BLS E-Services Ltd Directors Report

To

The Members

BLS E-Services Limited

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

(Amount In Rs. Lakhs)

Particulars	Consolidated		Standalone
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	30,147.93	24,306.07	3,966.74	2,053.35
Other Income	809.92	323.20	343.68	11.35
Total Revenue	30,957.85	24,629.27	4,310.42	2,064.70
Earnings before Interest, Depreciation, Taxation &	4,992.91	3628.97	1,399.99	974.67
Amortization and Exceptional item (EBIDTA*)
Less: Finance cost	85.40	392.82	326.82	550.98
Depreciation	336.92	278.21	21.18	1.56
Exceptional Items	0.00	260	0.00	260.00
Profit before Tax & Minority Interest	4570.59	2,697.94	1,051.99	162.13
Less: Tax Expenses	1216.80	664.76	326.71	59.08
Profit after Tax	3353.79	2,033.18	725.28	103.05
Total other Comprehensive Income	(15.81)	14.63	(7.44)	0.00
Total Profit	3337.98	2047.81	717.84	103.05

*EBIDTA- is including other income

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 COMPANYS 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 CAPITAL

A. 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.

There has been following changes/increases in the paid up Share Capital of the Company:

Sr. No. particulars	Number of Equity Shares	Date of Allotment
1. Equity Shares at the beginning of the Financial Year (April 01, 2023)	6,67,26,485	-
2. Private Placement of Equity Shares	11,00,000	04-01-2024
3. Initial Public Offer (IPO) of Equity Shares	2,30,30,000	03-02-2024
4. Equity Shares at the End of the Financial Year (March 31, 2024)	9,08,56,485	-

10. LISTING AT STOCK EXCHANGE

Consequent upon successful Initial public offer, the equity shares of the Company got listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f. February 06, 2024 and is 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 year have been paid to the Stock Exchanges.

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.

Sl. Name of Subsidiary	% of holdings
1 Zero Mass Private Limited	90.94
2 Starfin India Private Limited	100
3 BLS Kendras Private Limited	100

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 companys 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 Auditors 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, Firms 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 self- explanatory and does not contain any other qualifications, reservations, adverse remark or disclaimer except the following;

Observation

Reply to the observation

Delay of 1 day was noticed by the NSE vide its letter no. NSE/LIST-SOP/FINES/0317 dated 15th March, 2024 with respect to giving prior intimation to the Stock Exchanges under Regulation 29(2) / 29(3) of the SEBI (LODR) Regulations 2015 about the Board meeting held on February 12, 2024 for approval of financial results for the quarter ended December 31, 2023. However, the Company has paid fine to NSE for the said default.

Inadvertently, through oversight there was a shorter notice issued to BSE and NSE for the period stated in the observation. The company has paid necessary fine to NSE for the said default.

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-III 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 (Non-Executive) 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 (Non-Executive 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 Companys website at https://www.blseservices.com/bls-policies.php

21. BOARD & COMMITTEE MEETINGS a) 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 employees 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 Companys 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 arms 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 Companys 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 Companys 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:

Sl. No Particulars	Year ended March 31st 2024
1. Foreign Exchange Earned	USD 2,40,000
2. Foreign Exchange Used	Nil

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 companys 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 Companys 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
Sd/-	Sd/-
Shikhar Aggarwal	Rahul Sharma
Chairman and Non-Executive	Executive Director &
Director	CFO
DIN: 06975729	DIN: 06879073
Date: August 05, 2024
Place: New Delhi