Bluspring Enterprises Ltd Directors Report

Dear Shareholders,

The Board of Directors (Board) are delighted to present the Second Annual Report of Bluspring Enterprises Limited ( the Company or Bluspring ) along with the audited financial statements (Standalone and Consolidated) for the financial year ended March 31,2026 in compliance with the applicable provisions of the Companies Act, 2013 ( the Act ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ).

Your Company was incorporated on February 11, 2024, as a wholly-owned subsidiary of Quess Corp Limited ( QCL ). During the previous year your Company entered into a composite scheme of arrangement amongst QCL, Digitide Solutions Limited and their respective Shareholders and creditors whereby the businesses of QCL had demerged as below ( Demerger Scheme ):

- Quess Corp Limited: Workforce Management (Demerged Company)

- Digitide Solutions Limited: BPM solutions, Insurtech and HRO business (Resulting Company 1)

- Bluspring Enterprises Limited: Facility Management, Industrial Services and Investments (Resulting Company 2/ the Company)

The Honble NCLT, Bengaluru Bench passed its order on March 4, 2025 approving the Demerger Scheme which was effective from March 31, 2025. The Appointed Date of the Demerger Scheme was April 1, 2024.

In accordance with the Demerger Scheme, 14,89,49,413 equity shares were issued and allotted by the Board of Directors of the Company on April 21,2025 to the Shareholders of QCL as per the share entitlement ratio as consideration for the demerger. As such, the eligible Shareholders of QCL as per record date of April 15, 2025, received one fully paid-up equity share of the Company for every fully paid-up equity share they held in QCL on April 21, 2025.

On June 11,2025 your Company was successfully listed on the BSE Limited (BSE Scrip Code: 544414) and the National Stock Exchange of India Limited (NSE Symbol: BLUSPRING).

1. FINANCIAL SUMMARY (STANDALONE AND CONSOLIDATED) AND STATE OF COMPANY AFFAIRS:

The standalone and consolidated financial highlights of the Companys operations are as follows:

Particulars			(Rs in millions, except per equity share data)
	Consolidated		Standalone
	FY2026	FY2025*	FY2026	FY2025*
Revenue from operations	33,820.34	34,835.72	23,117.63	23,223.75
Other Income	148.73	51.14	120.19	119.21
Total Income	33,969.07	34,886.86	23,237.82	23,342.96
Cost of material and stores and spare parts consumed	2,611.37	2,311.89	2,603.99	2,300.76
Employee benefits expenses	26,901.83	27,263.42	17,904.79	18,159.27
Other expenses	3,525.76	4,445.00	1,935.81	2,268.51
Finance Costs	338.22	377.92	181.96	192.44
Depreciation and Amortisation Expense	469.88	504.96	260.92	288.02
Total Expenses	33,847.06	34,903.19	22,887.47	23,209.00
Profit/(loss) before exceptional items and tax	122.01	(16.33)	350.35	133.96
Exceptional items	366.34	1,680.27	291.09	944.21
Profit/(Loss) Before Tax	(244.33)	(1,696.60)	59.26	(810.25)
Total Tax (expense)/credit	13.93	(94.62)	108.73	(14.53)
Profit/(Loss) for the period/year	(230.40)	(1,791.22)	167.99	(824.78)
Total Comprehensive income/Loss for the year/period	(335.79)	(1,785.80)	29.78	(777.73)
Basic EPS (in )	(1.03)	(11.55)	1.13	(5.54)
Diluted EPS (in )	(1.03)	(11.55)	1.12	(5.54)

*(Note: As the Company was incorporated on February 11, 2024, its first financial year is from the date of its incorporation, i.e. February 11,2024 to March 31, 2025.)

A detailed performance analysis of various segments, business and operations are provided in the Management Discussion and Analysis which forms part of this report.

2. TRANSFER TO RESERVES:

There was no amount proposed to be transferred to the reserves during the year under review.

3. TRANSFER OF UNCLAIMED DIVIDEND/ UNPAID DIVIDEND/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend, if not claimed for a period of seven years from the date of transfer to the unpaid dividend account of the Company and its corresponding shares, are liable to be transferred to the Investor Education and Protection Fund ( IEPF ).

I n accordance with the Demerger Scheme and share entitlement ratio provided therein, the Company on April 21, 2025 allotted one fully paid-up equity share for every fully paid-up equity share held by the Shareholder in QCL as on April 15, 2025 (i.e. the record date).

Consequently, in cases where Shareholders of QCL had their shares transferred to the IEPF for prior periods, a corresponding number of shares of the Company were also transferred to the IEPF Authority. Any corporate benefit associated with these shares emanating for subsequent periods would be credited to the IEPF Authoritys account.

There is no other obligation for the period under review to transfer unpaid dividends and shares to the IEPF Authority.

4. DIVIDEND:

The Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy adopted by the Company, in accordance with the provisions of Regulation 43A of the SEBI Listing Regulations is available on the Companys website at

5. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries / associate companies / joint ventures of the Company (in Form AOC - 1) is attached to the financial statements of the Company.

I n terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are given as an annexure to the Consolidated Financial Statements in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with audited financial statements of the subsidiaries, are available on the Companys official website at:

The Company has a policy for determining materiality of subsidiaries and the same is uploaded on the Companys website which can be accessed using the following link-

There has been no material change in the nature of business of the subsidiaries of the Company.

Details pertaining to entities that became and ceased to be subsidiaries/joint ventures/associates of the Company during the year under review are also provided in the notes to the Consolidated Financial Statements, forming part of this Report.

As on March 31, 2026, the Company has the below subsidiaries:

S. Name of the N. Subsidiary	Category	Place of Incorporation
1 Monster.com (India) Private Limited	Subsidiary Company	India
2 Terrier Security Services (India) Private Limited	Subsidiary Company	India
3 Vedang Cellular Services Private Limited	Subsidiary Company	India
4 Trimax Smart Infraprojects Private Limited	Wholly owned Subsidiary Company	India
5 Bluspring New Horizon One Private Limited	Wholly owned Subsidiary Company	India
6 Bluspring New Horizon Two Private Limited	Wholly owned Subsidiary Company	India
7 Agensi Pekerjaan Monster Malaysia Sdn. Bhd.	Step-down Foreign Subsidiary Company	Malaysia
8 Monster.Com.SG Pte Limited	Step-down Foreign Subsidiary Company	Singapore
9 Monster.Com.HK Limited	Step-down Foreign Subsidiary Company	Hong Kong

On account of above, the Company has 9 (Nine) subsidiaries comprising of 6 (six) Indian subsidiary companies and 3 (three) step-down foreign subsidiaries. Out of the 9 Indian subsidiary companies, 3 (three) are wholly-owned subsidiary companies.

A report of the salient features and a summary of the financial performance of each of the subsidiaries of the Company are presented below:

Monster.com (India) Private Limited

Monster.com (India) Private Limited ( Monster ) is a subsidiary of the Company with its registered office situated in Hyderabad, Telangana, India. Monster was incorporated under the Companies Act, 1956 on November 07, 2000. Monster has evolved from being a job board to a global provider of everything a candidate needs for a successful career. Leveraging its technological capabilities, it seeks to connect people with the right job opportunities for over two decades.

During the Financial Year ended March 31,2026, Monster reported a total revenue of 613 million and a net loss of 658 million against a revenue of 1,016 million and a net loss of 676 million in FY25.

Terrier Security Services (India) Private Limited

Terrier Security Services (India) Private Limited ( Terrier ) is a subsidiary of the Company with its registered office situated in Bengaluru, Karnataka, India. Terrier was incorporated under the Companies Act, 1956 on May 11, 2009. Terrier is one of Indias top 10 security solutions providers. With 3 allied business verticals-Terrier Security Services, Terrier Electronic Security and Terrier Business Solutions, it offers a complete bouquet, covering the entire spectrum of security solutions such as manned guarding, electronic security services, loss prevention, training, and background verifications.

During the Financial Year ended March 31, 2026, Terrier reported a total revenue of 7,024 million and a net profit of 55 million against a revenue of 6,228 million and a net profit of 68 million in FY25.

Vedang Cellular Services Private Limited

Vedang Cellular Services Private Limited ( Vedang ) is a subsidiary of the Company with its registered office situated in Mumbai, Maharashtra, India. Vedang was incorporated under the Companies Act, 1956 on April 05, 2010. Vedang is engaged in business of providing training, consultancy, advisory, engineering, installation and commissioning services in the field of cellular wireless telecom.

During the Financial Year ended March 31,2026, Vedang reported a total revenue of 3,348 million and a net profit of 251 million against a revenue of 3,261 million and a net profit of 246 million in FY25.

Trimax Smart Infraprojects Private Limited

Trimax Smart Infraprojects Private Limited ( Trimax ) is a wholly owned subsidiary of the Company with its registered office situated in Bengaluru, Karnataka, India. Trimax was incorporated under the Companies Act, 2013 on July 13, 2017. Trimax is engaged in the business of service provider, contractor, supplier, vendor, system integrator, consultant, hardware software and technology provider upon award of a contract by Government, State Governments, Statutory Authorities, Municipal Authorities and City or Town Development Authorities.

During the Financial Year ended March 31,2026, Trimax reported a Nil revenue and a net loss of 5 million against a revenue of 35 million and a net profit of 38 million in FY25.

Bluspring New Horizon One Private Limited

Bluspring New Horizon One Private Limited ( BNHOPL ) is a wholly owned subsidiary of the Company with its registered office situated in Bengaluru, Karnataka, India. BNHOPL was incorporated under the Companies Act, 2013 on February 09, 2026 to pursue business activities in the Industrial and/or Operating Asset Management sector. In accordance with the applicable provisions of the Companies Act, 2013, the first financial year of BNHOPL shall be the period commencing from February 09, 2026 and ending on March 31, 2027.

Bluspring New Horizon Two Private Limited

Bluspring New Horizon Two Private Limited ( BNHTPL ) is a wholly owned subsidiary of the Company with its registered office situated in Bengaluru, Karnataka, India. BNHTPL was incorporated under the Companies Act, 2013 on February 09, 2026 to pursue business activities in the Facility Management Services including Food Supply Services sector. In accordance with the applicable provisions of the Companies Act, 2013, the first financial year of BNHTPL shall be the period commencing from February 09, 2026 and ending on March 31,2027.

6. SIGNIFICANT DEVELOPMENTS DURING THE PERIOD UNDER REVIEW AND UPTO THE DATE OF THE BOARDS REPORT:

a) Listing at BSE Limited and National Stock Exchange of India Limited

I n terms of the Demerger Scheme, 14,89,49,413 equity shares of face value of Rs.10/- each (Indian Rupees ten only) of the Company were listed and commenced trading

on BSE Limited and National Stock Exchange of India Limited, effective June 11,2025.

b) Acquisition of shares during the Year

The Board of Directors of the Company at their meeting held on November 6, 2025 approved the purchase of 2% equity shares of Vedang Cellular Services Private Limited ( Vedang ) from Mr. Ashish Kapoor, Whole Time Director of Vedang as per the Shareholders Agreement dated October 25, 2017 for 4.16 crores (Indian Rupees Four Crores and Sixteen Lakhs). Consequent to such acquisition of shares, the Company holds 98.98% equity shares in Vedang.

c) Newly incorporated wholly-owned subsidiaries of the Company

The Company incorporated the following wholly-owned subsidiary companies:

d) Adoption and implementation of Bluspring Enterprises Limited - Employee Stock Option Scheme 2026

The Board at its meeting held on February 3, 2026 based on the approval and recommendation of the Nomination and Remuneration Committee approved the formulation, adoption and implementation of the Bluspring Enterprises Limited - Employee Stock Option Scheme 2026 ( ESOS 2026/ Scheme ) for granting up to 54,34,300 (Fifty Four Lakhs Thirty Four Thousand and Three Hundred) stock options, convertible into equivalent equity shares, in one or more tranches, in compliance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Shareholders of the Company approved the ESOS 2026 by way of Postal Ballot on April 23, 2026 and the Company received the in-principle approval for listing of the shares under the ESOS 2026 from the BSE and National Stock Exchange of India Limited on June 10, 2026.

e) Acquisition by Bluspring New Horizon One Private Limited

Bluspring New Horizon One Private Limited ( BNHOPL ), a wholly owned subsidiary of the Company entered into a Share Purchase Agreement on March 19, 2026 with STEAG Power GmbH and STEAG Energy Services (India) Private Limited ( SESI ) for the acquisition of 100% of the paid-up share capital of SESI on a fully diluted basis for a total consideration of 180,00,00,000 (Indian Rupees One Hundred Eighty Crore).

Founded in 2001, SESI is a leading provider of operations and maintenance (O&M), digital solutions, and end-to- end engineering and management advisory services to the conventional and renewable power/ energy industry across India, Botswana, Middle East and other overseas markets. SESI has two subsidiaries:

- STEAG Energy Services (Botswana) (Pty) Ltd., which is a wholly-owned subsidiary in Botswana; and

- STEAG O&M Company Private Limited, which is a joint venture with Hinduja Energy (India) Limited

Pursuant to satisfactory closure of all the condition precedents envisaged in the Share Purchase Agreement dated March 19, 2026, BNHOPL completed the acquisition of 100% of the paid-up share capital of SESI on a fully diluted basis from STEAG Power GmbH and consequently SESI become a wholly-owned step-down subsidiary of the Company with effect from May 21,2026.

SI. Name of subsidiary	Place of Incorporation	Date of Incorporation	Brief nature of business
1 Bluspring New Horizon One Private Limited	Bengaluru, India	February 9, 2026	To pursue business activities in the Industrial and/ or Operating Management sector
2 Bluspring New Horizon Two Private Limited	Bengaluru, India	February 9, 2026	To pursue business activities in the Facility Management Services including Food Supply Services sector
3 Bluspring Middle East Contractini - L.L.C - S.P.C	Abu Dhabi, UAE g	April 3, 2026	To pursue organic and inorganic business opportunities in the Industrial, Telecom and Infrastructure, maintenance and services business sector in the UAE

f) Acquisition by Bluspring New Horizon Two Private Limited

Bluspring New Horizon Two Private Limited ( BNHTPL ), a wholly owned subsidiary of the Company entered into a Share Purchase Agreement on April 13, 2026 with Airline Catering and Retail Invest Asia Pacific Limited and Alfred Anton Rigler for the proposed acquisition of 100% of the paid-up share capital of LSG Sky Chefs India Private Limited ( LSG India ) on a fully diluted basis, based on an enterprise value of 129 Crore (Indian Rupees One Hundred and Twenty Nine Crores only), subject to customary adjustments as set out in the definitive agreements and subject to the satisfaction of customary conditions precedent and closing conditions as set out in the SPA.

I ncorporated on May 31, 2001, LSG India is a leading provider of in-flight catering and allied aviation services for domestic and international airlines, including Indigo, Lufthansa, Etihad and Qatar Airways. The scope of the acquisition will be the Bangalore International Airport operations of LSG India with all other operations being carved out of LSG India prior to the acquisition.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of the Act and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the Notes to financial statements.

8. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis report as prescribed under Part B of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations is provided in a separate section and forms part of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS):

During the year under review, the following changes took place in the Directors and Key Managerial Personnel of the Company:

a) Non-Executive Directors

During During the year, Mr. Gopalakrishnan Soundarajan (DIN:05242795) was appointed as a Non-Executive Director based on the recommendation of Nomination and Remuneration Committee effective from April 21, 2025. The Shareholders approved his appointment through

Extra-Ordinary General Meeting, conducted in accordance with applicable provisions of the Act, read with the applicable Rules, Secretarial Standards, and the SEBI Listing Regulations, on July 18, 2025, by the requisite majority.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them to attend meetings of the Board/ Committees of the Company.

b) Independent Directors

Mr. Dinkar Gupta (DIN: 07674724) was appointed as an Independent Director based on the recommendation of Nomination and Remuneration Committee effective from April 21, 2025. The Shareholders further approved his appointment on July 18, 2025 through Extra-Ordinary General Meeting by the requisite majority for a term of five consecutive years with effect from the date of appointment i.e. from April 21,2025 to the end of April 20, 2030.

The Company has received declarations from the Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors.

c) Executive Directors

Mr. Kamal Pal Hoda (DIN: 09808793) was appointed as the Chief Executive Officer and Executive Director with effect from April 1, 2025 as per the recommendation of Nomination and Remuneration Committee ( NRC) at its meeting held on March 31, 2025 which was approved by the Board of Directors at its meeting held on March 31, 2025. The Shareholders approved his appointment through their Extra-Ordinary General Meeting held on March 31, 2025.

None of the Directors of the Company are disqualified from being appointed as Directors under Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

d) Director retiring by rotation

I n accordance with the provisions of Section 152 of the Act read with rules made thereunder and the Articles of Association of the Company, Mr. Anish Thurthi (DIN: 08713000), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting ( AGM ) and being eligible, has offered himself for re-appointment. A resolution seeking Shareholders approval for his reappointment forms part of the AGM Notice.

e) Key Managerial Personnel

During the year, Mr. Kamal Pal Hoda was appointed as the Chief Executive Officer and Executive Director with effect from April 1, 2025 as per the recommendation of Nomination and Remuneration Committee ( NRC ) at its meeting held on March 31, 2025 which was approved by the Board of Directors at its meeting held on March 31, 2025. The Shareholders approved his appointment through their Extra-Ordinary General Meeting held on March 31, 2025.

Mr. Prapul Sridhar was appointed as the Chief Financial Officer of the Company based on the recommendation of the Nomination and Remuneration Committee and approval of the Board on March 31, 2025. His appointment became effective from April 1, 2025.

Mr. Arjun Sunil Makhecha was appointed as the Company Secretary and Compliance Officer of the Company based on the recommendation of the Nomination and Remuneration Committee on April 21, 2025 and approved by the Board of Directors at its meeting held on the same day. His appointment became effective from April 21, 2025.

As at the date of this report, the Key Managerial Personnel of the Company comprises of Mr. Kamal Pal Hoda, CEO and Executive Director; Mr. Prapul Sridhar, Chief Financial Officer; and Mr. Arjun Sunil Makhecha, Company Secretary and Compliance Officer.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements for the period ended March 31,2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026, and the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care 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 annual accounts of the Company on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

11. BOARD EVALUATION:

Pursuant to the provisions of Section 134 of the Act, and Regulation 19 of the SEBI Listing Regulations, an annual performance evaluation of the Board, Board level Committees, and Individual Directors was conducted during the year, in order to ensure that the Board and Board level Committees are functioning effectively and demonstrating good governance.

The evaluation was carried out based on the criteria and framework approved by the NRC. A detailed disclosure on the parameters and the process of Board evaluation has been provided in the Report on Corporate Governance.

12. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS:

The Independent Directors are regularly informed during meetings of the Board and committees about the business strategy, activities, operations, updates on the industry, and regulatory developments.

On May 30, 2025, a familiarization program was conducted for all the independent directors of the Company where they were familiarized with the Companys business,

operations, business plans, strategy, functions, policies and procedures and performance of its subsidiaries.

The Familiarization Programme aims to provide insight to the Independent Directors so that they can understand the Companys business, its stakeholders, leadership team, senior management, operations, policies, and industry perspectives and issues.

Details of the familiarization programs provided to the Directors are mentioned in the Report on Corporate Governance and the above details can be accessed in the web-link i.e.

13. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditors

Pursuant to the provisions of Section 139 (6) of the Act and the rules framed thereunder, M/s. Deloitte Haskins and Sells, Chartered Accountants (Firm Registration No.008072S) were appointed as First Statutory Auditors of the Company by the Board at its meeting held on February 15, 2024 to hold office until the conclusion of the 1 st Annual General Meeting of the Company.

Further, the Shareholders at the 1 st AGM of the Company, held on September 30, 2025, appointed M/s. Deloitte Haskins and Sells, Chartered Accountants (Firm Registration No.008072S), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 1 st Annual General Meeting until the conclusion of the 6 th Annual General Meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified to continue as the Statutory Auditors and are eligible to hold the office as the Statutory Auditors of the Company.

The Board has duly examined the Statutory Auditors Report to the audited financial statements for the financial year ended March 31, 2026, which is self-explanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements section of the Annual Report.

The Statutory Auditors issued an unmodified opinion on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026. Further, the Statutory Auditors also issued an unmodified opinion on internal financial controls with reference to the financial statements (standalone and consolidated) for the financial year ended March 31, 2026. The Auditors Report is enclosed with the financial statements in this Report.

During the year under review, the Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

b) Secretarial Auditors

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A of the Listing Regulations, based on the recommendation of the Audit Committee at its meeting held on July 31, 2025, and as approved by the Board of Directors at its meeting held on the same date, the Shareholders had approved the appointment of M/s. V. Sreedharan and Associates, Company Secretaries (Firm Registration No. P1985KR14800) as the Secretarial Auditors of the Company to conduct secretarial audit for a period of five (5) years commencing from FY 2025-26 to FY 2029-30 at the 1 st AGM of the Company held on September 30, 2025.

The Secretarial Audit Report for FY26 is annexed as Annexure 1 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification or adverse remark for the year under review.

During the year under review, the Secretarial Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

c) Internal Auditors

Based on the recommendation of the Audit Committee at its meeting held on April 21, 2025, the Board approved at its meeting held on the same date the appointment of M/s. Grant Thornton Bharat LLP (Firm Registration Number: AAA-7677) as the Internal Auditors of the Company for FY2025-26 to conduct the audit on the basis of a detailed internal audit plan which was finalized in consultation with the Audit Committee. The Internal Auditors submit its findings and report to the Audit Committee of the Company on a quarterly basis.

Based on the recommendation of the Audit Committee at its meeting held on May 19, 2026, the Board has approved at its meeting held on the same date the appointment of M/s. Grant Thornton Bharat LLP (Firm Registration Number: AAA-7677) as the Internal Auditors of the Company for FY2026-27 to conduct the audit on the basis of a detailed internal audit plan which was finalized in consultation with the Audit Committee.

d) Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is not applicable to the Company and accordingly, such accounts and records are not maintained.

14. RISK MANAGEMENT:

The Company maintains a comprehensive Enterprise Risk Management (ERM) framework that is embedded across its operations and overseen by a dedicated Risk Management function. The framework is designed to support the identification, assessment, mitigation, and monitoring of risks and is aligned with the principles of COSO and ISO 31000.

Through active engagement with business and functional leaders, the ERM framework facilitates a structured evaluation of risks that may impact the achievement of strategic and operational objectives. The process enables timely identification of emerging risks and opportunities, thereby supporting informed decision-making and sustainable business performance.

The framework covers a broad spectrum of risks, including strategic, operational, financial, regulatory, compliance, and sustainability-related risks, while taking into consideration both internal and external business environments.

The Companys risk management approach is supported by a strong internal control environment and includes the following key features:

- Risk Governance Structure: The Board-approved Risk Management Policy establishes the Companys approach towards managing risk in a systematic manner. The Risk Management Committee, comprising Directors and senior management personnel, periodically reviews key risk exposures, mitigation strategies, and emerging risk trends to ensure effective oversight.

- Integrated Assurance Mechanism: The Corporate Risk Management team collaborates closely with Internal Auditors and business stakeholders to assess control effectiveness and identify opportunities for process enhancement. Significant audit observations and management action plans are regularly reviewed by the Audit Committee.

- Policies and Process Controls: Standard Operating Procedures, corporate policies, and management guidelines provide a consistent framework for internal controls and support the effective management of risks across the organisation.

The Risk Management Policy, as approved by the Board is available on the Companys website and can be accessed by using the link -

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company maintains a robust Internal Control System (ICS), aligned with the provisions of the Companies Act, 2013 and commensurate with the size, scale and complexity of its business operations.

The Board of Directors has established internal financial controls through comprehensive policies and procedures adopted by the Company. These controls are designed to ensure the orderly and efficient conduct of business, compliance with applicable laws, regulations and regulatory directives, safeguarding of assets, authorisation of transactions, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

M/s. Grant Thornton Bharat LLP conducts internal audit reviews, with the scope and coverage approved by the Audit Committee. To ensure independence, the Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Auditor periodically reviews and evaluates the effectiveness of the Companys internal control framework and compliance with applicable laws, regulations and accounting policies. The Management reviews the audit observations and undertakes appropriate corrective actions, wherever necessary, to strengthen the control environment. A summary of the internal audit findings is presented periodically to the Audit Committee.

During the year under review, the internal financial controls were evaluated and no reportable material weakness or significant deficiency in the design or operating effectiveness of such controls was observed. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during FY 2025-26. Details relating to the adequacy of internal financial controls are also included in the Management Discussion and Analysis, which forms part of this Annual Report.

16. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered during FY26 were on an arms length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered by the Company during the year that required Shareholders approval under Section 188 of the Act or Regulation 23 of the SEBI Listing Regulations.

The Audit Committee reviews all related party transactions entered into by the Company on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties, if any, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 2 in Form AOC-2 and the same forms part of this report. Details pertaining to the related party transactions entered during the year under review are also provided in the notes to the Financial Statements, forming part of this Report.

The Company has adopted a policy for dealing with Related Party Transactions and is made available on the Companys website at -

17. NOMINATION AND REMUNERATION COMMITTEE AND COMPANYS POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION:

a) Policy on Directors Appointment and Remuneration

I n compliance with the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Board, on the recommendation of NRC has approved the criteria for determining qualifications, positive attributes, and independence of Directors in terms of other applicable provisions of the Act and the rules made thereunder, both in respect of Independent Directors and other Directors, as applicable.

The Board has adopted a policy which provides for the appointment of Directors, viz. educational and professional background, general understanding of the Companys business dynamics, global business and social perspective, personal achievements and Board diversity, removal and remuneration of Directors, Key Managerial Personnel ( KMP ) and Senior Management Personnel and also on succession planning and evaluation of Directors.

The policy on remuneration is available on our website at:

b) Board Diversity

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will leverage differences in thought, perspective, knowledge and industry experience and geographical

background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, global business, leadership, technology, mergers and acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk and cybersecurity and other domains, to help us retain our competitive strength.

The Board recognizes importance of diverse composition and has therefore adopted a Board Diversity Policy. The Board has evaluated the policy with the purpose of ensuring adequate diversity in its Board of Directors, which enables them to function efficiently and foster differentiated thought processes at the back of varied industrial and management expertise.

The policy is made available on the Companys website which can be accessed at the web link -

Additional details on Board diversity are available in the Corporate Governance Report.

18. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:

The criteria for making payment to Non-Executive Directors is available on the website of the Company at -

19. EMPLOYEE STOCK OPTION PLAN (ESOP)/ RESTRICTED STOCK UNITS (RSUS):

The Company grants share-based benefits to its eligible employees to attract and retain the best talent, encouraging employees to align individual performances with the Company objectives and promoting increased participation by them in the growth of the Company.

The Company has implemented the below mentioned employee stock option schemes, namely:

a) Bluspring Enterprises Limited - Special Purpose Stock Ownership Plan 2025 ( Special Purpose SOP 2025/ Plan )

b) Bluspring Enterprises Limited - Employee Stock Option Scheme 2026 ( ESOS 2026 )

I n accordance with the Demerger Scheme, the Board, based on the recommendation of Nomination and Remuneration Committee formulated the Special Purpose SOP 2025 at its meeting held on April 21,2025 for grant of RSUs not exceeding 18,35,490 (Eighteen Lakhs Thirty-Five Thousand Four Hundred and Ninety) RSUs to the eligible employees who were granted Options by QCL under the Quess Stock Ownership Plan 2020

( QSOP 2020 ) and who were transferred to the Company pursuant to such demerger on terms not prejudicial or less favorable to than those provided under the QSOP 2020.

During the year, based on the approval of Nomination and Remuneration Committee at its meeting held on February 03, 2026, a total of 1,83,045 shares of 10/- each were allotted to the eligible RSUs holders who have exercised their RSUs under the Special Purpose SOP 2025.

The Company had also introduced ESOS 2026, which was approved by the Shareholders through Postal Ballot on April 23, 2026. The said scheme was implemented with a view to grant performance-linked restricted stock unit to motivate key employees, to create an employee ownership culture, to attract new talent, and to retain existing managers.

During the year under review, there have been no changes in the above-mentioned existing Scheme, and it is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

A detailed disclosure with respect to stock options containing details as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014, and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is appended herewith as Annexure 3 to the Boards Report.

Dr. Shobha Shridhar, Practicing Company Secretary (C.P. No. 22649) and Partner of V. Sreedharan and Associates, has certified that the aforementioned employee stock option plans of the Company have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the Shareholders in this regard.

Disclosure with respect to restricted stock unit as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the Regulations), are available in the Notes to the Financial Statements of the Company. The said disclosures forming part of the Financial Statements can also be accessed on your Companys website under the section Investor.

20. PARTICULARS OF EMPLOYEES:

The Company is required to give disclosures under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as Annexure 4 and forms an integral part of this Report.

The statement containing the details of top 10 (ten) employees on roll and particulars of employees employed throughout the year whose remuneration is more than Rs. 10.20 Million or more per annum and employees employed part-time and in receipt of remuneration of Rs.

0.85 Million or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report.

The above statement is available on the website of the Company at . Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company during business hours on working days, 21 days before and up to the date of the ensuing AGM.

21. CORPORATE GOVERNANCE:

Your Company has put in place governance practices as prevalent globally. The Corporate Governance Report and the Auditors Certificate regarding compliance of conditions of Corporate Governance for the FY 2025-26 are made part of the Annual Report.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with the above laws, to report concerns about unethical behaviour, violations of system, actual or suspected fraud or grave misconduct by the employees. The details of the Policy have been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the website of the Company -

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As an advanced infrastructure management organization, your Company operates with a relatively low direct environmental footprint. However, it remains committed to driving continuous improvements in energy efficiency, responsible resource utilization, and climate-conscious operations as part of its broader sustainability and ESG agenda.

Your company actively pursues opportunities to reduce energy consumption and enhance operational efficiency through the adoption of sustainable practices and technology-driven solutions. By embedding

resource optimization into its day-to-day operations, your Company seeks to create long-term environmental value while supporting business resilience and operational excellence.

Key initiatives undertaken during the year include:

- Digitalization of business processes: Your company continues to promote paperless operations by leveraging digital platforms and workflow automation, reducing dependence on physical resources and improving process efficiency.

- Efficient climate control management: Air-conditioning systems are operated using optimized temperature settings aligned with seasonal and climatic conditions, enabling effective energy management while maintaining a comfortable workplace environment.

- Adoption of energy-efficient lighting: Your company promotes the use of LED lighting across its offices and operational facilities, wherever feasible. Energy-efficient lighting solutions help reduce electricity consumption, lower maintenance requirements, and contribute to overall energy conservation efforts.

- Smart Water Conservation Measures: Your company has installed sensor-based water taps at its facilities to encourage efficient water usage and reduce avoidable wastage. By automatically controlling water flow, these systems support responsible resource consumption and contribute to your Companys broader sustainability objectives.

- Energy conservation awareness: Through its Switch Off When Not in Use initiative, your Company encourages employees to switch off non-essential lighting and electrical equipment during non-operational hours, fostering a culture of responsible energy use.

- Technology-enabled resource optimization: Your Company continues to strengthen its digital capabilities through investments in internal technology infrastructure, supporting data-driven operations, enhanced productivity, and efficient resource utilization.

Recognizing energy conservation as a critical component of sustainable operations, your Company remains focused on identifying and implementing innovative technologies and operational practices that drive efficiency gains. Through ongoing collaboration with its operational teams, your Company seeks to optimize resource consumption, enhance business

performance, and contribute meaningfully to its long-term ESG objectives.

At Bluspring, technology adoption plays a pivotal role in enhancing operational efficiency, strengthening compliance processes, and supporting sustainability objectives. Your Company has implemented advanced digital onboarding solutions that enable centralized document screening, verification, and record management. This technology-driven approach streamlines workflows, improves process accuracy, and enhances the overall onboarding experience. Additionally, by reducing reliance on physical documentation and minimizing decentralized processing, the initiative contributes to lower paper consumption and a reduced environmental footprint. Through the integration of innovative digital solutions, your Company continues to drive operational excellence while advancing its commitment to responsible and sustainable business practices.

The details of foreign exchange earnings and outgo as on March 31,2026 are given below:

- Expenditure in foreign currency: Nil

- Earnings in foreign currency: 87.97 million.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities within your Company. and also has in place a CSR Policy, which is available on the Companys website at

During the year under review, the Company was required to make CSR expenditure as per Sec 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014 for an amount of 6,65,000/- (Rupees Six Lakhs Sixty-Five Thousand only).

As the Company was in its first year of operations for FY 2025-26 it was not possible to undertake its CSR activities during the period under review. As such the Company has in compliance with the provisions of Sec 135(5) of the Act contributed 3,32,500/- (Rupees Three Lakhs Thirty Two Thousand Five Hundred only) each to the Clean Ganga Fund and Prime Ministers National Relief Fund (PMNRF) aggregating to 6,65,000/- (Rupees Six Lakhs Sixty Five Thousand only) as part of its CSR obligation under the provisions of Section 135(5) of the Companies Act, 2013 for the FY 2025-26.

As per rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, an annual report

on CSR is appended herewith as Annexure 5 to the Boards Report.

25. DEPOSITS:

Your Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31,2026.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS:

There was no instance of any significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status and Companys operations in the future.

27. DEBENTURES:

As on March 31, 2026, the Company does not have any debentures.

28. CREDIT RATING:

In order to comply with Basel-II norms, the Company has received credit ratings from India Ratings and Research Private Limited ( Ind-Ra ) on March 6, 2026 concerning the Companys debt instruments as provided below:

Instrument	Size of Issue (million)	Rating Action
Bank loan facilities	4,700	IND A/Stable/ IND A1; Assigned
Proposed commercial	1,000	IND A1;
paper		Assigned

29. MEETINGS OF THE BOARD:

The Board met six (6) times during the period under review. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report that forms part of this Report.

30. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees as on March 31, 2026:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Administration and Investment Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are detailed in the Corporate Governance Report that forms part of this Report.

31. ANNUAL RETURN:

I n terms of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2026 is available on the Companys website at -

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide a safe and conducive work environment to its employees and has zero tolerance for any actions which may fall under the ambit of sexual harassment at the workplace.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ) and the rules thereunder. There are regular sessions offered to all employees to increase awareness on the topic and the Committee and other senior members have undergone a training session.

An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, has been constituted to enquire into complaints, and to recommend appropriate action, wherever required, in compliance with the provisions of the POSH Act. Details of complaints pertaining to sexual harassment that was filed, disposed-off and pending during the financial year are provided in the Report on Corporate Governance, which forms part of this Report.

33. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for the Directors and senior management of the Company. As prescribed under Regulation 17 of the SEBI Listing Regulations, a declaration signed by the CEO and Executive Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for FY26 forms part of the Corporate Governance Report.

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

No material changes and commitments which could affect your Companys financial position have occurred between

the end of the financial year of your Company and date of this report other than those specified in this report.

35. CYBER-SECURITY:

The Company is maintaining a secure digital environment as a top priority. As we continue to expand across facility management, food services, security services, and industrial and telecom infrastructure maintenance, cybersecurity remains central to protecting our operations, client data, and service delivery. Following our demerger from QCL, we have strengthened our focus on securing both cloud-based and traditional IT systems.

Our cybersecurity approach is guided by globally recognized standards, ensuring that security practices align with business goals and compliance requirements. A dedicated cybersecurity council oversees policies, regularly reviewing risks and adapting to evolving threats across on-premises and cloud environments.

We proactively assess risks related to both infrastructure and third-party vendors, ensuring security throughout our digital ecosystem. These assessments inform the ongoing enhancement of our security framework to address emerging challenges in cloud and hybrid operations.

We adopt a layered security strategy designed to protect data, systems, and networks. Measures include controlled access, data protection protocols, continuous system monitoring, and strong endpoint security across all platforms.

Our incident response plans are regularly tested and updated to ensure readiness against potential cyber incidents. Business continuity measures, including automated backup and recovery capabilities, safeguard operational stability in the face of disruptions.

The Company follows industry-leading cybersecurity best practices, governance frameworks, and security controls aligned with ISO 27001 standards and other applicable regulatory requirements.

Ongoing employee training ensures that all staff remain vigilant against cyber threats and are equipped to follow best practices for securing Company systems and data.

We enforce strict security standards for all vendors and partners who interact with our systems, ensuring that they meet our compliance and risk management expectations.

Cybersecurity remains an essential pillar of the Companys operational resilience. Through strong governance,

continuous improvement, recognized certifications, and a security-first culture, we protect our assets, client trust, and service excellence in an evolving digital landscape.

36. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

37. OTHER DISCLOSURES:

a) There is no change in nature of business of the Company

b) There were no instances where the Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial Institution.

c) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016, which materially impact the business of the Company.

d) The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees.

38. ACKNOWLEDGEMENTS:

The Board wishes to place on record its sincere gratitude and appreciation of the efforts put in by your Company employees for achieving encouraging results. The Board also wishes to thank the Shareholders, distributors, vendors, customers, bankers, government and all other business associates forming part of the Bluspring family for their continued support and co-operation during the year.

For and on behalf of the Board of Directors of
	Bluspring Enterprises Limited
	Sd/-
	Ajit Isaac
Place: Bengaluru	Chairman
Date: July 31,2026	DIN: 00087168