BLS International Services Ltd Directors Report.

To

The Members

BLS International Services Limited

Your Directors take pleasure in presenting the Thirty Seventh Annual Report on the business and operations of the Company for the financial year ended March 31, 2021. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS

(Amount In H Lakhs)

Consolidated Standalone
Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from Operations 47837.07 78613.54 2025.77 5312.80
Other Income 1866.38 1298.12 2990.48 2001.99
Total Revenue 49703.45 79911.66 5016.25 7314.79
Earnings before Interest, Depreciation, Taxation & 5836.30 9639.68 2584.75 3203.28
Amortization and Exceptional item (EBIDTA)* Less: Interest cost 54.28 160.27 14.30 58.65
Depreciation 945.50 1215.21 191.14 191.47
Exceptional - 2782.03 - -
Profit before Tax & Minority Interest 4836.52 5482.17 2379.31 2953.16
Less: Tax -196.67 244.23 298.42 646.02
Profit after Tax 5033.19 5237.94 2080.89 2307.14

* EBIDTA - is including other income

2. REVIEW OF OPERATIONS (FY 2020 - 21)

Consolidated

During the year under review, total revenue decreased by 37.80% y-o-y at H 49,703.45 Lakhs as compared to H 79,911.66 Lakhs in the previous year. Earnings before

Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA")* was at H 5836.30 Lakhs, registering a fall of 39.46% y-o-y, as compared to H 9,639.68 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at H 5033.19 Lakhs, decreased by 3.91% y-o-y, as compared to H 5237.94 Lakhs in the previous year.

Standalone

Total revenue decreased by 31.42% y-o-y at H 5,016.25

Lakhs as compared to H 7,314.79 Lakhs in the previous year. EBIDTA was at H 2,584.75 Lakhs, registering a decline of 19.31% y-o-y, as compared to H 3,203.28 Lakhs in the previous year. PAT for the year stood at H 2,080.89 Lakhs, decreased by 9.81% y-o-y, as compared to H 2,307.14 Lakhs in the previous year.

3. IMPACT OF COVID-19 ON OPERATION OF THE COMPANY

The Covid-19 situation and consequent decline in travel and tourism globally has adversely affected the operations of the Company during the Financial Year 2020-21. With government re-opening the borders and vaccination drives going on full swing globally, we expect the travel and tourism business to pick up in the current financial year resulting in positive impact in our operations.

We have undertaken various cost controlling measures to mitigate the adverse impact of Covid-19, which inter alia includes reduction in direct and overhead expenses during FY 2020-21. We continue to monitor the situation closely to improve our financial position.

4. DIVIDEND

Registering stable financial performance for the period under review, the Board declared an interim dividend of 25% (H 0.25/- per equity share) on February 02, 2021.

Further, your Directors are pleased to recommend for approval of the members, a final dividend of 25% (H 0.25/- per equity share) for the financial Year ended March 31, 2021.

Particulars of Dividend Par Value (in Rs) Final Dividend Declared (as % of Par Value) Final Dividend Amount (in Rs) Beneficial name available on
Final Dividend H 0.25 25% H 2,56,12,500/- September 18, 2021

The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company within 30 days from the date of declaration.

5 . DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of 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 our website at https://www.blsinternational.com/assets/pdfs/ Dividend-Distribution-Policy.pdf

6. TRANSFER TO RESERVES:

Consolidated

The closing balance of consolidated retained earnings of the Company for FY 2021, after all appropriation and adjustments was H 43,118.61 Lakhs.

Standalone

The closing balance of retained earnings of the Company for FY 2021, after all appropriation and adjustments was H 4,522.78 Lakhs.

7. SHARE CAPITAL

During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital. On March 31st, 2021, Paid Up share capital stood at H 10,24,50,000/- divided into 10,24,50,000 equity shares of Re. 1/- each. Authorized share capital of the Company is H 20,24,50,000/- divided into 20,24,50,000 equity shares of Re. 1/- each.

8. LISTING AT STOCK EXCHANGE

The shares of the company are listed on the National Stock Exchange, Bombay Stock Exchange and the Metropolitan Stock Exchange and traded on the Exchanges under the scrip code/symbol as given below:

i) NSE Scrip Symbol: BLS ii) BSE Scrip Code: 540073 iii) MSE Scrip Symbol: BLS

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

9. 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".

During the year under review, the Company has sold and/ or transferred following investments of the Company in overseas associate companies to BLS International FZE, a wholly owned subsidiary of the Company:

Sl, Name of Overseas Associate % of holding
No. Company
1 BLS INTERNATIONAL VISA SERVICES AUSTRIA 25%
2 BLS INTERNATIONAL VISA SERVICES BALTIC- LITHUANIA 50%
3 BLS INTERNATIONAL VISA SERVICES POLAND SP. Z. O.O. 25%

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 (http://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 wholly owned subsidiary(s) as on March 31st, 2021 are as follows:

Name of Subsidiary Date of Incorporation / Acquisition Country Line of Business
BLS INTERNATIONAL FZE 07th September 2011 United Arab Emirates Outsourcing Services
BLS E-SERVICES PRIVATE LIMITED 12th April 2016 India Citizen Services
BLS IT SERVICES PRIVATE LIMITED 26th April 2016 India Citizen Services
BLS E-SOLUTIONS PRIVATE LIMITED 29th April 2016 India Citizen Services
BLS KENDRAS PRIVATE LIMITED 19th March 2018 India Citizen Services

10. MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

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

11. 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.

12. AUDITORS

a) Statutory Auditors

In terms of Section 139 of Companies Act, 2013, read with Companies (Audit and Auditors) Rules 2014, Members of the Company in Thirty Fourth Annual General Meeting held on September 19, 2018 approved appointment of M/s. S.S. Kothari Mehta & Co. Chartered Accountants, (FRN – 000468N), New Delhi, as Statutory Auditors of the Company for a period of 5 years to hold office upto the conclusion of 39th Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

The Auditors Report given by M/s. S.S. Kothari Mehta & Co., Chartered Accountants on the Financial statements of the Company for the financial year ended 31st March 2021 forms part of the Annual Report. The Auditors Report contain following qualification or reservation or adverse remark:

1. We draw attention to note 9 to the Consolidated financial results, wherein other income includes profit on sale of fixed assets (property, plant and equipment) amounting to H 3382.80 Lakhs. The Punjab Government has terminated master service agreement with three Indian Subsidiaries (i.e. BLS E-Services Private Limited, BLS E-Solutions Private Limited and BLS IT-Services Private Limited] vide its letter dated January 30, 2018. As per the terms of contract, these Companies have to transfer the fixed assets (hardware infrastructure) at the net block (Procurement price less depreciation as per provision of the Companies Act, 2013) of the assets. The Company has accordingly handed over the hardware infrastructure to the authority and transferred these at the net block based on their understanding of the master service agreement by taking the life of these assets of 5 years and has accounted profit on such transfer. The Company has communicated the basis of arriving at the net block to the authority which is pending final acceptance by them.

Management View on Audit Qualification:

1. The Company has physically transferred the fixed assets to the Government of Punjab on termination of the contract. These have been invoiced to the

Punjab Government at cost, as defined in the contract, less depreciation provided over the period of the contract This has been explained to the Punjab Government and awaiting their final approval.

b) Secretarial Auditors:

In terms of Section 204 of Companies Act, 2013 and Rules made thereunder, M/s. D.K. Chawla & Co., Practicing Company Secretaries, holding C.O.P No. 15232 and Membership No. 33095 were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2020-21.

The report given by the Secretarial Auditors in Form MR-3 is annexed as Annexure II. The Secretarial Audit

Report for the financial year ended 31st March 2021 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. D.K. Chawla & Co. Practicing Company Secretaries with the stock exchanges where shares of the Company are listed.

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 November 03, 2020 have appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2020-2021, to conduct Internal Audit of the Company.

13. 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.

14. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92(3) of the Companies Act, 2013 (‘the Act) Annual Return of the Company as on March 31, 2021 in Form MGT-7 is available on the website of the Company at https://www. blsinternational.com/annual-report.php

15. AWARD & RECOGNITION

Over the years, we have received multiple awards for its preformance, commitment and processes, Few of the recent awards include Times 40 Under 40 Awards

2021 received by our Joint Managing Director, Mr. Shikhar Aggarwal, JMD; ‘Indias Most Trusted Visa Outsourcing Services Company for our excellence in visa process outsourcing and allied services; and "Best Operational Process in Visa Outsourcing" award at World Quality Congress & Awards.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 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, 2021, 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, 2021 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.

17. 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.

18. DIRECTORS AND KEY MANAGERIAL PERSON

i. Inductions, Re-appointments, Retirements &

Resignations

During the year under review, no change in Board Composition occurred. However, approval of shareholders was taken vide Thirty Sixth Annual

General Meeting held on 21st September 2020 to re-appoint the Independent Directors of the Company viz. Mr. Ram Prakash Bajpai and Ms. Shivani Mishra for second term of 3 (three) and 5 (five) years respectively.

Mr. Karan Aggarwal, Executive Director of the Company was re-appointed for further period of three years by the shareholders vide Thirty Sixth Annual General Meeting held on 21st September 2020

Further, during the year under review, Mr. Dharak Mehta was appointed as Company Secretary and Compliance Officer of the Company with effect from 19th September 2020.

Except above, there was no other change in the Director/ Key Managerial Personnel.

ii. Declaration by Independent Directors

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity. All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013 and also Regulation 16(I)(b) of SEBI Listing Regulations.

None of 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 Companys website at https://www.blsinternational.com.

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 Companys 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

19. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 7 (Seven) times during the financial year 2020-21. 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: Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee (CSR), Business and Finance Committee and Risk Management 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.

20. 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- III" to this Report.

21. 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 CSR Committee and expressed satisfaction with their functioning/performance.

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 02, 2021.

The Independent Directors at the 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.

22. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS

PRACTICES

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 are resolved quickly in an informal 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

23. 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 and revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand. As per SEBI Listing Regulations, constitution of Risk Management Committee for enforcing Risk Management Policy is not applicable to the Company during the year under review. However the Company has willingly formed a Risk Management Committee whose mandate is as below:

• Framing of Risk Management Plan and Policy.

• Overseeing implementation of Risk Management Plan and Policy.

• Monitoring of Risk Management Plan and Policy.

• Validating the procedure for Risk Minimization.

• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis Report, which forms part of Annual Report.

24. DISCLOSURE AS REQUIRED UNDER SECTION

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).

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 under sexual harassment and their disposal is as under:

Number of cases pending as on the beginning of the financial year: NIL

Number of complaints filed during the year: NIL

Number of cases pending as on the end of the financial year: NIL

The Company has also constituted an Internal Complaints Committee (ICC) in all development centres of the Company across India 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.

25. 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

26. 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.

Ministry of Corporate Affairs vide its Notification(s) dated 22nd January, 2021, notified Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, which, inter alia, provides for revised format of annual report for publishing the CSR activities undertaken during the financial year ended 31st March, 2021. The other changes pursuant to said Notification(s) under the CSR provisions, have been briefly highlighted in the annual report on CSR activities undertaken during financial year ended 31st March, 2021.

During the year under review, the Company has spent H45,00,000/-(RupeesFortyFiveLakhsonly)onCSRactivity though donation. The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2021, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure- IV 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

27. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. ended on March 31st 2021 were on arms length basis and in 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 approval. Further, omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature.

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 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. 42 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Companys website at https:// www.blsinternational.com/assets/pdfs/BLS-related-party-transaction-policy.pdf

28. INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY

The Company has designed a proper and adequate internal control system to ensure adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors and accuracy and completeness of accounting records.

The Statutory and 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.

29. 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.

30. 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:

S. Particulars No. Year ended March 31st 2021
(in Lakhs)
1. Foreign Exchange Earned 4,131.52
2. Foreign Exchange Used 2.83

31. 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.

32. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations read with Schedule V to said Regulations, the Corporate Governance Report of your Company along with a Certificate on Corporate Governance received from M/s. D.K. Chawla & Co., Company Secretary in Practice, confirming compliance with the conditions of corporate governance, is attached to this Report.

33.ESOP

BLS Employee Stock Option Plan ("the Plan") is administered by BLS International Employees Welfare Trust (ESOP Trust) under the instructions and supervision of Nomination and Remuneration Committee (NRC). The Plan is implemented through a trust route in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 ("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, 2021, the ESOP Trust held 1,62,773 equity shares of the Company. During the year ended March 31, 2021, there has been no material change in the Companys existing plan and the plan is in compliance with SEBI SBEB Regulations. The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31, 2021 are available on the website of the Company at https://www. blsinternational.com/annual-report.php.

The Company has received a certificate from the statutory auditors that the scheme has been implemented in accordance with SEBI SBEB Regulations and the resolutions passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by the members.

34. BUSINESS RESPONSIBILITY REPORT

As mandated by the Securities and Exchange Board of India (‘SEBI), the Business Responsibility Report (‘BRR) forms part of the Annual Report as Annexure V. The report on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the Ministry of Corporate Affairs is provided in relevant sections of the BRR.

The Business Responsibility Report ("BRR") of your Company for the financial year 2020-21 forms part of Annual Report as required under Regulation 34(2) (f) of the SEBI Listing Regulations.

35. 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 International Services Limited
Sd/- Sd/-
Nikhil Gupta Shikhar Aggarwal
Managing Director Joint Managing Director
DIN: 00195694 DIN: 06975729
Date: June 15, 2021
Place: New Delhi