• Group Mediclaim Insurance Post Superannuation of Non-Billing Employees: The existing provisions Leadership Indicators
of Group Mediclaim Insurance to non-billing employees and their families has now been extended to the
employees who will superannuate from the services of the company. The Mediclaim benefit will be extended 1. Does the entity extend any life insurance or any compensatory package in the event of death of (A)
on payment of premium rate by the superannuated employee as made by the Company every year after expiry Employees (Y/N) (B) Workers (Y/N).
of the running Mediclaim policy. (A) Yes (Employees)

(B) Yes (Workers)


11. Details of safety related incidents, in the following format:
FY 2022-23 FY 2021-22 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and
Safety Incident/Number Category Current Financial Previous Financial
Year Year
deposited by the value chain partners.
Lost Time Injury Frequency Rate (LTIFR) (per one Million- Employees - - The Company ensures that statutory dues as applicable to the transactions within the remit of the Company are
person hours worked) Workers - - deducted and deposited in accordance with extant regulations. This activity is also reviewed as part of the internal and
Total recordable work-related injuries Employees - -
statutory audit.
Workers - -
3. Provide the number of employees / workers having suffered high consequence work related injury / ill-health
No. of fatalities Employees - -
/ fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in
Workers - -
suitable employment or whose family members have been placed in suitable employment:
High consequence work-related injury or ill-health Employees - -
(excluding fatalities) Workers - - No. of employees/workers that are
rehabilitated and placed in suitable
Total no. of affected employees/
employment or whose family
workers
members have been placed in suitable
12. Describe the measures taken by the entity to ensure a safe and healthy workplace. employment

The Company’s business is people driven and ensuring the health and safety of employees is paramount to the Company. FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Current Financial Previous Financial Current Financial Previous Financial
The Company provides a secure and best-in-class workspace for our employees, ensures access to all welfare facilities for Year Year Year Year
our employees as prescribed by the Central Government along with training and counselling of employees on emotional
Employees - - - -
well-being, formed a sanitization safety committee to ensure strict implementation of safety protocols at the workplace.
Workers - - - -
The Company has also adopted a policy for conducting webinars for physical and mental well-being of employees.

The Company also conducts periodic risk assessments of the workplace to identify any work-related hazards, implements
4. Does the entity provide transition assistance programs to facilitate continued employability and the
corrective actions, conducts fire evacuation drills and has installed fire suppressants in the office premises, performs
management of career endings resulting from retirement or termination of employment? (Yes/ No)
maintenance checks on fire safety equipment, has first aid kits installed, and has CCTVs installed at all key locations. In
addition, all personnel receive annual safety training. Yes

The Company provides requisite training to its employees for continued employability. On a case-to-case basis, certain
13. Number of complaints on the following made by employees and workers employees are offered part time/full time contracts with the Company after retirement/superannuation. Additionally,
FY 2022-23 FY 2021-22 we also provide consultancy option to employees who are being superannuated on contractual basis
Current Financial Year Previous Financial Year
Pending Pending 5. Details on assessment of value chain partners:
Filed during the Filed during the
resolution at the Remarks resolution at the Remarks
year year
end of year end of year % of value chain partners (by value of business done with such partners) that were assessed
Working Conditions Nil Nil - Nil Nil - Health and safety conditions
Not Applicable
Health & Safety Nil Nil - Nil Nil - Working conditions

14. Assessments for the year 6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising
from assessments of health and safety practices and working conditions of value chain partners.
% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Not Applicable
Health and safety practices Nil
Working Conditions Nil

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health & safety practices and working conditions.
Not Applicable

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Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders Frequency of
Whether
Channels of communication engagement
Essential Indicators identified as
(Email, SMS, Newspaper, (Annually/ Purpose and scope of engagement including
Stakeholder Vulnerable &
1. Describe the processes for identifying key stakeholder groups of the entity. Pamphlets, Advertisement, Half yearly/ key topics and concerns raised during such
Group Marginalized
Community Meetings, Notice Quarterly / engagement
Group
The Company has in place the Stakeholder Relationship Policy (https://sisindia.com/wp-content/uploads/2023/02/ (Yes/No)
Board, Website), Other others – please
specify)
Stakeholder-Relationship-Policy.pdf) to identify, engage and establish relations with Stakeholders. In order to seek
and address stakeholder perspectives, build trust and develop partnerships and make use of stakeholder capital, it is Suppliers No Physical and digital including Need basis Resolving supplier queries, Assessing supplier
in-person meetings, emails, performance, Supplier recognition and
essential to have a strategic approach toward working with stakeholders.
performance discussions, engagement activities
Identifying who are the key stakeholders and their interest, level of expertise, and level of influence, is crucial to successful trainings, company policy/
process communication,
stakeholder engagement and to allocating Company resources as efficiently as possible. Therefore, we assess and periodical meets/conferences,
prioritize stakeholders using the following criteria: etc.

• Stakeholder’s interests Institutional No Website, meetings, emails, Ongoing and These are aimed at providing relevant information
Investors Annual Reports, Investor need based as well as understanding institutional investors’
• Stakeholder’s level of influence presentations, Stock exchanges, perspectives on the Company’s performance and
newspaper, etc. strategy
• Stakeholder’s willingness to engage with the group Shareholders No Website, meetings, emails, Quarterly Business and operational performance,
Annual Reports, Investor shareholder meetings, election of board
• Stakeholder’s expectations of engagement with the group presentations, Stock exchanges, members etc.
newspaper, etc.
• Value for the group of engaging with this stakeholder
Media No Newspaper, advertisement, Need basis To stay abreast on the developments of the
Some of the key stakeholders group include shareholders/investors, employees, suppliers/vendors, Central and State email, annual reports, website, Company
Government, customers, community, local bodies, etc. The identification of all pertinent stakeholders and understanding transcripts conference and other
meetings
their expectations is of high concern for us in our pursuit to ensure sustainability. The policy provides for the stakeholder
engagement process which includes stakeholder identification, consultation, reporting and communication. The
approach and frequency of the engagement with the stakeholders vary depending on the stakeholders. In addition, Leadership Indicators
respective departments engage with their specific stakeholder groups on need and on a regular basis.
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
stakeholder group. The company is determined that engaging with its principal stakeholders consistently will improve communication
Frequency of of its performance and strategy. The Company recognizes that effective stakeholder engagement is an essential
Whether
identified as
Channels of communication engagement component of its business operation to be undertaken at business and site level. It is an important mechanism to
(Email, SMS, Newspaper, (Annually/ Purpose and scope of engagement including
Stakeholder Vulnerable &
Pamphlets, Advertisement, Half yearly/ key topics and concerns raised during such
understand stakeholders and their needs, involve them in managing risks and resolving conflicts at an early stage.
Group Marginalized
Group
Community Meetings, Notice Quarterly / engagement The stakeholder engagement process involves a variety of activities such as stakeholder identification, consultation,
Board, Website), Other others – please reporting and communication. The approach and frequency of the engagement with the stakeholders vary depending
(Yes/No)
specify)
on the stakeholders. In addition, respective departments engage with their specific stakeholder groups on need and a
Government No Emails, one-on-one meetings, Need based Purpose of such engagements is to keep various
and regulatory conference calls, video regulatory authorities informed and up to date regular basis.
authorities conferencing, websites about the various developments going on in the
Link to Stakeholder Relationship Policy: https://sisindia.com/wp-content/uploads/2023/02/Stakeholder-Relationship-
organization to fulfill the compliance requirement.
Policy.pdf
NGOs and local Yes Field visits and community Need based To promote social welfare activities for inclusive
community meetings, Emails growth, fair and equitable development, well-
being of society and monitoring & implementing 2. Whether stakeholder consultation is used to support the identification and management of environmental,
the CSR projects and activities and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders
Employees No Direct, email, town halls, team Ongoing and Purpose of such engagements is to keep on these topics were incorporated into policies and activities of the entity.
meetings, intranet portal, annual need based employees up to date on various initiatives of
performance reviews the organization. With this communication we Yes
also reach out to all employees to educate them
Continuous interaction with stakeholders, aids in the alignment of expectations, allowing the company to better serve
on various policies, learning and development
programs, performance review and career its stakeholders. Personnel from the Company connect with diverse stakeholders to understand the evolution and
development, company SOPs as well as importance of ESG subjects, their impact, and the Company’s aspirations.
milestones.
Customers No Emails, branch assistance, Need basis Servicing throughout the lifecycle of the customer
Through SEWA Trust, the Company supports its employees by providing financial assistance during crisis situations.
website, advertisements, and address queries / grievances that customers The Company has a facility whereby meritorious students of the Company’s employees are provided with scholarships
newspaper and other digital may have by Indian Public School, a residential school in Dehradun
platforms, customer helplines
and toll-free numbers, customer Through employee engagement surveys and feedbacks, the Company designs required training and development
satisfaction surveys modules for skill upgradation of its employees.

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3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ 3. Details of remuneration/salary/wages, in the following format:
marginalized stakeholder groups.
Male Female
SIS supports its vulnerable frontline workforce, and also the non-billable work force by providing financial assistance Median Median
during crisis situations. The guidelines have been laid down to make for sustainable and beneficial engagement with the remuneration/ remuneration/
Number Number
society and the environment in which the Group operates. We aim at enhancing welfare measures of the society based salary/ wages of salary/ wages of
respective category respective category
on the immediate and long term social and environment consequences of the Group’s activities. We have specified the
Board of Directors (BoD) 8 H 30,07,500 2 H 6,00,000
projects and programmes that can be undertaken, directly or indirectly, the modalities of execution and the monitoring
thereof. We have an immense impact on the Millions of families that directly benefit from the livelihoods that we support Key Managerial Personnel 2 H 90,48, 780 1 H 44,53,757
and the jobs that we create every year. Employees other than BoD and KMP 2,329 H 3,51,000 110 H 4,24,800
Workers 144,614 H 1,96,908 10510 H 2,09,136
Through its CSR programs, the company has undertaken many initiatives and activities for the benefit of various segments
of society, with an emphasis on the impoverished, needy, deprived, under-privileged, and differently abled people.
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues
Principle 5: Businesses should respect and promote human rights caused or contributed to by the business? (Yes/No)
Essential Indicators Yes. The Company has an Employee Redressal Cell which oversees handling every aspect of employee grievance issues.
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity,
in the following format: 5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Reporting avenues have been provided for employees, customers, suppliers and other stakeholders to raise concerns
FY 2022-23 FY 2021-22
or make disclosures when they become aware of any actual or potential violation of the Company Code, Policies or law.
No. of No. of
Category employees / employees / Representations received are reviewed and appropriate action is taken on substantiated violations.
Total (A) % (B/A) Total (I) % (D/C)
workers covered workers covered
(B) (D) The Company has zero tolerance towards and prohibits all forms of child labour, slavery, forced labour, physical, sexual,
Employees psychological, or verbal abuse.
Permanent 2,442 2,442 100% 2,265 2,265 100% Additionally, the Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at
Other than permanent 0 0 0 0 0 0 workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Total employees 2,442 2,442 100% 2,265 2,265 100% Act, 2013.
Workers
No complaints were received in the matters relating to child labour, forced labour, involuntary labour.
Permanent 155,124 155,124 100% 141,696 141,696 100%
Other than permanent 0 0 0 0 0 0
6. Number of Complaints on the following made by employees and workers:
Total employees 155,124 155,124 100% 141,696 141,696 100%
FY 2022-23 FY 2021-22
Pending Filed during Pending
Filed during
2. Details of minimum wages paid to employees and workers, in the following format resolution at the Remarks the year resolution at the Remarks
the year
end of year end of year
FY 2022-23 FY 2021-22
Sexual Harassment 5 0 - 4 0 -
Equal to minimum More than minimum Equal to minimum More than minimum Discrimination at workplace Nil Nil - Nil Nil -
Category Total (A) Total
wage wage wage wage
(D) Child Labour Nil Nil - Nil Nil -
No. (B) % (B/A) No. (I) % (C/A) No. (I) % (E/D) No. (F) % (F/D) Forced Labour/Involuntary Nil Nil - Nil Nil -
Employees Labour
Permanent 2,442 0 0 2,442 100% 2,265 0 0 2,265 100% Wages 8,374 Nil - Nil Nil -
Male 2,331 0 0 2,331 100% 2,155 0 0 2,115 100% Other human rights related Nil Nil - Nil Nil -
issues
Female 111 0 0 111 100% 110 0 0 110 100%
Other than permanent 0 0 0 0 0 0 0 0 0 0
Male 0 0 0 0 0 0 0 0 0 0 7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Female 0 0 0 0 0 0 0 0 0 0
The Company constituted an “Internal Complaint Committee” in accordance with the provisions of the Sexual Harassment
Workers of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention, prohibition, and redressal
Permanent 155,124 155,124 100% 0 0 141,696 141,696 100% 0 0 of sexual harassment at workplace. The Committee primarily enquires into complaints received, and recommends
Male 144,614 144,614 100% 0 0 132,888 132,888 100% 0 0 appropriate action, wherever required. The Company deals confidentially on the concerns raised regarding discrimination
Female 10,510 10,510 100% 0 0 8,808 8,808 100% 0 0 and harassment cases. The Company does not tolerate any form of retaliation against anyone reporting good faith
Other than permanent 0 0 0 0 0 0 0 0 0 0 concerns. SIS provides a work environment to all of its employees which is free from any type of discrimination and
Male 0 0 0 0 0 0 0 0 0 0 sexual harassment. The Company has an Employee Redressal Cell (“ERC”) for registration and redressal of complaints.
Female 0 0 0 0 0 0 0 0 0 0 However, if an employee has a concern that he/she is not comfortable raising matter with ERC, or the raised complaint
is not addressed properly then such employee may directly approach the management of the Company. During the
year, no such instances were reported.

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8. Do human rights requirements form part of your business agreements and contracts? (Yes/No) Principle 6: Businesses should respect and make efforts to protect and restore the environment
No Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
9. Assessments for the year
FY 2022-23 FY 2021-22
Parameter
% of your plants and offices that were assessed (by entity or statutory authorities or third (Current Financial Year) (Previous Financial Year)
parties) Total electricity consumption (A) 11,528.34 GJ -
Child labour Total fuel consumption (B) - -
Forced/involuntary labour Energy consumption through other sources (I) - -
Sexual harassment Total energy consumption (A+B+C) 11,528.34 GJ -
Nil*
Discrimination at workplace Energy intensity per rupee of turnover 2.893 GJ/C Crores -
Wages (Total energy consumption/ turnover in rupees)
Others – please specify Energy intensity (optional) – the relevant metric may be selected by the entity - -

* The Company is in compliance with the laws, as applicable


Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency.
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising
No
from the assessments at Question 9 above.
Not Applicable 2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under
Leadership Indicators the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action
taken, if any.
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints. Not applicable

Not Applicable.
3. Provide details of the following disclosures related to water, in the following format:

2. Details of the scope and coverage of any Human rights due-diligence conducted Parameter
FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
Not Applicable
Water withdrawal by source (in kilolitres) Not Applicable since Not Applicable since
(i) Surface water company is providing company is providing
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of security services to the security services to the
(ii) Groundwater
the Rights of Persons with Disabilities Act, 2016? client sites. client sites.
(iii) Third party water (Municipal water supplies)
Ramps are installed in various locations of the Company, to facilitate the movement of differently abled persons. The
(iv) Seawater / desalinated water
majority of offices are in commercial buildings with lifts and equipment for people with disabilities.
(v) Others
Total volume of water withdrawal (in kilolitres) (I + ii + iii + iv + v)
4. Details on assessment of value chain partners:
Total volume of water consumption (in kilolitres)
% of value chain partners (by value of business done with such partners) that were assessed
Water intensity per rupee of turnover (Water consumed / turnover)
Sexual harassment Water intensity (optional) – the relevant metric may be selected by the
Discrimination at workplace entity
Child labour
Not Applicable
Forced/involuntary labour Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
Wages If yes, name of the external agency.
Others – please specify
No

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising 4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage
from the assessments at Question 4 above. and implementation.

Not Applicable Not applicable

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5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: 8. Provide details related to waste management by the entity, in the following format:
Please specify FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Parameter Parameter
unit (Current Financial Year) (Previous Financial Year) (Current Financial Year) (Previous Financial Year)
Nox Total Waste generated (in metric tonnes)
Sox Plastic waste (A) - -
Particulate matter (PM) E-waste (B) 0.75 -*
Persistent organic pollutants (POP) Bio-medical waste (C) - -
Not Applicable Not Applicable
Volatile organic compounds (VOC) Construction and demolition waste (D) - -
Hazardous air pollutants (HAP) Battery waste (E) - -
Others – Ozone Depleting Substances Radioactive waste (F) - -
(HCFC – 22 or R-22) Other Hazardous waste. Please specify, if any. (G) - -
Other Non-hazardous waste generated (H). Please specify, if any. - -
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) (Break-up by composition i.e. by materials relevant to the sector) - -
If yes, name of the external agency. Total (A+B + C + D + E + F + G + H) 0.75 -
No
* The Company initiated tracking the e-waste generation data from FY 2022-23 onward.

6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following
format: FY 2022-23 FY 2021-22
Parameter
(Current Financial Year) (Previous Financial Year)
FY 2022-23 *FY 2021-22 For each category of waste generated, total waste recovered through recycling,
Parameter Unit
(Current Financial Year) (Previous Financial Year) re-using or other recovery operations (in metric tonnes)
Total Scope 1 emissions (Break-up of the GHG into CO2, - - - Category of waste
CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
(i) Recycled - -
Total Scope 2 emissions (Break-up of the GHG into CO2, tCO2e 2,529.83 ¬-
(ii) Re-used - -
CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
(iii) Other recovery operations - -
Total Scope 1 and Scope 2 emissions per rupee of tCO2e/C Crores 0.635 -
turnover Total - -
Total Scope 1 and Scope 2 emission intensity - - - For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
(optional) – the relevant metric may be selected by the Category of waste - -
entity
(i) Incineration - -
(ii) Landfilling - -
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) (iii) Other disposal operations - -
If yes, name of the external agency. Total - -
No
 Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency.
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
Yes. No

The Company has inducted CNG based vehicles for day-to-day operations in select places and select locations. The
Company has aligned the fleet to the latest BSVI standards and are rapidly converting existing fleet to conform to these 9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy
standards, worked to deploy electric cash vehicles (ECVs), conducted regular driver trainings to ensure fuel efficiency adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes
of the CVs, in addition to keeping emissions under control, fixed a kilometer per liter (KPL) of fuel target for each CV, and the practices adopted to manage such wastes.
depending on its age, condition and terrain where the CV is being driven. The Company has managed all the electrical SIS is a security services organization and does not manufacture physical products and therefore does not use any
equipment in a manner so that they help in conserving energy. The Company has initiated installation of LED lights in hazardous or toxic chemicals in any of its processes. However, we segregate the waste at our offices based on directions
new and upcoming branches wherever possible. The Company is also in the process of replacement of existing lights of local municipal offices and engage with certified e-waste handlers for disposal of e-waste.
with LED lights in a phased manner. Also, the Company is procuring 5-star rated equipment like ACs, laptops, etc. for
improved energy efficiency.

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10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife 2. Provide the following details related to water discharged:
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.)
FY 2022-23 FY 2021-22
where environmental approvals / clearances are required, please specify details in the following format: Parameter
(Current Financial Year) (Previous Financial Year)

Whether the conditions of environmental approval / clearance are Water discharge by destination and level of treatment (in kilolitres)
S.
Location of operations/offices Type of operations being complied with? (Y/N) If no, the reasons thereof and corrective (i) To Surface water
No.
action taken, if any.
- No treatment
Not applicable
- With treatment – please specify level of treatment
(Our offices are situated at common business locations. We do not have offices around the specified sensitive areas hence such type
of clearances is not required) (ii) To Groundwater
- No treatment
- With treatment – please specify level of treatment Not applicable Not applicable
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, (iii) To Seawater (The Company has small (The Company has small
in the current financial year: - No treatment offices which are part of offices which are part of
large commercial spaces large commercial spaces
Results - With treatment – please specify level of treatment and so not feasible to and so not feasible to
EIA Whether conducted by
Name and brief communicated Relevant Web (iv) Sent to third-parties measure the same) measure the same)
Notification No. Date independent external agency (Yes
details of project in public domain link
/ No) - No treatment
(Yes / No)
Not applicable - With treatment – please specify level of treatment
(We are not required to undertake any impact assessment of projects undertaken by the Company) (v) Others
- No treatment
- With treatment – please specify level of treatment
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Total water discharged (in kilolitres)
Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
format:
If yes, name of the external agency.
Specify the law / regulation Any fines / penalties / action taken by
S. Provide details of Corrective action taken, No
/ guidelines which was not regulatory agencies such as pollution control
No. the non compliance if any
complied with boards or by courts
Yes, the Company is fully compliant with the applicable environmental law / regulations / guidelines in the places where we operate. 3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:

Leadership Indicators (i) Name of the area:

1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable (ii) Nature of operations
sources, in the following format: (iii) Water withdrawal, consumption and discharge in the following format:
FY 2022-23 FY 2021-22
Parameter FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year) Parameter
(Current Financial Year) (Previous Financial Year)
From renewable sources
Water withdrawal by source (in kilolitres)
Total electricity consumption (A) - -
(i) Surface water
Total fuel consumption (B) - -
(ii) Groundwater
Energy consumption through other sources I - - Not applicable Not applicable
(iii) Third party water
Total energy consumed from renewable sources (A+B+C) - - (The Company has small (The Company has small
(iv) Seawater / desalinated water offices which are part of offices which are part of
From non-renewable sources
(v) Others large commercial spaces large commercial spaces
Total electricity consumption (D) 11528.34 GJ - and so not feasible to and so not feasible to
Total volume of water withdrawal (in kilolitres)
Total fuel consumption I - - measure the same) measure the same)
Total volume of water consumption (in kilolitres)
Energy consumption through other sources (F) - -
Water intensity per rupee of turnover (Water consumed / turnover)
Total energy consumed from non-renewable sources (D+E+F) 11528.34 GJ -
Water intensity (optional) – the relevant metric may be selected by the
entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) Water discharge by destination and level of treatment (in kilolitres)
If yes, name of the external agency.

No

146 SIS Limited Annual Report 2022-23 147


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Business Responsibility & Sustainability Reporting (Contd.)

FY 2022-23 FY 2021-22 7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web
Parameter
(Current Financial Year) (Previous Financial Year) link.
(i) Into Surface water Yes, the Company has a Disaster Recovery Plan Policy which is a part of the Information, data & cyber security policy
- No treatment which is internal to the Company. This policy defines the requirement for a baseline Backup procedure of critical and
- With treatment – please specify level of treatment non-critical data and disaster recovery plan to be developed and implemented by SIS Group IT that will describe the
(ii) Into Groundwater process to recover IT Systems, Applications and Data from any type of disaster that causes a major outage. This policy
- No treatment is directed to the IT Management Staff who is accountable to ensure the plan is developed, tested and kept up to date.
- With treatment – please specify level of treatment
Not applicable Not applicable 8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
(iii) Into Seawater
(The Company has small (The Company has small
- No treatment offices which are part of offices which are part of
mitigation or adaptation measures have been taken by the entity in this regard.
- With treatment – please specify level of treatment large commercial spaces large commercial spaces None, as the business model of the Company does not have adverse impact on the environment. Since we have a small
and so not feasible to and so not feasible to number of value chain partners, it is not feasible to assess the impact.
(iv) Sent to third-parties
measure the same) measure the same)
- No treatment
- With treatment – please specify level of treatment 9. Percentage of value chain partners (by value of business done with such partners) that were assessed for
(v) Others environmental impacts.
- No treatment Nil
- With treatment – please specify level of treatment
Total water discharged (in kilolitres) Principle 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a
manner that is responsible and transparent
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) Essential Indicators
If yes, name of the external agency. 1. a. Number of affiliations with trade and industry chambers/associations. 7 (Seven)
No b. List the top 10 trade and industry chambers/associations (determined based on the total members of
such a body) the entity is a member of/affiliated to.
4. Please provide details of total Scope 3 emissions & its intensity, in the following format:
S. Reach of trade and industry chambers/ associations
Name of the trade and industry chambers/ associations
FY 2022-23 *FY 2021-22 No. (State/National)
Parameter Unit
(Current Financial Year) (Previous Financial Year)
1 International Security Ligue International
Total Scope 3 emissions (Break-up of the GHG into 2 Federation of Indian Chambers of Commerce and Industry (FICCI) National
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
3 Indo Australian Chamber of Commerce National
Total Scope 3 emissions per rupee of turnover -
4 Confederation of Indian Industry National
Total Scope 3 emission intensity (optional) – the
relevant metric may be selected by the entity 5 BW Business World Media Private Limited National
6 International Institute of Security & Safety Management National
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
7 Bihar Industries Association State
If yes, name of the external agency.

No
2. Provide details of corrective action taken or underway on any issues related to anti competitive conduct by
the entity, based on adverse orders from regulatory authorities.
5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide
details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention Name of authority Brief of the case Corrective action taken
and remediation activities. Not Applicable
Not applicable
There have been no action or issues related to anti-competitive conduct and no adverse orders from any authority
We operate only from small offices which are part of large commercial spaces. We believe there is no direct or indirect
during the FY23.
impact on biodiversity.

Leadership Indicators
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide 1. Details of public policy positions advocated by the entity:
details of the same as well as outcome of such initiatives, as per the following format: Frequency of Review by
Whether information
S. Method resorted for Board (Annually/ Half Web Link, if
S. Details of the initiative (Web-link, if any, may be Public policy advocated available in the public
Initiative undertaken Outcome of the initiative No. such advocacy yearly/ Quarterly / Others available
No. provided along-with summary) domain? (Yes/No)
– please specify)
Not Applicable Not Applicable

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Business Responsibility & Sustainability Reporting (Contd.)

Please note: The Company is a member of various national and international trade and industry chambers/ associations (b) From which marginalized /vulnerable groups do you procure?
such as, International Security Ligue, FICCI, Indo Australian Chamber of Commerce, Confederation of Indian Industry, Not Applicable
etc. and our senior management engages on multiple forums to contribute towards policy development, in consensus
with the stakeholders (c) What percentage of total procurement (by value) does it constitute?
Not applicable
Principle 8 Businesses should promote inclusive growth and equitable development
Essential Indicators 4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in (in the current financial year), based on traditional knowledge:
the current financial year.
S. Intellectual Property based on traditional Owned/Acquired Benefit shared Basis of calculating
No. knowledge (Yes/No) (Yes / No) benefit share
Whether conducted by Results communicated in
Name and brief SIA Notification Date of Relevant Web
independent external public domain Not Applicable
details of project No. notification link
agency (Yes / No) (Yes / No)
Not Applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity, in the following format: Name of authority Brief of the Case Corrective action taken
Not Applicable
S. Name of Project for No. of Project Affected Amounts paid to PAFs in
State District % of PAFs covered by R&R
No. which R&R is ongoing Families (PAFs) the FY (In K)
Not Applicable 6. Details of beneficiaries of CSR Projects:
S. % of beneficiaries from vulnerable and marginalized
CSR Project No. of persons benefited from CSR Projects
No. groups
3. Describe the mechanisms to receive and redress grievances of the community.
The details of the CSR projects forms part of annexure to the Board’s Report. Please refer Annexure – I
The nature of our activities does not have a negative impact on the immediate local community. The Company aims
to elevate lives through strategic interventions in the areas we operate by way of providing a safe and clean work
environment; touching Millions of lives every day through our business units; helping people in need through promoter Principle 9: Businesses should engage with and provide value to their consumers in a responsible manner
initiatives by way of promoting education, providing relief to poor, offering shelter, social welfare, betterment of health,
Essential Indicators
rural development, national heritage protection, etc.
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:  wn Your Customer (OYC) programme: All significant clients have been assigned to senior level leadership teams.
O
Each Regional Head, Executive Director of each Region, Zonal Head, CEO, and COO are members of the Senior Leadership
FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year) team, and 5–10 of these customers are assigned to each of them. They must meet with these clients as part of the OYC
Directly sourced from MSMEs/ small producers 100% 100% programme, get their feedback, and inform them on the actions made in response to the feedback they provided at the
Sourced directly from within the district and neighboring districts Not Applicable Not Applicable
previous month's meeting.

Customer Satisfaction (CSAT) programme: Every month, each Branch Head is tasked with meeting 10 to 15 of the

branch's most important clients. They also need to meet with these clients, get their input, and provide an update on
Leadership Indicators
the steps done in response to the feedback from the previous month’s meeting.
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact  ustomer Half Yearly Survey: Every six months, GMD office staff sends all of our big clients an email with a link to a
C
Assessments (Reference: Question 1 of Essential Indicators above): survey asking them to rate and comment on various performance metrics. The Centralised Quality Control team receives
Not Applicable the survey responses immediately, analyses them, and shares the results with other company stakeholders so that
they can make recommendations and take remedial action as necessary. Based on the customer feedback survey, the
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational Company has an average feedback rating of 8.6/10.
districts as identified by government bodies:
The goal of the aforementioned programmes is to improve customer relationships and win their trust and confidence
S. No. State Aspirational District Amount spent (In K) by taking a proactive approach to understand the customer problems and acting appropriately.
1. Madhya Pradesh Khandwa 6,00,000

3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers
comprising marginalized /vulnerable groups? (Yes/No)
No

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Business Responsibility & Sustainability Reporting (Contd.)

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry Cyber security policy:
information about: • Server security policy
As a percentage to total turnover • Web/Mobile application security policy
Environmental and social parameters relevant to the product - • Clean desk policy
Safe and responsible usage -
• Data breach response policy
Recycling and/or safe disposal -
• Disaster recovery policy
• Password protection policy
3. Number of consumer complaints in respect of the following:
• Security response plan policy
FY 2022-23 FY 2021-22
• Remote access policy
(Current Financial Year) (Previous Financial Year)
Pending Remarks Pending Remarks
Received during
resolution at
Received during
resolution at 6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
the year the year
end of year end of year essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
Data privacy - - - - - - penalty / action taken by regulatory authorities on safety of products / services.
Advertising - - - - - - Not Applicable
Cyber-security - - - - - -
Delivery of essential services - - - - - - Leadership Indicators
Restrictive 1. Channels / platforms where information on products and services of the entity can be accessed (provide web
Trade Practices - - - - - - link, if available).
Unfair Trade
Information relating to all the services provided by the Company are available on the Company’s website,
Practices - - - - - - www.sisindia.com. In addition, the Company actively uses various social media and digital platforms to publicize
Other - - - - - - information on its services.

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
4. Details of instances of product recalls on account of safety issues:
Not Applicable
Number Reasons for recall
Voluntary recalls Not applicable 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.
Forced recalls
We regularly engage with customers and notify them through local branches/regional managers, electronic
communications or through the Corporation’s website and pro-actively advise them in case of potential disruption of
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If our services due to reasons beyond their control. However, the Company has a business continuity plan in place to
available, provide a web-link of the policy. ensure the customer service is uninterrupted.
Yes Internal communications of cybersecurity shared and informed on time-to-time basis. All websites’ Mechanisms in place
to inform consumers of any risk of disruption/discontinuation of essential services
The Company has an Information, Data & Cyber security policy which is an internal document and is available in intranet.
The Company has also established an information security council to provide management support for information
4. Does the entity display product information on the product over and above what is mandated as per local
security objectives within the SIS Group and strive to develop and implement relevant and cost-effective information,
laws? (Yes/No/Not Applicable) If yes, provide details in brief.
data & cyber security controls.
Not Applicable
The Information, data & cyber security policy covers the following policies:
Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of
Information security policy: the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)
• Database security policy Not Applicable
• Data retention policy
5. Provide the following information relating to data breaches:
• Software installation policy
• Technology equipment disposal policy a. Number of instances of data breaches along-with impact
• Workstation security policy None. No such instance was reported by the Company
• Wireless communication policy
b. Percentage of data breaches involving personally identifiable information of customers
• Mobile employee endpoint responsibility policy
0%
• Outsourcing policy

152 SIS Limited Annual Report 2022-23 153


Leadership Position. Burgeoning Market. Management Discussion and Analysis / Statutory Reports

Management Discussion and Analysis

Global economic review outsourcing, government’s investments in infrastructure, Business Overview


The global economy is experiencing a broad-based and sharper-than-expected slowdown, with inflation at its highest in increasing environmental compliances, convergence towards The SIS Group is a market leader in security, facility
decades. The COVID-19 pandemic, financial tightening, Russia’s invasion of Ukraine, and the cost-of-living crisis are contributing Integrated Facility Management offerings. management and cash logistics services and operates in
to the economic challenges. Global growth is forecast to slow significantly in the coming years, with advanced economies Technology is constantly advancing, propelling development India, Australia, New Zealand and Singapore.
expected to be impacted the most. Inflation is likely to remain high for some time, and a return to pre-covid levels of economic in the realm of facility management by increasing efficiencies Through its subsidiaries, associates, and joint ventures,
growth seems unlikely in the near future. and providing better value to clients. Large customers are the SIS Group provides security and related services such
transitioning from input-based relationships to outcome- as manned guarding, training, physical security, paramedic
Economic Growth Forecast (%) 2022 2023 2024
focused strategic partnerships, with cleaning and workplace and emergency response services; loss prevention, asset
Global economies 3.4 2.8 3.0
management services viewed as critical drivers of corporate protection, and mobile patrols; facility management services
Advanced economies 2.7 1.3 1.4
culture, employee wellness and engagement. such as cleaning, housekeeping, and pest control management
Emerging markets and developing economies 4.0 3.9 4.2
As economies recover from the COVID-19 outbreak and the services; and cash logistics services such as cash-in- transit,
Source: World Economic Outlook associated restrictions, the Facility Management market in door step banking, ATM cash replenishment activities,
general is expected to grow and Facility management solution cash handling and processing, and secure transportation
The global growth forecast is expected to be the weakest since 2001 except during the global financial crisis and the acute
providers are perceived as a hygiene partner rather than a of precious items and bullion; and alarm monitoring and
phase of the COVID-19 pandemic. Advanced economies are expected to see an especially pronounced growth slowdown in
cleaning service provider by the businesses. response services such as installation of electronic security
2023. Emerging and developing economies growth is expected to decline marginally in 2023 and rise to 4.2% in 2024.
devices and systems, their monitoring and response.

India economic outlook Industry overview


Indian Economy Continues to Show Resilience Amid Security Services A summary of our financial performance during the year is indicated in the tables below:
Global Uncertainties The Indian security services market is expected to be valued (in H Crore)
Overall growth is strong, with 6.9% expected for the full at H 1,574 billion1 in 2024. India is expected to be one of the Full year Numbers Change
year. The real GDP growth for first three quarters of FY23 fastest growing markets. The demand for security services Particulars
FY23 FY22 %age
was 7.7%, driven by strong investment activity by the is driven by various factors such as increasing crime rates,
Revenue 11,345.8 10,059.1 12.8%
government sector and private consumption among higher political instability, and the need for protection of assets and
EBITDA 491.6 498.5 -1.4%
income earners, while it may take some time for the private individuals. In addition, technological advancements such as
sector to join the investment bandwagon. However, there are the use of artificial intelligence, biometrics, and drones have % 4.3% 5.0%
signs of moderation in last quarter of FY23, and growth is further boosted the growth of the industry. Depreciation 130.9 99.4 31.7%
expected to be constrained by slower consumption growth Finance Costs 114.9 98.4 16.8%
Rising labour costs, skilled resource shortages, and the Other Income & share of profit/(loss) in associates 42.9 29.6 44.9%
and challenging external conditions. Inflation remains high
post-COVID era are blurring the lines between the physical
but is projected to decline to an average of 5.2% in FY24. The Earnings Before Taxes (Incl. Grants) 288.7 330.3 -12.6%
and digital worlds, complicating security requirements, and
financial sector in India is robust, but spillovers from recent Less: Acquisition related costs/ (income)
creating demand for more advanced technology-based
developments in financial markets in the US and Europe pose – Depreciation & Amortization 3.8 12.1
security solutions. Technology-based security solutions
a risk to short-term investment flows to emerging markets, – Gains arising out of adjustment of future tranche of acquired entities 0.0 -25.7
include both system integration (integrated system design,
including India. Earnings Before Taxes (Reported) 284.9 343.9 -17.1%
sales, fitting, and project management) and alarm monitoring
(constant monitoring by a certified monitoring centre and % 2.5% 3.4%
Australian economic outlook Tax Expenses -61.6 17.9
other adjacent security services). In advanced economies
The Australian economy ended 2022 on a positive note like Singapore, Government is investing in integrating security Profit After Taxes (Reported) 346.5 325.9 6.3%
although slightly below economists’ predictions, with guarding and technology and it also identified changing the % 3.1% 3.2%
domestic demand slightly negative and Gross National security buyer’s behaviour will be the key to drive this change. Profit After Taxes (Operating) 343.9 288.6 19.2%
Expenditure (GNE) falling 0.5% in Q4. However, the $ 6 % 3.0% 2.9%
billion swing in net exports during the last quarter helped The technology-based security solutions market is expected
prevent negative GDP growth. Due to increased production, to be valued at H 322 billion by 2024 in India. The technology- All businesses continued to report revenue growth during the year signifying the continuation of the business recovery in
there has been a strong demand for additional workers, based security solutions market is in the early stages of all segments where the Group operates.
leading to a decade-low unemployment rate and a decade- commodification and is anticipated to witness significantly
high participation rate, resulting in levels of wage growth higher growth rates compared to more stable areas such as Segmental review
not seen since 2012. While policymakers in both fiscal and guarding services.
The SIS group has organized its business into the following business segments:
monetary quarters have viewed this increase in wage growth
favourably, this wage growth has led to concerns about a Facility Management Security Solutions – India: The segment maintained its growth momentum with 19.9% revenue growth, reaching
‘wage-price’ spiral, further adding to inflationary woes. The The Indian facility management market is expected to be H 4,626.1 Crore, indicating the return of growth in the market post Covid. During the year, we focused our efforts on both
Reserve Bank of Australia (RBA) is splitting the discussion valued at H 2,328 billion1 in 2024. The facilities management growth levers and margin improvement initiatives, resulting in profitable revenue growth and further strengthening the
around inflation into “goods inflation” and “services inflation” market is a profoundly fragmented market with high potential resilient nature of the business. The long-awaited revision of minimum wages in some of the states has also contributed
due to the more significant role wages play in the cost base for consolidation and continues to grow driven by increased to the growth of business. We continue to focus on leveraging technology in our security solution through our Man-Tech
of services production than goods production. and Alarm monitoring & Response offerings. Our Alarm monitoring & Response businesses continue to grow, with 6,485
1
Source: Fredonia Research Report.

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Management Discussion and Analysis (Contd.)

new installations during the year, which now services 14,000+ the categories of Operations, Strategic, Human resources, we are conscious of the risks arising out of disruption to our teams to evolve and improve these systems in order to keep
customer connections. Additionally, the VProtect business Legal & Compliance, Information Technology & Security systems and have, therefore, also ensured that we prepare pace with the fast environment.
has a strong pipeline with almost 5,000 sites of confirmed and Financial. The key/top risks were then identified and and keep a disaster recovery plan in readiness to allow
The Company’s internal auditing system ensures that
orders to implement in the coming quarters. presented to the Risk Management Committee along with operations to continue uninterrupted. We also started our
established processes and practices are followed and adhered
the risk mitigation plan. Each risk is properly documented cyber security risk management policy to protect and ensure
Security Solutions – International: The segment reported to, as well as to ensure that quality processes are followed
along with its mitigation plan and an owner assigned. the confidentiality, integrity and availability of Business
revenue of H 4,875.9 Crore, a 0.7% y-o-y increase. The revenue properly. At all levels of the company, financial discipline is
Applications, Data & IT infrastructure of SIS Group entities
from the one-off contracts for the COVID-related quarantine emphasized, and quality processes and a focus on customer
Operating Risks from various cyber threats and attacks.
centers business, that contributed to the revenue and satisfaction are vital for the company to retain and attract
margin growth during FY22 is not present in the current The possibilities and uncertainties that a firm faces in clients and business, and these are strictly followed.
the process of completing its regular business activities, Legal & Compliance Risks
year. Despite this, our existing customers and segments
procedures, and systems are referred to as operational All our businesses are heavily governed by multiple As part of the group’s long-term plan to leverage technology
which were affected by the pandemic and its restrictions,
risk. The sources of income in the security or facilities regulations which are not always interpreted and in order to enhance and effectively implement a system
started coming back strongly and resulted in recording
management industries are continuous, giving the income implemented in a predictable and consistent manner. of internal controls and efficiency and productivity, we
positive revenue growth during the year. However, the post
and cash flows a high degree of stability. With a vast operating Sometime, general practices followed by the industry may be have rolled-out a new financial accounting and reporting
pandemic scenario has presented the industry with the
network encompassing nearly 21,000 venues, we must inconsistent with the regulations or an interpretation of the system across the group. At the same time the group is also
problem of labor shortages across geographies induced by
assure that each of these locations adheres to the same high- regulations. Inconsistency in, and differing, interpretations commencing the roll-out of an enhanced and re-developed
record low unemployment rates and is impacting our costs.
quality standards. and implementations of the regulations may result in a version of its existing core business systems to help achieve
During the year, we completed the acquisition of SDS, a Perth
significant financial impact on the Group. As a Group, we these objectives.
based company providing Critical Risk Management, Rescue We’ve learned a lot about anticipating risks and the mitigation
& Medical Services and Training services across Australia. therefore, focus on the highest levels of compliance to avoid
steps that are required over the last four decades. These Material developments in human resources/
reputational damage and financial losses.
Facility Management Solutions: The Facility Management include hiring, training, evaluation, and quality control Industrial relations front, including number of
segment reported strong revenue growth, with revenue of methods to guarantee that the risk of lapse is reduced. people required
Workplace Risks
H 1,899.8 Crore in FY23 against H 1,394.7 Crore in FY22, a We also invest in technology to make the process of
We have a comprehensive health and safety policy designed SIS is one of India’s leading private sector employers, and we
36.2% y-o-y increase. Our efforts of client base diversification managing operations at all of these locations easier. Higher
to safeguard our personnel and those functioning at our continue to hire a substantial number of employees across
to new sectors such as manufacturing, healthcare, BFSI, standardization is required in order to simplify monitoring
customers’ locations. Our HR practices are in line with our the board. Thousands of families benefit from our consistent
Ecommerce/Logistics had paid off well and recovery of IT/ and management.
businesses’ health and safety laws. We believe that accidents income, which is backed up by our strict compliance policies.
ITES segments also helped to drive the growth. The role of We also provide health and medical insurance, as well as
Financial Risks and occupational health hazards can be greatly reduced via
technology in service delivery is increasing with increasing ESOPs that are forward-looking, in addition to statutory pay
hazard analysis and control. As a result, we provide proper
interest from customers for more mechanized, advanced and The Group’s objective is to provide a degree of predictability and benefits.
training to both management and personnel. To maintain a
innovative facility management solutions. and consistency in the group’s financial performance while
safe working environment at our customer sites, we have The business relies heavily on people, and effective
maintaining a balance between offering consistency in the
Cash Logistics Solutions: The Cash Logistics segment developed a set of comprehensive work safety procedures management of this resource is critical for success,
business plan and reasonable market participation because
reported revenue of H 543.0 Crore, a 38.3% y-o-y increase. and our workforce is regularly trained and updated on profitability, and long-term viability. With an integrated
market risk, credit risk, and liquidity risk are all present in
Revenue continued to grow with our increasing focus on these procedures. capacity to recruit, train, and deploy a huge labor base, the
the Group’s operations. The Group’s policy does not permit
developing and deploying new products and solutions for the SIS Group has India’s largest trained manpower supply chain.
derivatives trading for speculative purposes.
customers along with the growth in the traditional service. The Internal Quality control and adequacy We have cutting-edge infrastructure and curriculum, with the
revenue from these new and innovative solutions contributes Please see note 40 in the standalone financial statements The Board has established policies and procedures for potential to teach thousands of security guards each year.
~ 4% of FY23 revenue. The joint venture business achieved and note 41 in the consolidated financial statements for more conducting business in an efficient and effective manner, We have 27 training centres across 14 states possessing
another year of double-digit EBITDA margins, confirming the information on the Group’s financial risk management. including compliance with the Company’s policies, asset state-of-the-art infrastructure and providing up-to-date
company’s typical profitability nature. protection, fraud prevention and detection, error reporting courses, with capacity to churn out more than 35,000 trained
Information Technology & Security Risks mechanisms, accounting record accuracy and completeness, guards , janitors, cash van drivers every year. Furthermore,
For a detailed discussion of the segments and industries we
operate in, please refer to the other sections in this report As a result of a mix of both organic and inorganic growth over and timely preparation of reliable financial statements. SIS has strong pan-India recruitment capabilities, ensuring a
from page 22. the years, different business within the SIS Group operate on steady supply of workers.
While our continued growth in the scale of our business
multiple ERP platforms, applications and business systems
Our Return on Net Worth (RoNW) was 15.7% and Return operations has the potential to impose strain on our internal We rejoice in the fact that our people believe in our culture
which are customized to suit their business requirements and
on Capital Employed was 12.0% as on March 31, 2023, and systems and processes, we are constantly engaged in a and vision, our tenure demographics of employees with 25+
are developed internally over the years. Challenges exist in
displays our commitment to fiscal prudence. review and update of our systems and processes, to ensure & 30+ service awards showcase the long-term confidence
the ability to adequately manage, maintain and constantly
that they remain current and relevant in an ever-changing that our people vest in us. They are the backbone of SIS,
improve this platform to avoid operational bottlenecks
Risk management business environment. The SIS Group’s information systems and by providing them with a clear career path and the
and a resultant financial impact on the Group. Therefore,
are constantly examined and improved in order to provide necessary skills, SIS is well-positioned to take advantage of
SIS has established a formal risk management process to the Group has initiated the rollout of common systems to
timely and relevant information to diverse stakeholders, the opportunities that lie ahead. As of March 31, 2023, we
identify potential risks that may affect the business, the be used across the group which will ensure a more quality
enabling them to compete in a challenging market and had 2,74,206 employees.
capabilities to predict and respond to risks as and when they and robust management and support and also allow high
environment. We feel that IT and information systems are
arise and manage the risk to be within its risk appetite. As visibility of key performance metrics across the Group to aid
vital in today’s society, and we engage with numerous expert
a part of its risk management process, we have compiled faster and more accurate decision making. With the use of
a comprehensive risk library covering all likely risks under technology being embedded in all facets of our operations,

156 SIS Limited Annual Report 2022-23 157


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Independent Auditor’s Report

To The Members of SIS Limited (formerly known as Basis for Opinion Key Audit Matter Auditor’s Response
‘Security and Intelligence Services (India) Limited’) We conducted our audit of the standalone financial Further, the contractual terms also underpin the measurement and • We obtained and read customer contracts and confirmed our
statements in accordance with the Standards on Auditing recognition of revenue and profit. The Company is therefore required understanding of the Company’s sales process from initiation to
Report on the Audit of the Standalone Financial (“SAs”) specified under section 143(10) of the Act. Our to make operational and financial assumptions & various judgements. collection of receivables, including the design and implementation
Statements of controls and tested the operating effectiveness of these
responsibilities under those Standards are further The nature of the Services provided by the Company also gives rise to
controls.
described in the Auditor’s Responsibilities for the Audit of a significant amount of work which is recorded as accrued/ unbilled
Opinion income with corresponding profit recognition. Accrued/ unbilled • We read and understood the Company’s accounting policy for
the Standalone Financial Statements section of our report.
income as on March 31, 2023, aggregated to H 2,561.39 Million. the recognition of revenue as per Ind AS 115.
We have audited the accompanying standalone financial We are independent of the Company in accordance with
statements of SIS LIMITED (formerly known as ‘Security • We requested independent balance confirmations from the
the Code of Ethics issued by the Institute of Chartered
and Intelligence Services (India) Limited’) (the Company’s customers on a sample basis.
Accountants of India (“ICAI”) together with the ethical
“Company”), which comprise the Balance Sheet as at March requirements that are relevant to our audit of the • 
Tested a sample of accrued unbilled income balance with
31, 2023, the Statement of Profit and Loss (including Other supporting documentation which includes attendance records,
standalone financial statements under the provisions of the customer acceptance, reviewing customer correspondence
Comprehensive Income), the Statement of Changes in Equity Act and the Rules made thereunder, and we have fulfilled where necessary and ensuring cut-off had been appropriately
and the Statement of Cash Flows for the year ended on our other ethical responsibilities in accordance with these applied.
that date and notes to the financial statements, including requirements and the ICAI’s Code of Ethics. We believe Uncertain tax positions and deferred tax assets Audit Procedures
a summary of significant accounting policies and other that the audit evidence obtained by us is sufficient and The Company operates in a complex tax environment and is subject Our audit procedures in relation to the recognition of Uncertain tax
explanatory information (hereinafter referred to as the appropriate to provide a basis for our audit opinion on the to a range of tax risks during the normal course of business. Where position and deferred tax assets/liabilities included, but were not
“standalone financial statements”). standalone financial statements. the amount of tax payable is uncertain, the Company establishes limited to the following:
provisions based on management’s judgment of the probable amount
In our opinion and to the best of our information and according • Discussion with the management on the development of tax
of the future tax liability. The Company has material certain tax
to the explanations given to us, the aforesaid standalone Key Audit Matters positions including matters under disputes which involves significant
litigations during the year ended March 31, 2023.

financial statements give the information required by the Key audit matters are those matters that, in our professional judgement to determine the possible outcome of these disputes. • Verification that the accounting and/or disclosures as the
Companies Act, 2013 (the “Act”) in the manner so required judgment, were of most significance in our audit of the case may be in the standalone financial statements is by the
In addition, the Company has recognized H 1,689.83 Million of deferred
assessment of management/ tax practitioners.
and give a true and fair view in conformity with the Indian standalone financial statements of the current period. These tax assets on March 31, 2023. The recognition of deferred tax assets
involves judgment by management regarding the likelihood of the • Obtaining a representation letter from the management on the
Accounting Standards prescribed under section 133 of the matters were addressed in the context of our audit of the
realization of these assets. The expectation that these assets will assessment of those matters as per SA 580 (revised) - written
Act read with the Companies (Indian Accounting Standards) standalone financial statements as a whole, and in forming be realized is dependent on a number of factors, including whether representations.
Rules, 2015, as amended, (“Ind AS”) and other accounting our opinion thereon, and we do not provide a separate there will be sufficient taxable profits in future periods to support the
utilization of these assets. • Evaluated the design and tested the operating effectiveness of
principles generally accepted in India, of the state of affairs opinion on these matters.
key controls implemented by the Company over recognition of
of the Company as at March 31, 2023 and its profit & other For details:- Refer to Note No 8 to the Standalone Financial Statements. deferred tax assets based on the assessment of the Company’s
We have determined the matters described below to be the
comprehensive income, changes in equity and its cash flows ability to generate sufficient taxable profits in the foreseeable
key audit matters to be communicated in our report. The future allowing the use of deferred tax assets.
for the year ended on that date.
results of our audit procedures, including the procedures
• Tested the arithmetical accuracy of the calculations performed
performed to address the matters below, provide the basis by the management.
for our audit opinion on the accompanying standalone
• Evaluated management’s assessment for adjustment of such
financial statements.
deferred tax assets as per provisions of the Income-tax Act, 1961
and appropriateness of the accounting treatment with respect
Key Audit Matter Auditor’s Response to the recognition of deferred tax assets as per requirements of
Ind AS 12, Income Taxes.
Accuracy of recognition, measurement, presentation & Audit Procedures
disclosures of revenue • Evaluated the appropriateness of the disclosures made in the
Our audit procedures on recognition, measurement, presentation financial statements in respect of deferred tax assets.
The Company’s revenue for the financial year ending March 31, 2023, & disclosures of revenue included but not limited to the following:
is H 39,848.72 Million. A significant proportion of the Company’s
• We performed testing of revenue transactions to confirm the
revenue is derived from contracts with customer which consist of the Information Other than the Financial Statements Our opinion on the standalone financial statements does
transactions had been appropriately recorded in the statement
rendering of services.
of profit & loss and verified the satisfaction of performance and Auditor’s Report Thereon not cover the other information and we do not express any
Revenue towards satisfaction of a performance obligation is measured obligation to recognise revenue by analyzing the contract and form of assurance conclusion thereon.
at the amount of transaction price (net of variable consideration) terms of the sale and determining whether the management has The Company’s Board of Directors is responsible for the
allocated to that performance obligation. appropriately identified the separate performance obligations, other information. The other information comprises the In connection with our audit of the standalone financial
where relevant; compared the terms with the revenue recorded information included in the Management Discussion
Revenue is recognized when the Company has completed its statements, our responsibility is to read the other information
by management to determine whether the Company’s revenue and Analysis, Board’s Report including Annexures to
performance obligations under the contracts and/ or the control is and, in doing so, consider whether the other information
recognition policies had been properly applied and has been
transferred to the customer.
appropriately measured; and testing management‘s calculations. Board’s Report, Business Responsibility Report, Corporate is materially inconsistent with the standalone financial
Revenue is recognized in a manner that depicts the transfer of Governance and Shareholder’s Information, but does not statements or our knowledge obtained during the course of
• We tested the effectiveness of controls relating to contract
goods and/ or services to customers at an amount that reflects the
monitoring, billings and approvals and related IT controls used
include the consolidated financial statements, standalone our audit or otherwise appears to be materially misstated.
consideration the Company expects to be entitled to in exchange for financial statements and our auditor’s report thereon. The
to generate the information. The basis for the evaluation of
those goods or services. When we read the other information identified above, if we
internal control has been Company’s internal control framework other information is expected to be made available to us
for financial reporting. The testing of controls and amounts has after the date of this auditor’s report. conclude that there is a material misstatement therein, we
been performed on a sample basis. are required to communicate the matter to those charged
with governance.

158 SIS Limited Annual Report 2022-23 159


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Independent Auditor’s Report (Contd.)

Responsibilities of Management and Those As part of an audit in accordance with SAs, we exercise statements may be influenced. We consider quantitative (c) The Balance Sheet, the Statement of Profit and
Charged with Governance for the Standalone professional judgment and maintain professional skepticism materiality and qualitative factors in (i) planning the scope of Loss including Other Comprehensive Income,
Financial Statements throughout the audit. We also: our audit work and in evaluating the results of our work; and Statement of Changes in Equity and the Statement
The Company’s Board of Directors is responsible for the (ii) to evaluate the effect of any identified misstatements in of Cash Flows dealt with by this Report are in
• Identify and assess the risks of material misstatement
matters stated in section 134(5) of the Act with respect to the standalone financial statements. agreement with the books of account.
of the standalone financial statements, whether due to
the preparation of these standalone financial statements fraud or error, design and perform audit procedures We communicate with those charged with governance (d) In our opinion, the aforesaid standalone financial
that give a true and fair view of the financial position, responsive to those risks, and obtain audit evidence that regarding, among other matters, the planned scope and statements comply with the Ind AS specified under
financial performance, including other comprehensive is sufficient and appropriate to provide a basis for our timing of the audit and significant audit findings, including Section 133 of the Act read with Rule 7 of the
income, changes in equity and cash flows of the Company in opinion. The risk of not detecting a material misstatement any significant deficiencies in internal control that we identify Companies (Accounts) Rules, 2014.
accordance with the Ind AS and other accounting principles resulting from fraud is higher than for one resulting from during our audit.
generally accepted in India. This responsibility also includes (e) 
On the basis of the written representations
error, as fraud may involve collusion, forgery, intentional
maintenance of adequate accounting records in accordance We also provide those charged with governance with a received from the directors as on March 31, 2023
omissions, misrepresentations, or the override of
with the provisions of the Act for safeguarding the assets of statement that we have complied with relevant ethical taken on record by the Board of Directors, none of
internal control.
the Company and for preventing and detecting frauds and requirements regarding independence, and to communicate the directors is disqualified as on March 31, 2023
other irregularities; selection and application of appropriate • Obtain an understanding of internal financial control with them all relationships and other matters that may from being appointed as a director in terms of
accounting policies; making judgments and estimates that relevant to the audit in order to design audit procedures reasonably be thought to bear on our independence, and Section 164(2) of the Act.
are reasonable and prudent; and design, implementation that are appropriate in the circumstances. Under section where applicable, related safeguards.
(f) 
With respect to the adequacy of the internal
and maintenance of adequate internal financial controls, 143(3)(i) of the Act, we are also responsible for expressing
From the matters communicated with those charged with financial controls with reference to the financial
that were operating effectively for ensuring the accuracy our opinion on whether the Company has adequate
governance, we determine those matters that were of statements of the Company and the operating
and completeness of the accounting records, relevant to the internal financial controls system in place and the
most significance in the audit of the standalone financial effectiveness of such controls, refer to our
preparation and presentation of the standalone financial operating effectiveness of such controls.
statements of the current period and are therefore the key separate Report in “Annexure B”. Our report
statements that give a true and fair view and are free from • Evaluate the appropriateness of accounting policies used audit matters. We describe these matters in our auditor’s expresses an unmodified opinion on the adequacy
material misstatement, whether due to fraud or error. and the reasonableness of accounting estimates and report unless law or regulation precludes public disclosure and operating effectiveness of the Company’s
In preparing the standalone financial statements, related disclosures made by the management. about the matter or when, in extremely rare circumstances, internal financial controls with reference to the
management is responsible for assessing the Company’s we determine that a matter should not be communicated financial statements.
• Conclude on the appropriateness of management’s use
ability to continue as a going concern, disclosing, as in our report because the adverse consequences of doing
of the going concern basis of accounting and, based (g) With respect to the other matters to be included
applicable, matters related to going concern and using the so would reasonably be expected to outweigh the public
on the audit evidence obtained, whether a material in the Auditor’s Report in accordance with the
going concern basis of accounting unless management either interest benefits of such communication.
uncertainty exists related to events or conditions that requirements of section 197(16) of the Act,
intends to liquidate the Company or to cease operations, or may cast significant doubt on the Company’s ability to as amended:
has no realistic alternative but to do so. Report on Other Legal and Regulatory
continue as a going concern. If we conclude that a material
Requirements In our opinion and to the best of our information
The Board of Directors is also responsible for overseeing the uncertainty exists, we are required to draw attention
1. As required by the Companies (Auditor’s Report) Order, and according to the explanations given to us, the
Company’s financial reporting process. in our auditor’s report to the related disclosures in the
2020 (the “Order”) issued by the Central Government in remuneration paid by the Company to its directors
standalone financial statements or, if such disclosures
terms of Section 143 (11) of the Act, we give in “Annexure during the year is in accordance with the provisions
Auditor’s Responsibilities for the Audit of the are inadequate, to modify our opinion. Our conclusions
A” a statement on the matters specified in paragraphs 3 of section 197 of the Act.
Standalone Financial Statements are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or and 4 of the Order. (h) With respect to the other matters to be included
Our objectives are to obtain reasonable assurance about
conditions may cause the Company to cease to continue 2. As required by Section 143(3) of the Act, based on our in the Auditor’s Report in accordance with Rule 11
whether the standalone financial statements as a whole
as a going concern. audit we report that: of the Companies (Audit and Auditors) Rules, 2014,
are free from material misstatement, whether due to fraud
as amended, in our opinion and to the best of our
or error, and to issue an auditor’s report that includes our • Evaluate the overall presentation, structure and content (a) We have sought and obtained all the information information and according to the explanations
opinion. Reasonable assurance is a high level of assurance, of the standalone financial statements, including the and explanations which to the best of our given to us:
but is not a guarantee that an audit conducted in accordance disclosures, and whether the standalone financial knowledge and belief were necessary for the
with SAs will always detect a material misstatement when it statements represent the underlying transactions and purposes of our audit. i. The Company has disclosed the impact of
exists. Misstatements can arise from fraud or error and are events in a manner that achieves fair presentation. pending litigations on its financial position
considered material if, individually or in the aggregate, they (b) In our opinion, proper books of account as required in its standalone financial statements. (Refer
Materiality is the magnitude of misstatements in the by law have been kept by the Company so far as it
could reasonably be expected to influence the economic Note 34 to the financial statements)
standalone financial statements that, individually or in appears from our examination of those books.
decisions of users taken on the basis of these standalone
aggregate, makes it probable that the economic decisions of
financial statements.
a reasonably knowledgeable user of the standalone financial

160 SIS Limited Annual Report 2022-23 161


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Independent Auditor’s Report (Contd.) Annexure “A” to the Independent Auditor’s Report
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report
to the Members of SIS Limited of even date)

ii. 
The Company did not have any long-term c. 
Based on the audit procedures that To the best of our information and according to the ii. (a) As explained to us, physical verification has been
contracts including derivative contracts have been considered reasonable and explanations provided to us by the Company and the books conducted by the management at reasonable
for which there were any material appropriate in the circumstances, nothing of account and records examined by us in the normal course intervals during the year in respect of inventory i.e.
foreseeable losses. has come to our notice that has caused of audit, we state that: uniforms and the procedures of physical verification
us to believe that the representations of inventory followed by the management are
iii. There were no amounts which were required i. 
In respect of the Company’s Property, Plant and
under sub-clause (i) and (ii) of Rule 11(e), reasonable in relation to the size of the Company
to be transferred to the Investor Education Equipment and Intangible Assets:
as provided under (a) and (b) above, and nature of its business. As far as we could
and Protection Fund by the Company.
contain any material misstatement. a. (A) The Company has maintained proper records ascertain and according to the information and
iv. a. The Management has represented that, showing full particulars, including quantitative explanations given to us, no discrepancies of 10%
v. The Company had not declared and paid any
to the best of its knowledge and belief, details and situation of Property, Plant and or more in the aggregate were noticed between
dividend during the year and until the date of
no funds (which are material either Equipment and relevant details of right of the physical stock and book records.
this report is in compliance with Section 123
individually or in the aggregate) have use assets.
of the Act. (b) According to the information and explanation given
been advanced or loaned or invested
(B) The Company has maintained proper records to us and based on our examination of records,
(either from borrowed funds or share vi. 
Proviso to Rule 3(1) of the Companies
showing full particulars of intangible assets. the company has been sanctioned working capital
premium or any other sources or (Accounts) Rules, 2014 for maintaining books
limit against current asset in excess of C 5 Crore,
kind of funds) by the Company to or in of account using accounting software which b. 
According to the information and explanation
in aggregate, from banks. The quarterly returns or
any other person or entity, including has a feature of recording audit trail (edit log) provided to us, the Property, Plant & Equipment
statements filed by the Company with such banks
foreign entity (“Intermediaries”), with facility is applicable to the Company with effect and right of use assets have been physically
are in agreement with the books of account of
the understanding, whether recorded from April 1, 2023, and accordingly, reporting verified by the management in phased manner
the Company.
in writing or otherwise, that the under Rule 11(g) of Companies (Audit and according to designed process, which in our
Intermediary shall, whether, directly or Auditors) Rules, 2014 is not applicable for the opinion is reasonable having regard to the size iii. According to the information and explanations given to
indirectly lend or invest in other persons financial year ended March 31, 2023. of the Company and the nature of its assets. us and on the basis of our examination of the records
or entities identified in any manner The discrepancies, noticed on such physical of the Company, the Company has made investment
whatsoever by or on behalf of the verification had been properly dealt with in the in, provided guarantee or security, granted unsecured
Company (“Ultimate Beneficiaries”) or For S S Kothari Mehta & Company books of account. loans to companies, firms, limited liability partnership
provide any guarantee, security or the like Chartered Accountants or any other parties during the year in respect of which
c. According to the information and explanation given
on behalf of the Ultimate Beneficiaries; Firm’s Registration No.000756N the requisite information is set out below. However
to us and based on our examination of records,
there were no advances in the nature of loans given
b. 
The Management has represented, we report that, the title deeds of all immovable
during the year:
that, to the best of its knowledge and properties disclosed in the financial statements
Naveen Aggarwal
belief, no funds (which are material included under Property, Plant and Equipment (a) (A) 
Based on the audit procedures carried
Partner
either individually or in the aggregate) (other than properties where the Company is the on by us and as per the information and
Membership No.094380
have been received by the Company lessee and the lease agreements are duly executed explanations given to us, the Company has
UDIN : 23094380BGUMYB9715
from any person or entity, including in favour of the lessee) are held in the name of the not provided any advances in the nature
foreign entity (“Funding Parties”), with Company as at the balance sheet date. of loans. However, the Company has given
the understanding, whether recorded in loans or guarantee to subsidiaries which are
Place : New Delhi d. 
According to the information and explanation
writing or otherwise, that the Company disclosed hereunder:
Date : May 03, 2023 given to us and based on our examination of
shall, whether, directly or indirectly, lend (H in Million)
records, the Company has not revalued any of its
or invest in other persons or entities
Property, Plant and Equipment (including right- of- Particulars Guarantee Loans
identified in any manner whatsoever
use assets) and intangible assets during the year. Aggregate amount granted / 120.00 31.96
by or on behalf of the Funding Party provided during the year to
(“Ultimate Beneficiaries”) or provide any e. According to the information and explanation given subsidiaries
guarantee, security or the like on behalf to us and based on our examination of records, no Balance outstanding as 3,660.26 141.21
of the Ultimate Beneficiaries; proceedings have been initiated during the year at balance sheet date in
or are pending against the Company as at March respect of above cases to
subsidiaries.
31, 2023 for holding any benami property under
the Benami Transactions (Prohibition) Act, 1988 (as
amended in 2016) and rules made thereunder.

162 SIS Limited Annual Report 2022-23 163


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Annexure “A” to the Independent Auditor’s Report (Contd.)

(B) 
According to the information and iv. According to the information and explanations given to b. Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2023
explanations given to us and on the basis us, provisions of Section 185 are not applicable to the on account of disputes are given below:
of our examination of the records of the Company. However, the Company has complied with (H in Million)
Company, there are no loans or advances the provisions of Section 186 of the Companies Act, Period to which the
Name of the statute Nature of Dues Forum where Dispute is Pending Amount
and guarantees or securities to parties other 2013 in respect of loans granted, investments made Amount Relates
than subsidiaries, joint venture. Further the and guarantees provided, to the extent applicable. Finance Act, 1994 Service tax Appellate Authority – upto Commissioners level FY* 2011-12 0.18
company is not having any associates during (at Madurai)
v. According to the information and explanations given to
the year. Finance Act, 1994 Service tax Appellate Authority – upto Comm. Appeal FY* 2011-12 1.55
us, during the year the Company has neither accepted
level (Commissioner Appeal allowed, however
(b) In our opinion, the investments made, guarantees any deposits from the public nor any deposits are sent back to commissioner)
provided and security given and the terms and outstanding during the year. There are no deemed Finance Act, 1994 Service tax Appellate Authority – upto commissioner level FY* 2014-15 & 0.19
conditions of the grant of all loans and guarantees deposits under the provisions of Companies Act, 2013 FY 2015-16
provided, during the year are, prima facie, not and rules thereunder. Accordingly, the provisions of Finance Act, 1994 Service tax Appellate Authority – upto Pr. Commissioner Level FY* 2014-15, 67.89
prejudicial to the Company’s interest. clause 3 (v) of the Order are not applicable. FY* 2015-16 &
FY* 2016-17
(c) 
According to the information and explanations vi. 
In our opinion and according to the information Finance Act, 1994 Service tax Appellate Authority – upto commissioner level FY* 2015-16 32.48
given to us and on the basis of our examination and explanations given to us, the requirement of Income tax Act, 1961 Income tax demand Appellate Authority – CIT (A) FY* 2012-13 4.22
of the records of the Company, in respect of maintenance of cost records pursuant to Companies Income tax Act, 1961 Income tax demand Appellate Authority – CIT (A) FY* 2015-16 3.21
loans granted by the Company, the schedule of (Cost Records and Audit) Rules, 2014 prescribed by Income tax Act, 1961 Income tax demand Appellate Authority – CIT (A) FY* 2015-16 1.00
repayment of principal and payment of interest the Central Government in terms of sub-section (1) Income tax Act, 1961 Income tax demand Appellate Authority – CIT (A) FY* 2016-17 1.00
has been stipulated and the repayments or of section 148 of the Companies Act, 2013 are not Income tax Act, 1961 Income tax demand Appellate Authority – CIT (A) FY* 2016-17 3.12
receipts are regular. applicable to the company. Hence, reporting under Income tax Act, 1961 Income tax demand Appellate Authority – CIT (A) FY* 2017-18 41.12
clause 3(vi) of the Order is not applicable. Income tax Act, 1961 Income tax demand Appellate Authority – CIT (A) FY* 2018-19 208.73
(d) 
According to the information and explanations
given to us and on the basis of our examination vii. According to the information and explanations given to * FY = Financial Year
of the records of the Company, there is no us and the records of the Company examined by us, in
amount overdue in respect of the loans as per the our opinion: viii. 
There were no transactions relating to previously (d) 
According to the information and explanation
respective loan agreements. unrecorded income that have been surrendered given to us and based on our examination of
a. 
the Company is generally regular in depositing
or disclosed as income during the year in the tax records, funds raised on short- term basis have,
(e) 
According to the information and explanations undisputed statutory dues in respect of provident
assessments under the Income Tax Act, 1961 (43 of prima facie, not been used during the year for
given to us and on the basis of our examination of fund, employees’ state insurance, income tax,
1961). long-term purposes by the Company.
the records of the Company, there is no loan which goods and services tax, service tax, sales tax, duty
has been renewed or extended or fresh loans of customs, duty of excise, value added tax, cess ix. (a) According to the information and explanation given (e) 
According to the information and explanation
granted to settle the overdue of existing loans and other material statutory dues as applicable, to us and based on our examination of records, the given to us and based on our examination of
given to same parties. Hence reporting under with the appropriate authorities with slight delays. Company has not defaulted in repayment of loans records, the Company has not taken any funds
clause 3(iii)(e) is not applicable. There were no undisputed amounts outstanding or other borrowings or in the payment of Interest from any entity or person on account of or to meet
at the year-end for a period of more than six thereon to any lender and hence, reporting under the obligations of its subsidiaries or joint venture.
(f) 
The Company has not granted any loans or
months from the date they became payable except clause 3(ix)(a) of the Order is not applicable. Company is not having any associate. Accordingly,
advances in the nature of loans either repayable
employee provident fund where the amount the reporting under this clause 3(ix)(e) of the Order
on demand or without specifying any terms or (b) 
Based on the information and explanations
involved is H 1.09 Million. is not applicable.
period of repayment during the year. Hence the obtained by us, the Company has not been
reporting under clause 3(iii)(f) is not applicable. declared wilful defaulter by any bank or financial (f) According to the information and explanation given
institution or other lender. to us and based on our examination of records,
the Company has not raised loans on the pledge of
(c) 
According to the information and explanation
securities held in its subsidiaries or joint ventures
given to us and based on our examination of
except as mentioned below. Further, there is no
records, the Company has applied the term loans
default in repayment of such loans. The Company
for the purpose for which the loans were obtained.
is not having any associate during the year.

164 SIS Limited Annual Report 2022-23 165


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Annexure “A” to the Independent Auditor’s Report (Contd.)

Carrying Value (c) 


According to the information and explanations causes us to believe that any material uncertainty
Amount
Nature of Name of
of loan
of Loan as Name of the
Relation Details of security pledged given to us and based on our examination of the exists as on the date of the audit report indicating that
loan taken lender per financial subsidiary
involved
statements** records, the Company is not a Core Investment Company is not capable of meeting its liabilities existing
Company (CIC) as defined in the regulations at the date of balance sheet as and when they fall due
Term Loan Axis Finance 950.00 940.12 Dusters Total Wholly owned Equity Shares having carrying
Limited (NBFC) Solutions Services subsidiary value of H 255.53 Million (i.e. made by the Reserve Bank of India, accordingly, within a period of one year from the balance sheet date.
Pvt Ltd 13% of H 1965.58* Million) paragraph 3(xvi)(c) of the Order is not applicable. We, however, state that this is not an assurance as to
Term Loan Bajaj Finance 950.00 940.22 Dusters Total Wholly owned Equity Shares having carrying the future viability of the Company. We further state
(d) 
According to the information and explanations
Limited (NBFC) Solutions Services subsidiary value of H 255.53 Million (i.e. that our reporting is based on the facts up to the date
Pvt Ltd 13% of H 1965.58* Million) given to us and based on our examination of the
of the audit report and we neither give any guarantee
records, there is no core investment company
* Refer Note 6 read with Note 15 to the standalone financial statements. nor any assurance that all liabilities falling due within a
within the Group (as defined in the Core Investment
** Refer Note 15 to the standalone financial statements. period of one year from the balance sheet date, will get
Companies (Reserve Bank) Directions, 2016) and
discharged by the Company as and when they fall due.
accordingly reporting under clause 3(xvi)(d) of the
x. (a) 
According to the information and explanation xii. 
The Company is not a Nidhi Company and hence Order is not applicable. xx. 
There are no unspent amounts towards Corporate
given to us and on the basis of our examination of reporting under clause 3(xii) of the Order is Social Responsibility (CSR) on ongoing or other than
the records, the Company has not raised moneys not applicable. xvii. According to the information and explanations given
ongoing projects requiring a transfer to a Fund specified
by way of initial public offer or further public offer to us and based on our examination of the records,
xiii. 
In our opinion, the Company is in compliance with in Schedule VII to the Companies Act in compliance with
(including debt instruments) during the year and the Company has not incurred cash losses during the
Section 177 and 188 of the Companies Act, 2013 with second proviso to sub-section (5) of Section 135 of the
hence reporting under clause 3(x)(a) of the Order financial year covered by our audit and the immediately
respect to applicable transactions with the related said Act. Accordingly, reporting under clause 3(xx)(a)
is not applicable. preceding financial year.
parties and the details of related party transactions and 3(xx)(b) of the Order is not applicable for the year.
(b) 
According to the information and explanation have been disclosed in the standalone financial xviii. According to the information and explanations given
given to us the company has not made any statements as required by the applicable Ind AS (Refer to us and based on our examination of the records,
preferential allotment or private placement of Note No. 39 to the financial statements). the previous statutory auditors of the Company had For S S Kothari Mehta & Company
shares or convertible debentures (fully, partially vacated the office on completion of their tenure during Chartered Accountants
xiv. (a) According to the information and explanation given the period under audit. We have obtained no objection Firm’s Registration No.000756N
or optionally convertible) during the year. Hence,
to us and based on our examination of records, in from the previous statutory auditors and no issues
reporting under clause (x)(b) of para 3 of the order
our opinion the Company has an adequate internal have been informed to us.
is not applicable.
audit system commensurate with the size and the Naveen Aggarwal
xi. (a) As per the information and explanation given to nature of its business. xix. On the basis of the financial ratios, ageing and expected
Partner
us and on the basis of our examination of the dates of realisation of financial assets and payment of
(b) 
We have considered, the internal audit reports Membership No.094380
records, we have neither come across any instance financial liabilities, other information accompanying
for the year under audit, issued to the Company UDIN : 23094380BGUMYB9715
of fraud by the company or on the company by the financial statements and our knowledge of the
during the year and till date of our report, in Board of Directors and Management plans and based
its employees, noticed or reported during the
determining the nature, timing and extent of our on our examination of the evidence supporting the
year, nor have been informed of such case by Place : New Delhi
audit procedures. assumptions, nothing has come to our attention, which
the management. Date : May 03, 2023
xv. According to the information and explanations given
(b) According to the information and explanation given
to us and based on our examination of the records of
to us and based on our examination of records,
the Company, the Company has not entered into non-
no report under sub-section (12) of section 143 of
cash transactions with directors or persons connected
the Companies Act has been filed in Form ADT-4 as
with him. Accordingly, clause 3(xv) of the Order is
prescribed under rule 13 of Companies (Audit and
not applicable.
Auditors) Rules, 2014 with the Central Government,
during the year and upto the date of this report. xvi. (a) 
The Company is not required to be registered
under section 45-IA of the Reserve Bank of India
(c) We have been informed that there are no whistle
Act 1934. Accordingly, the provisions of the clause
blower complaints received by the Company during
3(xvi)(a) of the Order are not applicable.
the year (and upto the date of this report), while
determining the nature, timing and extent of our (b) 
According to the information and explanations
audit procedures. Accordingly, the reporting under given to us and based on our examination of
the clause 3(xi)(c) of the Order is not applicable. the records, the Company has not conducted
any Non-Banking Financial or Housing Finance
activities. Accordingly, clause 3(xvi)(b) of the Order
is not applicable.

166 SIS Limited Annual Report 2022-23 167


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Annexure “B” to the Independent Auditor’s Report


(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report
to the Members of SIS Limited of even date)

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of sub- section
3 of Section 143 of the Companies Act, 2013 (the “Act”)

We have audited the internal financial controls with reference Our audit involves performing procedures to obtain audit Inherent Limitations of Internal Financial Controls were operating effectively as at March 31, 2023, based
to financial statements of SIS LIMITED (formerly known evidence about the adequacy of the internal financial with reference to the financial statements on the criteria for internal financial control with reference
as ‘Security and Intelligence Services (India) Limited’) controls system with reference to financial statements and Because of the inherent limitations of internal financial to financial statements established by the Company
(the “Company”) as of March 31, 2023 in conjunction with our their operating effectiveness. Our audit of internal financial controls with reference to financial statements, including the considering the essential components of internal control
audit of the standalone Ind AS financial statements of the controls with reference to financial statements included possibility of collusion or improper management override stated in the Guidance Note on Audit of Internal Financial
Company for the year ended on that date. obtaining an understanding of internal financial controls, of controls, material misstatements due to error or fraud Controls over Financial Reporting issued by the ICAI.
assessing the risk that a material weakness exists, and testing may occur and not be detected. Also, projections of any
Management’s Responsibility for Internal Financial and evaluating the design and operating effectiveness of evaluation of the internal financial controls with reference to
Controls internal control based on the assessed risk. The procedures financial statements to future periods are subject to the risk For S S Kothari Mehta & Company
The Management of the Company is responsible for selected depend on the auditor’s judgement, including the that the internal financial control with reference to financial Chartered Accountants
establishing and maintaining internal financial controls assessment of the risks of material misstatement of the statements may become inadequate because of changes in Firm’s Registration No.000756N
based on the internal control with reference to financial financial statements, whether due to fraud or error. conditions, or that the degree of compliance with the policies
statements criteria established by the Company considering We believe that the audit evidence we have obtained, is or procedures may deteriorate.
the essential components of internal control stated in the Naveen Aggarwal
sufficient and appropriate to provide a basis for our audit
Guidance Note on Audit of Internal Financial Controls over Opinion Partner
opinion on the Company’s internal financial controls system
Financial Reporting issued by the Institute of Chartered Membership No.094380
with reference to the financial statements. In our opinion, to the best of our information and according to
Accountants of India (the “ICAI”). These responsibilities UDIN : 23094380BGUMYB9715
the explanations given to us, the Company has, in all material
include the design, implementation and maintenance of Meaning of Internal Financial Controls with respects, an adequate internal financial controls system
adequate internal financial controls that were operating reference to the financial statements with reference to financial statements and such internal
effectively for ensuring the orderly and efficient conduct of Place : New Delhi
A company’s internal financial control with reference to financial controls with reference to financial statements
its business, including adherence to company’s policies, the Date : May 03, 2023
financial statements is a process designed to provide
safeguarding of its assets, the prevention and detection of
reasonable assurance regarding the reliability of financial
frauds and errors, the accuracy and completeness of the
reporting and the preparation of financial statements for
accounting records, and the timely preparation of reliable
external purposes in accordance with generally accepted
financial information, as required under the Act.
accounting principles. A company’s internal financial control
with reference to financial statements includes those
Auditor’s Responsibility
policies and procedures that (1) pertain to the maintenance
Our responsibility is to express an opinion on the of records that, in reasonable detail, accurately and fairly
Company’s internal financial controls with reference to reflect the transactions and dispositions of the assets of the
financial statements of the Company based on our audit. company; (2) provide reasonable assurance that transactions
We conducted our audit in accordance with the Guidance are recorded as necessary to permit preparation of
Note on Audit of Internal Financial Controls over Financial financial statements in accordance with generally accepted
Reporting (the “Guidance Note”) issued by the ICAI and the accounting principles, and that receipts and expenditures
Standards on Auditing prescribed under Section 143(10) of the company are being made only in accordance with
of the Companies Act, 2013, to the extent applicable to an authorisations of management and directors of the
audit of internal financial controls. Those Standards and company; and (3) provide reasonable assurance regarding
the Guidance Note require that we comply with ethical prevention or timely detection of unauthorised acquisition,
requirements and plan and perform the audit to obtain use, or disposition of the company’s assets that could have a
reasonable assurance about whether adequate internal material effect on the financial statements.
financial controls with reference to financial statements were
established and maintained and if such controls operated
effectively in all material respects.

168 SIS Limited Annual Report 2022-23 169


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Balance Sheet Statement of Profit and Loss


as at March 31, 2023 for the year ended March 31, 2023
All amounts in C Million, except share data All amounts in C Million, except share data

As at As at S. Year ended Year ended


Particulars Note No. Particulars Note No.
March 31, 2023 March 31, 2022 No. March 31, 2023 March 31, 2022
A ASSETS 1 Income
Non-current assets (a) Revenue from operations 23 39,848.72 33,178.47
Property, plant and equipment 4 1,348.44 1,233.48
(b) Other income 24 694.26 631.22
Capital work-in-progress 4 180.15 -
Other intangible assets 5 128.25 6.53 (c) Other gain/(loss) 25 (1.90) 2.95
Intangible assets under development 5 136.71 211.40 Total Income (a + b + c) 40,541.08 33,812.64
Financial assets
2 Expenses
(i) Investments 6 5,733.59 5,765.48
(ii) Other non-current financial assets 7 459.89 597.13 (a) Purchases of inventory 433.48 394.86
Deferred tax assets (net) 8 1,689.83 1,045.66 (b) Changes in inventory 26 (3.37) 34.85
Income tax assets 8 1,204.96 1,410.12
(c) Employee benefits expense 27 35,302.02 29,804.80
Other non-current assets 9 30.49 31.83
Total non-current assets 10,912.31 10,301.63 (d) Finance costs 29 670.45 560.80
Current assets (e) Depreciation and amortization expenses 30 542.61 378.60
Inventories 10 150.57 147.20 (f) Other expenses 31 2,246.77 1,483.21
Financial assets
(i) Investments 6 179.89 - Total expenses ( a + b + c + d + e + f) 39,191.96 32,657.12
(ii) Trade receivables 11 6,863.07 5,072.09 3 Profit before exceptional items and tax (1-2) 1,349.12 1,155.52
(iii) Cash and cash equivalents 12 1,002.49 1,303.00 4 Exceptional items - -
(iv) Bank balances other than (iii) above 12 536.43 283.98
5 Profit before tax (3 - 4) 1,349.12 1,155.52
(v) Other current financial assets 7 2,948.50 2,358.58
Other current assets 9 629.86 445.36 6 Tax expense/(credit)
Total current assets 12,310.81 9,610.21 (a) Current tax 8 114.11 32.11
Total assets 23,223.12 19,911.84
(b) Deferred tax 8 (666.29) (215.60)
B EQUITY AND LIABILITIES
Equity Total tax expense/(credit) (552.18) (183.49)
Equity share capital 13 728.65 735.16 7 Profit for the year (5 - 6) 1,901.30 1,339.01
Other equity 14 8,737.87 7,625.28
8 Other comprehensive income
Total equity 9,466.52 8,360.44
Liabilities Items that will not be reclassified to profit or loss:
Non-current liabilities (a) Re-measurement of defined benefits plan 27 87.91 (80.63)
Financial liabilities (b) Income tax relating to these items 8 (22.12) 20.29
(i) Borrowings 15 2,904.53 1,011.08
(ia) Lease liabilities 16 398.52 414.30 Other comprehensive income/(loss) for the year (net of taxes) 65.79 (60.34)
(ii) Other non-current financial liabilities 18 1.47 5.87 9 Total comprehensive income for the year (7 + 8) 1,967.09 1,278.67
Provisions 20 813.45 786.90 10 Earnings per share (EPS) (face value H 5 per share) 32
Total non-current liabilities 4,117.97 2,218.15
Current liabilities (a) Basic (H) 12.97 9.10
Financial liabilities (b) Diluted (H) 12.86 9.01
(i) Borrowings 15 4,704.82 5,387.23 11 Weighted average equity shares used in computing earnings per equity share 32
(ia) Lease liabilities 16 96.93 76.13
(ii) Trade payables (a) Basic (Nos.) 146,537,510 147,150,940
 (a) Total outstanding dues of micro enterprises and small enterprises 17 24.30 6.13 (b) Diluted (Nos.) 147,849,999 148,639,390
 (b) Total outstanding dues of creditors other than micro enterprises and small 17 199.88 124.21
enterprises
The accompanying notes 1 to 42 form an integral part of these financial statements.
(iii) Other current financial liabilities 18 3,234.02 2,526.44
Other current liabilities 21 1,201.18 1,086.84 As per our report of even date
Provisions 20 177.50 126.27
For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Total current liabilities 9,638.63 9,333.25
Chartered Accountants
Total liabilities 13,756.60 11,551.40 (Firm’s Registration No. 000756N)
Total equity and liabilities 23,223.12 19,911.84
Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
The accompanying notes 1 to 42 form an integral part of these financial statements. (Partner) Chairman Managing Director Director – Finance
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)
As per our report of even date
Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri
For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary
Chartered Accountants
(Firm’s Registration No. 000756N)

Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
(Partner) Chairman Managing Director Director – Finance
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)

Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri


Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary

170 SIS Limited Annual Report 2022-23 171


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Statement of changes in Equity Statement of Cash Flows


for the year ended March 31, 2023 for the year ended March 31, 2023
All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

A. Equity Share Capital S. Year ended Year ended


Particulars
No. March 31, 2023 March 31, 2022
Particulars Amounts
A. CASH FLOWS FROM OPERATING ACTIVITIES
As at April 01, 2021 741.51
Profit before tax 1,349.12 1,155.52
Issued on exercise of stock options 2.74
Buyback of equity shares (refer note 13) (9.09) Adjusted for:
As at March 31, 2022 735.16 Depreciation and amortization expenses 542.61 378.60
Issued on exercise of stock options 0.76
Unrealized foreign exchange (gain)/loss 1.33 (0.83)
Buyback of equity shares (refer note 13) (7.27)
As at March 31, 2023 728.65 Net (gain)/loss on sale of property, plant and equipment 1.00 (2.08)
Finance costs 670.45 560.80
B. Other Equity Interest income (174.13) (126.28)
Provision for doubtful debts 209.17 97.33
Year ended March 31, 2022
Dividend income (520.13) (504.94)
Reserves and surplus Other reserves Share Employee stock option compensation expense 78.47 112.47
Share application Total
Particulars Securities General Retained options
Debenture Capital money other Operating profit/(loss) before working capital changes 2,157.89 1,670.59
redemption redemption pending equity
premium reserve earnings outstanding
reserve reserve
Changes in working capital:
account allotment
Decrease/(increase) in trade receivables (2,000.16) (713.83)
As at April 01, 2021 4,078.79 188.94 2,655.65 77.23 375.00 - 0.29 7,375.90
Decrease/(increase) in inventories (3.37) 34.85
Profit for the year - - 1,339.01 - - - - 1,339.01
Other comprehensive income/(loss) - - (60.34) - - - - (60.34) Decrease/(increase) in other current assets 84.18 315.78
Total comprehensive income for the year - - 1,278.67 - - - - 1,278.67 Decrease/(increase) in other current financial assets (544.28) (194.66)
Employee share-based payment expense - - - 203.46 - - - 203.46 (Decrease)/increase in trade payables 93.83 49.99
Buyback of equity shares, including tax thereon (1,000.00) - (230.84) - - 9.09 - (1,221.75)
(Decrease)/increase in provisions 165.71 116.40
Transaction cost related to buyback of equity shares (10.73) - - - - - - (10.73)
(net of taxes) (Decrease)/increase in other current liabilities 112.70 110.76
Creation/transfer of debenture redemption reserve - 375.00 - - (375.00) - - - (Decrease)/increase in other current financial liabilities 621.52 371.08
Share application money received during the year - - - - - - 2.47 2.47 Decrease/(increase) in other non-current assets 2.58 0.05
Issued on exercise of stock options (refer note 28) 55.28 - - (55.28) - - (2.74) (2.74)
Decrease/(increase) in other non-current financial assets 209.39 23.39
As at March 31, 2022 3,123.34 563.94 3,703.48 225.41 - 9.09 0.02 7,625.28
(Decrease)/increase in other non-current financial liabilities (1.19) 0.83
Year ended March 31, 2023 Cash (used in)/generated from operations 898.80 1,785.23
Direct tax (paid), net of refunds (213.04) (504.09)
Reserves and surplus Other reserves Share
application Total
Net cash inflow/(outflow) from operating activities 685.76 1,281.14
Share
Particulars Debenture Capital money other B. CASH FLOWS FROM INVESTING ACTIVITIES
Securities General Retained options
redemption redemption pending equity
premium reserve earnings outstanding Purchase of property plant and equipment and capital work-in-progress (727.20) (620.37)
reserve reserve allotment
account
Proceeds from sale/disposal of property, plant and equipment 11.61 20.46
As at April 01, 2022 3,123.34 563.94 3,703.48 225.41 - 9.09 0.02 7,625.28
Profit for the year - - 1,901.30 - - - - 1,901.30 Investment in subsidiary (refer note 6) (17.77) (512.05)
Other comprehensive income/(loss) - - 65.79 - - - - 65.79 Other investments made (63.29) -
Total comprehensive income for the year - - 1,967.09 - - - - 1,967.09 Investment in fixed deposits (697.91) -
Employee share-based payment expense - - - 135.54 - - - 135.54
Redemption of fixed deposits 376.25 1,607.85
Buyback of equity shares, including tax thereon (800.00) - (184.67) - - 7.27 - (977.40)
Transaction cost related to buyback of equity shares (12.62) - - - - - - (12.62) Interest received 151.70 120.79
(net of taxes) Dividend received 520.13 504.94
Share application money received during the year - - - - - - 0.70 0.70 Net cash inflow/(outflow) from investing activities (446.48) 1,121.62
Issued on exercise of stock options (refer note 28) 23.55 - - (23.55) - - (0.72) (0.72)
Stock options expired - 2.53 - (2.53) - - - -
As at March 31, 2023 2,334.27 566.47 5,485.90 334.87 - 16.36 (0.00) 8,737.87

The accompanying notes 1 to 42 form an integral part of these financial statements.


As per our report of even date
For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Chartered Accountants
(Firm’s Registration No. 000756N)

Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
(Partner) Chairman Managing Director Director – Finance
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)

Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri


Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary

172 SIS Limited Annual Report 2022-23 173


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Statement of Cash Flows (Contd.) Notes to the Financial Statements


for the year ended March 31, 2023 All amounts in C Million, unless stated otherwise

All amounts in C Million, unless stated otherwise

S. Year ended Year ended 1. Company overview throughout the document may not add up precisely to
Particulars
No. March 31, 2023 March 31, 2022 the totals and percentages may not precisely reflect the
SIS Limited (“the Company”) is a company limited

C. CASH FLOWS FROM FINANCING ACTIVITIES by shares, incorporated and domiciled in India. absolute figures. The figures which are appearing as ‘0’
Proceeds from issue of share capital (net of share issue expenses) 0.76 2.47 The Company is listed on the BSE Limited (“BSE”) are the result of rounding off.
Buyback of equity shares including transaction cost and tax (997.29) (1,241.57) and The National Stock Exchange of India Limited
Proceeds from term loans 2,283.17 219.00 (“NSE”). Its registered office is situated at Annapurna 2.2 Basis of measurement
Repayment of term loans (305.05) (132.92) Bhawan, Telephone Exchange Road, Kurji, Patna, The financial statements have been prepared under
Bonds/debentures repaid/redeemed (1,900.00) (1,499.79) Bihar – 800 010, India, and its principal place of business the historical cost convention on an accrual and going
Interest paid (593.94) (677.01) is situated at A-28 & 29, Okhla Industrial Area, Phase I, concern basis, except for the following material items
Payment of lease liabilities (154.07) (130.31) New Delhi – 110 020. which have been measured at fair value as required by
Net cash inflow/(outflow) from financing activities (1,666.42) (3,460.13) relevant Ind AS:
The name of the Company has been changed to ‘SIS
D. Net increase/(decrease) in cash and cash equivalents (A+B+C) (1,427.14) (1,057.37) Limited’ from ‘Security and Intelligence Services (India) (a) certain financial assets and financial liabilities
E. Cash and cash equivalents at the beginning of the year 1,303.00 2,061.91 Limited’ and a fresh certificate of incorporation in the (including derivative financial instruments) and
F. Cash credit at the beginning of the year (3,288.46) (2,990.00) name of ‘SIS Limited was issued by the Registrar of contingent consideration that are measured at
Cash and cash equivalents at the end of the year (D+E+F) (3,412.60) (1,985.46) Companies on January 13, 2021. fair value;

Reconciliation of cash and cash equivalents as per the statement of the cash flows The Company is directly and indirectly engaged in (b) 
assets held for distribution to owners upon
rendering security and related services consisting of demerger that are held at lower of carrying cost
Cash and cash equivalents as per above comprise of the following: March 31, 2023 March 31, 2022
manned guarding, training, and indirectly engaged in and fair value less cost to distribute;
Cash and cash equivalents 1,002.49 1,303.00
paramedic and emergency response services; loss
Cash credit (4,415.09) (3,288.46) (c) share-based payments; and
prevention, asset protection and mobile patrols; facility
Balances as per statement of cash flows (3,412.60) (1,985.46) management services consisting of cleaning, house- (d) The defined benefit asset/(liability) which is
keeping and pest control management services in the recognized as the present value of defined benefit
Refer note 40 for reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of cash areas of facility management; cash logistics services obligation less fair value of plan assets.
flow.
consisting of cash-in-transit, ATM cash replenishment
The accompanying notes 1 to 42 form an integral part of these financial statements. Accounting policies have been applied consistently to
activities and secure transportation of precious items
all periods presented in these financial statements.
As per our report of even date and bullion; and alarm monitoring and response
For S S Kothari Mehta & Company For and on behalf of the Board of Directors services consisting of trading and installation of The financial statements are based on the classification
Chartered Accountants electronic security devices and systems through its provisions contained in Ind AS 1, ‘Presentation of
(Firm’s Registration No. 000756N) subsidiaries, joint ventures and associates. Financial Statements’ and division II of schedule III of the
Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad Companies Act, 2013. For the purpose of clarity, various
These financial statements were authorized for issue by
(Partner) Chairman Managing Director Director – Finance items are aggregated in the statements of profit and
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273) the directors on May 03, 2023.
loss and balance sheet. These items are disaggregated
Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri separately in the notes to the financial statements,
2. Significant accounting policies
Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary where applicable or required.
This note provides a list of significant accounting
policies adopted in the preparation of these Fair value measurement
financial statements.
The Company records certain financial assets and
liabilities at fair value on a recurring basis. The Company
2.1 Basis of preparation
determines fair value based on the price it would
These financial statements are prepared in accordance receive to sell an asset or pay to transfer a liability in
with Indian Accounting Standards (Ind AS) and other an orderly transaction between market participants
applicable provisions of the Companies Act, 2013 (“the at the measurement date and either in the principal
Companies Act”) and guidelines issued by the Securities market or in the absence of a principal market, most
and Exchange Board of India (SEBI). The Ind AS are advantageous market for that asset or liability.
notified under Section 133 of the Act read with Rule 3
of the Companies (Indian Accounting Standards) Rules, Fair value hierarchy
2015 as amended from time to time.
 evel 1 – Quoted prices (unadjusted) in active markets
L
The financial statements are presented in Indian for identical assets or liabilities. Level 1 hierarchy
Rupees (H) and are rounded off to the nearest Million includes financial instruments measured using quoted
(‘Mn’) except per share data and unless stated prices. This includes listed equity instruments, bonds
otherwise. Due to rounding off, the numbers presented and debentures and mutual funds that have a quoted

174 SIS Limited Annual Report 2022-23 175


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

price. The fair value of all financial instruments which All other assets are classified as non-current. Property, plant and equipment under construction and (c) Investment properties
are traded on the stock exchanges is valued using the A liability is current when it is: cost of assets not ready for use at the year-end are Property that is held for long-term rental yields or for
closing price as at the reporting period. disclosed as capital work-in-progress (‘CWIP’). capital appreciation or both, and that is not occupied
(i) Expected to be settled in the normal operating cycle;
Level 2 – Inputs other than quoted prices included
 
Advances given towards purchase of an item of by the Company, is classified as investment property.
(ii) Held primarily for the purpose of trading;
within Level 1 that are observable for the asset or liability, property, plant and equipment outstanding as at each Investment properties are measured initially at cost,
either directly (i.e., as prices) or indirectly (i.e., derived (iii) Expected to be settled within twelve months after balance sheet date are disclosed under other non- including transaction costs. Subsequent to initial
from prices). The fair value of financial instruments the reporting period; or financial assets. recognition, investment properties are stated at cost
that are not traded in an active market is determined less accumulated depreciation and accumulated
(iv) 
There is no unconditional right to defer the
using valuation techniques which maximize the use of Depreciation impairment loss, if any.
settlement of the liability for at least twelve months
observable market data and rely as little as possible 
The Company depreciates property, plant and
after the reporting period. Terms of a liability that 
The cost includes borrowing costs for long-term
on entity specific estimates. If all significant inputs equipment over the estimated useful lives using the
could, at the option of the counterparty, result in construction projects if the recognition criteria are
required to fair value an instrument are observable, the written down value method from the date, the assets
its settlement by the issue of equity instruments, met. Subsequent expenditure is capitalized to the
instrument is included in level 2. are available for use.
do not affect its classification. asset’s carrying amount only when it is probable
 evel 3 - Inputs for the assets or liabilities that are
L The estimated useful lives of assets are as follows: that future economic benefits associated with the
The Company classifies all other liabilities as
not based on observable market data (unobservable expenditure will flow to the Company and the cost of
non‑current.
inputs). If one or more of the significant inputs is not Category Useful life
such expenditure can be measured reliably. All other
based on observable market data, the instrument Deferred tax assets and liabilities are classified as Buildings 60 years repair and maintenance costs are recognized in profit or
is included in level 3. This is the case for unlisted non‑current assets and liabilities. Plant and machinery 5 to 15 years loss as incurred. When part of an investment property
equity / preference securities included in level 3. Leasehold improvement Shorter of useful life is replaced, the carrying amount of the replaced part
The operating cycle is the time between the acquisition
or lease period is derecognized.
In accordance with Ind AS 113, ‘Fair value measurement’, of assets for processing and their realization in cash
Right-of-use assets Lease period
assets and liabilities are to be measured based on the and cash equivalents. The Company has identified Investment properties are depreciated using written
Computer equipment 3 years
following valuation techniques: twelve months as its operating cycle. down value method over their estimated useful lives
Furniture and fixtures 10 years
(i) 
Market approach – Prices and other relevant of 60 years. The useful life has been determined
(b) Property, plant and equipment Office Equipment 5 years
information generated by market transactions based on a technical evaluation performed by the
Vehicles 8 years
involving identical or comparable assets Recognition and measurement management’s expert.
or liabilities. An item is recognized as an asset, if and only if, it is Based on technical assessment, the useful lives as 
Investment properties are derecognized either
probable that the future economic benefits associated given above best represent the period over which when they have been disposed of or when they are
(ii) Income approach – Converting the future amounts
with the item will flow to the Company and its cost the management expects to use these assets. The permanently withdrawn from use and no future
based on market expectations to its present value
can be measured reliably. Items of property, plant estimated useful lives for these assets may therefore economic benefit is expected from their disposal. The
using the discounting method.
and equipment (‘PPE’) are initially recognized at cost. be different from the useful lives prescribed under Part difference between the net disposal proceeds and the
(iii) Cost approach – Replacement cost method. Freehold land is carried at historical cost. All other C of Schedule II of the Companies Act, 2013. carrying amount of the asset is recognized in profit or
items of property, plant and equipment are measured loss in the period of derecognition.
The residual values are generally not more than 5% of
2.3 Summary of significant accounting policies at cost less accumulated depreciation and impairment
the original cost of the asset. The asset’s residual values,
(a) Current versus non-current classification losses, if any. Cost comprises the purchase price, asset (d) Intangible assets
useful lives and methods of depreciation of property,
retirement obligation and costs directly attributable

The Company presents assets and liabilities in plant and equipment are reviewed at each financial Recognition and measurement
towards bringing the asset to its working condition for
the balance sheet based on current/non-current year-end and adjusted prospectively, if appropriate. Intangible assets are recognized when the Company
its intended use. Any trade discounts and rebates are
classification. An asset is classified as current when it is: controls the asset, it is probable that future economic
deducted in arriving at the purchase price. General and Additions are depreciated on a pro-rata basis from the
(i) Expected to be realized or intended to be sold or specific borrowing costs directly attributable to the date, the asset is available for use till the date the assets benefits attributed to the asset will flow to the Company
consumed in the normal operating cycle; construction of a qualifying asset are capitalized as part are derecognized. and the cost of the asset can be measured reliably.
of the cost. Intangible assets acquired separately are measured
(ii) Held primarily for the purpose of trading; An item of property, plant and equipment and any on initial recognition at historical cost. The cost of
Subsequent expenditure related to an item of property, significant part, initially recognized, is derecognized intangible assets acquired in a business combination is
(iii) Expected to be realized within twelve months after
plant and equipment is added to its carrying value only upon disposal or when no future economic benefits their fair value at the date of acquisition.
the reporting period; or
when it increases the future benefits from the existing are expected from its use or disposal. Any gain or
(iv) 
Cash or cash equivalent unless the asset is asset beyond its previously assessed standard or loss arising on derecognition of the asset (calculated 
Following initial recognition, intangible assets are
restricted from being exchanged or used to settle period of performance. All other expenses on existing as the difference between the net disposal proceeds carried at cost less any accumulated amortization
a liability for at least twelve months after the property, plant and equipment, including day-to-day and the carrying amount of the asset) is recognized and accumulated impairment losses. Internally
reporting period; repairs, maintenance expenditure and cost of replacing in the statement of profit and loss when the asset generated intangibles, excluding capitalized software
parts, are charged to the statement of profit and loss in is derecognized. development costs, are not capitalized and the related
the year during which such expenses are incurred. expenditure is reflected in profit or loss in the period in
which the expenditure is incurred.

176 SIS Limited Annual Report 2022-23 177


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise


Subsequent expenditure is capitalized only when it is exposed to or has rights to variable returns from its Subsequent measurement Financial assets included within the FVTOCI category
it increases the future economic benefits from the involvement with the entity and has the ability to affect For purposes of subsequent measurement, financial are measured as at each reporting date at fair value.
specific asset to which it relates. those returns through its power over the entity. assets are classified in below categories: Fair value movements are recognized in the other
comprehensive income (OCI). However, the Company
The useful lives of intangible assets are assessed as An associate is an entity over which the Company has (i) Financial assets at amortized cost recognizes interest income calculated using the
either finite or indefinite. Intangible assets with finite significant influence. Significant influence is the power
(ii) 
Financial assets at fair value through other EIR method, impairment losses & reversals and
lives are amortized over the useful economic life to participate in the financial and operating policy
comprehensive income (FVTOCI) foreign exchange gain or loss in the profit or loss. On
on a written down value method and assessed for decisions of the investee but is not control or joint
derecognition of the asset, cumulative gain or loss
impairment whenever there is an indication that the control of those policies. This is generally the case (iii) Financial assets derivatives and equity instruments previously recognized in OCI is reclassified from equity
intangible asset may be impaired. The amortization where the Company holds between 20% to 50% of the at fair value through profit or loss (FVTPL). to profit or loss.
period and the amortization method for an intangible voting rights.
asset with a finite useful life are reviewed at least at the Financial instruments at amortized cost
A joint venture is a type of joint arrangement whereby Financial instruments at FVTPL
end of each reporting period. Changes in the expected
the parties that have joint control of the arrangement A ‘financial asset’ is measured at the amortized cost if FVTPL is a residual category for financial assets. Any
useful life or the expected pattern of consumption
have rights to the net assets of the joint venture. Joint both the following conditions are met: financial asset, which does not meet the criteria for
of future economic benefits embodied in the asset
control is the contractually agreed sharing of control categorization as at amortized cost or as FVTOCI, is
are considered to modify the amortization period or (i) The asset is held within a business model whose
of an arrangement, which exists only when decisions classified as at FVTPL.
method, as appropriate, and are treated as changes objective is to hold assets for collecting contractual
about the relevant activities require the unanimous
in accounting estimates and adjusted accordingly. The cash flows, and In addition, the Company may elect to designate a
consent of the parties sharing control.
amortization expense on intangible assets with finite financial asset, which otherwise meets amortized
(ii) 
Contractual terms of the asset give rise on
lives is recognized in the statement of profit and loss. 
The considerations made in determining whether cost or FVTOCI criteria, as at FVTPL. However, such
specified dates to cash flows that are solely
significant influence or joint control exist are similar election is made only if doing so reduces or eliminates a
The estimated useful lives of intangible assets are payments of principal and interest (SPPI) on the
to those necessary to determine control over measurement or recognition inconsistency (referred to
as follows: principal amount outstanding.
the subsidiaries. as ‘accounting mismatch’).
Category Useful life After initial measurement, such financial assets are

Investments in subsidiaries, associates and joint Financial assets included within the FVTPL category are
Computer software 5 years subsequently measured at amortized cost using the
ventures is accounted for at cost less impairment loss, measured at fair value with all changes recognized in
effective interest rate (EIR) method. EIR is the rate
if any. The said investments are tested for impairment the profit or loss in respect of such assets that are not
Gains or losses arising from derecognition of an that exactly discounts estimated future cash receipts
whenever circumstances indicate that their carrying part of a hedging relationship. The gain/loss on assets
intangible asset are measured as the difference between through the expected life of the financial asset to
value may exceed the recoverable amount. measured at FVTPL are presented in the statement of
the net disposal proceeds and the carrying amount of the gross carrying amount of a financial asset. When
the asset and are recognized in the statement of profit calculating EIR, the Company estimates the expected profit and loss within other gains/losses in the period
(f) Financial instruments in which it arises. Interest income from these financial
or loss when the asset is derecognized. cash flows by considering all the contractual terms of
A financial instrument is any contract that gives rise to the financial instrument (for example, prepayments, assets is included in other income.
Software a financial asset of one entity and a financial liability extensions call and similar options) but does not
or equity instrument of another entity. Financial consider the expected credit losses. Amortized cost Equity investments
Costs incurred in developing products or systems
assets and financial liabilities are recognized when the is calculated by taking into account any discount or All equity investments in scope of Ind AS 109 are
and costs incurred in acquiring software and licenses
Company becomes a party to the contractual provisions premium on acquisition and fees or costs that are an measured at fair value. Equity instruments which
that will contribute to future period financial benefits
of the instruments. integral part of the EIR. The interest income based on are held for trading and contingent consideration
through revenue generation and/or cost reduction are
capitalized to software and systems. Costs capitalized EIR is included as interest income as a part of other recognized by an acquirer in a business combination to
Financial assets income in the statement of profit and loss. The losses which Ind AS 103 applies are classified as at FVTPL. For
include external direct costs of materials, services,
and direct payroll and related costs of employees' time Initial recognition and measurement arising from impairment are recognized in profit or loss. all other equity instruments, the Company may make an
spent on the project. All financial assets are recognized initially at fair value A gain or loss on such financial asset which is not part irrevocable election to present in other comprehensive
plus, in the case of financial assets not recorded at fair of a hedging relationship is recognized in profit or loss income subsequent changes in the fair value. The
License & franchise: value through profit or loss, transaction costs that are when the asset is derecognized. This category generally Company makes such election on an instrument-by-
attributable to the acquisition of the financial asset. applies to trade and other receivables. instrument basis. The classification is made on initial
Licenses & franchise fees are amortized commencing
Trade receivables that do not contain a significant recognition and is irrevocable.
from the date when license & franchise fees are
financing component are measured at transaction Financial instruments at FVTOCI
available for intended use. If the Company decides to classify an equity instrument
price. Purchases or sales of financial assets that require A ‘financial asset’ is classified as at the FVTOCI if both of as at FVTOCI, then all fair value changes on the
(e) Investment in subsidiaries, associates and joint delivery of assets within a time frame established by the following criteria are met: instrument, excluding dividends, are recognized in the
ventures regulation or convention in the marketplace (regular OCI. There is no recycling of the amounts from OCI to
(i) The objective of the business model is achieved
way trades) are recognized on the trade date, i.e., the profit or loss, even on sale of investment. However,
A subsidiary is an entity over which the Company has both by collecting contractual cash flows and
date that the Company commits to purchase or sell the Company may transfer the cumulative gain or loss
control. The Company controls an investee entity when selling the financial assets, and
the asset. within equity.
(ii) The asset’s contractual cash flows represent SPPI.

178 SIS Limited Annual Report 2022-23 179


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

Equity instruments included within the FVTPL category Financial liabilities amount is recognized in profit or loss over the period Financial guarantee contracts
are measured at fair value with gain/loss presented Initial recognition and measurement of the borrowing using the EIR method. Fees paid on Financial guarantee contracts issued by the Company
in the statement of profit and loss within other gains/ the establishment of loan facilities are recognized as are those contracts that require a payment to be made
Financial liabilities are classified, at initial recognition,
losses in the period in which it arises. transaction costs of the loan to the extent it is probable to reimburse the holder for a loss it incurs because
as financial liabilities at fair value through profit or loss,
that some or all of the facility will be drawn down. In this the specified debtor fails to make a payment when
An equity instrument is any contract that evidences borrowings, payables, or as derivatives designated
case, the fee is deferred until the draw down occurs. due in accordance with the terms of a financial asset.
a residual interest in the assets of an entity after as hedging instruments in an effective hedge,
To the extent there is no evidence that it is probable Financial guarantee contracts are recognized initially
deducting all of its liabilities. as appropriate.
that some or all of the facility will be drawn down, the as a liability at fair value, adjusted for transaction costs
All financial liabilities are recognized initially at fair value fee is capitalized as a prepayment for liquidity services that are directly attributable to the issuance of the
Derecognition of financial assets
and, in the case of borrowings and payables, net of and amortized over the period of the facility to which guarantee, with corresponding increase in investment
A financial asset (or, where applicable, a part of a directly attributable transaction costs. it relates. in subsidiary. Subsequently, the liability is measured at
financial asset or part of a group of similar financial
The Company’s financial liabilities include trade and Preference shares which are mandatorily redeemable the higher of the amount of loss allowance determined
assets) is primarily derecognized (i.e., removed from the
other payables, loans and borrowings including bank are classified as liabilities. The dividends on these as per impairment requirements of Ind AS 109 and the
Company’s balance sheet) when:
overdrafts, financial guarantee contracts and derivative preference shares, to the extent such dividends are amount recognized less cumulative amortization.
(i) The rights to receive cash flows from the asset financial instruments. mandatorily payable, are recognized in profit or loss as
have expired, or finance costs. Derecognition

(ii) The Company has transferred its rights to receive Subsequent measurement A financial liability is derecognized when the obligation
The fair value of the liability portion of an optionally
cash flows from the asset or has assumed an The measurement of financial liabilities depends on under the liability is discharged or cancelled or
convertible debenture/ bond/ preference share or
obligation to pay the received cash flows in full their classification, as described below. expires. The difference between the carrying amount
a zero-coupon debenture/ bond/ preference share
without material delay to a third party under a of a financial liability that has been extinguished or
or compulsorily convertible debenture/ preference
‘pass-through’ arrangement; and either (a) the Financial liabilities at fair value through profit or loss transferred to another party and the consideration
shares where the price of conversion of the debenture/
Company has transferred substantially all the paid, including any non-cash assets transferred or
Financial liabilities at fair value through profit or loss preference shares into equity share is not fixed, is
risks and rewards of the asset, or (b) the Company liabilities assumed, is recognized in profit or loss as
include financial liabilities held for trading and financial determined using a market rate of interest for an
has neither transferred nor retained substantially other gains/ losses. When an existing financial liability
liabilities designated upon initial recognition as at fair equivalent non-convertible bond. This amount is
all the risks and rewards of the asset, but has is replaced by another from the same lender on
value through profit or loss. Financial liabilities are recorded as a liability on an amortized cost basis
transferred control of the asset. substantially different terms, or the terms of an existing
classified as held for trading if they are incurred for the until extinguished on conversion or redemption
liability are substantially modified, such an exchange
When the Company has not transferred substantially all purpose of repurchasing in the near term. This category of the bonds. The remainder of the proceeds is
or modification is treated as the derecognition of the
risks and rewards of ownership of the financial asset, also includes derivative financial instruments, if any attributable to the equity portion of the compound
original liability and the recognition of a new liability.
the financial asset is not derecognized. Similarly, where entered into by the Company that are not designated as financial instrument. This is recognized and included in
The difference in the respective carrying amounts is
the Company retains control of the financial asset, the hedging instruments in hedge relationships as defined shareholders’ equity, net of income tax effects, and not
recognized in the statement of profit and loss as other
asset is continued to be recognized to the extent of by Ind AS 109. Separated embedded derivatives are also subsequently remeasured.
gains/losses.
continuing involvement in the financial asset. classified as held for trading unless they are designated
When the terms of a financial liability are renegotiated
as effective hedging instruments. Gains or losses on
and the entity issues equity instrument to a creditor to Derivatives
Impairment of financial assets liabilities held for trading are recognized in the profit
extinguish all or part of a liability (debt for equity swap), Derivatives are initially recognized at fair value on
or loss.

The Company recognizes loss allowances on a a gain or loss is recognized in profit or loss, which is the date a derivative contract is entered into and are
forward-looking basis using the expected credit loss Financial liabilities designated upon initial recognition measured as the difference between the carrying subsequently remeasured to their fair value at the end of
(ECL) model for the financial assets which are not fair at fair value through profit or loss are designated at the amount of the financial liability and the fair value of the each reporting period. The accounting for subsequent
valued through profit or loss. Lifetime ECL allowance initial date of recognition, and only if the criteria in Ind equity instrument issued. changes in fair value depends upon whether the
is recognized for trade receivables with no significant AS 109 are satisfied. For liabilities designated as FVTPL, derivative is designated as a hedging instrument, and if
Borrowings are classified as current liabilities unless the
financing component. For all other financial assets, fair value gains/losses attributable to changes in own so, the nature of the item being hedged, and the type of
Company has an unconditional right to defer settlement
expected credit losses are measured at an amount credit risk are recognized in OCI. These gains/losses are hedge relationship designated.
of the liability for at least 12 months after the reporting
equal to the 12-month ECL, unless there has been a not subsequently transferred to profit or loss. However,
period. Where there is a breach of a material provision Derivatives which are not designated as hedges are
significant increase in credit risk from initial recognition the Company may transfer the cumulative gain or loss
of a long-term loan arrangement on or before the end accounted for at fair value through profit or loss and
in which case they are measured at lifetime ECL. How within equity. All other changes in fair value of such
of the reporting period with the effect that the liability are included in other gains/losses.
the Company determines whether there has been a liability are recognized in the statement of profit or loss.
becomes payable on demand on the reporting date,
significant increase in the credit risk has been detailed
the entity does not classify the liability as current, if the Embedded derivatives
in the notes to the financial statements. The amount Borrowings
lender agreed, after the reporting period and before
of expected credit losses (or reversal) that is required After initial recognition, borrowings are subsequently An embedded derivative is a component of a hybrid
the approval of the financial statements for issue, not
to adjust the loss allowance at the reporting date is measured at amortized cost. Any difference between the (combined) instrument that also includes a non-
to demand payment as a consequence of the breach.
recognized in the statement of profit and loss. proceeds (net of transaction costs) and the redemption derivative host contract – with the effect that some of

180 SIS Limited Annual Report 2022-23 181


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

the cash flows of the combined instrument vary in a Offsetting of financial instruments (ii) In respect of taxable temporary differences Deferred tax assets and deferred tax liabilities are offset
way similar to a stand-alone derivative. An embedded Financial assets and financial liabilities are offset, associated with investments in subsidiaries, if a legally enforceable right exists to set off current tax
derivative causes some or all of the cash flows that and the net amount is reported in the balance sheet associates and interests in joint ventures, when assets against current tax liabilities. The net amount
otherwise would be required by the contract to be if there is a currently enforceable legal right to offset the timing of the reversal of the temporary of tax recoverable from, or payable to, the taxation
modified according to a specified interest rate, financial the recognized amounts and there is an intention to differences can be controlled and it is probable authority is included as part of receivables or payables
instrument price, commodity price, foreign exchange settle on a net basis, to realize the assets and settle the that the temporary differences will not reverse in in the balance sheet.
rate, index of prices or rates, credit rating or credit liabilities simultaneously. The legally enforceable right the foreseeable future.
Effective from April 01, 2019, the Company has adopted
index, or other variable, provided in the case of a non- must not be contingent on future events and must be Deferred tax assets are recognized for all deductible the option of lower effective corporate tax rate of
financial variable that the variable is not specific to a enforceable in the normal course of business and in temporary differences, the carry forward of unused 25.17% (including surcharge and cess), as per Section
party to the contract. the event of default, insolvency or bankruptcy of the tax credits and any unused tax losses. Deferred tax 115BAA of Income Tax Act.
If the hybrid contract contains a host that is a financial Company of the counterparty. assets are recognized to the extent that it is probable
Current and deferred tax is recognized in profit or loss,
asset within the scope of Ind AS 109, the Company does that taxable profit will be available against which
(g) Trade receivables except to the extent that it relates to items recognized in
not separate embedded derivatives. Rather, it applies the deductible temporary differences, and the carry
other comprehensive income or directly in equity. In this
the classification requirements contained in Ind AS 109 Trade receivables that do not contain a significant forward of unused tax credits and unused tax losses
case, the tax is also recognized in other comprehensive
to the entire hybrid contract. Derivatives embedded in financing component are recognized initially at can be utilised, except:
income or directly in equity, respectively.
all other host contracts are accounted for as separate transaction price and subsequently measured at
(i) 
When the deferred tax asset relating to the
derivatives and recorded at fair value if their economic amortized cost using the effective interest method, less
deductible temporary difference arises from (i) Inventories
characteristics and risks are not closely related to those provision for impairment (allowance for expected credit
the initial recognition of an asset or liability in a Inventories are valued at the lower of the cost or net
of the host contracts and the host contracts are not loss).
transaction that is not a business combination realizable value. Net realizable value is the estimated
held for trading or designated at fair value though profit
that, at the time of the transaction, affects neither selling price in the ordinary course of business, less
or loss. These embedded derivatives are measured (h) Current and deferred tax
the accounting profit nor taxable profit or loss. estimated costs of completion and estimated costs
at fair value with changes in fair value recognized in Income tax expense or credit for the period is the
profit or loss, unless designated as effective hedging (ii) In respect of deductible temporary differences necessary to make the sale.
tax payable on the current period’s taxable income
instruments. Reassessment only occurs if there is either based on the applicable tax rate adjusted by changes associated with investments in subsidiaries, Cost includes cost of purchase and other costs incurred
a change in the terms of the contract that significantly in deferred tax assets and liabilities attributable to associates and interests in joint ventures, deferred in bringing the inventories to their present location and
modifies the cash flows that would otherwise be temporary differences and to unused tax losses and tax assets are recognized only to the extent that condition. Cost is determined on first in, first out basis.
required or a reclassification of a financial asset out of unused tax credits. it is probable that the temporary differences will
the fair value through profit or loss. reverse in the foreseeable future and taxable (j) Cash and cash equivalents
Current tax profit will be available against which the temporary
Cash and cash equivalents in the balance sheet comprise
Reclassification of financial assets differences can be utilised.
The current income tax charge is calculated on the cash at banks and on hand and short-term deposits
The Company determines classification of financial basis of tax laws enacted or substantially enacted at the The carrying amount of deferred tax assets is reviewed with an original maturity of three months or less, which
assets and liabilities on initial recognition. After initial end of the reporting period. Management periodically at each reporting date and reduced to the extent that are readily convertible to known amounts of cash and
recognition, no reclassification is made for financial evaluates positions taken in tax returns with respect to it is no longer probable that sufficient taxable profit will cash equivalents and subject to an insignificant risk of
assets which are equity instruments and financial situations in which applicable tax regulation is subject be available to allow all or part of the deferred tax asset changes in value.
liabilities. For financial assets which are financial to interpretation. It establishes provisions where to be utilised. Unrecognized deferred tax assets are
assets, a reclassification is made only if there is a For the purpose of the statement of cash flows, cash
appropriate on the basis of amounts expected to be reassessed at each reporting date and are recognized
change in the business model for managing those and cash equivalents consist of cash and short-term
paid to tax authorities. to the extent that it has become probable that future
assets. Changes to the business model are expected deposits, as defined above, net of outstanding bank
taxable profits will allow the deferred tax asset to
to be infrequent. The Company’s senior management overdrafts (including cash credit facilities) as they are
Deferred tax be recovered.
determines changes in the business model as a result considered an integral part of the Company’s cash
Deferred tax is provided using the liability method on Deferred tax assets and liabilities are measured at the management. Bank overdrafts are shown within
of external or internal changes which are significant to
temporary differences between the tax bases of assets tax rates that are expected to apply in the year when borrowings in current liabilities in the balance sheet.
the Company’s operations. Such changes are evident
and liabilities and their carrying amounts in the financial the asset is realized or the liability is settled, based
to external parties. A change in the business model
statements at the reporting date. on tax rates (and tax laws) that have been enacted or (k) Non-current assets held for sale/distribution to
occurs when the Company either begins or ceases to
perform an activity that is significant to its operations. If Deferred tax liabilities are recognized for all taxable substantively enacted at the reporting date. The effect owners and discontinued operations
the Company reclassifies financial assets, it applies the temporary differences, except: of changes in tax rates on deferred income tax assets The Company classifies non-current assets and disposal
reclassification prospectively from the reclassification and liabilities is recognized as income or expense in the groups as held for sale/distribution to owners if their
(i) 
When the deferred tax liability arises from the period that includes the enactment or the substantive
date which is the first day of the immediately next carrying amounts will be recovered principally through
initial recognition of goodwill or an asset or liability enactment date.
reporting period following the change in business a sale/distribution rather than through continuing use
in a transaction that is not a business combination
model. The Company does not restate any previously
that, at the time of the transaction, affects neither
recognized gains, losses (including impairment gains or
the accounting profit nor taxable profit or loss.
losses) or interest.

182 SIS Limited Annual Report 2022-23 183


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

and where a sale is considered highly probable. Actions (l) Equity share capital Asset Retirement Obligations (ARO) (p) Revenue recognition
required to complete the sale/distribution should Equity shares are classified as equity. 
ARO are recognized for those operating lease 
Revenue towards satisfaction of a performance
indicate that it is unlikely that significant changes to the arrangements where the Company has an obligation obligation is measured at the amount of transaction
sale/distribution will be made or that the decision to Incremental costs directly attributable to the issue
at the end of the lease period to restore the leased price (net of variable consideration) allocated to that
sell/distribute will be withdrawn and Management must of new shares or options are shown in equity as a
premises in a condition similar to inception of lease. performance obligation. The transaction price of
be committed to the sale/distribution being completed deduction, net of tax, from the proceeds.
ARO are provided at the present value of expected goods sold and services rendered is net of variable
within one year from the date of classification. costs to settle the obligation and are recognized as consideration on account of various discounts and
(m) Trade and other payables
Non-current assets held for sale/for distribution to part of the cost of that particular asset and amortized schemes offered by the Company as part of the contract.
These amounts represent liabilities for goods and or depreciated in the same manner as the asset Revenue is recognized when the control is transferred
owners and disposal groups are measured at the lower
services provided to the Company prior to the end to which it pertains. The estimated future costs of to the customer and when the Company has completed
of their carrying amount and the fair value less costs
of the financial year which are unpaid. The amounts decommissioning are reviewed annually and any its performance obligations under the contracts.
to sell/distribute except for assets such as deferred
are unsecured and are usually paid within 30 days of changes in the estimated future costs or in the discount
tax assets, assets arising from employee benefits, At the inception of the new contractual arrangement
recognition. Trade and other payables are presented as rate applied are adjusted from the cost of the asset.
financial assets and contractual rights under insurance with the customer, the Company identifies the
current liabilities unless payment is not due within 12
contracts, which are specifically exempt from this performance obligations inherent in the agreement.
months after the reporting period. They are recognized Contingent liabilities and Contingent assets
requirement. Assets and liabilities classified as held The terms of the contracts are such that the services
initially at their fair value and subsequently measured at
for sale/distribution are presented separately in the 
Contingent liabilities are disclosed when there is to be rendered represent a series of services that are
amortized cost using the effective interest method.
balance sheet. a possible obligation arising from past events, the substantially the same with the same pattern of the
existence of which will be confirmed only by the transfer to the customer.
An impairment loss is recognized for any initial or (n) Provisions and contingencies
occurrence or non-occurrence of one or more
subsequent write-down of the asset (or disposal Provisions Revenue is recognized as follows:
uncertain future events not wholly within the control
group) to fair value less costs to sell/distribute. A gain
A provision is recognized when the Company has a of the Company or a present obligation that arises (i) Revenue from services represents the amounts
is recognized for any subsequent increases in fair value
present legal or a constructive obligation as a result from past events where it is either not probable that receivable for services rendered.
less costs to sell/distribute an asset (or a disposal
of past event and it is probable that an outflow of an outflow of resources will be required to settle, or
group), but not in excess of any cumulative impairment (ii) 
F or contract-based business (Expressed or
resources will be required to settle the obligation, a reliable estimate of the amount cannot be made.
loss previously recognized. A gain or loss not previously implied), revenue represents the sales value of
in respect of which a reliable estimate can be made. Contingent asset is not recognized and is disclosed only
recognized by the date of sale/distribution of the work carried out for customers during the period.
Provisions are recognized for legal claims and service where an inflow of economic benefits are probable.
non‑current asset (or disposal group) is recognized on Such revenues are recognized in the period in
warranties. Provisions are not recognized for future
the date of derecognition. which the service is rendered.
operating losses. Contingent liabilities recognized in a business
Property, plant and equipment and intangible assets combination (iii) Unbilled revenue (contract assets) net of expected
Where there are a number of similar obligations, the
once classified as held for sale/distribution to owners 
A contingent liability recognized in a business deductions is recognized at the end of each
likelihood that an outflow will be required in settlement
are not depreciated or amortized. combination is initially measured at its fair value. period. Such unbilled revenue is reversed in the
is determined by considering the class of obligations as
A disposal group qualifies as discontinued operation a whole. A provision is recognized even if the likelihood Subsequently, it is measured at the higher of the subsequent period when actual invoice is raised.
if it is a component of an entity that either has been of an outflow with respect to any one item included in amount that would be recognized in accordance with
(iv) Unearned income (contract liabilities) represents
disposed of, or is classified as held for sale, and: the same class of obligations may be small. the requirements for provisions above or the amount
revenue billed but for which services have not
initially recognized less, when appropriate, cumulative
(i) Represents a separate major line of business or Provisions are measured at the present value of the yet been performed. The same is released to
amortization recognized in accordance with the
geographical area of operations, management’s best estimate of the expenditure the statement of profit and loss as and when the
requirements for revenue recognition.
required to settle the present obligation at the end services are rendered.
(ii) Is part of a single coordinated plan to dispose of
of the reporting period. The discount rate used to (o) Government grants (v) Revenue from the use of assets such as rent for
a separate major line of business or geographical
determine the present value is the pre-tax rate that using property, plant and equipment is recognized
area of operations, or Grants from the Government are recognized at their
reflects current market assessments of the time value of on a straight-line basis over the terms of the
transaction value where there is a reasonable assurance
(iii) 
Is a subsidiary acquired exclusively with a view money and the risks specific to the liability. The increase related leases unless payments are structured
that the grant will be received, and the Company will
to resale. in provision due to the passage of time is recognized as to increase in line with the expected general
comply with all attached conditions.
an interest expense. inflation to compensate for the lessors’ expected
Discontinued operations are excluded from the results
Government grants relating to income or expenditure / inflationary cost increase.
of continuing operations and are presented as a single These are reviewed at each balance sheet date and
expenses are deferred and recognized in the profit or
amount as profit or loss after tax from discontinued adjusted to reflect the current best estimates. In respect
loss over the period necessary to match them with the Sale of goods
operations in the statement of profit and loss. of losses that are covered by insurance, such losses are
costs that they are intended to compensate.
recognized as an expense when there is clear evidence Revenue from the sale of goods is recognized when the
All other notes to the financial statements mainly
or determination or probability that any portion of the 
Government grants relating to the purchase of control of goods has been transferred, being when the
include amounts for continuing operations, unless
loss is not expected to be settled through insurance or property, plant and equipment are included in non- products are delivered to the buyer, the buyer having
otherwise mentioned.
other forms of recovery. current liabilities as deferred income and recognized on the full discretion over the use of the goods and there
a straight-line basis over the expected lives of related is no unfulfilled obligation that could affect the buyer’s
assets and presented within other income.

184 SIS Limited Annual Report 2022-23 185


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

acceptance of the product. Delivery occurs when the Interest income translated using the exchange rates at the dates of expected cost of accumulating compensated absences
products have been shipped to the specific location, the For all financial assets measured either at amortized the initial transactions and translation differences are is determined by actuarial valuation (using the
risks of obsolescence and loss have been transferred cost or at fair value through other comprehensive recognized in OCI with the accumulation in other equity projected unit credit method) based on the additional
to the buyer, and either the buyer has accepted the income, interest income is recorded using the effective as foreign currency translation reserve. Non-monetary amount expected to be paid as a result of the unused
products in accordance with the sales contract, the interest rate (EIR). EIR is the rate that exactly discounts items measured at fair value in a foreign currency are entitlement that has accumulated at the balance sheet
acceptance provisions have lapsed, or the Company the estimated future cash payments or receipts over translated using the exchange rates at the date when date. The expense on non-accumulating compensated
has objective evidence that all criteria for acceptance the expected life of the financial instrument or a shorter the fair value is determined. The gain or loss arising absences is recognized in the statement of profit
have been satisfied. Revenue from the sale of goods is period, where appropriate, to the gross carrying amount on translation of non-monetary items measured at and loss in the year in which the absences occur. Re-
measured at the fair value of the consideration received of the financial asset or to the amortized cost of a fair value is treated in line with the recognition of the measurements arising out of actuarial gains/losses are
or receivable, net of returns and allowances, trade financial liability. When calculating the effective interest gain or loss on the change in fair value of the item (i.e., immediately taken into the statement of profit and loss
discounts and volume rebates. Discounts and rebates rate, the Company estimates the expected cash flows translation differences on items whose fair value gain and are not deferred.
are estimated based on accumulated experience. by considering all the contractual terms of the financial or loss is recognized in OCI or profit or loss are also
In respect of those employees who are entitled to an
The Company provide normal warranty provisions for instrument (for example, prepayment, extension, recognized in OCI or profit or loss, respectively).
encashment of the leave at the end of every calendar
general repairs for one year on all its products sold, in call and similar options) but does not consider the The equity items denominated in foreign currencies are year, a provision is created to account for the liability.
line with the industry practice. A liability is recognized expected credit losses. Interest income is included in translated at historical cost.
at the time the product is sold. Revenue is deferred and other income in the statement of profit and loss. The obligations are presented as current liabilities
recognized on a straight-line basis over the extended in the balance sheet if the entity does not have an
(r) Employee benefits
warranty period in case warranty is provided to Dividends unconditional right to defer settlement for at least
customer for a period beyond one year. The Company’s employee benefits mainly include twelve months after the reporting date, regardless of
Dividend income from investments is recognized in wages, salaries, bonuses, compensated absences, when the actual settlement is expected to occur.
profit or loss as other income when the Company’s right defined contribution to plans, defined benefit plans
Rendering of services
to receive payments is established, it is probable that and share-based payments. The employee benefits are
In contracts involving the rendering of services, revenue Post-employment obligations
the economic benefits associated with the dividend will recognized in the year in which the associated services
is measured using the proportionate completion flow to the Company, and amount of the dividend can 
The Company operates the following post-
are rendered by the employees of the Company.
method when no significant uncertainty exists be measured reliably. employment schemes:
regarding the amount of the consideration that will be
Short-term obligations (i) Defined contribution plans such as provident fund
derived from rendering the service. When the contract Rental income

Liabilities for wages and salaries, including non- and employees’ state insurance; and
outcome cannot be measured reliably, revenue is

Rental income arising from operating leases on monetary benefits and compensated absences
recognized only to the extent that the expenses (ii) Defined benefit plans such as gratuity.
investment properties is accounted for on a straight‑line expected to be settled within twelve months after the
incurred are eligible to be recovered.
basis over the lease term unless payments are structured end of the period in which the employees render the Defined contribution plan
Estimates of revenue, costs or extent of progress to increase in line with the expected general inflation to related service are recognized in respect of employees'
towards completion are revised if circumstances compensate for the lessor’s expected inflationary cost The Company’s policy to contribute on a defined
services up to reporting date and are measured at
change. Any resulting increases or decreases in increase and is included in revenue in the statement of contribution basis for eligible employees, to Employees’
the amounts expected to be paid when the liabilities
estimated revenue or costs are reflected in profit or profit or loss due to its operating nature. Provident Fund, Employees’ Pension Scheme and
are settled. The liability for compensated absences is
loss in the period in which the circumstances that give Employees’ State Insurance Scheme towards post-
recognized in the provision for employee benefits. All
rise to the revision become known to the management. (q) Foreign currency transaction and balances employment benefits, all of which are administered
other short-term employee benefit obligations are
by the respective Government authorities, and has
The financial statements of the Company are presented presented as employee benefits payable under other
Multiple-element arrangements no further obligation beyond making its contribution
in Indian Rupees (H) which is also the Company’s financial liabilities, current.
which is expected in the year in which it pertains. The
When a sales arrangement contains multiple elements, functional currency, i.e., the currency of the primary
contributions are accounted for as defined contribution
such as services, material and maintenance, revenue for economic environment in which the Company operates. Bonus
plans and the contributions are recognized as
each element is determined based on each element’s The Company recognizes a liability and an expense for
Transactions in foreign currencies are initially recorded employee benefit expense when they are due. Prepaid
fair value. bonuses. The Company recognizes a provision where
by the Company at their respective functional currency contributions are recognized as an asset to the extent
Revenue recognition for delivered elements is limited spot rates prevailing at the date, the transaction first contractually or legally obliged or where there is a past that a cash refund or a reduction in the future payments
to the amount that is not contingent on the future qualifies for recognition. practice that has created a constructive obligation. is available.
delivery of products or services, future performance
Monetary assets and liabilities denominated in foreign Compensated absences/Leave obligations
obligations or subject to customer-specified return or Defined benefit plan
currencies are translated at the functional currency
refund privileges. 
The employees of the Company are entitled to The Company has a defined benefit plan, viz., Gratuity,
spot rates prevailing as at the reporting date.
compensated absences which are both accumulating for all its employees, the liability for which is accrued
The undiscounted cash flows from the arrangement
Subsequently, differences arising on restatement and non-accumulating in nature. The employees can and provided for as determined by an independent
are periodically estimated and compared with the
or settlement of monetary items are recognized in carry forward up to a specified portion of the unutilized actuarial valuation. A portion of this liability for gratuity
unamortized costs. If the unamortized costs exceed
profit or loss. Non-monetary items that are measured accumulated compensated absences and utilize it is contributed to a fund administered and operated
the undiscounted cash flow, a loss is recognized.
in terms of historical cost in a foreign currency are in future periods or receive cash at retirement. The by a reputed insurance company. The liability or asset

186 SIS Limited Annual Report 2022-23 187


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

recognized in the balance sheet in respect of gratuity options granted under various Employee stock option other borrowing costs are expensed in the statement 
The Company depreciates the right-of-use assets
plans is the present value of the defined benefit plans is recognized as an employee benefits expense of profit and loss within finance costs in the period in using the written down value method from the lease
obligation at the end of the reporting period less the fair with a corresponding increase in equity (stock option which they are incurred. commencement date to the earlier of the end of the
value of plan assets. The defined benefit is actuarially outstanding account). useful life of the right-of-use asset or the end of the
determined (using the projected unit credit method) at (t) Exceptional items lease term. The Company also assesses the right-of-use
The total expense is recognized over the vesting period,
the end of each year. Exceptional items refer to items of income or expense asset for impairment when such indicators exist.
which is the period over which all of the specified vesting
Present value of the defined benefit obligation is conditions are to be satisfied. At the end of each period, within the statement of profit and loss from ordinary Ind AS 116 requires lessees to determine the lease term
determined by discounting the estimated future cash the entity revises its estimates of the number of options activities which are non-recurring and are of such size, as the non-cancellable period of a lease adjusted with
outflows by reference to market yields on government that are expected to vest based on the non-market nature or incidence that their separate disclosure is an option to extend or terminate the lease, if the use
bonds at the end of the reporting periods that have vesting and service conditions. It recognizes the impact considered necessary to explain the performance of of such option is reasonably certain. The lease term in
approximately similar terms to the related obligation. of the revision to original estimates in the period of the Company. future periods is reassessed to ensure that the lease
change, if any, in the profit or loss, with corresponding term reflects the current economic circumstances.
The Company recognizes the following changes in the (u) Leases
adjustment to equity.
net defined benefit obligation as an expense in the Extension and termination options are included in a
statement of profit and loss: Service and non-market performance conditions are Company as a lessee number of leases of the Company. These are used to
not taken into account when determining the grant date The Company’s lease asset classes primarily consist maximize operational flexibility in terms of managing
(i) 
Service costs comprising current service
fair value of awards, but the likelihood of the conditions of leases for buildings, equipment and vehicles. For the assets used in the Company’s operations. The
costs, past-service costs, gains and losses on
being met is assessed as part of the Company’s best any new contract, the Company assesses whether a majority of extension and termination options held
curtailments and non-routine settlements; and
estimate of the number of equity instruments that contract is, or contains a lease. A lease is defined as ‘a are exercisable only by the Company and not by the
(ii) Net interest expense or income. will ultimately vest. Market performance conditions, if contract, or part of a contract, that conveys the right respective lessor.
any, are reflected within the grant date fair value. Any to use an asset (the underlying asset) for a period in
Past service costs are recognized in profit or loss on the At the commencement date, the Company measures
other conditions attached to an award, but without exchange for consideration’. To apply this definition the
earlier of: the lease liability at the present value of the lease
an associated service requirement, are considered to Company assesses whether the contract meets three payments unpaid at that date, discounted using the
(i) The date of the plan amendment or curtailment, and be non-vesting conditions. Non-vesting conditions are key evaluations which are whether: interest rate implicit in the lease if that rate is readily
reflected in the fair value of an award and lead to an
(ii) 
The date that the Company recognizes related (i) -The contract contains an identified asset, which available or the Company’s incremental borrowing
immediate expensing of an award unless there are also
restructuring costs. is either explicitly identified in the contract or rate. Lease payments included in the measurement
service and/or performance conditions.
implicitly specified by being identified at the time of the lease liability are comprises of fixed payments
The net interest is calculated by applying the above-
No expense is recognized for awards that do not the asset is made available to the Company. (including in substance fixed), variable payments based
mentioned discount rate to the net balance of the
ultimately vest because non-market performance on an index or rate, amounts expected to be payable
defined benefit obligations and the fair value of plan (ii) The Company has the right to obtain substantially
and/or service conditions have not been met. Where under a residual value guarantee and payments arising
assets. This cost is included in the employee benefits all of the economic benefits from use of the
awards include a market or non-vesting condition, from options reasonably certain to be exercised.
expense in the statement of profit and loss. identified asset throughout the period of use,
the transactions are treated as vested irrespective
considering its rights within the defined scope of Subsequent to initial measurement, the liability will

Remeasurements, comprising of actuarial gains of whether the market or non-vesting condition is
the contract. be reduced for payments made and increased for
and losses, the effect of the asset ceiling, excluding satisfied, provided that all other performance and/or
interest. It is remeasured to reflect any reassessment
amounts included in net interest on the net defined service conditions are satisfied. (iii) The Company has the right to direct the use of the or modification, or if there are changes in in-substance
benefit liability and the return on plan assets (excluding identified asset throughout the period of use.
The dilutive effect of outstanding options is reflected as fixed payments. When the lease liability is remeasured,
amounts included in net interest on the net defined
additional share dilution in the computation of diluted The Company assesses whether it has the right to the corresponding adjustment is reflected in the right-
benefit liability), are recognized immediately in the
earnings per share. direct ‘how and for what purpose’ the asset is used of-use asset, or profit and loss if the right-of-use asset
balance sheet with a corresponding debit or credit to
throughout the period of use. is already reduced to zero.
retained earnings through other comprehensive income
(s) Borrowing costs
in the period in which they occur. Remeasurements are The Company has elected to account for short-term
not reclassified to profit or loss in subsequent periods. Borrowing costs include interest calculated on the Measurement and recognition of leases as a lessee leases and leases of low-value assets using the practical
effective interest rate method, other costs incurred in At lease commencement date, the Company recognizes expedients. Instead of recognizing a right-of- use asset
Equity settled stock-based compensation connection with borrowing and exchange differences a right-of-use asset (‘ROU’) and a corresponding lease and lease liability, the payments in relation to these are
arising from foreign currency borrowings to the liability on the balance sheet. The right- of-use asset recognized as an expense in profit or loss on a straight-
Employees (including senior executives) of the Company
extent that they are regarded as an adjustment to the is measured at cost, which comprises of the initial line basis over the lease term.
receive remuneration in the form of share‑based
interest cost. General and specific borrowing costs measurement of the lease liability, any initial direct costs
payments, whereby employees render services as 
Lease liability and right-of-use assets have been
directly attributable to the acquisition, construction incurred by the Company, an estimate of any costs to
consideration for equity instruments (equity-settled separately presented in the notes to the financial
or production of the assets that necessarily take dismantle and remove the asset at the end of the lease,
transactions). statements under ‘Other financial liability’ and
a substantial period of time to get ready for their and any lease payments made in advance of the lease
The cost of equity-settled transactions is determined intended use or sale (‘qualifying assets’), are added to ‘Property, plant and equipment’ (except those meeting
commencement date (net of any incentives received).
by the fair value at the date when the grant is made the cost of those assets, until such time as the assets the definition of investment property) respectively.
using an appropriate valuation model. The fair value of are substantially ready for their intended use or sale. All Lease payments have been classified as ‘Cash flows
from financing activities’.

188 SIS Limited Annual Report 2022-23 189


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

Short-term leases and leases of low-value assets: flows which are largely independent of the cash inflows (x) Cash dividend and non-cash distribution to equity Ind AS 1 – Presentation of Financial Statements
The Company has elected not to recognize ROU and from other assets or group of assets (cash-generating holders of the Company The amendments require companies to disclose their
lease liabilities for short-term leases that have a lease units or CGU). Impairment occurs when the carrying The Company recognizes a liability to make cash material accounting policies rather than their significant
term of twelve months or less and leases of low value amount of a CGU including the goodwill, exceeds the or non‑cash distributions to equity holders of the accounting policies. Accounting policy information,
assets. The Company recognizes lease payments estimated recoverable amount of the CGU. For the Company when the distribution is authorized and together with other information, is material when it
associated with these leases as an expense on a purpose of impairment testing, goodwill acquired in the distribution is no longer at the discretion of the can reasonably be expected to influence decisions of
straight-line basis over the lease term. a business combination is allocated to the Company’s Company. A corresponding amount is recognized primary users of general purpose financial statements.
CGUs expected to benefit from the synergies arising directly in equity. The Company does not expect this amendment to have
Company as a lessor from the business combination. Total impairment loss any significant impact in its financial statements.
of a CGU is allocated first to reduce the carrying amount Non-cash distributions are measured at the carrying

Leases in which the Company does not transfer value of the assets to be distributed in case of
of goodwill allocated to the CGU and then to the other Ind AS 12 – Income Taxes
substantially all the risks and rewards of ownership distributions in which all owners of the same class
assets of the CGU, pro-rata on the basis of the carrying
of an asset are classified as operating leases. Rental of equity instruments are treated equally or the 
The amendments clarify how companies account
amount of each asset in the CGU. An impairment loss on
income from operating lease is recognized on a distributed asset is ultimately controlled by the same for deferred tax on transactions such as leases and
goodwill recognized in the statement of profit and loss
straight-line basis over the term of the relevant lease party or parties both before and after the distribution, decommissioning obligations. The amendments
is not reversed in the subsequent period. Non-financial
unless payments are structured to increase in line and at fair value of the assets to be distributed in other narrowed the scope of the recognition exemption
assets other than goodwill that suffered an impairment
with the expected general inflation to compensate for cases, with such value recognized directly in equity. For in paragraphs 15 and 24 of Ind AS 12 (recognition
are reviewed for possible reversal of impairment at the
the expected inflationary cost increase under “Other this purpose, a group of individuals shall be regarded exemption) so that it no longer applies to transactions
end of each reporting period.
Income” in the statement of Profit and Loss. Initial as controlling an entity when, as a result of contractual that, on initial recognition, give rise to equal taxable and
direct costs incurred in negotiating and arranging an arrangements, they collectively have the power to deductible temporary differences. The Company does
(w) Earnings per share
operating lease are added to the carrying amount of govern its financial and operating policies so as to not expect this amendment to have any significant
the leased asset and recognized over the lease term on Basic earnings per share are calculated by dividing impact in its financial statements.
obtain benefits from its activities, and that ultimate
the same basis as rental income. Contingent rents are the net profit for the period attributable to equity
collective power is not transitory. Upon distribution of
recognized as revenue in the period in which they are shareholders of the Company (after deducting Ind AS 8 – Accounting Policies, Changes in
non-cash assets, any difference between the carrying
earned. The respective leased assets are included in preference dividends and attributable taxes) by the Accounting Estimates and Errors
amount of the liability and the carrying amount of the
the balance sheet based on their nature. weighted average number of equity shares outstanding
assets distributed is recognized in the statement of The amendment has introduced a definition of
during the period.
Leases are classified as finance leases when substantially profit and loss. ‘accounting estimates’ and included amendments to
all of the risks and rewards of ownership transfer from Partly paid equity shares are treated as a fraction of Ind AS 8 to help entities distinguish changes in accounting
the Company to the lessee. Amounts due from lessees an equity share to the extent that they were entitled (y) Cash flow statement policies from changes in accounting estimates. The
under finance leases are recorded as receivables at to participate in dividends relative to a fully paid equity Cash flows are reported using the indirect method, effective date for adoption of this amendment is annual
the Company’s net investment in the leases. Finance share during the reporting period. The weighted whereby profit for the period is adjusted for the effects periods beginning on or after April 01, 2023. The
lease income is allocated to accounting periods so as average number of equity shares outstanding during of transactions of a non-cash nature, any deferrals or Company does not expect this amendment to have any
to reflect a constant periodic rate of return on the net the period is adjusted for events of bonus issue; bonus accruals of past or future operating cash receipts or significant impact in its financial statements.
investment outstanding in respect of the lease. element in a rights issue to existing shareholders; share payments and item of income or expenses associated
split; and reverse share split (consolidation of shares). with investing or financing cash flows. The cash flows 3. Significant accounting judgments, estimates
(v) Impairment of non-financial assets from operating, investing and financing activities of the and assumptions
Diluted Earnings per share amounts are computed
Goodwill and intangible assets that have an indefinite by dividing the net profit attributable to the equity Company are segregated.
Use of estimates and judgment
useful life are not subject to amortization and are holders of the Company (after deducting preference
2.4 Recent Indian Accounting Standards (Ind AS) The preparation of the financial statements in
tested annually for impairment, or more frequently dividends and attributable taxes but after adjusting the
conformity with Ind AS requires management to make
if events or changes in circumstances indicate that after income tax effect of interest and other financing Ministry of Corporate Affairs (“MCA”) notifies new
judgments, estimates and assumptions that affect the
they might be impaired. Other non-financial assets, cost associated with dilutive potential equity shares) standard or amendments to the existing standards
application of accounting policies and the reported
other than inventories and deferred tax assets, are by the weighted average number of equity shares under Companies (Indian Accounting Standards) Rules
amounts of assets, liabilities, income and expenses
tested for impairment whenever events or changes in considered for deriving basic earnings per share and as issued from time to time. On March 31, 2023, MCA
and other comprehensive income (OCI) that are
circumstances indicate that the carrying amount may also the weighted average number of equity shares amended the Companies (Indian Accounting Standards)
reported and disclosed in the financial statements and
not be recoverable. An impairment loss is recognized that could have been issued upon conversion of all Rules, 2015 by issuing the Companies (Indian Accounting
accompanying notes.
for the amount by which the asset’s carrying amount dilutive potential equity shares. The diluted potential Standards) Amendment Rules, 2023, applicable from
exceeds its recoverable amount. equity shares are adjusted for the proceeds receivable April 01, 2023, as below:
had the shares been actually issued at fair value (i.e.,
The recoverable amount is the higher of its fair value
the average market value of the outstanding shares).
less cost of disposal and its value-in-use. Value-in-
Dilutive potential equity shares are deemed converted
use is the present value of future cash flows expected
as at the beginning of the year, unless issued at a later
to be derived from the asset. For the purposes of
date. Dilutive potential equity shares are determined
impairment testing, assets are grouped at the lowest
independently for each year presented.
levels for which there are separately identifiable cash

190 SIS Limited Annual Report 2022-23 191


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

Estimates and underlying assumptions are reviewed of the asset is determined. Value-in-use calculations Fair value measurement of financial instruments Leases
on an ongoing basis. They are based on historical performed in assessing recoverable amounts When the fair values of financial assets and financial Ind AS 116 requires lessees to determine the lease
experience and other factors including expectations of incorporate a number of key estimates. There are liabilities recorded in the balance sheet cannot be term as the non-cancellable period of a lease adjusted
future events that may have a financial impact on the no reasonable foreseeable changes in these key measured based on quoted prices in active markets, with any option to extend or terminate the lease if the
Company and that are believed to be reasonable under estimates which would have caused an impairment of their fair value is measured using valuation techniques use of such option is reasonably certain. The Company
the circumstances. Revisions to accounting estimates these assets. including the Discounted Cash Flows model. The makes an assessment on the expected lease term on
are recognized in the period in which the estimates are inputs to these models are taken from observable a lease-by-lease basis and there by assesses whether
revised and in any future periods affected. Share-based payments markets where possible, but where this is not feasible, it is reasonably certain that any options to extend or

Estimating fair value for share-based payment a degree of judgment is required in establishing terminate the contract will be exercised. In evaluating
Judgments transactions requires determination of the most fair values. Judgments include considerations of the lease term, the Company considers factors such
In the process of applying the Company’s accounting appropriate valuation model, which is dependent on inputs such as liquidity risk, credit risk and volatility. as any significant leasehold improvements undertaken
policies, management has made various judgments, the terms and conditions of the grant. This estimate Changes in assumptions about these factors could over the lease term, costs relating to the termination
which have the most significant effect on the amounts also requires determination of the most appropriate affect the reported fair value of financial instruments. of the lease and the importance of the underlying
recognized in the financial statements. inputs to the valuation model including the expected (Refer note 19) asset to Company’s operations taking into account
life of the stock option, volatility and dividend yield and the location of the underlying asset the availability of
This note provides an overview of the areas that
making assumptions about them. The assumptions and Intangible asset under development suitable alternatives. The lease term in future periods
involved a higher degree of judgment or complexity,
models used for estimating fair value for share-based The Company capitalizes development costs for a is reassessed to ensure that the lease term reflects the
and of items which are more likely to be materially
payment transactions are disclosed in note 28. project in accordance with the accounting policy. Initial current economic circumstances (Refer note 16).
adjusted due to estimates and assumptions turning
out to be different than those originally assessed. capitalization of costs is based on management’s
Taxes judgment that technological and economic feasibility
Detailed information about each of these estimates
and judgments is included in relevant notes together Deferred tax assets are recognized for unused tax is confirmed. In determining the amounts to be
with information about the basis of calculation for each losses to the extent that it is probable that taxable capitalized, management makes assumptions regarding
affected line item in the financial statements. profit will be available against which the losses can be the expected future cash generation of the project,
utilised. Significant management judgment is required discount rates to be applied and the expected period
Critical estimates and judgments to determine the amount of deferred tax assets that of benefits. (Refer note 5)
can be recognized, based upon the likely timing and the
The areas involving critical estimates or judgments are:
level of future taxable profits together with future tax
(i) Estimation of current tax expense and payable – planning strategies. (Refer note 8)
Note 8
Defined benefit plans (gratuity benefits)
(ii) Estimated useful life of intangible assets – Note
2.3.d The cost of the defined benefit gratuity plan and
other post-employment benefits and the present
(iii) Estimation of defined benefit obligation – Note 27 value of the gratuity obligation are determined using
(iv) 
Recognition of deferred tax assets for carried actuarial valuations. An actuarial valuation involves
forward of tax losses – Note 8 making various assumptions that may differ from
actual developments in the future. These include
(v) Impairment of trade receivables – Note 11 the determination of the discount rate, future salary
(vi) 
Whether assets held for distribution to owners increases and mortality rates. Due to the complexities
meet the definition of discontinued operations – involved in the valuation and its long-term nature, a
Note 2.3.k defined benefit obligation is highly sensitive to changes
in these assumptions. All assumptions are reviewed at
Impairment each reporting date.

The Company assesses impairment at each reporting 


The mortality rate is based on publicly available
date by evaluating conditions specific to the Company mortality tables. Those mortality tables tend to change
that may lead to impairment of assets. Where an only at intervals in response to demographic changes.
impairment trigger exists, the recoverable amount Future salary increases, and gratuity increases are
based on expected future inflation rates. (Refer note 27)

192 SIS Limited Annual Report 2022-23 193


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

4. Property, plant and equipment 4. Property, plant and equipment (Contd.)


Year ended March 31, 2022 (iii) Contractual obligations
Gross block Accumulated depreciation Net Refer note 34(a) for disclosure on contractual commitments for acquisition of Property, plant and equipment.
carrying
Description of assets As at Additions As at As at Charge As at value as
Sale and Sale and (iv) Capital work-in-progress
April 01, during March 31, April 01, for the March 31, at March
adjustments adjustments
2021 the year 2022 2021 year 2022 31, 2022 Year ended March 31, 2022
Buildings (refer note (i) below)* 655.03 109.88 (11.00) 753.91 265.19 122.62 (1.94) 385.87 368.04
Particulars <1 year 1-2 years 2-3 years More than 3 years Total
Leasehold improvement 151.31 31.03 - 182.34 96.93 22.16 - 119.09 63.25
– Projects in progress - - - - -
Plant and machinery 190.23 213.90 - 404.13 88.63 48.54 - 137.17 266.96
Total - - - - -
Furniture and fixture 488.06 25.95 - 514.01 330.06 41.86 - 371.92 142.09
Vehicles 416.16 161.34 (47.83) 529.67 242.84 62.55 (37.67) 267.72 261.95
Year ended March 31, 2023
Office equipment 407.84 44.40 (1.35) 450.89 285.08 60.60 (1.09) 344.59 106.30
Computer equipment 109.47 15.88 - 125.35 90.89 9.57 - 100.46 24.89 Particulars <1 year 1-2 years 2-3 years More than 3 years Total
2,418.10 602.38 (60.18) 2,960.30 1,399.62 367.90 (40.70) 1,726.82 1,233.48 – Projects in progress* 180.15 - - - 180.15
Capital work-in-progress - - - - - - - - - Total 180.15 - - - 180.15
Grand total 2,418.10 602.38 (60.18) 2,960.30 1,399.62 367.90 (40.70) 1,726.82 1,233.48
* Includes plant and machinery pending put to use as per terms of the agreements.

Year ended March 31, 2023


5. Other intangible assets
Gross block Accumulated depreciation Net
Year ended March 31, 2022
carrying
Description of assets As at Additions As at As at Charge As at value as
Sale and Sale and Gross block Accumulated amortization Net
April 01, during March 31, April 01, for the March 31, at March
adjustments adjustments carrying
2022 the year 2023 2022 year 2023 31, 2023 As at Additions As at As at Charge As at
Description of assets Sale and Sale and value as
April 01, during March 31, April 01, for the March 31,
Buildings (refer note (i) below)* 753.91 105.31 - 859.22 385.87 136.48 - 522.35 336.87 adjustments adjustments at March
2021 the year 2022 2021 year 2022
31, 2022
Leasehold improvement 182.34 49.25 - 231.59 119.09 26.98 - 146.07 85.52
Computer software 91.77 10.25 - 102.02 84.79 10.70 - 95.49 6.53
Plant and machinery 404.13 245.49 - 649.62 137.17 173.77 - 310.94 338.68
Intangible assets under 114.07 97.33 - 211.40 - - - - 211.40
Furniture and fixture 514.01 40.78 (0.03) 554.76 371.92 35.74 (1.39) 406.27 148.49 development
Vehicles 529.67 148.32 (107.95) 570.04 267.72 94.73 (98.85) 263.60 306.44 Grand Total 205.84 107.58 - 313.42 84.79 10.70 - 95.49 217.93
Office equipment 450.89 38.10 (4.07) 484.92 344.59 44.55 (3.57) 385.57 99.35
Computer equipment 125.35 20.18 - 145.53 100.46 11.98 - 112.44 33.09 Year ended March 31, 2023
2,960.30 647.43 (112.05) 3,495.68 1,726.82 524.23 (103.81) 2,147.24 1,348.44
Gross block Accumulated amortization Net
Capital work-in-progress - 180.15 - 180.15 - - - - 180.15 carrying
As at Additions As at As at Charge As at
Grand total 2,960.30 827.58 (112.05) 3,675.83 1,726.82 524.23 (103.81) 2,147.24 1,528.59 Description of assets Sale and Sale and value as
April 01, during March 31, April 01, for the March 31,
adjustments adjustments at March
2022 the year 2023 2022 year 2023
*Includes building on leasehold land. 31, 2023
Computer software 102.02 140.20 - 242.22 95.49 18.38 0.10 113.97 128.25
(i) Details for right-of-use assets is as below Intangible assets under 211.40 95.90 (170.59) 136.71 - - - - 136.71
development*
Particulars Building Total Grand Total 313.42 236.10 (170.59) 378.93 95.49 18.38 0.10 113.97 264.96
Balance as on March 31, 2021 286.89 286.89
* Sales and adjustments include amount cross charged to subsidiaries of the Company.
Additions during the year 109.88 109.88
Derecognized during the year (0.59) (0.59) (i) Intangible assets under development
Depreciation during the year (117.63) (117.63)
Year ended March 31, 2022
Balance as on March 31, 2022 278.55 278.55
Additions during the year 96.66 96.66 Particulars <1 year 1-2 years 2-3 years More than 3 years Total

Derecognized during the year - - – Project in progress 98.11 72.49 26.56 14.24 211.40
Depreciation during the year (132.25) (132.25) Total 98.11 72.49 26.56 14.24 211.40
Balance as on March 31, 2023 242.96 242.96
Year ended March 31, 2023
Refer note 16 for disclosure of related lease liabilities.
Particulars <1 year 1-2 years 2-3 years More than 3 years Total

(ii) Property, Plant and Equipment pledged as security – Project in progress* 55.61 35.71 24.79 20.60 136.71
Total 55.61 35.71 24.79 20.60 136.71
Refer note 15 for information on Property, plant and equipment pledged as security by the Company.
* Intangible assets under development consist of expenditure on development of an Enterprise Resource Planning (ERP) software.

194 SIS Limited Annual Report 2022-23 195


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

6. Investments 6. Investments (Contd.)


Particulars March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022

Non-current investments Investment in preference shares (at FVTPL)


Investments in equity instruments Unquoted preference shares (fully paid)
Unquoted equity shares (fully paid) Investment in others
Investment in subsidiaries (at cost unless stated otherwise) 7,773 (March 31, 2022: Nil) Class-2 compulsory convertible cumulative preference shares in Staqu 50.01 -
4,000,000 (March 31, 2022: 4,000,000) equity shares in SIS Security International Holdings Pte. 249.07 249.07 Technologies Private Limited of H 10/- each fully paid up
Ltd. (formerly known as SIS International Holdings Ltd.) of AUD 1/- each fully paid up 2,169 (March 31, 2022: Nil) Compulsory convertible preference shares in Staqu Technologies Private 13.26 -
139.20 135.20 Limited of H 542/- each fully paid up
11,512,800 (March 31, 2022: 11,512,800) equity shares in Service Master Clean Limited of H 10/-
each fully paid up Total investment in preference shares (E) 63.27 -
22,500,000 (March 31, 2022: 11,252,250) equity shares in Terminix SIS India Private Limited of H 10/- 122.03 114.26 Investments in debentures or bonds (at amortised cost)
each fully paid up* 175 (March 31, 2022: 175) Non-convertible debentures in SIS Cash Services Private Limited of 125.00 175.00
14,800,000 (March 31, 2022: 14,800,000) equity shares in Tech SIS Limited of H 10/- each fully paid 152.90 152.60 H 1,000,000/- each fully paid up ***
up 120 (March 31, 2022: 120) Non-convertible debentures in SIS Alarm Monitoring and Response 20.00 120.00
800,000 (March 31, 2022: 800,000) equity shares in SIS Australia Group Pty. Ltd. of AUD 1/- each 47.93 47.93 Services Private Limited of H 1,000,000/- each fully paid up***
fully paid up 300,000 (March 31, 2022: 300,000) Optionally convertible debentures in Terminix SIS India - 29.45
2,801,666 (March 31, 2022: 2,801,666) equity shares in Dusters Total Solutions Services Private 1,965.58 1,965.58 Private Limited of H 100/- each fully paid up**
Limited of H 10/- each fully paid up 49 (March 31, 2022: 49) Optionally convertible debentures in Service Master Clean Limited of 26.57 24.16
250,000 Equity shares in SLV Security Services Private Limited of H 100/- each fully paid up $ 884.95 827.24 H 1,000,000/- each fully paid up
1,169,213 (March 31, 2022: 1,169,213) equity shares in RARE Hospitality and Services Private 520.51 519.71 Total investments in debentures or bonds (F) 171.57 348.61
Limited of H 10/- each fully paid up Total non-current investments (D+E+F) 5,733.59 5,765.48
1,800,000 (March 31, 2022: 1,800,000) equity shares in Uniq Security Solutions Services Private 1,032.53 1,032.53 Current investments
Limited (formerly known as Uniq Detective and Security Services Private Limited) of H 10/- each fully Investments in debentures or bonds (at amortised cost)
paid up *
Optionally convertible debentures in Terminix SIS India Private Limited of H 100/- each fully paid 29.89 -
10,000 (March 31, 2022: 10,000) equity shares in SIS Synergistic Adjacencies Ventures Private 0.10 0.10 up**
Limited (formerly known as SISCO Security Services Private Limited) of H 10/- each fully paid up
Non-convertible debentures in SIS Cash Services Private Limited of H 1,000,000/- each fully paid 50.00 -
10,000 (March 31, 2022: 10,000) equity shares in SIS Business Support Services and Solutions 0.10 0.10
up ***
Private Limited of H 10/- each fully paid up
Non-convertible debentures in SIS Alarm Monitoring and Response Services Private Limited 100.00 -
29,000,000 (March 31, 2022: 29,000,000) equity shares in SIS Alarm Monitoring and Response 295.68 294.56
of H 1,000,000/- each fully paid up***
Services Private Limited of H 10/- each fully paid up
Total current investments 179.89 -
1,010,000 (March 31, 2022: 10,000) equity shares in One SIS Solutions Private Limited of H 10/- each 10.10 0.10
fully paid up Total investments 5,913.48 5,765.48
Total investment in subsidiaries (A) 5,420.68 5,338.98 Aggregate amount of quoted investments and market value thereof - -
Investment in joint ventures (at cost unless stated otherwise) Aggregate amount of unquoted investments 5,913.48 5,765.48

7,788,892 (March 31, 2022: 7,788,892) equity shares in SIS Cash Services Private Limited of H 10/- 77.89 77.89 Aggregate amount of impairment in value of investments - -
each fully paid up $
During the year ended March 31, 2021, the Company has fulfilled its obligations of making the payment of all tranches through the escrow
Total investment in joint ventures (B) 77.89 77.89 mechanism for acquisition of 100% of the share capital of SLV.
Investment in others (at FVTPL) * Refer note 37 regarding the investments in respective subsidiary made during the year ended March 31, 2023 and March 31, 2022.
30 (March 31, 2022: Nil) equity shares in Staqu Technologies Private Limited of H 10/- each fully paid 0.18 - ** During the year ended March 31, 2023, current maturity of optionally convertible debentures in Terminix SIS India Private Limited amounting
up to H 29.89 Million (March 31, 2022: Nil) has been disclosed under current investments.
Total Investment in others (C) 0.18 - *** During the year ended March 31, 2023, current maturity of Non-convertible debentures in SIS Cash Services Private Limited and SIS Alarm
Monitoring and Response Services Private Limited amounting to H 50 Million & H 100 Million respectively (March 31, 2022: Nil) has been
Total investment in equity instruments (D=A+B+C) 5,498.75 5,416.87 disclosed under current investments.

196 SIS Limited Annual Report 2022-23 197


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

7. Other financial assets 8. Income tax (Contd.)


Particulars March 31, 2023 March 31, 2022 Tax related to items recognized directly in equity during the year:
Other non-current financial assets Particulars March 31, 2023 March 31, 2022
Security deposits (unsecured, considered good) 150.22 263.27 Aggregate current and deferred tax arising in the reporting period and not recognized in profit or - 3.70
Loans to related parties (unsecured, considered good) 141.21 234.59 loss or other comprehensive income, but directly debited/credited to equity
Margin money in the form of fixed deposits * 21.52 94.18 Income tax credited/(charged) to equity - 3.70
Fixed deposit maturing after 12 months 146.60 4.75
Other non-current financial assets 0.34 0.34 Reconciliation of tax expense and the accounting profit multiplied by the tax rate for March 31, 2023 and
Total other non-current financial assets 459.89 597.13 March 31, 2022:
Other current financial assets Particulars March 31, 2023 March 31, 2022
Unbilled revenue ** (Refer note 23) 2,561.39 2,186.59 Accounting profit before tax from continuing operations 1,349.12 1,155.52
Security deposits (unsecured, considered good) 134.53 94.14 Accounting profit before income tax 1,349.12 1,155.52
Interest accrued on deposits/investments/loans 112.64 10.89 Statutory income tax rate 25.17% 25.17%
Other receivables 139.94 66.96 Income tax expense at statutory rate 339.55 290.82
Total other current financial assets 2,948.50 2,358.58 Additional temporary tax deductible in respect of certain benefits under the Income Tax Act, 1961 (982.81) (463.01)
Total financial assets 3,408.39 2,955.71 Non-deductible expenses for tax purposes
* Fixed deposits have been pledged as margin money against bank guarantees. Corporate social responsibility expenditure 1.83 3.33
** All unbilled dues are undisputed and falling under the ageing of less than six months from the date of completion of delivery of goods/services. Donation 1.73 0.45
Other non-deductible expenses 2.66 (0.10)
No loans or other advances are due from directors or other officers of the Company either severally or jointly with any other
Adjustments in respect of current income tax expense/(reversal) of previous years 84.86 -
person and from firms or private companies respectively in which any director is a partner, a director or a member except
Income taxed at differential rates
as disclosed in note 39.
Dividend from foreign subsidiaries taxed at a different/lower rate - (14.98)
Refer note 40 for the Company’s policy regarding impairment allowance on other financial assets and Company’s credit risk Tax expense reported in the statement of profit and loss (552.18) (183.49)
management processes.
The balance in deferred tax assets/(liabilities) comprises temporary differences attributable to:
8. Income tax
Particulars March 31, 2023 March 31, 2022
The major components of income tax expense for the years ended March 31, 2023 and March 31, 2022 are:
Property, plant and equipment/Intangible assets 145.55 118.14

Statement of profit and loss: Defined benefit obligations 364.78 301.39


Deductions in respect of certain benefits under the Income Tax Act, 1961 809.55 308.67
Profit or loss section:
Accruals and others 258.36 238.49
Particulars March 31, 2023 March 31, 2022 Allowance for expected credit loss – trade receivables 110.07 77.45
Current income tax: Unused tax losses 1.52 1.52
Current income tax charge 29.25 32.11 Total deferred tax assets/(liabilities) 1,689.83 1,045.66
Adjustments in respect of current income tax expense/(reversal) of previous years 84.86 -
Deferred tax: Reflected in the balance sheet as follows:
Decrease/(increase) in deferred tax assets (net) (666.29) (215.60) Particulars March 31, 2023 March 31, 2022
Income tax expense/(credit) reported in the statement of profit and loss (552.18) (183.49)
Deferred tax assets 1,689.83 1,045.66
Deferred tax liabilities - -
OCI section:
Deferred tax assets/(liabilities), net 1,689.83 1,045.66
Tax related to items recognized in OCI during the year:
Particulars March 31, 2023 March 31, 2022
Tax expense/(credit) on re-measurements of defined benefit plans 22.12 (20.29)
Income tax charged/(credited) to OCI 22.12 (20.29)

198 SIS Limited Annual Report 2022-23 199


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

8. Income tax (Contd.) 11. Trade receivables


Reconciliation of deferred tax assets/(liabilities), net: Particulars March 31, 2023 March 31, 2022

Deductions Trade receivables 7,379.98 5,379.83


Allowance
Property, in respect Less: Allowance for expected credit loss 516.91 307.74
for
plant and Defined of certain Accruals
expected Unused Total trade receivables 6,863.07 5,072.09
Particulars equipment benefit benefits and Total
credit tax losses
/Intangible obligations under the others
loss – trade
assets Income Tax
Act, 1961
receivables Break-up of security details:
As at April 01, 2021 112.70 202.09 206.18 234.33 52.95 1.52 809.77 Particulars March 31, 2023 March 31, 2022
Tax income/(expense) during the period 5.44 79.01 102.49 4.16 24.50 - 215.60 Secured, considered good - -
recognized in profit or loss
Unsecured, considered good 6,863.07 5,072.09
Tax income/(expense) during the period - 20.29 - - - - 20.29
Total 6,863.07 5,072.09
recognized in OCI
As at March 31, 2022 118.14 301.39 308.67 238.49 77.45 1.52 1,045.66 The amount of loss allowance (lifetime expected credit loss) has been recognized under the Simplified approach for trade
Tax income/(expense) during the period 27.41 85.51 500.88 19.87 32.62 - 666.29 receivable and hence break-up of trade receivable into 'significant increase in credit risk' and 'credit impaired' has not been
recognized in profit or loss disclosed separately.
Tax income/(expense) during the period - (22.12) - - - - (22.12)
recognized in OCI The ageing schedule for outstanding trade receivables from the due date is given below:
As at March 31, 2023 145.55 364.78 809.55 258.36 110.07 1.52 1,689.83
Year ended March 31, 2023
Outstanding for following periods from due date
Income tax assets:
Particulars Less than 6 months - More than Total
Particulars March 31, 2023 March 31, 2022 Not due 1-2 years 2-3 years
6 months 1 year 3 years
Opening balance 1,410.12 938.14 (i) Undisputed trade receivables – considered good 3,265.96 2,483.59 498.92 469.18 304.21 324.53 7,346.39
Taxes paid 640.31 500.39 (ii) Disputed trade receivables – considered good - - 4.60 4.22 0.70 24.07 33.59
Refund received (816.22) -
Current tax payable for the year (29.25) (28.41) Year ended March 31, 2022
Income tax assets 1,204.96 1,410.12 Outstanding for following periods from due date
Particulars Less than 6 months - More than Total
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets Not due 1-2 years 2-3 years
6 months 1 year 3 years
and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same
(i) Undisputed trade receivables – considered good 1,412.15 2,634.25 379.33 295.78 150.72 440.01 5,312.24
tax authority.
(ii) Disputed trade receivables – considered good 0.24 18.88 6.67 10.12 5.53 26.15 67.59
9. Other Assets
The movement in allowances for expected credit loss is as follows:
Particulars March 31, 2023 March 31, 2022
Particulars March 31, 2023 March 31, 2022
Other non-current assets
Capital advances 30.44 29.25 Opening balance 307.74 210.41

Other advances 0.05 2.58 Additions 209.17 97.33

Total other non-current assets 30.49 31.83 Write off (net of recovery) - -

Other current assets Closing balance 516.91 307.74

Prepaid expenses 202.15 91.20


No trade receivables are due from directors or other officers of the Company either severally or jointly with any other
Costs to obtain/fulfil contract with customers 0.72 9.17 person and from firms or private companies respectively in which any director is a partner, a director or a member except
Other advances 91.56 230.71 as disclosed in note 39.
Other current assets* 335.43 114.28
Total other current assets 629.86 445.36
Refer note 40 for the Company’s policy regarding impairment allowance on trade receivables and Company’s credit risk
management processes.
Total other assets 660.35 477.19
For outstanding balances, terms and conditions relating to related party receivables, refer note 39.
* Includes balance with revenue authorities.

10. Inventories
Particulars March 31, 2023 March 31, 2022
Uniforms 150.57 147.20
Total inventories at the lower of cost and net realizable value 150.57 147.20

200 SIS Limited Annual Report 2022-23 201


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

12. Cash and bank balances 13. Equity Share capital (Contd.)
Cash and cash equivalents During the year ended March 31, 2023, pursuant to the June 21, 2021. The Company has funded the buyback from
approval of the Board of Directors of the Company, at its its free reserves as required under the said regulations. As a
Particulars March 31, 2023 March 31, 2022
meeting held on June 29, 2022, and the shareholders, by way result of the buyback, 1,818,181 equity shares of face value
Balances with banks: of a special resolution through postal ballot, on August 12, of H 5 each were extinguished by appropriating a sum of
– On current accounts 183.44 560.44 2022, 1,454,545 equity shares of face value of H 5 each of H 990.91 Million from the securities premium and an amount
– Bank deposits with original maturity of three months or less* 816.58 740.69 the Company were offered for buyback by the Company to of H 9.09 Million, being a sum equal to the nominal value of
Cash on hand 2.47 1.87 all eligible shareholders, through the tender offer process, the Equity Shares bought back through the Buyback have
Total 1,002.49 1,303.00 for an aggregate amount not exceeding H 800 Million, being been transferred to the capital redemption reserve account.
0.99% of the total paid up equity share capital of the Company
* Includes amount pledged as security/margin money against guarantees issued by banks on behalf of the Company. Notes (pre share sub-division effect):
as on March 31, 2022, at H 550 per equity share, as per the
Bank balances lying in various current accounts bear no interest. provisions of the Security and Exchange Board of India (Buy- a) 2,210,500 and 62,457,240 equity shares were allotted
back of Securities) Regulations 2018, as amended and the as fully paid Bonus Shares by capitalization of general
There are no repatriation restrictions with regard to cash and cash equivalents as at the end of reporting period and
Companies Act, as amended. The said buyback through the reserve during the year ended March 31, 2006 and
prior periods.
tender offer process was completed on November 11, 2022. March 31, 2017 respectively.
The Company has funded the buyback from its free reserves
Other bank balances b) Mr. Uday Singh was the holder of 79,000 unpaid shares
as required under the said regulations. As a result of the
in SIS International Holdings Ltd., a wholly-owned
Particulars March 31, 2023 March 31, 2022 buyback, 1,454,545 equity shares of face value of H 5 each
subsidiary. In terms of a letter dated December 01,
Unclaimed dividend accounts 1.04 1.05 were extinguished by appropriating a sum of H 792.73 Million
2009, Mr. Singh had the option to exchange these
Deposits with original maturity of more than three months and having remaining maturity of less 360.31 100.15 from the securities premium and an amount of H 7.27 Million,
shares for shares of the Company in a manner reflecting
than twelve months from reporting date being a sum equal to the nominal value of the Equity Shares
the fair value of these shares, reduced by the amounts
Margin money * 175.08 182.78 bought back through the buyback have been transferred to
unpaid on them. Subsequently, in lieu of these shares
Total 536.43 283.98 the capital redemption reserve account.
and suitably adjusted for amounts unpaid thereon,
* Pledged as security/margin money against guarantees issued by banks on behalf of the Company During the year ended March 31, 2022, pursuant to the Mr. Singh was allotted 40,565 Equity Shares during the
approval of the Board of Directors of the Company, at its year ended March 31, 2017, at a ratio as determined in
13. Equity Share capital meeting held on February 15, 2021, and the shareholders, by accordance with a valuation report prepared by a SEBI
way of a special resolution through postal ballot, on March 20, registered merchant banker.
Authorized share capital
2021, 1,818,181 equity shares of face value of H 5 each of the
c) During the year ended March 31, 2018, the Company
Particulars (Nos. in Million) (K Million) Company were offered for buyback by the Company to all
completed an Initial Public Offering (IPO) of its shares
As at April 01, 2021 (Equity shares of K 5 each) 270.00 1,350.00 eligible shareholders of the Company, through the tender
consisting of a fresh offer of 4,444,785 equity shares
Increase/(decrease) during the year - - offer process, for an aggregate amount not exceeding 1,000
of H 10 each at a premium of H 805 per share and an
As at March 31, 2022 (Equity shares of K 5 each) 270.00 1,350.00 Million, being 1.24% of the total paid up equity share capital
offer for sale of 5,120,619 equity shares of H 10 each
of the Company as on March 31, 2020, at H 550 per equity
Increase/(decrease) during the year - - by the selling shareholders. The proceeds of the fresh
share, per the provisions of the Security and Exchange
As at March 31, 2023 (Equity shares of K 5 each) 270.00 1,350.00 offer component from the IPO amounted to H 3,410.47
Board of India (Buy-back of Securities) Regulations 2018,
(Million) (net of issue expenses). The equity shares of
as amended and the Companies Act, as amended. The said
Issued, Subscribed and paid up equity capital the Company were listed on NSE and BSE effective
buyback through the tender offer process was completed on
August 10, 2017.
Particulars (Nos. in Million) (K Million)
148.30 741.51
Terms/rights attached to equity shares
As at April 01, 2021 (Equity shares of K 5 each)
Issued on exercise of stock options 0.55 2.74 The Company has only one class of equity shares having par value of H 5 per share. Each holder of equity shares is entitled
Buyback of equity shares (1.82) (9.09) to one vote per share and to participate in dividends in proportion to the number of and amounts paid on the shares held.
147.03 735.16
The Company declares and pays dividends in Indian rupees.
As at March 31, 2022 (Equity shares of K 5 each)
Issued on exercise of stock options 0.15 0.76 In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of
Buyback of equity shares (1.45) (7.27) the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
As at March 31, 2023 (Equity shares of H 5 each) 145.73 728.65 shares held by the shareholders.

Details of shareholders holding more than 5% shares in the Company


As at March 31, 2023 As at March 31, 2022
Name of the shareholder
No. in Million % holding in the class No. in Million % holding in the class

Ravindra Kishore Sinha 57.16 39.23% 57.65 39.21%


Rita Kishore Sinha 23.31 16.00% 23.51 15.99%
Rituraj Kishore Sinha 15.66 10.74% 15.79 10.74%

202 SIS Limited Annual Report 2022-23 203


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

13. Equity Share capital (Contd.) 14. Other equity (Contd.)


Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares bought Securities premium
back during the period of five years immediately preceding the reporting date:
Particulars March 31, 2023 March 31, 2022

March 31, March 31, March 31, March 31, March 31, Balance at the beginning of year 3,123.34 4,078.79
Particulars 2023 2022 2021 2020 2019 *
Exercise of stock options 23.55 55.28
No. No. No. No. No. Buyback of equity shares (800.00) (1,000.00)
Equity shares allotted as fully paid bonus shares by - - 10,480 10,480 211,960 Transaction cost related to buyback of equity shares (net of taxes) (12.62) (10.73)
capitalization of general reserve
Balance at the end of year 2,334.27 3,123.34
Equity shares allotted as fully paid up without payment being - - - - -
received in cash
General reserve
Buyback of equity shares 1,454,545 1,818,181 - - -
Particulars March 31, 2023 March 31, 2022
* Number of shares has been restated to give effect of share sub-division.
Balance at the beginning of year 563.94 188.94

Details of promoter shareholding in the Company Transferred from debenture redemption reserve - 375.00
Transferred from stock options outstanding account on stock options expired 2.53 -
Year ended March 31, 2023
Balance at the end of year 566.47 563.94
Equity shares as Equity shares as
S. % holding % holding % Change during
Name of the Promoter on April 01, 2022 on March 31, 2023
No. in the class in the class the year Retained earnings
(in Nos.) (in Nos.)

Promoters Particulars March 31, 2023 March 31, 2022


1. Ravindra Kishore Sinha 57,648,582 39.21% 57,163,671 39.23% 0.02% Balance at the beginning of year 3,703.48 2,655.65
2. Rituraj Kishore Sinha 15,791,311 10.74% 15,658,482 10.74% 0.00% Net Profit/(loss) for the year 1,901.30 1,339.01
Total 73,439,893 72,822,153 Items of other comprehensive income recognized directly in retained earnings
– Remeasurements of post-employment benefit plans directly in retained earnings 65.79 (60.34)
Year ended March 31, 2022
Appropriations -
Equity shares as Equity shares as – Tax on buyback of equity shares (184.67) (230.84)
S. % holding % holding % Change during
Name of the Promoter on April 01, 2021 on March 31, 2022
No. in the class in the class the year Balance at the end of year 5,485.90 3,703.48
(in Nos.) (in Nos.)
Promoters
Stock options outstanding account
1. Ravindra Kishore Sinha 58,727,312 39.60% 57,648,582 39.21% -0.39%
2. Rituraj Kishore Sinha 16,420,380 11.07% 15,791,311 10.74% -0.33% Particulars March 31, 2023 March 31, 2022

Total 75,147,692 73,439,893 Balance at the beginning of year 225.41 77.23


Stock option compensation expense 135.54 203.46
Shares reserved for issue under options Transferred to securities premium on exercise of stock options (23.55) (55.28)
Employees stock options Transferred to general reserve on stock options expired (2.53) -
Balance at the end of year 334.87 225.41
Refer note 28 for details regarding employee stock options issued by the Company.

14. Other equity Debenture redemption reserve

Particulars March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022

Reserves and surplus Balance at the beginning of year - 375.00


Securities premium 2,334.27 3,123.34 Created from retained earnings - -
General reserve 566.47 563.94 Transfer to general reserves - (375.00)
Retained earnings 5,485.90 3,703.48 Balance at the end of year - -
Total reserves and surplus (A) 8,386.64 7,390.76
Other reserves Capital redemption reserve
Stock options outstanding account 334.87 225.41 Particulars March 31, 2023 March 31, 2022
Debenture redemption reserve - -
Balance at the beginning of year 9.09 -
Capital redemption reserve 16.36 9.09
Created on buyback of equity shares 7.27 9.09
Total other reserves (B) 351.23 234.50
Balance at the end of year 16.36 9.09
Share application money pending allotment (C) - 0.02
Total other equity (A+B+C) 8,737.87 7,625.28

204 SIS Limited Annual Report 2022-23 205


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

14. Other equity (Contd.) 15. Borrowing’s


Share application money pending allotment Particulars Note March 31, 2023 March 31, 2022

Particulars March 31, 2023 March 31, 2022 Non-current borrowings


Balance at the beginning of year 0.02 0.29 Secured
Share application money received during the year 0.70 2.47 Bonds/debentures
Issued on exercise of stock options (0.72) (2.74) – Non-convertible debentures a - 1,894.32
Balance at the end of year - 0.02 Term loans
From banks
– Kotak Mahindra Bank Limited b 67.74 157.83
Nature and purpose of Reserves value of equity-settled share-based payments provided to
– Standard Chartered Bank c 254.24 152.36
Securities Premium employees, including key management personnel, as part of
– Vehicle loan from various banks d 225.21 121.41
their remuneration. Refer to note 28 for further details.
Security premium is used to record the premium on issue From other parties
of shares or other securities such as debentures or bonds. – Axis Finance Limited e 940.12 -
Debenture redemption reserve
The reserve is utilized in accordance with the Companies – Bajaj Finance Limited f 940.22 -
Act, 2013. Pursuant to the provisions of the Act, the Company is
– Vehicle loan from others g 18.53 36.35
required to create debenture redemption reserve out of the
Total secured borrowings 2,446.06 2,362.27
General Reserve profits which is to be utilized for the purpose of redemption
Unsecured
of debentures. On redemption of the debentures, the
The general reserve is the result of a company’s transferring Bonds/ debentures
related amount of this reserve will be transferred to
a certain amount of profit from the account of retained Rupee denominated bonds issued to SIS Australia Group Pty. Limited, a subsidiary h 748.20 747.58
retained earnings.
earnings to the general reserve account. The purpose of company
setting up a general reserve account is to meet potential Total unsecured borrowings 748.20 747.58
Capital redemption reserve
future unknown liabilities. In other words, the general reserve Total non-current borrowings 3,194.26 3,109.85
is a free reserve which can be utilized for any purpose after As per the Companies Act, 2013, Capital redemption reserve
Less: Current maturity of long-term borrowings (refer table below) (289.73) (2,098.77)
fulfilling certain conditions. is created when a company purchases its own shares out
Non-current borrowings 2,904.53 1,011.08
of free reserves or securities premium. A sum equal to the
Current borrowings
Retained earnings nominal value of the shares so purchased is transferred
to capital redemption reserve. This reserve can be utilized Secured
Retained earnings represents the amount of accumulated Loans repayable on demand
in accordance with the provisions of Section 69 of the
earnings of the Company and re-measurement differences From banks
Companies Act, 2013.
on defined benefit plans. – Kotak Mahindra Bank Limited i 19.50 -
Share application money pending allotment – Axis Bank Limited i 588.94 800.22
Stock Options outstanding Account
Share application money pending allotment represents the – HDFC Bank Limited i 1,500.00 1,000.00
The stock options outstanding account is used to recognize – ICICI Bank Limited i 666.65 676.85
exercise price received from employees of the Company
the grant date fair value of options issued to employees – Standard Chartered Bank i 200.00 -
against stock options on which allotment is not yet made.
under the Company’s’ employee stock option plans. The
– State Bank of India j 640.00 420.73
share-based payment reserve is used to recognize the
– Yes Bank Limited k 600.00 390.66
Total secured borrowings 4,215.09 3,288.46
Unsecured
Loans repayable on demand
From Banks
– HDFC Bank Limited 200.00 -
Total unsecured borrowings 200.00 -
Add: Current maturity of long-term borrowings (refer table below) 289.73 2,098.77
Current borrowings 4,704.82 5,387.23
Aggregate secured borrowings 6,661.15 5,650.73
Aggregate unsecured borrowings 948.20 747.58

206 SIS Limited Annual Report 2022-23 207


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

15. Borrowing’s (Contd.) 15. Borrowing’s (Contd.)


Breakup of current maturity of long-term borrowings: per annum. These RDB’s shall be redeemed within future) of the Company and second pari passu charge
9 years (redemption due by August, 2025) from the date is with other working capital lenders.
Particulars March 31, 2023 March 31, 2022
of issue with a lock-in-period of 3 years from the date of
Secured k) Secured by first pari passu charge over current assets
issue and interest is payable half yearly.
Bonds/debentures - 1,894.32 both present and future.
Term loans Being a fixed interest instrument, Transfer pricing (TP)
l) The short-term borrowing charges are excluding assets
From banks 277.29 186.67 compliance has already been done for this transaction
specifically charged to term loan lenders, if any.
From other parties 12.44 17.78 under fixed interest agreement and it is within allowed
premises for TP compliance. The loans repayable on demand mentioned above, carry
Unsecured - -
interest at quarterly/ half yearly/ yearly MCLR/ Repo rate/
Total current maturity of long-term borrowings 289.73 2,098.77
Short-term borrowings – Secured/Unsecured loans MIBOR/ TBILL plus spread margin ranging from 25 bps to
repayable on demand: 125 bps (March 31, 2022: 25 bps to 60 bps) for cash credit
Notes: Repo plus spread margin ranging from 75 bps to 315 bps facility and ranging from 7.40% p.a. to 7.90% p.a. for WCDL
i) Secured by first pari passu charges over the current
Long-Term Borrowings - Secured: (March 31, 2022: 75 bps to 315 bps). The vehicle loans carry facilities (March 31, 2022: 4.30% p.a. to 4.60% p.a.).
assets and immovable fixed assets and second pari
interest from 7.10% to 9.75% per annum.
Bonds/debentures: passu charge over movable fixed assets. There has been no default in the payment of interest or
a) i) 
ICICI Prudential Assets Management Company From Other Parties: j) Secured by first pari passu charges over the current repayment of principal in respect of the above loans/
Limited has subscribed to 1,900 non-convertible assets and movable fixed assets (both present and borrowings.
e) Secured by way of first pari passu charge on current
debentures (NCDs) of H 1,000,000/- each on March
and non-current assets of Dusters Total Solution
30, 2021. The NCDs carried interest @ 7.90% per
Services Private Limited & Uniq Security Solutions 16. Lease Liabilities
annum, payable annually. The NCDs were secured
Private Limited (subsidiaries of the Company) and 13%
against 85.68% shareholding in Dusters total Particulars March 31, 2023 March 31, 2022
pledge of shares of Dusters Total Solutions Services
solutions services private limited, a subsidiary of Non-current lease liabilities 398.52 414.30
Private Limited. The loan is repayable on 5 semi-annual
the Company. The debentures were redeemable Current lease liabilities 96.93 76.13
equal instalment commenced from the end of fourth
after 2 years from the date of issue. i.e., March Total lease liabilities 495.45 490.43
quarter of FY 2024-25 after the moratorium of 1.5 years
30, 2023. During the year ended March 31, 2023,
and last payment of repayment is scheduled on fourth
NCDs has been repaid on maturity.
quarter of FY 2026-27. Movement of lease liabilities during the year
Term loans: f) Secured by way of first pari passu charge on current Particulars March 31, 2023 March 31, 2022

From Banks: and movable fixed assets of Dusters Total Solutions Opening balance 490.43 453.46
Services Private Limited & UNIQ Security Solutions Additions 96.66 109.88
b) Secured by way of first charge on the movable fixed
Private Limited (subsidiaries of the Company) and 13% Deletions - (1.09)
assets of the Company purchased out of the term loan
pledge of shares of Dusters Total Solutions Services Finance cost accrued during the year 62.43 58.49
proceeds and second parri passu charge on receivables/
Private Limited. The loan is repayable on 8 equal Payment of lease liability (154.07) (130.31)
current assets of the Company both present and future.
quarterly instalment commenced from the end of first Closing balance 495.45 490.43
The loan is repayable in 18 equal quarterly instalments
quarter of FY 2024-25 after the moratorium of 1 year
commenced from the end of the 1st quarter of FY 2019- The Company does not expect potential exposure to variable lease payments, extension / termination options, guaranteed
and last payment of repayment is scheduled on fourth
20 after the end of moratorium Period of six months residual value and lease commitments.
quarter of FY 2025-26.
and last installment repayment is scheduled in fourth
quarter of FY 2023-24. g) Vehicle Loan from other financiers are secured by 17. Trade payables
hypothecation of the respective vehicle(s) purchased
c) Secured by way of first charge on the Monitoring Particulars March 31, 2023 March 31, 2022
against the loan taken from that financier(s). The loans
equipment purchased out of the term loan proceeds. Non-current - -
carry interest from 7.50% to 10.50% per annum and
The loan is repayable in 12 equal quarterly instalments Current
have various repayment schedules and last instalment
commenced from the end of the fourth quarter of Trade payables
repayment is scheduled in FY 2025-2026.
FY 2021-22 and last installment repayment is scheduled – total outstanding dues of micro enterprises and small enterprises (MSME) 24.30 6.13
in third quarter of FY 2024- 25. – total outstanding dues of creditors other than micro enterprises and small enterprises 199.88 124.21
Long-term borrowings – Unsecured:
Total current trade payables 224.18 130.34
d) Vehicle Loan from banks are secured by hypothecation Bonds/debentures: Total 224.18 130.34
of vehicles purchased against the loan taken from that
h) 
SIS Australia Group Pty. Limited, a subsidiary, has
Bank. The loans have various repayment schedules and The terms and conditions of the above financial liabilities are as follows:
subscribed to 750 Rupee Denominated Bonds (RDBs) of
last instalment repayment is scheduled in FY 2028-29.
face value of H 1,000,000/- each. The RDBs will constitute a) Trade payables are non-interest bearing and are normally settled on credit terms ranging from 30-60 days which vary
The terms loans mentioned above except vehicle loans, direct, unconditional and unsecured obligations of the by vendor and type of service.
carry interest at quarterly/ half-yearly/ year MCLR/ Mibor/ Company to repay the issue price plus interest @ 8%
b) For outstanding balances, terms and conditions with related parties, refer to note 39.

208 SIS Limited Annual Report 2022-23 209


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

17. Trade payables (Contd.) 18. Other financial liabilities (Contd.)


The ageing schedule for outstanding trade payables from due date is given below: Details of loan given, investments made and guarantee given covered U/S 186(4) of the Companies Act, 2013.
Year ended March 31, 2023 Corporate guarantees given by the Company in respect of borrowings taken by subsidiaries:

Outstanding for following periods from due date Particulars March 31, 2023 March 31, 2022
Particulars Total
Not due <1 year 1-2 years 2-3 years More than 3 years Tech SIS Limited 70.00 50.00

(i) MSME 12.47 11.83 - - - 24.30 Service Master Clean Limited 1,895.00 1,895.00

(ii) Others 82.30 109.52 7.43 0.51 0.12 199.88 SIS Alarm Monitoring and Response Services Private Limited 530.00 550.00
SLV Security Services Private Limited 895.00 895.00
Year ended March 31, 2022 Rare Hospitality and Services Private Limited 270.26 270.26
Total 3,660.26 3,660.26
Outstanding for following periods from due date
Particulars Total
Not due <1 year 1-2 years 2-3 years More than 3 years Loans given and investments made are given under the respective heads.
(i) MSME 6.06 0.07 - - - 6.13
(ii) Others 70.86 51.15 2.00 0.11 0.09 124.21 19. Financial instruments by category
March 31, 2023 March 31, 2022
There are no disputed dues during the year ended March 31, 2023 and March 31, 2022. Particulars
FVTPL FVTOCI Amortized cost FVTPL FVTOCI Amortized cost
Based on the information available with the Company, the amount payable to creditors who have been identified as Financial assets:
“suppliers” within the meaning of “Micro, Small and Medium Enterprises Development (MSMED) Act, 2006” is as below: Investments
– Equity instruments 0.18 - - - - -
Particulars March 31, 2023 March 31, 2022
– Preference shares 63.27 - - - - -
Principal amount and the interest [H Nil (March 31, 2022 –Nil)] due thereon 24.30 6.13
– Bonds and debentures - - 351.46 - - 348.61
Amount of interest paid by the buyer in terms of Section 16 of the MSMED Act, 2006, along with the - -
amounts of the payment made to the supplier beyond the appointed day during each accounting Trade receivables - - 6,863.07 - - 5,072.09
year Cash and cash equivalents - - 1,002.49 - - 1,303.00
Amount of interest due and payable for the period of delay in making payment (which have been - - Other bank balances - - 536.43 - - 283.98
paid but beyond the appointed day during the year) but without adding the interest specified under Loans - - 141.21 - - 234.59
MSMED Act, 2006
Other financial assets - - 3,267.18 - - 2,721.12
Amount of interest accrued and remaining unpaid at the end of each accounting year - -
Total financial assets 63.45 - 12,161.84 - - 9,963.39
Amount of further interest remaining due and payable even in the succeeding years, until such - -
date when the interest dues as above are actually paid to the small enterprise for the purpose of Financial liabilities:
disallowance as a deductible expenditure under Section 23 of the MSMED Act, 2006 Trade payables - - 224.18 - - 130.34
Borrowings - - 7,609.35 - - 6,398.31
18. Other financial liabilities Lease liabilities - - 495.45 - - 490.43
Other financial liabilities - - 3,235.49 - - 2,532.31
Particulars March 31, 2023 March 31, 2022
Total financial liabilities - - 11,564.47 - - 9,551.39
Non-current
Financial guarantees 1.47 5.87
Fair value hierarchy
Total other non-current financial liabilities 1.47 5.87
Current The assets measured at fair value on a recurring basis and the basis for that measurement is as below:
Capital creditors 74.72 -
March 31, 2023 March 31, 2022
Interest accrued but not due on borrowings 32.79 25.06
Level 1 inputs Level 2 inputs Level 3 inputs Level 1 inputs Level 2 inputs Level 3 inputs
Financial guarantees 4.19 0.64
Financial Assets:
Unclaimed/unpaid dividends 1.04 1.05
Investments carried at FVTPL - - 63.45 - - -
Employee benefits payable 2,925.32 2,372.77
Total Financial Assets - - 63.45 - - -
Other payables and accruals * 195.96 126.92
Total other current financial liabilities 3,234.02 2,526.44
Valuation methodologies:
Total other financial liabilities 3,235.49 2,532.31
Investment in equity / preference instruments: The Company’s investments consist primarily of investment in equity /
* Includes unbilled dues having ageing of less than one year. preference shares of unquoted companies. Management has considered the cost to be approximating to fair value of
such investments.

All of the resulting fair value estimates are included in Level 3 as the fair values have been determined based on present
values and discount rates used are adjusted for counter party or own credit risk.

210 SIS Limited Annual Report 2022-23 211


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

19. Financial instruments by category (Contd.) 19. Financial instruments by category (Contd.)
The following table presents the change in Level 3 items for the periods ended March 31, 2023 and Valuation processes
March 31, 2022: The finance department of the Company includes the team that performs the valuations of financial assets and liabilities
Investments required for financial reporting purposes, including level 3 fair values. The team reports directly to the chief financial officer
Particulars
carried at FVTPL (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every
As at April 1, 2021 - 3 months, in line with the Company’s quarterly reporting period. External valuer’s assistance is also taken for valuation
Changes during the year - purposes where required.
As at March 31, 2022 -
The main level 3 inputs used by the Company are derived and evaluated as follows:
Additions 63.45
As at March 31, 2023 63.45 • Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market
Unrealised fair value (gains) / losses recognized in statement of profit and loss related to assets and assessments of the time value of money and the risk specific to the asset.
liabilities held at the end of the reporting period:
• Risk adjustments specific to the counter parties (including assumptions about credit default rates) are derived from credit
March 31, 2023 - risk grading determined by the Company’s internal credit risk management group.
March 31, 2022 -
• Volatility used for option pricing model is based on historical volatility of comparable companies.
Fair Values of assets and liabilities carried at amortized costs are as follows: • Contingent consideration – estimated based on expected cash outflows arising from the forecasted sales and the entities;
March 31, 2023 March 31, 2022 knowledge of the business and how the current economic environment is likely to impact it.
Fair value
Particulars
hierarchy Carrying Value Fair Value Carrying Value Fair Value
20. Provisions
Financial assets:
Investments Level 2 351.46 355.80 348.61 379.47 March 31, 2023 March 31, 2022
Particulars
Trade receivables 6,863.07 6,863.07 5,072.09 5,072.09 Non-current Current Non-current Current
Cash and cash equivalents 1,002.49 1,002.49 1,303.00 1,303.00 Provision for employee benefits (refer note 27):
Other bank balances 536.43 536.43 283.98 283.98 Gratuity 813.45 103.70 786.90 62.71
Loans Level 2 141.21 143.34 234.59 259.24 Compensated absences - 73.80 - 63.56
Other financial assets 3,267.18 3,267.18 2,721.12 2,721.12 Total 813.45 177.50 786.90 126.27
Total financial assets 12,161.84 12,168.31 9,963.39 10,018.90
Financial liabilities: 21. Other liabilities
Trade payables 224.18 224.18 130.34 130.34
Particulars March 31, 2023 March 31, 2022
Borrowings – floating rate 6,617.41 6,617.41 3,598.65 3,598.65
Other non-current liabilities - -
Borrowings – fixed rate Level 2 991.94 941.96 2,799.66 2,794.88
Other current liabilities
Lease liabilities 495.45 495.45 490.43 490.43
Statutory dues payable 1,200.46 1,077.67
Other financial liabilities 3,235.49 3,235.49 2,532.31 2,532.31
Unearned Income (refer note 23) 0.72 9.17
Total financial liabilities 11,564.47 11,514.49 9,551.39 9,546.61
Total other current liabilities 1,201.18 1,086.84
The Company has assessed that the fair value of cash and cash equivalents, trade receivables, other financial assets, trade Total other liabilities 1,201.18 1,086.84
payables, bank overdrafts, lease liabilities and other financial liabilities approximate their carrying amounts largely due to
the short-term maturities of these instruments. 22. Government grants
The fair value of investments, loans given and fixed rate borrowings are calculated based on fixed cash flows discounted Particulars March 31, 2023 March 31, 2022
using weighted average cost of debt as on balance sheet date and accordingly classified under level 2 fair values in the fair As at the beginning of the year - -
value hierarchy due to the use of significant observable inputs. Received during the year - 13.25
Released to the statement of profit and loss - (13.25)
Valuation inputs and relationships to fair value As at the end of the year - -
The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair Current - -
value measurements: Non-current - -

Fair value as at Significant The Company is availing of benefits under a government scheme - Pradhan Mantri Rojgar Protsahan Yojana (PMRPY)
Particulars unobservable Sensitivity
March 31, 2023 March 31, 2022 inputs
wherein the Central Government is paying the employer's contribution towards Employee Pension Scheme/Provident Fund
in respect of new employees joined till March 31, 2019 meeting specified criteria. The grant is paid by the Government
Unquoted investments 63.45 - Cost Management has considered cost to be
approximating to fair value of such investments. on a monthly basis in the first three years of employment of eligible new employees on fulfilment of certain conditions.
Accordingly, such Government Grant is taken to profit or loss when the conditions are met.

212 SIS Limited Annual Report 2022-23 213


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

23. Revenue from operations 24. Other income


Particulars March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022
Sale of products (traded goods) Interest income* 174.13 126.28
Revenue from sale of electronic security devices 165.36 206.79 Dividend income from subsidiaries 520.13 504.94
Total (A) 165.36 206.79 Total 694.26 631.22
Rendering of services
*Includes interest income on income tax refund
Security services
 From guarding and other security services 38,886.70 32,245.66
25. Other gain/(loss)
Other services
 From training fees 122.25 95.41 Particulars March 31, 2023 March 31, 2022

Total rendering of services 39,008.95 32,341.07 Net gain/(loss) on sale of property, plant and equipment* (1.00) 2.08
Other operating revenues* 674.41 630.61 Foreign exchange gain/(loss) (1.33) 0.83
Total (B) 39,683.36 32,971.68 Other items 0.43 0.04
Revenue from operations (A+B) 39,848.72 33,178.47 Total (1.90) 2.95

*Includes revenue from the sale of uniforms to employees. * Includes gain/(loss) on derecognition of Right of use assets

Disaggregate revenue information 26. Changes in inventory


The following table presents the disaggregated revenue from contracts with customers. Particulars March 31, 2023 March 31, 2022
Inventory at the beginning of the year 147.20 182.05
Particulars March 31, 2023 March 31, 2022
Inventory at the end of the year 150.57 147.20
Revenue by time of recognition
Changes in inventory - (increase)/decrease (3.37) 34.85
At a point in time (sale of equipments) 165.36 206.79
Over the period of time 39,683.36 32,971.68
27. Employee Cost
Total 39,848.72 33,178.47
(a) Employee benefits expense include:
Contract balances: Particulars March 31, 2023 March 31, 2022
The following table provides information about unbilled revenue and unearned income from contract with customers: Salaries, wages and bonus 31,512.45 26,457.66
Contribution to provident and other funds 3,424.35 2,946.94
March 31, 2023 March 31, 2022
Government grants (Note 22) - (13.25)
Particulars Unbilled Unearned Unbilled Unearned
revenue Income revenue Income Employee share-based payment expense 78.47 112.47

Opening balance 2,186.59 9.17 1,951.52 17.63 Gratuity expense 234.50 182.59

Revenue recognized that was included in unearned income at - (9.17) - (17.63) Leave compensation 10.77 (9.11)
the beginning of the year Staff welfare expenses 41.48 127.50
Increase due to cash received, excluding amounts recognized - 0.72 - 9.17 Total 35,302.02 29,804.80
as revenue during the year
Transfers from unbilled revenue, recognized at the beginning (2,186.59) - (1,951.52) - (b) Unfunded Scheme – Leave obligations
of the year, to receivables
Leave obligations cover the Company’s liability for sick and earned leave.
Increase due to revenue recognized during the year, excluding 2,561.39 - 2,186.59 -
amounts billed during the year The provision for leave obligations is presented as current, since the Company does not have an unconditional right to defer
Closing balance 2,561.39 0.72 2,186.59 9.17 settlement of any of these obligations. However, based on past experience, the Company does not expect all employees to
take the full amount of accrued leave within the next 12 months. The following amount reflects leave that is not expected to
Cost to obtain or fulfil a contract with a customer: be taken within the next 12 months:
Particulars March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022
Opening balance 9.17 17.63 Current leave obligation not expected to be settled within next 12 months 55.32 48.90
Costs incurred and deferred 0.72 9.17
Less: Cost amortized (9.17) (17.63)
Closing balance 0.72 9.17

214 SIS Limited Annual Report 2022-23 215


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

27. Employee Cost (Contd.) 27. Employee Cost (Contd.)


Unfunded Schemes: Change in present value of defined benefit obligation is summarized below:
Particulars March 31, 2023 March 31, 2022 Reconciliation of opening and closing balances of Defined Benefit Obligation March 31, 2023 March 31, 2022
Present value of unfunded obligations 73.80 63.56 Defined benefit obligation at the beginning of year 1,017.69 818.12
Expenses to be recognized in the statement of profit and loss 10.77 (9.11) Current service cost 191.06 154.39
Discount rate (per annum) 7.20% 5.30% Past service cost - -
Salary escalation rate (per annum) 8.00% 8.00% Interest cost 47.82 33.25
Remeasurements (85.86) 68.03
The liability for earned and sick leave is recognized and measured at the present value of the estimated future cash flows
to be made in respect of all employees at the reporting date. In determining the present value of the liability, attrition rates Benefits paid (78.32) (56.70)
and pay increases through promotion and inflation have been taken into account. Liabilities assumed/(settled) - 0.60
Defined benefit obligation at the end of year 1,092.39 1,017.69
(c) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to provident fund for employees at the Reconciliation of fair value of Plan Assets:
rate of 12% of the salary (subject to a limit of H 15,000 salary per month) as per regulations. The contributions are made Reconciliation of opening and closing balances of fair value of plan assets March 31, 2023 March 31, 2022
to a statutory provident fund administered by the Government. The obligation of the Company is limited to the amount
Fair value of plan assets at the beginning of the year 168.08 175.03
contributed and it has no further contractual or constructive obligations in this regard.
Interest income 4.38 5.05
Further, contributions are made in respect of Employees’ State Insurance Scheme, for specified employees, at the rate of Remeasurements 5.12 (12.00)
3.25% of the gross pay as per regulations. The contributions are towards medical benefits provided by the Government to Contribution by employer 75.98 56.70
the employees. The contributions are made to employees’ state insurance authorities administered by the Government. Benefits paid (78.32) (56.70)
The obligation of the Company is limited to the amount contributed and it has no further contractual or constructive Fair value of plan assets at the closing of the year 175.24 168.08
obligations in this regard.

Contributions to provident fund and employees’ state insurance scheme are recognized as an expense as they become Reconciliation of fair value of Assets and Obligations:
payable which coincides with the period during which relevant employee services are received. Prepaid contributions are Reconciliation of fair value of assets and obligations March 31, 2023 March 31, 2022
recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
Fair value of plan assets 175.24 168.08
Particulars March 31, 2023 March 31, 2022 Present value of obligation (1,092.39) (1,017.69)

Expense recognized during the period towards defined contribution plans 3,424.35 2,946.94 Asset/(liability) recognized in balance Sheet (917.15) (849.61)

The present value of defined benefit obligation relates to active employees only.
(d) Defined benefits plans
The Company has no legal obligation to settle the deficit in the funded plans with an immediate contribution or additional
In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees,
one-off contributions. The Company intends to continue to contribute to the defined benefit plans to achieve a target level
at retirement or termination of employment based on the last drawn salary, years of employment with the Company subject
of funding to be maintained over a period of time based on estimations of expected gratuity payments.
to completion of five years of service and other conditions. The gratuity plan is a partly funded plan and the Company makes
contributions to a fund administered and operated by a reputed insurance company. The Company does not fully fund the liability The principal assumptions used in determining gratuity and post-employment benefit obligations for the Company’s plans
and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments. are shown below:
The Company has invested the 100% plan assets in the funds managed by insurance companies. Principal Assumptions:
The following tables summarizes the components of net benefit expense recognized in the statement of profit or loss and Principal actuarial assumptions March 31, 2023 March 31, 2022
the funded status and amounts recognized in the balance sheet for the respective plans: Discount rate 7.20% 5.30%

Expenditure to be recognized during the year: Future salary increase


– Non-billing/indirect employees 8.00% 8.00%
Particulars March 31, 2023 March 31, 2022
– Billing/direct employees 7.00% 7.00%
Current service cost 191.06 154.39 Attrition rate
Past service cost - - Billing employees
Interest cost 43.44 28.20
– Age from 21-30 years 39.00% 39.00%
Total amount recognized in profit or loss 234.50 182.59
– 31 & above 28.00% 28.00%
Remeasurements
Return on plan assets, excluding amounts included in interest income (5.12) 12.00 Non billing employees
Loss/(gain) from changes in financial assumptions (81.99) 25.66 – Age from 21-30 years 27.00% 27.00%
Loss/(gain) from changes in demographic assumptions - - – 31-40 16.00% 16.00%
Experience loss/(gain) (0.80) 42.97 – 41-50 12.00% 12.00%
Total loss/(gain) recognized in other comprehensive income (87.91) 80.63 – 51 & above 16.00% 16.00%

216 SIS Limited Annual Report 2022-23 217


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

27. Employee Cost (Contd.) 28. Share-based payments


A quantitative sensitivity analysis for significant assumption is as shown below: The Company has two Employee Stock Option plans namely ESOP 2008 and ESOP 2016.
Assumptions March 31, 2023 March 31, 2022
ESOP 2008 (pre share sub-division effect)
Discount rate
(a) Under ESOP 2008, the Company has granted 59,000 options, 30,000 Options, 30,500 Options, 3,500 options and 2,096
0.5% increase (1.86%) (2.05%)
options in the financial year ended 2008, 2011, 2014, 2015 and 2016, respectively. All such granted options, have been
0.5% decrease 1.94% 2.13%
either exercised or lapsed in accordance with the terms of the respective plan.
Future salary increases
0.5% increase 1.87% 2.02% (b) All options under ESOP 2008 will now be governed by the terms of ESOP 2016 except in respect of vesting and exercise
0.5% decrease (1.82%) (1.96%) which will still be governed by the terms mentioned in the respective grant letters.

The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice, (c) The Options issued under ESOP 2008 will be adjusted for the bonus issue of ten equity shares for every equity share
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of held as on September 20, 2016, as and when such options are exercised.
the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit
obligation calculated with the projected credit unit method at the end of the reporting period) has been applied as when ESOP 2016 (post share sub-division effect)
calculating the defined benefit liability recognized in the balance sheet. (a) Under ESOP 2016, the Company has granted 2,432,000 options, 64,830 options, 21,000 options in the financial year
2016, 2018 and 2019, respectively. All such options granted, have been either exercised or lapsed in accordance with
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the
the terms of the respective plan as on March 31, 2023.
previous year.
(b) During the year ended March 31, 2022, the Company issued a further 1,421,973 options to eligible employees which will
Risk Exposure vest over next four financial years and be eligible for exercise, subject to certain conditions, after June 01, 2025. Out of
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are such options:
market volatility, changes in inflation, changes in interest rates, rising longevity, changing economic environment and i. 116,486 options have been forfeited/lapsed till March 31, 2023.
regulatory changes.
ii. 11,199 options have been exercised uptil March 31, 2023.
The Company has selected a suitable insurer to manage the funds in such a manner as to ensure that the investment
positions are managed with an asset- liability matching framework that has been developed to achieve investments which iii. 258,858 options have been vested and not exercised/exercisable as on March 31, 2023.
are in line with the obligations under the employee benefit plans. Within this framework, the asset-liability matching objective (c) During the year ended March 31, 2023, the Company issued a further 35,700 options to eligible employees which will
is to match assets to the obligations by investing in securities to match the benefit payments as they fall due. vest over next three financial years and be eligible for exercise, subject to certain conditions, after June 01, 2025. Out
The insurer, on behalf of the Company, actively monitors how the duration and the expected yield of the investments of such options:
are matching the expected cash outflows arising from employee benefit obligations. The Company has not changed the i. 1,800 options have been forfeited/lapsed on account of the respective employees no longer in employment.
processes used to manage its risks from previous periods. Investments are well diversified, such that failure of any single
investment should not have a material impact on the overall level of assets. ii. No options have been vested and not exercised/exercisable as on March 31, 2023.

Options granted under the aforesaid plans carry no dividend or voting rights.
Defined benefit liability and employer contributions
The weighted average duration of the post-employment benefit plan obligations and expected maturity analysis of Movements during the year (post share sub-division effect)
undiscounted gratuity benefits is as follows: Year ended March 31, 2022
Particulars March 31, 2023 March 31, 2022 ESOP 2016
The weighted average duration of the post-employment benefit plan obligations (in years) 3.80 4.06 Particulars ESOPs granted in Total
Expected contribution to the fund during next year 60.00 60.00 2016-17 2017-18 2018-19 2021-22 2022-23
Outstanding stock options as on April 01, 2021 673,864 19,470 3,000 - - 696,334
Maturity profile: March 31, 2023 March 31, 2022 Exercise Price H 5/- H 5/- H 5/- H 5/- H 5/-
Less than a year 278.92 230.78 Options granted during the year - - - 1,421,973 - 1,421,973
Between 1-2 years 231.54 200.75 Options exercised during the year* 537,340 5,790 3,000 1,343 - 547,473
Between 2-5 years 482.97 421.81 Options forfeited/lapsed during the year 5,480 - - 60,514 - 65,994
Over 5 years 511.43 454.03 Outstanding stock options as at March 31, 2022 131,044 13,680 - 1,360,116 - 1,504,840
Total 1,504.86 1,307.37 Excercisable stock options as at March 31, 2022 131,044 13,680 - 100 - 144,824

(e) The Code on Wages, 2019 and the Code on Social Security, 2020 have been notified through Gazette of India after
assent of Hon’ble President of India which govern, and are likely to impact, the contributions by the Company towards
certain employee’s benefits. Notification of the rules of these codes are pending. The effective date of implementation
of these Codes has not yet been notified and the Company will assess the impact of these codes as and when they
come into effect and will provide for the appropriate impact in its financial statements in the period in which, the Code
becomes effective.

218 SIS Limited Annual Report 2022-23 219


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

28. Share-based payments (Contd.) 28. Share-based payments (Contd.)


Year ended March 31, 2023 In respect of options granted by the Company prior to listing of its shares on stock exchanges, the market value of shares
was determined on the basis of valuation carried out by a SEBI registered merchant banker. The valuation was carried out
ESOP 2016
using a combination of Market Approach (by using market multiples of comparable listed companies) and Cost Approach.
Particulars ESOPs granted in Total
2016-17 2017-18 2018-19 2021-22 2022-23 Total expenses arising from share-based payment transactions recognized in profit or loss as part of employee benefit
Outstanding stock options as on April 01, 2022 131,044 13,680 - 1,360,116 - 1,504,840 expense were as follows:
Exercise Price H 5/- H 5/- H 5/- H 5/- H 5/- H 5/- Particulars March 31, 2023 March 31, 2022
Options granted during the year - - - - 35,700 35,700 Employee stock option plan 78.47 112.47
Options exercised during the year* 129,400 13,680 - 9,856 - 152,936 Total employee share-based payment expense 78.47 112.47
Options forfeited/lapsed during the year 1,644 - - 55,972 1,800 59,416
The Company has issued/granted share options to employees of its certain subsidiaries for which cost of H 57.07 Million
Outstanding stock options as at March 31, 2023 - - - 1,294,288 33,900 1,328,188
(March 31, 2022: H 90.99 Million) is charged to respective subsidiary and reimbursed to the Company.
Excercisable stock options as at March 31, 2023 - - - - - -

* The weighted average share price at the date of exercise of options during the year ended March 31, 2023 was H 458.09 (March 31, 2022: H 422.40). 29. Finance costs
There were no cancellations or modifications to the awards in March 31, 2023 or March 31, 2022. Particulars March 31, 2023 March 31, 2022
Interest expenses 589.87 465.24
Stock options outstanding at the end of the year have the following details (post share sub-division effect):
Interest on lease liability 62.43 58.49
Stock options Stock options Other finance costs* 18.15 37.07
Grant Vesting Expiry Exercise Fair value
Grant Tranche
date date date price (J) @ (J)
outstanding outstanding Total 670.45 560.80
March 31, 2023 March 31, 2022
* Includes commitment charges, loan processing charges, guarantee charges, loan facilitation charges, other ancillary costs incurred in connection
Plan II (ESOP 2016): Grant I I 01-Aug-16 01-Aug-17 01-Aug-22 5.00 95.41 - 4,078 with borrowings other than finance costs that do not meet the definition of transaction costs.
Plan II (ESOP 2016): Grant I II 01-Aug-16 01-Aug-18 01-Aug-22 5.00 95.41 - 8,156
Plan II (ESOP 2016): Grant I III 01-Aug-16 01-Aug-19 01-Aug-22 5.00 95.41 - 19,356 30. Depreciation and amortization expenses
Plan II (ESOP 2016): Grant I IV 01-Aug-16 01-Aug-20 01-Aug-22 5.00 95.41 - 99,454
Particulars March 31, 2023 March 31, 2022
Plan II (ESOP 2016): Grant II I 03-Jan-18 03-Jan-19 01-Aug-22 5.00 561.09 - 4,104
Depreciation on property, plant and equipment (Note 4) 524.23 367.90
Plan II (ESOP 2016): Grant II II 03-Jan-18 03-Jan-20 01-Aug-22 5.00 561.09 - 4,104
Amortization of intangible assets (Note 5) 18.38 10.70
Plan II (ESOP 2016): Grant II III 03-Jan-18 01-Aug-20 01-Aug-22 5.00 561.09 - 5,472
Total 542.61 378.60
Plan II (ESOP 2016): Grant V I 20-Apr-21 01-Jun-22 01-Jun-27 5.00 357.19 258,858 272,023
Plan II (ESOP 2016): Grant V II 20-Apr-21 01-Jun-23 01-Jun-27 5.00 357.19 258,858 272,023 31. Other expenses
Plan II (ESOP 2016): Grant V III 20-Apr-21 01-Jun-24 01-Jun-27 5.00 357.19 388,286 408,035
Particulars March 31, 2023 March 31, 2022
Plan II (ESOP 2016): Grant V IV 20-Apr-21 01-Jun-25 01-Jun-27 5.00 357.19 388,286 408,035
Plan II (ESOP 2016): Grant V I 20-Oct-22 21-Oct-23 01-Jun-27 5.00 411.65 11,299 - Training expenses 56.51 32.75
Uniform and kit items 58.28 75.12
Plan II (ESOP 2016): Grant V II 20-Oct-22 01-Jun-24 01-Jun-27 5.00 411.65 11,299 -
Recruitment incentive expenses - 16.27
Plan II (ESOP 2016): Grant V III 20-Oct-22 01-Jun-25 01-Jun-27 5.00 411.65 11,302 -
Selling expenses 32.95 8.19
Total 1,328,188 1,504,840 Travelling and conveyance 324.76 173.83
@
For pre-bonus issue options, additional shares on account of bonus adjustment are issued without cost to the employee. Postage and telephone 20.00 17.21
Stationary and printing 26.89 26.11
Fair value of options granted Rent * 277.00 216.02
Rates & taxes 22.58 40.36
The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the Insurance 170.71 104.06
term of the option, the market price being the latest available closing price prior to the date of the grant and expected price Repairs and maintenance:
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option as – Buildings 3.07 0.94
detailed below: – Machinery 30.13 10.49
– Others 116.94 49.69
Average life of the Risk-free
Grant date Volatility Market price (J) *
options (in Years) interest rate
Dividend yield Vehicle hire charges 101.54 81.73
Payments to auditors (Refer details below) 4.26 2.30
01-Aug-16 29.18% 107.96 5.00 7.10% 1.75%
Legal and professional fees 133.71 127.38
03-Jan-18 30.94% 568.93 2.58 6.91% 0.25% Allowance for expected credit loss 209.17 97.33
20-Apr-21 46.02% 360.95 5.12 5.55% 0.00% Expense towards corporate social responsibility 7.26 13.22
20-Oct-22 39.02% 415.60 3.62 7.39% 0.00% Other direct operating cost 394.74 124.21
Other administration and general expenses 256.27 266.00
* Post bonus adjustment of ten equity shares for every one equity share held, wherever required.
Total 2,246.77 1,483.21

* Rent expenses pertained to short-term leases and low value assets.

220 SIS Limited Annual Report 2022-23 221


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

31. Other expenses (Contd.) 33. Distributions made and proposed


Payment to Auditors Particulars March 31, 2023 March 31, 2022

Particulars March 31, 2023 March 31, 2022 Cash dividends on equity shares declared and paid:
As auditor: Final dividend @ H Nil per share (March 31, 2022: H Nil per share) - -
Audit fee (including fees for limited review) 3.45 1.90 Dividend distribution tax on proposed dividend - -
In other capacity:
Other services (certification fees)* 0.81 0.40 Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognized as a
Total payment to auditors 4.26 2.30 liability (including DDT thereon) as at the reporting date.

* Includes reimbursement of expenses. 34. Commitments and contingencies


(a) Capital commitment
Details of CSR expenditure
Particulars March 31, 2023 March 31, 2022
Particulars March 31, 2023 March 31, 2022
Estimated amount of contracts remaining to be executed on capital account (net of capital 0.11 20.14
(a) Gross amount required to be spent by the Company during the year 19.56 17.71 advances) and not provided for
(b) Amount spent during the year:
(i) Construction/acquisition of any asset - -
(b) Contingent liabilities
(ii) On purposes other than (i) above 11.70 13.22
(c) The excess/(shortfall) amount at the end of the year over and above the amount (7.86) (4.49) Particulars March 31, 2023 March 31, 2022
required to be spent by the Company during the year
Claims against the Company not acknowledged as debt:
(d) Total previous years excess/(shortfall) adjusted during the year 7.86 4.49
– Litigation matters with respect to direct taxes 262.40 53.67
(e) The excess/ (shortfall) amount at the end of the year (including excess/ (shortfall) of 4.43 12.29
previous years) – Litigation matters with respect indirect taxes 102.29 102.29
(f) The nature of CSR activities undertaken by the Company Other money for which the Company is contingently liable 9.65 7.70
(i) Promoting education to children including primary, secondary and university education, 9.00 4.62 Total 374.34 163.66
building schools, colleges and training institutions including provision for full time residential
institutions and full student sponsorship, promoting and sponsoring girl education at all The Company records a liability when it is both probable that a loss has been incurred and the amount can be reasonably
levels, women education and self-employment training, other educational projects estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews
(ii) Local community health check camps, building hospitals, clinics, diagnostic centres and 1.20 6.90 these provisions periodically and adjusts these provisions accordingly to reflect the impact of negotiations, settlements,
associated infrastructure, blood donation camps and other specific ailment camps.
rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable range of
(iii) Protection of national heritage 1.00 1.50
(iv) Promotion of sports, culture and research activities - 0.20
reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business,
(v) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, 0.50 - financial position, results of the Company, or cash flows with respect to loss contingencies for legal and other contingencies
animal welfare, agroforestry, conservation of natural resources and maintaining quality of as at March 31, 2023.
soil, air and water including contribution to the Clean Ganga Fund set-up by the Central
Government for rejuvenation of river Ganga. Disputed claims against the Company, including claims raised by the tax authorities and which are pending in appeal /
(g) Contribution to related parties in relation to CSR activities 3.50 - court and for which no reliable estimate can be made of the amount of the obligation, are not provided for in the accounts.
However, the present obligation, if any, as a result of past events with a possibility of outflow of resources, when reliably
32. Earnings per share (EPS) estimable, is recognized in the accounts as an expense as and when such obligation crystallizes.

A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity
35. Events occurring after the balance sheet date
share is set out below:
There were no significant events that occurred after the Balance Sheet date.
Particulars March 31, 2023 March 31, 2022

Profit attributable to equity holders of the Company: 36. Operating segment


Continuing operations 1,901.30 1,339.01 Particulars March 31, 2023 March 31, 2022
Profit attributable to equity holders of the Company for basic earnings 1,901.30 1,339.01
Revenue from operations 39,848.72 33,178.47
Profit attributable to equity holders of the Company adjusted for the effect of dilution 1,901.30 1,339.01
Weighted average number of equity shares for basic EPS (Numbers) 146,537,510 147,150,940 Earning before interest, tax, depreciation and amortization (EBITDA)* 1,869.82 1,460.75
Effect of dilution: *Excluding other income and other gain/(loss).
Stock options (Numbers) 1,312,489 1,488,450
Weighted average number of equity shares adjusted for the effect of dilution 147,849,999 148,639,390 The Company is required to disclose segment information based on the ‘management approach’ as defined in Ind AS 108-
Nominal value of equity shares (H) 5.00 5.00 Operating Segments, which in how the Chief Operating Decision Maker (CODM) evaluates the Company’s performance and
Earnings per share allocates resources based on the analysis of the various performance indicators. In the case of the Company, the CODM
– Basic (H) 12.97 9.10 reviews the results of the Company as a whole as the Company is primarily engaged in the business of rendering security
– Diluted (H) 12.86 9.01 services in India. Accordingly, the Company is a single CGU, hence single segment Company. The information as required
under Ind AS 108 is available directly from the financial statements, hence no separate disclosures have been made.

222 SIS Limited Annual Report 2022-23 223


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

37. Business combinations and acquisition of non-controlling interests 38. Interests in other entities (Contd.)
Acquisitions during the year ended March 31, 2023
Principal Ownership interest
Ownership interest
(a) Acquisition of additional interest in Terminix SIS India Private Limited (‘Terminix’) place of held by the Group
held by the non-
Name business and Principal activities controlling interest
During the year ended March 31, 2023, the Company acquired entire remaining shareholding of 49.99% in Terminix, country of March March March March
subsidiary of the Company, for an aggregate consideration of H 7.77 Million which resulted in Terminix becoming a incorporation 31, 2023 31, 2022 31, 2023 31, 2022
wholly-owned subsidiary of the Company.
15. ONE SIS Solutions Private Limited India Providing Security Services, facility 100.00% 100.00% 0.00% 0.00%
management, pest control, alarm
Acquisitions during the year ended March 31, 2022 monitoring and response services
(a) Acquisition of additional interest in Uniq Security Solutions Private Limited (‘Uniq’) 16. SIS Security International Holdings Singapore$$ Holding company for international 100.00% 100.00% 0.00% 0.00%
Pte. Ltd. (formerly known as SIS operations
Effective February 01, 2019, the Company has acquired 51% of the outstanding equity shares of Uniq for an aggregate International Holdings Limited)
consideration of H 515.00 Million. In addition, the share purchase agreement provides for acquisition of 100% of the 17. SIS Security Asia Pacific Holdings Pte. Singapore$$ Holding company for international 100.00% 100.00% 0.00% 0.00%
outstanding equity shares, by September 2020, in one or more tranches, and at a price to be determined according to Limited (formerly known as SIS Asia operations
Pacific Holdings Limited)
a pre-agreed valuation formula.
18. SIS Australia Holdings Pty. Ltd. Australia Holding company for Australia 100.00% 100.00% 0.00% 0.00%
During the year ended March 31, 2022, the Company acquired entire remaining shareholding of 49% in Uniq, Subsidiary 19. SIS Australia Group Pty. Ltd. Australia Holding company 100.00% 100.00% 0.00% 0.00%
of the Company, for an aggregate consideration of H 510 Million which resulted in Uniq becoming a wholly-owned 20. SIS Group International Holdings Pty. Australia Holding company 100.00% 100.00% 0.00% 0.00%
subsidiary of the Company. Ltd.
21. MSS Strategic Medical and Rescue Pty. Australia Provision of paramedic and 100.00% 100.00% 0.00% 0.00%
Ltd. emergency response services
38. Interests in other entities
22. SIS MSS Security Holdings Pty. Ltd. Australia Holding company 100.00% 100.00% 0.00% 0.00%
Information about subsidiaries 23. MSS Security Pty. Ltd. Australia Provision of services relating to all 100.00% 100.00% 0.00% 0.00%
aspects of physical security
Principal Ownership interest
Ownership interest 24. Australian Security Connections Pty. Australia Provision of services relating to all 100.00% 100.00% 0.00% 0.00%
place of held by the non-
held by the Group Ltd. aspects of physical security
Name business and Principal activities controlling interest
country of March March March March
25. MSS AJG Pty Ltd .# Australia Provision of services relating to all 0.00% 100.00% 0.00% 0.00%
incorporation 31, 2023 31, 2022 31, 2023 31, 2022 aspects of physical security
26. Southern Cross Protection Pty. Ltd. Australia Loss prevention, asset protection 100.00% 100.00% 0.00% 0.00%
1. Service Master Clean Limited * India Providing facility management 100.00% 100.00% 0.00% 0.00%
and security services
services
27. Askara Pty. Ltd. *** Australia Loss prevention, asset protection 100.00% 100.00% 0.00% 0.00%
2. Tech SIS Limited India Trading and installation of 100.00% 100.00% 0.00% 0.00% and security services
electronic security devices and
28. Charter Security Protective Services Australia Loss prevention, asset protection 100.00% 100.00% 0.00% 0.00%
systems
Pty. Ltd. *** and security services
3. Terminix SIS India Private Limited India Pest Control Management Services 100.00% 50.01% 0.00% 49.99%
29. Platform 4 Group Limited New Zealand Guard services, patrols and 100.00% 100.00% 0.00% 0.00%
4. Dusters Total Solutions Services India Providing facility management 100.00% 100.00% 0.00% 0.00% monitoring services and event
Private Limited services services
5. SIS Business Support Services and India Rendering business support 100.00% 100.00% 0.00% 0.00% 30. Triton Security Services Limited New Zealand Alarm Monitoring and Response 100.00% 100.00% 0.00% 0.00%
Solutions Private Limited services including guarding, parking Services
services, pest control services
31. The Alarm Center Limited # New Zealand Alarm Monitoring and Response 0.00% 100.00% 0.00% 0.00%
6. SIS Synergistic Adjacencies Ventures India Rendering security and related 100.00% 100.00% 0.00% 0.00% Services
Private Limited (formerly known services in areas of manned
32. SIS Henderson Holdings Pte. Ltd. Singapore Holding company 100.00% 100.00% 0.00% 0.00%
as SISCO Security Services Private guarding
Limited) 33. Henderson Security Services Pte. Ltd. Singapore Manned Guarding Services 100.00% 100.00% 0.00% 0.00%
7. SLV Security Services Private Limited India Providing manned guarding, 100.00% $
0.00% $ 34. Henderson Technologies Pte. Ltd. Singapore Building a building mechanical & 100.00% 100.00% 0.00% 0.00%
facilities management and business electrical services
process outsourcing 35. Safety Direct Solutions Pty. Ltd. Australia Provision of emergency services 85.00% 0.00% 15.00% 0.00%
8. Rare Hospitality and Services Private India Providing facility management 100.00% 100.00% 0.00% 0.00% personnel, industrial safety, fire
Limited services rescue and medical training
9. Uniq Security Solutions Private Limited India Providing Security Services 100.00% 100.00% 0.00% 0.00% 36. Safety Direct Solutions Pty. Ltd. NZ New Zealand Provision of emergency services 85.00% 0.00% 15.00% 0.00%
10. Uniq Detective and Security Services India Providing Security Services 100.00% 100.00% 0.00% 0.00% personnel, industrial safety, fire
(AP) Pvt. Ltd. ** rescue and medical training
11. Uniq Detective and Security Services India Providing Security Services 100.00% 100.00% 0.00% 0.00% * 41% ownership interest is held through SIS Group International Holdings Pty. Ltd., Australia, a step-down subsidiary of the Company.
(Tamilnadu) Private Limited **
** Wholly-owned subsidiaries of Uniq Security Solutions Private Limited
12. Uniq Facility Services Private Limited** India Providing facility management 100.00% 100.00% 0.00% 0.00%
*** Wholly-owned subsidiaries of Southern Cross Protection Pty. Limited.
services
13. SIS Alarm Monitoring and Response India Alarm Monitoring and Response 100.00% 100.00% 0.00% 0.00%
#
Companies have been deregistered during the year ended March 31, 2023.
Services Private Limited Services $
During the year ended March 31, 2021, the Company has fulfilled its obligations of making the payment of all tranches through the escrow
14. ADIS Enterprises Private Limited India Providing facility management 100.00% 100.00% 0.00% 0.00% mechanism for acquisition of 100% of the share capital of SLV.
services $$
The place of business for SIS Security International Holdings Pte. Limited (formerly known as SIS International Holdings Limited) and SIS
Security Asia Pacific Holdings Pte. Limited (formerly known as SIS Asia Pacific Holdings Limited) has been changed from British Virgin Islands
(BVI) and Malta respectively, during the year ended March 31, 2022.

224 SIS Limited Annual Report 2022-23 225


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

38. Interests in other entities (Contd.) 39. Related party transactions (Contd.)
Joint ventures in which the Company is a joint venturer The following table provides the total amount of transactions that have been entered into with related parties for the
The Joint Ventures considered in the preparation of the financial statements are: relevant financial year.

Enterprises owned
Principal place Ownership interest held
or significantly
of business by the Group
influenced
Name and country of Principal activities by group of
incorporation March 31, 2023 March 31, 2022 Key management
individuals or
Subsidiaries Joint Ventures personnel and Total
1. SIS Cash Services Private India Cash-in-transit, ATM cash replenishment activities and 49.00% 49.00% their relatives
Particulars their relatives
who have control
Limited secure transportation of precious items and bullion or significant
2. SIS Prosegur Holdings India Cash-in-transit, ATM cash replenishment activities and 49.00% 49.00% influence over the
Company
Private Limited * secure transportation of precious items and bullion
March March March March March March March March March March
3. SIS Prosegur Cash Logistics India Cash-in-transit, ATM cash replenishment activities and 49.00% 49.00%
31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022
Private Limited ** secure transportation of precious items and bullion
Purchase of property, plant and equipment 89.23 97.89 - - - - 3.27 - 92.50 97.89
4. Habitat Security Pty. Ltd. Australia Provision of services relating to all aspects of physical 49.00% 49.00%
security Purchase of goods/receiving of services/expenses 363.38 322.10 1.42 0.50 - - 7.50 - 372.30 322.60
reimbursed to related parties
* Wholly-owned subsidiary of SIS Cash Services Private Limited. Sale of goods/rendering of services/expenses 373.56 218.17 14.89 14.13 - - 117.79 78.67 506.24 310.97
** Wholly-owned subsidiary of SIS Prosegur Holdings Private Limited. reimbursed by related party
Loans given 31.96 - - - - - - - 31.96 -
Repayment of loans given 125.34 - - - - - - - 125.34 -
39. Related party transactions
Interest expense on bonds/debentures/loans 60.00 60.00 - - - - - - 60.00 60.00
Note 38 above provides information about the Company’s structure. Interest income on bonds or debentures or loans 44.01 44.89 19.25 19.25 - - - 0.72 63.26 64.86
Dividend income 520.13 504.94 - - - - - - 520.13 504.94
Name of related parties Salary & remuneration paid *# - - - - 86.80 71.25 - - 86.80 71.25
Rent paid - - - - 17.16 16.56 79.06 73.10 96.22 89.66
Enterprises owned or significantly
influenced by group of individuals or their Contribution to CSR Expenditure - - - - - - 3.50 - 3.50 -
Key Management Personnel and their relatives Joint Venture entities
relatives who have control or significant
influence over the Company * Post-employment benefits/other long-term employee benefits are actuarially determined for the Company as a whole and hence not separately
provided. Compensation towards share-based payments are being disclosed in the year of exercise of options.
Mr. Ravindra Kishore Sinha (Chairman) SIS Cash Services Private Limited Saksham Bharat Skills Limited
#
Includes sitting fees and commission paid.
Mr. Rituraj Kishore Sinha (Managing Director) SIS Prosegur Holdings Private Limited Security Skills Council India Limited
Mr. Uday Singh (Appointed as Independent director SIS Prosegur Cash Logistics Private SIS Group Enterprises Limited
and ceased to be non-executive director w.e.f., Limited
Balances outstanding at end of the year
July 26, 2022) Enterprises owned
Mr. Arvind Kumar Prasad (Director – Finance) Habitat Security Pty. Ltd. Sunrays Overseas Private Limited or significantly
influenced
Mrs. Rita Kishore Sinha – Non-Executive Director Vardan Overseas Private Limited by group of
Key management
individuals or
Mr. Amrendra Prasad Verma – Independent Director SIS Asset Management Limited Subsidiaries Joint Ventures personnel and Total
their relatives
(retired w.e.f., September 24, 2022) Particulars their relatives
who have control
Mr. T C A Ranganathan – Independent Director Lotus Learning Private Limited or significant
influence over the
Mr. Devdas Apte – Independent Director (retired The Indian Public School Educational Company
w.e.f., September 24, 2022) Foundation Society March March March March March March March March March March
Mr. Rajan Krishnanath Medhekar – Independent International Institute of Security & Safety 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022
Director (retired w.e.f., September 24, 2022) Management Trade payables/other payables 45.83 18.25 0.11 - - - 1.46 19.73 47.40 37.99
Ms. Renu Mattoo – Independent Director (retired Annapurna S.P, Sinha Welfare Activities & Trade receivables/other receivables 192.25 118.01 52.13 94.58 - - 64.60 70.75 308.98 283.34
w.e.f., January 28, 2023) Social Awareness Reforms Charitable Trust Loans and advances to related party 141.21 234.59 - - - - - - 141.21 234.59
Mr. Rajan Verma – Independent Director (appointed RSYA Dhanbad Auto Private Limited Bonds, debentures and notes issued 748.04 747.43 - - - - - - 748.04 747.43
w.e.f., July 28, 2021)
Investment in bonds/debentures 176.46 173.61 175.00 175.00 - - - - 351.46 348.61
Mr. Upendra Kumar Sinha – Independent Director
(appointed w.e.f., June 29, 2022)
Terms and conditions of transactions with related parties
Ms. Rivoli Sinha – Non-Executive Director (appointed
w.e.f., November 02, 2022) Transactions relating to dividends paid, subscription for new equity shares were on the same terms and conditions that
Mr. Sunil Srivastav – Independent director applied to other shareholders.
Mr. Brajesh Kumar (Chief Financial Officer – India) The sales to, and purchases from, related parties are made on normal commercial terms and conditions and at market rates.
Mr. Devesh Desai (Chief Financial Officer) Outstanding balances at the year-end are unsecured and carry interest equivalent to the market rate, where specified, in
Ms. Pushpalatha Katkuri (Company Secretary) terms of the transactions, and settlement occurs in cash. For the year ended March 31, 2023, the Company has not recorded
any impairment of receivables relating to amounts owed by related parties (March 31, 2022: H Nil). This assessment is
undertaken each financial year through examining the financial position of the related party and the market in which the
related party operates.

226 SIS Limited Annual Report 2022-23 227


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

39. Related party transactions (Contd.) 40. Financial risk management


Information regarding significant transactions: The Company’s principal financial liabilities, comprise loans and borrowings, trade and other payables, and financial
guarantee contracts. The main purpose of these financial liabilities is to finance the Company’s operations and to provide
S.
Particulars Relationship March 31, 2023 March 31, 2022 guarantees to support the financing of the operations of its subsidiaries, joint ventures and associates. The Company’s
No.

a) Purchase of property, plant and equipment


principal financial assets include trade and other receivables, cash and cash equivalents that derive directly from its
Tech SIS Limited Subsidiary 38.16 75.34 operations, loans, security and other deposits.
SIS Alarm Monitoring and Response Service Private Limited Subsidiary 51.07 22.55 The Company’s operations expose it to market risk, credit risk and liquidity risk. The Company’s focus is to reduce volatility
b) Purchase of goods/ receiving of services/ expenses reimbursed to
in financial statements while maintaining balance between providing predictability in the Company’s business plan along
related parties
Tech SIS Limited Subsidiary 84.18 216.66 with reasonable participation in market movement. It is the Company’s policy that no trading in derivatives for speculative
Service Master Clean Limited Subsidiary 87.86 57.79 purposes may be undertaken.
Duster Total Solution Services Private Limited Subsidiary 62.03 30.04
SLV Security Services Private Limited Subsidiary 122.19 8.56 Market risk
c) Sale of goods/ rendering of services/ expenses reimbursed by related
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
parties
Duster Total Solution Services Private Limited Subsidiary 166.72 105.20
market prices. Market risk mainly comprises currency risk and interest rate risk. Financial instruments affected by market
Service Master Clean Limited Subsidiary 54.23 37.23 risk include loans and borrowings, loans and deposits given, FVTOCI investments and derivative financial instruments.
Rare Hospitality and Services Private Limited Subsidiary 16.32 20.90
Uniq Security Solutions Private Limited Subsidiary 21.70 19.72 Foreign currency risk
Security Skills Council India Limited Others* 115.17 78.67 Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
d) Loans given
foreign exchange rates which arises from assets and liabilities denominated in currencies other than the functional currency
Tech SIS Limited Subsidiary 31.96 -
of the respective entities and foreign currency revenue and cash flows. The Company’s exposure to the risk of changes
e) Repayment of loans given
Service Masters Clean Limited Subsidiary 125.34 - in foreign currency exchange rates relates primarily to the Company’s operating activities (when revenue or expense is
f) Interest expense on bonds/ debenture/ loans received denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries. The Company has limited
SIS Australia Group Pty. Ltd. Subsidiary 60.00 60.00 foreign currency transactions and has limited exposure to foreign currency assets and liabilities resulting in the foreign
g) Interest income on bonds/ debentures/ loans given currency risk being low.
Service Master Clean Limited Subsidiary 25.16 26.09
SIS Alarm Monitoring and Response Service Pvt. Ltd. Subsidiary 13.20 13.20 The exchange rate between the Indian Rupee and foreign currencies has fluctuated in recent years and may continue to do
SIS Cash Services Private Limited Joint Ventures 19.25 19.25 so in the future. Consequently, the results of the Company’s operations may be affected as the Indian Rupee appreciates/
h) Dividend income depreciates against these currencies.
SIS Australia Group Pty. Limited Subsidiary 31.11 30.11
The Company’s exposure to foreign currency risk at the end of the reporting period expressed in H are as follows:
SIS Security International Holdings Pte. Ltd. Subsidiary 489.02 474.83
i) Salary & remuneration
Particulars Financial assets Financial liabilities
Ravindra Kishore Sinha KMP ** 22.71 22.82
Devesh Desai KMP ** 14.94 12.31 As at March 31, 2023
Rituraj Kishore Sinha KMP ** 9.69 9.69 SGD 4.45 -
Arvind Kumar Prasad KMP ** 5.68 5.44 AUD 50.49 6.90
Brajesh Kumar# KMP ** 11.52 7.39 Net exposure to foreign currency risk as at March 31, 2023 54.94 6.90
Pushpalatha Katkuri KMP ** 4.45 3.76 As at March 31, 2022
Director sitting fees KMP ** 12.00 9.84
SGD 2.42 -
j) Rent paid
SIS Asset Management Limited Others* 58.38 53.36 AUD 7.81 10.79
Net exposure to foreign currency risk as at March 31, 2022 10.23 10.79
* Others represents Enterprises owned or significantly influenced by group of individuals or their relatives who have control or significant
influence over the Company.
Sensitivity
** Key Management personnel and their relatives.
Includes an amount of H 2.86 Million towards share-based payments for the options exercised during the year.
# The sensitivity of profit or loss to change in the exchange rates arises mainly from foreign exchange denominated financial
instruments are as follows:
The details of loans and advances as required by Schedule V of SEBI (Listing Obligation and Disclosure
requirements) regulation, 2015 are given in the table below: Impact on profit after tax
Particulars
March 31, 2023 March 31, 2022
March 31, 2023 March 31, 2022
Sensitivity
Particulars Maximum amount Maximum amount
Outstanding outstanding Outstanding outstanding Increase by 5% (2.40) 0.03
balance during the year balance during the year
Decrease by 5% 2.40 (0.03)
Service Masters Clean Limited 91.90 91.90 217.24 217.24
Tech SIS Limited 49.31 49.31 17.35 17.35
Total 141.21 141.21 234.59 234.59

228 SIS Limited Annual Report 2022-23 229


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

40. Financial risk management (Contd.) 40. Financial risk management (Contd.)
Interest rate risk Liquidity risk
Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. Interest Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities.
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market The Company consistently generates sufficient cash flows from operations and has access to multiple sources of funding to
interest rates. meet its financial obligations and maintain adequate liquidity for use.

The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows: The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank
overdrafts, bank loans, debentures, shareholder equity, and finance leases.
Particulars March 31, 2023 March 31, 2022
Variable rate borrowings: The below table summarizes the Company’s long-term debt that will mature in less than one year based on the carrying
– Loan repayable on demand 4,415.09 3,288.46 value of borrowings reflected in the financial statements.
– Loans 2,202.32 310.19
Particulars March 31, 2023 March 31, 2022
Fixed rate borrowings
Company’s long-term debt 3,194.26 3,109.85
– Bonds/Debentures - 1,894.32
Company’s long-term debt that will mature in less than one year from reporting period 289.73 2,098.77
– Vehicle loan 243.74 157.76
9.07% 67.49%
– Others 748.20 747.58
Total 7,609.35 6,398.31 The Company has assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The
Company has access to a sufficient variety of sources of funding and significant portion of short-term debt maturing within
The Company’s fixed rate borrowings are carried at amortized cost. They are, therefore, not subject to interest rate risk
12 months can be rolled over with existing lenders. The Company believes that it has sufficient working capital and cash
as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in
accruals to meet its business requirements and other obligations.
market interest rates.
The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual
Profit or loss is sensitive to higher/lower interest expense from variable rate borrowings as a result of changes in interest rates.
undiscounted payments.
Particulars March 31, 2023 March 31, 2022

Interest rates - increase by 25 basis points * 16.54 9.00


Year ended March 31, 2023
Interest rates - decrease by 25 basis points * (16.54) (9.00) Less than 3 to 12 1 to 5
Particulars On demand > 5 years Total
3 months months years
*Holding all other variables constant.
Borrowings 4,415.09 151.65 414.76 3,324.06 3.25 8,308.81
Lease liabilities - 38.26 112.23 518.13 75.38 744.00
Credit risk Other financial liabilities - 3,197.04 - - - 3,197.04
Credit risk arises from the possibility that counterparties may not be able to settle their obligations as agreed resulting in Trade payables - 224.18 - - - 224.18
a financial loss. The primary exposure to credit risk arises from Trade receivables and Unbilled revenue (refer note 11 & 7 Financial guarantee contracts - 1.99 2.33 1.34 - 5.66
respectively). These are unsecured and are managed by the Company through a system of periodically assessing the financial
reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad Year ended March 31, 2022
debts and ageing of accounts receivables. No single customer accounted for more than 10% of the accounts receivable as
Less than 3 to 12 1 to 5
of March 31, 2023 and March 31, 2022, respectively and revenues for the year ended March 31, 2023 and March 31, 2022, Particulars On demand > 5 years Total
3 months months years
respectively. There is no significant concentration of credit risk. The Company uses the expected credit loss (‘ECL’) method Borrowings 3,288.46 53.45 2,051.06 1,011.94 3.11 6,408.02
to assess the loss allowance for Trade receivables and Unbilled revenue taking into account primarily the historical trends Lease liabilities - 32.71 98.15 575.52 69.73 776.11
and analysis of bad debts. The Company does not expect any credit risk or impairment in respect of amounts lent to its Other financial liabilities - 2,500.74 - - - 2,500.74
subsidiaries, associates and joint ventures, if any. Trade payables - 130.34 - - - 130.34
Financial guarantee contracts - 0.16 0.48 5.87 - 6.51
The credit risk for financial assets other than bank balances and trade receivables are considered low.
As a matter of policy, the Company does not carry out any hedging activities.
Significant estimates and judgments
There have been no default in servicing borrowings and/ or breaches in loan covenants.
Impairment of financial assets
The impairment provision for financial assets disclosed above are based on assumptions about risk of default and The company has the following financial assets which are subject to the impairment requirements of Ind AS 109. On
expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment assessment of the future cash flows arising from these assets, the Company believes that there is no provision required to
calculation, based on the Company’s past history and existing market conditions. The Company estimates loss arising on be made for impairment losses on these assets.
trade receivables as a percentage of sales based on past trends and such loss is directly debited to revenue instead of
Particulars March 31, 2023 March 31, 2022
creating a provision for impairment of receivables.
Financial Assets:
Investments 351.46 348.61
Financial instruments and cash deposits
Loans 141.21 234.59
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in Other financial assets 3,267.18 2,721.12
accordance with the Company’s policy. Surplus funds are invested in bank fixed deposits or used to temporarily reduce the Total 3,759.85 3,304.32
balance of cash credit accounts to optimize interest costs.

230 SIS Limited Annual Report 2022-23 231


Leadership Position. Burgeoning Market. Standalone / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

40. Financial risk management (Contd.) 41. Additional capital disclosures (Contd.)
Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the The Board, at its meeting dated May 03, 2023, has not proposed final dividend for the year ended March 31, 2023
statement of cash flows: (March 31, 2022: H Nil per share).
Year ended March 31, 2023 The Board of Directors at its meeting held on September 21, 2016 had approved the issue of bonus shares in the proportion
As at Finance/ As at of 10:1, i.e., 10 (ten) equity shares of H 10 each for every 1 (one) fully paid-up equity share held as on September 15, 2016
Balance sheet caption Cash flow
April 01, 2022 Transaction cost March 31, 2023 pursuant to resolution passed by the shareholders on July 27, 2016. The Company has not issued any bonus shares out of
Borrowings * 3,109.85 78.12 6.29 3,194.26 capitalization of its revaluation reserves or unrealized profits.
Interest accrued 25.06 (593.94) 601.67 32.79
42. Additional regulatory information
Year ended March 31, 2022 (A) Financial ratios:
As at Finance/ As at
Balance sheet caption Cash flow Ratio Numerator Denominator March 31, 2023 March 31, 2022
April 01, 2021 Transaction cost March 31, 2022
Borrowings * 4,525.18 (1,413.71) (1.62) 3,109.85 Current ratio Current asset Current liabilities 1.28 1.03
Interest accrued 198.14 (677.01) 503.93 25.06 Debt-equity ratio Total debt Shareholders’ equity 0.80 0.77
Debt service coverage ratio1 Earning before interest and taxes# Debt service* 1.52 0.42
* Excluding borrowings considered as cash and cash equivalents for the purpose of statement of cash flows. Return on equity ratio2 Net profits after taxes Average shareholders’ equity 21.33% 16.25%
Trade receivables turnover ratio Revenue from operations Average trade receivables 6.68 6.96
41. Additional capital disclosures Inventory turnover ratio Cost of goods sold Average inventory 2.89 2.61
Trade payables turnover ratio2 Cost of goods sold Average trade payables 2.43 4.08
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium, all other
Net capital turnover ratio2 Revenue from operations Working capital 27.02 18.40
equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital Net profit ratio Net profits after taxes Revenue from operations 4.77% 4.04%
management is to maximize shareholder value and support its strategies and operating requirements. The key objective Return on capital employed Earning before interest and taxes Average Capital employed** 9.02% 8.46%
of the Company’s capital management is to ensure that it maintains a stable capital structure with a focus on total equity Return on investment The Company has not invested in other than investments in - -
to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company subsidiaries and associates, hence Return on Investment ratio
determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. has not been disclosed
The funding requirements for the Company’s operations are generally met through operating cash flows generated and #
Excluding other income and other gain/(loss).
supplemented by long-term and working capital borrowings from banks. * Debt service = Interest expense + Current maturities of long-term debt
The Company’s objectives when managing capital are to: ** Capital employed = Total equity + Net debt
Notes to Financial Ratios
(a) safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and 1
Primarily due to H 1,900 Million for NCD payment as current maturity of long-term debts in March 2022 which has been repaid during March
benefits for other stakeholders, and 2023.
(b) Maintain an optimal capital structure to optimize the cost of capital.
2
Primarily on account of business growth in terms of revenue, profit and working capital management.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the (B) Relationship with Struck off Companies:
requirements of the financial covenants to which it is subject. To maintain or adjust the capital structure, the Company may Relationship with Nature of
Name of Struck off Companies March 31, 2023 March 31, 2022
adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors struck off companies transactions
capital using a ratio, which is Net Debt divided by EBITDA. The Company defines Net Debt as borrowings and lease liabilities Companies with outstanding balance
less cash and cash equivalents including bank balances and deposits irrespective of their duration/maturity. Customers Receivables Bateshwarnath Construction and Developers (Opc) Private 1.44 -
Limited; Brij Packaging; Knorr-Bremse India Private Limited;
Particulars March 31, 2023 March 31, 2022 MGF Developers Private Limited; Orient Micro Abrasive
Limited; K M Memorial Hospital and Research Centre Private
Borrowings (Note 15) 7,609.35 6,398.31
Limited
Lease liabilities (Note 16) 495.45 490.43
Companies with Nil outstanding balance
Cash and cash equivalents (Note 12), other bank balances and deposits (including margin money) (1,707.04) (1,685.91)
Customers Receivables Nirmal Industries Ltd. - -
Net Debt 6,397.76 5,202.83
EBITDA 1,869.82 1,460.75
Net debt to EBITDA ratio 3.42 3.56
(C) The disclosures required under Division II of Schedule III have been given to the extent applicable to the Company.

As per our report of even date


In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it
simultaneously meets financial covenants attached to its borrowings. Breaches in meeting the financial covenants would For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Chartered Accountants
permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any
(Firm’s Registration No. 000756N)
borrowing in the current period.
Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
Dividends (Partner) Chairman Managing Director Director – Finance
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)
The Company declares and pays dividends in Indian Rupees. According to the Companies Act, 2013 any dividend should be
declared only out of accumulated distributable profits. A company may, before the declaration of any dividend, transfer a Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri
Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary
percentage of its profits for that financial year, as it may consider appropriate, to the reserves.

232 SIS Limited Annual Report 2022-23 233


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Independent Auditor’s Report

To The Members of SIS Limited (formerly known as generally accepted in India, of the consolidated state of Key Audit Matter Auditor’s Response
‘Security and Intelligence Services (India) Limited’) affairs of the Group as at March 31, 2023, of consolidated Further, the contractual terms also underpin the measurement and • We obtained and read customer contracts and confirmed our
profit & total comprehensive income, consolidated changes recognition of revenue and profit. The Holding Company is therefore understanding of the Holding Company’s sales process from
Report on the Audit of the Consolidated Financial in equity and its consolidated cash flows for the year ended required to make operational and financial assumptions & various initiation to collection of receivables, including the design
Statements on that date. judgements. and implementation of controls and tested the operating
effectiveness of these controls.
The nature of the Services provided by the Holding Company also
Opinion Basis for Opinion gives rise to a significant amount of work which is recorded as • We read and understood the Holding Company’s accounting
accrued/unbilled income with corresponding profit recognition. policy for the recognition of revenue as per Ind AS 115.
We have audited the accompanying consolidated financial We conducted our audit of the consolidated financial Accrued/unbilled income as on March 31, 2023, aggregated to
statements of SIS Limited (formerly known as ‘Security • We requested independent balance confirmations from the
statements in accordance with the Standards on Auditing H 2,561.39 Million.
and Intelligence Services (India) Limited’) (the “Holding Holding Company’s customers on a sample basis.
(“SAs”) specified under section 143(10) of the Act. Our
Company”), its subsidiaries (the Holding company and its responsibilities under those Standards are further described • 
Tested a sample of accrued unbilled income balance with
subsidiaries/step down subsidiaries together referred to supporting documentation which includes attendance records,
in the Auditor’s Responsibilities for the Audit of the customer acceptance, reviewing customer correspondence
as the “Group”) which comprise the Consolidated Balance Consolidated Financial Statements section of our report. We where necessary and ensuring cut-off had been appropriately
Sheet as at March 31, 2023, and the Consolidated Statement are independent of the Group in accordance with the Code applied.
of Profit and Loss (including Other Comprehensive Income), of Ethics issued by the Institute of Chartered Accountants Uncertain tax positions and deferred tax assets Audit Procedures
the Consolidated Statement of Changes in Equity and the of India (“ICAI”) together with the ethical requirements The Holding Company operates in a complex tax environment and is Our audit procedures in relation to the recognition of Uncertain tax
Consolidated Statement of Cash Flows for the year ended that are relevant to our audit of the consolidated financial subject to a range of tax risks during the normal course of business. position and deferred tax assets/liabilities included, but were not
on that date and notes to the financial statements, including statements under the provisions of the Act and the Rules Where the amount of tax payable is uncertain, the Holding Company limited to the following:
a summary of significant accounting policies and other establishes provisions based on management’s judgment of the
made thereunder, and we have fulfilled our other ethical • Discussion with the management on the development of tax
probable amount of the future tax liability. The Holding Company has
explanatory information (hereinafter referred to as the responsibilities in accordance with these requirements litigations during the year ended March 31, 2023.
material certain tax positions including matters under disputes which
“consolidated financial statements”). and the ICAI’s Code of Ethics. We believe that the audit involves significant judgement to determine the possible outcome of • Verification that the accounting and/or disclosures as the
evidence obtained by us is sufficient and appropriate to these disputes. case may be in the standalone financial statements is by the
In our opinion and to the best of our information and
provide a basis for our audit opinion on the consolidated assessment of management/ tax practitioners.
according to the explanations given to us and based on In addition, the Holding Company has recognized H 1,689.83 Million of
financial statements. deferred tax assets on March 31, 2023. The recognition of deferred tax • Obtaining a representation letter from the management on the
the consideration of reports of other auditors on separate
assets involves judgment by management regarding the likelihood of assessment of those matters as per SA 580 (revised) - written
financial statements and on the other financial information the realization of these assets. The expectation that these assets will representations.
of the subsidiaries, the aforesaid consolidated financial Key Audit Matters be realized is dependent on a number of factors, including whether
there will be sufficient taxable profits in future periods to support the • Evaluated the design and tested the operating effectiveness
statements give the information required by the Companies Key audit matters are those matters that, in our professional
utilization of these assets. of key controls implemented by the Holding Company over
Act, 2013 (“the Act”) in the manner so required and give a judgment, were of most significance in our audit of the recognition of deferred tax assets based on the assessment
true and fair view in conformity with the Indian Accounting consolidated financial statements of the current period. For details:- Refer to Note No 8 to the Standalone Financial Statements. of the Holding Company’s ability to generate sufficient taxable
Standards prescribed under section 133 of the Act read These matters were addressed in the context of our audit profits in the foreseeable future allowing the use of deferred tax
assets.
with the Companies (Indian Accounting Standards) Rules, of the consolidated financial statements as a whole, and
2015, as amended (“Ind AS”) and other accounting principles in forming our opinion thereon, and we do not provide a • Tested the arithmetical accuracy of the calculations performed
by the management.
separate opinion on these matters.
• Evaluated management’s assessment for adjustment of such
We have determined the matters described below to be the key audit matters to be communicated in our report. deferred tax assets as per provisions of the Income-tax Act, 1961
and appropriateness of the accounting treatment with respect
to the recognition of deferred tax assets as per requirements of
Key Audit Matter Auditor’s Response
Ind AS 12, Income Taxes.
Accuracy of recognition, measurement, presentation & Audit Procedures
disclosures of revenue • Evaluated the appropriateness of the disclosures made in the
Our audit procedures on recognition, measurement, presentation financial statements in respect of deferred tax assets.
The Holding Company’s revenue for the financial year ending March & disclosures of revenue included but not limited to the following:
Impairment Testing of Goodwill & Other Acquisition related Audit Procedures
31, 2023, is H 39,848.72 Million. A significant proportion of the Holding
• We performed testing of revenue transactions to confirm the intangible Assets
Company’s revenue is derived from contracts with customer which Our audit procedures in relation to the Impairment Testing of
transactions had been appropriately recorded in the statement
consist of the rendering of services. Goodwill and other acquisition related intangible assets, including Goodwill & Other Acquisition related intangible Assets included, but
of profit & loss and verified the satisfaction of performance
customer relationships, customer contracts comprise a significant were not limited to the following:
Revenue towards satisfaction of a performance obligation is measured obligation to recognise revenue by analysing the contract and
portion in the consolidated balance sheet as on March 31, 2023.
at the amount of transaction price (net of variable consideration) terms of the sale and determining whether the management has • Evaluation of process followed in identification of cash generating
The Group annually reviews/ identifies Cash generating unit (CGU)
allocated to that performance obligation. appropriately identified the separate performance obligations, unit ( CGU);
and performs a test to assess the value of goodwill. The Holding
where relevant; compared the terms with the revenue recorded
Revenue is recognized when the Holding Company has completed its Company has defined process for impairment testing which involves • Obtain the impairment testing models based on forecasts and
by management to determine whether the Holding Company’s
performance obligations under the contracts and/ or the control is preparation of impairment testing model based on business plan & assumptions;
revenue recognition policies had been properly applied and
transferred to the customer. assumptions Other acquisition related intangible assets are subject
has been appropriately measured; and testing management‘s • Evaluation of the assumptions and date used in the model;
to depreciations/amortization according to plan. For these assets, an
Revenue is recognized in a manner that depicts the transfer of calculations.
impairment test is performed if there is any indicator for the same. • Evaluation of the methodology used in impairment testing;
goods and/ or services to customers at an amount that reflects the
• We tested the effectiveness of controls relating to contract
consideration the Holding Company expects to be entitled to in • Evaluation of Assessment that the accounting and disclosures
monitoring, billings and approvals and related IT controls used to
exchange for those goods or services. provided in the financial statements are correct based on the
generate the information. The basis for the evaluation of internal
control has been Holding Company’s internal control framework impairment test performed.
for financial reporting. The testing of controls and amounts has
been performed on a sample basis.

234 SIS Limited Annual Report 2022-23 235


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Independent Auditor’s Report (Contd.)

Information Other than the Financial Statements error, which have been used for the purpose of preparation • Evaluate the appropriateness of accounting policies used We also provide those charged with governance with a
and Auditor’s Report Thereon of the consolidated financial statements by the Directors of and the reasonableness of accounting estimates and statement that we have complied with relevant ethical
The Holding Company’s Board of Directors is responsible for the Company, as aforesaid. related disclosures made by the management. requirements regarding independence, and to communicate
the preparation of the other information. The other information with them all relationships and other matters that may
In preparing the consolidated financial statements, the • Conclude on the appropriateness of management’s use of
comprises the information included in the Management reasonably be thought to bear on our independence, and
respective Boards of Directors of the companies included in the going concern basis of accounting and, based on the
Discussion and Analysis, Board’s Report including Annexures where applicable, related safeguards.
the Group and its joint ventures are responsible for assessing audit evidence obtained, whether a material uncertainty
to Board’s Report, Business Responsibility Report, Corporate the ability of the respective entities to continue as a going exists related to events or conditions that may cast From the matters communicated with those charged with
Governance and Shareholder’s Information, but does not concern, disclosing, as applicable, matters related to going significant doubt on the ability of the Group and its joint governance, we determine those matters that were of
include the consolidated financial statements, standalone concern and using the going concern basis of accounting ventures to continue as a going concern. most significance in the audit of the consolidated financial
financial statements and our auditor’s report thereon. The unless the respective Boards of Directors either intend to statements of the current period and are therefore the key
Annual Report is expected to be made available to us after If we conclude that a material uncertainty exists, we are
liquidate their respective entities or to cease operations, or audit matters. We describe these matters in our auditor’s
the date of this auditor’s report. required to draw attention in our auditor’s report to the
have no realistic alternative but to do so. report unless law or regulation precludes public disclosure
related disclosures in the consolidated financial statements
Our opinion on the consolidated financial statements does about the matter or when, in extremely rare circumstances,
The respective Boards of Directors of the companies included or, if such disclosures are inadequate, to modify our opinion.
not cover the other information and we do not express any we determine that a matter should not be communicated
in the Group and its joint ventures are also responsible for Our conclusions are based on the audit evidence obtained
form of assurance conclusion thereon. in our report because the adverse consequences of doing
overseeing the financial reporting process of the Group and up to the date of our auditor’s report. However, future events
so would reasonably be expected to outweigh the public
In connection with our audit of the consolidated financial its joint ventures. or conditions may cause the Group and its joint ventures to
interest benefits of such communication.
statements, our responsibility is to read the other cease to continue as a going concern.
information, consider whether the other information is Auditor’s Responsibilities for the Audit of the
• Evaluate the overall presentation, structure and content Other Matters
materially inconsistent with the consolidated financial Consolidated Financial Statements
of the consolidated financial statements, including the We did not audit the financial statements/financial
statements or our knowledge obtained during the course of Our objectives are to obtain reasonable assurance about disclosures, and whether the consolidated financial information of 34 subsidiaries/step down subsidiaries,
our audit or otherwise appears to be materially misstated. whether the consolidated financial statements as a whole statements represent the underlying transactions and whose financial statements/financial information reflect
are free from material misstatement, whether due to fraud events in a manner that achieves fair presentation.
When we read the other information identified above, if we total assets of H 38,538.05 Million as at March 31, 2023,
or error, and to issue an auditor’s report that includes our
conclude that there is a material misstatement therein, we • Obtain sufficient appropriate audit evidence regarding total revenues of H 74,642.19 Million, total net profit after
opinion. Reasonable assurance is a high level of assurance,
are required to communicate the matter to those charged the financial information of the entities within the Group tax of H 2,171.05 Million and total comprehensive income of
but is not a guarantee that an audit conducted in accordance
with governance. and its joint ventures to express an opinion on the H 2,456.63 Million and net cash outflow of H 630.63 Million,
with SAs will always detect a material misstatement when it
consolidated financial statements. We are responsible for for the year ended on that date, as considered in the
exists. Misstatements can arise from fraud or error and are
Responsibilities of Management and Those the direction, supervision and performance of the audit Consolidated Financial Statements.
considered material if, individually or in the aggregate, they
Charged with Governance for the Consolidated of the financial statements of the company included in
could reasonably be expected to influence the economic The Statement also includes the Group’s share of net profit/
Financial Statements the consolidated financial statements of which we are
decisions of users taken on the basis of these consolidated (loss) after tax of H 102.13 Million and total comprehensive
The Holding Company’s Board of Directors is responsible financial statements. the independent auditors. For the other entities included income/(loss) of H 104.70 Million for the year ended March
for the matters stated in section 134(5) of the Act with in the consolidated financial statements, which have 31, 2023, as considered in the Statement, in respect of 4
respect to the preparation and presentation of these As part of an audit in accordance with SAs, we exercise been audited by other auditors, such other auditors jointly controlled entities, whose financial results have not
consolidated financial statements that give a true and fair professional judgment and maintain professional scepticism remain responsible for the direction, supervision and been audited by us.
view of the consolidated financial position, consolidated throughout the audit. We also: performance of the audits carried out by them. We
financial performance including other comprehensive remain solely responsible for our audit opinion. These financial statements have been audited by their
• Identify and assess the risks of material misstatement
income, consolidated changes in equity and consolidated respective independent auditors, whose reports have been
of the consolidated financial statements, whether due Materiality is the magnitude of misstatements in the
cash flows of the Group and its joint ventures in accordance furnished to us by the management and our opinion on
to fraud or error, design and perform audit procedures consolidated financial statements that, individually or in
with the Ind AS and other accounting principles generally the Statement, in so far as it relates to the amounts and
responsive to those risks, and obtain audit evidence that aggregate, makes it probable that the economic decisions
accepted in India. The respective Boards of Directors of disclosures included in respect of these subsidiaries/step
is sufficient and appropriate to provide a basis for our of a reasonably knowledgeable user of the consolidated
the companies included in the Group and its joint venture down subsidiaries, and joint ventures is based solely on the
opinion. The risk of not detecting a material misstatement financial statements may be influenced. We consider
are responsible for maintenance of adequate accounting reports of such auditors.
resulting from fraud is higher than for one resulting from quantitative materiality and qualitative factors in (i) planning
records in accordance with the provisions of the Act for error, as fraud may involve collusion, forgery, intentional The financial results of 2 foreign subsidiaries (including one step
the scope of our audit work and in evaluating the results
safeguarding the assets of the Group and for preventing omissions, misrepresentations, or the override of down subsidiary) whose financial results reflect total assets of
of our work; and (ii) to evaluate the effect of any identified
and detecting frauds and other irregularities; selection internal control. H 440.75 Million, revenues of H 993.48 Million, total net profit/
misstatements in the consolidated financial statements.
and application of appropriate accounting policies; making (loss) after tax of H 993.48 Million and total comprehensive
judgments and estimates that are reasonable and prudent; • Obtain an understanding of internal financial control We communicate with those charged with governance of income/(loss) of H 993.48 Million for the year ended March 31,
and design, implementation and maintenance of adequate relevant to the audit in order to design audit procedures the Holding Company and such other entities included in 2023, and cash inflow (net) of H 0.02 Million for the year ended
internal financial controls, that were operating effectively for that are appropriate in the circumstances. Under section the consolidated financial statements of which we are the March 31, 2023, included in the Statement which have been
ensuring the accuracy and completeness of the accounting 143(3)(i) of the Act, we are also responsible for expressing independent auditors regarding, among other matters, the prepared by the management of respective subsidiaries/ step
records, relevant to the preparation and presentation of the our opinion on whether the Company and its subsidiary planned scope and timing of the audit and significant audit down subsidiaries and furnished to us by the management. In
financial statements that give a true and fair view and are companies which are companies incorporated in India, findings, including any significant deficiencies in internal our opinion and according to the information and explanations
free from material misstatement, whether due to fraud or has adequate internal financial controls system in place control that we identify during our audit. given to us by the Management, these financial statements/
and the operating effectiveness of such controls.
information are not material to the Group.

236 SIS Limited Annual Report 2022-23 237


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Independent Auditor’s Report (Contd.)

The Statement includes the comparative financial information Statement of Cash Flows dealt with by this Report (ii) 
The Group did not have any long-term by or on behalf of the Funding Party
for the year ended March 31, 2022 which are based on the are in agreement with the relevant books of contracts including derivative contracts (“Ultimate Beneficiaries”) or provide any
previously issued consolidated financial statements of the account maintained for the purpose of preparation for which there were any material guarantee, security or the like on behalf
Group, prepared in accordance with the Indian Accounting of the consolidated financial statements. foreseeable losses; of the Ultimate Beneficiaries.
Standards specified under Section 133 of the Act read with
d. In our opinion, the aforesaid consolidated financial (iii) There were no amounts which were required (c) 
Based on the audit procedures that
relevant Rules issued there under, which were audited
statements comply with the Ind AS specified under to be transferred to the Investor Education have been considered reasonable
by predecessor auditor, whose report dated May 4, 2022
section 133 of the Act. and Protection Fund by the Holding Company and appropriate in the circumstances
expressed an unmodified opinion on those audited financial
and its subsidiary companies incorporated performed by us on the Company and
statements, have been furnished to us by the management e. 
On the basis of the written representations
in India. its subsidiaries which are companies
and which have been relied upon by us for the purpose of received from the directors of the Holding
incorporated in India whose financial
issuing the report on the consolidated financial statements. Company as on March 31, 2023 taken on record (iv) (a) 
The respective Managements of the
statements have been audited under
by the Board of Directors of the Holding Company Holding Company and its subsidiaries
Certain of these subsidiaries and jointly controlled entities are the Act, nothing has come to our notice
and the reports of the statutory auditors of its which are companies incorporated
located outside India whose financial statements have been that has caused us to believe that the
subsidiary companies, jointly controlled entities in India, whose financial statements
prepared in accordance with accounting principles generally representations under sub-clause
incorporated in India, none of the directors of have been audited under the Act, have
accepted in their respective countries and which have been (i) and (ii) of Rule 11(e), as provided
the Group companies including jointly controlled represented to us that, to the best of
audited by other auditors under generally accepted auditing under (a) and (b) above, contain any
entities incorporated in India is disqualified as on their knowledge and belief, no funds
standards applicable in their respective countries. The material misstatement.
March 31, 2023 from being appointed as a director (which are material either individually or
holding Company’s management has converted the financial
in terms of Section 164 (2) of the Act. in the aggregate) have been advanced (v) The Holding Company or its subsidiary companies
statements of such subsidiaries and jointly controlled
or loaned or invested (either from incorporated in India have not declared or paid any
entities from accounting principles generally accepted in f. 
With respect to the adequacy of the internal
borrowed funds or share premium or dividend during the year and has not proposed
their respective countries to accounting principles generally financial controls over financial reporting and
any other sources or kind of funds) by the final dividend for the year.
accepted in India. We have audited these conversion the operating effectiveness of such controls,
Company or any of such subsidiaries to
adjustments made by the Holding Company’s management. refer to our separate Report in “Annexure A” (vi) Proviso to Rule 3(1) of the Companies (Accounts)
or in any other person or entity, including
Our opinion in so far as it relates to the balances and affairs which is based on the auditors’ reports of the Rules, 2014 for maintaining books of account
foreign entity (“Intermediaries”), with
of such subsidiaries and jointly controlled entities is based on Holding Company and its subsidiary companies using accounting software which has a feature of
the understanding, whether recorded
the report of other auditors and the conversion adjustments incorporated in India, wherever applicable. Our recording audit trail (edit log) facility is applicable to
in writing or otherwise, that the
prepared by the Parent’s management and audited by us. report expresses an unmodified opinion on the the Holding Company or its subsidiary companies
Intermediary shall, directly or indirectly
adequacy and operating effectiveness of internal incorporated in India and with effect from April 1,
Our opinion on the consolidated Ind AS financial statements, lend or invest in other persons or entities
financial controls over financial reporting of 2023, and accordingly, reporting under Rule 11(g)
and our report on Other Legal and Regulatory Requirements identified in any manner whatsoever
those companies. of Companies (Audit and Auditors) Rules, 2014 is
below, is not modified in respect of the above matters with by or on behalf of the Company or
not applicable for the financial year ended March
respect to our reliance on the work done and the reports of g. With respect to the other matters to be included any of such subsidiaries (“Ultimate
31, 2023.
the other auditors and the financial statements certified by in the Auditor’s Report in accordance with the Beneficiaries”) or provide any guarantee,
the Management. requirements of section 197(16) of the Act, security or the like on behalf of the 2. With respect to the matters specified in paragraphs
as amended: Ultimate Beneficiaries. 3(xxi) and 4 of the Companies (Auditor’s Report)
Report on Other Legal and Regulatory Order, 2020 (the “Order”/“CARO”) issued by the Central
In our opinion and to the best of our information (b) 
The respective Managements of the
Requirements Government in terms of Section 143(11) of the Act, to
and according to the explanations given to us, the Holding Company and its subsidiaries
1. As required by Section 143(3) of the Act, based on our be included in the Auditor’s report, according to the
remuneration paid by the Holding Company, its which are companies incorporated
audit we report that: information and explanations given to us, and further
subsidiaries incorporated in India to its directors in India, whose financial statements
to the comments in “Annexure A” to Independent
a. We have sought and obtained all the information during the year is in accordance with the provisions have been audited under the Act, have
Auditor’s Report on Standalone Financial Statements
and explanations which to the best of our of section 197 of the Act. represented to us that, to the best of
issued by us and auditors of its subsidiaries included in
knowledge and belief were necessary for the their knowledge and belief, no funds
h. With respect to the other matters to be included the consolidated financial statements of the Company,
purposes of our audit of the aforesaid consolidated (which are material either individually or
in the Auditor’s Report in accordance with Rule 11 we report that there are no qualifications or adverse
financial statements. in the aggregate) have been received by
of the Companies (Audit and Auditors) Rules, 2014, remarks in these CARO reports.
the Company or any of such subsidiaries
b. In our opinion, proper books of account as required as amended in our opinion and to the best of our
from any person or entity, including For S S Kothari Mehta & Company
by law relating to preparation of the aforesaid information and according to the explanations
foreign entity (“Funding Parties”), with Chartered Accountants
consolidated financial statements have been given to us:
the understanding, whether recorded Firm’s Registration No. 000756N
kept so far as it appears from our examination of (i) The consolidated financial statements in writing or otherwise, that the
those books. disclose the impact of pending litigations Company or any of such subsidiaries
c. The Consolidated Balance Sheet, the Consolidated on the consolidated financial position of the shall, directly or indirectly, lend or Naveen Aggarwal
Statement of Profit and Loss including Other Group. (Refer Note 34 to the consolidated invest in other persons or entities Partner
Comprehensive Income, Consolidated Statement financial statements); identified in any manner whatsoever Place : New Delhi Membership No.094380
of Changes in Equity and the Consolidated Date : May 03, 2023 UDIN : 23094380BGUMYC6093

238 SIS Limited Annual Report 2022-23 239


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Annexure “A” to the Independent Auditor’s Report


(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to
the Members of SIS Limited (formerly known as ‘Security and Intelligence Services (India) Limited’) of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub-section 3 of Section
143 of the Companies Act, 2013 (the “Act”)

In conjunction with our audit of the consolidated financial controls. Those Standards and the Guidance Note require accounting principles, and that receipts and expenditures of changes in conditions, or that the degree of compliance
statements of the Company as of and for the year ended that we comply with ethical requirements and plan and of the company are being made only in accordance with with the policies or procedures may deteriorate.
March 31, 2023, we have audited the internal financial perform the audit to obtain reasonable assurance about authorisations of management and directors of the
controls over financial reporting of SIS Limited (formerly whether adequate internal control with reference to financial company; and (3) provide reasonable assurance regarding Opinion
known as ‘Security and Intelligence Services (India) Limited’) statements was established and maintained and if such prevention or timely detection of unauthorised acquisition, In our opinion and to the best of our information and
(hereinafter referred to as the “Company”) and its subsidiary controls operated effectively in all material respects. use, or disposition of the company’s assets that could have a according to the explanations given to us, the Company and
companies, which are companies incorporated in India, material effect on the financial statements. its subsidiary companies, which are companies incorporated
Our audit involves performing procedures to obtain audit
wherever applicable, as of that date. in India, wherever applicable, have, in all material respects, an
evidence about the adequacy of the internal financial
Inherent Limitations of Internal Financial Controls adequate internal financial controls system with reference to
controls system with reference to financial statements and
Management’s Responsibility for Internal with reference to the financial statements the financial statements and such internal financial controls
their operating effectiveness. Our audit of internal financial
Financial Controls Because of the inherent limitations of internal financial with reference to the financial statements were operating
controls with reference to financial statements included
The respective Boards of Directors of the Company and its obtaining an understanding of internal financial controls controls with reference to the financial statements, including effectively as at March 31, 2023, based on the criteria for
subsidiary companies, which are companies incorporated with reference to financial statements, assessing the risk that the possibility of collusion or improper management override internal financial control with reference to the financial
in India, are responsible for establishing and maintaining a material weakness exists, and testing and evaluating the of controls, material misstatements due to error or fraud statements established by the respective companies
internal financial controls based on the internal control with design and operating effectiveness of internal control based may occur and not be detected. Also, projections of any considering the essential components of internal control
reference to financial statements criteria established by the on the assessed risk. The procedures selected depend on evaluation of the internal financial controls with reference stated in the Guidance Note on Audit of Internal Financial
respective Companies considering the essential components the auditor’s judgement, including the assessment of the to the financial statements to future periods are subject to Controls Over Financial Reporting issued by the ICAI.
of internal control stated in the Guidance Note on Audit of risks of material misstatement of the financial statements, the risk that the internal financial control with reference to
Internal Financial Controls Over Financial Reporting issued whether due to fraud or error. the financial statements may become inadequate because
by the Institute of Chartered Accountants of India (the “ICAI”). For S S Kothari Mehta & Company
These responsibilities include the design, implementation We believe that the audit evidence we have obtained is Chartered Accountants
and maintenance of adequate internal financial controls sufficient and appropriate to provide a basis for our audit Firm’s Registration No. 000756N
that were operating effectively for ensuring the orderly and opinion on the internal financial controls system with
efficient conduct of its business, including adherence to reference to financial statements of the Company and its
the respective company’s policies, the safeguarding of its subsidiary companies, which are companies incorporated Naveen Aggarwal
assets, the prevention and detection of frauds and errors, in India. Partner
the accuracy and completeness of the accounting records, Place : New Delhi Membership No.094380
and the timely preparation of reliable financial information, Meaning of Internal Financial Controls with Date : May 03, 2023 UDIN : 23094380BGUMYC6093
as required under the Act. reference to the financial statements
A company’s internal financial control with reference to
Auditor’s Responsibility financial statements is a process designed to provide
Our responsibility is to express an opinion on the internal reasonable assurance regarding the reliability of financial
control with reference to financial statements of the reporting and the preparation of financial statements for
Company and its subsidiary companies, which are companies external purposes in accordance with generally accepted
incorporated in India, based on our audit. We conducted accounting principles. A company’s internal financial control
our audit in accordance with the Guidance Note on Audit with reference to financial statements includes those
of Internal Financial Controls Over Financial Reporting policies and procedures that (1) pertain to the maintenance
(the “Guidance Note”) issued by the Institute of Chartered of records that, in reasonable detail, accurately and fairly
Accountants of India (“ICAI”) and the Standards on Auditing, reflect the transactions and dispositions of the assets of the
prescribed under Section 143(10) of the Companies Act, company; (2) provide reasonable assurance that transactions
2013, to the extent applicable to an audit of internal financial are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted

240 SIS Limited Annual Report 2022-23 241


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Consolidated Balance Sheet Consolidated Statement of Profit and Loss


as at March 31, 2023 for the year ended March 31, 2023
All amounts in C Million, except per share data All amounts in C Million, except per share data

As at As at S. Year ended Year ended


Particulars Note No. Particulars Note No.
March 31, 2023 March 31, 2022 No. March 31, 2023 March 31, 2022
A ASSETS 1 Income
Non-current assets (a) Revenue from operations 23 113,457.80 100,590.76
Property, plant and equipment 4 3,105.88 2,791.81 (b) Other income 24 264.68 282.07
Capital work-in-progress 4 194.93 23.22 (c) Other gain/(loss) 25 62.74 244.72
Goodwill 5 11,395.11 11,646.63 Total income (a + b + c) 113,785.22 101,117.55
Other intangible assets 5 1,769.25 1,576.92
Intangible assets under development 5 217.46 211.39 2 Expenses
Investments in joint ventures 6 513.49 410.24 (a) Cost of materials consumed 26 583.38 398.50
Financial assets (b) Purchases of inventories 460.57 429.03
(i) Investments 6 366.27 549.82 (c) Changes in inventories 27 24.71 (31.32)
(ii) Other non-current financial assets 7 699.50 712.81 (d) Employee benefits expense 28 92,012.39 78,112.45
Deferred tax assets (net) 8 3,906.72 2,911.03 (e) Finance costs 29 1,148.91 983.67
Income tax assets (net) 8 2,498.51 2,395.03 (f) Depreciation and amortization expenses 30 1,346.81 1,115.51
Other non-current assets 9 16.93 31.83
(g) Other expenses 31 15,461.48 16,697.11
Total non-current assets 24,684.05 23,260.73
Current assets Total expenses ( a + b + c + d + e + f + g ) 111,038.25 97,704.95
Inventories 10 314.28 340.25 3 Share of profit/ (loss) of associates/ joint ventures 39 102.13 26.01
Financial assets 4 Profit before exceptional items and tax (1 - 2 + 3) 2,849.10 3,438.61
(i) Investments 6 103.22 2.93 5 Exceptional items - -
(ii) Trade receivables 11 16,777.06 13,912.96 6 Profit before tax (4 - 5) 2,849.10 3,438.61
(iii) Cash and cash equivalents 12 6,656.18 6,840.15 7 Tax expense/(credit)
(iv) Bank balances other than (iii) above 12 853.50 543.94 (a) Current tax 8 421.49 761.16
(v) Other current financial assets 7 6,407.88 5,115.82
(b) Deferred tax 8 (1,037.41) (581.82)
Other current assets 9 1,328.65 943.65
Assets classified as held for distribution to shareholders of subsidiary 37 2.22 2.22 Total tax expense/(credit) (615.92) 179.34
Total current assets 32,442.99 27,701.92 8 Profit for the year (6 - 7) 3,465.02 3,259.27
Total assets 57,127.04 50,962.65 9 Other comprehensive income
B EQUITY AND LIABILITIES Items that will be reclassified to profit or loss:
Equity (a) Foreign exchange gain/(loss) on monetary items included in net investment in a 14 (101.51) 250.33
Equity share capital 13 728.65 735.16 foreign subsidiary
Other equity 14 22,604.28 19,977.36 (b) Income tax relating to these items 8 - -
Equity attributable to owners of the Parent 23,332.93 20,712.52
Items that will not be reclassified to profit or loss:
Non-controlling interests 39 - 30.61
Total equity 23,332.93 20,743.13 (a) Re-measurement of defined benefits plan 28 123.88 (83.01)
Liabilities (b) Income tax relating to these items 8 (31.18) 20.89
Non-current liabilities (c) Share of other comprehensive income of associates/joint ventures 39 2.57 3.91
Financial liabilities Other comprehensive income/(loss) for the year (net of taxes) (6.24) 192.12
(i) Borrowings 15 8,031.84 6,068.80 10 Total comprehensive income for the year (8 + 9) 3,458.78 3,451.39
(ia) Lease liabilities 16 921.26 900.08 11 Profit attributable to:
(ii) Other non-current financial liabilities 18 52.69 - Owners of the Parent 3,463.89 3,250.69
Provisions 20 1,749.64 1,699.61
Deferred tax liabilities (net) 8 430.40 369.93 Non-controlling interests 39 1.13 8.58
Total non-current liabilities 11,185.83 9,038.42 3,465.02 3,259.27
Current liabilities 12 Other comprehensive income attributable to:
Financial liabilities Owners of the Parent (6.24) 190.82
(i) Borrowings 15 7,191.17 7,214.47 Non-Controlling interests 39 - 1.30
(ia) Lease liabilities 16 330.66 324.78 (6.24) 192.12
(ii) Trade payables 13 Total comprehensive income attributable to:
 (a) Total outstanding dues of micro enterprises and small enterprises 17 53.23 39.23
Owners of the Parent 3,457.65 3,441.51
 (b) Total outstanding dues of creditors other than micro enterprises and small 17 585.85 543.38
Non-controlling interests 39 1.13 9.88
enterprises
(iii) Other current financial liabilities 18 8,521.48 7,449.00 3,458.78 3,451.39
Other current liabilities 21 1,964.86 1,745.15 14 Earnings per share (EPS) (face value H 5/- per share) 32
Provisions 20 3,958.21 3,857.94 (a) Basic (H) 23.64 22.09
Current tax liabilities (net) 8 - 4.33 (b) Diluted (H) 23.43 21.87
Liabilities classified as held for distribution to shareholders of subsidiary 37 2.82 2.82 15 Weighted average equity shares used in computing earnings per equity share 32
Total current liabilities 22,608.28 21,181.10
(a) Basic (Nos.) 146,537,510 147,150,940
Total liabilities 33,794.11 30,219.52
(b) Diluted (Nos.) 147,849,999 148,639,390
Total equity and liabilities 57,127.04 50,962.65

The accompanying notes 1 to 43 form an integral part of these consolidated financial statements. The accompanying notes 1 to 43 form an integral part of these consolidated financial statements.

As per our report of even date As per our report of even date

For S S Kothari Mehta & Company For and on behalf of the Board of Directors For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
(Firm’s Registration No. 000756N) (Firm’s Registration No. 000756N)

Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
(Partner) Chairman Managing Director Director – Finance (Partner) Chairman Managing Director Director – Finance
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273) Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)

Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri
Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary

242 SIS Limited Annual Report 2022-23 243


244
Consolidated Statement of Changes in Equity
for the year ended March 31, 2023

All amounts in C Million, unless stated otherwise

A. Equity Share Capital


Particulars Amounts

As at April 01, 2021 741.51


Issued on exercise of stock options 2.74
Buyback of equity shares (refer note 13) (9.09)
As at March 31, 2022 735.16
Issued on exercise of stock options 0.76
Buyback of equity shares (refer note 13) (7.27)
As at March 31, 2023 728.65

SIS Limited Annual Report 2022-23


Leadership Position. Burgeoning Market.

B. Other Equity
Year ended March 31, 2022
Reserves and Surplus Share
Foreign Other
Stock application Non-
Debenture Capital currency equity
Particulars Securities General Retained options Capital money controlling Total
redemption redemption translation attributable
premium reserve earnings outstanding reserve pending interests
reserve reserve reserve to owners
account allotment

As at April 01, 2021 3,691.46 185.94 12,663.62 78.21 375.00 - 181.24 390.36 0.29 17,566.12 20.73 17,586.85
Profit for the year - - 3,259.27 - - - - - - 3,259.27 8.58 3,267.85
Other comprehensive income/(loss) - - (58.21) - - - - 250.33 - 192.12 1.30 193.42
Total comprehensive income for the year - - 3,201.06 - - - - 250.33 - 3,451.39 9.88 3,461.27
Share application money received during the year - - - - - - - - 2.47 2.47 - 2.47
Issued on exercise of stock options 55.28 - - (55.28) - - - - (2.74) (2.74) - (2.74)
[refer note 28 (f)]
Employee share-based payment expense - - - 202.48 - - - - - 202.48 - 202.48
Allocation to non-controlling interests - - (9.88) - - - - - - (9.88) - (9.88)
Creation/transfer of debenture redemption reserve - 375.00 - - (375.00) - - - - - - -
Buyback of equity shares, including tax thereon (1,000.00) - (230.84) - - 9.09 - - - (1,221.75) - (1,221.75)
Transaction cost related to buyback of equity shares (10.73) - - - - - - - (10.73) - (10.73)
(net of taxes)
As at March 31, 2022 2,736.01 560.94 15,623.96 225.41 - 9.09 181.24 640.69 0.02 19,977.36 30.61 20,007.97

Consolidated Statement of Changes in Equity


for the year ended March 31, 2023

All amounts in C Million, unless stated otherwise

Year ended March 31, 2023


Reserves and Surplus Share
Foreign Other
Stock application Non-
Debenture Capital currency equity
Particulars Securities General Retained options Capital money controlling Total
redemption redemption translation attributable
premium reserve earnings outstanding reserve pending interests
reserve reserve reserve to owners
account allotment

As at April 01, 2022 2,736.01 560.94 15,623.96 225.41 - 9.09 181.24 640.69 0.02 19,977.36 30.61 20,007.97
Profit for the year - - 3,465.02 - - - - - - 3,465.02 1.13 3,466.15
Other comprehensive income/(loss) - - 95.27 - - - - (101.51) - (6.24) - (6.24)
Total comprehensive income for the year - - 3,560.29 - - - - (101.51) - 3,458.78 1.13 3,459.91
Share issues expenses incurred by subsidiary entities - - (0.19) - - - - - - (0.19) - (0.19)
Share application money received during the year - - - - - - - - 0.70 0.70 - 0.70
Issued on exercise of stock options 23.55 - - (23.55) - - - - (0.72) (0.72) - (0.72)
[refer note 28 (f)]
Employee share-based payment expense - - - 135.54 - - - - - 135.54 - 135.54
Stock options expired 2.53 - (2.53) - - - - - - - -
Transactions with non-controlling interests - - 22.83 - - - - - - 22.83 (31.74) (8.91)
Buyback of equity shares, including tax thereon (800.00) - (184.67) - - 7.27 - - - (977.40) - (977.40)
Transaction cost related to buyback of equity shares (12.62) - - - - - - - - (12.62) - (12.62)
(net of taxes)
As at March 31, 2023 1,946.94 563.47 19,022.22 334.87 - 16.36 181.24 539.18 - 22,604.28 - 22,604.28

The accompanying notes 1 to 43 form an integral part of these consolidated financial statements.
As per our report of even date
For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Chartered Accountants
(Firm’s Registration No. 000756N)

Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
(Partner) Chairman Managing Director Director – Finance
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)

Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri


Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary
Consolidated / Financial Statements

245
Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows (Contd.)


for the year ended March 31, 2023 for the year ended March 31, 2023
All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

S. Year ended March Year ended March S. Year ended March Year ended March
Particulars Particulars
No. 31, 2023 31, 2022 No. 31, 2023 31, 2022
A. CASH FLOWS FROM OPERATING ACTIVITIES C. CASH FLOWS FROM FINANCING ACTIVITIES
Profit before tax 2,849.10 3,438.61 Proceeds from issue of share capital (net of share issue expenses) 0.76 2.46
Adjusted for: Buyback of equity shares including transaction cost and tax (997.29) (1,241.57)
Depreciation and amortization expenses 1,346.81 1,115.51 Foreign exchange gain/(loss) realized (4.27) (6.30)
Unrealized foreign exchange (gain)/loss (23.54) 26.95 Proceeds from term loans 2,817.29 1,783.07
Net (gain)/loss on sale of property, plant and equipment (38.64) (14.24) Repayment of term loans (726.46) (1,254.88)
Finance costs 1,148.91 983.67 Bonds/ debentures repaid/ redeemed (1,900.00) (1,499.79)
Interest income classified as investing cash flows (264.68) (539.50) Interest paid (1,065.73) (932.62)
Provision for doubtful debts 269.31 195.67 Payment of lease liabilities (409.57) (361.53)
Employee stock option compensation expense 78.47 112.47 Net cash inflow/(outflow) from financing activities (2,285.27) (3,511.16)
Other non-cash items (110.73) (26.01) D. Net increase/(decrease) in cash and cash equivalents (A+B+C) (2,055.63) (2,400.32)
Operating profit/(loss) before working capital changes 5,255.01 (5,293.13) E. Cash and cash equivalents at the beginning of the year 1,951.72 4,318.00
Movement in working capital: F. Translation adjustments 105.85 34.04
Decrease/(increase) in trade receivables (3,349.23) (1,422.81) Cash and cash equivalents at the end of the year (D+E+F) 1.94 1,951.72
Decrease/(increase) in inventories 24.99 (30.95)
Decrease/(increase) in other current assets (130.68) 260.81 Reconciliation of cash and cash equivalents as per the statement of the cash flows
Decrease/(increase) in other current financial assets (1,247.91) (668.09)
Cash and cash equivalents as per above comprise of the following: March 31, 2023 March 31, 2022
(Decrease)/increase in trade payables 65.67 (180.55)
Cash and cash equivalents 6,656.18 6,840.15
(Decrease)/increase in provisions 363.87 288.32
Cash credit (6,654.24) (4,888.43)
(Decrease)/increase in other current liabilities 221.02 179.37
Balances as per statement of cash flows 1.94 1,951.72
(Decrease)/increase in other current financial liabilities 1,317.32 644.97
Decrease/(increase) in other non-current assets 2.58 0.80
The accompanying notes 1 to 43 form an integral part of these consolidated financial statements.
Decrease/(increase) in other non-current financial assets 119.87 19.84
As per our report of even date
(Decrease)/increase in other non-current financial liabilities 4.34 9.29
For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Cash (used in) /generated from operations 2,646.85 4,394.13
Chartered Accountants
Direct tax (paid), net of refunds (937.55) (2,059.18) (Firm’s Registration No. 000756N)
Net cash inflow/(outflow) from operating activities 1,709.30 2,334.95
Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
B. CASH FLOWS FROM INVESTING ACTIVITIES (Partner) Chairman Managing Director Director – Finance
Purchase of Property, plant & equipment and Capital work-in-progress (1,293.45) (1,083.31) Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)
Proceeds from sale/disposal of property, plant and equipment 106.06 62.73
Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri
Investment made (375.23) (2,125.72) Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary
Proceeds from redemption of investments 147.00 -
Investment in fixed deposits (880.26) 1,641.99
Redemption of fixed deposits 531.08 -
Acquisition of Subsidiary's non-controlling interest (7.77) -
Changes in restricted balances (55.08) (0.93)
Interest received 346.65 277.85
Dividend received 1.34 3.28
Net cash inflow/(outflow) from investing activities (1,479.66) (1,224.11)

246 SIS Limited Annual Report 2022-23 247


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

1. Group overview and Exchange Board of India (SEBI). The Ind AS are Fair value measurement 2.3 Basis of consolidation
SIS Limited (“the Company”) is a company limited notified under Section 133 of the Act read with Rule 3 The Group records certain financial assets and liabilities The consolidated financial statements comprise the
by shares, incorporated and domiciled in India. The of the Companies (Indian Accounting Standards) Rules, at fair value on a recurring basis. The Group determines financial statements of the Parent, its subsidiaries and
Company is listed on the BSE Limited (“BSE”) and The 2015 as amended from time to time. fair value based on the price it would receive to sell an share of in net assets of associates and joint ventures
National Stock Exchange of India Limited (“NSE”). Its The financial statements are presented in Indian Rupees asset or pay to transfer a liability in an orderly transaction as at, and for the year then ended. Control is achieved
registered office is situated at Annapurna Bhawan, (H) and are rounded off to the nearest Millions (‘Mn’) between market participants at the measurement date when the Group is exposed, or has rights, to variable
Telephone Exchange Road, Kurji, Patna, Bihar – except per share data, unless stated otherwise. Due and either in the principal market or in the absence of returns from its involvement with the investee and has
800 010, India, and its principal place of business is to rounding off, the numbers presented throughout a principal market, most advantageous market for that the ability to affect those returns through its power
situated at A-28 & 29, Okhla Industrial Area, Phase I, the document may not add up precisely to the totals asset or liability. over the investee. Specifically, the Group controls an
New Delhi – 110 020. and percentages may not precisely reflect the absolute investee if and only if the Group has:
figures. The figures which are appearing as ‘0’are result Fair value hierarchy
The name of the Parent has been changed to ‘SIS • Power over the investee (i.e., existing rights that give
Limited’ from ‘Security and Intelligence Services (India) of rounding off.  evel 1 – Quoted prices (unadjusted) in active markets
L it the current ability to direct the relevant activities
Limited’ and a fresh certificate of incorporation in the for identical assets or liabilities. Level 1 hierarchy of the investee),
name of ‘SIS Limited’ was issued by the Registrar of 2.2 Basis of measurement includes financial instruments measured using quoted
prices. This includes listed equity instruments, bonds • Exposure, or rights, to variable returns from its
Companies on January 13, 2021. The financial statements have been prepared under
and debentures and mutual funds that have quoted involvement with the investee, and
the historical cost convention on an accrual and going

SIS Limited (“the Parent”) and its subsidiaries, price. The fair value of all financial instruments which
concern basis, except for the following material items • The ability to use its power over the investee to affect
associates and joint ventures (“Group” or “SIS Group”) are traded in the stock exchanges is valued using the
which have been measured at fair value as required by its returns.
is engaged in rendering security and related services closing price as at the reporting period.
relevant Ind AS:
consisting of manned guarding, training, paramedic and Generally, there is a presumption that a majority of voting
emergency response services; loss prevention, asset a) Certain financial assets and financial liabilities Level 2 – Inputs other than quoted prices included
 rights result in control. To support this presumption and
protection and mobile patrols; facility management (including derivative financial instruments) and within Level 1 that are observable for the asset or liability, when the Group has less than a majority of the voting
services consisting of cleaning, house-keeping and pest contingent consideration that are measured at either directly (i.e., as prices) or indirectly (i.e., derived or similar rights of an investee, the Group considers all
control management services in the areas of facility fair value; from prices). The fair value of financial instruments relevant facts and circumstances in assessing whether
management; cash logistics services consisting of that are not traded in an active market is determined it has power over an investee, including:
b) 
Assets held for distribution to owners upon using valuation techniques which maximize the use of
cash-in-transit, ATM cash replenishment activities and
demerger that are held at lower of carrying cost observable market data and rely as little as possible • The contractual arrangement with the other vote
secure transportation of precious items and bullion;
and fair value less cost to distribute; on entity specific estimates. If all significant inputs holders of the investee,
and alarm monitoring and response services consisting
of trading and installation of electronic security devices c) Share-based payments; and required to fair value an instrument are observable, the • Rights arising from other contractual arrangements,
and systems. instrument is included in level 2.
d) The defined benefit asset/(liability) which is • The Group’s voting rights and potential voting rights.
These financial statements are the consolidated recognized as the present value of defined benefit  evel 3 – Inputs for the assets or liabilities that are
L
not based on observable market data (unobservable • Size of the Group’s holding of voting rights relative to
financial statements of the Group consisting of SIS obligation less fair value of plan assets.
inputs). If one or more of the significant inputs is not the size and dispersion of holdings of other investees
Limited and its subsidiaries, associates and joint
e) Liability in respect of forward contract/call and put based on observable market data, the instrument is with voting rights.
ventures in accordance with applicable accounting
options for acquisition of Non-controlling interests included in level 3. This is the case for unlisted equity/
standards. A list of subsidiaries is included in note 38. • Any additional facts and circumstances that indicate
are measured at fair value. preference securities included in level 3. that the Company has, or does not have, the current
These financial statements were authorized for issue by
f) Contingent liability and indemnification of asset In accordance with Ind AS 113, Fair Value Measurement, ability to direct the relevant activities at the time that
the directors on May 03, 2023.
acquired in a business combination are measured assets and liabilities are to be measured based on the decisions need to be made, including voting patterns
at fair value. following valuation techniques: at previous shareholders’ meetings.
2. Significant accounting policies
This note provides a list of significant accounting Accounting policies have been applied consistently to (a) 
Market approach – Prices and other relevant The Group re-assesses whether or not it controls an
policies adopted in the preparation of these all periods presented in these financial statements. information generated by market transactions investee if facts and circumstances indicate that there
financial statements. involving identical or comparable assets are changes to one or more of the three elements of
The financial statements are based on the classification
or liabilities. control. Consolidation of a subsidiary begins when the
provisions contained in Ind AS 1, ‘Presentation of
2.1 Basis of preparation Group obtains control over the subsidiary and ceases
Financial Statements’ and division II of schedule III of the (b) Income approach – Converting the future amounts when the Group loses control over the subsidiary.
These financial statements are prepared in accordance Companies Act, 2013. For the purpose of clarity, various based on market expectations to its present value Assets, liabilities, income and expenses of a subsidiary
with Indian Accounting Standards (Ind AS) and other items are aggregated in the statements of profit and using the discounting method. acquired or disposed of during the year are included in
applicable provisions of the Companies Act, 2013 (“the loss and balance sheet. These items are disaggregated
(c) Cost approach – Replacement cost method. the consolidated financial statements from the date the
Companies Act”) and guidelines issued by Securities separately in the notes to the financial statements,
Group gains control until the date the Group ceases to
where applicable or required.
control the subsidiary.

248 SIS Limited Annual Report 2022-23 249


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

The acquisition method of accounting is used to account (e) A change in the ownership interest of a subsidiary, 2.4 Summary of significant accounting policies at cost less accumulated depreciation and impairment
for business combinations by the Group. without a loss of control, is accounted for as an losses, if any. Cost comprises the purchase price, asset
equity transaction. A change in ownership interest (a) Current versus non-current classification retirement obligation and cost directly attributable
Consolidated financial statements are prepared using
results in an adjustment between the carrying The Group presents assets and liabilities in the balance towards bringing the asset to its working condition for
uniform accounting policies for like transactions and
amounts of the controlling and non-controlling sheet based on current/non-current classification. An its intended use. Any trade discounts and rebates are
other events in similar circumstances. If a member of
interests to reflect their relative interests in the asset as current when it is: deducted in arriving at the purchase price. General and
the Group uses accounting policies other than those
subsidiary. Any difference between the amount specific borrowing costs directly attributable to the
adopted in the consolidated financial statements for • Expected to be realized or intended to be sold or
of adjustment to non-controlling interests and construction of a qualifying asset are capitalized as part
like transactions and events in similar circumstances, consumed in normal operating cycle
any consideration paid or received is recognized of the cost.
appropriate adjustments are made to that Group
within equity. • Held primarily for the purpose of trading
member’s financial statements in preparing the Subsequent expenditure related to an item of property,
consolidated financial statements to ensure conformity (f) If the Group loses control over a subsidiary, it: • Expected to be realized within twelve months after plant and equipment is added to its carrying value only
with the Group’s accounting policies. the reporting period, or when it increases the future benefits from the existing
• Derecognizes the assets (including goodwill)
asset beyond its previously assessed standard or
The financial statements of all entities used for the and liabilities of the subsidiary, • Cash or cash equivalent unless the asset is restricted
period of performance. All other expenses on existing
purpose of consolidation are drawn up to the same from being exchanged or used to settle a liability for
• Derecognizes the carrying amount of any property, plant and equipment, including day-to-day
reporting date as that of the Parent, i.e., year ended on at least twelve months after the reporting period
non‑controlling interests, repairs, maintenance expenditure and cost of replacing
March 31.
All other assets are classified as non-current. parts, are charged to the statement of profit and loss in
• Derecognizes the cumulative translation
In preparing the consolidated financial the year during which such expenses are incurred.
differences recorded in equity, A liability is current when it is:
statements, the Group has used the following key
Property, plant and equipment under construction and
consolidation procedures: • Recognizes the fair value of the consideration • expected to be settled in normal operating cycle
cost of assets not ready for use at the year-end are
received,
(a) 
Combine like items of assets, liabilities, equity, • held primarily for the purpose of trading disclosed as capital work-in-progress (‘CWIP’).
income, expenses and cash flows of the Parent • Recognizes the fair value of any investment
• expected to be settled within twelve months after 
Advances given towards purchase of an item of
with those of its subsidiaries. For this purpose, retained,
the reporting period, or property, plant and equipment outstanding as at each
income and expenses of the subsidiary are based
• Recognizes any surplus or deficit in profit or balance sheet date are disclosed under other non-
on the amounts of assets and liabilities recognized • There is no unconditional right to defer the
loss, financial assets.
in the consolidated financial statements at the settlement of the liability for at least twelve months
acquisition date. • Reclassifies the Parent’s share of components after the reporting period. Terms of a liability that
Depreciation
previously recognized in OCI to profit or loss or could, at the option of the counterparty, result in its
(b) Offset (eliminate) the carrying amount of the The Group depreciates property, plant and equipment
retained earnings, as appropriate, as would be settlement by the issue of equity instruments do not
Parent’s investment in each subsidiary and the over the estimated useful lives using the written down
required if the Group had directly disposed of affect its classification.
Parent’s portion of equity of each subsidiary. The value method (and straight-line method in respect
the related assets or liabilities.
policy for accounting for Business combinations The Group classifies all other liabilities as non-current. of certain subsidiaries) from the date the assets are
explains the accounting for any related goodwill. available for use.
Non-controlling interest Deferred tax assets and liabilities are classified as
(c) Eliminate in full intragroup assets and liabilities, Non-controlling interests in the net assets (excluding non‑current assets and liabilities.
Category Useful life
equity, income, expenses and cash flows relating goodwill) of consolidated subsidiaries are identified The operating cycle is the time between the acquisition Buildings 60 years
to transactions between entities of the Group. separately from the Parent’s equity. The interest of of assets for processing and their realization in cash Plant and machinery 3-15 years
Profits or losses resulting from intragroup non-controlling shareholders may be initially measured and cash equivalents. The Group has identified twelve Leasehold improvement Shorter of 10 years or
transactions that are recognized in assets, such as either at fair value or at the non-controlling interest’s months as its operating cycle. lease period
inventory and property, plant and equipment, are proportionate share of the fair value of the acquiree’s Right-of-use assets Lease period
eliminated in full. However, intragroup losses may identifiable net assets. The choice of measurement (b) Property, plant and equipment Computer equipment 2-6 years
indicate an impairment that requires recognition basis is made on an acquisition to acquisition basis.
in the consolidated financial statements. Ind AS 12 Recognition and measurement Furniture and fixtures 2.5-13 years
Subsequent to acquisition, the carrying amount
on Income Taxes applies to temporary differences An item is recognized as an asset, if and only if, it is Office Equipment 3-11 years
of non-controlling interest is the amount of those
that arise from the elimination of profits and losses probable that the future economic benefits associated Vehicles 3-8 years
interests at initial recognition plus the non-controlling
resulting from intragroup transactions. interest’s share of subsequent changes in equity. Total with the item will flow to the Group and its cost can
Based on technical assessment, the useful lives as
comprehensive income is attributed to non-controlling be measured reliably. Items of property, plant and
(d) Profit or loss and each component of other given above best represent the period over which
interests even if it results in the non-controlling interest equipment (‘PPE’) are initially recognized at cost.
comprehensive income (OCI) are attributed the management expects to use these assets. The
having a deficit balance. Freehold land is carried at historical cost. All other
to the equity holders of the Parent and to the estimated useful lives for these assets may therefore
items of property, plant and equipment are measured
non‑controlling interests, even if this results in the be different from the useful lives prescribed under
non-controlling interests having a deficit balance. Part C of Schedule II of the Companies Act, 2013.

250 SIS Limited Annual Report 2022-23 251


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

The residual values are generally not more than 5% of (d) Intangible assets Intangible assets with indefinite useful lives are not Software
the original cost of the asset. Recognition and measurement amortized, but are tested for impairment annually, Costs incurred in developing products or systems
either individually or at the cash-generating unit level. and costs incurred in acquiring software and licenses
The assets residual values, useful lives and methods Intangible assets are recognized when the Group
The assessment of indefinite life is reviewed annually that will contribute to future period financial benefits
of depreciation of property, plant and equipment controls the asset, it is probable that future economic
to determine whether the indefinite life continues to through revenue generation and/or cost reduction are
are reviewed at each financial year-end and adjusted benefits attributed to the asset will flow to the Group
be supportable. If not, the change in useful life from capitalized to software and systems. Costs capitalized
prospectively, if appropriate. and the cost of the asset can be measured reliably.
indefinite to finite is made on a prospective basis. include external direct costs of materials, services,
Intangible assets acquired separately are measured
Additions are depreciated on a pro-rata basis from the and direct payroll and related costs of employees' time
on initial recognition at historical cost. The cost of Gains or losses arising from derecognition of an
date the asset is available for use till the date the assets spent on the project.
intangible assets acquired in a business combination intangible asset are measured as the difference between
are derecognized.
is their fair value at the date of acquisition. Following the net disposal proceeds and the carrying amount of
An item of property, plant and equipment and any initial recognition, intangible assets are carried at cost the asset and are recognized in the statement of profit License & franchise
significant part, initially recognized, is derecognized less any accumulated amortization and accumulated or loss when the asset is derecognized. Licenses & franchise fees are amortized commencing
upon disposal or when no future economic benefits impairment losses. Internally generated intangibles, from the date when license & franchise fees are
are expected from its use or disposal. Any gain or excluding capitalized software development costs, are Goodwill available for intended use.
loss arising on derecognition of the asset (calculated not capitalized and the related expenditure is reflected Goodwill is initially recorded at the amount by which
as the difference between the net disposal proceeds in profit or loss in the period in which the expenditure the purchase price for a business or for an ownership (e) Investment in subsidiaries, associates, and joint
and the carrying amount of the asset) is recognized is incurred. interest in a controlled entity exceeds the fair value ventures
in the statement of profit and loss when the asset attributed to its net assets at date of acquisition. A subsidiary is an entity over which the Group has

Subsequent expenditure is capitalized only when
is derecognized. Goodwill on acquisitions of subsidiaries is included control. The Group controls an investee entity when it
it increases the future economic benefits from the
specific asset to which it relates. in intangible assets. Goodwill is allocated to cash is exposed to or has rights to variable returns from its
(c) Investment properties generating units, and is tested annually for impairment, involvement with the entity and has the ability to affect
Property that is held for long-term rental yields or for The useful lives of intangible assets are assessed as or more frequently if events or changes in circumstances those returns through its power over the entity.
capital appreciation or both, and that is not occupied either finite or indefinite. indicate that it might be impaired, and is carried at cost
An associate is an entity over which the Group has
by the Group, is classified as investment property. Intangible assets with finite lives are amortized over the less accumulated impairment losses. Gains and losses
significant influence. Significant influence is the power
useful economic life on written down value method (or on the disposal of an entity include the carrying amount
Investment properties are measured initially at cost, to participate in the financial and operating policy
straight-line method in respect of certain subsidiaries) of goodwill relating to the entity sold.
including transaction costs. Subsequent to initial decisions of the investee but is not control or joint
recognition, investment properties are stated at cost and assessed for impairment whenever there is an Goodwill is allocated to cash-generating units for the control of those policies. This is generally the case
less accumulated depreciation and accumulated indication that the intangible asset may be impaired. purpose of impairment testing. The allocation is made where the Group holds between 20% to 50% of the
impairment loss, if any. The amortization period and the amortization method to those cash generating units or groups of cash voting rights.
for an intangible asset with a finite useful life are generating units that are expected to benefit from

The cost includes borrowing costs for long-term reviewed at least at the end of each reporting period. A joint venture is a type of joint arrangement whereby
the business combination in which the goodwill arose.
construction projects if the recognition criteria are met. Changes in the expected useful life or the expected the parties that have joint control of the arrangement
The units or the groups of units are identified at the
Subsequent expenditure is capitalized to the asset’s pattern of consumption of future economic benefits have rights to the net assets of the joint venture. Joint
lowest level at which goodwill is monitored for internal
carrying amount only when it is probable that future embodied in the asset are considered to modify the control is the contractually agreed sharing of control
management purposes, which in our case are the
economic benefits associated with the expenditure will amortization period or method, as appropriate, and of an arrangement, which exists only when decisions
respective entities carrying out business.
flow to the Group and cost of such expenditure can be are treated as changes in accounting estimates and about the relevant activities require unanimous consent
measured reliably. All other repair and maintenance adjusted accordingly. The amortization expense on of the parties sharing control.
Brand name
costs are recognized in profit or loss as incurred. When intangible assets with finite lives is recognized in the
Brand name is not amortized and tested annually 
The considerations made in determining whether
part of an investment property is replaced, the carrying statement of profit and loss.
for impairment. significant influence or joint control exist are similar
amount of the replaced part is derecognized.
The estimated useful lives of intangible assets are to those necessary to determine control over
Investment properties are depreciated using written as follows: Customer contracts, customer relationship and the subsidiaries.
down value method over their estimated useful lives non-competition agreements The Group’s investments in its associates and joint
of 60 years. The useful life has been determined Category Useful life
Customer contracts, customer relationship and non- ventures are accounted for using the equity method.
based on a technical evaluation performed by the Goodwill Indefinite
competition agreements acquired on an acquisition Under the equity method, the investment in an
management’s expert. Computer software 3 - 10 years of business are recorded at the fair value of respective associate or a joint venture is initially recognized at cost.

Investment properties are derecognized either Brand name Indefinite assets on the date of acquisition. Customer contracts, The carrying amount of the investment is adjusted to
when they have been disposed of or when they are Customer contracts Expected contract duration customer relationship and non-competition recognize changes in the Group’s share of net assets
permanently withdrawn from use and no future Customer relationship Expected relationship agreements are amortized based on their useful life. of the associate or joint venture since the acquisition
economic benefit is expected from their disposal. The duration date. Goodwill relating to the associate or joint venture
difference between the net disposal proceeds and the License & franchise fees 20 years is included in the carrying amount of the investment
carrying amount of the asset is recognized in profit or Non-competition agreements The term of the respective and is not tested for impairment individually.
non-compete agreements
loss in the period of derecognition.

252 SIS Limited Annual Report 2022-23 253


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise


The cumulative post-acquisition movements are (f) Financial instruments calculating EIR, the Group estimates the expected part of a hedging relationship. The gain /loss on assets
adjusted against the carrying amount of the investment. A financial instrument is any contract that gives rise to cash flows by considering all the contractual terms of measured at FVTPL are presented in the statement of
The statement of profit and loss reflects the Group’s a financial asset of one entity and a financial liability or the financial instrument (for example, prepayments, profit and loss within other gains/losses in the period
share of the results of operations of the associate or equity instrument of another entity. Financial assets extensions call and similar options) but does not in which it arises. Interest income from these financial
joint venture. In addition, when there has been a change and financial liabilities are recognized when the Group consider the expected credit losses. Amortized cost assets is included in other income.
recognized directly in the equity of the associate or joint becomes a party to the contractual provisions of is calculated by taking into account any discount or
venture, the Group recognizes its share of any changes, the instruments. premium on acquisition and fees or costs that are an Equity investments
when applicable, in the statement of changes in equity. integral part of the EIR. The interest income based on All equity investments in scope of Ind AS 109 are
Dividends receivable from associates and joint ventures Financial assets EIR is included as interest income as a part of other measured at fair value. Equity instruments which
reduce the carrying amount of the investment. income in the statement of profit and loss. The losses are held for trading and contingent consideration
Initial recognition and measurement
arising from impairment are recognized in profit or loss. recognized by an acquirer in a business combination to
If an entity’s share of losses of an associate or a joint All financial assets are recognized initially at fair value A gain or loss on such financial assets which is not part which Ind AS 103 applies are classified as at FVTPL. For
venture equals or exceeds its interest in the associate plus, in the case of financial assets not recorded at fair of a hedging relationship is recognized in profit or loss all other equity instruments, the Group may make an
or joint venture (which includes any long-term interest value through profit or loss, transaction costs that are when the asset is derecognized. This category generally irrevocable election to present in other comprehensive
that, in substance, form part of the Group’s net attributable to the acquisition of the financial asset. applies to trade and other receivables. income subsequent changes in the fair value. The Group
investment in the associate or joint venture), the entity Trade receivables that do not contain a significant
discontinues recognizing its share of further losses. makes such election on an Instrument-by-instrument
financing component are measured at transaction Financial instrument at FVTOCI
Additional losses are recognized only to the extent that basis. The classification is made on initial recognition
price. Purchases or sales of financial assets that require
the Group has incurred legal or constructive obligations A ‘financial assets’ is classified as at the FVTOCI if both and is irrevocable.
delivery of assets within a time frame established by
or made payments on behalf of the associate or joint of the following criteria are met:
regulation or convention in the marketplace (regular If the Group decides to classify an equity instrument as
venture. If the associate or joint venture subsequently way trades) are recognized on the trade date, i.e., (a) The objective of the business model is achieved at FVTOCI, then all fair value changes on the instrument,
reports profits, the entity resumes recognizing its share the date that the Group commits to purchase or sell both by collecting contractual cash flows and excluding dividends, are recognized in the OCI. There is
of those profits only after its share of the profits equals the asset. selling the financial assets, and no recycling of the amounts from OCI to profit or loss,
the share of losses not recognized. even on sale of investment. However, the Group may
(b) The asset’s contractual cash flows represent SPPI.
The financial statements of the associate or joint Subsequent measurement transfer the cumulative gain or loss within equity.
venture, for the purpose of reflecting the Group’s share For purposes of subsequent measurement, financial Financial assets included within the FVTOCI category
Equity instruments included within the FVTPL category
of the results of operations of the associate or joint assets are classified in below categories: are measured as at each reporting date at fair value.
are measured at fair value with gain/loss presented
venture, are prepared for the same reporting period Fair value movements are recognized in the other
• Financial assets at amortized cost in the statement of profit and loss within other gains/
as the Group. When necessary, adjustments are made comprehensive income (OCI). However, the Group
losses in the period in which it arises.
to bring the accounting policies in line with those of • Financial assets at fair value through other recognizes interest income calculated using the
the Group. comprehensive income (FVTOCI) EIR method, impairment losses & reversals and An equity instrument is any contract that evidences
foreign exchange gain or loss in the profit or loss. On a residual interest in the assets of an entity after
After application of the equity method, the Group • Financial assets, derivatives and equity instruments derecognition of the asset, cumulative gain or loss deducting all of its liabilities.
determines whether it is necessary to recognize an at fair value through profit or loss (FVTPL) previously recognized in OCI is reclassified from equity
impairment loss on its investment in its associate or joint to profit or loss. Derecognition of financial assets
venture. At each reporting date, the Group determines Financial instruments at amortized cost
A financial asset (or, where applicable, a part of a
whether there is objective evidence that the investment A ‘financial asset’ is measured at the amortized cost if Financial instrument at FVTPL financial asset or part of a group of similar financial
in the associate or joint venture is impaired. If there is both the following conditions are met: FVTPL is a residual category for financial asset. Any assets) is primarily derecognized (i.e., removed from the
such evidence, the Group calculates the amount of
(a) The asset is held within a business model whose financial asset, which does not meet the criteria for Group’s consolidated balance sheet) when:
impairment as the difference between the recoverable
objective is to hold assets for collecting contractual categorization as at amortized cost or as FVTOCI, is
amount of the associate or joint venture and its carrying • The rights to receive cash flows from the asset have
cash flows, and classified as at FVTPL.
value, and then recognizes the loss as “Share of profit expired, or
of associates /joint ventures” in the statement of profit (b) 
Contractual terms of the asset give rise on In addition, the Group may elect to designate a financial
• The Group has transferred its rights to receive cash
or loss. specified dates to cash flows that are solely asset, which otherwise meets amortized cost or FVTOCI
flows from the asset or has assumed an obligation
payments of principal and interest (SPPI) on the criteria, as at FVTPL. However, such election is made
Upon loss of significant influence over the associate to pay the received cash flows in full without
principal amount outstanding. only if doing so reduces or eliminates a measurement
or joint control over the joint venture, the Group material delay to a third party under a ‘pass‑through’
or recognition inconsistency (referred to as ‘accounting
measures and recognizes any retained investment After initial measurement, such financial assets are arrangement; and either (a) the Group has
mismatch’).
at its fair value. Any difference between the carrying subsequently measured at amortized cost using the transferred substantially all the risks and rewards of
amount of the associate or joint venture upon loss of effective interest rate (EIR) method. EIR is the rate Financial asset included within the FVTPL category are the asset, or (b) the Group has neither transferred
significant influence or joint control and the fair value of that exactly discounts estimated future cash receipts measured at fair value with all changes recognized in nor retained substantially all the risks and rewards
the retained investment and proceeds from disposal is through the expected life of the financial asset to the profit or loss in respect of such assets that are not of the asset, but has transferred control of the asset.
recognized in profit or loss. the gross carrying amount of a financial asset. When

254 SIS Limited Annual Report 2022-23 255


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

When the Group has not transferred substantially all also includes derivative financial instruments, if any determined using a market rate of interest for an derivative is designated as a hedging instrument, and if
risks and rewards of ownership of the financial asset, entered into by the Group that are not designated as equivalent non-convertible bond. This amount is so, the nature of the item being hedged, and the type of
the financial asset is not derecognized. Similarly, where hedging instruments in hedge relationships as defined recorded as a liability on an amortized cost basis hedge relationship designated.
the Group retains control of the financial asset, the by Ind AS 109. Separated embedded derivatives are also until extinguished on conversion or redemption
Derivatives which are not designated as hedges are
asset is continued to be recognized to the extent of classified as held for trading unless they are designated of the bonds. The remainder of the proceeds is
accounted for at fair value through profit or loss and
continuing involvement in the financial asset. as effective hedging instruments. Gains or losses on attributable to the equity portion of the compound
are included in other gains/losses.
liabilities held for trading are recognized in the profit financial instrument. This is recognized and included in
Impairment of financial assets or loss. shareholders’ equity, net of income tax effects, and not
Embedded derivatives
The Group recognizes loss allowances on a forward- subsequently remeasured.
Financial liabilities designated upon initial recognition An embedded derivative is a component of a hybrid
looking basis using the expected credit loss (ECL) model at fair value through profit or loss are designated at the When the terms of a financial liability are renegotiated (combined) instrument that also includes a non-
for the financial assets which are not fair valued through initial date of recognition, and only if the criteria in Ind and the entity issues equity instrument to a creditor to derivative host contract – with the effect that some of
profit or loss. Lifetime ECL allowance is recognized AS 109 are satisfied. For liabilities designated as FVTPL, extinguish all or part of a liability (debt for equity swap), the cash flows of the combined instrument vary in a
for trade receivables with no significant financing fair value gains/losses attributable to changes in own a gain or loss is recognized in profit or loss, which is way similar to a stand-alone derivative. An embedded
component. For all other financial assets, expected credit risk are recognized in OCI. These gains/losses are measured as the difference between the carrying derivative causes some or all of the cash flows that
credit losses are measured at an amount equal to not subsequently transferred to profit or loss. However, amount of the financial liability and the fair value of the otherwise would be required by the contract to be
the 12-month ECL, unless there has been a significant the Group may transfer the cumulative gain or loss equity instrument issued. modified according to a specified interest rate, financial
increase in credit risk from initial recognition in which within equity. All other changes in fair value of such
Borrowings are classified as current liabilities unless the instrument price, commodity price, foreign exchange
case they are measured at lifetime ECL. How the Group liability are recognized in the statement of profit or loss.
Group has an unconditional right to defer settlement of rate, index of prices or rates, credit rating or credit
determines whether there has been a significant
Financial liability at fair value through profit or loss also the liability for at least 12 months after the reporting index, or other variable, provided in the case of a non-
increase in the credit risk has been detailed in the notes
include liabilities arising from forward contract/ call and period. Where there is a breach of a material provision financial variable that the variable is not specific to a
to the financial statements. The amount of expected
put options for the purpose of non-controlling interests of a long-term loan arrangement on or before the end party to the contract.
credit losses (or reversal) that is required to adjust the
loss allowance at the reporting date is recognized in the in subsidiaries and contingent liability acquired in a of the reporting period with the effect that the liability If the hybrid contract contains a host that is a financial
statement of profit and loss. business combination. The fair value gain/loss arising becomes payable on demand on the reporting date, asset within the scope of Ind AS 109, the Group does
on such liabilities is recognized in profit or loss. the entity does not classify the liability as current, if the not separate embedded derivatives. Rather, it applies
Financial liabilities lender agreed, after the reporting period and before the classification requirements contained in Ind AS 109
Borrowings the approval of the financial statements for issue, not to the entire hybrid contract. Derivatives embedded in
Initial recognition and measurement
After initial recognition, borrowings are subsequently to demand payment as a consequence of the breach. all other host contracts are accounted for as separate
Financial liabilities are classified, at initial recognition,
measured at amortized cost. Any difference between the derivatives and recorded at fair value if their economic
as financial liabilities at fair value through profit or loss, Derecognition
proceeds (net of transaction costs) and the redemption characteristics and risks are not closely related to those
borrowings, payables, or as derivatives designated
amount is recognized in profit or loss over the period A financial liability is derecognized when the obligation of the host contracts and the host contracts are not
as hedging instruments in an effective hedge,
of the borrowing using the EIR method. Fees paid on under the liability is discharged or cancelled or held for trading or designated at fair value though profit
as appropriate.
the establishment of loan facilities are recognized as expires. The difference between the carrying amount or loss. These embedded derivatives are measured
All financial liabilities are recognized initially at fair value transaction costs of the loan to the extent it is probable of a financial liability that has been extinguished or at fair value with changes in fair value recognized in
and, in the case of borrowings and payables, net of that some or all of the facility will be drawn down. In this transferred to another party and the consideration profit or loss, unless designated as effective hedging
directly attributable transaction costs. case, the fee is deferred until the draw down occurs. paid, including any non-cash assets transferred or instruments. Reassessment only occurs if there is either
To the extent there is no evidence that it is probable liabilities assumed, is recognized in profit or loss as a change in the terms of the contract that significantly
The Group’s financial liabilities include trade and
that some or all of the facility will be drawn down, the other gains/ losses. When an existing financial liability modifies the cash flows that would otherwise be
other payables, loans and borrowings including bank
fee is capitalized as a prepayment for liquidity services is replaced by another from the same lender on required or a reclassification of a financial asset out of
overdrafts, financial guarantee contracts and derivative
and amortized over the period of the facility to which substantially different terms, or the terms of an existing the fair value through profit or loss.
financial instruments.
it relates. liability are substantially modified, such an exchange
or modification is treated as the derecognition of the Reclassification of financial instruments
Subsequent measurement Preference shares which are mandatorily redeemable
original liability and the recognition of a new liability. The Group determines classification of financial
The measurement of financial liabilities depends on are classified as liabilities. The dividends on these
The difference in the respective carrying amounts is assets and liabilities on initial recognition. After
their classification, as described below: preference shares, to the extent such dividends are
recognized in the statement of profit and loss as other initial recognition, no reclassification is made for
mandatorily payable, are recognized in profit or loss as
gains/losses. financial assets which are equity instruments and

Financial liabilities at fair value through profit or loss finance costs.
financial liabilities. For financial assets which are debt
Financial liabilities at fair value through profit or loss The fair value of the liability portion of an optionally Derivatives instruments, a reclassification is made only if there is
include financial liabilities held for trading and financial convertible debenture/ bond/ preference share or Derivatives are initially recognized at fair value on a change in the business model for managing those
liabilities designated upon initial recognition as at fair a zero-coupon debenture/ bond/ preference share the date a derivative contract is entered into and are assets. Changes to the business model are expected
value through profit or loss. Financial liabilities are or compulsorily convertible debenture/preference subsequently remeasured to their fair value at the end of to be infrequent. The Group’s senior management
classified as held for trading if they are incurred for the shares where the price of conversion of the debenture/ each reporting period. The accounting for subsequent determines changes in the business model as a result
purpose of repurchasing in the near term. This category preference shares into equity share is not fixed, is changes in fair value depends upon whether the of external or internal changes which are significant to

256 SIS Limited Annual Report 2022-23 257


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

the Group’s operations. Such changes are evident to Deferred tax Deferred tax assets and liabilities are measured at the (k) Non-current assets held for sale/distribution to
external parties. A change in the business model occurs Deferred tax is provided using the liability method on tax rates that are expected to apply in the year when owners and discontinued operations
when the Group either begins or ceases to perform an temporary differences between the tax bases of assets the asset is realized or the liability is settled, based The Group classifies non-current assets and disposal
activity that is significant to its operations. If the Group and liabilities and their carrying amounts in the financial on tax rates (and tax laws) that have been enacted or groups as held for sale/distribution to owners if their
reclassifies financial assets, it applies the reclassification statements at the reporting date. substantively enacted at the reporting date. The effect carrying amounts will be recovered principally through
prospectively from the reclassification date which is of changes in tax rates on deferred income tax assets a sale/distribution rather than through continuing use
the first day of the immediately next reporting period Deferred tax liabilities are recognized for all taxable and liabilities is recognized as income or expense in the and where a sale is considered highly probable. Actions
following the change in business model. The Group temporary differences, except: period that includes the enactment or the substantive required to complete the sale/ distribution should
does not restate any previously recognized gains, losses • When the deferred tax liability arises from the initial enactment date. indicate that it is unlikely that significant changes to the
(including impairment gains or losses) or interest. recognition of goodwill or an asset or liability in a sale/ distribution will be made or that the decision to
Deferred tax assets and deferred tax liabilities are offset
transaction that is not a business combination that, if a legally enforceable right exists to set off current tax sell/ distribute will be withdrawn and Management must
Offsetting of financial instruments at the time of the transaction, affects neither the be committed to the sale/ distribution being completed
assets against current tax liabilities.
Financial assets and financial liabilities are offset, and accounting profit nor taxable profit or loss. within one year from the date of classification.
the net amount is reported in the consolidated balance The net amount of tax recoverable from, or payable to,
• In respect of taxable temporary differences the taxation authority is included as part of receivables Non-current assets held for sale/for distribution to
sheet if there is a currently enforceable legal right to
associated with investments in subsidiaries, or payables in the balance sheet. owners and disposal groups are measured at the lower
offset the recognized amounts and there is an intention
associates and interests in joint ventures, when the of their carrying amount and the fair value less costs
to settle on a net basis, to realize the assets and settle Current and deferred tax is recognized in profit or loss,
timing of the reversal of the temporary differences can to sell/distribute except for assets such as deferred
the liabilities simultaneously. The legally enforceable except to the extent that it relates to items recognized in
be controlled and it is probable that the temporary tax assets, assets arising from employee benefits,
right must not be contingent on future events and must other comprehensive income or directly in equity. In this
differences will not reverse in the foreseeable future. financial assets and contractual rights under insurance
be enforceable in the normal course of business and case, the tax is also recognized in other comprehensive contracts, which are specifically exempt from this
in the event of default, insolvency or bankruptcy of the Deferred tax assets are recognized for all deductible income or directly in equity, respectively. requirement. Assets and liabilities classified as held
Group of the counterparty. temporary differences, the carry forward of unused
for sale/distribution are presented separately in the
tax credits and any unused tax losses. Deferred tax (i) Inventories balance sheet.
(g) Trade receivables assets are recognized to the extent that it is probable
Inventories are valued at the lower of the cost or net
Trade receivables that do not contain a significant that taxable profit will be available against which An impairment loss is recognized for any initial or
realizable value. Net realizable value is the estimated
financing component are recognized initially at the deductible temporary differences, and the carry subsequent write-down of the asset (or disposal
selling price in the ordinary course of business, less
transaction price and subsequently measured at forward of unused tax credits and unused tax losses group) to fair value less costs to sell/distribute. A gain
estimated costs of completion and estimated costs
amortized cost using the effective interest method, less can be utilized, except: is recognized for any subsequent increases in fair value
necessary to make the sale.
provision for impairment (allowance for expected credit less costs to sell/distribute an asset (or a disposal
• When the deferred tax asset relating to the
loss). Cost includes cost of purchase and other costs incurred group), but not in excess of any cumulative impairment
deductible temporary difference arises from
in bringing the inventories to their present location and loss previously recognized. A gain or loss not previously
the initial recognition of an asset or liability in a
(h) Current and deferred tax condition. Cost is determined on first in, first out basis. recognized by the date of sale/distribution of the
transaction that is not a business combination and,
non‑current asset (or disposal group) is recognized on
Income tax expense or credit for the period is the at the time of the transaction, affects neither the
(j) Cash and cash equivalents the date of derecognition.
tax payable on the current period’s taxable income accounting profit nor taxable profit or loss.
based on the applicable tax rate adjusted by changes Cash and cash equivalents in the balance sheet comprise Property, plant and equipment and intangible assets
• In respect of deductible temporary differences cash at banks and on hand and short-term deposits
in deferred tax assets and liabilities attributable to once classified as held for sale/distribution to owners
associated with investments in subsidiaries, with an original maturity of three months or less, which
temporary differences and to unused tax losses and are not depreciated or amortized.
associates and interests in joint ventures, deferred are readily convertible to known amounts of cash and
unused tax credits.
tax assets are recognized only to the extent that it is cash equivalents and subject to an insignificant risk of A disposal group qualifies as discontinued operation
probable that the temporary differences will reverse changes in value. if it is a component of an entity that either has been
Current tax
in the foreseeable future and taxable profit will be disposed of, or is classified as held for sale, and:
The current income tax charge is calculated on the available against which the temporary differences For the purpose of the consolidated statement of
basis of tax laws enacted or substantially enacted at the cash flows, cash and cash equivalents consist of cash • Represents a separate major line of business or
can be utilized.
end of the reporting period. Management periodically and short-term deposits, as defined above, net of geographical area of operations,
evaluates positions taken in tax returns with respect to The carrying amount of deferred tax assets is reviewed outstanding bank overdrafts (including cash credit • Is part of a single coordinated plan to dispose of a
situations in which applicable tax regulation is subject at each reporting date and reduced to the extent that facilities) as they are considered an integral part of separate major line of business or geographical area
to interpretation. It established provisions where it is no longer probable that sufficient taxable profit will the Group’s cash management. Bank overdrafts are of operations, or
appropriate on the basis of amounts expected to be be available to allow all or part of the deferred tax asset shown within borrowings in current liabilities in the
paid to tax authorities. to be utilized. Unrecognized deferred tax assets are balance sheet. • Is a subsidiary acquired exclusively with a view
reassessed at each reporting date and are recognized to resale.
to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to
be recovered.

258 SIS Limited Annual Report 2022-23 259


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

Discontinued operations are excluded from the results These are reviewed at each balance sheet date and Government grants relating to income or expenditure/ to increase in line with the expected general
of continuing operations and are presented as a single adjusted to reflect the current best estimates. In respect expense are deferred and recognized in the profit or inflation to compensate for the lessors’ expected
amount as profit or loss after tax from discontinued of losses that are covered by insurance, such losses are loss over the period necessary to match them with the inflationary cost increase.
operations in the statement of profit and loss. recognized as an expense when there is clear evidence costs that they are intended to compensate.
or determination or probability that any portion of the Sale of goods
All other notes to the financial statements mainly Government grants relating to the purchase of property,
loss is not expected to be settled through insurance or Revenue from the sale of goods is recognized when the
include amounts for continuing operations, unless plant and equipment are included in non-current
other forms of recovery. control of goods has been transferred, being when the
otherwise mentioned. liabilities as deferred income and are recognized on
a straight-line basis over the expected lives of related products are delivered to the buyer, the buyer having
Asset retirement obligations (ARO) the full discretion over the use of the goods and there
(l) Equity share capital assets and presented within other income.

ARO are recognized for those operating lease is no unfulfilled obligation that could affect the buyer’s
Equity shares are classified as equity.
arrangements where the Group has an obligation at the (p) Revenue recognition acceptance of the product. Delivery occurs when the
Incremental costs directly attributable to the issue end of the lease period to restore the leased premises products have been shipped to the specific location, the

Revenue towards satisfaction of a performance
of new shares or options are shown in equity as a in a condition similar to inception of lease. ARO are risks of obsolescence and loss have been transferred
obligation is measured at the amount of transaction
deduction, net of tax, from the proceeds. provided at the present value of expected costs to settle to the buyer, and either the buyer has accepted the
price (net of variable consideration) allocated to that
the obligation and are recognized as part of the cost products in accordance with the sales contract, the
performance obligation. The transaction price of
(m) Trade and other payables of that particular asset and amortized or depreciated acceptance provisions have lapsed, or the Group has
goods sold and services rendered is net of variable
These amounts represent liabilities for goods and in the same manner as the asset to which it pertains. objective evidence that all criteria for acceptance have
consideration on account of various discounts and
services provided to the Group prior to the end of The estimated future costs of decommissioning are been satisfied. Revenue from the sale of goods is
schemes offered by the Group as part of the contract.
the financial year which are unpaid. The amounts are reviewed annually and any changes in the estimated measured at the fair value of the consideration received
Revenue is recognized when the control is transferred
unsecured and are usually paid within 30-60 days of future costs or in the discount rate applied are adjusted or receivable, net of returns and allowances, trade
to the customer and when the Group has completed its
recognition. Trade and other payables are presented as from the cost of the asset. discounts and volume rebates. Discounts and rebates
performance obligations under the contracts.
current liabilities unless payment is not due within 12 are estimated based on accumulated experience.
months after the reporting period. They are recognized Contingent liabilities and Contingent assets At the inception of the new contractual arrangement Certain subsidiaries of the Group provide normal
initially at their fair value and subsequently measured at 
Contingent liabilities are disclosed when there is with the customer, the Group identifies the performance warranty provisions for general repairs for one year on
amortized cost using the effective interest method. a possible obligation arising from past events, the obligations inherent in the agreement. The terms of the all its products sold, in line with the industry practice.
existence of which will be confirmed only by the contracts are such that the services to be rendered A liability is recognized at the time the product is sold.
(n) Provisions and contingencies occurrence or non-occurrence of one or more represent a series of services that are substantially Revenue is deferred and recognized on a straight-
uncertain future events not wholly within the control of the same with the same pattern of the transfer to line basis over the extended warranty period in case
Provisions
the Group or a present obligation that arises from past the customer. warranty is provided to customer for a period beyond
A provision is recognized when the Group has a one year.
events where it is either not probable that an outflow Revenue is recognized as follows:
present legal or a constructive obligation as a result
of resources will be required to settle, or a reliable
of past event and it is probable that an outflow of (i) Revenue from services represents the amounts Rendering of services
estimate of the amount cannot be made. Contingent
resources will be required to settle the obligation, receivable for services rendered.
asset is not recognized and is disclosed only where an In contracts involving the rendering of services, revenue
in respect of which a reliable estimate can be made.
inflow of economic benefits are probable. (ii) 
F or contract-based business (Expressed or is measured using the proportionate completion
Provisions are recognized for legal claims and service
implied), revenue represents the sales value of method when no significant uncertainty exists
warranties. Provisions are not recognized for future
Liabilities recognized in a business combination work carried out for customers during the period. regarding the amount of the consideration that will be
operating losses.

A contingent liability recognized in a business Such revenues are recognized in the period in derived from rendering the service. When the contract
Where there are a number of similar obligations, the combination is initially measured at its fair value. which the service is rendered. outcome cannot be measured reliably, revenue is
likelihood that an outflow will be required in settlement Subsequently, it is measured at the higher of the recognized only to the extent that the expenses
is determined by considering the class of obligations as (iii) Unbilled revenue (contract assets) net of expected incurred are eligible to be recovered.
amount that would be recognized in accordance with
a whole. A provision is recognized even if the likelihood deductions is recognized at the end of each
the requirements for provisions above or the amount Estimates of revenue, costs or extent of progress
of an outflow with respect to any one item included in period. Such unbilled revenue is reversed in the
initially recognized less, when appropriate, cumulative towards completion are revised if circumstances
the same class of obligations may be small. subsequent period when actual invoice is raised.
amortization recognized in accordance with the change. Any resulting increases or decreases in
Provisions are measured at the present value of requirements for revenue recognition. (iv) Unearned income (contract liabilities) represents estimated revenue or costs are reflected in profit or
management’s best estimate of the expenditure revenue billed but for which services have not loss in the period in which the circumstances that give
required to settle the present obligation at the end (o) Government grants yet been performed. The same is released to rise to the revision become known to the management.
of the reporting period. The discount rate used to Grants from the Government are recognized at their the statement of profit and loss as and when the
determine the present value is the pre-tax rate that transaction cost where there is a reasonable assurance services are rendered. Multiple-element arrangements
reflects current market assessments of the time value of that the grant will be received, and the Group will (v) Revenue from the use of assets such as rent for When a sales arrangement contains multiple elements,
money and the risks specific to the liability. The increase comply with all attached conditions. using property, plant and equipment is recognized such as services, material and maintenance, revenue for
in provision due to the passage of time is recognized as on a straight-line basis over the terms of the each element is determined based on each element’s
an interest expense. related leases unless payments are structured fair value.

260 SIS Limited Annual Report 2022-23 261


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

Revenue recognition for delivered elements is limited The consolidated financial statements of the Group are OCI. On disposal of a foreign operation, the component unutilized accumulated compensated absences and
to the amount that is not contingent on the future presented in Indian Rupee (H) which is also the Parent’s of OCI relating to that particular foreign operation is utilize it in future periods or receive cash at retirement
delivery of products or services, future performance functional currency. recognized in profit or loss. or termination of employment. The expected cost of
obligations or subject to customer-specified return or accumulating compensated absences is determined
Transactions in foreign currencies are initially recorded On consolidation, exchange differences arising from
refund privileges. by actuarial valuation (using the projected unit credit
by the entities of the Group at their respective the translation of any net investment in foreign entities,
method) based on the additional amount expected to
The undiscounted cash flows from the arrangement functional currency spot rates prevailing at the date the and of borrowings and other financial instruments
be paid as a result of the unused entitlement that has
are periodically estimated and compared with the transaction first qualifies for recognition. designated as hedge of such investments, are
accumulated at the balance sheet date. The expense on
unamortized costs. If the unamortized costs exceed recognized in other comprehensive income. When
Monetary assets and liabilities denominated in foreign non-accumulating compensated absences is recognized
the undiscounted cash flow, a loss is recognized. a foreign operation is sold, the associated exchange
currencies are translated at the functional currency in the statement of profit and loss in the year in which
differences are reclassified to profit or loss, as part of
spot rates prevailing at the reporting date. the absences occur. Re-measurements arising out of
Interest income the gain or loss on sale.
actuarial gains/losses are immediately taken into the
For all financial asset measured either at amortized cost Subsequently, differences arising on restatement or
Any goodwill arising on the acquisition of a foreign statement of profit and loss and are not deferred.
or at fair value through other comprehensive income, settlement of monetary items are recognized in profit
operation and any fair value adjustments to the
interest income is recorded using the effective interest or loss with the exception of monetary items that are In respect of those employees who are entitled to an
carrying amounts of assets and liabilities arising on
rate (EIR). EIR is the rate that exactly discounts the designated as part of the hedge of the Group’s net encashment of the leave at the end of every calendar
the acquisition are treated as assets and liabilities of
estimated future cash payments or receipts over the investment of a foreign operation or a monetary item year, a provision is created to account for the liability.
the foreign operation and translated at the spot rate of
expected life of the financial instrument or a shorter for which settlement is neither planned nor likely to
exchange at the reporting date. The obligations are presented as current liabilities
period, where appropriate, to the gross carrying amount occur in foreseeable future is considered as part of
in the balance sheet if the entity does not have an
of the financial asset or to the amortized cost of a the entity’s net investment in that foreign operation.
(r) Employee Benefits unconditional right to defer settlement for at least
financial liability. When calculating the effective interest These are recognized in OCI until the net investment
The Group’s employee benefits mainly include wages, twelve months after the reporting date, regardless of
rate, the Group estimates the expected cash flows by is disposed of, at which time, the cumulative amount
salaries, bonuses, compensated absences, defined when the actual settlement is expected to occur.
considering all the contractual terms of the financial is reclassified to profit or loss. Tax charges and credits
attributable to exchange differences on those monetary contribution to plans, defined benefit plans and
instrument (for example, prepayment, extension, Post-employment obligations
items are also recorded in OCI. share-based payments. The employee benefits are
call and similar options) but does not consider the
recognized in the year in which the associated services 
The Group operates the following post-
expected credit losses. Interest income is included in Non-monetary items that are measured in terms of are rendered by the employees of the Group. employment schemes:
other income in the statement of profit and loss. historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial transactions (a) Defined contribution plans such as provident fund,
Short-term obligations
Dividends and translation differences are recognized in OCI with employees’ state insurance, superannuation funds

Liabilities for wages and salaries, including non- and central provident fund; and
Dividend income from investments is recognized in the accumulation in other equity as foreign currency
monetary benefits and compensated absences
profit or loss as other income when the Group’s right translation reserve. Non-monetary items measured (b) Defined benefit plans such as gratuity.
expected to be settled within twelve months after the
to receive payments is established, it is probable that at fair value in a foreign currency are translated using
end of the period in which the employees render the
the economic benefits associated with the dividend will the exchange rates at the date when the fair value is Defined contribution plan
related service are recognized in respect of employees'
flow to the Group, and amount of the dividend can be determined. The gain or loss arising on translation of
services up to reporting date and are measured at The Group’s policy is to contribute on a defined
measured reliably. non-monetary items measured at fair value is treated in
the amounts expected to be paid when the liabilities contribution basis for eligible employees, to
line with the recognition of the gain or loss on the change
are settled. The liability for compensated absences is Employees’ Provident Fund, Employees’ Pension
Rental income in fair value of the item (i.e., translation differences on
recognized in the provision for employee benefits. All Scheme and Employees’ State Insurance Scheme

Rental income arising from operating leases on items whose fair value gain or loss is recognized in OCI
other short-term employee benefit obligations are towards post‑employment benefits, all of which
investment properties is accounted for on a straight- or profit or loss are also recognized in OCI or profit or
presented as employee benefits payable under other are administered by the respective Government
line basis over the lease term unless payments are loss, respectively).
financial liabilities, current. authorities, and has no further obligation beyond
structured to increase in line with the expected The equity items denominated in foreign currencies are making its contribution which is expected in the year in
general inflation to compensate for the lessor’s translated at historical cost. Bonus which it pertains. The contributions are accounted for
expected inflationary cost increase and is included in as defined contribution plans and the contributions are
On consolidation, the assets and liabilities of foreign The Group recognizes a liability and an expense for
revenue in the statement of profit or loss due to its recognized as employee benefit expense when they are
operations are translated into INR at the rate of exchange bonuses. The Group recognizes a provision where
operating nature. due. Prepaid contributions are recognized as an asset
prevailing at the reporting date and their statements contractually or legally obliged or where there is a past
practice that has created a constructive obligation. to the extent that a cash refund or a reduction in the
(q) Foreign currency transaction and balances of profit or loss are translated at average exchange
future payments is available.
rates (unless this is not a reasonable approximation
Items included in the financial statements of each entity Compensated absences/Leave obligations
of the cumulative effect of the rates prevailing on the In respect of entities of the Group not incorporated
of the Group are measured using the currency of the
transaction dates, in which case income and expenses The employees of the entities of the Group are entitled in India, contributions to superannuation funds are
primary economic environment in which the entity
are translated at the exchange rates prevailing at the to compensated absences which are both accumulating recognized as an employee benefit expense as they
operates (“the functional currency’).
dates of the transactions). The exchange differences and non-accumulating in nature. The employees become payable. The Group pays fixed contributions
arising on translation for consolidation are recognized in can carry forward up to a specified portion of the into independent entities in relation to several state

262 SIS Limited Annual Report 2022-23 263


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

plans and insurance for individual employees. The 


Remeasurements, comprising of actuarial gains awards include a market or non-vesting condition, (ii) The Group has the right to obtain substantially all
central provident fund is an employment based savings and losses, the effect of the asset ceiling, excluding the transactions are treated as vested irrespective of the economic benefits from use of the identified
scheme with employers and employees contributing amounts included in net interest on the net defined of whether the market or non-vesting condition is asset throughout the period of use, considering its
a mandated amount to the Fund. The Group has no benefit liability and the return on plan assets (excluding satisfied, provided that all other performance and/or rights within the defined scope of the contract
further obligation beyond making its contribution amounts included in net interest on the net defined service conditions are satisfied.
(iii) The Group has the right to direct the use of the
which is expected in the year in which it pertains. benefit liability), are recognized immediately in the
The dilutive effect of outstanding options is reflected as identified asset throughout the period of use.
Prepaid contributions are recognized as an asset to the balance sheet with a corresponding debit or credit to
additional share dilution in the computation of diluted
extent that a cash refund or a reduction in the future retained earnings through other comprehensive income The Group assesses whether it has the right to direct
earnings per share.
payments is available. in the period in which they occur. Remeasurements are ‘how and for what purpose’ the asset is used throughout
not reclassified to profit or loss in subsequent periods. the period of use.
(s) Borrowing costs
Defined Benefit Plan
Equity settled stock-based compensation Borrowing costs include interest calculated on the Measurement and recognition of leases as a lessee
In India, the Group has a defined benefit plan, viz.,
effective interest rate method, other costs incurred in
Gratuity, for all its employees, and the Group’s policy is to Employees (including senior executives) of the Group At lease commencement date, the Group recognizes
connection with borrowing and exchange differences
determine the liability for this benefit and to accrue and receive remuneration in the form of share-based a right-of-use asset (‘ROU’) and a corresponding lease
arising from foreign currency borrowings to the
provide for the same as determined by an independent payments, whereby employees render services as liability on the balance sheet. The right-of-use asset
extent that they are regarded as an adjustment to the
actuarial valuation. A portion of this liability for gratuity consideration for equity instruments (equity-settled is measured at cost, which comprises of the initial
interest cost. General and specific borrowing costs
is contributed by some subsidiaries, associates and transactions). measurement of the lease liability, any initial direct
directly attributable to the acquisition, construction
joint ventures to Group’s gratuity policies administered costs incurred by the Group, an estimate of any costs to
The cost of equity-settled transactions is determined or production of the assets that necessarily take
and operated by reputed insurance companies. The dismantle and remove the asset at the end of the lease,
by the fair value at the date when the grant is made a substantial period of time to get ready for their
liability or asset is recognized in the balance sheet in and any lease payments made in advance of the lease
using an appropriate valuation model. The fair value of intended use or sale (‘qualifying assets’), are added to
respect of gratuity plans is the present value of the commencement date (net of any incentives received).
options granted under various Employee stock option the cost of those assets, until such time as the assets
defined benefit obligation at the end of the reporting
plans is recognized as an employee benefits expense are substantially ready for their intended use or sale. The Group depreciates the right-of-use assets using
period less the fair value of plan assets. The defined
with a corresponding increase in equity (stock option All other borrowing costs are expensed in statement the written down value method (and straight-line
benefit is actuarially determined (using the projected
outstanding account). of profit and loss within finance costs in the period in method in respect of certain subsidiaries) from the
unit credit method) at the end of each year.
which they are incurred. lease commencement date to the earlier of the end of
The total expense is recognized over the vesting period,
Present value of the defined benefit obligation is the useful life of the right-of-use asset or the end of the
which is the period over which all of the specified vesting
determined by discounting the estimated future cash (t) Exceptional items lease term. The Group also assesses the right-of-use
conditions are to be satisfied. At the end of each period,
outflows by reference to market yields on government Exceptional items refer to items of income or expense asset for impairment when such indicators exist.
the entity revises its estimates of the number of options
bonds at the end of the reporting periods, that have within the statement of profit and loss from ordinary
that are expected to vest based on the non-market IndAS116 requires lessees to determine the lease term
approximately similar terms to the related obligation. activities which are non-recurring and are of such size,
vesting and service conditions. It recognizes the impact as the non-cancellable period of a lease adjusted with
The Group recognizes the following changes in the of the revision to original estimates in the period of nature or incidence that their separate disclosure is an option to extend or terminate the lease, if the use
net defined benefit obligation as an expense in the change, if any, in the profit or loss, with corresponding considered necessary to explain the performance of of such option is reasonably certain. The lease term in
consolidated statement of profit and loss: adjustment to equity. the Group. future periods is reassessed to ensure that the lease
term reflects the current economic circumstances.
• Service costs comprising current service costs, past- Service and non-market performance conditions are (u) Leases
service costs, gains and losses on curtailments and not taken into account when determining the grant Extension and termination options are included in a
Group as a lessee
non-routine settlements; and date fair value of awards, but the likelihood of the number of leases across the Group. These are used to
conditions being met is assessed as part of the Group's The Group’s lease asset classes primarily consist of maximize operational flexibility in terms of managing the
• Net interest expense or income leases for buildings, vehicles and equipments. For
best estimate of the number of equity instruments that assets used in the Group’s operations. The majority of
Past service costs are recognized in profit or loss on the will ultimately vest. Market performance conditions, if any new contracts, the Group assesses whether a extension and termination options held are exercisable
earlier of: any, are reflected within the grant date fair value. Any contract is, or contains a lease. A lease is defined as ‘a only by the Group and not by the respective lessor.
other conditions attached to an award, but without contract, or part of a contract, that conveys the right
• The date of the plan amendment or curtailment, and to use an asset (the underlying asset) for a period in At the commencement date, the Group measures the
an associated service requirement, are considered to
exchange for consideration’. To apply this definition the lease liability at the present value of the lease payments
• The date that the Group recognizes related be non-vesting conditions. Non-vesting conditions are
Group assesses whether the contract meets three key unpaid at that date, discounted using the interest rate
restructuring costs. reflected in the fair value of an award and lead to an
evaluations which are whether: implicit in the lease if that rate is readily available or the
immediate expensing of an award unless there are also
The net interest is calculated by applying the discount Group’s incremental borrowing rate. Lease payments
service and/or performance conditions. (i) the contract contains an identified asset, which
rate to the net balance of the defined benefit obligation included in the measurement of the lease liability are
and the fair value of plan assets. This cost is included No expense is recognized for awards that do not is either explicitly identified in the contract or comprises of fixed payments (including in substance
in the employee benefit expense in the statement of ultimately vest because non-market performance implicitly specified by being identified at the time fixed), variable payments based on an index or rate,
profit and loss. and/or service conditions have not been met. Where the asset is made available to the Group amounts expected to be payable under a residual
value guarantee and payments arising from options
reasonably certain to be exercised.

264 SIS Limited Annual Report 2022-23 265


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

Subsequent to initial measurement, the liability will Leases are classified as finance leases when (w) Earnings per share of equity instruments are treated equally or the
be reduced for payments made and increased for substantially all of the risks and rewards of ownership Basic earnings per share are calculated by dividing distributed asset is ultimately controlled by the same
interest. It is remeasured to reflect any reassessment transfer from the Group to the lessee. Amounts due the net profit for the period attributable to equity party or parties both before and after the distribution,
or modification, or if there are changes in in-substance from lessees under finance leases are recorded as shareholders of the Parent (after deducting preference and at fair value of the assets to be distributed in other
fixed payments. When the lease liability is remeasured, receivables at the Group’s net investment in the leases. dividends and attributable taxes) by the weighted cases, with such value recognized directly in equity. For
the corresponding adjustment is reflected in the Finance lease income is allocated to accounting periods average number of equity shares outstanding during this purpose, a group of individuals shall be regarded
right‑of-use asset, or profit and loss if the right-of-use so as to reflect a constant periodic rate of return on the the period. as controlling an entity when, as a result of contractual
asset is already reduced to zero. net investment outstanding in respect of the lease. arrangements, they collectively have the power to
Partly paid equity shares are treated as a fraction of govern its financial and operating policies so as to
The Group has elected to account for short-term leases an equity share to the extent that they were entitled
(v) Impairment of non-financial assets obtain benefits from its activities, and that ultimate
and leases of low-value assets using the practical to participate in dividends relative to a fully paid equity
Goodwill and intangible assets that have an indefinite collective power is not transitory. Upon distribution of
expedients. Instead of recognizing a right-of-use asset share during the reporting period. The weighted
useful life are not subject to amortization and are non-cash assets, any difference between the carrying
and lease liability, the payments in relation to these are average number of equity shares outstanding during
tested annually for impairment, or more frequently amount of the liability and the carrying amount of the
recognized as an expense in profit or loss on a straight- the period is adjusted for events of bonus issue; bonus
if events or changes in circumstances indicate that assets distributed is recognized in the statement of
line basis over the lease term. element in a rights issue to existing shareholders; share
they might be impaired. Other non-financial assets, profit and loss.

Lease liability and right-of-use assets have been split; and reverse share split (consolidation of shares).
other than inventories and deferred tax assets, are
separately presented in the notes to the financial tested for impairment whenever events or changes in Diluted Earnings per share amounts are computed (y) Segment Reporting
statements under ‘Other financial liability’ and circumstances indicate that the carrying amount may by dividing the net profit attributable to the equity 
Operating segments are reported in a manner
‘Property, plant and equipment’ (except those meeting not be recoverable. An impairment loss is recognized holders of the Parent (after deducting preference consistent with the internal reporting provided to the
the definition of investment property) respectively. for the amount by which the asset’s carrying amount dividends and attributable taxes but after adjusting the chief operating decision maker.
Lease payments have been classified as ‘cash flows exceeds its recoverable amount. after income tax effect of interest and other financing
from financing activities’. The Board of Directors of SIS Limited have appointed
cost associated with dilutive potential equity shares)
The recoverable amount is the higher of its fair value a Group management committee which assesses the
Short-term leases and leases of low-value assets: by the weighted average number of equity shares
less cost of disposal and its value-in-use. Value-in- financial performance and position of the Group and
considered for deriving basic earnings per share and
The Group has elected not to recognize ROU and lease use is the present value of future cash flows expected makes strategic decisions.
also the weighted average number of equity shares
liabilities for short-term leases that have a lease term of to be derived from the asset. For the purposes of
that could have been issued upon conversion of all The accounting policies adopted for segment reporting
twelve months or less and leases of low value assets. impairment testing, assets are grouped at the lowest
dilutive potential equity shares. The diluted potential are in conformity with the accounting policies adopted
The Group recognizes lease payments associated with levels for which there are separately identifiable cash
equity shares are adjusted for the proceeds receivable for the Group. Further, inter-segment revenue is
these leases as an expense on a straight-line basis over flows which are largely independent of the cash inflows
had the shares been actually issued at fair value (i.e., accounted for based on the transaction price agreed
the lease term. from other assets or group of assets (cash-generating
the average market value of the outstanding shares). to between segments which is primarily market based.
units or CGU). Impairment occurs when the carrying
Dilutive potential equity shares are deemed converted Revenue and expenses are identified to segments on
Group as a lessor amount of a CGU including the goodwill, exceeds the
as at the beginning of the year, unless issued at a later the basis of their relationship to the operating activities
estimated recoverable amount of the CGU. For the

Leases in which the Group does not transfer date. Dilutive potential equity shares are determined of the segment. Revenue and expenses, which relate to
purpose of impairment testing, goodwill acquired in a
substantially all the risks and rewards of ownership independently for each year presented. the Group as a whole and are not allocable to segments
business combination is allocated to the Group’s CGUs
of an asset are classified as operating leases. Rental on a reasonable basis, are included under “Unallocated
expected to benefit from the synergies arising from
income from operating lease is recognized on a (x) Cash dividend and non-cash distribution to equity corporate expenses/income”.
the business combination. Total impairment loss of a
straight-line basis over the term of the relevant lease holders of the Parent
CGU is allocated first to reduce the carrying amount
unless payments are structured to increase in line The Group recognizes a liability to make cash or (z) Cash flow statement
of goodwill allocated to the CGU and then to the other
with the expected general inflation to compensate for non‑cash distributions to equity holders of the Group Cash flows are reported using the indirect method,
assets of the CGU, pro-rata on the basis of the carrying
the expected inflationary cost increase under “Other when the distribution is authorized and the distribution whereby profit for the period is adjusted for the effects
amount of each asset in the CGU. An impairment loss on
Income” in the statement of Profit and Loss. Initial is no longer at the discretion of the Group. A of transactions of a non-cash nature, any deferrals or
goodwill recognized in the statement of profit and loss
direct costs incurred in negotiating and arranging an corresponding amount is recognized directly in equity. accruals of past or future operating cash receipts or
is not reversed in the subsequent period. Non-financial
operating lease are added to the carrying amount of payments and item of income or expenses associated
assets other than goodwill that suffered an impairment Non-cash distributions are measured at the carrying
the leased asset and recognized over the lease term on with investing or financing cash flows. The cash flows
are reviewed for possible reversal of impairment at the value of the assets to be distributed in case of
the same basis as rental income. Contingent rents are from operating, investing and financing activities of the
end of each reporting period. distributions in which all owners of the same class
recognized as revenue in the period in which they are Group are segregated.
earned. The respective leased assets are included in
the balance sheet based on their nature.

266 SIS Limited Annual Report 2022-23 267


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

(aa) Business combination Transaction costs that the Group incurs in connection 3. Significant accounting judgments, estimates • Whether forward contract or call and put options to
Business combinations have been accounted for using with a business combination such as finder’s fees, legal and assumptions purchase non-controlling interests result in transfer
the acquisition method under the provisions of Ind AS fees, due diligence fees, and other professional and of risks and rewards of ownership by non-controlling
consulting fees are expensed as incurred. Use of estimates and judgment interests – Note 34
103, Business Combinations.
The preparation of the financial statements in
The cost of an acquisition is measured at the fair value of • Recognition of deferred tax assets for carried
2.5 Recent Indian Accounting Standards (Ind AS) conformity with Ind AS requires management to make
the assets transferred, equity instruments issued, and forward of tax losses – Note 8
Ministry of Corporate Affairs (“MCA”) notifies new judgments, estimates and assumptions that affect the
liabilities incurred or assumed at the date of acquisition, application of accounting policies and the reported • Consolidation decisions and classification of joint
standard or amendments to the existing standards
which is the date on which control is transferred to amounts of assets, liabilities, income and expenses arrangements – Note 39
under Companies (Indian Accounting Standards) Rules
the Group. The cost of acquisition also includes the and other comprehensive income (OCI) that are
as issued from time to time. On March 31, 2023, MCA • Impairment of trade receivables – Note 11
fair value of any contingent consideration. Identifiable reported and disclosed in the financial statements and
amended the Companies (Indian Accounting Standards)
assets acquired and liabilities and contingent liabilities accompanying notes. • Whether assets held for distribution to owners meet
Rules, 2015 by issuing the Companies (Indian Accounting
assumed in a business combination are measured the definition of discontinued operations – Note 2.4.k
Standards) Amendment Rules, 2023, applicable from Estimates and underlying assumptions are reviewed
initially at their fair value on the date of acquisition.
April 01, 2023, as below: on an ongoing basis. They are based on historical
The interest of non-controlling shareholders is initially Impairment
experience and other factors including expectations of
measured either at fair value or at the non-controlling Ind AS 1 – Presentation of Financial Statements future events that may have a financial impact on the The Group assess impairment at each reporting date
interests’ proportionate share of the acquiree’s The amendments require companies to disclose their Group and that are believed to be reasonable under by evaluating conditions specific to the Group that may
identifiable net assets. The choice of measurement material accounting policies rather than their significant the circumstances. Revisions to accounting estimates lead to impairment of assets. Where an impairment
basis is made on an acquisition-by-acquisition basis. accounting policies. Accounting policy information, are recognized in the period in which the estimates are trigger exists, the recoverable amount of the asset is
Subsequent to acquisition, the carrying amount of together with other information, is material when it revised and in any future periods affected. determined. Value-in-use calculations performed in
non‑controlling interests is the amount of those can reasonably be expected to influence decisions of assessing recoverable amounts incorporate a number
interests at initial recognition plus the non-controlling primary users of general purpose financial statements. Judgments of key estimates. There are no reasonable foreseeable
interests’ share of subsequent changes in equity The Group does not expect this amendment to have changes in these key estimates which would have
In the process of applying the Group's accounting
of subsidiaries. any significant impact in its financial statements. caused an impairment of these assets.
policies, management has made various judgments,
When the consideration transferred by the Group in which have the most significant effect on the amounts
Ind AS 12 – Income Taxes Share-based payments
a business combination includes assets or liabilities recognized in the consolidated financial statements.
resulting from a contingent consideration arrangement, 
The amendments clarify how companies account 
Estimating fair value for share-based payment
This note provides an overview of the areas that transactions requires determination of the most
the contingent consideration is measured at its for deferred tax on transactions such as leases and
involved a higher degree of judgment or complexity, appropriate valuation model, which is dependent on
acquisition-date fair value and included as part of the decommissioning obligations. The amendments
and of items which are more likely to be materially the terms and conditions of the grant. This estimate
consideration transferred in a business combination. narrowed the scope of the recognition exemption
adjusted due to estimates and assumptions turning also requires determination of the most appropriate
Changes in the fair value of the contingent consideration in paragraphs 15 and 24 of Ind AS 12 (recognition
out to be different than those originally assessed. inputs to the valuation model including the expected
that qualify as measurement period adjustments exemption) so that it no longer applies to transactions
Detailed information about each of these estimates life of the stock option, volatility and dividend yield and
are adjusted retrospectively, with corresponding that, on initial recognition, give rise to equal taxable and
and judgments is included in relevant notes together making assumptions about them. The assumptions and
adjustments against goodwill or capital reserve, as the deductible temporary differences. The Group does not
with information about the basis of calculation for each models used for estimating fair value for share-based
case may be. expect this amendment to have any significant impact
affected line item in the financial statements. payment transactions are disclosed in note 28.
in its financial statements.
The subsequent accounting for changes in the fair
value of contingent consideration that do not qualify Critical estimates and judgments Taxes
Ind AS 8 – Accounting Policies, Changes in
as measurement period adjustments depends on how The areas involving critical estimates or judgments are:
Accounting Estimates and Errors Deferred tax assets are recognized for unused tax
the contingent consideration is classified. Contingent
The amendment has introduced a definition of • Estimation of current tax expense and payable – losses to the extent that it is probable that taxable
consideration that is classified as an asset or a liability
‘accounting estimates’ and included amendments to Ind Note 8 profit will be available against which the losses can be
is measured at fair value at subsequent reporting dates
AS 8 to help entities distinguish changes in accounting utilized. Significant management judgment is required
with the corresponding gain or loss being recognized in • Estimated useful life of intangible assets – Note 2.4.d
policies from changes in accounting estimates. The to determine the amount of deferred tax assets that
profit or loss. Contingent consideration that is classified
effective date for adoption of this amendment is annual • Estimation of defined benefit obligation – Note 28 can be recognized, based upon the likely timing and the
as equity is not remeasured at subsequent reporting
periods beginning on or after April 01, 2023. The Group level of future taxable profits together with future tax
dates and its subsequent settlement is accounted • Estimation of provision for warranty claims – Note 20
does not expect this amendment to have any significant planning strategies. [refer note 8]
within equity.
impact in its financial statements. • Estimation of fair value of contingent liabilities and
When a business combination is achieved in stages, the liability towards forward contract or call and put
Group’s previously held equity interest in the acquiree options to purchase non-controlling interests in a
is remeasured to its acquisition date fair value, and the business combination – Note 34
resulting gain, if any, is recognized in profit or loss.

268 SIS Limited Annual Report 2022-23 269


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise

Defined benefit plans (gratuity benefits) Intangible asset under development

894.64
99.00
692.94
229.92
629.38
116.30
129.63
2,791.81
23.22
2,815.03
Net carrying
value as
at March
31, 2022

Net carrying
value as
at March
31, 2023

901.98
156.49
838.76
229.95
732.04
113.51
133.15
3,105.88
194.93
3,300.81
The cost of the defined benefit gratuity plan and The Group capitalizes development costs for a project
other post-employment benefits and the present in accordance with the accounting policy. Initial
value of the gratuity obligation are determined using capitalization of costs is based on management’s

855.25
164.77
582.34
479.09

3,346.99
As at
March
31,2022

659.05
371.35
235.14

-
3,346.99

As at
March
31, 2023

1,137.73
229.07
877.98
522.54
718.41
418.32
293.88
(42.98) 4,197.93
-
(42.98) 4,197.93
actuarial valuations. An actuarial valuation involves judgment that technological and economic feasibility
making various assumptions that may differ from is confirmed. In determining the amounts to be
actual developments in the future. These include capitalized, management makes assumptions regarding
the determination of the discount rate, future salary the expected future cash generation of the project,

(10.55)

(8.00)
(4.67)
(15.23)

(4.93)
9.06
-
3.44
3.29
10.27
-
3.65
29.71
-
29.71
Sale and Translation
the year adjustments adjustments

0.39

0.01

-
Sale and Translation
the year adjustments adjustments
increases and mortality rates. Due to the complexities discount rates to be applied and the expected period
involved in the valuation and its long-term nature, a of benefits. [refer note 5]

Accumulated depreciation
Accumulated depreciation
defined benefit obligation is highly sensitive to changes

(125.59)

(125.59)

(220.00)

(220.00)
(41.92)

(188.03)
(3.57)
(1.51)
(9.03)
(0.81)
(31.10)
(21.48)
(59.56)
(1.10)
(2.51)
in these assumptions. All assumptions are reviewed at Leases

6.65
6.04
2.34

-
each reporting date. Ind AS 116 requires lessees to determine the lease

The mortality rate is based on publicly available term as the non-cancellable period of a lease adjusted
mortality tables. Those mortality tables tend to change with any option to extend or terminate the lease, if the

292.83
31.36
157.82
66.57

868.78
Charge for

212.51
64.67
43.02

-
868.78

Charge for

334.95
57.26
297.60
45.78
262.62
50.53
65.18
1,113.92
-
1,113.92
only at interval in response to demographic changes. use of such option is reasonably certain. The Group
Future salary increases and gratuity increases are based makes an assessment on the expected lease term on
on expected future inflation rates for the respective a lease-by-lease basis and there by assesses whether

562.39
134.22
452.18
430.71

2,574.09
As at
April 01,
2021

495.83
307.78
190.98

-
2,574.09

As at
April 01,
2022

855.25
164.77
582.34
479.09
659.05
371.35
235.14
3,346.99
-
3,346.99
countries. [refer note 28] it is reasonably certain that any options to extend or
terminate the contract will be exercised. In evaluating
Fair value measurement of financial the lease term, the Group considers factors such as
instruments any significant leasehold improvements undertaken

1,749.89
263.77
1,275.28
709.01
As at
March
31, 2022

1,288.43
487.65
364.77
6,138.80
23.22
6,162.02

As at
March
31, 2023

2,039.71
385.56
1,716.74
752.49
1,450.45
531.83
427.03
(76.48) 7,303.81
194.93
(77.79) 7,498.74
over the lease term, costs relating to the termination
When the fair values of financial assets and financial
of the lease, the importance of the underlying asset
liabilities recorded in the balance sheet cannot be
to SIS’s operations taking into account the location of
measured based on quoted prices in active markets,

(25.04)
(0.73)
(10.42)
(7.08)
(26.24)

(6.99)

(1.31)
the underlying asset and the availability of suitable

18.98
-
5.18
4.73

0.40
52.75
Sale and Translation
adjustments adjustments

18.25
-
5.21
52.35

Sale and Translation


adjustments adjustments

0.02
their fair value is measured using valuation techniques
alternatives. The lease term in future periods is
including the Discounted Cash Flows model. The
reassessed to ensure that the lease term reflects the
inputs to these models are taken from observable
current economic circumstances. [refer note 16].

(183.78)

(269.34)

(288.38)

(296.75)
markets where possible, but where this is not feasible,

(53.53)

(4.52)

(221.85)
(6.89)
(2.58)

(8.37)
(27.15)

(47.28)

(105.40)
(1.47)
(2.54)

(85.56)
-

0.06

0.99
a degree of judgment is required in establishing fair

Gross block
values. Judgments include considerations of inputs

Gross block
such as liquidity risk, credit risk and volatility. Changes

during the

247.34
34.16

58.01
1,174.37

during the
Additions

year

411.75
35.72
271.92
48.84
66.63
1,116.36

Additions

year

266.54
91.71
418.35
48.02
390.32
51.05
69.06
1,335.05
180.16
1,515.21
in assumptions about these factors could affect the
reported fair value of financial instruments. [refer
note 19]

15.67
Acquired
on business
acquisition

-
-
-
-
15.67
-
-

-
15.67

Acquired
on business

1.55
acquisition

101.85
30.81
38.05

19.79
-
2.77
194.82
1.23
196.05
Property, plant and equipment

As at
April 01,
2021

1,510.72
229.61
905.63
668.50
1,087.99
440.28
295.47
5,138.20
50.37
5,188.57

As at
April 01,
2022

1,749.89
263.77
1,275.28
709.01
1,288.43
487.65
364.77
6,138.80
23.22
6,162.02
All amounts in C Million, unless stated otherwise

*Includes building on leasehold land.


Year ended March 31, 2022

Year ended March 31, 2023


Capital work-in-progress

Capital work-in-progress
Leasehold improvement

Leasehold improvement
Plant and Machinery #

Plant and Machinery #


Computer equipment

Computer equipment
Furniture and Fixture

Furniture and Fixture


Office equipment

Office equipment
Description of assets

Description of assets
Grand total

Grand total
Buildings *#

Buildings *#
#

Vehicles #
Vehicles
4.

270 SIS Limited Annual Report 2022-23 271


#
4.

(i)

272
Total
Total

Particulars
Particulars
Particulars

– Projects in progress *
– Projects in progress *
Translation adjustments
Translation adjustments

Additions during the year


Additions during the year

Depreciation during the year


Depreciation during the year

Balance as on March 31, 2023


Balance as on March 31, 2022
Balance as on March 31, 2021

Acquired on business acquisition

Year ended March 31, 2023


Year ended March 31, 2022

(iii) Contractual obligation


All amounts in C Million, unless stated otherwise

Derecognized/adjustments during the year


Derecognized/adjustments during the year

Capital work-in-progress (CWIP)

SIS Limited Annual Report 2022-23


Leadership Position. Burgeoning Market.

181.37
181.37
<1 year
23.22
23.22
<1 year
Property, plant and equipment (Contd.)

Refer note 16 for disclosure of related lease liabilities.

(ii) Property, Plant and Equipment pledged as security


Building

13.56
13.56
1-2 years
-
-
1-2 years
808.01
257.89
101.85
805.12
9.92
247.34
845.36

(287.84)
(9.66)

(14.50)
(330.72)
(11.63)

* Includes plant and machinery pending put to use as per terms of the agreements.
Notes to the Financial Statements (Contd.)

-
-
2-3 years
-
-
2-3 years
41.26
24.81
-
29.05
0.75
24.02
17.71
Vehicles

(12.48)
(0.95)

(1.43)
(11.16)
(0.01)
Right-of use assets included above in building, vehicles and plant and machinery is mentioned below:

-
-
More than 3 years
-
-
More than 3 years
8.44
-
12.00
-
0.85
0.44
0.52
5.67
Machinery
Plant and

(0.06)
(5.72)

(0.03)
(4.38)

Refer to note 15 for information on property, plant and equipment pledged as security by the Group.

Refer note 34 (a) for disclosure of contractual commitment for the acquisition of property, plant and equipment.
Total
Total

194.93
194.93
23.22
23.22
857.71
294.70
101.85
835.02
10.61
271.88
868.74
Total

(306.04)
(10.17)

(15.96)
(346.26)
(11.64)

All amounts in C Million, unless stated otherwise

5. Goodwill and Other Intangible assets


Year ended March 31, 2022
Gross block Accumulated amortization/Impairment loss Net carrying
Acquired Additions As at As at value as
Description of assets As at April Sale and Translation As at April Charge for Sale and Translation
on business during the March March at March
01, 2021 adjustments adjustments 01, 2021 the year adjustments adjustments 31, 2022
acquisition year 31, 2022 31, 2022

Goodwill 14,224.16 51.88 - - 240.77 14,516.81 2,810.95 - - 59.23 2,870.18 11,646.63


Other Intangible assets
Computer software * 331.96 - 134.68 - 19.62 486.26 173.44 66.25 - 10.91 250.60 235.66
License and franchise 38.03 - - - - 38.03 22.19 1.91 - - 24.10 13.93
Customer Contracts/relationship 1,107.96 51.38 - 1.93 20.44 1,181.71 612.40 139.00 0.15 15.39 766.94 414.77
Brand name 835.77 - - - 0.32 836.09 - - - - - 836.09
Non-competition agreements 241.17 - - 12.38 - 253.55 125.13 39.57 12.38 - 177.08 76.47
2,554.89 51.38 134.68 14.31 40.38 2,795.64 933.16 246.73 12.53 26.30 1,218.72 1,576.92
Intangible assets under development
Computer software 118.05 - 15.07 81.49 (3.22) 211.39 - - - - - 211.39
Grand total 16,897.10 103.26 149.75 95.80 277.93 17,523.84 3,744.11 246.73 12.53 85.53 4,088.90 13,434.94

Year ended March 31, 2023


Gross block Accumulated amortization/Impairment loss Net carrying
Acquired Additions As at As at value as
Description of assets As at April Sale and Translation As at April Charge for Sale and Translation
on business during the March March at March
01, 2022 adjustments adjustments 01, 2022 the year adjustments adjustments 31, 2023
acquisition year 31, 2023 31, 2023

Goodwill 14,516.81 24.74 - - (368.05) 14,173.50 2,870.18 - - (91.79) 2,778.39 11,395.11


Other intangible assets
Computer software * 486.26 - 170.60 - (22.19) 634.67 250.60 88.27 - (15.32) 323.55 311.12
License and franchise 38.03 - - - - 38.03 24.10 1.88 - - 25.98 12.05
Customer Contracts/relationship 1,181.71 236.14 7.25 0.64 (24.09) 1,401.65 766.94 103.17 (21.66) (21.09) 827.36 574.29
Brand name 836.09 - - - (1.20) 834.89 - - - - - 834.89
Non-competition agreements 253.55 - - - - 253.55 177.08 39.57 - - 216.65 36.90
2,795.64 236.14 177.85 0.64 (47.48) 3,162.79 1,218.72 232.89 (21.66) (36.41) 1,393.54 1,769.25
Intangible assets under development
Computer software 211.39 - 177.68 (170.59) (1.02) 217.46 - - - - - 217.46
Grand total 17,523.84 260.88 355.53 (169.95) (416.55) 17,553.75 4,088.90 232.89 (21.66) (128.20) 4,171.93 13,381.82

* Computer software consists of purchased software licenses and development costs of existing Enterprise Resource Planning (ERP) software.
Consolidated / Financial Statements

273
Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

5. Goodwill and Other Intangible assets (Contd.) 5. Goodwill and Other Intangible assets (Contd.)
Ageing of Intangible assets under development: A summary of changes in the carrying amounts of brands with indefinite life as follows:
Year ended March 31, 2022
Particulars March 31, 2023 March 31, 2022
Particulars <1 year 1-2 years 2-3 years More than 3 years Total Carrying value at the beginning of the year 836.09 835.77
– Projects in progress 98.10 72.49 26.56 14.24 211.39 Change during the year - -
Total 98.10 72.49 26.56 14.24 211.39 Translation differences (1.20) 0.32
Carrying value at the end of the year 834.89 836.09
Year ended March 31, 2023 The break-up of allocation of brands to operating segments is as follows:
Particulars <1 year 1-2 years 2-3 years More than 3 years Total
Particulars March 31, 2023 March 31, 2022
– Projects in progress 116.43 55.64 24.79 20.60 217.46
Facilities management 820.99 820.99
Total 116.43 55.64 24.79 20.60 217.46
International 13.90 15.10
Intangible assets under development consist of expenditure on the development of an Enterprise Resource Planning
(ERP) software. Impairment testing
The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash
(i) Refer note 37 for assets acquired under business acquisition. generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions. The
(ii) Impairment testing of goodwill and brands with indefinite lives calculations use cash flow projections based on financial budgets/plans approved by management covering a period of five
A summary of changes in the carrying amount of goodwill is as follows: years. Cash flows beyond the period of five years are extrapolated using the estimated growth rates stated below. These
growth rates are consistent with forecasts included in industry reports specific to the industry in which each CGU operates.
Particulars March 31, 2023 March 31, 2022
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The value‑in-use is
Carrying value at the beginning of the year 11,646.63 11,413.21
determined based on specific calculations. These calculations use pre-tax cash flow projections for a CGU/group of CGUs
Goodwill on acquisition of Safety Direct Solutions Pty. Limited 11.94 - over a period of five years. An average of the range of each assumption used is mentioned below. As of March 31, 2023,
Goodwill on acquisition of business assets of Protection Plus Security 12.80 51.09 and March 31, 2022, the estimated recoverable amount of the CGU exceeded its carrying amount. The recoverable amount
Goodwill on acquisition of business assets of Protective Services Limited - 0.79 was computed based on the fair value less cost to sell being higher than value-in-use. The carrying amount of the CGU was
Translation differences (276.26) 181.54 computed by allocating the net assets to operating segments for the purpose of impairment testing.
Carrying value at the end of the year 11,395.11 11,646.63
Key assumptions used for testing impairment of goodwill:
The break-up of allocation of goodwill to operating segments is as follows:
Year ended March 31, 2022
Particulars March 31, 2023 March 31, 2022 Sales (% annual Long-term Pre-tax discount
Particulars EBITDA (%)
Security Services – India 2,174.32 2,174.32 growth rate) growth rate (%) rate (%)

Security Services – International 8,176.04 8,427.56 Dusters Total Solutions Services Private Limited 10.00% - 20.00% 5.60% - 7.10% 5.00% 14.80%
Facilities Management 1,044.75 1,044.75 SLV Security Services Private Limited 10.00% - 15.00% 4.60% - 6.40% 5.00% 8.66%
11,395.11 11,646.63 Rare Hospitality and Services Private Limited 12.00% - 15.50% 5.20% - 6.40% 5.00% 12.13%
Uniq Security Solutions Private Limited 10.00% - 15.00% 4.40% - 6.20% 5.00% 15.00%
The entire goodwill relating to acquisition of SLV Security Services Private Limited, Uniq Security Solutions Private Limited MSS Security Pty. Limited 1.90% 5.53% 2.00% 9.40%
and SIS Alarm Monitoring and Response Services Private Limited has been allocated to the groups of CGUs which are SX Protective Holdings Pty. Ltd. (Formerly known as Andwills Pty. Ltd.) 2.50% 7.8% - 8.6% 2.00% 9.40%
represented by the Security Services – India segment. SIS Henderson Holdings Pte. Ltd. 13.2% - 24% 8.30% 2.00% 9.60%
Platform 4 Group Ltd. 4.80% 6.76% - 8.06% 2.00% 10.70%
The entire goodwill relating to acquisition of SX Protective Holdings Pty. Ltd. (Formerly known as Andwills Pty. Ltd.), SIS
Henderson Holdings Pte. Ltd., Platform 4 Group Ltd., Triton Security Limited, Safety Direct Solutions Pty. Ltd. and acquisition Year ended March 31, 2023
of business assets of BAS Securities Limited, Redfrog Security, Conroy Security Limited, Guardforce Security Limited,
Protection Plus Security and Protective Services Limited has been allocated to the group of CGUs which are represented by Sales (% annual Long-term Pre-tax discount
Particulars EBITDA (%)
growth rate) growth rate (%) rate (%)
the Security Services - International segment.
Dusters Total Solutions Services Private Limited 10.00% - 25.00% 4.2% - 5.9% 5.00% 10.75%
The entire goodwill relating to acquisition of Dusters Total Solutions Services Private Limited, Rare Hospitality and Services SLV Security Services Private Limited 10.00% - 20.00% 4.7% - 5.8% 5.00% 10.75%
Private Limited and ADIS Enterprises Private Limited has been allocated to the group of CGUs which are represented by the Rare Hospitality and Services Private Limited 10.00% - 20.00% 3.3% - 5.9% 5.00% 10.75%
Facilities Management segment. Uniq Security Solutions Private Limited 3.00% - 8.60% 4.20% - 6.10% 5.00% 10.75%
MSS Security Pty. Limited 2.30% 4.74% - 4.79% 2.00% 9.29%
SX Protective Holdings Pty. Ltd. (Formerly known as Andwills Pty. Ltd.) 2.00% 6.29% - 8.24% 2.00% 9.29%
SIS Henderson Holdings Pte. Ltd. 18.40% 1.75% - 9.03% 2.00% 9.64%
Platform 4 Group Ltd. 2.00% 3.84% - 7.80% 2.00% 11.00%

274 SIS Limited Annual Report 2022-23 275


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

6. Investments 7. Other financial assets


Particulars March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022
Non-current investments Other non-current financial assets
Investments in equity Instruments (Unquoted fully paid) Security deposits (unsecured, considered good) 313.92 410.23
Investment in joint ventures (at cost unless stated otherwise) Margin money in the form of fixed deposits * 128.28 245.34
9,708,696 (March 31, 2022: 9,708,696) equity shares in SIS Cash Services Private Limited of H 10/- 508.89 407.32 Fixed deposit maturing after 12 months 221.20 11.14
each fully paid up Other non-current financial assets 36.10 46.10
49 (March 31, 2022: 49) equity shares in Habitat Security Pty. Ltd. of AUD 1/- each fully paid up 4.60 2.92 Total other non-current financial assets 699.50 712.81
Total investment in joint ventures (A) 513.49 410.24 Other current financial assets
Investments in others (at FVTPL) Unbilled revenue ** (Refer note 23) 5,990.05 4,867.30
30 (March 31, 2022: Nil) equity shares in Staqu Technologies Private Limited of H 10/- each 0.18 - Security deposits (unsecured, considered good) 186.70 134.53
5,000 (March 31, 2022: 5,000) equity shares in Saraswat Cooperative Bank Limited of H 10/- each fully 0.05 0.05 Interest accrued on deposits/ investments/ loans 93.35 89.32
paid up
Other receivables 137.78 24.67
Total investments (B) 0.23 0.05
Total other current financial assets 6,407.88 5,115.82
Total investment in equity instruments {A+B} (C) 513.72 410.29
Total financial assets 7,107.38 5,828.63
Investments in preference shares (Unquoted fully paid)
Investments in others (at FVTPL) * Fixed deposits have been pledged as margin money against bank guarantees.
17,658,153 (March 31, 2022: 17,658,153) compulsory convertible preference shares in SIS Asset 177.77 177.77 ** All unbilled dues are undisputed and falling under the ageing of less than six months from the date of completion of delivery of goods/services.
Management Limited of H 10/- each
7,773 (March 31, 2022: Nil) Class-2 compulsory convertible cumulative preference shares in Staqu 50.01 - No loans or other advances are due from directors or other officers of the Group either severally or jointly with any other
Technologies Private Limited of H 10/- each person and from firms or private companies respectively in which any director is a partner, a director or a member, except
2,169 (March 31, 2022: Nil) compulsory convertible preference shares in Staqu Technologies Private 13.26 - as disclosed in note 40.
Limited of H 542/- each
Refer note 41 for the Group’s policy regarding impairment allowance on other financial assets and Group’s credit risk
Total investment in preference shares (D) 241.04 177.77
management processes.
Investments in debentures or bonds (Unquoted fully paid)
Investments in joint ventures (at amortized cost)
8. Income tax
225 (March 31, 2022: 372) Non-convertible debentures in SIS Cash Services Private Limited of 125.00 372.00
H 1,000,000/- each fully paid up* The major components of income tax expense for the years ended March 31, 2023 and March 31, 2022 are:
Total investments in debentures or bonds (E) 125.00 372.00
Total non-current investments {C+D+E} (F) 879.76 960.06 Statement of profit and loss:
Current investments Profit or loss section:
Investments in Mutual funds (Quoted fully paid) Particulars March 31, 2023 March 31, 2022
Investments in mutual funds (at FVTPL) 3.22 2.93
Current income tax:
Total investments in mutual funds (G) 3.22 2.93
Current income tax charge 344.35 770.21
Investments in debentures or bonds (Unquoted fully paid)
Adjustments in respect of current income tax expense/(reversal) of previous years 77.14 (9.05)
Investments in joint ventures (at amortized cost)
Deferred tax:
Non-convertible debentures in SIS Cash Services Private Limited of H 1,000,000/- each fully paid up* 100.00 -
Decrease/(increase) in deferred tax assets (net) (1,037.41) (581.82)
Total investments in debentures or bonds (H) 100.00 -
Income tax expense/(credit) reported in the statement of profit and loss (615.92) 179.34
Total current investments {G+H} (I) 103.22 2.93
Total investments {F+I} 982.98 962.99 OCI section:
Aggregate value of quoted investments and market value thereof 3.22 2.93
Tax related to items recognized in OCI during the year:
Aggregate value of unquoted investments 979.76 960.06
Aggregate amount of impairment in value of investments - - Particulars March 31, 2023 March 31, 2022
Tax expense/(credit) on re-measurements of defined benefit plans 31.18 (20.89)
* During the year ended March 31, 2023, current maturity of non-convertible debentures in SIS Cash Services Private Limited amounting to
H 100 Million respectively (March 31, 2022: Nil) has been disclosed under current investments. Income tax charged/(credited) to OCI 31.18 (20.89)

276 SIS Limited Annual Report 2022-23 277


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

8. Income tax (Contd.) 8. Income tax (Contd.)


Amount recognized directly in equity: Reconciliation of deferred tax assets/(liabilities), net:
Particulars March 31, 2023 March 31, 2022 Deductions
Allowance
Property, in respect
for
Aggregate current and deferred tax arising in the reporting period and not recognized in profit or - 3.70 plant and Defined of certain Accruals
expected Unused
loss or other comprehensive income, but directly debited/credited to equity Particulars equipment benefit benefits and Total
credit tax losses
/Intangible obligations under the others
Income tax credited/(charged) to equity - 3.70 loss – trade
assets Income Tax
receivables
Act, 1961
Reconciliation of tax expense and the accounting profit multiplied by the tax rate for March 31, 2023 and As at April 01, 2021 (486.34) 1,565.46 350.90 186.66 134.28 180.71 1,931.67
March 31, 2022: Tax income/(expense) during the period 170.89 137.69 296.98 (62.98) 46.43 (7.20) 581.82
recognized in profit or loss
Particulars March 31, 2023 March 31, 2022
Tax income/(expense) during the period - 20.89 - - - - 20.89
Accounting profit before tax from continuing operations 2,849.10 3,438.61 recognized in OCI
Accounting profit before income tax 2,849.10 3,438.61 Addition on business combination (15.61) - - - - - (15.61)
Income tax expense at statutory rate @ 25.17% (March 31, 2022: 25.17%) 717.06 865.43 Exchange translation (3.63) 29.32 - (3.45) 0.10 - 22.33
As at March 31, 2022 (334.69) 1,753.36 647.88 120.23 180.81 173.51 2,541.10
Adjustments in respect of income tax of previous years 77.14 (9.05)
Tax income/(expense) during the period 83.82 89.58 893.65 (86.91) 44.87 12.40 1,037.41
Additional temporary tax deductible in respect of certain benefits under the Income Tax Act, 1961 (1,628.19) (827.74) recognized in profit or loss
Non-Deductible expenses for tax purposes Tax income/(expense) during the period - (31.18) - - - - (31.18)
Corporate social responsibility expenditure 6.35 9.41 recognized in OCI
Donation 1.73 0.45 Addition on business combination (78.27) - - 31.83 - - (46.44)
Other non-deductible expenses 124.15 55.16 Exchange translation 6.97 (39.46) - 8.10 (0.18) - (24.57)
Income taxed at differential rates As at March 31, 2023 (322.17) 1,772.30 1,541.53 73.25 225.50 185.91 3,476.32

Dividend from foreign subsidiaries taxed at a different/lower rate - (13.66) Deferred tax assets and liabilities above have been determined by applying the income tax rates applicable to respective
Entities taxed at different rates 85.84 99.34 entities in the Group.
Tax expense reported in the statement of profit and loss (615.92) 179.34
Deferred tax assets and liabilities in relation to taxes payable by various entities/ under different tax basis have not been
The effective tax rate applicable to the Parent for the financial year 2023-24 would be 25.17% (including surcharge and cess) based on the law as offset in the financial statements.
it exists on the date of these financial statements.
Unrecognized temporary differences:
The balance in deferred tax assets (liabilities) comprises temporary differences attributable to: Certain subsidiaries of the Group have undistributed earnings which, if paid out as dividends would be subject to tax in the
Particulars March 31, 2023 March 31, 2022 hand of the recipient. An assessable temporary difference exists but no deferred tax liability has been recognized as the
Parent is able to control the timing of distribution from the subsidiaries and the earnings are expected to be utilized for their
Property, plant and equipment/Intangible assets (322.17) (334.69)
business expansion.
Defined benefit obligations 1,772.30 1,753.36
Deductions in respect of certain benefits under the Income Tax Act, 1961 1,541.53 647.88 Income tax assets:
Accruals and others 73.25 120.23 Particulars March 31, 2023 March 31, 2022
Allowance for expected credit loss – trade receivables 225.50 180.81 Opening balance 2,395.03 1,586.68
Unused tax losses 185.91 173.51 Acquisition - -
Total deferred tax assets/(liabilities) 3,476.32 2,541.10 Taxes paid 1,117.40 837.24
Refund received (1,087.97) (8.02)
Reflected in the balance sheet as follows: Current tax payable for the year (27.05) (20.87)
Income tax assets 2,397.41 2,395.03
Particulars March 31, 2023 March 31, 2022

Deferred tax assets 3,906.72 2,911.03 Current tax liabilities:


Deferred tax liabilities 430.40 369.93 Particulars March 31, 2023 March 31, 2022
Deferred tax assets/(liabilities), net 3,476.32 2,541.10
Opening balance 4.33 505.70
Current tax payable for the year 315.08 736.59
Taxes paid (406.20) (1,220.50)
Refund received - (2.54)
Acquisition (10.40) -
Exchange translation (3.91) (14.92)
Total tax liabilities/(assets) (101.10) 4.33

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

278 SIS Limited Annual Report 2022-23 279


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

9. Other Assets 11. Trade receivables (Contd.)


Particulars March 31, 2023 March 31, 2022 Year ended March 31, 2022
Other non-current assets Outstanding for following periods from due date
Capital advances 16.93 29.25 Particulars Less than 6 months - More than Total
Not due 1-2 years 2-3 years
Other advances - 2.58 6 months 1 year 3 years

Total other non-current assets 16.93 31.83 (i) Undisputed trade receivables 7,185.26 5,272.04 613.60 522.80 296.15 564.85 14,454.70
Other current assets (ii) Disputed trade receivables 0.24 18.88 6.86 34.06 44.57 68.28 172.89
Prepaid expenses 653.58 514.54
Cost to obtain/fulfil contract with customers 5.54 17.73 The movement in allowance for expected credit loss is as follows:
Security deposits 167.32 319.79 Particulars March 31, 2023 March 31, 2022
Other advances * 502.21 91.59 Opening balance 714.63 550.89
Total other current assets 1,328.65 943.65 Additions 269.31 195.67
Total other assets 1,345.58 975.48 Write off (net of recovery) (16.60) (20.70)
* Includes balance with revenue authorities. Exchange differences (0.43) (11.23)
Closing balance 966.91 714.63
10. Inventories
No trade receivable are due from directors or other officers of the entities of the Group either severally or jointly with any
Particulars March 31, 2023 March 31, 2022 other person and from firms or private companies respectively in which any director is a partner, a director or a member,
Stock-in-trade 23.93 138.62 except as disclosed in note 40.
Uniforms 172.83 164.06
Refer Note 41 for the Group’s policy regarding impairment allowance on trade receivables and Group’s credit risk
Consumables 117.52 37.57 management processes.
Total inventories at the lower of cost and net realisable value 314.28 340.25
For outstanding balances, terms and conditions relating to related party receivables, refer note 40.
11. Trade receivables Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Particulars March 31, 2023 March 31, 2022
Trade receivables 17,743.97 14,627.59 12. Cash and bank balances
Less: Allowance for expected credit loss 966.91 714.63 Cash and cash equivalents
Total trade receivables 16,777.06 13,912.96 Particulars March 31, 2023 March 31, 2022

Balances with banks:


Break-up of security details:
– On current accounts 5,223.99 5,521.30
Particulars March 31, 2023 March 31, 2022 – Bank deposits with original maturity of three months or less* 1,428.14 1,316.40
Secured, considered good - - Cash on hand 4.05 2.45
Unsecured, considered good 16,777.06 13,912.96 Total 6,656.18 6,840.15
Total 16,777.06 13,912.96
*Includes amount pledged as security/margin money against guarantees issued by banks on behalf of the Group.
The amount of loss allowance (lifetime expected credit loss) has been recognized under the simplified approach for trade
Bank balances lying in various current accounts bear no interest.
receivable and hence break- up of trade receivable into 'significant increase in credit risk' and 'credit impaired' has not been
disclosed separately. There are no repatriation restrictions with regard to cash and cash equivalents as at the end of reporting period and
prior periods.
The ageing schedule for outstanding trade receivables from the due date is given below:
Year ended March 31, 2023 Other bank balances

Outstanding for following periods from due date Particulars March 31, 2023 March 31, 2022
Particulars Less than 6 months - More than Total Unclaimed dividend accounts 1.04 1.05
Not due 1-2 years 2-3 years
6 months 1 year 3 years Deposits with original maturity of more than three months and having remaining maturity of less 490.60 230.29
(i) Undisputed trade receivables 9,160.54 5,996.47 790.04 629.73 486.77 545.34 17,608.89 than twelve months from reporting date
(ii) Disputed trade receivables - 0.89 6.48 8.03 10.62 109.06 135.08 Restricted balances 85.87 32.46
Margin money * 275.99 280.14
Total 853.50 543.94

* Pledged as security/margin money against guarantees issued by banks on behalf of the Group.

280 SIS Limited Annual Report 2022-23 281


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

13. Equity Share capital 13. Equity Share capital (Contd.)


Authorized share capital Terms/rights attached to equity shares
Particulars (Nos. in Million) (K Million) The Parent has only one class of equity shares having par value of H 5 per share. Each holder of equity shares is entitled to
one vote per share and to participate in dividends in proportion to the number of and amounts paid on the shares held. The
As at April 01, 2021 (Equity shares of K 5 each) 270.00 1,350.00
Parent declares and pays dividends in Indian rupees.
Increase/(decrease) during the year - -
As at March 31, 2022 (Equity shares of K 5 each) 270.00 1,350.00 In the event of liquidation of the Parent, the holders of equity shares will be entitled to receive the remaining assets of the
Increase/(decrease) during the year - - Parent, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
As at March 31, 2023 (Equity shares of K 5 each) 270.00 1,350.00 held by the shareholders.

Issued, Subscribed and paid up equity capital Details of shareholders holding more than 5% shares in the Parent

Particulars (Nos. in Million) As at March 31, 2023 As at March 31, 2022


(K Million)
Name of the shareholder % holding % holding
As at April 01, 2021 (Equity shares of K 5 each) 148.30 741.51 No. in Million No. in Million
in the class in the class
Issued on exercise of stock options 0.55 2.74
Ravindra Kishore Sinha 57.16 39.23% 57.65 39.21%
Buyback of equity shares (1.82) (9.09)
Rita Kishore Sinha 23.31 16.00% 23.51 15.99%
As at March 31, 2022 (Equity shares of K 5 each) 147.03 735.16
Rituraj Kishore Sinha 15.66 10.74% 15.79 10.74%
Issued on exercise of stock options 0.15 0.76
Buyback of equity shares (1.45) (7.27) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares bought
As at March 31, 2023 (Equity shares of K 5 each) 145.73 728.65 back during the period of five years immediately preceding the reporting date:

During the year ended March 31, 2023, pursuant to the approval of the Board of Directors of the Parent, at its meeting held March 31, March 31, March 31, March 31, March 31,
2023 2022 2021 2020 2019 *
on June 29, 2022, and the shareholders, by way of a special resolution through postal ballot, on August 12, 2022, 1,454,545 Particulars
equity shares of face value of H 5 each of the Parent were offered for buyback by the Parent to all eligible shareholders of the No. No. No. No. No.

Parent, through the tender offer process, for an aggregate amount not exceeding 800 Million, being 0.99% of the total paid Equity shares allotted as fully paid bonus shares by - - 10,480 10,480 211,960
up equity share capital of the Parent as on March 31, 2022, at H 550 per equity share, as per the provisions of the Security capitalization of general reserve
and Exchange Board of India (Buy-back of Securities) Regulations 2018, as amended and the Companies Act, as amended. Equity shares allotted as fully paid up without payment being - - - - -
received in cash
The said buyback through the tender offer process was completed on November 11, 2022. The Parent has funded the
buyback from its free reserves as required under the said regulations. As a result of the buyback, 1,454,545 equity shares of Buyback of equity shares 1,454,545 1,818,181 - - -
face value of H 5 each of the Parent ere extinguished by appropriating a sum of H 792.73 Million from the securities premium * Number of shares has been restated to give effect of share sub-division.
and an amount of H 7.27 Million, being a sum equal to the nominal value of the Equity Shares bought back through the
buyback have been transferred to the capital redemption reserve account. Details of promoter shareholding in the Parent
During the year ended March 31, 2022, pursuant to the approval of the Board of Directors of the Parent, at its meeting held Year ended March 31, 2023
on February 15, 2021, and the shareholders, by way of a special resolution through postal ballot, on March 20, 2021, 1,818,181
Equity shares as Equity shares as
equity shares of face value of H 5 each of the Parent were offered for buyback by the Parent to all eligible shareholders of the S. % holding % holding % Change during
Name of the Promoter on April 01, 2022 on March 31, 2023
No. in the class in the class the year
Parent, through the tender offer process, for an aggregate amount not exceeding 1,000 Million, being 1.24% of the total paid (in Nos.) (in Nos.)
up equity share capital of the Parent as on March 31, 2020, at H 550 per equity share, per the provisions of the Security and 1. Ravindra Kishore Sinha 57,648,582 39.21% 57,163,671 39.23% 0.02%
Exchange Board of India (Buy-back of Securities) Regulations 2018, as amended and the Companies Act, as amended. The 2. Rituraj Kishore Sinha 15,791,311 10.74% 15,658,482 10.74% 0.00%
said buyback through the tender offer process was completed on June 21, 2021. The Parent has funded the buyback from its Total 73,439,893 72,822,153
free reserves as required under the said regulations. As a result of the buyback, 1,818,181 equity shares of face value of H 5
each of the Parent we e extinguished by appropriating a sum of H 990.91 Million from the securities premium and an amount Year ended March 31, 2022
of H 9.09 Million, being a sum equal to the nominal value of the Equity Shares bought back through the buyback have been
transferred to the capital redemption reserve account. Equity shares as Equity shares as
S. % holding % holding % Change during
Name of the Promoter on April 01, 2021 on March 31, 2022
No. in the class in the class the year
Notes (pre share sub-division effect): (in Nos.) (in Nos.)
a) 2,210,500 and 62,457,240 equity shares were allotted as fully paid Bonus Shares by capitalization of general reserve during the year ended 1. Ravindra Kishore Sinha 58,727,312 39.60% 57,648,582 39.21% -0.39%
March 31, 2006 and March 31, 2017 respectively. 2. Rituraj Kishore Sinha 16,420,380 11.07% 15,791,311 10.74% -0.33%
b) Mr. Uday Singh was the holder of 79,000 unpaid shares in SIS International Holdings Ltd., a wholly-owned subsidiary. In terms of a letter dated
Total 75,147,692 73,439,893
December 01, 2009, Mr. Singh had the option to exchange these shares for shares of the Company in a manner reflecting the fair value of these
shares, reduced by the amounts unpaid on them. Subsequently, in lieu of these shares and suitably adjusted for amounts unpaid thereon, Mr.
Singh was allotted 40,565 Equity Shares during the year ended March 31, 2017, at a ratio as determined in accordance with a valuation report Shares reserved for issue under options
prepared by a SEBI registered merchant banker.
c) During the year ended March 31, 2018, the Parent completed an Initial Public Offering (IPO) of its shares consisting of a fresh offer of 4,444,785 Employees stock options
equity shares of H 10 each at a premium of H 805 per share and an offer for sale of 5,120,619 equity shares of H 10 each by the selling Refer note 28 for details regarding employee stock options issued by the Group.
shareholders. The proceeds of the fresh offer component from the IPO amounted to H 3,410.47 (Million) (net of issue expenses). The equity
shares of the Parent were listed on NSE and BSE effective August 10, 2017.

282 SIS Limited Annual Report 2022-23 283


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

14. Other equity 14. Other equity (Contd.)


Particulars March 31, 2023 March 31, 2022 Stock options outstanding account
Reserves and surplus Particulars March 31, 2023 March 31, 2022
Securities premium 1,946.94 2,736.01 Balance at the beginning of year 225.41 78.21
General reserve 563.47 560.94 Stock option compensation expense 135.54 202.48
Retained earnings 19,022.22 15,623.96 Transferred to securities premium on exercise of stock options (23.55) (55.28)
Total reserves and surplus (A) 21,532.63 18,920.91 Transferred to general reserve on stock options expired (2.53) -
Other reserves Balance at the end of year 334.87 225.41
Stock options outstanding account 334.87 225.41
Debenture redemption reserve - - Capital reserve
Capital reserve 181.24 181.24
Particulars March 31, 2023 March 31, 2022
Capital redemption reserve 16.36 9.09
Total other reserves (B) 532.47 415.74 Balance at the beginning of year 181.24 181.24

Foreign currency translation reserve (C) 539.18 640.69 Increase/ (decrease) during the year - -

Share application money pending allotment (D) - 0.02 Balance at the end of year 181.24 181.24

Total other equity (A+B+C+D) 22,604.28 19,977.36


Capital redemption reserve
Securities premium Particulars March 31, 2023 March 31, 2022

Particulars March 31, 2023 March 31, 2022


Balance at the beginning of year 9.09 -
Created on buyback of equity shares 7.27 9.09
Balance at the beginning of year 2,736.01 3,691.46
Balance at the end of year 16.36 9.09
Exercise of stock options 23.55 55.28
Buyback of equity shares (800.00) (1,000.00)
Debenture redemption reserve
Transaction cost related to buyback of equity shares (net of taxes) (12.62) (10.73)
Balance at the end of year 1,946.94 2,736.01 Particulars March 31, 2023 March 31, 2022

Balance at the beginning of year - 375.00


General reserve Created from retained earnings - -
Transferred to general reserve - (375.00)
Particulars March 31, 2023 March 31, 2022
Balance at the end of year - -
Balance at the beginning of year 560.94 185.94
Transferred from debenture redemption reserve - 375.00
Foreign currency translation Reserve
Transferred from stock options outstanding on account of stock options expired 2.53 -
Balance at the end of year 563.47 560.94 Particulars March 31, 2023 March 31, 2022

Balance at the beginning of year 640.69 390.36


Retained earnings Translation reserve (101.51) 250.33
Balance at the end of year 539.18 640.69
Particulars March 31, 2023 March 31, 2022

Balance at the beginning of year 15,623.96 12,663.62


Share application money pending allotment
Net Profit/(loss) for the year 3,465.02 3,259.27
Particulars March 31, 2023 March 31, 2022
Other comprehensive income recognized directly in retained earnings 95.27 (58.21)
Appropriations – Balance at the beginning of year 0.02 0.29
– Share issue expenses incurred by subsidiary entities (0.19) - Share application money received during the year 0.70 2.47
– Tax on buyback of equity shares (184.67) (230.84) Issued on exercise of stock options (0.72) (2.74)
– Transactions with non-controlling interests 22.83 (9.88) Balance at the end of year - 0.02
Balance at the end of year 19,022.22 15,623.96

284 SIS Limited Annual Report 2022-23 285


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

14. Other equity (Contd.) Capital redemption reserve 15. Borrowings


Nature and purpose of Reserves As per the Companies Act, 2013, Capital redemption reserve Particulars Note March 31, 2023 March 31, 2022
Securities Premium is created when a company purchases its own shares out Non-current borrowings
of free reserves or securities premium. A sum equal to the
Security premium is used to record the premium on issue Secured
nominal value of the shares so purchased is transferred
of shares or other securities such as debentures or bonds. Bonds/debentures
to capital redemption reserve. This reserve can be utilized
The reserve is utilized in accordance with the Companies – Non-convertible debentures a - 1,894.32
unaccordance with the provisions of Section 69 of the
Act, 2013. Term loans
Companies Act, 2013.
From banks
General Reserve – HDFC Bank Limited b 38.08 55.44
Capital reserve
The general reserve is the result of a Group’s transferring – ICICI Bank Limited c - 45.55
It pertains to capital reserve created pursuant to the scheme
a certain amount of profit from the account of retained – National Australia Bank d 5,582.33 5,498.65
of arrangement under the Act accounted under demerger
earnings to the general reserve account. The purpose of – Yes Bank Limited e 108.58 92.97
and excess of purchase consideration over fair value of
setting up a general reserve account is to meet potential – Small Industries Development Bank of India ('SIDBI') f - 21.18
net assets.
future unknown liabilities. In other words, the general reserve – Kotak Mahindra Bank Limited g 67.75 157.83
is a free reserve which can be utilized for any purpose after – Standard Chartered Bank h 254.24 152.36
Debenture redemption reserve
fulfilling certain conditions. – Vehicle Loan from various banks i 534.56 440.15
Pursuant to the provisions of the Act, the Group is required
From other parties
Retained earnings to create debenture redemption reserve out of the profits
which is to be utilized for the purpose of redemption – Axis Finance Limited j 940.12 -
Retained earnings represents the amount of accumulated – Bajaj Finance Limited k 940.22 -
of debentures. On redemption of the debentures, the
earnings of the Group and re-measurement differences on – Vehicle loan from others l 102.89 36.39
related amount of this reserve will be transferred to
defined benefit plans.
retained earnings. Total secured borrowings 8,568.77 8,394.84
Total non-current borrowings 8,568.77 8,394.84
Stock Options outstanding Account
Foreign currency translation Reserve Current maturity of long-term borrowings (536.93) (2,326.04)
The stock options outstanding account is used to recognize Non-current borrowings (as per balance sheet) 8,031.84 6,068.80
Translation differences included in the foreign currency
the grant date fair value of options issued to employees
translation reserve arise as a result of translating the Current borrowings
under the Parent’s employee stock option plan. The
financial statement items from the functional currency into Secured
share-based payment reserve is used to recognize the
the presentational currency using the exchange rate at the Loans repayable on demand
value of equity-settled share-based payments provided to
balance sheet date, which differs from the rate in effect at From banks
employees, including key management personnel, as part of
the last measurement date of the respective item. – Kotak Mahindra Bank Limited m 19.50 -
their remuneration. Refer note 28 for further details.
– RBL Bank Ltd. n 67.66 114.85
Share application money pending allotment – Axis Bank Limited m 588.94 800.22
Share application money pending allotment represents the – HDFC Bank Limited m 2,569.56 1,960.39
exercise price received from employees of the Group against – ICICI Bank Limited m 701.03 749.62
stock options on which allotment is not yet made. – Standard Chartered Bank m 381.18 173.46
– State Bank of India o 640.00 420.73
– Yes Bank Limited p 1,407.36 665.38
– Commonwealth bank of Australia q - 3.78
Total secured borrowings 6,375.23 4,888.43
Unsecured
Loans repayable on demand
From Banks
– HDFC Bank Limited 200.00 -
From Others
– Borrowings from others r 79.01 -
Total unsecured borrowings 279.01 -
Current maturity of long-term borrowings 536.93 2,326.04
Current borrowings (as per balance sheet) 7,191.17 7,214.47
Aggregate secured borrowings 14,944.00 13,283.27
Aggregate unsecured borrowings 279.01 -

286 SIS Limited Annual Report 2022-23 287


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

15. Borrowings (Contd.) 15. Borrowings (Contd.)


Break up of current Maturities of long-term borrowings: g) Kotak Mahindra Bank Limited: Total Solutions Services Private Limited. The loan is
repayable on 8 equal quarterly instalments commenced
Particulars March 31, 2023 March 31, 2022 Secured by way of first charge on the movable fixed
from the end of first quarter of FY 2024-25 after the
Secured assets of the Parent purchased out of the term loan
moratorium of 1 year and last payment of repayment is
Bonds/ debentures - 1,894.32 proceeds and second pari passu charge on receivables/
scheduled on fourth quarter of FY 2025-26.
Term loans current assets of the Parent both present and future.
From banks 446.21 413.89 The loan is repayable in 18 equal quarterly instalments l) Vehicle Loan from others are secured by hypothecation
From other parties 90.72 17.83 commenced from the end of the 1st quarter of FY 2019- of the respective vehicle(s) purchased against the loan
20 after the end of moratorium period of six months taken from that respective financer(s). The loans carry
Total current maturity of long-term borrowings 536.93 2,326.04
and last installment repayment is scheduled in fourth interest from 7.50% to 10.50% per annum for India
quarter of FY 2023-24. business and 5.00% to 8.00% for international business.
Notes: c) ICICI Bank Limited: The loans have various repayment schedules and the
h) Standard Chartered Bank:
Long-Term Borrowings - Secured: Secured by way of first charge on the movable fixed last instalment repayment is scheduled in FY 2027-28.
Bonds/debentures: assets of SLV Security Services Private Limited, Secured by way of first charge on the monitoring
purchased out of the term loan proceeds both present equipment of Parent, purchased out of the term loan Short-Term Borrowings - Secured Loans repayable on
a) ICICI Prudential Assets Management Company Limited
and future (excluding exclusive charge of SIDBI on the proceeds. The loan is repayable in 12 equal quarterly demand:
has subscribed to 1,900 non-convertible debentures
movable fixed assets) and corporate guarantee from instalments commenced from the end of the fourth m) (i) Secured by first pari passu charges over the
(NCDs) of H 1,000,000/- each on March 30, 2021. The
the Parent. The loan was repayable in 11 quarterly quarter of FY 2021-22 and last installment repayment is current assets and immovable fixed assets and
NCDs carried interest @ 7.90% per annum, payable
equal instalments and has been repaid during FY 2022- scheduled in third quarter of FY 2024-25. second pari passu charge over movable fixed
annually. The NCDs were secured against 85.68%
shareholding in Dusters total solutions services private 23. i) Vehicle loans from banks are secured by hypothecation assets of the Parent.
limited. The debentures were redeemable after 2 years d) National Australia Bank: of vehicles purchased against the loan taken from that (ii) Secured by first pari passu charges over the
from the date of issue. i.e., March 30, 2023. During the Bank. The loans have various repayment schedules and movable fixed assets and second pari passu
year ended March 31, 2023, NCDs have been repaid Secured by all assets of SIS Australia Group Pty. Ltd. and last instalment repayment is scheduled in FY 2028-29. charge over current assets of the Service Master
on maturity. its subsidiaries. The loan is scheduled for repayment on
The term loans mentioned above except vehicle loans Clean Limited and corporate guarantee from
its maturity (i.e., November 28, 2024). The loan carries
and loan from National Australia Bank (‘NAB’), carry the Parent.
Term loans: interest @ 3.75% per annum plus margin based on
Leverage ratio (1.75%). interest at quarterly/ half-yearly/ yearly MCLR/ MIBOR/ (iii) Secured by first pari passu charges over the
From Banks: Repo plus spread margin ranging from 75 bps to 315 bps current assets and second pari passu charge over
b) HDFC Bank Limited: e) Yes Bank Limited: (March 31, 2022: 75 bps to 315 bps). The vehicle loans movable fixed assets of the SLV Security Services
Secured by way of first pari passu charge over the entire carry interest from 7.10% to 10.50% per annum for India Private Limited and corporate guarantee from
(i) The Term loans are secured against an exclusive
movable fixed assets (both present and future) of Service business and 4.00% to 8.00% for international business. the Parent.
charge over the fixed assets and current assets
of the Service Clean Master Private Limited and Master Clean Limited and by corporate guarantee from
From other parties: (iv) Secured by first pari passu charge on current assets
by a Corporate Guarantee from the Parent. The the Parent. The term loans are repayable in 54 equal
of Dusters Total Solutions Services Private Limited.
term loans are repayable in 54 equal monthly monthly instalments after a moratorium period of 6 j) Axis Finance Limited:
instalments from the date of respective draw months from the date of first disbursement, totalling (v) 
Secured against stocks and book debts (both
Secured by way of first pari passu charge on current and
down, totalling H 1.70 Million per month with H 2.59 Million per month with repayment commencing present and future) of Rare Hospitality and
non-current assets of Dusters Total Solution Services
repayment commencing from January 2020 and from April 2022 and is schedule to be repaid by FY 2026- Services Private Limited and Corporate Guarantee
Private Limited & Uniq Security Solutions Private
are scheduled to be completely repaid by FY 2024- 27. from Parent.
Limited and 13 % pledge of shares of Dusters Total
25. f) Small Industries Development Bank of India (SIDBI): Solutions Services Private Limited. The loan is repayable n) (i) Cash Credit facility from RBL Bank Limited is secured
(ii) Secured against the fixed assets of Rare Hospitality on 5 semi-annual equal instalments commenced from by an exclusive charge on the entire assets of SIS
Secured by way of first charge on the movable fixed
and Services Private Limited purchased out the end of fourth quarter of FY 2024-25 after the Alarm Monitoring and Response Services Pvt. Ltd.,
assets of SLV Security Services Private Limited,
of various disbursement of the loan proceeds moratorium of 1.5 years and last payment of repayment both present and future; and an unconditional and
purchased out of loan proceeds (both present and
and corporate guarantee from the Parent. The is scheduled on fourth quarter of FY 2026‑27. irrevocable corporate guarantee of the Parent.
future). The loan was repayable in monthly equal
repayments are scheduled in 25-36 equal monthly instalments and has been fully repaid in FY 2022-23. k) Bajaj Finance Limited: (ii) Secured by first pari passu charge on current assets
instalments of H 0.03 Million - 0.18 Million each and of Dusters Total Solutions Services Private Limited.
are scheduled to be completely repaid by FY 2024- Secured by way of first pari passu charge on current
25. and movable fixed assets of Dusters Total Solutions (iii) Secured by first exclusive charge on current assets
Services Private Limited & UNIQ Security Solutions of ADIS enterprises Private Limited both present
Private Limited and 13 % pledge of shares of Dusters and future.

288 SIS Limited Annual Report 2022-23 289


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

15. Borrowings (Contd.) 17. Trade payables


o) Secured by first pari passu charges over the current 
The short-term borrowings charges are excluding Particulars March 31, 2023 March 31, 2022
assets and movable fixed assets (both present and assets specifically charged to term lenders, if any. Non-current - -
future) of the Company second pari passu charge is
The loans repayable on demand mentioned above Current
with other working capital lenders.
except loan from Commonwealth bank of Australia, Trade payables
p) (i) 
Secured by pari passu charge over the current carry interest at quarterly/ half yearly/ yearly MCLR/ – Total outstanding dues of micro enterprises and small enterprises (MSME) 53.23 39.23
assets of the Parent both present and future. MIBOR/ Repo plus spread margin ranging from 25 bps – Total outstanding dues of creditors other than micro enterprises and small enterprises 585.85 543.38
to 209 bps (March 31, 2022: 25 bps to 60 bps) for cash Total current trade payables 639.08 582.61
(ii) Secured by first charge over all current assets and
credit facility and ranging from 6.00% p.a. to 11.40% p.a. Total trade payables 639.08 582.61
fixed assets of Service Master Clean Limited and
for WCDL facilities (March 31, 2022: 4.30% p.a. to 4.60 %
Corporate Guarantee from the Parent.
p.a.). The ageing schedule for outstanding trade payables where due date is given below:
(iii) Secured by first pari passu charge on current
q) The loan from Commonwealth bank of Australia was Year ended March 31, 2023
assets of the Dusters Total Solutions Services
scheduled for repayment every quarter. The loan
Pvt. Ltd. Outstanding for following periods from due date
interest changes every quarter, last interest rate Particulars Total
Not due <1 year 1-2 years 2-3 years More than 3 years
(iv) Secured by an exclusive charge on current assets January 2021 was 0.0619%. The bank debt was secured
and movable fixed assets of Tech SIS Limited and by a fixed and floating charge over the assets of the (i) MSME 32.98 20.25 - - - 53.23
corporate guarantee from the Parent. international group. (ii) Others 225.15 326.64 21.98 5.40 6.68 585.85

(v) Secured by the pari passu charge on the entire r) The loan represents an invoice discounting facility with Year ended March 31, 2022
assets of SIS Alarm Monitoring and Response a non-banking lender. This carries Interest at BBSY plus
Services Pvt. Ltd., both present and future; and 4% spread plus 1.2% margin. Outstanding for following periods from due date
Particulars Total
an unconditional and irrevocable corporate Not due <1 year 1-2 years 2-3 years More than 3 years
 here has been no default in the payment of interest or
T
guarantee of the Parent. (i) MSME 18.84 20.39 - - - 39.23
repayment of principal in respect of the above loans/
(ii) Others 220.34 294.40 11.34 15.62 1.68 543.38
(vi) Secured by an exclusive charge on entire current borrowings.
assets and movable fixed assets of Terminix SIS There are no disputed dues during the year ended March 31, 2023 and March 31, 2022.
India Private Limited both present and future.
The terms and conditions of the above financial liabilities are as follows:

16. Lease Liabilities a) Trade payables are non-interest bearing and are normally settled on credit terms ranging from 30-60 days which vary
by vendor and type of service.
Particulars March 31, 2023 March 31, 2022
Non-current lease liabilities 921.26 900.08 b) For outstanding balances, terms and conditions with related parties, refer note 40.
Current lease liabilities 330.66 324.78
18. Other financial liabilities
Total lease liabilities 1,251.92 1,224.86
Particulars March 31, 2023 March 31, 2022
Movement of lease liabilities during the year Non-current

Particulars March 31, 2023 March 31, 2022


Contingent consideration (refer note 34) 52.69 -
Total other non-current financial liabilities 52.69 -
Opening balance 1,224.86 1,167.41
Current
Additions 294.70 271.88
Capital creditors 100.60 7.91
Additions through Business Combinations 101.85 -
Interest accrued but not due on borrowings 236.14 231.97
Deletions/adjustments during the year (54.75) 29.04
Unclaimed/unpaid dividends 1.04 1.05
Finance cost accrued during the year 114.12 105.63
Employee benefits payable 4,612.04 3,752.62
Payment of lease liability (409.57) (361.53)
Contingent consideration (refer note 34) 2.47 -
Translation differences (19.29) 12.43
Other payables and accruals * 3,569.19 3,455.45
Closing balance 1,251.92 1,224.86
Total other current financial liabilities 8,521.48 7,449.00
The Group does not expect potential exposure to variable lease payments, extension/termination options, guaranteed Total other financial liabilities 8,574.17 7,449.00
residual value and lease commitments.
* Includes unbilled dues having ageing of less than one year.

290 SIS Limited Annual Report 2022-23 291


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

19. Financial instruments by category 19. Financial instruments by category (Contd.)


March 31, 2023 March 31, 2022 The following table presents the change in Level 3 items for the periods ended March 31, 2023 and
Particulars March 31, 2022:
FVTPL FVTOCI Amortized cost FVTPL FVTOCI Amortized cost
Financial assets: Liability for forward
Unquoted contract for Contingent
Investments Particulars Indemnification
Investments purchase of non- consideration
asset
– Equity instruments 0.23 - - 0.05 - - controlling interests
– Preference shares 241.04 - - 177.77 - - As at April 01, 2021 177.82 23.36 510.20 1,731.68
– Bonds and debentures - - 225.00 - - 372.00 Unwinding of present value discount - 1.30 - -
– Mutual funds 3.22 - - 2.93 - - (Gains)/loss on fair value recognized in statement of - - - (239.36)
Trade receivables - - 16,777.06 - - 13,912.96 profit and loss
Cash and cash equivalents - - 6,656.18 - - 6,840.15 Discharge of liability - - (510.20) (1,536.35)
Other bank balances - - 853.50 - - 543.94 Translation adjustments - - - 44.03
Other financial assets 24.66 - 7,082.72 24.66 - 5,803.97 As at March 31, 2022 177.82 24.66 - -
Total financial assets 269.15 - 31,594.46 205.41 - 27,473.02 Additions 63.45 - - 56.60
Financial liabilities: Unwinding of present value discount - - - 0.40
Trade payables - - 639.08 - - 582.61 (Gains)/loss on fair value recognized in statement of - - - -
profit and loss
Borrowings - - 15,223.01 - - 13,283.27
Discharge of liability - - - -
Lease liabilities - - 1,251.92 - - 1,224.86
Translation adjustments - - - (1.84)
Other financial liabilities 55.16 - 8,519.01 - - 7,449.00
As at March 31, 2023 241.27 24.66 - 55.16
Total financial liabilities 55.16 - 25,633.02 - - 22,539.74
Unrealized fair value (gains)/losses recognized
in statement of profit and loss related to assets
Fair value hierarchy and liabilities held as on reporting date:
The assets and liabilities measured at fair value on a recurring basis and the basis for that measurement is as below: March 31, 2023 - - - -
March 31, 2022 - - - (239.36)
March 31, 2023 March 31, 2022
Particulars
Level 1 inputs Level 2 inputs Level 3 inputs Level 1 inputs Level 2 inputs Level 3 inputs Fair Values of assets and liabilities carried at amortized costs are as follows:
Financial assets:
Fair value March 31, 2023 March 31, 2022
Investments carried at FVTPL 3.22 - 241.27 2.93 - 177.82 Particulars
hierarchy Carrying Value Fair Value Carrying Value Fair Value
Other financial assets - - 24.66 - - 24.66
Financial assets:
Total financial assets 3.22 - 265.93 2.93 - 202.48
Investments Level 2 225.00 232.59 372.00 399.98
Other financial liabilities - - 55.16 - - -
Trade receivables 16,777.06 16,777.06 13,912.96 13,912.96
Total financial liabilities - - 55.16 - - -
Cash and cash equivalents 6,656.18 6,656.18 6,840.15 6,840.15

Valuation methodologies Other bank balances 853.50 853.50 543.94 543.94


Other financial assets 7,082.72 7,082.72 5,803.97 5,803.97
Investments in equity/preference instruments: The Group’s investments consist primarily of investment in equity/preference
Total financial assets 31,594.46 31,602.05 27,473.02 27,501.00
shares of unquoted companies. Management has considered cost to be approximating to fair value of such investments.
Financial liabilities:
All of the resulting fair value estimates are included in Level 3 as the fair values have been determined based on present Trade payables 639.08 639.08 582.61 582.61
values and discount rates used are adjusted for counter party or own credit risk. Borrowings - floating rate 14,585.56 14,585.56 10,912.41 10,912.41
Borrowings - fixed rate Level 2 637.45 628.23 2,370.86 2,057.33
Lease liability 1,251.92 1,251.92 1,224.86 1,224.86
Other financial liabilities 8,519.01 8,519.01 7,449.00 7,449.00
Total financial liabilities 25,633.02 25,623.80 22,539.74 22,226.21

The Group assessed that fair value of cash and cash equivalents, trade receivables, other financial assets, trade payables,
bank overdrafts, lease liability and other financial liabilities approximate their carrying amounts largely due to the short-
term maturities of these instruments.

292 SIS Limited Annual Report 2022-23 293


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

19. Financial instruments by category (Contd.) 21. Other liabilities


The fair value of investments and fixed rate borrowings are calculated based on fixed cash flows discounted using weighted Particulars March 31, 2023 March 31, 2022
average cost of debt as on balance sheet date and accordingly classified under level 2 fair values in the fair value hierarchy Other non-current liabilities - -
due to the use of significant observable inputs. Other current liabilities
Statutory dues payable 1,953.09 1,722.02
Valuation inputs and relationships to fair value Unearned income (refer note 23) 3.08 11.71
The following table summarizes the quantitative information about the significant unobservable inputs used in Level 3 fair Others 8.69 11.42
value measurements. Total other current liabilities 1,964.86 1,745.15
Total other liabilities 1,964.86 1,745.15
Fair value as at Significant
Particulars Sensitivity
March 31, 2023 March 31, 2022 unobservable inputs 22. Government grants
Unquoted Investments 241.27 177.82 Cost Management has considered cost to be Particulars March 31, 2023 March 31, 2022
approximating to fair value of such investments.
As at the beginning of the year - -
Indemnification asset 24.66 24.66 Probability of Change in estimates by 10% results in increase/
Received during the year 3.13 23.58
recognized on business outcome of litigation decrease in fair value by: March 31, 2023:
combination H 2.47 Million (March 31, 2022: H 2.47 Million) Released to the statement of profit and loss (3.13) (23.58)
Contingent consideration 55.16 - Probability of Change in estimates by 5% results in increase/ As at the end of the year - -
achieving financial decrease in fair value by: March 31, 2023: Current - -
projections H 2.76 Million (March 31, 2022: H Nil Million) Non-current - -

During the year ended March 31, 2023, one of the subsidiaries avail the benefit under National Apprenticeship Promotion
Valuation processes Scheme (NAPS) launched on August 19, 2016 wherein the Government of India provides the financial support to
The finance department of the Group includes team that performs the valuations of financial assets and liabilities required establishments undertaking the apprenticeship training in the following ways:
for financial reporting purposes, including level 3 fair values. The team reports directly to the chief financial officer (CFO).
1. Reimbursement of 25% of prescribed stipend subject to a maximum of H 1,500/- per month per apprentice by the
Discussions of valuation processes and results are held between the CFO and the valuation team at least once every
Government of India to all employers who engage apprentices.
3 months, in line with the Group’s quarterly reporting period. External valuer’s assistance is also taken for valuation purposes
whenever required. 2. Reimbursement of cost of basic training (up to a limit of H 7,500/- for a maximum of 500 hours = H 15/hour) by the
Government of India to Basic Training Providers (BTPs) in respect of apprentices who come directly for apprenticeship
The main level 3 inputs used by the Group are derived and evaluated as follows:
training without any formal training
• Discounts rate are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market
Accordingly, such Government Grant is taken to profit or loss when the conditions are met.
assessments of the time value of money and the risk specific to the asset.
During the year ended March 31, 2022, the Parent and certain subsidiaries are availing of benefits under a government scheme -
• Risk adjustments specific to the counter parties (including assumptions about credit default rates) are derived from credit
Pradhan Mantri Rojgar Protsahan Yojana (PMRPY) wherein the Central Government is paying the employer's contribution towards
risk grading determined by the Group’s internal credit risk management group.
Employee Pension Scheme/Provident Fund in respect of new employees joined till March 31, 2019 meeting specified criteria. The
• Volatility used for option pricing model is based on historical volatility of comparable companies. grant is paid by the Government on a monthly basis in the first three years of employment of eligible new employees on fulfilment
of certain conditions. Accordingly, such Government Grant is taken to profit or loss when the conditions are met.
• Contingent consideration – estimated based on expected cash outflows arising from the forecasted sales and the entities;
knowledge of the business and how the current economic environment is likely to impact it.
23. Revenue from operations
20. Provisions Particulars March 31, 2023 March 31, 2022
Sale of products (traded goods)
March 31, 2023 March 31, 2022
Particulars Revenue from sale of electronic security devices 228.78 425.46
Non-current Current Non-current Current Total (A) 228.78 425.46
Provision for employee benefits (refer note 28) Rendering of services
Gratuity 1,297.46 361.80 1,205.22 275.64 Security services
Compensated absences 432.53 3,504.44 485.85 3,489.32 From guarding and other security services 92,996.25 85,174.60
Facility management services
Other provisions
From Housekeeping, Cleaning, Facility operation & management services 18,569.75 13,602.48
IBNR - 61.87 - 63.97
From pest control services 322.28 295.95
Others 19.65 30.10 8.54 29.01 Other services
Total 1,749.64 3,958.21 1,699.61 3,857.94 From training fees 122.29 95.48
Total rendering of services (B) 112,010.57 99,168.51
IBNR Other operating revenues* 1,218.45 996.79
The IBNR, which is the abbreviated form of incurred but not reported (IBNR), are the reserves for claims that become due Total (C) 1,218.45 996.79
Revenue from operations (A+B+C) 113,457.80 100,590.76
with the occurrence of the events covered under the insurance policy but have not been reported yet. The sum of IBNR
losses plus reported losses yields an estimate of the total eventual liabilities the insurer will cover, known as ultimate losses. *Includes revenue from the sale of uniforms to employees.

294 SIS Limited Annual Report 2022-23 295


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

23. Revenue from operations (Contd.) 24. Other income


Disaggregate revenue information Particulars March 31, 2023 March 31, 2022
The following table presents the disaggregated revenue from contracts with customers for the year ended March 31, 2023. Interest income* 264.68 282.07
Total 264.68 282.07
Security Services Security Services Facility Inter-segment
Particulars Total
– India – International Management eliminations *Includes interest income on income tax refund.
Revenue by time of recognition
At a point in time (sale of equipments) 201.74 27.04 - - 228.78 25. Other gain/(loss)
Over the period of time 46,059.29 48,732.13 18,998.28 (560.68) 113,229.02 Particulars March 31, 2023 March 31, 2022
Total 46,261.03 48,759.17 18,998.28 (560.68) 113,457.80
Net gain/(loss) on sale of property, plant and equipment* 38.64 14.24
Revenue by geographical markets Foreign exchange gain/(loss) 23.54 (26.95)
India 46,261.03 - 18,998.28 (560.68) 64,698.63 Net gain/(loss) on financial assets/liabilities mandatorily measured at FVTPL - 257.36
Outside India - 48,759.17 - - 48,759.17 Other items 0.56 0.07
Total 46,261.03 48,759.17 18,998.28 (560.68) 113,457.80 Total 62.74 244.72

The following table presents the disaggregated revenue from contracts with customers for the year ended March 31, 2022. * Includes gain/(loss) on derecognition of right of use assets.

Security Services Security Services Facility Inter-segment


Particulars
– India – International Management eliminations
Total 26. Cost of materials consumed
Revenue by time of recognition Particulars March 31, 2023 March 31, 2022
At a point in time (sale of equipments) 212.60 212.86 - - 425.46 Purchases of chemicals, consumables, and others 506.88 330.28
Over the period of time 38,356.65 48,192.37 13,946.86 (330.58) 100,165.30 Uniforms and related inventories 76.50 68.22
Total 38,569.25 48,405.23 13,946.86 (330.58) 100,590.76 Total 583.38 398.50
Revenue by geographical markets
India 38,569.25 - 13,946.86 (330.58) 52,185.53 27. Changes in inventory
Outside India - 48,405.23 - - 48,405.23 Particulars March 31, 2023 March 31, 2022
Total 38,569.25 48,405.23 13,946.86 (330.58) 100,590.76 Inventory at the beginning of the year 340.25 308.93
Inventory transferred to property, plant and equipment 1.26 -
Contract balances: Inventory at the end of the year 314.28 340.25
The following table provides information about unbilled revenue and unearned income from contract with customers: Changes in inventory – (increase)/decrease 24.71 (31.32)

March 31, 2023 March 31, 2022 28. Employee benefits expense
Particulars Unbilled Unearned Unbilled Unearned (a) Employee benefits expense include
revenue Income revenue Income
Opening balance 4,867.30 11.71 4,079.90 19.52 Particulars March 31, 2023 March 31, 2022

Revenue recognized that was included in unearned income at - (46.57) - (106.21) Salaries, wages and bonus 82,076.17 69,688.46
the beginning of the year Contribution to provident and other funds 7,984.10 6,737.41
Increase due to cash received, excluding amounts recognized - 37.94 - 98.40 Government grants (Note 22) (3.13) (23.58)
as revenue during the year Employee share-based payment expense 135.54 202.48
Transfers from unbilled revenue, recognized at the beginning (4,867.30) - (4,079.90) - Gratuity expense 421.14 317.99
of the year, to receivables Leave compensation 569.85 436.33
Increase due to revenue recognized during the year, excluding 5,990.05 - 4,867.30 - Staff welfare expenses 828.72 753.36
amounts billed during the year Total 92,012.39 78,112.45
Closing balance 5,990.05 3.08 4,867.30 11.71
(b) Unfunded Scheme – leave obligations
Cost to obtain or fulfil a contract with a customer The below leave obligations cover liability for sick and earned leave in certain subsidiaries of the Group located in India.
Particulars March 31, 2023 March 31, 2022
The provision for leave obligations is presented as current, since the Group does not have an unconditional right to defer
Opening balance 17.73 14.68 settlement of any of these obligations. However, based on past experience, the Group does not expect all employees to
Costs incurred and deferred 29.45 47.56 take the full amount of accrued leave within the next 12 months. The following amount reflects leave that is not expected to
Less: Cost amortized (41.64) (44.51) be taken within the next 12 months:
Closing balance 5.54 17.73
Particulars March 31, 2023 March 31, 2022
Current leave obligation not expected to be settled within next 12 months 72.31 89.24

296 SIS Limited Annual Report 2022-23 297


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

28. Employee benefits expense (Contd.) 28. Employee benefits expense (Contd.)
Unfunded Schemes: Expenditure to be recognized during the year:
Particulars March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022
Present value of unfunded obligations 182.32 162.31 Current service cost 348.84 270.81
Expenses to be recognized in the statement of profit and loss 569.85 436.33 Interest cost 72.30 47.18
Discount rate (per annum) 7.20% 5.30% Total amount recognized in profit or loss 421.14 317.99
Salary escalation rate (per annum) 8.00% 8.00% Remeasurements
Return on plan assets, excluding amounts included in interest income (5.15) 11.62
The liability for earned and sick leave is recognized and measured at the present value of the estimated future cash flows
Loss/(gain) from changes in financial assumptions (126.93) (2.43)
to be made in respect of all employees at the reporting date. In determining the present value of the liability, attrition rates
Loss/(gain) from changes in demographic assumptions - 62.60
and pay increases through promotion and inflation have been taken into account.
Experience loss/(gain) 8.20 11.22
Total loss/(gain) recognized in other comprehensive income (123.88) 83.01
(c) Defined contribution plans
The entities of the Group have certain defined contribution plans. Contributions are made to provident fund in India for
Change in present value of defined benefit obligation is summarized below:
employees at the rate of 12% of the salary (subject to a limit of H 15,000 salary per month) as per regulations. For entities
in India, the contributions are made to the statutory provident fund administered by the government. The obligation of the Reconciliation of opening and closing balances of Defined Benefit Obligation March 31, 2023 March 31, 2022
Group is limited to the amount contributed and it has no further contractual or constructive obligation in this regard. Defined benefit obligation at the beginning of year 1,655.68 1,344.91

Further contributions are made in respect of Employees’ State Insurance Scheme, for specified employees, at the rate of Current service cost 348.84 270.81
3.25% of the gross pay as per regulations. The contributions are towards medical benefits provided by the Government to Interest cost 76.40 52.21
the employees. The contributions are made to employees’ state insurance authorities administered by the Government. Remeasurements (118.73) 71.39
The obligation of the Group is limited to the amount contributed and it has no further contractual or constructive obligation Benefits paid (117.71) (83.64)
in this regard. Defined benefit obligation at the end of year 1,844.48 1,655.68

In outside India, the entities of the Group provide post-employment benefits through accumulation fund and central provident
Reconciliation of fair value of plan assets:
fund. The entities of the Group pay a fixed contribution at the rate of 9.5% of the basic salary into employee nominated
independent superannuation (annuity) funds in relation to several state plans and insurance for individual employees. The Reconciliation of opening and closing balances of fair value of plan assets March 31, 2023 March 31, 2022
central provident fund is an employment-based savings scheme with employers and employees contributing a mandated Fair value of plan assets at the beginning of the year 174.82 181.15
amount to the Fund at the rate from 7.5% to 17%. The Group has no legal or constructive obligations to pay contributions Interest income 4.10 5.03
in addition to its fixed contributions. Remeasurements 5.15 (11.62)
Contributions to provident fund/ employees’ state insurance/ superannuation funds are recognized as an expense as Contribution by employer 118.86 83.90
they become payable which coincides with the period during which relevant employee services are received. Prepaid Benefits paid (117.71) (83.64)
contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. Fair value of plan assets at the closing of the year 185.22 174.82

Particulars March 31, 2023 March 31, 2022


Reconciliation of fair value of Assets and Obligations:
Expense recognized during the period towards defined contribution plans 7,984.10 6,737.41
Reconciliation of fair value of assets and obligations March 31, 2023 March 31, 2022

Fair value of plan assets 185.22 174.82


(d) Defined benefits plans
Present value of obligation (1,844.48) (1,655.68)
In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the entities of the Group provide for
Asset/(liability) recognized in balance Sheet (1,659.26) (1,480.86)
a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and
years of employment with the entities of the Group subject to completion of five years of service and other conditions. The The present value of defined benefit obligation relates to active employees only.
gratuity plan is a partly funded plan for the Parent and certain subsidiaries in the Group, and those entities make contributions
to Group’s gratuity policies managed by insurance companies. The Group does not fully fund the liability and maintains a The Group has no legal obligation to settle the deficit in the funded plans with an immediate contribution or additional
target level of funding to be maintained over a period of time based on estimations of expected gratuity payments. one‑off contributions. The Group intends to continue to contribute to the defined benefit plans to achieve target level of
funding to be maintained over a period of time based on estimations of expected gratuity payments.
Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no foreign defined benefit plans.
Certain entities of the Group have invested the plan assets in the insurer managed funds.

The following tables summarize the components of net benefit expense recognized in the statement of profit or loss and
the funded status and amounts recognized in the balance sheet for the respective plans:

298 SIS Limited Annual Report 2022-23 299


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

28. Employee benefits expense (Contd.) 28. Employee benefits expense (Contd.)
The principal assumptions used in determining gratuity and post-employment benefit obligations for the Group's plans are Defined benefit liability and employer contributions
shown below: The weighted average duration of the post-employment benefit plan obligations and expected maturity analysis of
Principal Assumptions: undiscounted gratuity benefits is as follows:

Principal actuarial assumptions March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022

Discount rate 7.20% 5.30% The weighted average duration of the post-employment benefit plan obligations (in years) 3.38 3.63
Future salary increase Expected contribution to the fund during the next year 271.52 229.96
– Non-billing/indirect employees 8.00% 8.00%
– Billing/direct employees 5.00-7.00% 5.00-7.00% Maturity profile: March 31, 2023 March 31, 2022
Attrition rate
Less than a year 543.83 430.52
Billing employees
Between 1-2 years 417.31 351.77
– Age from 21-30 years 39-52% 39-52% Between 2-5 years 800.62 689.26
– 31-40 28-42% 28-42% Over 5 years 684.01 598.24
– 41-50 28-40% 28-40% Total 2,445.77 2,069.79
– 51 & above 28-43% 28-43%
Non-billing employees (e) The Code on Wages, 2019 and the Code on Social Security, 2020 have been notified through Gazette of India after assent
– Age from 21-30 years 24-27% 24-27%
of Hon’ble President of India which govern, and are likely to impact, the contributions by the Group towards certain
– 31-40 16-21% 16-21%
employee’s benefits. Notification of rules of these codes are pending. The effective date of implementation of these
– 41-50 12-24% 12-24%
Codes has not yet been notified and the Group will assess the impact of these codes as and when they come into effect
– 51 & above 11-16% 11-16%
and will provide for the appropriate impact in its financial statements in the period in which, the Code becomes effective.

A quantitative sensitivity analysis for significant assumption is as shown below: (f) Share-based payments
Assumptions March 31, 2023 March 31, 2022 The Parent has two Employee Stock Option plans namely ESOP 2008 and ESOP 2016.
Discount rate
0.5% increase (1.90%) (1.88%)
ESOP 2008 (pre share sub-division effect)
0.5% decrease 1.98% 1.96% (a) Under ESOP 2008, the Parent has granted 59,000 options, 30,000 Options, 30,500 Options, 3,500 options and 2,096
Future salary increases options in the financial year ended 2008, 2011, 2014, 2015 and 2016, respectively. All such granted options have been
0.5% increase 1.92% 1.86% either exercised or lapsed in accordance with the terms of the respective plan.
0.5% decrease (1.86%) (1.80%) (b) All options under ESOP 2008 will now be governed by the terms of ESOP 2016 except in respect of vesting and exercise
which will still be governed by the terms mentioned in the respective grant letters.
The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice,
(c) The Options issued under ESOP 2008 will be adjusted for the bonus issue of ten equity shares for every equity share
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of
held as on September 20, 2016, as and when such options are exercised.
the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit
obligation calculated with the projected credit unit method at the end of the reporting period) has been applied as when
ESOP 2016 (post share sub-division effect)
calculating the defined benefit liability recognized in the balance sheet.
(a) Under ESOP 2016, the Parent has granted 2,432,000 options, 64,830 options, 21,000 options in the financial year 2016,
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the 2018 and 2019, respectively. All such options granted, have been either exercised or lapsed in accordance with the
previous year. terms of the respective plan as on March 31, 2023.

Risk Exposure (b) During the year ended March 31, 2022, the Parent issued a further 1,421,973 options to eligible employees which will
vest over next four financial years and be eligible for exercise, subject to certain conditions, after June 01, 2025. Out of
Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are market volatility,
such options:
changes in inflation, changes in interest rates, rising longevity, changing economic environment and regulatory changes.
i. 116,486 options have been forfeited/lapsed till March 31, 2023.
The Parent and certain entities of the Group have selected a suitable insurers to manage the funds in such a manner as
to ensure that the investment positions are managed with an asset-liability matching framework that has been developed ii. 11,199 options have been exercised up till March 31, 2023.
to achieve investments which are in line with the obligations under the employee benefit plans. Within this framework, iii. 258,858 options have been vested and not exercised/exercisable as on March 31, 2023.
the asset-liability matching objective is to match assets to the obligations by investing in securities to match the benefit
(c) During the year ended March 31, 2023, the Parent issued a further 35,700 options to eligible employees which will vest
payments as they fall due.
over next three financial years and be eligible for exercise, subject to certain conditions, after June 01, 2025. Out of
The insurers, on behalf of the entities of the Group, actively monitor how the duration and the expected yield of the such options:
investments are matching the expected cash outflows arising from employee benefit obligations. The entities of the Group
i. 1,800 options have been forfeited/lapsed on account of the respective employees no longer in employment.
has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that
failure of any single investment should not have a material impact on the overall level of assets. ii. No options have been vested and not exercised/exercisable as on March 31, 2023.

Options granted under the aforesaid plans carry no dividend or voting rights.

300 SIS Limited Annual Report 2022-23 301


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

28. Employee benefits expense (Contd.) 28. Employee benefits expense (Contd.)
Movements during the year (post share sub-division effect) Fair value of options granted
Year ended March 31, 2022 The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the
term of the option, the market price being the latest available closing price prior to the date of the grant and expected price
ESOP 2016
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option as
Particulars ESOPs granted in Total
detailed below:
2016-17 2017-18 2018-19 2021-22 2022-23
Outstanding stock options as on April 01, 2021 673,864 19,470 3,000 - - 696,334 Average life of the Risk-free
Grant date Volatility Market price (J) * Dividend yield
options (in Years) interest rate
Exercise price H 5/- H 5/- H 5/- H 5/- H 5/- H 5/-
01-Aug-16 29.18% 107.96 5.00 7.10% 1.75%
Options granted during the year - - - 1,421,973 - 1,421,973
03-Jan-18 30.94% 568.93 2.58 6.91% 0.25%
Options exercised during the year* 537,340 5,790 3,000 1,343 - 547,473
20-Apr-21 46.02% 360.95 5.12 5.55% 0.00%
Options forfeited/lapsed during the year 5,480 - - 60,514 - 65,994
20-Oct-22 39.02% 415.60 3.62 7.39% 0.00%
Outstanding stock options as at March 31, 2022 131,044 13,680 - 1,360,116 - 1,504,840
Exercisable stock options as at March 31, 2022 131,044 13,680 - 100 - 144,824 * Post bonus adjustment of ten equity shares for every one equity share held, wherever required.

In respect of options granted by the Parent prior to listing of its shares on stock exchanges, the market value of shares was
Year ended March 31, 2023
determined on the basis of valuation carried out by a SEBI registered merchant banker. The valuation was carried out using
ESOP 2016 a combination of Market Approach (by using market multiples of comparable listed companies) and Cost Approach.
Particulars ESOPs granted in Total
Total expenses arising from share-based payment transactions recognized in profit or loss as part of employee benefit
2016-17 2017-18 2018-19 2021-22 2022-23 expense were as follows:
Outstanding stock options as on April 01, 2022 131,044 13,680 - 1,360,116 - 1,504,840
Exercise price H 5/- H 5/- H 5/- H 5/- H 5/- H 5/- Particulars March 31, 2023 March 31, 2022

Options granted during the year - - - - 35,700 35,700 Employee stock option plan 135.54 202.48
Options exercised during the year* 129,400 13,680 - 9,856 - 152,936 Total employee share-based payment expense 135.54 202.48
Options forfeited/lapsed during the year 1,644 - - 55,972 1,800 59,416
Outstanding stock options as at March 31, 2023 - - - 1,294,288 33,900 1,328,188 29. Finance costs
Exercisable stock options as at March 31, 2023 - - - - - - Particulars March 31, 2023 March 31, 2022

* The weighted average share price at the date of exercise of options during the year ended March 31, 2023 was H 458.09 (March 31, 2022: Interest expenses 1,006.63 832.33
H 422.40). Interest on lease liability 114.12 105.63

There were no cancellations or modifications to the awards in March 31, 2023 or March 31, 2022. Other finance costs* 28.16 45.71
Total 1,148.91 983.67
Stock options outstanding at the end of the year have the following details (post share sub-division effect): * Includes commitment charges, loan processing charges, guarantee charges, loan facilitation charges, other ancillary costs incurred in
connection with borrowings other than finance costs that do not meet the definition of transaction costs.
Stock options Stock options
Grant Vesting Expiry Exercise Fair value
Grant Tranche outstanding outstanding
date date date price (J) @ (J)
March 31, 2023 March 31, 2022 30. Depreciation and amortization expenses
Plan II (ESOP 2016): Grant I I 01-Aug-16 01-Aug-17 01-Aug-22 5.00 95.41 - 4,078
Particulars March 31, 2023 March 31, 2022
Plan II (ESOP 2016): Grant I II 01-Aug-16 01-Aug-18 01-Aug-22 5.00 95.41 - 8,156
Depreciation on property, plant and equipment (Note 4) 1,113.92 868.78
Plan II (ESOP 2016): Grant I III 01-Aug-16 01-Aug-19 01-Aug-22 5.00 95.41 - 19,356
Plan II (ESOP 2016): Grant I IV 01-Aug-16 01-Aug-20 01-Aug-22 5.00 95.41 - 99,454 Amortization of intangible assets (Note 5) 232.89 246.73
Plan II (ESOP 2016): Grant II I 03-Jan-18 03-Jan-19 01-Aug-22 5.00 561.09 - 4,104 Total 1,346.81 1,115.51
Plan II (ESOP 2016): Grant II II 03-Jan-18 03-Jan-20 01-Aug-22 5.00 561.09 - 4,104
Plan II (ESOP 2016): Grant II III 03-Jan-18 01-Aug-20 01-Aug-22 5.00 561.09 - 5,472
Plan II (ESOP 2016): Grant V I 20-Apr-21 01-Jun-22 01-Jun-27 5.00 357.19 258,858 272,023
Plan II (ESOP 2016): Grant V II 20-Apr-21 01-Jun-23 01-Jun-27 5.00 357.19 258,858 272,023
Plan II (ESOP 2016): Grant V III 20-Apr-21 01-Jun-24 01-Jun-27 5.00 357.19 388,286 408,035
Plan II (ESOP 2016): Grant V IV 20-Apr-21 01-Jun-25 01-Jun-27 5.00 357.19 388,286 408,035
Plan II (ESOP 2016): Grant V I 20-Oct-22 21-Oct-23 01-Jun-27 5.00 411.65 11,299 -
Plan II (ESOP 2016): Grant V II 20-Oct-22 01-Jun-24 01-Jun-27 5.00 411.65 11,299 -
Plan II (ESOP 2016): Grant V III 20-Oct-22 01-Jun-25 01-Jun-27 5.00 411.65 11,302 -
Total 1,328,188 1,504,840

@
For pre-bonus issue options, additional shares on account of bonus adjustment are issued without cost to the employee.

302 SIS Limited Annual Report 2022-23 303


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

31. Other expenses 34. Commitments and contingencies


Particulars March 31, 2023 March 31, 2022 (a) Capital commitment
Training expenses 223.84 140.37 Particulars March 31, 2023 March 31, 2022
Uniform and kit items 190.43 215.40 Estimated amount of contracts remaining to be executed on capital account (net of capital 7.31 20.14
Selling expenses 150.77 87.62 advances) and not provided for
Administrative expenses:
Travelling and conveyance 1,012.88 648.01 (b) Commitment towards forward contract/put and call option to purchase non-controlling interests
Postage and telephone 291.18 297.15 Particulars March 31, 2023 March 31, 2022
Rent* 553.24 378.72
Sentry Security 0.83 -
Rates & taxes 82.56 100.90
Fortitude Security 1.65 -
Insurance 299.13 222.88
Security One 2.03 -
Repairs and maintenance:
Safety Direct Solutions Pty. Ltd. 50.65 -
- Buildings 17.87 12.27
Total 55.16 -
- Machinery 98.06 64.42
- Others 150.70 77.15
(c) Contingent liabilities
Vehicle hire charges 160.05 125.19
Payments to auditors 46.42 46.01 Particulars March 31, 2023 March 31, 2022

Legal and professional fees 571.31 517.72 Claims against the Group not acknowledged as debt:
Allowance for expected credit loss 269.31 195.67 – Litigation matters with respect to direct taxes 592.33 240.06
Expense towards corporate social responsibility 25.23 20.72 – Litigation matters with respect indirect taxes 152.68 136.97
Other direct operating cost 10,699.98 13,042.77 Other money for which the Group is contingently liable 69.27 67.32
Other administration and general expenses 618.52 504.14 Total 814.28 444.35
Total 15,461.48 16,697.11
The Group records a liability when it is both probable that a loss has been incurred and the amount can be reasonably
* Rent expenses are pertaining to short-term leases and low value assets. estimated. Significant judgment is required to determine both probability and the estimated amount. The Group reviews
these provisions periodically and adjusts these provisions accordingly to reflect the impact of negotiations, settlements,
32. Earnings per share (EPS) rulings, advice of legal counsel, and updated information. The Group believes that the amount or estimable range of
A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business,
share is set out below: financial position, results of the Group, or cash flows with respect to loss contingencies for legal and other contingencies as
at March 31, 2023.
Particulars March 31, 2023 March 31, 2022
Disputed claims against the Group, including claims raised by the tax authorities (e.g., Service tax) and which are pending
Profit attributable to equity holders of the Parent:
in appeal/court and for which no reliable estimate can be made of the amount of the obligation, are not provided for in the
Continuing operations 3,463.89 3,250.69 accounts. However, the present obligation, if any, as a result of past events with a possibility of outflow of resources, when
Profit attributable to equity holders of the Parent for basic earnings 3,463.89 3,250.69 reliably estimable, is recognized in the accounts as an expense as and when such obligation crystallizes.
Profit attributable to equity holders of the Parent adjusted for the effect of dilution 3,463.89 3,250.69
Weighted average number of equity shares for basic EPS (Numbers) 146,537,510 147,150,940 35. Events occurring after the Balance Sheet date
Effect of dilution: There were no significant events that occurred after the Balance Sheet date.
Stock options (Numbers) 1,312,489 1,488,450
Weighted average number of Equity shares adjusted for the effect of dilution 147,849,999 148,639,390 36. Segment information
Nominal value of equity shares (H) 5.00 5.00
The Group is currently focused on three business groups: Security Services (India), Security Services (International) and
Earnings per share Facility Management. The Group's organizational structure and governance processes are designed to support effective
– Basic (H) 23.64 22.09 management of multiple businesses while retaining focus on each one of them. The Operating Segments have been
– Diluted (H) 23.43 21.87 reported in a manner consistent with the internal reporting provided to the Group Management Committee, which is the
Chief Operating Decision Maker (“CODM”).
33. Distributions made and proposed
The Group operates primarily in 4 geographies, viz., India, Australia, Singapore and New Zealand. Outside India, the Group’s
Particulars March 31, 2023 March 31, 2022 business consists only of Manned Guarding and the risk and returns are similar to the business and geography in which
Cash dividends on Equity shares declared and paid: they operate, hence segment results of these geographies are presented as International segment. Given the risks and
Final dividend @ H Nil per share (March 31, 2022: H Nil per share) - - returns of each business and geography in India and outside India in which they operate are different, the segment results
Dividend distribution tax on proposed dividend - - of the Group are presented geographically for each the Group’s business across India and International to enable better
appreciation of the risks and returns of the Group across its various businesses and geographies in which they operate.
Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognized as a
liability (including DDT thereon) as at the reporting date.

304 SIS Limited Annual Report 2022-23 305


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

36. Segment information (Contd.) 37. Business combinations and acquisition of non-controlling interests
The business groups comprise the following: I. Acquisition of Safety Direct Solutions Pty. Ltd. (‘SDS’)
• Security Services (India) – Guarding, Electronic security and home alarm monitoring and response services On September 01, 2022, SIS Australia Group Pty. Limited, a subsidiary of the Group acquired 85% of the voting shares
of Safety Direct Solutions Pty. Limited (SDS), a non-listed company based in Australia and New Zealand specializing
• Security Services (International) – Guarding, Mobile patrols, Emergency medical response and rescue, Loss prevention in providing critical risk, medical, training and security services to a diversified portfolio of customers comprising the
and allied services defense, mining and resource sectors for cash consideration of H 270.50 Million (AUD 4.95 Million). The Group acquired
• Facility Management – Housekeeping, Cleaning, Facility operation & management and Pest control services SDS because of the continue building along with SMR the largest Paramedic business in Australia, and to increase the
SIS Group’s overall margin profile. The Group has put/call options to buy the remaining 15% of the shares of SDS on or
March 31, 2023 March 31, 2022 before June 30, 2024.
Particulars Inter- Inter-
External
segment
Total External
segment
Total Details of the net assets acquired and purchase consideration as follows:
Revenue Particulars SDS
Security services – India 45,876.26 384.77 46,261.03 38,358.08 211.17 38,569.25
Assets
Security services – International 48,759.17 - 48,759.17 48,405.23 - 48,405.23
Property, plant and equipment 181.53
Facility Management 18,822.37 175.91 18,998.28 13,827.45 119.41 13,946.86
Cash and cash equivalents 5.99
113,457.80 560.68 114,018.48 100,590.76 330.58 100,921.34
Trade and other receivables 174.54
Inter.co/inter-segment elimination (560.68) (330.58)
Deferred tax assets 31.83
113,457.80 100,590.76
Current Tax assets 12.42
Earning before interest, tax, depreciation and
Other assets 96.43
amortization (EBITDA)*
Total Assets (A) 502.74
Security services – India 1,935.37 183.50 2,118.87 1,574.28 82.22 1,656.50
Liabilities
Security services – International 1,980.09 - 1,980.09 2,691.69 - 2,691.69
Trade and other payables 13.86
Facility Management 1,004.86 (187.04) 817.82 722.32 (86.69) 635.63
Borrowings 76.32
4,920.32 (3.54) 4,916.78 4,988.29 (4.47) 4,983.82
Provisions 46.78
Inter.co/inter-segment elimination (1.51) 1.17
Other Liabilities 204.83
4,915.27 4,984.99
Total liabilities (B) 341.79
Finance costs (1,148.51) (983.67)
Total identifiable net assets at fair value (A-B) 160.95
Depreciation and amortization (1,271.37) (1,007.41)
Goodwill arising on acquisition 11.94
Other income and gains 327.42 276.67
Acquired contracts on acquisition 148.74
Share of profit/(loss) from associates/joint ventures 102.13 26.01
Purchase consideration transferred 321.63
Profit before tax reported to CODM 2,924.94 3,296.59
Exceptional items - -
Other gains/(losses) and effect of entries resulting from (75.84) 142.02
Purchase consideration – cash outflow
consolidation and business combination accounting Purchase Consideration SDS
Profit before tax 2,849.10 3,438.61
Amount settled in cash 270.50
Other information
Contingent consideration payable 51.13
Trade receivables 16,777.06 13,912.96
Total consideration 321.63
Gross debt 16,474.93 14,508.13
Net debt 8,615.77 6,867.56 Transaction costs of H 9.90 Million have been expensed and are included in other expenses.
Capital expenditure 1,567.67 1,052.24

*Excluding other income and other gain/(loss).

The total of non-current assets other than financial instruments and deferred tax assets by geographical location:

Particulars March 31, 2023 March 31, 2022


India 8,047.95 7,767.33
International 11,663.61 11,319.74
Total 19,711.56 19,087.07

306 SIS Limited Annual Report 2022-23 307


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

37. Business combinations and acquisition of non-controlling interests (Contd.) 37. Business combinations and acquisition of non-controlling interests (Contd.)
II. Asset Acquisition of Sentry Security, Fortitude Security, Protection Plus Security and Security One VI. Acquisition of Platform 4 Group Ltd. (‘P4G’)
During the year ended March 31, 2023, the Group acquired the assets of the following entities through its subsidiaries On February 28, 2019, SIS Australia Group Pty. Limited, a subsidiary of the Group, acquired 51% of the voting shares of
as below: Platform 4 Group Limited (P4G), a non-listed company based in New Zealand and specializing in physical security and
mobile patrols, in exchange for cash consideration of H 48.00 Mn (AUD 1 Million). In addition to the cash consideration
Protection Plus
Particulars (amounts in K) Sentry Security Fortitude Security Security One SIS Australia Group Pty. Ltd. injected H 16.00 Million (AUD 0.35 Million) in working capital by way of subscription for
Security
fresh equity shares issued to it. The Group acquired P4G because it provides a new market in which to provide
Acquiring entity Southern Cross Southern Cross Southern Cross Platform 4 Group
Protection Protection Protection security services.
Effective date of acquisition December 20, 2022 February 01, 2023 September 29, 2022 August 15, 2022 During the year ended March 31, 2022, SIS Australia Group Pty. Limited, a subsidiary of the Group, acquired entire
Nature of business Patrols Patrols Cash-in transit Monitoring remaining shareholding of 49% in Platform 4 Group Ltd., New Zealand, an indirect subsidiary of the Parent, for an
Fair value of consideration transferred aggregate consideration of H 275.55 Million (NZD 5.38 Million) which resulted in P4G and its subsidiaries becoming a
Amount settled in cash 2.50 6.80 10.74 20.57 wholly-owned subsidiary of the Parent.
Deferred consideration 0.84 1.70 - 2.05
Total fair value of consideration 3.34 8.50 10.74 22.62 VII. Acquisition of Protection Plus Security and Protective Services Limited
Identifiable net assets On February 01, 2022, Southern Cross Protection Pty. Ltd., a subsidiary of the Group acquired the business assets
Property, plant and equipment - - 10.15 - of Protection Plus Security, which is a leading locally owned and operated security company based in the region with
Employee entitlements - - (4.45) - branches in Townsville & Cairns, as well as servicing all of North Queensland region. The Company provides mobile
Lease liabilities - - (9.14) - patrols, static guards, alarm response, cash collection and banking services, armed guards, ATM first- and second-line
Customer contracts 4.77 12.14 1.97 31.38 response. The acquisition was made to enhance the Group's footprint in the region.
Deferred Tax liability on above (1.43) (3.64) (0.59) (8.76) On June 14, 2021, Platform 4 Group Ltd., a subsidiary of the Group acquired the business assets of Protective Services
Identifiable net assets 3.34 8.50 (2.06) 22.62 Limited as a going concern. The acquisition was made to enhance the Group's footprint in the lower north island region
Goodwill on purchase - - 12.80 - of New Zealand.

III. Acquisition of Terminix SIS India Private Limited (‘Terminix’) Purchase consideration:
During the year ended March 31, 2023, the Parent acquired the entire remaining shareholding of 49.99% in Terminix, Purchase consideration PPS PSL
a subsidiary of the Parent, for an aggregate consideration of H 7.77 Million which resulted in Terminix becoming a Cash paid for acquisition of shares 66.02 4.21
wholly‑owned subsidiary of the Parent.
Deferred consideration 13.15 -
Total consideration 79.17 4.21
IV. Acquisition of Uniq Security Solutions Private Limited (‘Uniq’)
Effective February 01, 2019, the Parent acquired 51% of the outstanding equity shares of Uniq for an aggregate Net assets acquired:
consideration of H 515.00 Million. In addition, the share purchase agreement provides for acquisition of 100% of the
The fair values of the identifiable assets and assumed liabilities as at the date of acquisition were:
outstanding equity shares, by September 2020, in one or more tranches, and at a price to be determined according to
a pre-agreed valuation formula. Particulars PPS PSL
Assets
During the year ended March 31, 2022, the Parent acquired entire remaining shareholding of 49% in Uniq, subsidiary of
Property, plant and equipment 15.20 0.47
the Parent, for an aggregate consideration of H 510 Million which resulted in Uniq becoming a wholly-owned subsidiary
of the Parent. Trade and other receivables 0.39 -
Acquired Contracts 47.29 4.09
V. Acquisition of SIS Henderson Holdings Pte. Ltd. (‘SISHH’) Less: Liabilities
Trade and other payables 20.97 -
On February 28, 2019, SIS International Group Holdings Pty. Limited, a subsidiary of the Group, acquired 60% of the
voting shares of Henderson Group, consisting of SIS Henderson Holdings Pte. Limited (SISHH) and its 100% owned Deferred tax liabilities 13.83 1.14
subsidiaries, a non-listed company based in Singapore and specializing in physical security and mobile patrols, in Total identifiable net assets at fair value 28.08 3.42
exchange for a cash consideration of H 2,205.82 Million (AUD 44.9 Million). The Group acquired SISHH because it
provides a new market in which to provide security services. Calculation of goodwill:

During the year ended March 31, 2022, SIS International Group Holdings Pty. Limited, a subsidiary of the Group, Particulars PPS PSL

acquired entire remaining shareholding of 40% in SIS Henderson Holdings Pte. Ltd., Singapore, an indirect subsidiary Total consideration 79.17 4.21
of the Parent, for an aggregate consideration of H 1,260.8 Million (AUD 22.25 Million) which resulted in SISHH and its Less: Net identifiable assets acquired 28.08 3.42
subsidiaries becoming a wholly-owned subsidiary of the Parent. Goodwill 51.09 0.79

308 SIS Limited Annual Report 2022-23 309


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

37. Business combinations and acquisition of non-controlling interests (Contd.) 38. Group information (Contd.)
VIII. Acquisition of additional interest in SLV Security Services Private Limited (‘SLV’) Principal Ownership interest
Ownership interest
place of held by the non-
Effective September 01, 2018, the Parent acquired 51% of the outstanding equity shares of SLV Security Services Private held by the Group
controlling interest
Name business and Principal activities
Limited for an aggregate consideration of H 505 Million. country of March March March March
incorporation 31, 2023 31, 2022 31, 2023 31, 2022
On February 10, 2020, the Parent acquired an additional 39.01% out of the outstanding equity shares of SLV, increasing
its ownership interest to 90.01%. An interim cash consideration of H 254.00 Million was paid to the non-controlling 8. Rare Hospitality and Services Private India Providing facility management 100.00% 100.00% 0.00% 0.00%
Limited services.
shareholders in terms of the agreement entered into at the time of initial acquisition of controlling interest in
that company. 9. Uniq Security Solutions Private Limited India Providing Security Services. 100.00% 100.00% 0.00% 0.00%
10. Uniq Detective and Security Services India Providing Security Services. 100.00% 100.00% 0.00% 0.00%
During the year ended March 31, 2021, the Parent has fulfilled its obligations of making the payment of all tranches (AP) Pvt. Ltd. **
through the escrow mechanism for acquisition of 100% of the share capital of SLV. 11. Uniq Detective and Security Services India Providing Security Services. 100.00% 100.00% 0.00% 0.00%
(Tamilnadu) Private Limited **
Assets and Liabilities classified as held for distribution to shareholders of subsidiary 12. Uniq Facility Services Private Limited** India Providing facility management 100.00% 100.00% 0.00% 0.00%
services.
As per the Shareholders’ Agreement between SIS and the existing shareholders of SLV, the Training Center business will
13. SIS Alarm Monitoring and Response India Alarm Monitoring and Response 100.00% 100.00% 0.00% 0.00%
be transferred from the SLV to a separate legal entity (owned and controlled by Promoters), by way of slump sale under
Services Private Limited Services
a business transfer agreement. The assets and liabilities mentioned in below table represent assets and liability in the
14. ADIS Enterprises Private Limited India Providing facility management 100.00% 100.00% 0.00% 0.00%
training center business: services
15. ONE SIS Solutions Private Limited India Providing Security Services, facility 100.00% 100.00% 0.00% 0.00%
Particulars March 31, 2023 March 31, 2022
management, pest control, alarm
Assets: monitoring and response services
Advance to Suppliers 0.60 0.60 16. SIS Security International Holdings Singapore$$ Holding company for international 100.00% 100.00% 0.00% 0.00%
Other 1.62 1.62 Pte. Ltd. (formerly known as SIS operations
International Holdings Limited)
Total assets classified as held for distribution to shareholders of subsidiary 2.22 2.22
17. SIS Security Asia Pacific Holdings Pte. Singapore$$ Holding company for international 100.00% 100.00% 0.00% 0.00%
Liabilities:
Limited (formerly known as SIS Asia operations
Trade payable 1.15 1.15 Pacific Holdings Limited)
Other 1.67 1.67 18. SIS Australia Holdings Pty. Ltd. Australia Holding company for Australia 100.00% 100.00% 0.00% 0.00%
Total liabilities classified as held for distribution to shareholders of subsidiary 2.82 2.82 19. SIS Australia Group Pty. Ltd. Australia Holding company 100.00% 100.00% 0.00% 0.00%
20. SIS Group International Holdings Pty. Australia Holding company 100.00% 100.00% 0.00% 0.00%
38. Group information Ltd.
Information about subsidiaries 21. MSS Strategic Medical and Rescue Pty. Australia Provision of paramedic and 100.00% 100.00% 0.00% 0.00%
Ltd. emergency response services
The subsidiaries (which along with SIS Limited, the Parent, constitute the Group) considered in the preparation of these 22. SIS MSS Security Holdings Pty. Ltd. Australia Holding company 100.00% 100.00% 0.00% 0.00%
Consolidated Financial Statements are:
23. MSS Security Pty. Ltd. Australia Provision of services relating to all 100.00% 100.00% 0.00% 0.00%
aspects of physical security
Principal Ownership interest
Ownership interest 24. Australian Security Connections Pty. Australia Provision of services relating to all 100.00% 100.00% 0.00% 0.00%
place of held by the non-
held by the Group
Name business and Principal activities controlling interest Ltd. aspects of physical security
country of March March March March 25. MSS AJG Pty. Ltd. # Australia Provision of services relating to all 0.00% 100.00% 0.00% 0.00%
incorporation 31, 2023 31, 2022 31, 2023 31, 2022 aspects of physical security
1. Service Master Clean Limited * India Providing facility management 100.00% 100.00% 0.00% 0.00% 26. Southern Cross Protection Pty. Ltd. Australia Loss prevention, asset protection 100.00% 100.00% 0.00% 0.00%
services and security services
2. Tech SIS Limited India Trading and installation of 100.00% 100.00% 0.00% 0.00% 27. Askara Pty. Ltd. *** Australia Loss prevention, asset protection 100.00% 100.00% 0.00% 0.00%
electronic security devices and and security services
systems 28. Charter Security Protective Services Australia Loss prevention, asset protection 100.00% 100.00% 0.00% 0.00%
3. Terminix SIS India Private Limited India Pest Control Management Services 100.00% 50.01% 0.00% 49.99% Pty. Ltd. *** and security services
4. Dusters Total Solutions Services India Providing facility management 100.00% 100.00% 0.00% 0.00% 29. Platform 4 Group Limited New Zealand Guard services, patrols and 100.00% 100.00% 0.00% 0.00%
Private Limited services monitoring services and event
5. SIS Business Support Services and India Rendering business support 100.00% 100.00% 0.00% 0.00% services
Solutions Private Limited services including guarding, parking 30. Triton Security Services Limited New Zealand Alarm Monitoring and Response 100.00% 100.00% 0.00% 0.00%
services, pest control services Services
6. SIS Synergistic Adjacencies Ventures India Rendering security and related 100.00% 100.00% 0.00% 0.00% 31. The Alarm Center Limited # New Zealand Alarm Monitoring and Response 0.00% 100.00% 0.00% 0.00%
Private Limited (formerly known as services in areas of manned Services
SISCO Security Services Private Limited) guarding 32. SIS Henderson Holdings Pte. Ltd. Singapore Holding company 100.00% 100.00% 0.00% 0.00%
7. SLV Security Services Private Limited India Providing manned guarding, 100.00% $
0.00% $
33. Henderson Security Services Pte. Ltd. Singapore Manned Guarding Services 100.00% 100.00% 0.00% 0.00%
facilities management and business
process outsourcing. 34. Henderson Technologies Pte. Ltd. Singapore Building a building mechanical & 100.00% 100.00% 0.00% 0.00%
electrical services

310 SIS Limited Annual Report 2022-23 311


$
#

*
$$

4.
3.
2.
1.
36.
35.

312
Name
Name

Limited

Private Limited *

Private Limited **
SIS Prosegur Holdings

Habitat Security Pty. Ltd.


SIS Cash Services Private

SIS Prosegur Cash Logistics


Safety Direct Solutions Pty. Ltd.

Safety Direct Solutions Pty. Ltd. NZ

India
India
India
All amounts in C Million, unless stated otherwise

38. Group information (Contd.)

Australia
of business

SIS Limited Annual Report 2022-23


incorporation
Principal place
Leadership Position. Burgeoning Market.

place of
Principal

Australia
country of

Malta, respectively during the year ended March 31, 2022.


incorporation

security

Wholly-owned subsidiary of SIS Cash Services Private Limited.


mechanism for acquisition of 100% of the share capital of SLV.

** Wholly-owned subsidiary of SIS Prosegur Holdings Private Limited.


Joint ventures in which the Group is a joint venturer
*** Wholly-owned subsidiaries of Southern Cross Protection Pty. Limited.
** Wholly-owned subsidiaries of Uniq Security Solutions Private Limited.

and country of Principal activities


Companies were deregistered during the financial year ended March 31, 2023.
business and Principal activities

rescue and medical training


rescue and medical training
Notes to the Financial Statements (Contd.)

personnel, industrial safety, fire


New Zealand Provision of emergency services
personnel, industrial safety, fire
Provision of emergency services

secure transportation of precious items and bullion


secure transportation of precious items and bullion
secure transportation of precious items and bullion

Provision of services relating to all aspects of physical


Cash-in-transit, ATM cash replenishment activities and
Cash-in-transit, ATM cash replenishment activities and
Cash-in-transit, ATM cash replenishment activities and
85.00%
85.00%
31, 2023
March

The joint ventures considered in the preparation of these Consolidated financial statements are:
held by the Group

0.00%
0.00%
31, 2022
March
Ownership interest

49.00%
49.00%
49.00%
49.00%
March 31, 2023
15.00%
15.00%
31, 2023
March

* 41% ownership interest is held through SIS Group International Holdings Pty. Ltd., Australia, a step-down subsidiary of the Parent.

by the Group
Ownership interest held
held by the non-

0.00%

49.00%
49.00%
49.00%
49.00%
March 31, 2022
0.00%
31, 2022
March
controlling interest
Ownership interest

Asia Pacific Holdings Pte. Limited (formerly known as SIS Asia Pacific Holdings Limited) has been changed from British Virgin Islands (BVI) and
During the year ended March 31, 2021, the Parent has fulfilled its obligations of making the payment of all tranches through the escrow

The place of business for SIS Security International Holdings Pte. Ltd. (formerly known as SIS International Holdings Limited) and SIS Security

All amounts in C Million, unless stated otherwise

38. Group information (Contd.)


Additional information under General Instructions for Preparation of Consolidated Financial Statements to Schedule III to the Companies Act, 2013:

Net assets i.e., total Share in other Share in total


Share in profit/(loss) for
assets minus total comprehensive income/ comprehensive income/
the year ('PAT')
liabilities (loss) for the year ('OCI') (loss) for the year ('TCI')
As a % of As a % of As a % of
Name Amount Amount Amount Amount
consolidated consolidated consolidated As a % of TCI
(K Million) (K Million) (K Million) (K Million)
net assets PAT OCI
Parent
1. SIS Limited 40.6% 9,466.52 54.9% 1,901.30 (1054.3%) 65.79 56.9% 1,967.09
Subsidiaries - Indian
2. Service Master Clean Limited 7.7% 1,793.94 9.5% 330.21 (47.3%) 2.95 9.6% 333.16
3. Tech SIS Limited 0.0% 7.99 (0.6%) (19.69) (5.9%) 0.37 (0.6%) (19.32)
4. Terminix SIS India Private Limited 0.3% 66.78 0.2% 5.28 (4.5%) 0.28 0.2% 5.56
5. Dusters Total Solutions Services Private Limited 11.5% 2,680.34 15.9% 550.89 (43.6%) 2.72 16.0% 553.61
6. SIS Business Support Services and Solutions Private Limited 0.0% 1.07 0.0% 0.96 0.0% - 0.0% 0.96
7. SIS Synergistic Adjacencies Ventures Private Limited (formerly known as
SISCO Security Services Private Limited) 0.0% 0.15 0.0% 0.01 0.0% - 0.0% 0.01
8. SLV Security Services Private Limited 0.5% 121.58 4.4% 154.18 (196.8%) 12.28 4.8% 166.46
9. Rare Hospitality and Services Private Limited 0.6% 145.54 0.9% 29.90 (59.5%) 3.71 1.0% 33.61
10. Uniq Security Solutions Private Limited 3.4% 790.27 3.5% 121.55 (47.9%) 2.99 3.6% 124.54
11. Uniq Detective and Security Services (AP) Pvt. Ltd. 0.0% 6.33 0.1% 3.08 (8.8%) 0.55 0.1% 3.63
12. Uniq Detective and Security Services (Tamilnadu) Private Limited (0.0%) (2.11) (0.0%) (0.74) (3.2%) 0.20 (0.0%) (0.54)
13. Uniq Facility Services Private Limited 0.1% 13.94 0.2% 7.93 13.8% (0.86) 0.2% 7.07
14. SIS Alarm Monitoring and Response Services Private Limited (0.0%) (1.87) (0.6%) (19.25) (10.4%) 0.65 (0.5%) (18.60)
15. Adis Enterprises Private Limited 0.0% 11.40 0.0% 1.64 (17.5%) 1.09 0.1% 2.73
16. One SIS Solutions Private Limited 0.0% 4.17 (0.2%) (5.72) 0.0% - (0.2%) (5.72)
Subsidiaries – Foreign
17. SIS Security International Holdings Pte. Ltd. (formerly known as SIS 0.9% 220.18 15.1% 522.52 0.0% - 15.1% 522.52
International Holdings Limited)
18. SIS Security Asia Pacific Holdings Pte. Limited (formerly known as SIS 0.9% 220.24 15.1% 522.52 0.0% - 15.1% 522.52
Asia Pacific Holdings Limited)
19. SIS Australia Holdings Pty. Ltd. 1.4% 320.01 15.8% 548.29 0.0% - 15.9% 548.29
20. SIS Australia Group Pty. Ltd. 8.5% 1,987.05 23.1% 801.58 0.0% - 23.2% 801.58
21. SIS Group International Holdings Pty. Ltd. (4.1%) (954.54) 4.0% 137.53 0.0% - 4.0% 137.53
22. MSS Strategic Medical and Rescue Pty. Ltd. 0.8% 191.63 0.2% 6.40 0.0% - 0.2% 6.40
23. SIS MSS Security Holdings Pty. Ltd. 6.3% 1,464.27 25.6% 886.57 0.0% - 25.6% 886.57
24. MSS Security Pty. Ltd. 34.5% 8,040.84 26.2% 906.56 0.0% - 26.2% 906.56
Consolidated / Financial Statements

25. Australian Security Connections Pty. Ltd. 0.0% 0.55 0.0% - 0.0% - 0.0% -
313
All amounts in C Million, unless stated otherwise

314
38. Group information (Contd.)

Net assets i.e., total Share in other Share in total


Share in profit/(loss) for
assets minus total comprehensive income/ comprehensive income/
the year ('PAT')
liabilities (loss) for the year ('OCI') (loss) for the year ('TCI')
As a % of As a % of As a % of
Name Amount Amount Amount Amount
consolidated consolidated consolidated As a % of TCI
(K Million) (K Million) (K Million) (K Million)
net assets PAT OCI

26. MSS AJG Pty. Ltd. 0.0% - 0.0% - 0.0% - 0.0% -


27. Southern Cross Protection Pty. Ltd. 7.3% 1,706.39 7.3% 252.17 0.0% - 7.3% 252.17
28. Askara Pty. Ltd. (0.1%) (21.87) (0.6%) (20.64) 0.0% - (0.6%) (20.64)
29. Charter Security Protective Services Pty. Ltd. 0.9% 203.21 (0.5%) (15.84) 0.0% - (0.5%) (15.84)
30. Platform 4 Group Limited 0.4% 97.13 (0.7%) (25.78) 0.0% - (0.7%) (25.78)
31. Triton Security Services Limited 0.8% 185.36 0.8% 28.81 0.0% - 0.8% 28.81

SIS Limited Annual Report 2022-23


Leadership Position. Burgeoning Market.

32. The Alarm Center Limited 0.0% - 0.0% - 0.0% - 0.0% -


33. SIS Henderson Holdings Pte. Ltd. 11.8% 2,752.06 0.3% 12.06 0.0% - 0.3% 12.06
34. Henderson Security Services Pte. Ltd. 1.1% 249.26 (4.1%) (142.50) 0.0% - (4.1%) (142.50)
35. Henderson Technologies Pte. Ltd. 0.2% 52.19 0.3% 9.93 0.0% - 0.3% 9.93
36. Safety Direct Solutions Pty. Ltd. 0.7% 163.76 (0.2%) (7.71) 0.0% - (0.2%) (7.71)
37. Safety Direct Solutions Pty. Ltd. NZ 0.0% 10.37 0.2% 6.84 0.0% - 0.2% 6.84
Joint ventures – Indian
1. SIS Cash Services Private Limited 3.5% 815.20 2.3% 79.75 (12.1%) 0.75 2.3% 80.51
2. SIS Prosegur Holdings Private Limited 2.6% 613.36 0.3% 11.18 (24.4%) 1.52 0.4% 12.71
3. SIS Prosegur Cash Logistics Private Limited 1.3% 292.20 0.2% 8.07 (4.7%) 0.29 0.2% 8.37
Joint ventures – Foreign
4. Habitat Security Pty. Ltd. 0.0% 4.83 0.1% 3.13 0.0% - 0.1% 3.13
Notes to the Financial Statements (Contd.)

Others
Adjustments arising out of consolidation/translation adjustments (10,386.79) (4,129.08) (101.53) (4,230.62)
Non-controlling interests - 1.13 - 1.13
Total 23,332.93 3,465.02 (6.24) 3,458.78
Particulars

Other equity

Name of entity
Refer note 37.

Joint ventures

Habitat Security Pty. Ltd.


Share capital/investment

SIS Cash Services Private Limited

(b) Other comprehensive income


Total non-controlling interests

(c) Total comprehensive income


(b) Interest in joint ventures

consolidated financial statements.

Total equity accounted investments


39. Interests in other entities
All amounts in C Million, unless stated otherwise

(a) Profit or loss from continuing operations


Aggregate amount of share of joint ventures
(a) Non-controlling interests (NCI)

India
Place of

Australia
business

49.00%
49.00%
interest
% of ownership
Relationship

Joint venture
Joint venture

The share of profits from joint ventures recognized by the Group is given below:
method
Accounting

Equity method
Equity method
-
-
-
March 31, 2023

104.70
2.57
102.13
March 31, 2023
March 31, 2023

513.49
4.60
508.89

Joint ventures
Carrying amount
Consolidated / Financial Statements

29.92
3.91
26.01
March 31, 2022
March 31, 2022
30.61
March 31, 2022
112.48

410.24
2.92
407.32
(81.87)

The Group holds 49% interest in SIS Cash Services Pvt. Ltd., SIS Prosegur Cash Logistics Pvt. Ltd., SIS Prosegur Holdings Pvt.

315
of SIS Cash Services Pvt. Ltd. The Group’s interest in these entities are accounted for using the equity method in the
Ltd. and Habitat Security Pty. Ltd. SIS Prosegur Cash Logistics Pvt. Ltd. and SIS Prosegur Holdings Pvt. Ltd. are subsidiaries
Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

40. Related party transactions 40. Related party transactions (Contd.)


Note 38 above provides the information about the Group's structure. The following table provides the total amount of transactions that have been entered into with related parties for the
relevant financial year.
Name of related parties
Enterprises owned
Enterprises owned or significantly or significantly
influenced by group of individuals or influenced by group
Key Management Personnel and their relatives Joint Venture entities Key management
their relatives who have control or of individuals or their
Joint Venture personnel and their Total
relatives who have
significant influence over the Group Particulars relatives
control or significant
Mr. Ravindra Kishore Sinha (Chairman) SIS Cash Services Private Limited Saksham Bharat Skills Limited influence over the
Group
Mr. Rituraj Kishore Sinha (Managing Director) SIS Prosegur Holdings Private Limited Security Skills Council India Limited
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
Mr. Uday Singh (Appointed as Independent director SIS Prosegur Cash Logistics Private Limited SIS Group Enterprises Limited 2023 2022 2023 2022 2023 2022 2023 2022
and ceased to be non-executive director w.e.f.,
Purchase of property, plant and equipment - - - - 3.27 - 3.27 -
July 26, 2022)
Purchase of goods/ receiving of services/ expenses 2.72 1.99 - - 8.03 - 10.75 1.99
Mr. Arvind Kumar Prasad (Director – Finance) Habitat Security Pty. Ltd. Sunrays Overseas Private Limited
reimbursed to related parties
Mrs. Rita Kishore Sinha – Non-Executive Director Vardan Overseas Private Limited
Sale of goods/ rendering of services/ expenses 151.64 119.91 - - 130.02 85.38 281.66 205.29
Mr. Amrendra Prasad Verma – Independent Director SIS Asset Management Limited reimbursed by related parties
(retired w.e.f., September 24, 2022) Redemption of investment in bonds/debentures 147.00 - - - - - 147.00 -
Mr. T C A Ranganathan – Independent Director Lotus Learning Private Limited Interest income on bonds or debentures or loans 39.57 40.92 - - 1.70 2.42 41.27 43.34
Mr. Devdas Apte – Independent Director (retired The Indian Public School Educational Salary & remuneration paid *# - - 86.80 71.25 - - 86.80 71.25
w.e.f., September 24, 2022) Foundation Society
Rent paid - - 17.16 16.56 79.06 73.10 96.22 89.66
Mr. Rajan Krishnanath Medhekar – Independent International Institute of Security &
Contribution to CSR expenditure - - - - 16.07 - 16.07 -
Director (retired w.e.f., September 24, 2022) Safety Management
Ms. Renu Mattoo – Independent Director (retired Annapurna S. P., Sinha Welfare * Post-employment benefits/other long-term employee benefits are actuarially determined for the Company as a whole and hence not separately
w.e.f., January 28, 2023) Activities & Social Awareness Reforms provided. Compensation towards share-based payments are being disclosed in the year of exercise of options.
Charitable Trust #
Includes sitting fees and commission paid.
Mr. Rajan Verma – Independent Director (appointed RSYA Dhanbad Auto Private Limited
w.e.f., July 28, 2021) Balances outstanding at end of the year
Mr. Upendra Kumar Sinha – Independent Director
(appointed w.e.f., June 29, 2022) Enterprises owned
or significantly
Ms. Rivoli Sinha – Non-Executive Director (appointed influenced by group
Key management
w.e.f., November 02, 2022) Joint Venture personnel and their
of individuals or their
Total
relatives who have
Mr. Sunil Srivastav – Independent director Particulars relatives
control or significant
Mr. Brajesh Kumar (Chief Financial Officer – India) influence over the
Group
Mr. Devesh Desai (Chief Financial Officer)
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
Ms. Pushpalatha Katkuri (Company Secretary) 2023 2022 2023 2022 2023 2022 2023 2022

Trade payables/Other payables 0.31 0.14 - - 1.46 19.73 1.77 19.87


Trade receivables/Other receivables 91.70 169.45 - - 83.81 84.69 175.51 254.14
Loans to related party - - - - 17.00 17.00 17.00 17.00
Investment in bonds/debentures 225.00 372.00 - - - - 225.00 372.00

316 SIS Limited Annual Report 2022-23 317


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

40. Related party transactions (Contd.) 41. Financial risk management


Terms and conditions of transactions with related parties The Group’s principal financial liabilities, comprise loans and borrowings, trade and other payables, and financial guarantee
Transactions relating to dividends paid, subscription for new equity shares were on the same terms and conditions that contracts. The main purpose of these financial liabilities is to finance the Group’s operations and to provide guarantees to
applied to other shareholders. support the financing of the operations of its subsidiaries, joint ventures and associates. The Group’s principal financial
assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations and loans,
The sales to, and purchases from, related parties are made on normal commercial terms and conditions and at market security and other deposits.
rates. Outstanding balances at the year-end are unsecured and carry interest equivalent to market rate, where specified, in
terms of the transactions and settlement occurs in cash. For the year ended March 31, 2023, the Group has not recorded The Group’s operations expose it to market risk, credit risk and liquidity risk. The Group’s focus is to reduce volatility in
any impairment of receivables relating to amounts owed by related parties (March 31, 2022: H Nil). This assessment is financial statements while maintaining balance between providing predictability in the Group’s business plan along with
undertaken each financial year through examining the financial position of the related party and the market in which the reasonable participation in market movement. It is the Group’s policy that no trading in derivatives for speculative purposes
related party operates. may be undertaken.

There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been Market risk
recognized in respect of impaired receivables due from related parties.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk mainly comprises currency risk and interest rate risk. Financial instruments affected by market
Information regarding significant transactions:
risk include loans and borrowings, loans and deposits given, FVTOCI investments and derivative financial instruments.
S.
Particulars Relationship March 31, 2023 March 31, 2022
No.
Foreign currency risk
a) Sale of goods / rendering of services / expenses reimbursed by
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
related parties
in foreign exchange rates which arises from assets and liabilities denominated in currencies other than the functional
SIS Cash Services Private Limited Joint Venture 19.35 16.01
currency of the respective entities and foreign currency revenue and cash flows. The Group’s exposure to the risk of
Habitat Security Pty. Ltd. Joint Venture 129.10 97.67
changes in foreign currency exchange rates relates primarily to the Group’s operating activities (when revenue or expense
Security Skills Council India Limited Others* 115.27 78.67
is denominated in a foreign currency) and the Group’s net investments in foreign subsidiaries. The Group has limited foreign
b) Redemption of investment in bonds/debentures
SIS Cash Services Private Limited Joint Venture 147.00 -
currency transactions and has limited exposure to foreign currency assets and liabilities resulting in the foreign currency
c) Interest income on bonds/ debentures/ loans given
risk being low.
SIS Cash Services Private Limited Joint Venture 39.57 40.92 The exchange rate between the Indian Rupee and foreign currencies has fluctuated in recent years and may continue to
d) Salary & remuneration do so in the future. Consequently, the results of the Group’s operations may be affected as the Indian Rupee appreciates/
Ravindra Kishore Sinha KMP ** 22.71 22.82 depreciates against these currencies.
Devesh Desai KMP ** 14.94 12.31
Rituraj Kishore Sinha KMP ** 9.69 9.69
The Group’s exposure to foreign currency risk at the end of the reporting period expressed in H are as follows:
Arvind Kumar Prasad KMP ** 5.68 5.44
Financial liabilities
Brajesh Kumar# KMP ** 11.52 7.39 Particulars
March 31, 2023 March 31, 2022
Pushpalatha Katkuri KMP ** 4.45 3.76
Foreign currency risk in K
Director sitting fees KMP ** 12.00 9.84
e) Rent paid USD 5.36 15.67
SIS Asset Management Limited Others* 58.38 53.36 EURO 0.06 3.54
Net exposure to foreign currency risk 5.42 19.21
Includes an amount of H 2.86 Million towards share-based payments for the options exercised during the year.
#

* Others represent Enterprises owned or significantly influenced by group of individuals or their relatives who have control or significant
influence over the Group. Sensitivity
** Key management personnel and their relatives. The sensitivity of profit or loss to change in the exchange rates arises mainly from foreign exchange denominated financial
instruments are as follows:

Impact on profit after tax


Particulars
March 31, 2023 March 31, 2022

Sensitivity
Increase by 5% 0.27 0.96
Decrease by 5% (0.27) (0.96)

318 SIS Limited Annual Report 2022-23 319


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

41. Financial risk management (Contd.) 41. Financial risk management (Contd.)
Interest rate risk Financial instruments and cash deposits
Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. Interest Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market with the Group’s policy. Surplus funds are invested in bank fixed deposits or used to temporarily reduce the balance of cash
interest rates. credit accounts to optimize interest costs.
The exposure of the Group’s borrowing to interest rate changes at the end of the reporting period are as follows:
Liquidity risk
Particulars March 31, 2023 March 31, 2022 Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with financial liabilities.
Variable rate borrowings: The Group consistently generates sufficient cash flows from operations and has access to multiple sources of funding to
– Loan repayable on demand 6,654.24 4,888.43 meet its financial obligations and maintain adequate liquidity for use.
– Loans 7,931.32 6,023.98 The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank
Fixed rate borrowings overdrafts, bank loans, debentures, shareholder equity, and finance leases.
– Bonds/Debentures - 1,894.32
– Vehicle loan 637.45 476.54
The below table summarizes the Group’s long-term debt that will mature in less than one year based on the carrying value
of borrowings reflected in the financial statements.
Total 15,223.01 13,283.27
Particulars March 31, 2023 March 31, 2022
The Group’s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as
defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in Group’s long-term debt 8,568.77 8,394.84
market interest rates. Group’s long-term debt that will mature in less than one year from reporting period 536.93 2,326.04
6.27% 27.71%
Profit or loss is sensitive to higher/lower interest expense from variable rate borrowings as a result of changes in interest rates.
The Group has assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Group
Particulars March 31, 2023 March 31, 2022
has access to a sufficient variety of sources of funding and significant portion of short-term debt maturing within 12 months
Interest rates – increase by 25 basis points * 36.46 27.28 can be rolled over with existing lenders. The Group believes that it has sufficient working capital and cash accruals to meet
Interest rates – decrease by 25 basis points * (36.46) (27.28) its business requirements and other obligations.

*Holding all other variables constant. The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual
undiscounted payments.
Credit risk
Credit risk arises from the possibility that counterparties may not be able to settle their obligations as agreed resulting in Year ended March 31, 2023
a financial loss. The primary exposure to credit risk arises from Trade receivables and Unbilled revenue (refer note 11 & 7 Less than 3 to 12 1 to 5
Particulars On demand > 5 years Total
respectively). These are unsecured and are managed by the Group through a system of periodically assessing the financial 3 months months years
reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad Borrowings 6,654.24 231.48 709.70 8,296.72 3.25 15,895.39
debts and ageing of accounts receivables. No single customer accounted for more than 10% of the accounts receivable as Lease liabilities - 104.61 310.05 1,072.17 91.93 1,578.76
of March 31, 2023 and March 31, 2022, respectively and revenues for the year ended March 31, 2023 and March 31, 2022, Other financial liabilities - 8,120.72 162.15 - - 8,282.87
respectively. There is no significant concentration of credit risk. The Group uses the expected credit loss (“ECL”) method to Trade payables - 639.08 - - - 639.08
assess the loss allowance for Trade receivables and Unbilled revenue taking into account primarily the historical trends and Contingent consideration - - 2.47 52.69 - 55.16
analysis of bad debts. The Group does not expect any credit risk or impairment in respect of amounts lent to its subsidiaries,
associates and joint ventures, if any.
Year ended March 31, 2022
The credit risk for financial assets other than bank balances and trade receivables are considered low.
Less than 3 to 12 1 to 5
Particulars On demand > 5 years Total
3 months months years
Significant estimates and judgments Borrowings 4,888.43 107.97 2,222.50 6,036.92 3.11 13,258.93
Impairment of financial assets Lease liabilities - 98.06 292.14 987.65 123.34 1,501.19
The impairment provision for financial assets disclosed above are based on assumptions about risk of default and expected Other financial liabilities - 7,217.03 - - - 7,217.03
loss rates. The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation, Trade payables - 582.61 - - - 582.61
based on the Group’s past history and existing market conditions. The Group estimates loss arising on trade receivables as Contingent consideration - - - - - -
a percentage of sales based on past trends and such loss is directly debited to revenue instead of creating a provision for
impairment of receivables. As a matter of policy, the Group does not carry out any hedging activities.

There has been no default in servicing borrowings and/ or breaches in loan covenants.

320 SIS Limited Annual Report 2022-23 321


Leadership Position. Burgeoning Market. Consolidated / Financial Statements

Notes to the Financial Statements (Contd.)


All amounts in C Million, unless stated otherwise All amounts in C Million, unless stated otherwise

41. Financial risk management (Contd.) 42. Additional capital disclosures (Contd.)
The Group has the following financial assets which are subject to the impairment requirements of Ind AS 109. On assessment Particulars March 31, 2023 March 31, 2022
of the future cash flows arising from these assets, the Group believes that there is no provision required to be made for Borrowings (Note 15) 15,223.01 13,283.27
impairment losses on these assets.
Lease liabilities (Note 16) 1,251.92 1,224.86
Particulars March 31, 2023 March 31, 2022 Cash and cash equivalents (Note 12), other bank balances and deposits (including margin money) (7,859.16) (7,640.57)

Financial Assets: Net Debt 8,615.77 6,867.56

Investments 225.00 372.00 EBITDA 4,915.27 4,984.99

Other financial assets 7,082.72 5,803.97 Net debt to EBITDA ratio 1.75 1.38

Total 7,307.72 6,175.97 In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it
simultaneously meets financial covenants attached to its borrowings. Breaches in meeting the financial covenants would
Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any
statement of cash flows: borrowing in the current period.
Year ended March 31, 2023
Dividends
Finance/
As at Exchange As at
Balance sheet caption
April 01, 2022
Cash flow Transaction cost/
translation March 31, 2023 The Parent declares and pays dividends in Indian Rupees. According to the Companies Act, 2013 any dividend should be
others
declared only out of accumulated distributable profits. A company may, before the declaration of any dividend, transfer a
Borrowings * 8,394.84 190.83 81.14 (98.04) 8,568.77 percentage of its profits for that financial year, as it may consider appropriate, to the reserves.
Interest accrued 231.97 (1,065.73) 1,075.27 (5.37) 236.14
The Parent’s Board, at its meeting dated May 03, 2023, has not proposed final dividend for the year ended March 31, 2023
(March 31, 2022: H Nil per share).
Year ended March 31, 2022
The Board of Directors, at their meeting held on September 21, 2016 had approved the issue of bonus shares in the
Finance/
As at Exchange As at proportion of 10:1, i.e., 10 (ten) equity shares of H 10 each for every 1 (one) fully paid up equity share held as on September 15,
Balance sheet caption Cash flow Transaction cost/
April 01, 2021 translation March 31, 2022
others 2016 pursuant to resolution passed by the shareholders on July 27, 2016. The Parent has not issued any bonus shares out
Borrowings * 9,337.80 (971.60) (2.32) 30.96 8,394.84 of capitalization of its revaluation reserves or unrealized profits.
Interest accrued 280.38 (932.62) 880.36 3.85 231.97
43. Additional regulatory disclosures
* Excluding borrowings considered as cash and cash equivalents for the purpose of statement of cash flows.
(a) Relationship with Struck off Companies:
42. Additional capital disclosures Relationship
Nature of
with struck off Name of Struck off Companies March 31, 2023 March 31, 2022
For the purpose of the Group’s capital management, capital includes issued equity capital, share premium, all other equity companies
transactions
reserves attributable to the equity holders of the Group. The primary objective of the Group’s capital management is to
Companies with outstanding balance
maximize shareholder value and support its strategies and operating requirements. The key objective of the Group’s capital
Customers Receivables Bateshwarnath Construction and Developers (Opc) Private 1.44 -
management is to ensure that it maintains a stable capital structure with a focus on total equity to uphold investor, creditor, Limited; Brij Packaging; Knorr-Bremse India Private Limited;
and customer confidence and to ensure future development of its business. The Group determines the capital requirement MGF Developers Private Limited; Orient Micro Abrasive
based on annual operating plans and long-term and other strategic investment plans. The funding requirements for the Limited; K M Memorial Hospital and Research Centre
Group’s operations are generally met through operating cash flows generated and supplemented by long-term and working Private Limited
capital borrowings from banks. Companies with Nil outstanding balance
Customers Receivables Nirmal Industries Ltd. - -
The Group’s objectives when managing capital are to:

(a) safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and (b) The disclosures required under Division II of Schedule III have been given to the extent applicable to the Group.
benefits for other stakeholders, and

(b) maintain an optimal capital structure to optimize the cost of capital. As per our report of even date

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the For S S Kothari Mehta & Company For and on behalf of the Board of Directors
Chartered Accountants
requirements of the financial covenants to which it is subject. To maintain or adjust the capital structure, the Group may
(Firm’s Registration No. 000756N)
adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors
capital using a ratio, which is Net Debt divided by EBITDA. The Group defines Net Debt as borrowings and lease liabilities less Naveen Aggarwal Ravindra Kishore Sinha Rituraj Kishore Sinha Arvind Kumar Prasad
cash and cash equivalents including bank balances and deposits irrespective of their duration/maturity. (Partner) Chairman Managing Director Director – Finance
Membership No. 094380 (DIN: 00945635) (DIN: 00477256) (DIN: 02865273)

Place: New Delhi Devesh Desai Brajesh Kumar Pushpalatha Katkuri


Date: May 03, 2023 Chief Financial Officer Chief Financial Officer (India) Company Secretary

322 SIS Limited Annual Report 2022-23 323


Notes
Registered Office
Annapoorna Bhawan, Telephone Exchange
Road, Kurji, Patna, Bihar-800010

Corporate Office
A-28 & 29, Okhla Industrial Area, Phase-1,
New Delhi - 110020

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