bls international services ltd Directors report

Your Directors take pleasure in presenting the Thirty Ninth (39th) Annual Report on the business and operations of the Company

for the financial year ended March 31, 2023. This report is being presented along with the audited financial statements for the year.

1. 11FINANCIAL HIGHLIGHTS(Amount In C Lakhs)

Particulars Revenue from Operations	Consolidated		Standalone
	2022-23	2021-22 84988.97	2022-23	2021-22 4026.66
	151618.88		8682.47
Other Income	2125.00	1494.9	3718.2	1733.49
Total Revenue	153743.88	86483.87	12400.67	5760.15
Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional item (EBIDTA*)	24225.03	12187.51	4932.24	1939.27
Less: Interest cost	66.83	66.58	9.70	9.01
Depreciation	1849.33	725.09	260.95	189.03
Exceptional item	260	0	0	0
Profit before Tax & Minority Interest	22048.87	11,395.84	4661.59	1741.23
Less: Tax	1622.29	275.57	536.17	129.73
Profit after Tax	20426.58	11120.27	4125.42	1611.50
Total other Comprehensive Income	3460.64	1001.08	4.32	3.49
Total Profit	23887.22	12121.35	4129.74	1614.99

*EBIDTA- is including other income

1. REVIEW OF OPERATIONS (FY 2022 - 23)

Consolidated

During the year under review, total revenue increased by 78% y-o-y at C1,53,743.88 lakhs as compared to C86,483.87 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA*") was at C24,225.03 lakhs, registering an increase of 99% y-o-y, as compared to C12,187.51 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at C20,426.58 Lakhs increased by 84 % y-o-y, as compared to C11,120.27 Lakhs in the previous year.

Standalone

Total revenue increased by 115 % y-o-y at C12,400.67 Lakhs as compared to C5,760.15 Lakhs in the previous year. EBIDTA* was at C4,932.24 Lakhs, registering an increase of 154% y-o-y, as compared to C1,939.27 Lakhs in the previous year. PAT for the year stood at C4,125.42

lakhs, increase by 156% y-o-y, as compared to C1611.50 Lakhs in the previous year.

2. STATE OF THE COMPANYS 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 "Indias Most Valuable Companies" by Business Today Magazine, one of the "Best under a Billion companies" by Forbes Asia, and one of "Fortune Indias 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

111CORPORATE OVERVIEW

STATUTORY REPORT FINANCIAL SECTION

111

has a worldwide presence providing consular, biometrics, and citizen services.

3. CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the Company.

4. DIVIDEND

During the financial year under review, the Company has given strong and financial performance, considering the

performance of the company, the Board declared an interim dividend of 50% (C0.50/- per equity share) on February 06, 2023.

Based on the Companys performance, further, your Directors are pleased to recommend for approval of the members, a final dividend of 25% (C0.25/- per equity share) for the Financial Year ended March 31, 2023. The Final Dividend shall be payable post Shareholders approval at the 39th Annual General Meeting.

Particulars of Dividend	Per value (in C)	Final dividend declared (as % par Value)	Final Dividend amount (in C)	Beneficial name at the end of business hours on
Final Dividend	C0.25	25%	C10,29,35,227	September 14, 2023

The dividend, if approved, by members of in the 39th annual general meeting (AGM) shall be paid to the eligible members of the Company within 30 days from the date of the 39th AGM.

5. 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

6. TRANSFER TO RESERVES:

Consolidated

The closing balance of consolidated retained earnings of the Company for FY 2023, after all appropriation and adjustments was C69378.92 Lakhs.

Standalone

The closing balance of retained earnings of the Company for FY 2023, after all appropriation and adjustments was C3332.87 Lakhs.

7. SHARE CAPITAL
1. Authorised Share Capital

During the financial year under review, the Authorized Share Capital of the Company is increased from C20,24,50,000/- (Rupees Twenty Crores Twenty Four Lakhs Fifty Thousand only) divided into 20,24,50,000 equity shares of C 1/- (Rupees One only) each to C50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crore) equity shares of C1/- (Rupees One only) each.

3. Paid up Share Capital

The Issued, Subscribed and paid up share capital of the Company is increased from C10,24,50,000/- (Rupees Ten Crores Twenty Four Lakhs Fifty Thousand only) divided into 10,24,50,000 equity shares of C1/- (Rupees One only) each to C41,08,20,000/- (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 C.1/- (Rupees One only) each.

During the year, following are the details of changes in Authorized and Issued, Subscribed and paid up Share Capital of the Company:

1. The Board of Directors in its meeting held on April, 13, 2022 and subsequently Shareholders of the Company in their Extra-ordinary General meeting held on May 09, 2022 approved increase in Authorized Share Capital of the Company from C20,24,50,000/- (Rupees Twenty Crores Twenty four lakh and fifty thousand only) divided into 20,24,50,000 Equity Shares of C1/- (Rupee One only) each to C25,00,00,000/- (Rupee Twenty Five Crores only) divided into 25,00,00,000 Equity Shares of C1/- (Rupee One only) each by creation of additional 4,75,50,000 (Four Crores Seventy Five Lakhs and Fifty thousand only) equity shares of C1/- (Rupee One only) and this Bonus issue which led to increase in paid up share capital of the Company from C10,24,50,000/- (Rupees

Ten Crores Twenty Four Lakhs Fifty Thousand only) divided into 10,24,50,000 Equity shares of C1/- (Rupee One only) each to C20,49,00,000/- (Rupees Twenty Crores Forty Nine Lakhs only) divided into 20,49,00,000 Equity shares of C1/- (Rupee One only) each.

2. Further, on September 08, 2022 the Company has allotted 5,10,000 (Five Lakh Ten Thousand) 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 C20,49,00,000/- (Rupees Twenty Crores Forty Nine Lakhs only) divided into 20,49,00,000 (Twenty Crores Forty Nine Lakhs) Equity shares of C1/- (Rupee One only) each to C20,54,10,000/- (Rupees Twenty Crores Fifty Four Lakhs Ten Thousand only) divided into 20,54,10,000 (Twenty Crores Fifty Four Lakh Ten Thousand) Equity Shares of C1/- (Rupee One only) each.
3. Further, the Board of Directors in its meeting held on November 07, 2022 and subsequently Shareholders of the Company in their Extra- ordinary General meeting held on December 02, 2022 approved increase in Authorized Share Capital of the Company from C25,00,00,000/- (Rupee Twenty Five Crores only) divided into 25,00,00,000 (Twenty Five Crores) Equity Shares of C1/- (Rupee One only) each to C50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crores) Equity Shares of C1/- (Rupee One only) each by creation of additional 25,00,00,000 (Twenty Five Crores) equity shares of C1/- (Rupee One only) and this Bonus issue which led to increase in paid up share capital of the Company from C20,54,10,000/- (Rupees Twenty Crores Fifty Four Lakhs Ten Thousand only) divided into 20,54,10,000 Equity Shares of C1/- (Rupee One only) each to C41,08,20,000/- (Rupees Forty One Crore Eight Lakhs Twenty Thousand only) divided into 41,08,20,000 Equity shares of C1/- (Rupee One only) each.
8. ISSUE OF BONUS SHARES

As you are aware, that your Company has issued and allotted the Bonus equity shares twice in the financial year 2022-2023. The details of both the events is as follows:

2. The Board of Directors in its meeting held on April 13, 2022, recommended the issue of bonus equity shares, in the proportion of 1:1, i.e. 1 (One) bonus equity share of C1/- each for every 1 (One) fully paid- up equity shares of C1/- each held by the Members of the Company. The said bonus issue was approved by the Members of the Company vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Company held on May 09, 2022. Subsequently, Business and Finance Committee of the Company at their meeting held on May 18, 2022 approved allotment of 10,24,50,000/- bonus equity shares to those beneficiaries whose name were appeared in the list of NSDL, CDSL and RTA on record date i.e. May 17, 2022.

The Company has received the listing approval from the BSE dated May 20, 2022 and from NSE and MSEIL dated May 23, 2022. After getting the due listing approval, the Company has further received the trading approval on Bonus Equity shares from the BSE, NSE and MSEIL on dated May 26, 2022.

3. The Board of Directors in its meeting held on November 07, 2022, recommended the issue of bonus equity shares, in the proportion of 1:1, i.e. 1 (One) bonus equity share of C1/- each for every

1 (One) fully paid-up equity shares of C1/- each held by the Members of the Company. The said bonus issue was approved by the Members of the Company vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Company held on December 02, 2022. Subsequently, Business and Finance Committee of the Company at their meeting held on December 12, 2022 approved allotment of 20,54,10,000/- bonus equity shares to those beneficiaries whose name were appeared in the list of NSDL, CDSL and RTA on record date i.e. December 10, 2022.

The Company has received the listing approval from the BSE dated December 15, 2022 and from NSE and MSEIL dated December 16, 2022. After getting the due listing approval, the Company has further received the trading approval on Bonus Equity shares from the BSE, NSE and MSEIL on dated December 21, 2022.

1. 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:

1. BSE Scrip Code: 540073
2. NSE Scrip Symbol: BLS
3. MSE Scrip Symbol: BLS

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

1. 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, 2023 are mentioned in the note 42 of the Consolidated Financial Statements of the Company.

2. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIS, JOINT VENTURES OR ASSOCIATE COMPANIES

1. Zero Mass Private Limited

During the year under review, the Company has through its subsidiary, BLS E- Services Limited (erstwhile BLS E-Services Private Limited) has acquired 88,707 equity shares constituting 88. 71% of Zero Mass Private Limited (‘ZMPL") dated June 07, 2022. Further, as on March 31, 2023, BLS E- Services Limited holds 90,942 Equity shares which constitutes 90.94% of paid up share capital of the ZMPL.

Considering the criteria mentioned under Regulation

16 and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ZMPL has become Material Step down subsidiary of the Company and the Company has complied with all the requirement as mentioned under the said SEBI regulation.

2. BLS Kendras Private Limited

During the year under review, the Company has transferred its 100% equity holding in BLS Kendras Private Limited to its subsidiary, BLS E-Services Limited (erstwhile BLS E-Services Private Limited) through Swap transaction dated October 31, 2022.

3. BLS E- Services Limited (erstwhile BLS E-Services Private Limited)

During the year under review, BLS E-Services Limited has allotted its equity shares to the other body corporates and individuals.

Consequently, the shareholding of the Company in BLS E-Services Limited is come down from 100% to 69.32% to total paid up capital of the BLS E-Services Limited.

Considering the criteria mentioned under Regulation

16 and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, BLS E- Services Limited (erstwhile BLS E-Services Private Limited) has become Material subsidiary of the Company and the Company has complied with all the requirement as mentioned under the said SEBI regulation.

4. Reired BLS International Services Private Limited During the year under review, the Company has acquired additional 4,900 (49%) equity shares of Reired BLS International Services Private Limited ("Reired") from one of its existing shareholder of the Reired. Post this acquisition, the Company holds 100% equity shares of Reired BLS International Services Private Limited.

1. MANAGEMENTDISCUSSIONANDANALYSIS 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.

2. 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.

3. AUDITORS

1. 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 – 000756N), New Delhi, as Statutory Auditors of the Company for a period of consecutive 5 years to hold office upto the conclusion of 39th Annual General Meeting of the Company.

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.

Further, the term of appointment of M/s S.S Kothari Mehta & Co., Chartered Accountants, having FRN: 000756N will expire in ensuing 39th Annual General Meeting of the Company.

Subsequently, in accordance with Section 139(1), the Board of Directors of the Company at their meeting held on August 09, 2023 has approved and recommended to re-appoint M/s S.S Kothari Mehta & Co., Chartered Accountants, having FRN: 000756N, as Statutory Auditor of the Company for a final term of 4 (Four) consecutive years to conduct the statutory audit of the Company and to hold office till the conclusion of 43rd Annual General Meeting of the Company to be held in the financial year 2027-28.

Further, the Company has received a written consent from the Statutory Auditors for their re-appointment and comply with the provisions of the Companies Act, 2013 and rules made thereunder.

The same is recommended to the members of the Company for their approval in ensuing 39th Annual General Meeting of the Company.

2. Secretarial Auditors:

In terms of Section 204 of Companies Act, 2013 and

Rules made thereunder, the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on November 07, 2022 has appointed M/s. D.K. Chawla & Co., Practicing Company Secretaries, holding C.O.P No. 15232 and Membership No. 33095 as Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit report issued by M/s. D.K. Chawla & Co., 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 2023 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.

Pursuant to Regulations 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued by M/s AVS & Associates, Secretarial Auditors of BLS E-Services Limited (erstwhile BLS E-Services Private Limited), Material subsidiary and 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, 2023 is given in Annexure - III.

3. 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 07, 2022, has re-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 2022- 2023. 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.

Further, 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 2 years i.e. for the financial year 2023-24 and 2024-25.

1. PARTICULARSOFLOANS,GUARANTEEOR 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.

2. 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, 2023 in Form MGT-7 is available on the website of the Company at https://www. blsinternational.com/annual-report.php

3. AWARD & RECOGNITION

ET Global Indian Leaders 2022-23

Mr. Shikhar was recognized for his remarkable leadership qualities, as well as his vast capacity to recruit talent and advance commercial ventures, form strategic alliances thus far and further manage transitions, and deliver optimal outcomes. He was honored with ET Global Indian Leaders award in recognition of his powerful and successful execution of a forward-looking roadmap plan that is enabling BLS International, a homegrown company, to lead the way for businesses globally. He is currently guiding BLS International to its pinnacle.

About the Award:

This coveted award, conceptualized by Optimal Media Solutions (OMS) at the Times Group, is a platform to identify, encourage, and recognize the excellence of global Indian leaders, influencers, and creators at work, and how they are shaping and bringing about global transformation that transcends across geographies.

4. 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:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. 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;
3. 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;
4. they have prepared the Accounts for the financial year ended 31st March, 2023 on a ‘going concern basis;
5. they have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively.
6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

1. DISCLOSUREONCOMPLIANCEWITH 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.

2. 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. Shikhar Aggarwal (DIN: 06975729), Joint Managing Director of the Company, being longest in the office is liable to retire by rotation at ensuing 39th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

1. Inductions, Re-appointments, Retirements & Resignations
• 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.

• Mr. Ram Prakash Bajpai (DIN: 07198693), Independent Director has completed his second tenure of 3 years on 09th June, 2023. So, Mr. Ram Prakash Bajpai ceased to be an Independent Director of the Company. 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.

Brief profile of the Directors proposed to be appointed/ re-appointed 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 39th AGM of the Company.

1. 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 Companys website at https://www.blsinternational.com/bls-policies.php

2. 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

1. BOARD & COMMITTEE MEETINGS
1. Board Meetings:

The Board met 6 (Six) times during the financial year 2022-2023. 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.

2. 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), Risk Management Committee and 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.

1. 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- IV" to this Report.

2. 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 06, 2023 without presence of Executive officers of the Company.

The Independent Directors at its 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.

1. 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, 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

2. 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 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.

3. 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) 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.

5. 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

6. 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 Sum Drishti Education Society, the Companys project implementing partner. Sum Drishti Education Society is responsible for implementing the Companys financial mentor project, which focuses on increasing financial literacy awareness among females under the women empowerment initiative.

During the year under review, the Company has spent C47,00,000/- (Rupees Forty Seven Lakh only) on CSR activity through Project implementation partner i.e., Sum Drishti Education Society, Delhi.

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2023, 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

7. PARTICULARSOFCONTRACTSOR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. ended on March 31st 2023 were on arms 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. 39 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/Final-RPT_Policy_of_BLS.pdf)

8. 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, 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.

9. 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.

10. 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 2023 (in Lakhs)
1.	Foreign Exchange Earned	6,531.81
2.	Foreign Exchange Used	Nil

11. 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.

12. 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.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
1. Zero Mass Private Limited

During the year under review, the Company has through its subsidiary, BLS E- Services Limited (erstwhile BLS E-Services Private Limited) has acquired 88,707 equity shares constituting 88. 71% of Zero Mass Private Limited "ZMPL" dated June 07, 2022. Further, as on March 31, 2023, BLS E- Services Limited holds 90,942 Equity shares which constitutes 90.94% of paid up share capital of the ZMPL.

2. BLS E- Services Limited (erstwhile BLS E-Services Private Limited)

During the year under review, BLS E-Services Limited has allotted its equity shares to the other body corporates and individuals.

Consequently, the shareholding of the Company in BLS E-Services Limited is come down from 100% to 69.318% of total paid up capital of the BLS E-Services Limited.

Further, BLS E- Services Limited (erstwhile BLS E-Services Private Limited) Material Subsidiary of the Company has proposed to undertake an Initial Public Offer and also filed Draft Red Herring Prospectus with the Securities and Exchange Board of India on August 04, 2023.

As per DRHP filed with the SEBI, it will offer a fresh issue of Equity Shares up to 2,41,30,000 (the "Fresh Issue") in accordance with the Companies Act, 2013, and rules made thereunder, each as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018 as amended (the "SEBI ICDR Regulations") and other applicable laws at such price as may be determined in consultation with the Book Running Lead Managers to the Offer under SEBI ICDR Regulations.

The Offer is subject to receipt of requisite approvals, market conditions and other considerations.

1. 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.

2. 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.

3. 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.

4. Employee Stock Option Scheme

BLS International Services Limited Employee Stock Option Scheme- 2020 ("the Scheme") is administered by BLS International Employees Welfare Trust (ESOS Trust) under the instructions and supervision of Nomination and Remuneration Committee (NRC) of the Company. The Scheme is 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, 2023, the BLS International Employees Welfare Trust held 2,21,260 equity shares of the Company. The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31, 2023 are available on the website of the Company at https://www. blsinternational.com/annual-report.php

The Company has received a certificate from the Secretarial Auditors that the scheme has been implemented in accordance with SEBI SBEB Regulations. The certificate would be placed at the 39th Annual General Meeting for inspection by the members.

Further, the Board of Directors at its Meeting held on August 09, 2023 has considered and recommended to the shareholders for their approval, the BLS International Employees Stock Option Scheme- 2023 implemented

through trust route only for 1,00,00,000 (One Crore) Employee Stock Options.

1. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY 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 2022-23 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.

2. 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: August 09, 2023 Place: New Delhi