BLS International Services Ltd Directors Report

To

The Members

BLS International Services Limited

Your Directors take pleasure in presenting the Forty Second (42nd) Annual Report on the business and operations of the Company for the financial year ended March 31, 2026. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS

(Amount In Rs. Lakhs)

Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
Revenue from Operations	20,992.36	13,848.63	2,99,821.51	2,19,330.19
Other Income	10,688.22	4,666.43	9,515.60	8,050.48
Total Revenue	31,680.58	18,515.06	3,09,337.11	2,27,380.67
Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional item (EBIDTA)*	13,528.70	4,021.87	91,402.93	70,984.12
Less: Interest cost	682.18	383.07	2,323.96	2,777.79
Depreciation	2,144.05	1,327.23	9,365.01	7,653.99
Profit before Tax & Minority Interest	10,702.47	2,311.57	79,713.96	60,552.34
Less: Tax	449.83	115.10	7,333.94	6,587.58
Profit after Tax	10,252.64	2,196.47	72,380.02	53,964.76
Total other Comprehensive Income	38.79	-22.94	17,782.47	2,021.21
Total Comprehensive Income for the year	10,291.43	2,173.53	90,162.49	55,985.97

*EBIDTA includes other income

2. REVIEW OF OPERATIONS (FY 2025 - 26)

Consolidated

During the year under review, total revenue increased by 36.70% y-o-y at Rs. 2,99,821.51 lakhs as compared to Rs. 2,19,330.19 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA*") was at Rs. 91,402.93 lakhs, registering an increase of 28.77% y-o-y, as compared to 70,984.12 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at Rs. 72,380.02 Lakhs increased by 34.12% y-o-y, as compared to Rs. 53,964.76 Lakhs in the previous year.

Standalone

Total revenue increased by 51.58% y-o-y at Rs. 20,992.36 Lakhs as compared to Rs. 13,848.63 Lakhs in the previous year. EBIDTA* was at Rs.13,528.70 Lakhs, increase by 236.38% y-o-y, as compared to Rs. 4,021.87 Lakhs in the previous year. PAT for the year stood at Rs. 10,252.64 lakhs, increase by 366.78% y-o-y, as compared to Rs. 2,196.47 Lakhs in the previous year.

3. STATE OF THE COMPANYS AFFAIRS

BLS International Services Ltd. is a globally trusted service partner for governments and citizens, with a legacy spanning two decades since its inception in 2005. The company partners with more than 46 governments client, including Diplomatic Missions, Embassies and Consulates, and operates across more than 100 countries. It is the largest publicly listed player in Visa and Consular Services. BLS International leverages AI, biometrics, intelligent document processing and digital platforms to enhance service delivery, security and operational efficiency.

BLS International holds global certifications including CMMI DEV ML5 V3.0, SVC ML5 V3.0, ISO 9001:2015, ISO 27001:2022 and ISO 14001:2015. It has been recognised among Indias Most Valuable Companies by Business Today, Forbes Asias Best Under a Billion, Fortune Indias Next 500, and Fortune Indias Emerging 100.Today, the company operates on a global scale, delivering comprehensive consular, biometric, and citizen service solutions.

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

During the financial year under review, the Company has given strong financial performance, considering the performance of the company, the Board declared an interim dividend of 200% (Rs. 2.00 per equity shares) on February 06, 2026.

Based on the Companys performance, further, your Directors are pleased to recommend for approval of the members a final dividend of 50% (Rs 0.50/- per equity share) for the Financial Year ended March 31, 2026. The Final Dividend shall be payable post Shareholders approval at the 42nd Annual General Meeting.

Particulars of Dividend	Per share (in Rs.)	Final dividend declared (as % par Value)	Final Dividend amount (in Rs.)	Beneficial name at the end of business hours on
Final Dividend	Rs. 0.50	50%	Rs. 20,58,70,454	September 16, 2026

The dividend, if approved, by members in the 42nd Annual General Meeting (AGM) shall be paid to the eligible members of the Company within 30 days from the date of the 42nd AGM.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

6. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board has formulated and adopted the Dividend Distribution Policy which is also available on the website of the Company.

The Policy available on our website is accessible by clicking on the following link:

https://www.blsinternational.com/assets/pdf/policies/Dividend_Distribution_Policy.pdf

7. TRANSFER TO RESERVES

Consolidated

The closing balance of consolidated retained earnings of the Company for FY 2025-2026, after all appropriation and adjustments was Rs. 1,80,008.63 Lakhs.

Standalone

The closing balance of retained earnings of the Company for FY 2025-2026, after all appropriation and adjustments was Rs. 2,829.69 Lakhs.

8. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review, there was no change in the Authorized Share Capital of the Company. On March 31, 2026, the Authorized share capital of the Company was Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crore) equity shares of Re. 1/- (Rupee One) each.

B. Paid up Share Capital

During the financial year under review, there was no change in the Issued, Subscribed and Paid up share capital of the Company. On March 31, 2026, the Issued, Subscribed and Paid up share capital of the Company was Rs. 41,17,40,908/- (Rupees Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight only) divided into 41,17,40,908 (Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight) equity shares of Re. 1/- (Rupee One) each.

9. LISTING AT STOCK EXCHANGE

During the year under review, the Company voluntarily delisted its securities from the Metropolitan Stock Exchange of India Limited ("MSEI"). The Equity Shares of the Company got delisted from the Capital Market Segment of the Exchange w.e.f April 08, 2025.

Further, the shares of the company are currently listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and traded on the said Exchanges under the scrip code/symbol as given below:

i) BSE Scrip Code: 540073

ii) NSE Scrip Symbol: BLS

The annual listing fees for the current year (i.e., F.Y. 2026-2027) have been paid to the Stock Exchanges.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The consolidated Financial Statements of the Company & its subsidiaries which form part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed e-Form 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 31, 2026 are mentioned in the note of the Consolidated Financial Statements of the Company.

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

During the period under review, the Companies mentioned hereunder have become or ceased to be subsidiaries/ step down subsidiary of the company:

Sl. No.	Name of the Company	Investment/ Disinvestment	% of Shareholding subscribed/ Disinvested
1	BLS Worldwide Services Inc., Philippines*	Investment	99.99%
2	BLS Ventures S.R.L, Dominican Republic*	Investment	99.90
3	Beijing Biaoshi Enterprise Consulting Co. Ltd^	Investment	100%
4	Visametric Ireland Limited#	Investment	100%
5	BLS Consular Services Limited Ireland*	Investment	100%
6	Consular Outsourcing Services Kenya Limited*	Investment	100%
7	Trefiddian Hotels (Aberdovey) Limited$	Investment	100%
8	iDATA International SARL, Tunisia&	Disinvestment	100%
9	BLS International Services (Senegal) SARL*	Investment	100%
10	BLS International Services Cyprus Limited*	Investment	100%
11	BLS International LLC, Armenia*	Investment	100%
12	MVA International W.L.L, Bahrain*	Investment	95%
13	BLSEC S.A.S, Ecuador*	Investment	100%

* acquired by BLS International FZE (Wholly Owned Subsidiary of the Company)h

^ acquired by BLS International Services Singapore PTE Ltd. (Step Down Subsidiary of the Company). Further, consequent to said acquisition, existing subsidiaries of Beijing Biaoshi Enterprise Consulting Co. Ltd. i.e. Beijing Biaoshi Private Entry-Exit Service Co., Ltd., Chengdu Biaoshi Private Entry Exit Service Co., Ltd., Guangzhou Biaoshi Private Entry Exit Service Co., Ltd., Hangzhou Biaoshi Private Entry Exit Service Co., Ltd., Shanghai Biaoshi Private Entry Exit Service Co., Ltd., Beijing Kang Cheng Entry & Exit Service Co. Ltd., Guangzhou Kang Cheng exit & entry Co. Ltd., Shanghai Hai Rui Exit & Entry Co., Ltd., Chengdu Kang Cheng Exit & Entry Co., Ltd. became the Step Down Subsidiaries of the Company

#acquired by Visametric Vize Hizmetleri ve Danismanlik Dis TicaretAnonim Sirketi (Step Down Subsidiary of the Company)

$acquired by BLS UK Hotels (Step down subsidiary of the Company)

&liquidated by BLS International FZE (Wholly Owned Subsidiary of the Company)

Further, subsequent to the end of year under review, following changes has been occurred:

a. Atyati Technologies private Limited has been acquired by BLS E-Services Limited (Subsidiary of the Company).

b. BLS International FZE, Wholly owned subsidiary of the Company subscribed 100% share capital of BLS International Services Japan Co. Ltd.

c. Reired BLS International Services Limited (Wholly owned subsidiary of the Company) Strike-off w.e.f May 11, 2026.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, in compliance with Regulation 34 (3) read with Para B of Schedule V of SEBI Listing Regulations has been enclosed separately in the Annual Report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and companys operations in future.

14. AUDITORS

a) Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, Members of the Company in its Thirty Ninth (39th) Annual General Meeting held on September 21, 2023 has approved the re-appointment of M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants, (FRN: 000756N/N500441), New Delhi, as Statutory Auditors of the Company to hold office till the conclusion of 43rd Annual General Meeting of the Company to be held in the financial year 2027-28.

Further, there are no qualifications or adverse comments in the Auditors Report for the Financial Year 2025-2026, seeking explanations or comments from the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b) Secretarial Auditors

Pursuant to SEBI vide Circular No. SEBI/LAD-NRO/GN/2024/218 and Regulation 24A of SEBI (LODR) Regulation 2015 and in terms of Section 204 of the Companies Act, 2013 and applicable Rules made thereunder, the Board of Directors of the Company at their meeting held on May 15, 2025 and the shareholder at its 41st Annual General meeting held on September 16, 2025 has approved appointment of M/s. P. K. Mishra & Associates, Company Secretaries in practice, Firms Registration No. S2016DE382600 as Secretarial Auditors for a term of 5 consecutive years to conduct the Secretarial Audit of the Company for Financial Year 2025-26 to 2029-30.

The Secretarial Audit report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company in Form MR-3 is annexed as Annexure – II. The Secretarial Audit Report for the financial year ended March 31, 2026, is self- explanatory and does not contain any qualifications, reservations, adverse remark or disclaimer.

Pursuant to SEBI circular vide no. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company with the Stock Exchanges, where the equity shares of the Company are listed.

Further, Pursuant to Regulation 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of BLS E-Services Limited, Material subsidiary and M/s AVS & Associates, Secretarial Auditors of Aadifidelis Solutions Private Limited, Material Step down subsidiaries of the Company incorporated in India is forming part of this Directors Report for the financial year ended March 31, 2026 are given in Annexure - III.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on May 15, 2025, has re-appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for period of 1 year i.e. for the financial year 2025-26. 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.

Pursuant to the provisions of section 138 of the Companies Act, 2013, the Board has approved the appointment of M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for the financial year 2026-27 at their meeting held on May 19, 2026.

15. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act have been disclosed in Note to the Financial Statements forming part of Annual Report.

16. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92(3) of the Companies Act, 2013 (‘the Act), the Annual Return of the Company as on March 31, 2026 in Form MGT-7 is available on the website of the Company at https://www.blsinternational.com/shareholder-general-meeting

17. AWARD & RECOGNITION

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

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, 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 March 31, 2026 on a ‘going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

19. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards applicable to the meeting of the Board of Directors and Shareholders. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Shikhar Aggarwal (DIN: 06975729), Joint Managing Director of the Company, being longest in the office is liable to retire by rotation at ensuing 42nd Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

i. Inductions, Re-appointment, Change in Designation, Retirements & Resignations

Re-appointment

A. Mr. Nikhil Gupta, Managing Director

During the year under review, pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on August 05, 2025, has re-appointed Mr. Nikhil Gupta (DIN: 00195694), as Managing Director of the Company with effect from February 01, 2026, subject to approval of the shareholders of the Company vide special resolution. Subsequently, the shareholders of the Company at their 41st Annual General Meeting held on September 16, 2025 approved his re-appointment with requisite majority.

Appointment

A. Mrs. (Dr.) Savita, Independent Director

During the year under review, pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 15, 2025, has appointed Mrs. (Dr.) Savita (DIN: 08764773) as an Additional Director in the category of Independent Director with effect from May 16, 2025, subject to approval of the shareholders of the Company. Subsequently, the members of the Company, through Postal Ballot on June 26, 2025, approved her candidature for the office of Independent Director of the Company for a term of 5 (Five) consecutive years i.e. from May 16, 2025 up to May 15, 2030.

Change in Designation

A. Mr. Karan Aggarwal, Non-Executive Director

During the year under review, pursuant to the recommendation of Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company at their meeting held on May 15, 2025, has approved change in designation of Mr. Karan Aggarwal (DIN:02030873) from Executive Director (KMP) of the Company to Non-Executive Non-Independent Director (Non-KMP) of the Company, liable to retire by rotation, with effect from May 15, 2025 and the change in nature of remuneration payable to Mr. Karan Aggarwal from salary to commission of up to Rs. 30 lacs per annum. Subsequently, the members of the Company, through Postal Ballot on June 26, 2025, approved his change in terms of appointment w.e.f. May 15, 2025.

B. Mr. Diwakar Aggarwal, Chairman - Executive Director

During the year under review, pursuant to the recommendation of Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company at their meeting held on August 05, 2025 has approved change in designation of Mr. Diwakar Aggarwal (DIN:00144645) from Non- Executive Director of the Company to Executive Director (KMP) of the Company, liable to retire by rotation, with effect from August 05, 2025 and the change in nature of remuneration payable to Mr. Diwakar Aggarwal from commission to salary of up to Rs. 30 lacs per month along with commission. Subsequently, the members of the Company, at their 41st Annual General Meeting held on September 16, 2025, has approved his change in terms of appointment w.e.f. August 05, 2025.

Retirement/ Cessation

Ms. Shivani Mishra (DIN: 07221507), Independent Director has completed her second term of 5 consecutive years on June 30, 2025. Hence, Ms. Shivani Mishra ceased to be an Independent Director of the Company w.e.f the close of business hours on June 30, 2025. Consequent to her cessation as independent director on the Board of the Company, her Membership in various committees of the Company has been ceased to exist.

Further, subsequent to the end of year under review, following changes have occurred in the directorship of the Company.

Re-Appointment

A. Ram Sharan Prasad Sinha, Independent Director

Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 19, 2026 has re-appointed Mr. Ram Sharan Prasad Sinha (DIN: 00300530), Independent Director of the Company for a second term of 5 (Five) consecutive years i.e. from August 17, 2026 to August 16, 2031, subject to approval of the shareholders of the Company vide special resolution. Subsequently, the shareholders of the Company through postal Ballot on July 11, 2026 approved his re-appointment with requisite majority.

B. Mr. Shikhar Aggarwal, Joint Managing Director

Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on August 07, 2026 has approved re-appointment of Mr. Shikhar Aggarwal (DIN: 06975729), as Joint Managing Director of the Company with effect from June 17, 2027 at such remuneration approved by Board, subject to approval of the shareholders of the Company at their ensuing Annual General Meeting.

Appointment

A. Mr. Manoj Joshi, Independent Director

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 07, 2026, has appointed Mr. Manoj Joshi (DIN: 00036546) as an Additional Director in the category of Independent Director with effect from August 07, 2026, for first term of 5 consecutive year subject to approval of the shareholders of the Company at ensuing Annual General Meeting.

ii. Declaration by Independent Director

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 their 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, 2013 and 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"). Further, in terms of Section 150 of the Act, read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency self-assessment test conducted by the 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

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 programme of Independent Directors can be accessed on the web link viz. www.blsinternational.com/bls-policies

21.BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 5 (Five) times during the financial year 2025-26. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 6 (Six) Committees viz:

1. Audit Committee,

2. Nomination & Remuneration Committee,

3. Stakeholder Relationship Committee,

4. Corporate Social Responsibility Committee,

5. Risk Management Committee,

6. Business and Finance Committee.

Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, appearing as a separate section in the Annual Report.

During the year under review, all recommendations of Audit Committee were accepted by the Board of Directors.

22.PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) 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.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format and appended as "Annexure IV" to this report.

During the year under review, following MD/WTD of the Company has drew remuneration from the subsidiaries.

- Mr. Diwakar Aggarwal, Executive Director of the Company drew remuneration of Rs.201.35 Lakhs from BLS International Services Singapore PTE LTD. in the capacity of Director.

- Mr. Shikhar Aggarwal, Joint Managing Director of the Company drew remuneration of Rs. 288.72 Lakhs from BLS International UAE LLC.

- Mr. Nikhil Gupta, Managing Director of the Company drew remuneration of Rs. 34.73 Lakhs from iDATA.

- Mr. Karan Aggarwal, has received Consultancy fees of Rs. 1.5 Lakhs form BLS E-Services Ltd.

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

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations the Board carried out an annual performance evaluation of its own performance, Board Committee and of Individual Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The criteria for performance 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, 2026 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.

24.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 www.blsinternational.com/bls-policies

25.RISK MANAGEMENT

The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue, regulations. Appropriate measures has been taken, wherever required, to mitigate such risks beforehand. The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis Report, which forms part of Annual Report.

26.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).

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. More than half of the total members of ICC are women pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Particulars	Number
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
Number of cases pending for a period exceeding 90 days	NA

27.STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

28.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 / criteria for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management etc. 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. www.blsinternational.com/bls-policies

29.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 skill development and education among women, in alignment with best practices. To achieve this objective, the Company has partnered Sansthanam Abhay Daanam, an NGO, as implementing partner. Sansthanam Abhay Daanam was responsible for implementing the Companys Women Empowerment Initiatives, which focuses on increasing awareness among womens and childrens regarding education, Sewing, weaving, tailoring, handloom, etc. through various trainings and programs.

During the year under review, the Company has spent Rs. 69,00,000/- (Rupees Sixty-Nine Lakhs only) on CSR activity through project implementation partner i.e. Sansthanam Abhay Daanam.

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2026 in accordance to 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. www.blsinternational.com/bls-policies

30.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the Financial Year ended on March 31, 2026, 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 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. www.blsinternational.com/bls-policies

31.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 fraud, errors and accuracy and completeness of accounting records.

The Internal Auditors routinely conduct system check and audit and give their report after evaluation of the efficacy and adequacy of internal control system including controls with respects to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee.

32.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.

33.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 to the Company.

The information regarding Foreign Exchange earnings and outgo during the year is as below:

Sl. No	Particulars	Year ended March 31, 2026 (Rs. in Lakhs)
1.	Foreign Exchange Earned	15,923.06
2.	Foreign Exchange Used	44.62

34.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.

35.MAINTENANCE OF COST RECORDS:

The provisions mandating maintenance of Cost Records and appointment of Cost Auditor for conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

36.MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Not Applicable

37.DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER 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.

38.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

Not applicable.

39.CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations read with Schedule V to SEBI Listing Regulations, the Corporate Governance Report of your Company along with a Certificate on Corporate Governance received from M/s. P. K. Mishra & Associates, Company Secretaries in practice, confirming compliance with the conditions of corporate governance, is enclosed as separate section of Corporate Governance report in this Annual Report. Further, disclosures in compliance with schedule V of Companies Act, 2013 required to be mentioned in the Board of Directors report under the heading "Corporate Governance", forms part of Corporate Governance report.

40.EMPLOYEES STOCK OPTION SCHEME

BLS International Services Limited Employee Stock Option Scheme- 2020 and BLS International Employees Stock Option Scheme- 2023 ("the Schemes") are administered by BLS International Employees Welfare Trust (ESOS Trust) under the instructions and supervision of Nomination and Remuneration Committee (NRC) of the Company. The Schemes are implemented through a trust route in accordance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") with a view to attract and retain best talent, encourage employees to align individual performances with Company objectives, and promote increased participation by them in the growth of the Company.

As on March 31, 2026, the BLS International Employees Welfare Trust held 2,18,655 equity shares of the Company. The applicable disclosures as stipulated under the SEBI (SBEB) Regulations as on March 31, 2026, is available on the website of the Company at, https://www.blsinternational.com/investor-relations.

The Company has received a certificate from the Secretarial Auditors that the schemes has been implemented in accordance with SEBI (SBEB) Regulations. The certificate shall be available for inspection by the members at their request.

41.BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The top one thousand listed entities based on market capitalization, is required to annex the Business Responsibility and Sustainability Report ("BRSR") in their Annual Report for the financial year 2025-26 containing disclosures on the environmental, social and governance principles, in the format as may be specified by the SEBI 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.

42. Independent Practitioners Assurance Report on BRSR

As mandated by Securities and Exchange Board of India (‘SEBI) circular, the disclosures and assurance of the BRSR Core of the Company form Part of the Annual Report is annexed as Annexure VII.

43.Disclosure under section 43(a)(ii) of the Companies Act, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

44.Disclosure under section 54(1)(d) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

45.Disclosure under section 67(3) of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

46.Acknowledgement

Your Board acknowledges support and co-operation received from all its stakeholders including our 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

Diwakar Aggarwal

Chairman

DIN: 00144645

Date: August 07, 2026

Place: New York