DIRECTORS' REPORT

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 cs@blseservices.com.

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