BLS Infotech Ltd Directors Report

TO

THE MEMBERS

BLS INFOTECH LIMITED

Your directors are pleased to present the Fortieth (40th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31 March, 2025. (Amount in Lacs)

Particulars	Year ended 31?* March, 2025	Year ended 31% March, 2024
Total Income	14.02	23.17
Less: Total Expenditure	13.55	22.62
Profit before Taxation	0.47	0.54
Less: Tax Expense	0.12	0.14
Profit for the period	0.35	0.40
Add: Brought forward from previous year	(303.60)	(304.00)
Surplus carried to Balance Sheet	(303.25)	(303.60)

COMPANY PERFORMANCE

Your Company has prepared the Financial Statements for the financial year ended 31 March, 2025 under Sections 129, 133 and Schedule 11 to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016.

The Companys total income during the year stood at Rs. 14.02 Lacs, as compared to Rs. 23.17 Lacs in the previous year. The Companys profit before tax is Rs. 0.47 Lacs during the year, as compared to Rs. 0.54 Lacs in the previous year. The Company earned a net profit of Rs. 0.35 Lacs, as against a net profit of Rs. 0.40 Lacs in the previous year.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth of Company, Directors have not recommended any Dividend for the Financial Year 2024-25.

AMOUNTS PROPOSEDTO BE CARRIED TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers and Employees under Section 143(12) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future. However, trading of Companys shares on the Stock Exchanges was suspended because of penal reasons. Application for removal of this suspension has been made and updates will be shared as and when necessary.

RISK MANAGEMENT ANDADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Companys Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information. Your Companys Internal Control ensures that all assets of the Company are safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations. Your Company also monitors through its Internal Audit Team the requirements of processes in order to prevent or timely detect unauthorized acquisition, use or disposition of the Companys Assets which could have a material effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist the Audit Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s Arun Jain & Associates, Chartered Accountant, (Firm Registration No. 325867E meeting) Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment till the conclusion of 44"‘ Annual General Meeting. Further, they have confirmed their eligibility to the effect that their re- appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

There is no audit qualification for the year under review.

However, in their Independent Auditors Report on Compliance with Corporate Governance requirements, they have pointed out that the Company has the following:

- Board Composition was not adequately maintained during the year

- Vacancy of Company Secretary has not been duly filed

- Website has not been functional during the year

- Appointment of Ms Priyanka Singh has not been regularized and her office is deemed vacated under the Companies Act, 2013. Consequently, Audit Committee is also facing composition issues, since Ms Singh holds position of Chair.

Management has understood and taken note of these issues in compliances and will take immediate and prompt measures to rectify the defaults.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Manjula Poddar, Practicing Company Secretary (Certificate of Practice No. 11252), as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended 31% March, 2025 is annexed herewith as [Annexure A] to this report. Qualifications made by the Auditor have been addressed by the Board in the respective paragraphs.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

As on 31% March, 2025, the Company does not have any Subsidiary/Joint Venture/ Associate Companies as per the provisions of the CompaniesAct, 2013.

SHARE CAPITAL

The Authorised Share Capital of your Company stands at Rs. 45,00,00,000/- divided into 45,00,00,000 Equity shares of Rs. 1/- each. At present the Issued, Subscribed and Paid Up Share Capital of the Company is Rs. 43,76,94,813/- divided into 43,76,94,813 Equity Shares of Rs. 1/- each. During the year under review, the Company has not issued any shares.

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

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a duly constituted Board of Directors which is in compliance with the requirements of the Companies Act, 2013, schedules thereto and rules framed there under and also in terms of the provisions of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there under and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of Independence as specified in the Act and the rules made thereunder. It is to be noted that given the state of Companys affairs, the Independent Directors had decided to forego their sitting fees for the year.

b) Non-Independent Director

A brief profile of the above Director seeking appointment/re-appointment required as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be provided in the Notice of Annual General Meeting of the Company. None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of the Companies Act, 2013 and rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

?) Familiarisation Programme

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Director is also explained in detail the various compliances required from him/her as a Director under the various provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) Changes in Directorship/Key Managerial Personnel during the year

Mr Anand Sushil Kothari was appointed as a Non-Executive, Non-Independent Director of the Company with effect from 12% February, 2025.

Mr Anirudh Rathi, who was earlier appointed as a Director on the Board with effect from 23 February, 2024, was designated as the Managing Director on and from 12 February, 2025.

Mr Anirudh Dhanania, who was an Executive Director on the Board, tendered his resignation with effect from 12t February, 2025. Mr Bibekanada Gangopadhyay and Mr Nitesh Singh, who were the Independent Directors of the Company, resigned from their respective offices with effect from 12% February, 2025. The Board places on record their sincere appreciation and gratitude for the assistance and guidance provided by them during their tenure as Directors of the Company.

Mr Vipson Jain and Mr Sanjay Rawka were appointed as Independent Directors of the Company by the Board of Directors in the Board Meeting held on 30" May, 2025, and their appointment is subject to the ratification of shareholders in the ensuing AGM. The ratification forms part of the Agenda to be considered at the ensuing AGM.

e) Secretarial Auditor (CS Manjula Poddar) and Independent Auditor (M/s Arun Jain & Associates, Chartered Accountants) have communicated to the Board in their respective reports that appointment of Ms Priyanka Singh has not been regularized, and pursuant to the provisions of the Companies Act, 2013, her office is deemed to be vacated. Steps are being taken by the Board immediately in this regard.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts a Performance Evaluation every year in respect of the following:

a. Board of Directors as a whole; b. Committees of the Board of Directors; c. Individual Directors including the Chairman of the Board of the Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your Company has carried out a Performance Evaluation for the Board / Committees of the Board/ Individual Directors including the Chairman of the Board of Directors for the financial year ended 31 March, 2025. The key objectives of conducting the Board Evaluation were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and that they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in Board Meetings and contribute to achieve the common business goal of the Company. The Directors carried out the aforesaid Performance Evaluation in a confidential manner and provided their feedback. Duly completed feedback forms were sent to the Chairman of the Board and the Chairman / Chairperson of the respective Committees of the Board for their consideration. The Performance Evaluation feedback of the Chairman was sent to the Chairperson of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation to the Board of Directors. All the criteria of Evaluation as envisaged in the SEBI Circular on ‘Guidance Note on Board Evaluation had been adhered to by your Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of Five (5) Meetings of the Board of Directors of your Company were held during the year under review. The maximum interval between two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013, and in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all Board/Committee Meetings are given in the Corporate Governance Report [Annexure C].

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the Committees along with composition and meetings held during the year under review are provided in the Corporate Governance Report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report [Annexure C]. There have been no instances where the Board has not accepted the recommendations of the Audit Committee. However, qualifications have been received from Secretarial Auditor (CS Manjula Poddar) and Independent Auditor (M/s Arun Jain & Associates, Chartered Accountants) that since appointment of Ms Priyanka Singh, Independent Director, has not been regularized, her office is deemed to be vacated. Since she is the Chair of Audit Committee, the composition is not adequate. Board is taking immediate steps to rectify this default.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report [Annexure C].

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report [Annexure C].

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained and annexed as [Annexure B] and forms an integral part of this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in order to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of your Company and its stakeholders in any way. Your Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization for whistle blowing in good faith.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your Company, in its endeavour to provide a safe and healthy work environment for all its employees, has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholderthat directly or indirectly harasses, disrupts or interferes with another employees work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his / her maximum potential.

Your Company has put in place a ‘Policy on Prevention of Sexual Harassment as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is meant to sensitize the employees about their fundamental right to have safe and healthy environment at workplace. As per the Policy, any employee may report his / her complaint to the Audit Committee and to the Board of Directors of the Company.

Your Company affirms that during the year under review adequate access was provided to complainant, if any, who wished to register a complaint under the policy.

During the year, your Company has not received any complaint on sexual harassment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Guarantees or Investments or provided security in terms of Section 186 of the Companies

Act, 2013 during the year under review, however the company has given loan to the parties & has complied with the provision of section 186 of the Companies Act, 2013. Details of such Loans forms part of the notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

During the financial year ended 31% March, 2025 the company has not entered into any related party transactions.

CORPORATE GOVERNANCE REPORT

Your Company has always attempted to practice sound corporate governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance.

As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on corporate governance practices followed by the Company, together with a certificate confirming compliance is given as [Annexure C] and forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section as [Annexure D] and forms an integral part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) for the time being in force), the Directors of your Company confirm that:

a. in the preparation of the Annual Accounts for the financial year ended 31% March, 2025, the applicable Accounting Standards and Schedule Il of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

b. the Directors 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 as at 315 March, 2025 and of the profit & loss of the Company for the Financial Year 31% March, 2025;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern basis;

e. proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

RATIO OF REMUNERATION OF KMP TO MEDIAN REMUNERATION OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 and read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), Median remuneration of employees of the Company stood at Rs. 7166.67 per month. Remuneration to Mr Anirudh Rathi (Managing Director) was the only payment made as Remuneration to KMP, from 12t February, 2025. Mr Rathi is entitled to Rs 25000/- per month. Thus, ratio of Remuneration of KMP to Median Remuneration of Employees during the year stood at 0.29:1.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include changes in Government regulations,Tax regimes, economic developments in India and other ancillary factor.

APPRECIATION

Your directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

By order of the Board of Directors

For BLS Infotech Limited

 

Anirudh Rathi	Bibhas Bera
Managing Director	Director
DIN: 09802343	DIN: 00433029

 

Place: Kolkata

Date: 01/08/2025