BLS International Services Ltd

Your Directors take pleasure in presenting the Fortieth (40th) Annual Report on the business and operations of the Company for the financial year ended March 31, 2024. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS (Amount In Rs. Lakhs)

*EBIDTA- is including other income

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

During the year under review, total revenue increased by 11.66% y-o-y at Rs. 1,71,676.28 Lakhs as compared to Rs. 1,53,743.88 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA") was at Rs. 34,565.79 Lakhs, registering an increase of 56.41% y-o-y, as compared to Rs. 22,100.03 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at Rs. 32,562.21 Lakhs increased by 59.41% y-o-y, as compared to Rs. 20,426.58 Lakhs in the previous year.

Standalone

Total revenue increased by 24.27 % y-o-y at Rs. 15,410.48 Lakhs as compared to Rs. 12,400.67 Lakhs in the previous year. EBIDTA was at Rs. 1,254.62 Lakhs, registering an increase of 3.34 % y-o-y, as compared to Rs. 1,214.04 Lakhs in the previous year. PAT for the year stood at Rs. 3,701.09 Lakhs, decrease by 10.29% y-o-y, as compared to Rs. 4,125.42 Lakhs in the previous year.

3. STATE OF THE COMPANY'S AFFAIRS

BLS International Services Ltd. is a trusted global tech-enabled services partner for governments and citizens, having an impeccable reputation for setting benchmarks in the domain of visa, passport, consular, citizen, e-governance, attestation, biometric, e-visa, and retail services since 2005. The company has been named one of "India's Most Valuable Companies" by Business Today Magazine, one of the "Best under a Billion companies" by Forbes Asia, and one of "Fortune India's Next 500 companies." The company collaborates with more than 46 client governments, including Diplomatic Missions, Embassies, and Consulates, as well as employs technology and processes that ensure data security. The company now has a worldwide presence providing consular, biometrics, and citizen 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, considering the performance of the company, the Board declared an interim dividend of 50% (Rs. 0.50/- per equity share) on February 12, 2024. Based on the Company's performance, further, your Directors are pleased to recommend for approval of the members, a final dividend of 50% (Rs. 0.50/- per equity share) for the Financial Year ended March 31, 2024. The Final Dividend shall be payable post Shareholders' approval at the 40th Annual General Meeting.

The dividend, if approved, by members in the 40th Annual General Meeting (AGM) shall be paid to the eligible members of the Company within 30 days from the date of the 40th 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 which is also available on the website of the Company.

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

7. TRANSFER TO RESERVES

The closing balance of consolidated retained earnings of the Company for FY 2024, after all appropriation and adjustments was Rs. 75,819.88 Lakhs.

Standalone

The closing balance of retained earnings of the Company for FY 2024, after all appropriation and adjustments was Rs. 3,971.88 Lakhs.

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. On March 31, 2024, the Authorized share capital of the Company was Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crore) equity shares of Re. 1/- (Rupee One only) each.

B. Paid up Share Capital

During the financial year under review, the Issued, Subscribed and Paid up share capital of the Company is increased from Rs. 41,08,20,000/- (Rupees Forty One Crores Eight Lakhs Twenty Thousand only) divided into 41,08,20,000 (Forty One Crores Eight Lakhs Twenty Thousand) equity shares of Re. 1/- (Rupee One only) each to Rs. 41,17,40,908/- (Rupees Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight only) divided into 41,17,40,908 (Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight) equity shares of Re. 1/- (Rupee One only) each. During the year, following are the details of changes in Issued, Subscribed and paid up Share Capital of the Company: The Nomination and Remuneration Committee of the Company in its meeting held on August 09, 2023 has approved the allotment of 9,20,908 (Nine Lakh Twenty Thousand Nine Hundred Eight) Equity shares to the BLS International Employees Welfare Trust under BLS International Employee Stock Option Scheme- 2020, which led to increase in paid up share capital of the Company from Rs. 41,08,20,000/- (Rupees Forty One Crore Eight Lakhs Twenty Thousand only) divided into 41,08,20,000 Equity shares of Re. 1/- (Rupee One only) each to Rs. 41,17,40,908 (Rupees Forty One Crore Seventeen Lakhs Forty Thousand Nine Hundred Eight) divided into 41,17,40,908 (Forty One Crore Seventeen Lakhs Forty Thousand Nine Hundred Eight) Equity shares of Re. 1/- (Rupee One only) each.

9. LISTING AT STOCK EXCHANGE

The shares of the company are listed on the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and the Metropolitan Stock Exchange of India Limited

(MSE) and traded on the said Exchanges under the scrip code/symbol as given below: i) BSE Scrip Code: 540073 ii) NSE Scrip Symbol: BLS iii) MSE Scrip Symbol: BLS

The annual listing fees for the current year have been paid to the Stock Exchanges.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The consolidated financial statements of the Company & its subsidiaries which form 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, 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. blsinternational.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. The details of Subsidiaries and Step-Down subsidiaries which are consolidated as on March 31st, 2024 are mentioned in the note 33 of the Consolidated Financial Statements of the Company.

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

During the financial year under review, BLS International FZE, a wholly owned subsidiary of the Company has invested/ disinvested in equity shares of the following companies:

12. 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.

13. 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.

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 Thirty Ninth Annual General Meeting held on September 21, 2023 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 till the conclusion of 43rd Annual General Meeting of the Company to be held in the financial year 2027-28.

There are no qualifications or adverse comments in the Auditor's Report for the Financial Year 2023-24, 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 06, 2023 has 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 31st March, 2024 is self- explanatory and does not contain any qualifications, reservations, adverse remark or disclaimer. Pursuant to SEBI circular vide 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, where shares of the Company are listed. Pursuant to Regulation 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of BLS E-Services Limited, Material subsidiary and M/s AVS & Associates, Secretarial Auditors of Zero Mass Private Limited, Material Step down subsidiary of the Company incorporated in India is forming part of this Directors' Report for the financial year ended March 31, 2024 are given in Annexure - III.

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 recommendation of Audit Committee, at their meeting held on May 11, 2023, has re-appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for a period of two years i.e. for the financial year 2023-24 and 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.

15. 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 Note 28 of the Financials Statements forming part of Annual Report.

16. 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, 2024 in Form MGT-7 is available on the website of the Company at https://www. blsinternational.com/shareholder-general-meeting.php

17. AWARD & RECOGNITION

Award and Recognition for the year under review, has been enclosed separately in the Annual Report.

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 31st 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 31st 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

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Diwakar Aggarwal (DIN: 00144645), Chairman of the Company, being longest in the office is liable to retire by rotation at ensuing 40th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

i. Inductions, Re-appointments, Retirements & Resignations

• Appointment

Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 11, 2023 has appointed Mr. Atul Seksaria (DIN: 00028099) as an Additional Director in the category of Independent Director with effect from May 11, 2023, subject to approval of the shareholders of the Company. Subsequently, the members of the Company, through Postal Ballot, approved his candidature for the office of Independent Director of the Company for a term of 5 (Five) consecutive years i.e. from May 11, 2023 upto May 10, 2028.

Re-appointment

Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 14,

2024 has re-appointed Mr. Shikhar Aggarwal (DIN: 06975729), Joint Managing Director of the Company with effect from June 17, 2024, subject to approval of the shareholders of the Company.

Brief profile of the Directors proposed to be reappointed as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – II on General meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice of 40th AGM.

Retirement/ Cessation

Mr. Ram Prakash Bajpai (DIN: 07198693), Independent Director has completed his second tenure of 3 years on June 09, 2023. Hence, Mr. Ram Prakash Bajpai ceased to be an Independent Director of the Company w.e.f June 09, 2023. Consequent to his cessation as director on the Board of the Company, his Chairmanship and Membership in various committees of the Company has been ceased to exist.

ii. 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 Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

In accordance with the above, 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 (LODR) 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, Rules made thereunder, read with the SEBI (LODR) 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 Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report. 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.

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 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.blsinternational.com/bls-policies.php

iii. 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. Details of familiarization programmes of Independent Directors can be accessed on the weblink viz. https://www.blsinternational.com/assets/ pdfs/Familiarisation-Programme-for-Independent-Directors.pdf

21. BOARD & COMMITTEE MEETINGS a) Board Meetings:

The Board met 4 (Four) times during the financial year 2023-2024. 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 6 (Six) Committees viz:

1) Audit Committee

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee,

4) Corporate Social Responsibility Committee (CSR),

5) Risk Management Committee and

6) Business and Finance 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 the 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- IV" to this Report.

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

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board carried out an annual performance evaluation of its own performance, Board Committee and of Individual Directors. The Board of Directors expressed their satisfaction with the evaluation process. The criteria for performance of evaluation cover the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The Board of Directors also evaluated the functioning/ performance of Audit Committee, Stakeholders

Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and CSR Committee. Further 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 held on February 12, 2024 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.

Whistle Blower Policy/Vigil Mechanism

In compliance with requirement of Companies Act, 2013 and SEBI Listing Regulations, the Company has established Whistle Blower Policy / Vigil Mechanism Policy which has been disseminated to all the Directors, Officers, Employees of the Company and they are free to raise concerns regarding any discrimination, harassment, victimization, fraud or any other unfair practice being adopted against them. 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.blsinternational.com/assets/ pdfs/Vigil-&-Whistle-Blower-Mechanism.pdf

25. RISK MANAGEMENT

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. Appropriate measures has been 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.

22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BLS as an organization is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/or harassment in any form. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The same is placed on the website of the Company. (http://www.blsinternational. com).

The Company has also constituted an Internal Complaints Committee (ICC) of the Company to consider and resolve all sexual harassment complaints reported by women. The Committee also includes external members with relevant experience. Half of the total members of ICC are women pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As per the provisions of sections 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed with the Internal Complaint Committee of the Company under sexual harassment and their disposal is as under:

27. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, as amended from time to time, the Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidate.

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.blsinternational.com/ assets/pdfs/NOMINATION-AND-REMUNERATION-POLICY.pdf

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 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 womens and childrens regarding education, sewing, weaving, tailoring, handloom, etc. through various trainings and initiatives..

During the year under review, the Company has spent Rs. 55,00,000/- (Rupees Fifty Five Lakhs only) on CSR activity through project 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 31^st March, 2024, 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://www.blsinternational.com/assets/ pdfs/Final-CSR-Policy.pdf

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. ended on March 31^st 2024, were on arm's length basis and in the ordinary course of business under Section 188 of Companies Act 2013. As per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval. Further, 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 details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 32 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Company's website at (https://www.blsinternational.com/assets/ pdfs/Final-RPT_Policy_of_BLS.pdf)

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed a proper and adequate internal control system 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 including controls with respects to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee.

31. DEPOSITS:

During the 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 Company is not required to maintain the cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY: a. BLS E- Services Limited (erstwhile BLS E-Services Private Limited)

During the year under review, BLS E-Services Limited

(Material subsidiary of the Company) debuted on Stock Exchanges and its equity shares got listed on BSE Limited and National Stock Exchange of India Limited on February 06, 2024. Total size was approx. Rs. 310 crores.

Further, the shareholding of the Company in BLS E-Services Limited has been reduced from 100% to 50.92% of total paid up share capital of the BLS E-Services Limited. b. iData Dani?manlik Ve Hizmet Di? Ticaret Anonim ?irketi

The acquisition of 100% stake in iData Dani?manlik Ve Hizmet Di? Ticaret Anonim ?irketi (iData) and its wholly owned subsidiaries, has been successfully completed through BLS International FZE (WoS of BLS) and BLS International Holding Anonim ?irketi (WoS of BLS International FZE) on July 09, 2024 for an overall consideration of Rs. 720 Crores, funded through internal accruals and debt. After the said acquisition, iData becomes the step down subsidiary of the Company.

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 VALUATION 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 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. Employees Stock Option Scheme

BLS International Services Limited Employee Stock Option Scheme- 2020 and BLS International Employees Stock Option Scheme- 2023 ("the Schemes") are administered by BLS International Employees Welfare Trust (ESOS Trust) under the instructions and supervision of Nomination and Remuneration Committee (NRC) of the Company. The Schemes are implemented through a trust route in accordance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("SEBI SBEB 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. As on March 31, 2024, the BLS International Employees Welfare Trust held 4,04,168 equity shares of the Company. The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31, 2024 is available on the website of the Company at https://www.blsinternational. com/shareholder-general-meeting.php. The Company has received a certificate from the Secretarial Auditors that the schemes has been implemented in accordance with SEBI SBEB Regulations. The certificate would be placed at the 40th Annual General Meeting for inspection by the members.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The top one thousand listed entities based on market capitalization, is required to annex the Business Responsibility and Sustainability Report ("BRSR") in their Annual Report for the financial year 2023-24 containing disclosures on the environmental, social and governance principles, in the format as may be specified by the Board from time to time.

As mandated by the Securities and Exchange Board of India (‘SEBI'), the Business Responsibility and Sustainability Report (‘BRSR') of the Company forms part of the Annual Report is annexed as Annexure VI.

41. 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..