Bluspring Enterprises Ltd Directors Report

Dear Shareholders,

The Board of Directors ( Board ) are delighted to present the First Annual Report of Bluspring Enterprises Limited ( the Company or Bluspring ) along with the audited financial statements (Standalone and Consolidated) for the period ended March 31, 2025 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 1 1, 2024, as a wholly-owned subsidiary of Quess Corp Limited ( QCL ). During the year under review 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 Hon ble 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.

Pursuant to such demerger, the Operating Assets Management and Product-Led business of QCL was transferred to the Company on March 31, 2025.

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).

The consolidated performance of the Company and its subsidiaries for the period under review, i.e. February 11,2024 to March 31, 2025 has been referred to wherever required.

1. FINANCIAL SUMMARY: STANDALONE AND CONSOLIDATED:

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

Particulars	For the period February 11,2024 to
	March 31,2025
	( in millions, except per equity share data)
	Consolidated	Standalone
Revenue from operations	34,835.72	23,223.75
Other Income	51.14	119.21
Total Income	34,886.86	23,342.96
Cost of material and stores and spare parts consumed	2,311.89	2,300.76
Employee benefit expenses	27,263.42	18,159.27
Other expenses	4,445.00	2,268.51
Finance Costs	377.92	192.44
Depreciation and Amortization Expense	504.96	288.02
Total Expenses	34,903.19	23,209.00
Profit/(loss) before exceptional items and tax	(16.33)	133.96
Exceptional items	1,680.27	944.21
Profit/(Loss) Before Tax	(1,696.60)	(810.25)
Tax Expense	(94.62)	(14.53)
Profit/(Loss) for the period	(1,791.22)	(824.78)
Total Comprehensive Loss for the period	(1,785.80)	(777.73)
Basic EPS (in )	(11.55)	(5.54)
Diluted EPS (in )	(11.55)	(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 Authority s 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 Company s website at

5. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

As part of the Demerger Scheme, the shares held by QCL in the following companies/ body corporates stood transferred to the Company w.e.f March 31, 2025, i.e. the effective date of the Demerger Scheme:

S.N.	Name of the 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	Agensi Pekerjaan Monster Malaysia Sdn. Bhd.	Step-down Foreign Subsidiary Company	Malaysia
6	Monster.Com.SG Pte Limited	Step-down Foreign Subsidiary Company	Singapore
7	Monster.Com.HK Limited	Step-down Foreign Subsidiary Company	Hong Kong

On account of above, the Company has 7 (seven) subsidiaries comprising of 4 (four) Indian subsidiary companies and 3 (three) step-down foreign subsidiaries companies. Out of the 4 (four) Indian subsidiary companies, 1 (one) is a wholly-owned subsidiary company.

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 Company s website at:

The Company has a policy for determining materiality of subsidiaries and the same is uploaded on the Company s 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.

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

(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 31,2025, Monster reported a total revenue of 1,016 million and a net loss of 676 million against a revenue of 1,248 million and a net loss of 662 million in FY24.

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 India s 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, 2025, Terrier reported a total revenue of 6,228 million and a net profit of 68 million against a revenue of 5,839 million and a net profit of 62 million in FY24.

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 the business of providing training, consultancy, advisory, engineering, installation and commissioning services in the field of cellular wireless telecom.

During the Financial Year ended March 31,2025, Vedang reported a total revenue of 3,261 million and a net profit of 246 million against a revenue of 2,256 million and a net profit of 207 million in FY24.

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 31,2025, Trimax reported a total revenue of 35 million and a net profit of 38 million against a revenue of 139 million and a net profit of 38 million in FY24.

6. SIGNIFICANT DEVELOPMENTS IN FY25:

a) Composite Scheme of Arrangement

During the year under review, the Hon ble National Company Law Tribunal, Bengaluru Bench passed its order on March 4, 2025, approving the Composite Scheme of Arrangement between Quess Corp Limited ( Demerged Company/ QCL ), Digitide Solutions Limited ( Resulting Company 1 ), Bluspring Enterprises Limited ( Resulting Company 2/ the Company ), and their respective shareholders and creditors ( Demerger Scheme ), which

was effective from March 31,2025. The Appointed Date of the Demerger Scheme was April 1,2024.

Pursuant to such demerger, the Operating Assets Management and Product-Led business of QCL was transferred to the Company on March 31, 2025.

b) Change in Share capital:

• Authorised Share Capital:

Pursuant to the Demerger Scheme, the Board at its meeting held on April 1,2025 approved increase in the authorised share capital of the Company from 10,00,000 (Indian Rupees Ten lakhs only) divided into 1,00,000 (One Lakh) equity shares of 10 (Indian Rupees Ten) each to 175,00,00,000 (Indian Rupees One Hundred and Seventy-Five Crores only) divided into 17,50,00,000 (Seventeen Crores Fifty Lakhs) equity shares of 10 (Indian Rupees Ten) each.

• Paid-up Share Capital:

In accordance with the Demerger Scheme;

(i) The Board of Directors had allotted 14,89,49,413 equity shares having face value of 10 each on April 21, 2025 to the eligible shareholders, whose names appeared in the register of members and records of the depository as on the Record Date i.e. April 15, 2025; and

(ii) The entire pre-scheme paid-up share capital of the Company comprising 10,000 equity shares of face value of 10 each stood cancelled and reduced, upon allotment of 14,89,49,413 equity shares by the Company. As on April 21, 2025 and date of this Report, the paid-up equity share capital of the Company is 148,94,94,130/- consisting of 14,89,49,413 equity shares having face value of 10 each.

c) 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 the Company were listed and commenced trading on BSE Limited and National Stock Exchange of India Limited, effective June 11,2025.

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 KMP S:

During the year under review, your Company experienced changes in its Board of Directors and Key Managerial Personnel as it transitioned into an independent entity following the demerger.

a) Non-Executive Directors

During the year, Mr. Ajit Abraham Isaac (DIN: 00087168) and Mr. Anish Thurthi (DIN: 08713000) were appointed as a Non-Executive Director effective from March 28, 2025. The shareholders approved their appointment through Extra-Ordinary General Meeting, conducted in accordance with applicable provisions of the Act, read with the applicable Rules and Secretarial Standards, on March 31,2025, by requisite majority.

As part of the demerger exercise which resulted in segregation of the business and operations of the Demerged Company and Resulting Companies, Mr. Guruprasad Srinivasan (DIN: 07596207) and Ms. Ruchi Ahluwalia (DIN: 10273851) resigned as Non-Executive Directors with effect from March 31,2025.

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 c) 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

The Company appointed the following Independent Directors:

• Mr. Sanjay Anandaram (DIN: 00579785), appointed on March 28, 2025

• Mr. N Suresh Krishnan (DIN: 00021965), appointed on March 28, 2025

• Ms. Srivathsala K.N. (DIN: 06465469), appointed on March 28, 2025

• Mr. Dinkar Gupta (DIN: 07674724), appointed on April 21, 2025

The shareholders approved appointment of Mr. Sanjay Anandaram, Mr. N Suresh Krishnan and Ms. Srivathsala K.N. on March 31, 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 March 28, 2025 to the end of March 27, 2030.

Mr. Dinkar Gupta 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 all Independent Directors confirming that they meet the independence criteria as stipulated under Section 149(6) of the Act and the SEBI Listing Regulations. They have duly registered with the Independent Director s Database maintained by the Indian Institute of Corporate Affairs (IICA). In the Board s opinion, these Independent Directors satisfy the prescribed conditions and are independent of the Management.

Executive Directors

Mr. Kamal Pal Hoda (DIN: 09808793) was re-designated as Chief Executive Officer & Executive Director as per the recommendation of Nomination and Remuneration Committee ( NRC ) on March 31, 2025 approved by the Board of Directors in the meeting held on March 31, 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 and Secretarial Standards, on March 31,2025, by the requisite majority with effect from April 01, 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. Ajit Abraham Isaac (DIN: 00087168), 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 re-appointment forms part of the AGM Notice.

e) Key Managerial Personnel

During the year, Mr. Kamal Pal Hoda was re-designated as Chief Executive Officer and Executive Director, based on the recommendation of the Nomination and Remuneration Committee on March 31, 2025, and approved by the Board of Directors at its meeting held on the same day. His appointment became effective from April 1, 2025, was subsequently approved by the shareholders at the Extra-Ordinary General Meeting ( EGM ) 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 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 includes: Mr. Kamal Pal Hoda, CEO & Executive Director; Mr. Prapul Sridhar, Chief Financial Officer; and Mr. Arjun 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 31,2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) t hey 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 loss of the Company for that period;

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) t hey 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. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS:

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 should be conducted, in order to ensure that the Board and Board level Committees are functioning effectively and demonstrating good governance.

As the majority of the Directors were appointed on March 28, 2025 and the Board level Committees was constituted on March 28, 2025, the Company will undertake a comprehensive evaluation exercise in FY 2025-26. The Board believes that an effective and meaningful evaluation can be conducted only after the Directors have served a reasonable tenure and have had sufficient opportunity to contribute and interact as a cohesive unit.

The Independent Directors are regularly informed during meetings of the Board and Committees about the business strategy, activities, manufacturing 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 Company s business, operations, business plans, strategy, functions, policies and procedures and performance of its subsidiaries. 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. .

12. AUDITORS & 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 & 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.

The Board has duly examined the Statutory Auditors Report to the audited financial statements for period ended March 31, 2025, 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 period ended March 31, 2025. Further, the Statutory Auditors also issued an unmodified opinion on internal financial controls with reference to the financial statements (standalone and consolidated) for the period ended March 31, 2025. 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.

Based on the recommendation of the Audit Committee at its meeting held on July 31,2025, and as approved by the Board of Directors in its meeting held on the same date, the Board has proposed for the approval of the shareholders, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), as Statutory Auditors of the Company for a period of five years commencing from the financial year 2025-26 and upto the financial year 2029-30. The appropriate resolution seeking approval of the Shareholders for the appointment of Statutory Auditors forms part of the Notice convening the 1 st AGM of your Company.

b) Secretarial Auditors

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had approved the appointment of M/s. RLS & Associates, Practicing Company Secretaries (Firm Registration No. S2019TN681800) as the Secretarial Auditors to undertake the Secretarial Audit of the Company for the first accounting year/financial year i.e., from date of incorporation till March 31,2025.

The Secretarial Audit Report for FY25 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.

Based on the recommendation of the Audit Committee at its meeting held on July 31, 2025, and as approved by the Board of Directors in its meeting held on the same date, the Board has proposed for the approval of the shareholders, the appointment of M/s. V. Sreedharan & 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. The appropriate resolution seeking approval of the Shareholders for the appointment of Secretarial Auditors forms part of the Notice convening the 1 st AGM of your Company.

c) Internal Auditors

Based on the recommendation of the Audit Committee at its meeting held on April 21,2025, the Board has approved in 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 is 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.

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.

13. RISK MANAGEMENT:

We have embraced an integrated Enterprise Risk Management (ERM) framework operationalised throughout the organisation by our dedicated Risk management team. Tailored to accommodate our diverse business needs, our ERM Framework draws from the standards of COSO and ISO 31000, ensuring alignment with best practices and principles.

Our framework facilitates systematic and proactive risk identification, actively engaging Business Leaders, Functional Heads, and Process Owners. By discerning and mitigating risks, our organisation optimises performance and expedites decision-making. Furthermore, our ERM framework comprehensively identifies strategic, operational, financial, compliance, and sustainability risks, considering both internal and external dimensions across all categories.

Supported by a robust and dynamic internal control system, our ERM Framework boasts the following features:

• Our Board-approved Risk Management Policy delineates a structured and disciplined approach to risk management, aiding strategic decision-making. The Risk Management Committee, composed of Board members and C-suite Executives, is tasked with diligently reviewing and overseeing the progress of mitigation plans, offering essential guidance and direction.

• The Corporate-level Risk Management Team constantly engages with independent Internal Auditors to pinpoint areas necessitating strengthened processes and internal controls for enhanced risk management. The Audit Committee conducts in-depth discussions and evaluations of audit findings, including the status of management action plans.

• Business SOPs and policies, alongside centrally issued directives, serve as guiding principles for our internal controls, fortifying our risk management processes.

The Risk Management policy, as approved by the Board, is displayed on the official website of the Company and can be accessed by using the link -

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company maintains a robust Internal Control System (ICS), meticulously aligned with the provisions of the Act and tailored to the scale, scope, and intricacy of its business operations. The Board of Directors have established internal financial controls through comprehensive policies and procedures duly adopted by the Company. These measures ensure the smooth and effective functioning of its business, compliance with all pertinent laws, regulations, and directives from regulatory bodies, protection 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 authority stipulated by the Audit Committee. To maintain independence, the Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Auditor diligently monitors and evaluates the efficiency of the Company s internal control system, ensuring adherence to laws and accounting policies. The Management meticulously reviews these reports and implements corrective actions to bolster controls. Summaries of periodic audit findings are presented to the Audit Committee.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company s internal financial controls were adequate and effective during FY25, and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.

15. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered during FY25 were on an arm s 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 SEBI Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).

None ofthe 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 Company s website at -

16. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION:

a) Policy on Director s Appointment and Remuneration

In compliance with the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the Board, on the recommendation of the Nomination and Remuneration Committee 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 Company s 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 & 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 Company s website which can be accessed at the web link -

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

17. CRITERIA FOR MAKING PAYMENTS TO NONEXECUTIVE DIRECTORS:

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

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

In accordance with the Demerger Scheme, your Company has formulated a Special Purpose SOP 2025 viz., Bluspring Enterprises Limited - Special Purpose Stock Ownership Plan 2025 ( Special Purpose SOP 2025/ Plan ) to grant restricted stock units ( RSUs ) to the eligible employees who were granted RSU s 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.

The Board based on the recommendation of the Nomination and Remuneration Committee formulated the aforementioned Special Purpose SOP 2025 at its meeting held on April 21, 2025 for grant of RSU s not exceeding 18,35,490 (Eighteen Lakhs Thirty-Five Thousand Four Hundred and Ninety) RSU s to the eligible employees in one or more tranches, from time to time, which in aggregate is exercisable into not more than 18,35,490 (Eighteen Lakhs Thirty-Five Thousand Four Hundred and Ninety) equity shares of face value of Rs.10 (Ten) each fully paid up. Such grant of RSU s is subject to receipt of necessary approval from the stock exchanges.

19. 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 3 and forms an integral part of this Report.

Pursuant to the Demerger Scheme, the employees were operationally transferred from QCL to the Company with effect from April 1, 2025. As such during the period under review, the Company did not have any employees. Accordingly, the statement required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable for the period under review.

20. CORPORATE GOVERNANCE:

Your Company has put in place governance practices as prevalent globally. The Corporate Governance Report and the Auditor s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177(9) of the Act and Regulation 22 of SEBI 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 -

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

The Company being an advanced infrastructure management organisation has a low operational carbon footprint. However, the organization remains committed to energy efficiency, climate change, and optimal resource consumption. The Company is committed to minimizing its environmental footprint through efficient energy use and smart technology integration. The Company proactively adopts sustainable practices to enhance operational efficiency and support its broader ESG Goals.

Some of the key initiatives undertaken by the Company to enhance energy efficiency includes:

• Promoting Paperless workflows/office leveraging digital tools which will replace manual workflows eventually leading to resource usage & optimization.

• Air-Conditioner systems are regulated through optimized temperature settings adapting in accordance with the climate helps to balance energy efficiency and employee comfort.

• The Company in terms of technology integration continues to strengthen its digital infrastructure through its internal technology team.

As an infrastructure management organization, your Company views energy conservation as one of the prime levers in sustainability and a has a broader commitment to its ESG goals. Your Company is working constantly with its operational teams in adopting new technology which not only helps in resource optimisation but improves overall business efficiency.

At Bluspring, we proactively embrace technology absorption to enhance operational efficiency, reduce environmental impact, and strengthen compliance processes. A key initiative has been the adoption of advanced digital onboarding tools, enabling centralized document screening and verification. This approach not only streamlines workflows and improves accuracy but also significantly reduces our carbon footprint by eliminating the need for physical paperwork and decentralized processing. Through such technology-driven practices, we align innovation with sustainability, ensuring both operational excellence and environmental responsibility.

The details of foreign exchange earnings and outgo as on March 31,2025 are given below:

• Expenditure in foreign currency: 1.11 million

• Earnings in foreign currency: 31.83 million

23. 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 Company s website at

During the year under review, the Company was not required to make CSR expenditure as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. As per rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, an annual report on CSR are appended herewith as Annexure 4 to the Board s Report.

• Switch off when not in use Policy ensures that

all non-essential electrical appliances and lighting 24 DEPOSITS:

are turned off during non-working hours to reduce Your Company has not accepted any deposits under

energy waste. 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 31,2025.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE RREGULATORS/ 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 Company s operations in the future.

26. DEBENTURES:

As on March 31, 2025, the Company does not have any debentures.

27. MEETINGS OF THE BOARD:

The Board met ten (10) 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.

28. 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, 2025 is available on the Company s website at -

29. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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.

30. 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 FY25 forms part of the Corporate Governance Report.

31. 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 Company s 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.

32. 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 maintains compliance with global standards such as ISO 27001 and GDPR through regular audits and strict adherence to data protection obligations. These certifications validate our commitment to maintaining a secure and resilient IT environment. Clear roles and responsibilities support accountability across all technology environments.

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 Company s 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.

33. 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.

34. OTHER DISCLOSURES:

• There is no change in nature of business of the Company.

• 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.

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

35. ACKNOWLEDGEMENTS:

The Board wishes to place on record its sincere gratitude and appreciation of the efforts put in by your Company s 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 31,2025 DIN: 00087168