Your Directors take pleasure in presenting the Tenth (10^th) Annual Report of BLS E-Services Limited, on the business and
operations of the Company along with the Audited Consolidated and Standalone Financial Statements for the Financial Year
ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

2. REVIEW OF OPERATIONS (FY 2025- 26)
Consolidated

During the year under review, total income increased by
109.68% y-o-y at Rs. 1,14,279.61 lakhs as compared
to Rs. 54,500.84 lakhs in the previous year. Earnings
before Interest, Depreciation, Taxation & Amortization
and Exceptional Item (“EBIDTA”) was at Rs. 9,986.82
lakhs as compared to Rs. 8,611.22 lakhs in the previous
year. Profit after tax (“PAT”) for the year stood at
Rs. 6,926.69 lakhs as compared to Rs. 5,881.20 lakhs
in the previous year.

Standalone

Total income increased to Rs. 10,073.24 lakhs as
compared to Rs. 8,586.04 lakhs in the previous year.
EBIDTA stood at Rs. 2,452.84 lakhs as compared
to Rs. 3,955.14 lakhs in the previous year. PAT for
the year stood at Rs. 1,746.62 lakhs as compared to
Rs. 2,744.45 lakhs in the previous year.

3. STATE OF THE COMPANY’S AFFAIRS

BLS E-Services Limited is a technology enabled digital
service provider, providing (i) Business Correspondents,
(ii) Assisted E-Services; and (iii) E-Governance Services
at grass root levels in India. The Company act as
Business Correspondents to provide banking products
and services on behalf of major banks in India. Further,
we provide assisted E-Services through retailers and
digital stores. We also facilitate delivery of various
e-governance initiatives of the State Governments in
India by providing various information communication
technology enabled citizen centric services.

4. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there is no
change in the nature of business of the Company.

5. DIVIDEND

During the financial year under review, the Company

delivered strong financial performance. In view of this
performance, the Board declared an interim dividend of
5% (Rs. 0.50/- per equity share) on February 5, 2026.

Further, based on the Company’s performance, your
Directors are pleased to recommend for approval of the
members, a Final Dividend of 5% (Rs 0.50/- per equity
share) for the Financial Year ended March 31, 2026.
The Final Dividend shall be payable post Shareholders’
approval to be obtained at the 10th Annual General
Meeting.

The dividend, if approved, by shareholders in the 10^th Annual General Meeting (AGM) shall be paid to the eligible
shareholders of the Company within 30 days from the date of the 10^th AGM.

6. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), the Board has
formulated and adopted the Dividend Distribution
Policy.

The Policy is available on the website of the Company
and accessible by clicking on the following link:

https://biseservices.com/upioads/fiies/DIVIDEND
DISTRIBUTION POLICY.pdf

7. TRANSFER TO RESERVES

For details, please refer to the ‘Other Equity’ Section
included as note no. 19 in the Standalone Financial
Statements and as note no. 19 in Consolidated
Financiai Statements forming an integrai part of this
Annuai Report.

8. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review, there
was no change in the Authorized Share Capital
of the Company. As on March 31, 2026, the
Authorized Share Capitai of the Company was
Rs. 1,10,00,00,000/- (Rupees One Hundred Ten
Crores only) divided into Rs. 11,00,00,000 (Eleven
Crores) equity shares of Rs. 10/- (Rupee Ten only).

B. Paid up Share Capital

During the financial year under review, there
was no change in the paid up Share Capitai
of the Company. The issued, subscribed and
paid up Share Capitai of the Company stood at
Rs. 90,85,64,850/- (Rupees Ninety Crores Eighty-
Five Lakh Sixty Four Thousand Eight Hundred and
Fifty only) divided into 9,08,56,485 (Nine Crore

Eight Lakh Fifty Six Thousand Four Hundred and
Eighty Five) equity shares of Rs. 10/- (Rupees Ten)
each as on March 31, 2026.

9. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year under review, the provision of section
125(2) of the Companies Act, 2013 (“the Act”) does
not apply as the company was not required to transfer
any amount or shares to the Investor Education and
Protection Fund (IEPF) established by the Central
Government of India. The Company has designated the
Company Secretary of the Company as ‘Nodal Officer’
for the purposes of IEPF related matters.

10. LISTING AT STOCK EXCHANGE

The shares of the Company are listed on the main board
of National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE) w.e.f. February 06, 2024 and are
traded on the said Exchanges under the scrip code/
symboi as given beiow:

i) BSE Scrip Code: 544107

ii) NSE Scrip Symboi: BLSE

The Annual Listing fees for the current financial year
have been paid to the Stock Exchanges.

11. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES AND CONSOLIDATED FINANCIAL
STATEMENTS

As on March 31, 2026, your Company has the following
Subsidiaries, including step-down Subsidiaries:-

Considering the criteria mentioned under Regulation
16 and 24 of the SEBI Listing Regulations,
during the financial year under review, Zero
Mass Private Limited and Aadifidelis Solutions
Private Limited were identified as Material Subsidiaries
of the Company, and the Company has complied with
all the requirements specified under the SEBI Listing
Regulations with respect to Subsidiaries. Further, the
Company did not have any joint ventures or associate
companies.

The Consolidated Financial Statements of the Company
& its subsidiaries which forms part of Annual Report
have been prepared in accordance with Section 129(3)
of the Companies Act, 2013. Further, a statement
containing the salient features of the Financial
Statements of Subsidiaries and Associate Companies
in prescribed Format AOC - 1 is annexed herewith as
Annexure-I.

Pursuant to the provisions of Section 136 of the
Companies Act, 2013, the Audited Financial Statements,
including Consolidated Financial Statements and
related information of the Company and its Subsidiaries
are available on the website of the Company at
(www.blseservices.com). These documents will also be
available for inspection during the business hours at the
Registered Office of the Company. Any member desirous
of obtaining a copy of the said Financial Statements
may write to the Company at [email protected]

These statements present the financial position and
performance of the Company and its subsidiaries as a
single economic entity.

12. COMPANIES WHICH HAVE BECOME OR
CEASED TO BE THE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES

During the year under review, no companies have
become or ceased to be Subsidiaries, Joint Ventures, or
Associate Companies of the Company.

Subsequent to the year under review, the Company
has successfully completed the acquisition of 100%
equity shares of Atyati Technologies Private Limited
on July 02, 2026 and it has become the wholly-owned
subsidiary of the Company.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis (MD&A) for
the year under review, in compliance with Regulation
34 (3) read with Para B of Schedule V of SEBI Listing
Regulations has been enclosed separately in the Annual
Report.

14. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS/ COURTS/
TRIBUNALS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which have an impact
on the going concern status and Company’s operations
in future.

15. AUDITORS

a) Statutory Auditors

In terms of Section 139 of the Act, read with
Companies (Audit and Auditors) Rules, 2014,
Members of the Company, in 7th Annual General
Meeting held on September 15, 2023 had
appointed M/s. S.S. Kothari Mehta & Co. LLP,
Chartered Accountants (FRN: 000756N/N500441),
as Statutory Auditors of the Company for a term
of Four (4) Consecutive Years, commencing from
the conclusion of 7^th Annual General Meeting
(AGM) until the conclusion of the 11^th AGM of the
Company to be held in the financial year 2027-28
and they continue to be the Statutory Auditors of
the Company.

Further, the Statutory Auditors have issued their
Auditors’ Report on the Financial Statements
of the Company for Financial Year 2025-2026.
The Report does not contain any qualifications
or adverse comments, needing explanations or
comments by the Board. The Statutory Auditors
have not reported any incident of fraud to the Audit
Committee in the year under review.

b) Secretarial Auditors

Pursuant to Regulation 24A of SEBI Listing
Regulations and in terms of Section 204 of the
Companies Act, 2013 and applicable Rules made
thereunder, the shareholders of the Company at
their meeting held on September 15, 2025 had
appointed M/s. P. K. Mishra & Associates, Company
Secretaries in practice, Firm’s Registration No.
S2016DE382600 as Secretarial Auditors for a term
of 5 consecutive years to conduct the Secretarial
Audit of the Company from FY 2025-26 till
FY 2029-30.

The Secretarial Audit Report issued by M/s. P. K.
Mishra & Associates, Secretarial Auditors of the
Company in Form MR-3 is annexed herewith as
Annexure - II. The Secretarial Audit Report for
the financial year ended March 31, 2026 is self¬
explanatory and does not contain any qualifications,
reservations, adverse remark or disclaimer.

The Company has submitted the Annual Secretarial
Compliance Report for the financial year ended
March 31, 2026, issued by M/s. P. K. Mishra &
Associates, Secretarial Auditors of the Company
with the Stock Exchanges where the equity shares
of the Company are listed.

In terms of provisions of Regulations 24A of SEBI
Listing Regulations, the Secretarial Audit Report
of material subsidiaries of the Company for the
financial year ended March 31, 2026 as issued by
M/s AVS and Associates, Company Secretaries,
Secretarial Auditors of Zero Mass Private Limited
and Aadifidelis Solutions Private Limited are
annexed herewith as Annexure- III and forming
part of this Directors’ Report.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the
Act and rules made thereunder (including any
amendment(s), modification(s) or re-enactment(s)
thereof for the time being in force), the Board of
Directors of the Company, on the recommendation
of Audit Committee, at their meeting held on
May 14, 2025 had appointed M/s. Nangia & Co. LLP,
Chartered Accountants, as Internal Auditors of the
Company to conduct Internal Audit of the Company
for the financial year 2025-26. The scope of work
and authority of the Internal Auditors is as per the
terms of reference approved by Audit Committee.
The Internal Auditors monitors and evaluates the
efficiency and adequacy of internal control system
in the Company, its compliance with operating
systems, accounting procedures and policies
of the Company. Significant audit observation
and recommendations along with corrective
actions thereon have been presented to the Audit
Committee of the Board, from time to time.

Pursuant to the provisions of section 138 of the
Companies Act, 2013, the Board has approved the
re-appointment of M/s. Nangia & Co. LLP, Chartered
Accountants, as Internal Auditors of the Company
to conduct Internal Audit of the Company for the
financial year 2026-27.

16. PARTICULARS OF LOANS, GUARANTEE OR
INVESTMENT UNDER SECTION 186

The details of Loan, Investments and Guarantees
covered under the provisions of Section 186 of the Act
are given in the Notes to the Financials Statements
forming part of Annual Report.

17. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92 (3) of the
Companies Act, 2013 (‘the Act’), the Annual Return of
the Company as on March 31, 2026 in Form MGT-7 is
available on the website of the Company athttps://
biseservices.com/investor-reiations/sharehoider-
generai-meeting

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5)
of the Companies Act 2013, the Directors to the best of
their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonabie and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year
and of the profit and loss of the company for that
period;

(c) the directors have taken proper and sufficient
care to the best of their knowledge and ability
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irreguiarities;

(d) they have prepared the Accounts for the financial
year ended March 31, 2026 on a ‘going concern
basis’;

(e) they have laid down internal financial controls to
be followed by the Company and such Internal
Financial Controls are adequate and operating
effectiveiy;

(f) proper systems have been devised to ensure
compliance with the provisions of aii applicable
iaws and that such systems were adequate and
operating effectiveiy.

19. DISCLOSURE ON COMPLIANCE WITH
SECRETARIAL STANDARDS

The Company has devised proper system to ensure
compliance with the provisions of all applicable
Secretarial Standards (including SS-I and SS-II on
Board and General Meetings) issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

(A) Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section
152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Diwakar Aggarwal
(DIN: 00144645), Non-Executive Director of the
Company, being longest in the office is liable to
retire by rotation at ensuing 10^th Annual General
Meeting of the Company and being eligible, has
offered himself for re-appointment. There was
no change in composition of the Board during the
financial year 2025-26.

i. Inductions, Re-appointments, Retirements
& Resignations

Re-appointment

Pursuant to the recommendation of the
Nomination and Remuneration Committee and
the Board, the shareholders of the Company, at
its meeting held on September 15, 2025, have
approved re-appointment of Mr. Rahul Sharma
(DIN: 06879073), as Executive Director
(Whole-Time Director) of the Company, for a
term of three (3) consecutive years with effect
from June 26, 2026.

Appointment

Pursuant to recommendation of Nomination
and Remuneration Committee, the Board of
Directors of the Company at their meeting held
on August 06, 2026 has appointed Dr. Savita
(DIN: 08764773) and Mr. Sarthak Behuria
(DIN: 03290288) as Additional Directors in
the category of Non Executive Independent
Director(s) with effect from August 06, 2026,
and recommended to the shareholders for their
approval, their appointment as Independent
Director(s) for the period of 5 (five) consecutive
years i.e. from August 6, 2026 to August 5,
2031, not liable to retire by rotation, under the
provisions of the Companies Act, 2013.

Change in Key Managerial Personnel (KMP)

During the year under review, Mr. Sameer
Kumar, Company Secretary and Compliance
Officer of the Company (Key Managerial
Personnel) resigned w.e.f May 13, 2025 and
Mrs. Neha Baid was appointed as Company
Secretary and Compliance Officer of the
Company w.e.f May 14, 2025.

(B) Declaration by Independent Directors

Every Independent Director, at the first meeting of
the Board after their appointment and thereafter
at the first meeting of the Board in every financial
year or whenever there is any change in the
circumstances which may affect his status as
an independent director, is required to provide
a declaration that he/she meets the criteria of
independence as provided in Section 149(6) of the
Companies Act, 2013 (“the Act”) and Regulation
16(1)(b) of the SEBI Listing Regulations.

In accordance with the aforesaid provisions,
each Independent Director has given a written
declaration to the Company confirming that he/
she meets the criteria of independence under
Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations and that they have
complied with the Code of Conduct as specified in
Schedule IV to the Act.

In the opinion of the Board, all the Independent
Directors fulfill and meet the criteria of
independence as provided under the Companies
Act, 2013, Rules made thereunder, read with the
SEBI Listing Regulations and are independent of the
management and possess requisite qualifications,
experience, and expertise and hold highest
standards of integrity to discharge the assigned
duties and responsibilities as mandated by the
Companies Act, 2013 and SEBI Listing Regulations
diligently.

All Independent Directors have registered their
name in the databank maintained with the Indian
Institute of Corporate Affairs, (“IICA”) pursuant
to Companies Act and rules made thereunder.
Further, in terms of Section 150 of the Act, read
with Rule 6(4) of the Companies (Appointment
& Qualification of Directors) Rules, 2014, all
the Independent Directors have passed or were
exempted to undertake online proficiency self¬
assessment test conducted by the IICA.

None of the aforesaid Directors are disqualified
under Section 164(2) of the Companies Act, 2013.
Further, they are not debarred from holding the
office of Director pursuant to any order of SEBI or
any other authority.

The terms and conditions of appointment of
Independent Directors, outlining their role,
function, duties and responsibilities, is available
on the Company’s website athttps://biseservices.
com/investor-reiations/bis-poiicies

(C) Familiarization Programme for the Board of
Directors

The Company believes in the policy of transparency
by sharing regular updates with the Independent
Directors. The Company makes presentations
to the directors in their meetings held on regular
intervals to keep them abreast of Company’s
strategy, operations, product and service offering,
market, organization structure, finance, human
resources, technology, quality, facilities, risk
management and insider trading laws. The
Independent Directors have been provided with
necessary documents/brochures, reports and
internal policies to enable them to familiarize with
the Company, its operations, business, industry,
environment in which it functions, procedures and
practices.

Company’s Policy on familiarization programmes
of Independent Directors along with the details
of familiarisation programme carried out during
FY 2025-26 can be accessed on the webiink viz.
https://biseservices.com/upioads/fiies/POLICY
FOR FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS.pdf

>1. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 5 (Five) times during the financial
year 2025-2026. The details of Board Meetings
and attendance of Directors there at are given in
the Corporate Governance Report, appearing as a
separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 7
(Seven) Committees viz: 1) Audit Committee

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee, 4)
Corporate Sociai Responsibiiity Committee 5)
Risk Management Committee 6) Business and

Finance Committee and 7) IPO Committee. Details
about the Committees, Committee Meetings
and attendance of its Members are given in the
Corporate Governance Report, appearing as a
separate section in this Annuai Report.

During the year under review, aii recommendations
of Audit Committee were accepted by the Board of
Directors.

22. PARTICULARS OF REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

Pursuant to provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the particulars of remuneration
to the Directors and employees of the Company and
the details of the ratio of remuneration of each director
to the median employee’s remuneration and details
regarding top 10 employees in respect of remuneration
paid is annexed herewith as “Annexure- IV” to this
Report.

No Executive Director of the Company was in receipt
of any remuneration or commission from any holding
company or subsidiary company of the Company for the
Financial Year 2025-26 and hence disclosure of details
in the Board Report pursuant to Section 197(14) of the
Act is not applicable.

23. PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to Section 134(3) of the Companies Act,
2013 read with Rule 8(4) of the Companies (Accounts)
Rules, 2014 and Regulation 17 of SEBI Listing
Reguiations, the Board of Directors has conducted an
annuai assessment of its own performance, Board,
Committees and Individuai Directors. The performance
of the board was evaiuated based on the criteria such
as Board composition and structure, effectiveness of
board processes, information and functioning, etc.

The Board of Directors aiso evaiuated the functioning/
performance of Audit Committee, Stakehoiders
Reiationship Committee, Nomination & Remuneration
Committee, Risk Management Committee and
Corporate Sociai Responsibiiity Committee by seeking
inputs from the Committee members with regard to
composition, effectiveness of committee meetings, etc.
The Board expressed satisfaction with their functioning/
performance of the Committees, Individual Directors.

In terms of requirements under Schedule IV of
the Companies Act, 2013 and Regulation 25(3) of
SEBI Listing Regulations, a separate meeting of the
Independent Directors was also held on February 05,
2026, without presence of Executive officers of the
Company.

The Independent Directors at it’s meeting, inter alia,
reviewed the following:-

• Performance of Non- Independent Directors and
Board as a whole.

Performance of the Chairman of the Company,
taking into account the views of Executive Directors
and Non-Executive Directors

Assessed the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

The Independent Directors expressed their satisfaction
on the above reviews/evaluation.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has in place a whistle blower policy
to provide a mechanism for its employees to report
any concern to the Chairman of the Company’s
Audit Committee. The policy is made to ensure that
complaints, if any, are resolved quickly in formal and
conciliatory manner, confidentiality is maintained and
both the complainant and the person against whom the
complaint is made are protected. The same is placed
on the website of the Company athttps://biseservices.
com/uploads/files/WHISTLE BLOWER POLICY
VIGIL MECHANISM.pdf

25. RISK MANAGEMENT POLICY

Pursuant to provisions of Regulation 21 of SEBI
Listing Regulations, the Company has in place a Risk
Management Policy to identify and evaluate business
risks and opportunities.

The Company has a system in place for identification
of elements of risk which are associated with the
accomplishment of the objectives, operations,
development, revenue, regulations and appropriate
measures are taken, wherever required, to mitigate
such risks beforehand. The development and
implementation of Risk Management Policy has been
covered in Management Discussion & Analysis, which
forms part of Annual Report.

26. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and
respectful work environment for all our employees and
has constituted an Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act”).

The report on the details of the number of cases filed
with the Internal Complaint Committee of the Company
under POSH Act and their disposal for the year under
review is as under:-

a total of Rs. 33,00,000 on CSR activities through
its implementation partner, Sansthanam Abhay
Daanam, in line with Section 135(4) of the Companies
Act, 2013 and Rule 6 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014. Of the total
expenditure, Rs. 17,00,000 was allocated to Women
Empowerment initiatives focused on livelihood skills,
including sewing, weaving, tailoring and handioom,
computer training programs designed to increase
awareness and employability among women. The
remaining Rs. 16,00,000 was spent on Healthcare
initiatives emphasizing traditional and preventive
healthcare practices, specifically naturopathy and yoga
camps and the provision of ayurvedic medicines.

The Company’s CSR Policy statement and annual
report on the CSR activities undertaken during the
financial year ended March 31, 2026, in accordance
with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out in
Annexure-V to this report.

The CSR Policy has been placed on the website of the
Company athttps://biseservices.com/upioads/fiies/
Corporate Social Responsibility Poiicv.pdf

30. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

Aii contracts/ arrangements/ transactions entered
by the Company during the FY 2025-26 with related
parties were on an arm’s length basis and in the
ordinary course of business under Section 188 of the
Act. Further as per SEBI Listing Regulations, aii related
party transactions have been piaced before the Audit
Committee for their prior approvai.

Furthermore, omnibus prior approvai of the Audit
Committee has been obtained for the transactions
which are of foreseen and repetitive in nature and the
transactions entered into pursuant to the omnibus
approvai so granted are piaced before the Audit
Committee for reviewing on a quarteriy basis.

During the year under review, the Company has not
entered into any contracts/ arrangements/ transactions
with reiated parties which quaiify as materiai in
accordance with the Poiicy of the Company on
materiaiity of reiated party transactions. Accordingiy,
the disciosure of Reiated Party Transactions as required
under Section 134(3) (h) of the Companies Act, 2013
read with Ruie 8 of the Companies (Accounts) Ruies,
2014 in Form AOC-2 is not appiicabie.

The poiicy on reiated party transaction, as formuiated
by the Board is avaiiabie on the Company’s website
athttps://biseservices.com/upioads/fiies/Poiicy on
Materiaiity of Reiated Party Transaction.pdf

31. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has in piace a proper and adequate
internai controi system commensurate with the
size and nature of its business to ensure adherence
to Company’s poiicies, safeguarding of its assets,
prevention and detection of fraud, errors and accuracy
and compieteness of accounting records.

The Internai Auditors routineiy conduct system check
and audit and give their report after evaiuation of the
efficacy and adequacy of internai controi system.
Based on the report of Internai Audit the departments
undertake corrective action in their respective areas
and thereby strengthen the controis. Aii financiai and
audit controi systems are aiso reviewed by the Audit
Committee of the Board of Directors of the Company.

32. DEPOSITS

During the financiai year under review, your Company
has neither accepted nor renewed any deposits from
the pubiic within the meaning of Section 73 of the Act
and Companies (Acceptance of Deposits) Ruies, 2014.

33. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company aiways endeavors to reduce energy
consumption and achieve conservation of resources.
However, since your Company does not own any
manufacturing faciiity / production piants and is not
engaged in the reai estate activities, the requirements
pertaining to disciosure of particuiars reiating to
Conservation of Energy, Research & Deveiopment
and Technoiogy Absorption, as prescribed under
Companies (Disciosure of particuiars in the Report of
Board of Directors) Ruies, 1988, are not appiicabie.

The information regarding Foreign Exchange earnings
and outgo during the year is as beiow:

34. DETAILS IN RESPECT OF FRAUD REPORTED
BY AUDITORS

Pursuant to provisions of Section 143 (12) of the
Companies Act, 2013 there were no frauds reported
by the Auditors of the Company during the year under
review, to the Audit Committee or the Board of Directors,
therefore no disclosure is required to be made under
Section 134 (3) (ca) of the Companies Act, 2013.

35. MAINTENANCE OF COST RECORDS

The provisions mandating maintenance of Cost Records
and appointment of Cost Auditor for conducting Cost
Audit as prescribed under Section 148 of the Act are
not applicable to the Company for the financial year
ended March 31, 2026.

36. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

There have been no material changes affecting the
financial position of the Company, after the close of
FY 2025-26 till the date of this Report.

37. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDRE IBC, 2016

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose
the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the year along with their status as at the
end of the financial year is not applicable.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATTION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS

Not applicable

39. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34
of SEBI Listing Regulations read with Schedule V to
SEBI Listing Regulations, the Corporate Governance
Report of your Company along with a Certificate on
compliance with Corporate Governance received from
M/s. P. K. Mishra & Associates, Company Secretaries in
practice, confirming compliance with the conditions of
corporate governance, is enclosed as separate section
of Corporate Governance report in this Annual Report.

40. EMPLOYEE STOCK OPTION SCHEME

The Board of Directors of the Company in its meeting

held on February 12, 2024 has approved the BLS
E-Services Employees Stock Option Scheme-2024
(“Scheme”) which was further approved by the
Members of the Company through postal ballot (Remote
E-voting process) on May 3, 2024.

The Scheme is being implemented through a trust
route viz. BLS E-Services Employees Welfare Trust in
accordance with SEBI (Share Based Employee Benefits
& Sweat Equity) Regulations, 2021 (“SEBI SBEB &
SE Regulations”) with a view to attract and retain
best talent, encourage employees to align individual
performances with Company objectives, and promote
increased participation by them in the growth of the
Company.

The applicable disclosures as stipulated
under the SEBI SBEB & SE Regulations as on
March 31, 2026 is available on the website of the
Company at linkhttps://blseservices.com/investor-
relations/shareholder-general-meeting

The Company has received a certificate from the
Secretarial Auditors that the scheme is being
implemented in accordance with SEBI SBEB & SE
Regulations. The certificate would be placed at the 10^th
Annual General Meeting for inspection by the members.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2) (f) of the SEBI Listing
Regulations, the Business Responsibility and
Sustainability Report (‘BRSR’) containing disclosures of
company’s initiative on the environmental, social and
governance perspective in the format specified by the
SEBI is available as a separate Section of this Annual
Report.

The same is also available on the website of the
Company www.blseservices.com.

42. DISCLOSURE ABOUT UTILIZATION OF INITIAL
PUBLIC OFFER PROCEEDS

During the quarter ended March 31, 2026, the
shareholders of the Company vide special resolution
passed in the Extra-Ordinary General Meeting (“EGM”)
held on March 16, 2026, have approved the change and
variation in the objects of the issue, as outlined in the
Prospectus dated February 2, 2024. Specifically, the
Company has reallocated Rs 13,800 lakhs towards a
newly added object of ‘Acquisition of Equity Shares in
Atyati Technologies Private Limited’.

Your Company discloses to the Audit Committee,

the uses/application of proceeds/funds raised from
the initial public offer (IPO) on quarterly basis. The
Company has appointed CRISIL Limited as the
Monitoring Agency in terms of Regulation 41 of the
Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements), Regulations
2018 (“ICDR Regulations”), as amended from time to
time, to monitor the utilization of IPO proceeds. The
Company has obtained monitoring reports from the
Monitoring Agency on a quarterly basis on utilization
of IPO proceeds. The Company has submitted the
statement(s) as required under Regulation 32 of
the SEBI Listing Regulations and Monitoring Agency
Reports to both the exchanges where the equity shares
of the Company are listed, namely the National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE).
Further, Company has not raised any funds through any
further issue during the financial year ended March 31,
2026.

43. DISCLOSURE UNDER SECTION 43(A)(II) OF
THE COMPANIES ACT, 2013

The Company has not issued any shares with differential
rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014
is furnished.

44. DISCLOSURE UNDER SECTION 54(1)(D) OF
THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

45. ACKNOWLEDGEMENT

Your Board acknowledges support and co-operation
received from all its stakeholders including our dear
shareholders as well as regulatory authorities of the
Central Government and all State Governments in India
as they endeavor to create an enabling environment for
industry and commerce to prosper.

Your Company has been able to perform better with
the continuous improvement in all functions and areas,
coupled with an efficient utilization of the Company’s
resources led to sustainable and profitable growth of
the Organization.

Your Directors wish to place on record their appreciation
for the continuous assistance, support and co-operation
received from all the employees, stakeholders, viz.
financial institutions, banks, governments, authorities,
shareholders, clients, vendors, customers and
associates.

For and on behalf of the Board
BLS E-Services Limited

Shikhar Aggarwal Rahul Sharma

Chairman and Non-Executive Director Executive Director & CFO

DIN: 06975729 DIN: 06879073

Date: August 6, 2026 Date: August 6, 2026

Place: New York Place: New Delhi

Your Directors take pleasure in presenting the Ninth (9^th) Annual Report of BLS E-Services Limited, on the business and operations of the Company along with the Audited Consolidated and Standalone Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

2. REVIEW OF OPERATIONS (FY 2024- 25)Consolidated

During the year under review, total income increased by 76.05% y-o-y at Rs. 54,500.84 lakhs as compared to Rs. 30,957.85 lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA") was at Rs. 8611.22 lakhs, registering an increase of 72.47% y-o-y, as compared to Rs. 4,992.91 lakhs in the previous year. Profit after tax ("PAT") for the year stood at Rs. 5881.20 lakhs increased by 75.36% y-o-y, as compared to Rs. 3353.79 lakhs in the previous year.

Standalone

Total income increased by 99.19 % y-o-y at Rs. 8586.04 lakhs as compared to Rs. 4,310.42 lakhs in the previous year. EBIDTA stood at Rs. 3955.14 lakhs, registering an

increase of 182.51 % y-o-y, as compared to Rs. 1399.99 lakhs in the previous year. PAT for the year stood at Rs. 2744.45 lakhs, increase by 278.40 % y-o-y, as compared to Rs. 725.28 lakhs in the previous year.

3. STATE OF THE COMPANY''S AFFAIRS

BLS E-Services Limited is a technology enabled digital service provider, providing (i) Business Correspondents, (ii) Assisted E-Services; and (iii) E-Governance Services at grass root levels in India. The Company act as Business Correspondents to provide banking products and services on behalf of major banks in India. Further, we provide assisted E-Services through retailers and digital stores. We also facilitate delivery of various e-governance initiatives of the State Governments in India by providing various information communication technology enabled citizen centric services.

4. CHANGE IN NATURE OF BUSINESS

''During the financial year under review, there is no change in the nature of business of the Company.

5. DIVIDEND

During the financial year under review, the Company has given strong financial performance.

Further, based on the Company''s performance, your Directors are pleased to recommend for approval of the members, a Final Dividend of 10% (Rs 1.00/- per equity share) for the Financial Year ended March 31, 2025. The Final Dividend shall be payable post Shareholders'' approval to be obtained at the 9th Annual General Meeting.

6. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has formulated and adopted the Dividend Distribution Policy.

The Policy is available on the website of the Company and accessible by clicking on the following link:

https://www.blseservices.com/assets/pdfs/Dividend-

Distribution-Policy.pdf

7. TRANSFER TO RESERVES:

For details, please refer to the ''Other Equity'' Section included as note no. 18 in the Standalone Financial Statements and as note no. 19 in Consolidated Financial Statements forming an integral part of this Annual Report.

8. SHARE CAPITALA. Authorized Share Capital

During the financial year under review, there was no change in the Authorized Share Capital of the Company. As on March 31, 2025, the Authorized Share Capital of the Company was Rs. 1,10,00,00,000/- (Rupees One Hundred Ten Crores only) divided into Rs. 11,00,00,000 (Eleven Crores) equity shares of Rs. 10/- (Rupee Ten only).

B. Paid up Share Capital

During the financial year under review, there

was no change in the paid up Share Capital of the Company. The issued, subscribed and paid up Share Capital of the Company stood at Rs. 90,85,64,850/- (Rupees Ninety Crores Eighty Five Lakh Sixty Four Thousand Eight Hundred and Fifty only) divided into 9,08,56,485 (Nine Crore Eight Lakh Fifty Six Thousand Four Hundred and Eighty Five) equity shares of Rs. 10/- (Rupees Ten) each as on March 31, 2025.

9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of the Companies Act, 2013 ("The Act") does not apply as the company was not required to transfer any amount or shares to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. The Company has designated the Company Secretary of the Company as ''Nodal Officer'' for the purposes of IEPF related matters.

10. LISTING AT STOCK EXCHANGE

The shares of the Company are listed on the main board of National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f. February 06, 2024 and are traded on the said Exchanges under the scrip code/ symbol as given below:

i) BSE Scrip Code: 544107

ii) NSE Scrip Symbol: BLSE

The Annual Listing fees for the current financial year have been paid to the Stock Exchanges.

Considering the criteria mentioned under Regulation 16 and 24 of the SEBI Listing Regulations, during the financial year under review, Zero Mass Private Limited, BLS Kendras Private Limited and Aadifidelis Solutions Private Limited were identified as Material Subsidiaries of the Company, and the Company has complied with all the requirements specified under the SEBI Listing Regulations with respect to Subsidiaries. Further, the Company did not have any joint ventures or associate companies.

The Consolidated Financial Statements of the Company & its subsidiaries which forms part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed Format AOC - 1 is annexed here Annexure-I.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and its Subsidiaries are available on the website of the Company at (www. blseservices.com). These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company at [email protected].

These statements present the financial position and performance of the Company and its subsidiaries as a single economic entity.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the financial year ended March 31, 2025, Aadifidelis Solutions Private Limited became a Subsidiary of the Company. The Company acquired 57% controlling interest in Aadifidelis Solutions Pvt. Ltd and its affiliates ("ASPL"), one of the largest players in India in the distribution and processing of loans for corporates and individuals.

Further, Sai Finent Advisory Private Limited, being a wholly owned subsidiary of Aadifidelis Solutions Private Limited, became a step-down subsidiary of the Company as a result of this acquisition.

Apart from the above, there were no other companies which became or ceased to be subsidiaries, joint ventures, or associate companies during the financial year under review.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, in compliance with Regulation 34 (3) read with Para B of Schedule V of SEBI Listing Regulations has been enclosed separately in the Annual Report.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which have an impact on the going concern status and Company''s operations in future.

15. AUDITORSa) Statutory Auditors

In terms of Section 139 of the Act, read with Companies (Audit and Auditors) Rules, 2014, Members of the Company, in 7th Annual General Meeting held on September 15, 2023 had appointed M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants (FRN: 000756N/N500441), as Statutory Auditors of the Company for a term of Four (4) Consecutive Years, commencing from the conclusion of 7th Annual General Meeting (AGM) until the conclusion of the 11th AGM of the Company to be held in the financial year 2027-28 and they continue to be the Statutory Auditors of the Company

Further, the Statutory Auditors have issued their Auditors'' Report on the Financial Statements of the Company for Financial Year 2024-2025. The Report does not contain any qualifications or adverse comments, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

b) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company at their meeting held on May 13, 2024 had appointed M/s. P. K. Mishra & Associates, Company Secretaries in practice, Firm''s Registration No. S2016DE382600 as Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company in Form MR-3 is annexed as Annexure - II. The Secretarial Audit Report for the financial year ended March 31, 2025 is selfexplanatory and does not contain any qualifications, reservations, adverse remark or disclaimer.

The Company has submitted the Annual Secretarial Compliance Report for the financial year ended March 31, 2025, issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company with the Stock Exchanges where the equity shares of the Company are listed.

In terms of provisions of Regulations 24A of SEBI Listing Regulations, the Secretarial Audit Report of material subsidiaries of the Company for the financial year ended March 31, 2025 as issued by M/s AVS and Associates, Company Secretaries, Secretarial Auditors of Zero Mass Private Limited and Aadifidelis Solutions Private Limited, along with the Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of BLS Kendras Private limited, are annexed as Annexure -III and forming part of this Directors'' Report.

Further, pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations 2015 and Section 204 of the Companies Act, 2013, the Board has approved the appointment of M/s. P.K. Mishra & Associates, Company Secretaries in practice, a peer reviewed firm of Company Secretaries in Practice, having Firm''s Registration No. S2016DE382600 as a Secretarial Auditors of the Company for a tenure of five consecutive years, commencing from the FY 2025-26 till FY 2029-30, subject to approval of the Shareholders of the Company at the ensuing 9th AGM of the Company.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on May 13, 2024 had appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for the financial year 2024-25. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon have been presented to the Audit Committee of the Board, from time to time.

Pursuant to the provisions of section 138 of the Companies Act, 2013, the Board has approved the appointment of M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for the financial year 2025-26.

16. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

17. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92 (3) of the Companies Act, 2013 (''the Act''), the Annual Return of the Company as on March 31, 2025 in Form MGT-7 is available on the website of the Company at https://blseservices. com/investor-relations/shareholder-general-meeting

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Accounts for the financial

year ended 31st March, 2025 on a ''going concern basis'';

(e) they have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards (including SS-I and SS-II on Board and General Meetings) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rahul Sharma (DIN: 06879073), Executive Director of the Company, being longest in the office is liable to retire by rotation at ensuing 9th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

i. Inductions, Re-appointments, Retirements & Resignations

During the year under review, no change occurred in Board Composition.

Re-appointment

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on August 4, 2025, has approved re-appointment of Mr. Rahul Sharma (DIN: 06879073), as Executive Director of the Company, for a term of three (3) consecutive years with effect from June 26, 2026 subject to the approval of the shareholders in ensuing Annual General Meeting.

Continuation of Directorship

Pursuant to the recommendation of the Nomination and Remuneration Committee and in furtherance of Members approval dated May 19, 2023, the Board of Directors of the Company, at its meeting held on August 4, 2025, has approved and recommended continuation of directorship of Mr. Ram Prakash Bajpai (DIN: 07198693), as a NonExecutive, Independent Director of the Company, who is above the age of 75 years and who is serving his first term as an Independent Director with effect from December 21, 2022 until December 20, 2027 for approval of the shareholders in ensuing Annual General Meeting.

Retirement/ Cessation

Mr. Sanjay Kumar Rawat, Company Secretary and Compliance Officer of the Company resigned w.e.f April 16, 2024 and Mr. Sameer Kumar was appointed as Company Secretary and Compliance Officer of the Company w.e.f May 13, 2024.

Note: Mr. Sameer Kumar, Company Secretary and Compliance Officer of the Company resigned w.e.f. May 13, 2025 and Mrs. Neha Baid was appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 14, 2025.

(B) Declaration by Independent Directors

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he/she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with the aforesaid provisions, each Independent Director has given a written declaration to the Company confirming that he/ she meets the criteria of independence under

Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill and meet the criteria of independence as provided under the Companies Act, 2013, Rules made thereunder, read with the SEBI Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and SEBI Listing Regulations diligently.

All Independent Directors have registered their name in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA") pursuant to Companies Act and rules made thereunder. Further, in terms of Section 150 of the Act, read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency selfassessment test conducted by the IICA

None of the Independent Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s website at https://blseservices.com/investor-relations/bls-policies

(C) Familiarization Programme for the Board of Directors

The Company believes in the policy of transparency by sharing regular updates with the Independent Directors. The Company makes presentations to the directors in their meetings held on regular intervals to keep them abreast of Company''s strategy, operations, product and service offering, market, organization structure, finance,

human resources, technology, quality, facilities, risk management and insider trading laws. The Independent Directors have been provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company, its operations, business, industry, environment in which it functions, procedures and practices.

Company''s Policy on familiarization programmes of Independent Directors along with the details of familiarisation programme carried out during FY 2024-25 can be accessed on the weblink viz. https://blseservices.com/uploads/files/POLICY_ FOR_FAMILIARIZATION_PROGRAMME_FOR_ INDEPENDENT_DIRECTORS.pdf

21. BOARD & COMMITTEE MEETINGSa) Board Meetings:

The Board met 6 (Six) times during the financial year 2024-2025. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 7 (Seven) Committees viz: 1) Audit Committee

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee, 4) Corporate Social Responsibility Committee 5) Risk Management Committee 6) Business and Finance Committee and 7) IPO Committee. Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

During the year under review, all recommendations of Audit Committee were accepted by the Board of Directors.

22. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration

to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration and details regarding top 10 employees in respect of remuneration paid is annexed herewith as "Annexure- IV" to this Report.

No Executive Director of the Company was in receipt of any remuneration or commission from any holding company or subsidiary company of the Company for the Financial Year 2024-25 and hence disclosure of details in the Board Report pursuant to Section 197(14) of the Act is not applicable.

23. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI Listing Regulations, the Board of Directors has conducted an annual assessment of its own performance, Board, Committees and Individual Directors. The performance of the board was evaluated based on the criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board of Directors also evaluated the functioning/ performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee by seeking inputs from the Committee members with regard to composition, effectiveness of committee meetings, etc. The Board expressed satisfaction with their functioning/performance of the Committees and Individual Directors.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was also held on February 10, 2025, without presence of Executive Directors and officers of the Company to evaluate the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has in place a whistle blower policy to provide a mechanism for its employees to report any concern to the Chairman of the Company''s Audit Committee. The policy is made to ensure that complaints, if any, are resolved quickly in formal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at https://blseservices.

com/uploads/files/WHISTLE_BLOWER_POLICY___

VIGIL_MECHANISM.pdf

25. RISK MANAGEMENT POLICY

Pursuant to provisions of Regulation 21 of SEBI Listing Regulations, the Company has in place a Risk Management Policy to identify and evaluate business risks and opportunities.

27. POLICY ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has in place policy on Appointment and Remuneration of Director(s) (including criteria for making payments to Non-Executive Directors), KMP(s) and SMP(s) and other matters provided in Section 178(3) of the Companies Act, 2013. The salient features of Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The above policy has been placed on the website of the Company at https:// blseservices.com/uploads/files/NOMINATION_AND_ REMUNERATION_POLICY.pdf

The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue, regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand. The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis Report, which forms part of Annual Report.

26. PREVENTION OF SEXUAL HARASSMENT AND COMPLIANCE WITH MATERNITY BENEFIT ACT

''The Company is committed to provide a safe and respectful work environment for all our employees and has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act").

The report on the details of the number of cases filed with the Internal Complaint Committee of the Company under POSH Act and their disposal for the year under review is as under:-

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated CSR policy in terms of provision of Section 135(4) of the Companies Act 2013 read with Rule 6 of Companies (Corporate Social Responsibility Policy) Rules, 2014 to undertake CSR activities as specified in Schedule VII of the Act.

The Company promotes financial literacy education among women and align with best practices for financial inclusion. To achieve this objective the Company partnered with Sansthanam Abhay Daanam, an NGO, as implementing partner. Sansthanam Abhay Daanam was responsible for implementing the Company''s Women Empowerment initiatives, which focuses on increasing

awareness among women regarding sewing, weaving, tailoring, handloom, etc. through various trainings and programs.

During the year under review, the Company has spent Rs. 2,50,000 on CSR activity through its implementation partner i.e. Sansthanam Abhay Daanam.

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2025, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure-V to this report.

The CSR Policy has been placed on the website of the Company at https://blseservices.com/uploads/files/ Corporate_Social_Responsibility_Policy.pdf

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arm''s length basis and in the ordinary course of business under Section 188 of the Act. Further as per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval.

Furthermore, omnibus prior approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The policy on related party transaction, as formulated

by the Board is available on the Company''s website at https://blseservices.com/uploads/files/Policy_on Materiality_of_Related_Party_Transaction.pdf

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a proper and adequate internal control system commensurate with the size and nature of its business to ensure adherence to Company''s policies, safeguarding of its assets, prevention and detection of fraud, errors and accuracy and completeness of accounting records.

The Internal Auditors routinely conduct system check and audit and give their report after evaluation of the efficacy and adequacy of internal control system. Based on the report of Internal Audit the departments undertake corrective action in their respective areas and thereby strengthen the controls. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company.

31. DEPOSITS

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

The information regarding Foreign Exchange earnings and outgo during the year is as below:

33. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3) (ca) of the Companies Act, 2013.

34. MAINTENANCE OF COST RECORDS

The provisions mandating maintenance of Cost Records and appointment of Cost Auditor for conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial year ended March 31, 2025..

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes affecting the financial position of the Company, after the closure of FY 2024-25 till the date of this Report.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDRE IBC, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATTION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

Not applicable

38. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations read with Schedule V to SEBI Listing Regulations, the Corporate Governance Report of your Company along with a Certificate on compliance with Corporate Governance received from M/s. P. K. Mishra & Associates, Company Secretaries in practice, confirming compliance with the conditions of

corporate governance, is enclosed as separate section of Corporate Governance report in this Annual Report.

39. EMPLOYEE STOCK OPTION SCHEME

The Board of Directors of the Company in its meeting held on February 12, 2024 has approved the BLS E-Services Employees Stock Option Scheme-2024 (“Scheme") which was further approved by the Members of the Company through postal ballot (Remote E-voting process) on May 3, 2024.

The Scheme is being implemented through a trust route viz. BLS E-Services Employees Welfare Trust in accordance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") with a view to attract and retain best talent, encourage employees to align individual performances with Company objectives, and promote increased participation by them in the growth of the Company.

The applicable disclosures as stipulated under the SEBI SBEB & SE Regulations as on March 31, 2025 is available on the website of the Company at link https://blseservices.com/investor-relations/ shareholder-general-meeting.

The Company has received a certificate from the Secretarial Auditors that the scheme is being implemented in accordance with SEBI SBEB & SE Regulations. The certificate would be placed at the 9^th Annual General Meeting for inspection by the members.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') containing disclosures of company''s initiative on the environmental, social and governance perspective in the format specified by the SEBI is available as a separate Section of this Annual Report.

The same is also available on the website of the Company www.blseservices.com.

41. DISCLOSURE ABOUT UTILIZATION OF INITIAL PUBLIC OFFER PROCEEDS

Your Company discloses to the Audit Committee, the

uses/application of proceeds/funds raised from the initial public offer (IPO) as part of the quarterly review of financial results. The Company has appointed CRISIL Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilization of IPO proceeds. The Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus. The Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the equity shares of the Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Further, Company has not raised any funds through any further issue during the financial year ended March 31, 2025.

42. ACKNOWLEDGEMENT

Your Board acknowledges support and co-operation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuous improvement in all functions and areas, coupled with an efficient utilization of the Company''s resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders, viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates

Your Directors take pleasure in presenting the Eighth 8^th (1^st Post IPO) Annual Report of BLS E-Services Limited, on the business and operations of the Company along with the audited consolidated and Standalone financial statements for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

2. REVIEW OF OPERATIONS (FY 2023 - 24) Consolidated

During the year under review, total revenue increased by 25.70% y-o-y at Rs. 30,957.85 lakhs as compared to Rs. 24,629.27 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA") was at Rs.4,992.91 lakhs, registering an increase of 37.58 % y-o-y, as compared to Rs.3,628.97 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at Rs. 3353.79 lakhs increased by 64.95 % y-o-y, as compared to Rs. 2,033.18 Lakhs in the previous year.

Standalone

Total revenue increased by 108.77 % y-o-y at Rs.4,310.42 Lakhs as compared to Rs. 2,064.70 Lakhs in the previous year. EBIDTA was at Rs. 1,399.99 Lakhs, registering an increase of 43.64% y-o-y, as compared to Rs. 974.67 Lakhs in the previous year. PAT for the year stood at Rs.

725.28 lakhs, increase by 603.8% y-o-y, as compared to Rs. 103.05 Lakhs in the previous year.

3. STATE OF THE COMPANY''S AFFAIRS

BLS E-Services Limited is a technology enabled digital service provider, providing (i) Business Correspondents, (ii) Assisted E-services; and (iii) E-Governance Services at grass root levels in India. The Company act as Business Correspondents to provide banking products and services on behalf of major banks in India. Further, we provide assisted e-services through retailers and digital stores. We also facilitate delivery of various e-governance initiatives of the State Governments in India by providing various information communication technology enabled citizen centric services.

4. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there is no change in the nature of business of the Company.

5. DIVIDEND

The Company intends to invest the profits for business opportunity hence the Board does not recommend any Dividend on equity shares of the Company for the financial year ended March 31, 2024.

6. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board has formulated and adopted the Dividend Distribution Policy.

The Policy is available on the website of the Company and accessible by clicking on the following link: https://www.blseservices.com/assets/pdfs/Dividend-Distribution-Policy.pdf

7. TRANSFER TO RESERVES:

For details please refer to the ''Statement of Changes in Equity'' included as note no-16 in the standalone and as note no.-18 in consolidated financial statements of this Annual report.

8. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

Your company came out with an initial public offer (IPO) and raised an aggregate amount of Rs 309.29 Crores through a fresh issue. The IPO comprise of total fresh equity shares of 2,30,30,000 and out of this 23,03,000 were issued and allotted at Rs 128 per share to the existing shareholder of the parent company i.e. BLS

International Services Ltd. and 2,07,27,000 were issued and allotted at Rs 135 per share to the general public.

9. CHANGE IN SHARE CAPITALA. Authorized Share Capital

During the financial year under review, the Authorized Share Capital of the Company was increased from Rs.

70.00. 00.000/-, divided into 7,00,00,000 equity shares of Rs. 10/- each to Rs. 1,10,00,00,000/- divided into

11.00. 00.000 equity shares of Rs. 10/- each.

On March 31, 2024, the Authorized share capital of the Company was Rs. 1,10,00,00,000/- (Rupees One Hundred Ten Crores only) divided into 11,00,00,000 (Eleven Crores) equity shares of Re. 10/- (Rupees Ten only) each.

B. Paid up Share Capital

During the year under review, the Paid up Share Capital of the Company was increased from Rs. 66,72,64,850/-(Rupees Sixty Six Crores Seventy Two Lakhs Sixty Four Thousand Eight Hundred and Fifty only) divided into

6.67.26.485 (Six Crore Sixty Seven Lakhs Twenty Six Thousand Four Hundred and Eighty Five) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 90,85,64,850/-(Rupees Ninety Crores Eighty Five Lakh Sixty Four Thousand Eight Hundred and Fifty only) divided into

9.08.56.485 (Nine Crore Eight Lakh Fifty Six Thousand Four Hundred and Eighty Five) equity shares of Rs. 10/-(Rupees Ten) each at the end of the financial year under review.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on 31^st March, 2024 The Company has following subsidiaries, further there has no joint venture and associate company.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the financial year under review, no Company has ceased to be subsidiary, joint venture or associate company of BLS E-Services Limited. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed Format AOC - 1 is annexed herewith as "Annexure - I".

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, in compliance with Regulation 34 (3) read with Para B of Schedule V of SEBI Listing Regulations has been enclosed separately in this Annual Report.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and company''s operations in future.

15. AUDITORS

a) Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, Members of the Company, in Seventh Annual General Meeting held on September 15, 2023, has approved the appointment of M/s. S.S. Kothari Mehta & Co., Chartered Accountants, (FRN: 000756N), New Delhi, as Statutory Auditors of the Company to hold office from the conclusion of 7^th Annual General meeting till the conclusion of the 11^th Annual General Meeting of the Company to be held for the financial year ending on March 31, 2027.

There are no qualifications or adverse comments in the Auditor''s Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

b) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company at their meeting held on November 02, 2023 had appointed M/s. P. K. Mishra & Associates, Company Secretaries in practice, Firm''s Registration No. S2016DE382600 as Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company in Form MR-3 is annexed as Annexure - II. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is selfexplanatory and does not contain any other qualifications, reservations, adverse remark or disclaimer except the following;

Pursuant to SEBI circular bearing no. CIR/CFD/ CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company with the Stock Exchanges.

Pursuant to Regulations 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued

by M/s AVS and Associates, Company Secretaries, Secretarial Auditors of Zero Mass Private Limited, and the Secretarial Audit Report issued by M/s P. K. Mishra & Associates, Company Secretaries, Secretarial Auditor of BLS Kendras Private Limited, material Subsidiaries of the Company are forming part of this Directors'' Report for the financial year ended March 31, 2024 and are annexed as Annexure-IN and Annexure-IV respectively

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on January 09, 2024 has appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for the financial year 2023-24. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon have been presented to the Audit Committee of the Board, from time to time.

16. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

17. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92 (3) of the Companies Act, 2013 (''the Act''), the Annual Return of the Company for the financial year ending March 31, 2024 in Form MGT-7 will be available on the website of the Company at https://www.blseservices.com/ annual-report.php

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Accounts for the financial year ended 31^st March, 2024 on a ''going concern basis'';

(e) they have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors and Key Managerial Personnel (KMP) i. Inductions, Re-appointments, Retirements & Resignations

During the financial year under review;

Mr. Dinesh Sharma (DIN: 00956860) and Mr. Sanjeev Kumar (DIN: 02826773) resigned from the directorship of the Company w.e.f. 15^th June, 2023.

Mr. Diwakar Aggarwal (DIN: 00144645) and Mr. Shikhar Aggarwal (DIN: 06975729) were appointed as an additional Director (NonExecutive) by the Board on 16^th May, 2023 and were regularized as Director (Non-Executive) by the members in Extraordinary General Meeting of the Company held on 19^th May, 2023.

Mr. Rakesh Mohan Garg (DIN: 08970794) and Mr. Manoj Joshi (DIN: 00036546) were appointed as an Additional Director (NonExecutive Independent) by the Board on 16^th May, 2023 and were regularized and appointed as an Independent Directors for a period of 5 years by the members in Extraordinary General Meeting of the Company held on 19^th May, 2023.

Mr. Rahul Sharma (DIN: 06879073) was appointed as an Additional director (Executive) by the Board on 26^th June, 2023 and was regularized as an Executive Director of the Company (Categorised as Whole time Director under section 203 as Key Managerial Personnel) by the members in their extraordinary General Meeting held on 28^th June, 2023.

Mr. Lokanath Panda was appointed as Chief Operating Officer of the Company w.e.f. 12^th April, 2023.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Shikhar Aggarwal (DIN: 06975729), Non-Executive Director being longest in the office is liable to retire by rotation at ensuing 8^th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

Note: Mr. Sanjay Kumar Rawat, Company Secretary and Compliance Officer of the Company resigned w.e.f. 16/04/2024 and Mr. Sameer Kumar was appointed as Company Secretary and Compliance Officer of the Company w.e.f 13/05/2024.

(B) Declaration by Independent Directors

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he/she meets the criteria of

independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

Mr. Ram Prakash Bajpai, Mr. Rakesh Mohan Garg, Mr. Manoj Joshi and Ms. Shivani Mishra, independent directors of the Company as on date of this report have provided requisite declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015 and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill and meet the criteria of independence as provided under the Companies Act, 2013 Rules made thereunder, read with the SEBI (LODR) Regulations, 2015 and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and SEBI Listing Regulations diligently.

The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s website at https://www.blseservices.com/bls-policies.php

21. BOARD & COMMITTEE MEETINGSa) Board Meetings:

The Board met 13 (Thirteen) times during the financial year 2023-24. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 7 (Seven) Committees viz: 1) Audit Committee

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee, 4) Corporate Social Responsibility Committee 5) Risk Management Committee 6) Business and Finance Committee and 7) IPO Committee. Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

During the year under review, all recommendations of Audit Committee were accepted by the Board of Directors.

22. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration is annexed herewith as "Annexure- V" to this Report.

23. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has conducted an annual assessment of its own performance, board committees, and individual directors pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI Listing Regulations. The performance of the board was evaluated based on the criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board of Directors also evaluated the functioning/ performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee by seeking inputs from the Committee members with regard to composition, effectiveness of committee meetings, etc. The Board expressed satisfaction with their functioning/ performance of the Committees, Individual Directors.

Meeting of the Independent director was held on January 23, 2024 to consider and approve the price band of the public issue of the company.

A separate meeting of the Independent Directors was also held on February 12, 2024 to evaluate the performance of Non-independent Directors, Chairman of the Board and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has in place a whistle blower policy to provide a mechanism for its employees to report any concern to the Chairman of the Company''s Audit Committee. The policy is made to ensure that complaints, if any, are resolved quickly in formal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at https://www. blseservices.com/assets/policy/Vigil-Mechanism--Whistle-Blower-Policy.pdf

25. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy in line with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to identify and evaluate business risks and opportunities. The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue, regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand. The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis Report, which forms part of Annual Report.

26. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and respectful work environment for all our employees and has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. POLICY ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has in place policy on Appointment and Remuneration of Director(s), KMP(s) and SMP(s) and other matters provided in Section 178(3) of the Companies Act, 2013. The salient features of Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The above policy has been placed on the website of the Company at https:// www.blseservices.com/assets/pdfs/Nomination-And-Remuneration-Policy.pdf

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company does not fall under the criteria as laid down under Section 135 (1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, the Company has not contributed any amount towards Corporate Social Responsibility expenditure as laid down under Section 135 (5) of the Companies Act, 2013.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm''s length basis and in the ordinary course of business. All the related party transactions were approved by the Audit Committee and omnibus approval was obtained where applicable. The Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The policy on related party transaction, as formulated by the Board is available on the Company''s website at (https://www.blseservices.com/assets/pdfs/Final-RPT_Policy_of_BLS.pdf)

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a proper and adequate internal control system commensurate with the size and nature of its business to ensure adherence to Company''s policies, safeguarding of its assets, prevention and detection of fraud, errors and accuracy and completeness of accounting records.

The Internal Auditors routinely conduct system check and audit and give their report after evaluation of the efficacy and adequacy of internal control system. Based on the report of Internal Audit the departments

undertake corrective action in their respective areas and thereby strengthen the controls. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company.

31. DEPOSITS:

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

The information regarding Foreign Exchange earnings and outgo during the year is as below:

33. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3) (ca) of the Companies Act, 2013.

34. MAINTENANCE OF COST RECORDS:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSING OF THE FIANNCIAL YEAR TILL THE DATE OF THIS REPORT:

The Company has entered into a definitive Share Purchase Agreement (SPA), to acquire a 55% controlling interest in Aadifidelis Solutions Pvt. Ltd and its affiliates ("ASPL"), one of the largest players in India in the distribution and processing of loans for corporates and individuals, for an Enterprise Value of approx. Rs. 190 Crores. The Company will make an upfront investment of approx. Rs. 71 Crores (Primary and Secondary) with balance consideration being deferred linked to achievement of milestones in FY2025. The acquisition will be an all-cash deal.

Apart from the aforementioned transaction there have been no material changes affecting the financial position of the Company, after the close of FY 2023-24 till the date of this Report.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDRE IBC, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATTION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

Not applicable

38. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report in compliance with the Regulation 34(3) read with Part C of Schedule V of SEBI (LODR) Regulations, 2015 is included in a separate section of this Annual Report. Shareholders are advised to refer the same.

39. EMPLOYEE STOCK OPTION SCHEME

The Board of Directors of the Company in its meeting held on 12^th February, 2024 has approved the "BLS E-services Employees Stock Option Scheme-2024 that has been further approved by the Members of the Company through postal ballot (Remote E-voting process) on 03^rd May, 2024.

The Scheme is being implemented through a trust route viz. BLS E-Services Employees Welfare Trust in

accordance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") with a view to attract and retain best talent, encourage employees to align individual performances with Company objectives, and promote increased participation by them in the growth of the Company.

The Company has received a certificate from the Secretarial Auditors that the scheme is being implemented in accordance with SEBI SBEB & SE Regulations. The certificate would be placed at the 8^th Annual General Meeting for inspection by the members.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) (f) of the SEBI listing regulations, the Business Responsibility and Sustainability Report (''BRSR'') containing disclosures of company''s initiative on the environmental, social and governance perspective in the format specified by the SEBI is available as a separate Section of this annual Report.

The same is also available on the website of the Company www.blseservices.com

41. DISCLOSURE ABOUT UTILIZATION OF INITIAL PUBLIC OFFER PROCEEDS

Your Company discloses to the Audit Committee the uses/application of proceeds/funds raised from the initial public offer (IPO) as part of the quarterly review of financial results. The Company has appointed CRISIL as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilization of IPO proceeds. The Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus. The Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the equity shares of the Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

42. ACKNOWLEDGEMENT

Your Board acknowledges support and co-operation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuous improvement in all functions and areas, coupled with an efficient utilization of the Company''s resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders, viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates.