BLS International Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting the Forty First (41st) Annual Report on the business and operations of the Company for the financial year ended March 31, 2025. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS

Particulars	Consolidated		(Amount In Lakhs) Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	2,19,330.19	1,67,681.40	13,848.63	11,864.22
Other Income	8,050.48	3,994.88	4,666.43	3,546.26
Total Revenue	2,27,380.67	1,71,676.28	18,515.06	15,410.48
Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional item (EBIDTA)*	70,984.12	38,560.67	4,021.87	4,800.88
Less: Interest cost	2,777.79	259.08	383.07	147.75
Depreciation	7,653.99	3,094.19	1,327.23	631.78
Profit before Tax & Minority Interest	60,552.34	35,207.40	2,311.57	4,021.36
Less:Tax	6,587.58	2,645.19	115.10	320.26
Profit after Tax	53,964.76	32,562.21	2,196.47	3,701.09
Total other Comprehensive Income	2,021.21	1,072.22	(22.94)	(5.19)
Total Comprehensive Income for the year *EBIDTA includes other income	55,985.97	33,634.43	2,173.53	3,695.90

2. REVIEW OF OPERATIONS (FY 2024 - 25) Consolidated

During the year under review, total revenue increased by 30.80% y-o-y at Rs. 2,19,330.19 Lakhs as compared to Rs. 1,67,681.40 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA*") was at Rs. 70,984.12 lakhs, registering an increase of 84.08 % y-o-y, as compared to 38,560.67 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at Rs. 53,964.76 Lakhs increased by 65.73 % y-o-y, as compared to Rs.32,562.21 Lakhs in the previous year.

Standalone

Total revenue increased by 16.73% y-o-y at Rs.13,848.63

Lakhs as compared to Rs. 11,864.22 Lakhs in the previous year. EBIDTA was at Rs. 4,021.87 Lakhs, decrease by 16.23% y-o-y, as compared to Rs. 4,800.88 Lakhs in the previous year. PAT for the year stood at Rs. 2,196.47 lakhs, decrease by 40.65 % y-o-y, as compared to Rs. 3,701.09 Lakhs in the previous year.

3. STATE OF THE COMPANY''S AFFAIRS

BLS International Services Ltd. is a trusted global tech-enabled services partner for governments and citizens, having an impeccable reputation for setting benchmarks in the domain of visa, passport, consular, citizen, e-governance, attestation, biometric, e-visa, and retail services since 2005. The company has been named one of "India''s Most Valuable Companies" by Business Today Magazine, one of the "Best under a Billion companies"

by Forbes Asia, and one of "Fortune India''s Next 500 companies."

The company collaborates with more than 46 client governments, including Diplomatic Missions, Embassies, and Consulates, as well as employs technology and processes that ensure data security. The company now has a worldwide presence providing consular, biometrics, and citizen services.

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

During the financial year under review, the Company has given strong financial performance, considering the performance of the company, the Board of Directors of the Company in it''s meeting held on May 15, 2025 has declared a Final Dividend of 100% (Rs. 1.00/- per equity share).

Based on the Company''s performance, further, your Directors are pleased to recommend for approval of the members a Final Dividend of 100% (Rs 1.00/- per equity share) for the Financial Year ended March 31, 2025. The Final Dividend shall be payable post Shareholders'' approval at the 41st Annual General Meeting.

Particulars of Dividend Per value (in Rs.)	Final dividend declared (as % par Value)	Final Dividend amount Beneficial name at the (in Rs.) end of business hours on
Final Dividend Rs. 1.00	100%	Rs. 41,17,40,908 September 09, 2025
The dividend, if approved, by members in the 41st Annual General Meeting (AGM) shall be paid to the eligible members of the Company within 30 days from the date of the 41st AGM. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

6. DIVIDEND DISTRIBUTION POLICY

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

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

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

Dividend_Distribution_Policy.pdf

7. TRANSFER TO RESERVES:

Consolidated

The closing balance of consolidated retained earnings of the Company for FY 2024-2025, after all appropriation and adjustments was Rs. 1,24,879.36 Lakhs.

Standalone

The closing balance of retained earnings of the Company for FY 2024-2025, after all appropriation and adjustments was Rs. 4,419.91 Lakhs.

8. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review, there was no change in the Authorized Share Capital of the Company. On March 31, 2025, the Authorized share capital of the Company was Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crore) equity shares of Re. 1/- (Rupee One only) each.

B. Paid up Share Capital

During the financial year under review, there was no change in the Issued, Subscribed and Paid up share capital of the Company. On March 31, 2025, the Issued, Subscribed and Paid up share capital of the Company was Rs. 41,17,40,908/- (Rupees Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight only) divided into 41,17,40,908 (Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight) equity shares of Re. 1/- (Rupee One only) each.

9. LISTING AT STOCK EXCHANGE

During the year under review, the Company has applied

and got voluntarily delisted it''s securities from the Metropolitan Stock Exchange of India Limited ("MSEI"). The Equity Shares of the Company got suspended from MSEI for trading w.e.f April 01, 2025 and delisted from the Capital Market Segment of the Exchange w.e.f April 08, 2025.

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

i) BSE Scrip Code: 540073

ii) NSE Scrip Symbol: BLS

The annual listing fees for the current year (i.e., F.Y. 20252026) have been paid to the Stock Exchanges.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

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

Form AOC - 1 is annexed herewith as "Annexure - I".

Pursuant to the provisions of Section 136 of the Companies Act, 2013, Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and its Subsidiaries are available on the website of the Company at (www. blsinternational.com ). These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company at [email protected]

The details of Subsidiaries and Step-Down subsidiaries which are consolidated as on March 31,2025 are mentioned in the note 31 of the Consolidated Financial Statements of the Company.

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

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

Sl. No.	Name of the Company	Investment/ Disinvestment	% of Shareholding subscribed/ Disinvested
1	SLW Media Private Limited*	Investment	51%
2	BLS International Peru SAC**	Investment	99.93%
3	BLS International S.A.S, Columbia**	Investment	100%
4	Balozi Liaison Services, Egypt**	Investment	99%
5	1BLS International Holding Anonim §irketi, Turkey**	Investment	100%
6	iData Danismanlik Ve Hizmet Dis Tic. A.S. (iDATA)**	Investment	100%
7	BLS Solutions Pvt. Ltd., Bangladesh**	Investment	99%
8	Citizenship Invest DMCC, UAE**	Investment	100%
9	BLS United Ventures S DE RL DE CV, Mexico**	Investment	99%
10	BLS UK Hotels Limited**	Investment	51%
11	BLS International Jordan**	Investment	100%
12	Aadifidelis Solutions Private Limited***	Investment	57%
13	Privredno Drustvao Za Usluge Konsultovanja Pri Dobijanju Viza Visametric Doo Beograd (Visametric D.O.O)****	Investment	100%

Sl. No. Name of the Company	Investment/ Disinvestment	% of Shareholding subscribed/ Disinvested
14 Visametric Albania SHPK”	Investment	100%
1 BLS International Holding Anonim Sirketi., Turkey (Incorporated on June 26, 2024 and reverse merge with iData Danismanlik Ve Hizmet Dis Tic. A.S., Turkey, w.e.f. January 9, 2025) * acquired by BLS International Services Limited (the Company) ** acquired by BLS International FZE (Wholly Owned Subsidiary of the Company) *** acquired by BLS E-Services Limited (subsidiary of the Company)
““acquired by Visametric Vize Hizmetleri ve Danigmanlik Dig Ticaret Anonim §irketi (step down subsidiary of the Company)

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

14. AUDITORS

a) Statutory Auditors

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

Further, there are no qualifications or adverse comments in the Auditor''s Report for the Financial Year 2024-2025, seeking explanations or comments from the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and applicable Rules made thereunder, the Board of Directors of the Company at their meeting held on May 14, 2024 had appointed M/s. P. K. Mishra & Associates, Company Secretaries in practice, Firm''s Registration No. S2016DE382600 as Secretarial Auditors to conduct the Secretarial Audit of the Company for Financial Year 2024-25.

The Secretarial Audit report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company in Form MR-3 is annexed as Annexure - II. The Secretarial Audit Report for the financial year ended March 31, 2025, is self- explanatory and does not contain any qualifications, reservations, adverse remark or disclaimer.

Pursuant to SEBI circular vide no. CIR/CFD/ CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company with the Stock Exchanges, where the equity shares of the Company are listed.

Further, Pursuant to Regulation 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of BLS E-Services Limited, Material subsidiary and M/s AVS & Associates, Secretarial Auditors of Zero Mass Private Limited and Aadifidelis Solutions Private Limited, Material Step down subsidiaries of the Company incorporated in India are forming part

of this Directors'' Report for the financial year ended March 31, 2025 are given in Annexure - III.

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations 2015 and Section 204 of the Companies Act, 2013, the Board has approved the appointment of M/s. P.K. Mishra & Associates, Company Secretaries in practice, a peer reviewed firm of Company Secretaries in Practice, having Firm''s Registration No. S2016DE382600 as a Secretarial Auditors of the Company for a first tenure of five consecutive years, commencing from FY 2025-26 to FY 2029-2030, subject to approval of the Shareholders of the Company at the ensuing 41st AGM of the Company.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on May 11, 2023, has re-appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for period of 2 years i.e. for the financial year 2023-24 and 2024-25. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon have been presented to the Audit Committee of the Board, from time to time.

Pursuant to the provisions of section 138 of the Companies Act, 2013, the Board has approved the appointment of M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for the financial year 2025-26.

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

The details of Loan, Investments and Guarantees covered

under the provisions of Section 186 of the Act have been

disclosed in Note 28 to the Financials Statements forming part of Annual Report.

16. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92(3) of the Companies Act, 2013 (''the Act''), the Annual Return of the Company as on March 31, 2025 in Form MGT-7 is available on the website of the Company at https:// www.blsinternational.com/assets/pdf/shareholder-general-meetings/annual-general-meeting/41st/Annual-Return(MGT-7)-fy2024-25.pdf

17. AWARD & RECOGNITION

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

18. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Accounts for the financial year ended March 31, 2025 on a ''going concern basis'';

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

(f) the Directors have devised proper system to ensure

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

19. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

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

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Nikhil Gupta (DIN: 00195694), Managing Director of the Company, being longest in office is liable to retire by rotation at ensuing 41st Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

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

Re-appointment

A. Mr. Shikhar Aggarwal, Joint Managing Director

During the year under review, pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 14, 2024 has reappointed Mr. Shikhar Aggarwal (DIN: 06975729), Joint Managing Director of the Company with effect from June 17, 2024, subject to approval of the shareholders of the Company vide special resolution. The shareholders of the Company at their 40th Annual General Meeting held on September 12, 2024 approved his re-appointment with requisite majority.

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

B. Mr. Nikhil Gupta, Managing Director

Pursuant to the recommendation of the Nomination

and Remuneration Committee, the Board of Directors of the Company, at its meeting held on August 5, 2025, appointed Mr. Nikhil Gupta (DIN: 00195694) as Managing Director, of the Company, for a term of three (3) consecutive years with effect from February 01, 2026, whose office shall be liable to retire by rotation at such remuneration decided by the Board, subject to the approval of the shareholders in ensuing Annual General Meeting.

Appointment

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

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

B. Mr. Diwakar Aggarwal, Chairman - Executive Director

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on August 5, 2025, appointed Mr. Diwakar Aggarwal (DIN: 00144645) as Chairman - Executive Director, designated as a Key Managerial Personnel (KMP) of the Company, for a term of three (3) consecutive years with effect from August 5, 2025, whose office shall beliable to retire by rotation, at such remuneration decide by the Board subject to the approval of the shareholders in ensuing Annual General Meeting.

Change in Designation

Mr. Karan Aggarwal, Non-Executive Director

Pursuant to the recommendation of Nomination and Remuneration Committee and Audit Committee,

the Board of Directors of the Company at their meeting held on May 15, 2025 has approved change in designation of Mr. Karan Aggarwal (DIN:02030873) from Executive Director (KMP) of the Company to Non-Executive Non-Independent Director (Non-KMP) of the Company, liable to retire by rotation, with effect from May 15, 2025 and the change in nature of remuneration payable to Mr. Karan Aggarwal from salary to by way of commission of as decided by Board. Subsequently, the members of the Company, through Postal Ballot on June 26, 2025, approved his change in terms of appointment w.e.f. May 15, 2025.

Retirement/ Cessation

Ms. Shivani Mishra, Independent Director

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

ii. Declaration by Independent Directors

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect their status as an independent director, is required to provide a declaration that he/ she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill and meet the criteria of independence as provided under the Companies Act, 2013 and

Rules made thereunder, read with the SEBI (LODR) Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/ competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

All Independent Directors have registered their name in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA"). Further, in terms of Section 150 of the Act, read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency self-assessment test conducted by the IICA pursuant to Companies Act and rules made thereunder.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s website at https://www.blsinternational.com/bls-policies

iii. Familiarization Programme for the Board of Directors

The Company believes in the policy of transparency by sharing regular updates with the Independent Directors. The Company makes presentations to the directors in their meetings held on regular intervals to keep them abreast of Company''s strategy, operations, product and service offering, market, organization structure, finance, human resources, technology, quality, facilities, risk management and insider trading laws. The Independent Directors have been provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company, its operations, business, industry, environment in which it functions,

procedures and practices.

Details of familiarization programme of Independent Directors can be accessed on the weblink viz. www. blsinternational.com/bls-policies

21. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 5 (Five) times during the financial year 2024-25. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

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

1) Audit Committee,

2) Nomination & Remuneration Committee,

3) Stakeholders Relationship Committee,

4) Corporate Social Responsibility Committee,

5) Risk Management Committee,

6) Business and Finance Committee.

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

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

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

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration is annexed herewith as "Annexure- IV" to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of

employees are provided in the prescribed format and appended as "Annexure IV" to this report.

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

• Mr. Shikhar Aggarwal, Joint Managing Director of the Company drew remuneration of Rs. 160.75 Lakhs from BLS International UAE LLC.

• Mr. Nikhil Gupta, Managing Director of the Company drew remuneration of Rs. 32.80 Lakhs from iData Danigmanlik Ve Hizmet Dig Ticaret Anonim §irketi (iDATA).

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

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

The criteria for performance of evaluation cover the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

The Board of Directors also evaluated the functioning/ performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and CSR Committee. Further the Board expressed satisfaction with their functioning/performance of the Committees, Individual Directors.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 11, 2025 without presence of Executive officers of the Company.

The Independent Directors at it''s meeting, inter alia, reviewed the following:-

• Performance of Non- Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

24. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

Whistle Blower Policy/Vigil Mechanism:

In compliance with requirement of Companies Act, 2013 and SEBI Listing Regulations, the Company has established Whistle Blower Policy / Vigil Mechanism Policy which has been disseminated to all the Directors, Officers, Employees of the Company and they are free to raise concerns regarding any discrimination, harassment, victimization, fraud or any other unfair practice being adopted against them. The policy is made to ensure that complaints, if any, are resolved quickly in formal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at www.blsinternational. com/bls-policies

25. RISK MANAGEMENT

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

covered in Management Discussion & Analysis Report, which forms part of Annual Report.

26. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BLS as an organization is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/or harassment in any form. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The same is placed on the website of the Company. (http://www.blsinternational. com ).

The Company has also constituted an Internal Complaints Committee (ICC) of the Company to consider and resolve all sexual harassment complaints reported by women. The Committee also includes external members with relevant experience. More than half of the total members of ICC are women pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Particulars	Number
Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the year	NIL
Number of cases pending as on the end of the financial year	NIL
Number of cases pending for a period exceeding 90 days	NA

27. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

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

28. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, as amended from time to time, the Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis / criteria for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management etc. The Policy also provides criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidate.

The salient features of Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The above policy has been placed on the website of the Company. www.blsinternational.com/bls-policies

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated CSR policy in terms of provision of Section 135(4) of the Companies Act, 2013 read with Rule 6 of Companies (Corporate Social Responsibility Policy) Rules, 2014 to undertake CSR activities as specified in Schedule VII of the Act.

The Company promotes skill development and education among women, in alignment with best practices. To achieve this objective, the Company has partnered Sansthanam Abhay Daanam, an NGO, as implementing partner. Sansthanam Abhay Daanam was responsible

for implementing the Company''s Women Empowerment Initiatives, which focuses on increasing awareness among women''s and children''s regarding education, Sewing, weaving, tailoring, handloom, etc. through various trainings and programs.

During the year under review, the Company has spent Rs. 65,00,000/- (Rupees Sixty-Five Lakhs only) on CSR activity through project implementation partner i.e. Sansthanam Abhay Daanam.

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2025, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure- V to this report.

The CSR Policy has been placed on the website of the Company. www.blsinternational.com/bls-policies

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the Financial Year ended on March 31, 2025, were on arm''s length basis and in the ordinary course of business under Section 188 of Companies Act, 2013. As per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval. Further, omnibus prior approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out

in Note 32 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Company''s website. www.blsinternational.com/bls-policies

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

32. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

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

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

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

Sl. No Particulars	Year ended March 31, 2025 (Rs. in Lakhs)
1. Foreign Exchange Earned	9,360.57
2. Foreign Exchange Used	62.64
34. DETAILS IN RESPECT OF FRAUD REPORTED BY	36. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AUDITORS:	AFFECTING THE FINANCIAL POSITION OF THE
Pursuant to provisions of Section 143 (12) of the	COMPANY:
Companies Act, 2013 there were no frauds reported by the	Not Applicable
Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3)	37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC, 2016
(ca) of the Companies Act, 2013.	No application has been made under the Insolvency and
35. MAINTENANCE OF COST RECORDS:	Bankruptcy Code; hence the requirement to disclose the
The provisions mandating maintenance of Cost Records and appointment of Cost Auditor for conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.	details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

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

Not applicable.

39. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations read with Schedule V to SEBI Listing Regulations, the Corporate Governance Report of your Company along with a Certificate on Corporate Governance received from M/s. P. K. Mishra & Associates, Company Secretaries in practice, confirming compliance with the conditions of corporate governance, is enclosed as separate section of Corporate Governance report in this Annual Report.

40. EMPLOYEES STOCK OPTION SCHEME

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

As on March 31, 2025, the BLS International Employees Welfare Trust held 1,66,848 equity shares of the Company. The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31, 2025, is available on the website of the Company at https://www.blsinternational. com/assets/pdf/shareholder-general-meetings/annual-general-meeting/41st/ESOP-Disclosure-fy2024-25. pdf The Company has received a certificate from the Secretarial Auditors that the schemes has been

implemented in accordance with SEBI SBEB Regulations. The certificate shall be available for inspection by the members at their request.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The top one check thousand listed entities based on market capitalization, is required to annex the Business Responsibility and Sustainability Report ("BRSR") in their Annual Report for the financial year 2024-25 containing disclosures on the environmental, social and governance principles, in the format as may be specified by the Board from time to time.

As mandated by the Securities and Exchange Board of India (''SEBI''), the Business Responsibility and Sustainability Report (''BRSR'') of the Company forms part of the Annual Report is annexed as Annexure -VI.

42. Disclosure under section 43(a)(ii) of the

Companies Act, 2013

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

43. Disclosure under section 54(1)(d) of the

Companies Act, 2013

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

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

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

45. ACKNOWLEDGEMENT

Your Board acknowledges support and co-operation received from all its stakeholders including our shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuous improvement in all functions and areas, coupled with an efficient utilization of the Company''s resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation

received from all the employees, stakeholders, viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates.

---

Mar 31, 2024

Your Directors take pleasure in presenting the Fortieth (40th) Annual Report on the business and operations of the Company for the financial year ended March 31, 2024. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS (Amount In Rs. Lakhs)

Particulars	Consolidated Standalone
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	1,67,681.40	1,51,618.88	11,864.22	8,682.47
Other Income	3,994.88	2,125.00	3,546.26	3,718.20
Total Revenue	1,71,676.28	1,53,743.88	15,410.48	12,400.67
Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional item (EBIDTA*)	38,560.67	24,225.03	4,800.88	4,932.24
Less: Interest cost	259.08	66.83	147.75	9.70
Depreciation	3,094.19	1,849.33	631.78	260.95
Exceptional Items	-	260.00	-	-
Profit before Tax & Minority Interest	35,207.40	22,048.87	4,021.35	4,661.59
Less: Tax	2,645.19	1,622.29	320.26	536.17
Profit after Tax	32,562.21	20,426.58	3,701.09	4,125.42
Total other Comprehensive Income	1,072.22	3,460.64	(5.19)	4.32
Total Comprehensive Income for the year	33,634.43	23,887.22	3,695.90	4,129.74

2. REVIEW OF OPERATIONS (FY 2023-24) Consolidated

During the year under review, total revenue increased by 11.66% y-o-y at Rs. 1,71,676.28 Lakhs as compared to Rs. 1,53,743.88 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA") was at Rs. 34,565.79 Lakhs, registering an increase of 56.41% y-o-y, as compared to Rs. 22,100.03 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at Rs. 32,562.21 Lakhs increased by 59.41% y-o-y, as compared to Rs. 20,426.58 Lakhs in the previous year.

Standalone

Total revenue increased by 24.27 % y-o-y at Rs. 15,410.48 Lakhs as compared to Rs. 12,400.67 Lakhs in the previous year. EBIDTA was at Rs. 1,254.62 Lakhs, registering an increase of 3.34 % y-o-y, as compared to Rs. 1,214.04 Lakhs in the previous year. PAT for the year stood at Rs. 3,701.09 Lakhs, decrease by 10.29% y-o-y, as compared to Rs. 4,125.42 Lakhs in the previous year.

3. STATE OF THE COMPANY''S AFFAIRS

BLS International Services Ltd. is a trusted global tech-enabled services partner for governments and citizens, having an impeccable reputation for setting benchmarks in the domain of visa, passport, consular, citizen, e-governance, attestation, biometric, e-visa, and retail services since 2005. The company has been named one of "India''s Most Valuable Companies" by Business Today Magazine, one of the "Best under a Billion companies" by Forbes Asia, and one of "Fortune India''s Next 500 companies."

The company collaborates with more than 46 client governments, including Diplomatic Missions, Embassies, and Consulates, as well as employs technology and processes that ensure data security. The company now has a worldwide presence providing consular, biometrics, and citizen services.

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

During the financial year under review, the Company has given strong financial performance, considering the performance of the company, the Board declared an

interim dividend of 50% (Rs. 0.50/- per equity share) on February 12, 2024.

Based on the Company''s performance, further, your Directors are pleased to recommend for approval of the members, a final dividend of 50% (Rs. 0.50/- per equity share) for the Financial Year ended March 31, 2024. The Final Dividend shall be payable post Shareholders'' approval at the 40th Annual General Meeting.

Particulars of Dividend	Per value (in Rs.)	Final dividend declared (as % par Value)	Final Dividend amount (in Rs.)	Beneficial name at the end of business hours on
Final Dividend	Rs. 0.50	50%	Rs. 20,58,70,454	September 05, 2024

The dividend, if approved, by members in the 40th Annual General Meeting (AGM) shall be paid to the eligible members of the Company within 30 days from the date of the 40th AGM.

6. DIVIDEND DISTRIBUTION POLICY

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

The Policy available on our website is accessible by clicking on the following link: https://www.blsinternational. com/assets/pdfs/Dividend-Distribution-Policy.pdf

7. TRANSFER TO RESERVES Consolidated

The closing balance of consolidated retained earnings of the Company for FY 2024, after all appropriation and adjustments was Rs. 75,819.88 Lakhs.

Standalone

The closing balance of retained earnings of the Company for FY 2024, after all appropriation and adjustments was Rs. 3,971.88 Lakhs.

8. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review, there was no change in the Authorized Share Capital of the Company. On March 31, 2024, the Authorized share capital of the Company was Rs. 50,00,00,000/-(Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crore) equity shares of Re. 1/- (Rupee One only) each.

B. Paid up Share Capital

During the financial year under review, the Issued, Subscribed and Paid up share capital of the Company

is increased from Rs. 41,08,20,000/- (Rupees Forty One Crores Eight Lakhs Twenty Thousand only) divided into 41,08,20,000 (Forty One Crores Eight Lakhs Twenty Thousand) equity shares of Re. 1 /- (Rupee One only) each to Rs. 41,17,40,908/- (Rupees Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight only) divided into 41,17,40,908 (Forty One Crores Seventeen Lakhs Forty Thousand Nine Hundred and Eight) equity shares of Re. 1/- (Rupee One only) each.

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

The Nomination and Remuneration Committee of the Company in its meeting held on August 09, 2023 has approved the allotment of 9,20,908 (Nine Lakh Twenty Thousand Nine Hundred Eight) Equity shares to the BLS International Employees Welfare Trust under BLS International Employee Stock Option Scheme- 2020, which led to increase in paid up share capital of the Company from Rs. 41,08,20,000/- (Rupees Forty One Crore Eight Lakhs Twenty Thousand only) divided into 41,08,20,000 Equity shares of Re. 1/- (Rupee One only) each to Rs. 41,17,40,908 (Rupees Forty One Crore Seventeen Lakhs Forty Thousand Nine Hundred Eight) divided into 41,17,40,908 (Forty One Crore Seventeen Lakhs Forty Thousand Nine Hundred Eight) Equity shares of Re. 1/- (Rupee One only) each.

9. LISTING AT STOCK EXCHANGE

The shares of the company are listed on the National

Stock Exchange of India Limited (NSE), BSE Limited (BSE)

and the Metropolitan Stock Exchange of India Limited

(MSE) and traded on the said Exchanges under the scrip code/symbol as given below:

i) BSE Scrip Code: 540073

ii) NSE Scrip Symbol: BLS

iii) MSE Scrip Symbol: BLS

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

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The consolidated financial statements of the Company & its subsidiaries which form part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed Format AOC - 1 is annexed herewith as "Annexure - I".

Pursuant to the provisions of Section 136 of the Companies Act, 2013, Audited Financial Statements,

including Consolidated Financial Statements and related information of the Company and its Subsidiaries are available on the website of the Company at (www. blsinternational.com). These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company.

The details of Subsidiaries and Step-Down subsidiaries which are consolidated as on March 31st, 2024 are mentioned in the note 33 of the Consolidated Financial Statements of the Company.

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

During the financial year under review, BLS International FZE, a wholly owned subsidiary of the Company has invested/ disinvested in equity shares of the following companies:

Sl. No	Name of the Company	Investment/ Disinvestment	% of Shareholding subscribed/ Disinvested
1	BLS Services Worldwide Limited ("BLS Nigeria")	Investment	100%
2	BLS International Travel & Tourism ("BLS Saudi Arabia")	Investment	100%
3	BLS International USA Inc.	Investment	100%
4	BLS International Services Norway AS	Disinvestment	100%
5	BLS E-Services (Bangladesh) Limited	Disinvestment	100%
6	BLS International Visa Services Austria KG	Disinvestment	100%
7	BLS International Visa Services Baltics Lithuania	Disinvestment	100%
8	BLS International Visa Services Poland S P Z.O.O	Disinvestment	100%

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

14. AUDITORS

a) Statutory Auditors

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

There are no qualifications or adverse comments in the Auditor''s Report for the Financial Year 2023-24, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

b) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company at their meeting held on November 06, 2023 has appointed M/s. P. K. Mishra & Associates, Company Secretaries in practice, Firm''s Registration No. S2016DE382600 as Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company in Form MR-3 is annexed as Annexure -II. The Secretarial Audit Report for the financial year ended 31st March, 2024 is self- explanatory and does not contain any qualifications, reservations, adverse remark or disclaimer.

Pursuant to SEBI circular vide no. CIR/CFD/ CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of the Company with the Stock Exchanges, where shares of the Company are listed.

Pursuant to Regulation 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Secretarial Auditors of BLS E-Services Limited, Material subsidiary and M/s AVS & Associates, Secretarial Auditors of Zero Mass Private Limited, Material Step down subsidiary of the Company incorporated in India is forming part of this Directors'' Report for the financial year ended March 31, 2024 are given in Annexure - III.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on May 11, 2023, has re-appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit

of the Company for a period of two years i.e. for the financial year 2023-24 and 2024-25. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon have been presented to the Audit Committee of the Board, from time to time.

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

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Note 28 of the Financials Statements forming part of Annual Report.

16. ANNUAL RETURN

In compliance of section 134(3)(a) and 92(3) of the Companies Act, 2013 (’the Act''), the Annual Return of the Company as on March 31, 2024 in Form MGT-7 is available on the website of the Company at https://www. blsinternational.com/shareholder-general-meeting.php

17. AWARD & RECOGNITION

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

18. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Accounts for the financial year ended 31st March, 2024 on a ''going concern basis'';

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

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

19. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Diwakar Aggarwal (DIN: 00144645), Chairman of the Company, being longest in the office is liable to retire by rotation at ensuing 40th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

i. Inductions, Re-appointments, Retirements & Resignations • Appointment

Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 11, 2023 has appointed Mr. Atul Seksaria (DIN: 00028099) as an Additional Director in the category of Independent Director with effect from May 11, 2023, subject to approval of the shareholders of the Company. Subsequently, the members of the Company, through Postal Ballot, approved his candidature for the office of Independent Director of the Company for a term of 5 (Five) consecutive years i.e. from May 11, 2023 upto May 10, 2028.

Re-appointment

Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 14,

2024 has re-appointed Mr. Shikhar Aggarwal (DIN: 06975729), Joint Managing Director of the Company with effect from June 17, 2024, subject to approval of the shareholders of the Company.

Brief profile of the Directors proposed to be reappointed as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II on General meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice of 40th AGM.

Retirement/ Cessation

Mr. Ram Prakash Bajpai (DIN: 07198693), Independent Director has completed his second tenure of 3 years on June 09, 2023. Hence, Mr. Ram Prakash Bajpai ceased to be an Independent Director of the Company w.e.f June 09, 2023. Consequent to his cessation as director on the Board of the Company, his Chairmanship and Membership in various committees of the Company has been ceased to exist.

ii. Declaration by Independent Directors

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he/ she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill and meet the criteria of independence as provided under the Companies Act, Rules made thereunder, read with the SEBI (LODR) Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence

possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

All Independent Directors have registered their name in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA") pursuant to Companies Act and rules made thereunder.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s website at https://www.blsinternational.com/bls-policies.php

iii. Familiarization Programme for the Board of Directors

The Company believes in the policy of transparency by sharing regular updates with the Independent Directors. The Company makes presentations to the directors in their meetings held on regular intervals to keep them abreast of Company''s strategy, operations, product and service offering, market, organization structure, finance, human resources, technology, quality, facilities, risk management and insider trading laws. The Independent Directors have been provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company, its operations, business, industry, environment in which it functions, procedures and practices.

Details of familiarization programmes of Independent Directors can be accessed on the weblink viz. https://www.blsinternational.com/assets/ pdfs/Familiarisation-Programme-for-Independent-Directors.pdf

21. BOARD & COMMITTEE MEETINGS a) Board Meetings:

The Board met 4 (Four) times during the financial year 2023-2024. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

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

1) Audit Committee

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee,

4) Corporate Social Responsibility Committee (CSR),

5) Risk Management Committee and

6) Business and Finance Committee.

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

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

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

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration is annexed herewith as "Annexure- IV" to this Report.

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

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

The criteria for performance of evaluation cover the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

The Board of Directors also evaluated the functioning/ performance of Audit Committee, Stakeholders

Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and CSR Committee. Further the Board expressed satisfaction with their functioning/performance of the Committees, Individual Directors.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 12, 2024 without presence of Executive officers of the Company.

The Independent Directors at it''s meeting, inter alia, reviewed the following:-

Performance of Non- Independent Directors and Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

24. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES Whistle Blower Policy/Vigil Mechanism

In compliance with requirement of Companies Act, 2013 and SEBI Listing Regulations, the Company has established Whistle Blower Policy / Vigil Mechanism Policy which has been disseminated to all the Directors, Officers, Employees of the Company and they are free to raise concerns regarding any discrimination, harassment, victimization, fraud or any other unfair practice being adopted against them. The policy is made to ensure that complaints, if any, are resolved quickly in formal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at https://www.blsinternational.com/assets/ pdfs/Vigil-&-Whistle-Blower-Mechanism.pdf

25. RISK MANAGEMENT

The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue, regulations. Appropriate

measures has been taken, wherever required, to mitigate such risks beforehand. The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis Report, which forms part of Annual Report.

26. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BLS as an organization is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/or harassment in any form. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The same is placed on the website of the Company. (http://www.blsinternational. com).

The Company has also constituted an Internal Complaints Committee (ICC) of the Company to consider and resolve all sexual harassment complaints reported by women. The Committee also includes external members with relevant experience. Half of the total members of ICC are women pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Number of cases pending as on the beginning of	NIL
the financial year
Number of complaints filed during the year	NIL
Number of cases pending as on the end of the	NIL
financial year

27. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, as amended from time to time, the Board of Directors has framed a Nomination and Remuneration Policy which

lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidate.

The salient features of Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The above policy has been placed on the website of the Company at https://www.blsinternational.com/ assets/pdfs/NOMINATION-AND-REMUNERATION-POLICY.pdf

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated CSR policy in terms of provision of Section 135(4) of the Companies Act 2013 read with Rule 6 of Companies (Corporate Social Responsibility Policy) Rules, 2014 to undertake CSR activities as specified in Schedule VII of the Act.

The Company promotes financial literacy education among women and align with best practices for financial inclusion. To achieve this objective the Company partnered Sansthanam Abhay Daanam an NGO, as implementing partner. Sansthanam Abhay Daanam was responsible for implementing the Company''s Women Empowerment initiatives, which focuses on increasing awareness among womens and childrens regarding education, sewing, weaving, tailoring, handloom, etc. through various trainings and initiatives..

During the year under review, the Company has spent Rs. 55,00,000/- (Rupees Fifty Five Lakhs only) on CSR activity through project implementation partner i.e. Sansthanam Abhay Daanam.

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure- V to this report.

The CSR Policy has been placed on the website of the Company at https://www.blsinternational.com/assets/ pdfs/Final-CSR-Policy.pdf

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. ended on March 31^st 2024, were on arm''s length basis and in the ordinary course of business under Section 188 of Companies Act 2013. As per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval. Further, omnibus prior approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 32 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Company''s website at (https://www.blsinternational.com/assets/ pdfs/Final-RPT_Policy_of_BLS.pdf)

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee.

31. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

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

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

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

Sl.	Particulars	Year ended March
No		31st 2024 (in Lakhs)
1.	Foreign Exchange Earned	8,196.37
2.	Foreign Exchange Used	Nil

33. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3) (ca) of the Companies Act, 2013.

34. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain the cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

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

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

During the year under review, BLS E-Services Limited

(Material subsidiary of the Company) debuted on Stock Exchanges and its equity shares got listed on BSE Limited and National Stock Exchange of India Limited on February 06, 2024. Total size was approx. Rs. 310 crores.

Further, the shareholding of the Company in BLS E-Services Limited has been reduced from 100% to 50.92% of total paid up share capital of the BLS E-Services Limited.

b. iData Dani§manlik Ve Hizmet Di§ Ticaret Anonim §irketi

The acquisition of 100% stake in iData Dani$manlik Ve Hizmet Di§ Ticaret Anonim $irketi (iData) and its wholly owned subsidiaries, has been successfully completed through BLS International FZE (WoS of BLS) and BLS International Holding Anonim $irketi (WoS of BLS International FZE) on July 09, 2024 for an overall consideration of Rs. 720 Crores, funded through internal accruals and debt.

After the said acquisition, iData becomes the step down subsidiary of the Company.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDRE IBC, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

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

Not applicable.

38. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations read with Schedule V to SEBI Listing Regulations, the Corporate Governance Report of your Company along with a Certificate on Corporate Governance received from M/s. P. K. Mishra & Associates, Company Secretaries in practice, confirming compliance with the conditions of corporate governance, is enclosed as separate section of Corporate Governance report in this Annual Report.

39. Employees Stock Option Scheme

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

As on March 31, 2024, the BLS International Employees Welfare Trust held 4,04,168 equity shares of the Company. The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31, 2024 is available on the website of the Company at https://www.blsinternational. com/shareholder-general-meeting.php. The Company has received a certificate from the Secretarial Auditors that the schemes has been implemented in accordance with SEBI SBEB Regulations. The certificate would be placed at the 40th Annual General Meeting for inspection by the members.

40. BUSINESSRESPONSIBILITYANDSUSTAINABILITY REPORT

The top one thousand listed entities based on market capitalization, is required to annex the Business Responsibility and Sustainability Report ("BRSR") in their Annual Report for the financial year 2023-24 containing disclosures on the environmental, social and governance principles, in the format as may be specified by the Board from time to time.

As mandated by the Securities and Exchange Board of India (''SEBI''), the Business Responsibility and Sustainability Report (''BRSR'') of the Company forms part of the Annual Report is annexed as Annexure VI.

41. ACKNOWLEDGEMENT

Your Board acknowledges support and co-operation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuous improvement in all functions and areas, coupled with an efficient utilization of the Company''s resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders, viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates..

For and on behalf of the Board BLS International Services Limited

Sd/- Sd/-

Nikhil Gupta Shikhar Aggarwal

Managing Director Joint Managing Director

DIN:00195694 DIN:06975729

Date: August 05, 2024 Place: New Delhi

---

Mar 31, 2023

Your Directors take pleasure in presenting the Thirty Ninth (39th) Annual Report on the business and operations of the Company for the financial year ended March 31,2023. This report is being presented along with the audited financial statements for the year.

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

2. REVIEW OF OPERATIONS (FY 2022 - 23) Consolidated

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

Standalone

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

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

3. STATE OF THE COMPANY''S AFFAIRS

BLS International Services Ltd. is a trusted global tech-enabled services partner for governments and citizens, having an impeccable reputation for setting benchmarks in the domain of visa, passport, consular, citizen, e-governance, attestation, biometric, e-visa, and retail services since 2005. The company has been named one of "India''s Most Valuable Companies" by Business Today Magazine, one of the "Best under a Billion'' companies" by Forbes Asia, and one of "Fortune India''s Next 500 companies."

The company collaborates with more than 46 client governments, including Diplomatic Missions, Embassies, and Consulates, as well as employs technology and processes that ensure data security. The company now

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

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

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

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

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

Particulars of Dividend	Per value (in C)	Final dividend declared (as % par Value)	Final Dividend amount (in C)	Beneficial name at the end of business hours on
Final Dividend	C0.25	25%	C10,29,35,227	September 14, 2023
The dividend, if approved, by members of in the 39th annual general meeting (AGM) shall be paid to the eligible members of the Company within 30 days from the date of the 39th AGM.

6. Dividend Distribution Policy

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

The Policy available on our website is accessible by clicking on the following link: https://www.blsinternational.com/ assets/pdfs/Dividend-Distribution-Policy.pdf

7. TRANSFER TO RESERVES:

Consolidated

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

Standalone

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

8. SHARE CAPITAL

A. Authorised Share Capital

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

B. Paid up Share Capital

The Issued, Subscribed and paid up share capital of the Company is increased from C10,24,50,000/- (Rupees Ten Crores Twenty Four Lakhs Fifty Thousand only) divided into 10,24,50,000 equity shares of C1/-(Rupees One only) each to C41,08,20,000/- (Rupees Forty One Crores Eight Lakhs Twenty Thousand only) divided into 41,08,20,000 (Forty One Crores Eight Lakhs Twenty Thousand) equity shares of C.1/-(Rupees One only) each.

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

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

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

2. Further, on September 08, 2022 the Company has allotted 5,10,000 (Five Lakh Ten Thousand) Equity shares to the BLS International Employees Welfare Trust under BLS International Employee Stock Option Scheme- 2020, which led to increase in paid up share capital of the Company from C20,49,00,000/- (Rupees Twenty Crores Forty Nine Lakhs only) divided into 20,49,00,000 (Twenty Crores Forty Nine Lakhs) Equity shares of C1/- (Rupee One only) each to C20,54,10,000/-(Rupees Twenty Crores Fifty Four Lakhs Ten Thousand only) divided into 20,54,10,000 (Twenty Crores Fifty Four Lakh Ten Thousand) Equity Shares of C1/- (Rupee One only) each.

3. Further, the Board of Directors in it’s meeting held on November 07, 2022 and subsequently Shareholders of the Company in their Extraordinary General meeting held on December 02, 2022 approved increase in Authorized Share Capital of the Company from C25,00,00,000/-(Rupee Twenty Five Crores only) divided into

25.00. 00.000 (Twenty Five Crores) Equity Shares of C1/- (Rupee One only) each to C50,00,00,000/-(Rupees Fifty Crores only) divided into

50.00. 00.000 (Fifty Crores) Equity Shares of C1/-(Rupee One only) each by creation of additional

25.00. 00.000 (Twenty Five Crores) equity shares of C1/- (Rupee One only) and this Bonus issue which led to increase in paid up share capital of the Company from C20,54,10,000/- (Rupees Twenty Crores Fifty Four Lakhs Ten Thousand only) divided into 20,54,10,000 Equity Shares of C1/- (Rupee One only) each to C41,08,20,000/-(Rupees Forty One Crore Eight Lakhs Twenty Thousand only) divided into 41,08,20,000 Equity shares of C1/- (Rupee One only) each.

9. ISSUE OF BONUS SHARES

As you are aware, that your Company has issued and

allotted the Bonus equity shares twice in the financial year

2022-2023. The details of both the events is as follows:

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

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

2. The Board of Directors in it’s meeting held on November 07, 2022, recommended the issue of bonus equity shares, in the proportion of 1:1, i.e. 1 (One) bonus equity share of C1/- each for every 1 (One) fully paid-up equity shares of C1/- each held by the Members of the Company. The said bonus issue was approved by the Members of the Company vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Company held on December 02, 2022. Subsequently, Business and Finance Committee of the Company at their meeting held on December 12, 2022 approved allotment of 20,54,10,000/- bonus equity shares to those beneficiaries whose name were appeared in the list of NSDL, CDSL and RTA on record date i.e. December 10, 2022.

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

10. LISTING AT STOCK EXCHANGE

The shares of the company are listed on the National

Stock Exchange of India Limited (NSE), BSE Limited (BSE) and the Metropolitan Stock Exchange of India Limited (MSE) and traded on the said Exchanges under the scrip code/symbol as given below:

i) BSE Scrip Code: 540073

ii) NSE Scrip Symbol: BLS

iii) MSE Scrip Symbol: BLS

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

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The consolidated financial statements of the Company & its subsidiaries which form part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed Format AOC - 1 is annexed herewith as "Annexure - I".

Pursuant to the provisions of Section 136 of the Companies Act, 2013, Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and its Subsidiaries are available on the website of the Company at (www. blsinternational.com). These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company.

The details of Subsidiaries and Step-Down subsidiaries which are consolidated as on March 31st, 2023 are mentioned in the note 42 of the Consolidated Financial Statements of the Company.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIS, JOINT VENTURES OR ASSOCIATE COMPANIESa. Zero Mass Private Limited

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

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

b. BLS Kendras Private Limited

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

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

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

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

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

d. Reired BLS International Services Private Limited

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

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

15. AUDITORS

a) Statutory Auditors

In terms of Section 139 of Companies Act, 2013, read with Companies (Audit and Auditors) Rules 2014, Members of the Company in Thirty Fourth Annual General Meeting held on September 19, 2018 approved appointment of M/s. S.S. Kothari Mehta & Co. Chartered Accountants, (FRN - 000756N), New Delhi, as Statutory Auditors of the Company for a period of consecutive 5 years to hold office upto the conclusion of 39th Annual General Meeting of the Company.

There are no qualifications or adverse comments in the Auditor’s Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

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

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

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

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

b) Secretarial Auditors:

In terms of Section 204 of Companies Act, 2013 and

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

The Secretarial Audit report issued by M/s. D.K. Chawla & Co., Secretarial Auditors of the Company in Form MR-3 is annexed as Annexure - II. The Secretarial Audit Report for the financial year ended 31st March 2023 is self- explanatory and does not contain any qualifications, reservations, adverse remark or disclaimer.

Pursuant to SEBI circular vide no. CIR/CFD/ CMD/1 /27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. D.K. Chawla & Co., Practicing Company Secretaries, with the stock exchanges, where shares of the Company are listed.

Pursuant to Regulations 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued by M/s AVS & Associates, Secretarial Auditors of BLS E-Services Limited (erstwhile BLS E-Services Private Limited), Material subsidiary and Zero Mass Private Limited, Material Step down subsidiary of the Company incorporated in India is forming part of this Directors’ Report for the financial year ended March 31,2023 is given in Annexure - III.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on May 07, 2022, has re-appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for the Financial Year 20222023. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with

operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon have been presented to the Audit Committee of the Board, from time to time.

Further, the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on May 11, 2023, has re-appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for a period of 2 years i.e. for the financial year 2023-24 and 2024-25.

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

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

17. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92(3) of the Companies Act, 2013 (''the Act’), the Annual Return of the Company as on March 31, 2023 in Form MGT-7 is available on the website of the Company at https://www. blsinternational.com/annual-report.php

18. AWARD & RECOGNITION

ET Global Indian Leaders 2022-23

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

About the Award:

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

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of

the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Accounts for the financial year ended 31st March, 2023 on a ''going concern basis’;

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

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

20. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Shikhar Aggarwal (DIN: 06975729), Joint Managing Director of the Company, being longest in the office is liable to retire by rotation at ensuing 39th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

i. Inductions, Re-appointments, Retirements & Resignations

• Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 11, 2023 has appointed Mr. Atul Seksaria (DIN: 00028099) as an Additional Director in the category of Independent Director with effect from May 11, 2023, subject to approval of the shareholders of the Company. Subsequently, the members of the Company, through Postal Ballot, approved his candidature for the office of Independent Director of the Company for a term of 5 (Five) consecutive years i.e. from May 1 1, 2023 upto May 10, 2028.

• Mr. Ram Prakash Bajpai (DIN: 07198693), Independent Director has completed his second tenure of 3 years on 09th June, 2023. So, Mr. Ram Prakash Bajpai ceased to be an Independent Director of the Company. Consequent to his cessation as director on the Board of the Company, his Chairmanship and Membership in various committees of the Company has been ceased to exist.

Brief profile of the Directors proposed to be appointed/ re-appointed as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II on General meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice of 39th AGM of the Company.

ii. Declaration by Independent Directors

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he/ she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations

and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill and meet the criteria of independence as provided under the Companies Act, Rules made thereunder, read with the SEBI (LODR) Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/ competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

All Independent Directors have registered their name in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA") pursuant to Companies Act and rules made thereunder.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company’s website at https://www.blsinternational.com/bls-policies.php

iii. Familiarization Programme for the Board of Directors

The Company believes in the policy of transparency by sharing regular updates with the Independent Directors. The Company makes presentations to the directors in their meetings held on regular intervals to keep them abreast of Company’s strategy, operations, product and service offering, market, organization structure, finance, human resources, technology, quality, facilities, risk management and insider trading laws. The Independent Directors have been provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company, its operations, business, industry, environment in which it functions, procedures and practices.

Details of familiarization programmes of Independent Directors can be accessed on the weblink viz. https://www.blsinternational.com/assets/pdfs/ Familiarisation-Programme-for-Independent-Directors.pdf

22. BOARD & COMMITTEE MEETINGSa) Board Meetings:

The Board met 6 (Six) times during the financial year 2022-2023. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 6 (Six) Committees viz: Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee (CSR), Risk Management Committee and Business and Finance Committee. Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, appearing as a separate section in the Annual Report.

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

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

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration is annexed herewith as "Annexure- IV" to this Report.

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

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

The criteria for performance of evaluation cover the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

The Board of Directors also evaluated the functioning/ performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and CSR Committee. Further the Board expressed satisfaction with their functioning/performance of the Committees, Individual Directors.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 06, 2023 without presence of Executive officers of the Company.

The Independent Directors at it''s meeting, inter alia, reviewed the following:-

• Performance of Non- Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

25. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES Whistle Blower Policy/Vigil Mechanism

In compliance with requirement of Companies Act, 2013 and SEBI Listing Regulations, the Company has established Whistle Blower Policy / Vigil Mechanism Policy which has been disseminated to all the Directors, Officers, Employees of the Company and they are free to raise concerns regarding any discrimination, harassment, victimization, fraud or any other unfair practice being adopted against them. The policy is made to ensure that complaints, if any, are resolved quickly in formal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at https://

www.blsinternational.com/assets/pdfs/Vigil-&-Whistle-

Blower-Mechanism.pdf

26. RISK MANAGEMENT

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

27. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BLS as an organization is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/or harassment in any form. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The same is placed on the website of the Company. (http://www. blsinternational.com).

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

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

Number of complaints filed during the year NIL

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

The Company has also constituted an Internal Complaints Committee (ICC) of the Company to consider and resolve all sexual harassment complaints reported by women. The Committee also includes external members with relevant experience. Half of the total members of ICC are women pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 9013

28. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, as amended from time to time, the Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidate.

The salient features of Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The above policy has been placed on the website of the Company at https://www.blsinternational.com/ assets/pdfs/NOMINATION-AND-REMUNERATION-POLICY.pdf

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated CSR policy in terms of provision of Section 135(4) of the Companies Act 2013 read with Rule 6 of Companies (Corporate Social Responsibility Policy) Rules, 2014 to undertake CSR activities as specified in Schedule VII of the Act.

The Company promotes financial literacy education among women and align with best practices for financial inclusion. To achieve this objective the Company partnered Sum Drishti Education Society, the Company’s project implementing partner. Sum Drishti Education Society is responsible for implementing the Company’s financial mentor’ project, which focuses on increasing financial literacy awareness among females under the women empowerment initiative.

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

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure- V to this report.

The CSR Policy has been placed on the website of the Company at https://www.blsinternational.com/assets/ pdfs/Final-CSR-Policy.pdf

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. ended on March 31st 2023 were on arm’s length basis and in the ordinary course of business under Section 188 of Companies Act 2013. As per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval. Further, omnibus prior approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 39 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Company’s website at (https://www.blsinternational.com/assets/ pdfs/Final-RPT_Policy_of_BLS.pdf)

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The Internal Auditors routinely conduct system check and audit and give their report after evaluation of the efficacy

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

32. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

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

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

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

Sl.	Particulars	Year ended March
No		31st 2023 (in Lakhs)
1.	Foreign Exchange Earned	6,531.81
2.	Foreign Exchange Used	Nil

34. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3) (ca) of the Companies Act, 2013.

35. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain the cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

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

a) Zero Mass Private Limited

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

b) BLS E- Services Limited (erstwhile BLS E-Services Private Limited)

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

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

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

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

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

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDRE IBC, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of

2016) during the year along with their status as at the end of the financial year is not applicable.

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

Not applicable.

39. CORPORATE GOVERNANCE REPOF T

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

40. Employee Stock Option Scheme

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

As on March 31, 2023, the BLS International Employees Welfare Trust held 2,21,260 equity shares of the Company. The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31, 2023 are available on the website of the Company at https://www. blsinternational.com/annual-report.php

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

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

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

41. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

The top one thousand listed entities based on market capitalization, is required to annex the Business Responsibility and Sustainability Report ("BRSR") in their Annual report for the financial year 2022-23 containing disclosures on the environmental, social and governance principles, in the format as may be specified by the Board from time to time.

As mandated by the Securities and Exchange Board of India (''SEBI’), the Business Responsibility and Sustainability Report (''BRSR’) of the Company forms part of the Annual Report is annexed as Annexure VI.

42. ACKNOWLEDGEMENT

Your Board acknowledges support and co-operation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuous improvement in all functions and areas, coupled with an efficient utilization of the Company’s resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates.

For and on behalf of the Board BLS International Services LimitedSd/- Sd/-

Nikhil Gupta Shikhar Aggarwal

Managing Director Joint Managing Director

DIN:00195694 DIN: 06975729

Date: August 09, 2023 Place: New Delhi

---

Mar 31, 2022

Your Directors take pleasure in presenting the Thirty Eighth (38^th) Annual Report on the business and operations of the Company for the financial year ended March 31, 2022. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS

(Amount in '' Lakhs)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	84988.97	47837.07	4026.66	2025.77
Other Income	1494.9	1866.38	1733.49	2990.48
Total Revenue	86483.87	49703.45	5760.15	5016.25
Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional item (EBIDTA)*	12187.51	5836.30	1939.27	2584.75
Less: Interest cost	66.58	54.28	9.01	14.30
Depreciation	725.09	945.50	189.03	191.14
Exceptional		-	-	-
Profit before Tax & Minority Interest	11,395.84	4836.52	1741.23	2379.31
Less: Tax	275.57	-196.66	129.73	298.42
Profit after Tax	11120.27	5033.18	1611.50	2080.89
Total other Comprehensive Income	1001.08	-915.92	3.49	97.55
Total Profit	12121.35	4117.27	1614.99	2178.44
*EBIDTA- is including other income

2. REVIEW OF OPERATIONS (FY 2021-22) Consolidated

During the year under review, total revenue increased by 74% y-o-y at '' 86,483.87 Lakhs as compared to '' 49,703.45 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Amortization and Exceptional Item ("EBIDTA*") was at '' 12,187.51 Lakhs, registering an increase of 109% y-o-y, as compared to '' 5,836.30 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at '' 11,120.27 Lakhs, increased by 121% y-o-y, as compared to '' 5,033.18 Lakhs in the previous year.

Standalone

Total revenue increased by 15% y-o-y at '' 5,760.15 Lakhs as compared to '' 5,016.25 Lakhs in the previous year. EBIDTA* was at '' 1,939.27 Lakhs, registering a decline of 25% y-o-y, as compared to '' 2584.75 Lakhs in the previous year. PAT for the year stood at '' 1,611.50 Lakhs, decline by 23% y-o-y, as compared to '' 2,080.89 Lakhs in the previous year.

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

The Covid-19 situation and consequent decline in travel and tourism globally has adversely affected the operations of the Company during the Financial Year 2021-22. With government re-opening the

borders and vaccination drives going on full swing globally, we expect the travel and tourism business to pick up in the current financial year resulting in positive impact in our operations.

We have undertaken various cost controlling measures to mitigate the adverse impact of Covid-19. We continue to monitor the situation closely to improve our financial position.

4. DIVIDEND

During the year under review the Company has given strong and financial performance, considering the performance of the company, the Board declared an interim dividend of 100% ('' 1/- per equity share) on February 02, 2022.

Based on the Company''s performance, further, your Directors are pleased to recommend for approval of the members, a final dividend of 25% ('' 0.25/- per equity share) for the financial Year ended March 31, 2022. The final Dividend shall be payable post Shareholders'' approval at the 38^th Annual General Meeting.

Particulars of Dividend	Per value (in '')	Final dividend declared (as % par Value)	Final Dividend amount (in '')	Beneficial name available at the end of working hours on
Final Dividend	0.25	25%	5,12,25,000 September 14, 2022

The dividend, if approved, by members of in the 38th annual general meeting (AGM) shall be paid to the eligible members of the Company within 30 days from the date of the 38^th AGM.

5. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board has formulated and adopted the Dividend Distribution Policy. The Policy is available on our website at https://www.blsinternational. com/bls-policies.php

6. TRANSFER TO RESERVES: Consolidated

The closing balance of consolidated retained earnings of the Company for FY 2022, after all appropriation and adjustments was '' 52,969.14 Lakhs.

Standalone

The closing balance of retained earnings of the Company for FY 2022, after all appropriation and adjustments was '' 4,856.76 Lakhs.

7. SHARE CAPITAL

During the year under review, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31st, 2022, Paid Up share capital stood at ''10,24,50,000/- divided into 10,24,50,000 equity shares of Re. 1/- each. Authorized share capital of the Company is '' 20,24,50,000/-divided into 20,24,50,000 equity shares of Re. 1/- each.

However, the Board of Director in their meeting held on April, 13, 2022 and subsequently Shareholder in Extra-ordinary General meeting held on May 09, 2022 approved increase the Authorized Share Capital of the Company from ?20,24,50,000/- (Rupees Twenty Crores Twenty four lakh and fifty thousand only) divided into

20.24.50.000 (Twenty Crores Twenty four lakh and fifty thousand) Equity Shares of ?1/- (Rupee One only) each to ?25,00,00,000/- (Rupee Twenty Five Crores only) divided into 25,00,00,000 (Twenty Five Crores) Equity Shares of ?1/-(Rupee One only) each by creation of additional

4.75.50.000 (Four Crores Seventy Five Lakhs and Fifty thousand only) equity shares of ?1/-(Rupee One only) and also approved the issue of bonus equity shares in the ratio of 1:1.

Further in addition to the approval of issue of bonus shares the Business and Finance committee in it''s meeting held on May 18, 2022 approved the allotment of equity bonus shares of

10.24.50.000 (Ten Crores Twenty Four Lakh Fifty Thousand only) equity shares which resulted in to increase in paid-up, issued and subscribed equity shares capital of the company from

10.24.50.000 equity shares to 20,49,00,000 equity shares face value of ?1/- per share

8. ISSUE OF BONUS SHARES

The Board of Directors at their meeting held on April 13, 2022, recommended issue of bonus equity shares, in the proportion of 1:1, i.e. 1 (One) bonus equity share of '' 1/- each for every 1 (One) fully paid-up equity shares of '' 1/- each held by the Members of the Company. The said bonus issue was approved by the Members of the

Company vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Company held on May 09, 2022. Subsequently, Business and Finance Committee of the Company at their meeting held on May 18, 2022 approved allotment of 10,24,50,000/- bonus equity shares to those beneficiaries whose name were appeared in the list of NSDL, CDSL and RTA on record date i.e. May 17, 2022.

Company received the listing approval from the BSE on 20.05.2022 NSE and MSEIL on 23.05.2022, after getting the due listing Approval the Company further received trading approval on Bonus shares from the BSE, NSE and MSEIL on 26.05.2022.

9. LISTING AT STOCK EXCHANGE

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

i) NSE Scrip Symbol: BLS

ii) BSE Scrip Code: 540073

iii) MSE Scrip Symbol: BLS

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

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The consolidated financial statements of the Company & its subsidiaries which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed Format AOC - 1 is annexed herewith as "Annexure - I".

Section 136 of the Companies Act, 2013, Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and its Subsidiaries are available on the website of the Company at (www.blsinternational.com). These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company.

The details of subsidiaries and Step-Down subsidiaries which are consolidated as on March 31st, 2022 are mentioned in the note 43 of the Consolidated Financial Statements of the Company.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

13. AUDITORS

a) Statutory Auditors

In terms of Section 139 of Companies Act, 2013, read with Companies (Audit and Auditors) Rules 2014, Members of the Company in Thirty Fourth Annual General Meeting held on September 19, 2018 approved appointment of M/s. S.S. Kothari Mehta & Co. Chartered Accountants, (FRN -000468N), New Delhi, as Statutory Auditors of the Company for a period of consecutive 5 years to hold office upto the conclusion of 39th Annual General Meeting of the Company. The Statutory Auditors have confirmed that their appointment as Statutory Auditors of the Company, continue to be according to the terms and conditions prescribed under Section 139 of the Act and Rules thereunder.

There are no qualifications or adverse comments in the Auditor''s Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

b) Secretarial Auditors:

In terms of Section 204 of Companies Act, 2013 and Rules made thereunder, M/s. D.K. Chawla & Co., Practicing Company Secretaries, holding C.O.P No. 15232 and Membership No. 33095 were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2021-22.

The report given by the Secretarial Auditors in Form MR-3 is annexed as Annexure -II. The Secretarial Audit Report for the financial year ended 31st March 2022 is self- explanatory and does not contain any qualifications, reservations, adverse remark or disclaimer.

Pursuant to SEBI circular vide no. CIR/CFD/ CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. D.K. Chawla & Co., Practicing Company Secretaries with the stock exchanges where shares of the Company are listed.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on July 27, 2021 have appointed M/s. Nangia & Co. LLP, Chartered Accountants, as Internal Auditors of the Company to conduct Internal Audit of the Company for the Financial Year 2021-2022. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon have been presented to the Audit Committee of the Board, from time to time.

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

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

15. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92(3) of the Companies Act, 2013 (''the Act'') Annual Return of the Company as on March 31, 2022 in Form MGT-7 is available on the website of the Company at https://www.blsinternational.com/ annual-report.php

16. AWARD & RECOGNITION

Over the years, we have received multiple awards for its performance, commitment and processes, Few of the recent award On DSIJ''s 150th edition, BLS International got listed in "Elite 100" and tagged amongst 100 Wealth Creators, around a number of large conglomerates operating in India to understand how they have been creating wealth via tech route in the days of disruptions and tougher competition.

The Joint Managing Director of BLS International, Mr. Shikhar Aggarwal, who led the company to a robust accomplishment was awarded at NexBrand''s Brand Vision Summit 2022 as the "The Extraordinaire - Game Changer". He was recognized for his exceptional leadership skills with extensive capacity to attract and develop business projects, build strategic relationships, manage transitions and generate optimal results is leading BLS International to its zenith.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the

assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Accounts for the financial year ended 31st March, 2022 on a ''going concern basis'';

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

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

18. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Karan Aggarwal (DIN: 02030873), Executive Director of the Company, being longest in the office is liable to retire by rotation at ensuing 38th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

i. Inductions, Re-appointments, Retirements & Resignations

• Mr. Shikhar Aggarwal (DIN: 06975729) was, on recommendation of Nomination and Remuneration Committee, reappointed as the Joint Managing Director of the Company for further period of 3 years with effect from June 17, 2021 by the Board of Directors of the Company at their meeting held on June 15, 2021 and the same was approved by the members at the 37th Annual General Meeting of the Company held on September 24, 2021.

• Mr. Ramsharan Prasad Sinha (DIN: 00300530) was, on recommendation of Nomination and Remuneration

Committee, appointed as an Additional Director (Non-Executive Independent Director) with effect from August 17, 2021 by the Board of Directors of the Company vide Circular by Resolution No. BOD/01/2021-22 to hold office upto the date of 37st Annual General Meeting of the Company. The members thereafter approved his candidature for the office of Independent Director of the Company for a term of 5 (Five) years i.e. from August 17, 2021 upto August 16, 2026 at the 37th Annual General Meeting of the Company.

• Mr. Diwakar Aggarwal (DIN: 00144645) was, on recommendation of Nomination and Remuneration Committee, appointed as an Additional Director in the category of Non-Executive NonIndependent Director Designated as Chairman of the Company with effect from October 29, 2021 by the Board of Directors of the Company upto the date of ensuing 38^th Annual General Meeting of the Company. Appointment Mr. Diwakar Aggarwal as a chairman (NonExecutive Non-Independent Director) to be regularized with approval of shareholders in ensuing 38^th Annual General Meeting of the Company.

Brief profile of the Directors proposed to be appointed/ re-appointed as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II on General meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice of 38^th AGM of the Company as Annexure-1.

ii. Declaration by Independent Directors

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he/she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill and meet the criteria of independence as provided under the Companies Act, Rules made thereunder, read with the SEBI (LODR) Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

All Independent Directors have registered their name in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA") pursuant to Companies Act and rules made thereunder.

None of aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s website at https://www.blsinternational.com/bls-policies.php

iii. Familiarization Programme for the Board of Directors

The Company believes in the policy of transparency by sharing regular updates with the Independent Directors. The Company makes presentations to the directors in their meetings held on regular intervals to keep them abreast of Company''s strategy, operations, product and service offering, market, organization structure, finance, human resources, technology, quality, facilities, risk management and insider trading laws. The Independent Directors have been provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company, its operations, business, industry, environment in which it functions, procedures and practices.

Details of familiarization programmes of Independent Directors can be accessed on the weblink viz. https://www.blsinternational. com/bls-policies.php

20. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 4 (Four) times during the financial year 2021-2022. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 6 (Six) Committees viz: Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee (CSR), Business and Finance Committee and Risk Management Committee. Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, appearing as a separate section in the Annual Report.

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

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

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details

of the ratio of remuneration of each director to the median employee''s remuneration is annexed herewith as "Annexure- III" to this Report.

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

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

The criteria for performance of evaluation cover the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and CSR Committee. Further the Board expressed satisfaction with their functioning/performance of the Committees, Individual Directors.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 02, 2022.

The Independent Directors at the meeting, inter alia, reviewed the following:-

• Performance of Non- Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

23. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

Whistle Blower Policy/Vigil Mechanism

In compliance with requirement of Companies Act, 2013 and SEBI Listing Regulations, the Company has established Whistle Blower Policy / Vigil Mechanism Policy which has been disseminated to all the Directors, Officers, Employees of the Company and they are free to raise concerns regarding any discrimination, harassment, victimization, fraud or any other unfair practice being adopted against them. The policy is made to ensure that complaints are resolved quickly in an informal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at https:// www.blsinternational.com/bls-policies.php

24. RISK MANAGEMENT

The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue, regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis Report, which forms part of Annual Report.

25. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BLS as an organization is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/or harassment in any form. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The same is placed on the website of the Company. (http://www.blsinternational.com).

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

Number of cases pending as on the beginning of the financial year:	NIL
Number of complaints filed during the year:	NIL
Number of cases pending as on the end of the financial year:	NIL

The Company has also constituted an Internal Complaints Committee (ICC) in all development centers of the Company across India to consider and resolve all sexual harassment complaints reported by women. The Committee also includes external members with relevant experience. Half of the total members of ICC are women pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, as amended from time to time, the Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Nonexecutive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidate.

The salient features of Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The

above policy has been placed on the website of the Company at https://www.blsinternational. com/bls-policies.php

27. CORPORATESOCIALRESPONSIBILITY (CSR)

The Company has formulated CSR policy in terms of provision of Section 135(4) of the Companies Act 2013 read with Rule 6 of Companies (Corporate Social Responsibility Policy) Rules, 2014 to undertake CSR activities as specified in Schedule VII of the Act.

Ministry of Corporate Affairs vide its Notification(s) dated 22nd January, 2021, notified Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, which, inter alia, provides for revised format of annual report for publishing the CSR activities undertaken during the financial year ended 31st March, 2022. The required changes in line with such rules were carried out in the policy.

During the year under review, the Company has spent '' 47,65,000/- (Rupees Forty Seven Lakh Sixty Five Thousand only) on CSR activity though donation to a NGO called Sum Drishti Education Society, Delhi. The said CSR amount was contributed by the Company to the NGO mainly for the project of women empowerment program organized by the said NGO across the country. The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2022, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure- IV to this report.

The CSR Policy has been placed on the website of the Company at https://www.blsinternational. com/bls-policies.php

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. ended on March 31st 2022 were on arm''s length basis and in the ordinary course of business under Section 188 of Companies Act 2013. As per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval. Further, omnibus prior approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 40 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Company''s website at https://www.blsinternational.com/bls-policies. php

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

30. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of

the Act and Companies (Acceptance of Deposits) Rules, 2014.

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

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

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

S.	Particulars	Year ended
No		March
		31st 2022
		(''in Lakhs)
1.	Foreign Exchange Earned	4,434.33
2.	Foreign Exchange Used	88.26

32. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3) (ca) of the Companies Act, 2013.

33. CORPORATE GOVERNANCE REPORT

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

34. EMPLOYEE STOCK OPTION SCHEME

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

As on March 31, 2022, the ESOS Trust held 42,773 equity shares of the Company. During the year ended March 31, 2022, the scheme has been amended as per the provisions in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) regulations 2021 ("SEBI SBEB Regulations"). The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31, 2022 are available on the website of the Company at https://www.blsinternational. com/annual-report.php

The Company has received a certificate from the Secretarial Auditors that the scheme has been implemented in accordance with SEBI SBEB Regulations. The certificate would be placed at the 38th Annual General Meeting for inspection by the members.

35. BUSINESS RESPONSIBILITY REPORT

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

The Business Responsibility Report ("BRR") of your Company for the financial year 202122 forms part of Annual Report as required under Regulation 34(2) (f) of the SEBI Listing Regulations.

36. ACKNOWLEDGEMENT

Your Board acknowledges support and cooperation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuous improvement in all functions and areas, coupled with an efficient utilization of the Company''s resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates.

For and on behalf of the Board BLS International Services Limited

Sd/- Sd/-

Nikhil Gupta Shikhar Aggarwal

Managing Director Joint Managing Director

DIN:00195694 DIN: 06975729

Date: August 05, 2022 Place: New Delhi

---

Mar 31, 2018

The Directors take pleasure in presenting the 34th Annual Report on the business and operations of the Company for the financial year ended March 31, 2018. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS (Amount In Rs. Millions)

	Consolidated		Standalone
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from operations	7890.52	6348.93	408.83	240.95
other Income	40.52	25.42	60.70	17.55
Total Revenue	7931.04	6374.35	469.53	258.50
Earnings before Interest, Depreciation, Taxation & Exceptional Item(EBIDTA)	1627.85	848.09	155.20	62.85
Less: Interest cost	-123.76	-55.01	-4.06	-2.63
Depreciation	-396.00	-259.72	-24.06	-16.01
Profit before Tax & Minority Interest	1108.09	533.37	127.08	44.21
Less: provision for Tax	142.70	32.23	21.50	12.81
- Current	-193.52	-26.33	28.58	14.65
- Deferred	50.82	-17.87	-7.08	-1.84
MAT Credit		11.97
Profit after Tax	965.39	501.14	105.58	31.40

2. REVIEW OF OPERATIONS (FY 2017-18)

Consolidated

During the year under review, total revenue increased by 24.42% y-o-y at Rs. 7931.04 million as compared to Rs. 6374.35 million in the previous year. Earnings before Interest, Depreciation, Taxation & Exceptional Item ("EBIDTA") was at Rs. 1627.85 million, registering a growth of 91.94% y-o-y, as compared to Rs. 848.09 million in the previous year. Profit after tax ("PAT") for the year stood at Rs. 965.39 million, up by 92.63 % y-o-y, as compared to Rs. 501.14 million in the previous year.

Standalone

Total revenue increased by 81.63% y-o-y at Rs. 469.53 million as compared to Rs. 258.50 million in the previous year. EBIDTA was at Rs. 155.20 million, registering a growth of 146.93% y-o-y, as compared to Rs. 62.85 million in the previous year. pAT for the year stood at Rs. 105.58 million, up by 236.24% y-o-y, as compared to Rs. 31.40 million in the previous year.

3. DIVIDEND

During the year under review the Company''s has given strong and growing financial performance, considering the performance of the company, the directors are pleased to recommend for the approval of the members a Final Dividend of Rs. 0.50 per equity share for the FY 2017-18. The total dividend for the year will stand at Rs. 0.50 per share which is 50% dividend for the FY 2017-18. The final dividend shall be payable post Shareholder''s approval in the 34th Annual General Meeting.

Particulars of Dividend	Par Value (in Rs.)	Dividend Declared (as % of Par Value)	Dividend Amount (in Rs.)	Record Date
Final Dividend	1.00	50%	0.50	12th September, 2018

4. SHARE CAPITAL

During the year under review, there was no change in the Company''s issued, subscribed and paid-up equity share capital. on March 31^st, 2018, paid Up share capital stood at Rs. 10,24,50,000/-, divided into 10,24,50,000 equity shares of Rs. 1/- each.

5. LISTING AT STOCK EXCHANGE

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

i) NSE Scrip: BLS

ii) BSE Scrip Code: 540073

iii) MSEI Scrip: BLS

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

6. SUBSIDIARY DETAILS

The consolidated financial statements of the company & its subsidiaries which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiary and Associate Companies in prescribed Format AoC - 1* is annexed herewith as "Annexure - I".

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company.

*The information provided for Associate Companies in Form AOC-1 are based on Figures as provided from 1st January, 2017 to 31st December, 2017. Further there were no significant transaction made by associates during the period under review with the Company.

The details of the subsidiary as on March 31^st, 2018 are as follows:

Name of Subsidiary	Ownership Status	Date of Incorporation / Acquisition	Country	Line of Business
M/S. BLSINTERNATIoNAL FZE	Wholly owned (100.0%)	07th September 2011	United Arab Emirates	outsourcing Services
M/S. BLS E-SERvICES private LIMITED	Wholly owned (100.0%)	12th April 2016	India	E-Governance
M/S. BLS IT SERviCES pRIvATE LIMITED	Wholly owned (100.0%)	26th April 2016	India	E-Governance
M/S. BLS E-SoLUTioNS pRIvATE LIMITED	Wholly owned (100.0%)	29th April 2016	India	E-Governance
M/S. BLS KENDRAS pRIvATE LIMITED	Wholly owned (100.0%)	19th March 2018	India	Citizen Services

The performance of the subsidiaries has been discussed in detail in the Management Discussion and Analysis Report, attached separately.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Discussion upon the Company''s state of business affairs is provided in the Management Discussion and Analysis Report, which has been attached separately in this Annual Report. It has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

8. LITIGATION

There are no new or outstanding litigation against the Company, as on March 31st, 2018. There has been no impact of any litigation on the financial position of the Company during the year under review.

9. AUDITORS

Statutory Auditors

M/s SS Kothari Mehta & Co. Chartered Accountants, (FRN - 000468N),New Delhi, were appointed as the Statutory Auditors of the Company by the Shareholders in their meeting held on 21st September, 2017 are eligible for re-appointment as per Section 139 of the Companies Act, 2013.

Secretarial Auditors

In terms of Section 204 of Companies Act, 2013 and Rules made thereunder, M/s Hemnani Ipsa & Associates, Company Secretaries were appointed as Secretarial Auditors of the Company for the financial year 2017-18. The report of Secretarial Auditor has been enclosed in Form MR 3 as Annexure - II.

The Secretarial Auditors does not have any qualification, is self- explanatory, and does not call for any comment from the Board.

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

particulars of loan given, investments made, guarantees given and securities provided along with the purpose for which loan, guarantee or security is proposed to be utilized by the recipient are provided in Consolidated financial statements (please refer note no. 5 & 6 of the consolidated financial statements).

11. EXTRACT OF ANNUAL RETURN

pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in prescribed Form MGT-9 is Annexed as Annexure III.

12. AWARD & RECOGNITION

BLS International Services Ltd. has been awarded following Awards and Recognitions during the year 2017-18:

- Best visa Service provider at the 11th edition of ''Today''s Traveller Awards 2017'' in July 2017.

- Best Workplace practices at ''CMo Asia Best CSR practices Award 2017'' in August 2017.

- Best visa Service provider Award at ''The Middle East Travel and Tourism Leadership Awards 2017'' in october 2017.

- Most Ethical Company in visa outsourcing in ''India''s Most Ethical Companies Awards 2017'' in November 2017.

- India''s Best visa outsourcing Services Company in ''India''s Best Company of the Year Award 2017 in March 2018.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statement in terms of sub section (5) of section 134 of the Companies Act, 2013:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

(g) The Audit Committee meets periodically with the Internal Auditors and the Statutory Auditors to review the way the Auditors are discharging their responsibilities and to discuss audit, internal control and financial reporting issues.

(h) To ensure complete independence, the Statutory Auditors and the Internal Auditors have full and free access to the Members of the Audit Committee to discuss any matter of substance.

14. DIRECTORS AND KEY MANAGERIAL PERSON

i. Inductions, Re-appointments, Retirements & Resignations

During the year under review, Mr. Karan Aggarwal who has been appointed on the Board as Additional Director in the meeting of Board of Director held on 13th June, 2016, was regularized for a period of 5 (Five) Years at the AGM held on 21st September, 2017.

During the year under review Mr. Mukul Harmilapi resigned from the position of Chief Financial Officer of the company on 25th July 2017. The Board appointed Mr. Ajay Milhotra as the Chief Financial Officer of the Company in the Board Meeting held on 09th August, 2017.

ii. Declaration by Independent Directors

The Company has received Certificate of Independence (declaration) from all Independent Directors that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and regulation 25 of the Securities and Exchange Board of India (Listing obligation & Disclosure Requirements), Regulations 2015 (hereinafter referred as the "Listing Regulations").

The Company keeps a policy of transparency and arm''s length while dealing with its Independent Directors.

iii. Familiarization Programme for the Board of Directors

The Company conducts induction programme for every new director to provide them an opportunity to familiarize with the Company and its policies. The Company makes presentations to the new directors including but not limited to the Company''s strategy, operations, product and service offering, market, organization structure, finance, human resources, technology, quality, facilities, risk management and insider trading laws.

15. BOARD MEETINGS

a) Number of Board Meetings:

The Board of Directors met 7 (Seven) times during the financial year 2017-18. The details of the Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing elsewhere as a separate section in this Annual Report.

b) Composition of Audit Committee:

Audit Committee comprises of Two Independent Directors and one Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Director(s) are accomplished professional(s) having diverse knowledge across various fields in wide areas. The Company Secretary is the secretary of the Committee.

During the year ended 31st March, 2018 the Committee met 5 (Five) times.

At the beginning of the Financial Year 2017-18 the composition of Audit Committee consisted of:

S. No	Name of Director	Designation
1	Mr. Sarthak Behuria	Independent Director
2	Mr. Ram prakash Bajpai	Independent Director
3	Mr. Nikhil Gupta	Managing Director

There was no change in the composition of Audit Committee during the year 2017-18. The attendance of the members attended the meeting are as under:

Name of the Member	Designation	No. of Meetings attended
Mr. Sarthak Behuria	Independent Director	4
Mr. Ram prakash Bajpai	Independent Director	4
Mr. Nikhil Gupta	Managing Director	5

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

c) Audit Committee Recommendations

During the year FY 2017-18, all recommendations of the Audit Committee were accepted by the Board.

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

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2015, it is necessary to disclose the ratio of remuneration of each director to the median employees'' remuneration.

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

S. No	Name	Designation	Ratio of Remuneration of each director of the Median Remuneration of Employees
1	Mr. Sarthak Behuria	Independent Director	NA
2	Mr. Surinder Singh Kohli	Independent Director	NA
3	Mr. Ram prakash Bajpai	Independent Director	NA
4	Ms. Shivani Mishra	Independent Director	NA
5	Mr. Nikhil Gupta	Managing Director	4.00
6	Mr. Shikhar Aggarwal	Joint Managing Director	3.00
7	Mr. Karan Aggarwal	Executive Director	10.00
8	Mr. Ajay Milhotra	Chief Financial Officer	16.66
9	Mr. BalaJi	Company Secretary	3.36
10	Ms. vaishali Sharma	Key Managerial person	5.33

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

S. No	Name of Key Managerial Person	Designation	% increase in Remuneration
1	Mr. Nikhil Gupta	Managing Director	-
2	Mr. Shikhar Aggarwal	Joint Managing Director	-
3	Mr. Ajay Milhotra	cfo	No change
4	Ms. vaishali Sharma	kmp	No change
5	Mr. Bala Ji	Company Secretary	20%

3. The percentage increase in the median remuneration of employees in the financial year is 8.69%.

4. The numbers of permanent employees on the rolls of company were 204 as on 31st March, 2018.

5. It is hereby affirmed that the remuneration paid during FY 2018 is as per the remuneration policy of the company.

6. The Net Worth of the Company as on 31st March, 2018 and previous financial year are as follows:

Standalone (Rs. In Millions)

S. No	Particulars	As on March 31st 2018	As on March 31st 2017	Variation	%
1	Net Worth	252.71	180.00	72.71	40.39
Consolidated				(Rs. In Millions)
S. No	Particulars	As on March 31st 2018	As on March 31st 2017	Variation	%
1	Net Worth	2,605.43	1,656.71	948.72	57.26

7. Comparison of the each remuneration of the Key Managerial personnel against the performance of the Company;

S. No	Name of Key Managerial Person	Designation	% increase in Remuneration
1	Mr. Nikhil Gupta	Managing Director	Nil
2	Mr. Shikhar Aggarwal	Joint Managing Director	Nil
3	Mr. Karan Aggarwal	Executive Director	Nil
4	Mr. Ajay Milhotra	cfo	Nil
5	Mr. Bala Ji	Company Secretary	20
6	Ms. vaishali Sharma	KMp-Investor Relations	Nil

8. The key parameters for any variable component of remuneration availed by the directors;

There is no variable component in the remuneration of KMp''s.

9. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

During the year under review, the average ratio of remuneration of the employees receiving remuneration compared to highest paid director is 1.37:1.

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

In Compliance with the Companies Act, 2013 and Listing obligations, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. Evaluation was based on the criteria and framework adopted by the Board and as explained in the Corporate Governance Report. The Board of Directors expressed their satisfaction with the evaluation process.

The process entailed a structured questionnaire, which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

18. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirement of the Companies Act, 2013 and Listing Regulation, the Company has established Whistle Blower policy / vigil mechanism policy to ensure that complaints are resolved quickly in an informal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company. (http:// www.blsinternational.com).

The employees of the Company are made aware of the said policy at the time of joining the Company.

19. RISK MANAGEMENT

Risk management is embedded in BLS''s operating framework. Your Company has an elaborate Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. To this effect, there is a robustprocess in place to identify key risks across the Group and prioritize relevant action plans to mitigate these risks. The Risk Management spectrum of the Company encompasses key focus on Risk Assessment, Risk Management and Risk Monitoring.

20. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BLS as an organization is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a policy on prevention of sexual harassment and has put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices. As per the provisions of sections 21 and 22 of the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under sexual harassment and their disposal is as under:

Number of cases pending as on the beginning of the financial year:	NIL
Number of complaints filed during the year:	NIL
Number of cases pending as on the end of the financial year:	NIL

The more details on the same is given in the Sexual Harassment policy and uploaded on our website (http://www. blsinternational.com).

21. NOMINATION AND REMUNERATION POLICY

The overall limits of remuneration of the Board members including Executive Board Members are governed by the provisions of Section 197 of the Companies Act, 2013, rules as prepared by the Company and shall be subject to availability of profits of the Company.

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial personnel (KMp), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company. This policy was approved by the Nomination & Remuneration Committee of the Board.

22. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) of the Company has been formulated on 22.05.2018 and recommended to the Board, a Corporate Social Responsibility policy (CSR policy) indicating the CSR activities to be undertaken by the Company, which has been approved by the Board.

Since the company has formed the CSR committee during the FY 2018-19, the company will undertake the CSR activities during the financial year 2018-19. The CSR Policy is available on the website of the Company. Also the composition of the CSR Committee is disclosed in the Corporate Governance Report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the Listing Regulations, all related party transactions have been placed before the Audit Committee for their approval. Further omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature.

The particulars of contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in form AoC-2 of the rules prescribed under Chapter IX relating to Accounts of the Companies under the Companies Act, 2013 is appended as Annexure- iv

24. ACCOUNTS OF SUBSIDIARY COMPANIES

Section 129 along with 136 of the Companies Act, 2013, which has exempted Companies from attaching the Annual Reports and other particulars of subsidiary companies along with the Annual report of the Company.

However, a statement giving certain information as required is being placed along with the Consolidated Accounts for the following Companies.

1. M/S. BLS INTERNATioNAL FZE

2. M/S. BLS E-SERviCES pRivATE LIMITED

3. M/S. BLS E-SoLUTioNS pRivATE LIMITED

4. M/S. BLS IT SERviCES pRivATE LIMITED

The financial statements of the subsidiary are kept for inspection by the shareholders at the Corporate Office of the Company.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes in growth with a strong governance system. The Company has a proper and adequate system of internal controls, commensurate with its size and business operation to ensure timely and accurate financial reporting in accordance with applicable accounting standards, safeguarding of assets against unauthorized use or disposition and compliance with all applicable regulatory laws and Company policies.

The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars, relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

During the year under review; the total foreign exchange used was Rs. 4.28 million and the total foreign exchange earned was Rs. 276.45 million.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The company has incorporated its wholly owned subsidiary by the name BLS Kendras private Limited on 19th March 2018.

Further the company has no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

28. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read with Schedule v to the said Regulations, the Corporate Governance Report of your Company along with a Certificate on Corporate Governance received from the Ipsa Hemnani, Company Secretary in Practice, having their office at C-19, Vishwakarma Park, Kishan Kunj,Laxmi Nagar, New Delhi 110092, confirming compliance with the conditions of corporate governance, is attached to Corporate Governance Report.

29. ACKNOWLEDGEMENT

Your Board acknowledges the support and co-operation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Board appreciates the relentless effort of the Management Team lead by the Managing Director who steers the Company in achieving better performances year-on-year. our employees are our biggest strength and we gratefully acknowledge their contribution to the Company in achieving its objectives to serve our customers.

Your Directors also take this opportunity to express their gratitude for the valuable assistance and the trust placed by the bankers, vendors, customers, advisors and the general public towards the Company.

For and on behalf of the Board

BLS International Services Limited

Nikhil Gupta Shikhar Aggarwal

Managing Director Joint Managing Director

DIN:00195694 DIN: 06975729

---

Mar 31, 2017

To

The Members

BLS International Services Limited

The Directors take pleasure in presenting the 33^rd Annual Report on the business and operations of the Company for the financial year ended 31^st March, 2017. This report is being presented along with the audited financial statements for the year.

1. Financial Highlights

(Amount In Rs. Millions)

1 Particulars	Consolidated		Standalone
	2016-17	2015-16	2016-17	2015-16
Revenue from Operations	6,349.59	5,049.58	240.95	158.95
Other Income	23.06	5.01	17.43	16.09
Total Revenue	6372.65	5054.59	258.37	175.04
Earnings before Interest, Depreciation, Taxation & Exceptional Item(EBIDTA)	846.84	372.34	62.69	41.58
Less: Interest cost	(55.00)	(3.41)	(2.63)	(3.41)
Depreciation	(259.73)	(55.28)	(16.00)	(21.49)
Profit before Tax	532.11	313.65	44.06	16.68
Less: Provision for Tax	(32.17)	(4.59)	(12.76)	(4.6)
Profit available for appropriation (Net of Minority Interest)	499.58	308.93	31.30	12.08

2. Review of Operations (FY 2016-17)

Consolidated: During the year under review, total revenue increased by 26.07% y-o-y at Rs. 6,372.65 million as compared to Rs. 5,054.59 million in the previous year. Earnings before interest, tax, depreciation and Exceptional Item (“EBIDTA”) was at Rs. 846.84 million, registering a growth of 127.43% y-o-y, as compared to Rs. 372.34 million in the previous year. Profit after tax (“PAT”) for the year stood at Rs. 499.58 million, up by 61.71% y-o-y, as compared to Rs. 308.93 million in the previous year.

Standalone: Total revenue increased by 47.61% y-o-y at Rs. 258.37 million as compared to Rs. 175.04 million in the previous year. EBIDTA was at Rs. 62.69 million, registering a growth of 50.77% y-o-y, as compared to Rs. 41.58 million in the previous year. PAT for the year stood at Rs. 31.30 million, up by 159.10% y-o-y, as compared to Rs. 12.08 million in the previous year.

3. Dividend

Based on the Company’s strong and consistent financial performance, the directors are pleased to recommend for the approval of the members a final dividend of Rs. 3.00 per share for the FY 2016-17. Including the interim dividend payment of Rs. 0.50 per share (Record Date: 24th November 2016), the total dividend for the year stands at Rs. 3.50 per share totaling to 35% dividend for the FY 2016-17. The final dividend shall be payable post Shareholder’s approval in the 33rd Annual General Meeting.

Particulars of Dividend	Par Value (in Rs. per share)	Dividend Declared (as % of Par Value)	Total Dividend Amount (in Rs. per share)	Record Date
Interim Dividend	10.00	5.00%	0.50	24th November, 2016
Final Dividend	10.00	30.00%	3.00	14th September, 2017
Total Dividend	35.00%		3.50

4. Share Capital

During the year under review, there was no change in the Company’s issued, subscribed and paid-up equity share capital. As of 31^st March, 2017, Paid Up Share Capital stood at Rs. 1,024,50,000/-, divided into 10,245,000 equity shares of Rs. 10/- each.

However, during the period between 31^st March, 2017 and till the issuance of FY 2016-17 Annual Report, Company has subdivided its equity shares, the details of which have been discussed in the section Material Changes and Commitments Affecting the Financial Position of the Company of this Director’s Report.

5. Listing at Stock Exchange

During the year under review, the Company’s shares were listed at National Stock Exchange on 14^th June, 2016 and on Bombay Stock Exchange on 8^th September, 2016. Further the Equity Shares of the Company continue to be listed on the National Stock Exchange, Bombay Stock Exchange and the Metropolitan Stock Exchange. The shares of the company are traded on the exchanges under the scrip code given below:

1. NSE Scrip: BLS

2. BSE Scrip Code: 540073

3. MSEI Scrip: BLS

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

6. Subsidiary Details

The consolidated financial statements of the company & its subsidiaries which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiary and Associate Companies in prescribed Form AOC - 1* is annexed herewith as “Annexure - I”. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company.

*The information provided for Associate Companies in Form AOC-1 are based on Figures as provided from 1^st January, 2016 to 31^st December, 2016. Further there were no significant transaction made by associates during the period under review with the Company.

The details of the subsidiary as on 31^st March, 2017 are as follows:

Name of Subsidiary	Ownership Status	Date of Incorporation / Acquisition	Country	Line of Business
M/S. BLS International	Wholly Owned	7th September, 2011	United Arab	Outsourcing Services
FZE (The Establishment)	(100.0%)		Emirates
M/S. BLS E-SERVICES	Wholly Owned	12th April, 2016	India	E-Governance
PRIVATE LIMITED	(100.0%)
M/S. BLS IT SERVICES	Wholly Owned	26th April, 2016	India	E-Governance
PRIVATE LIMITED	(100.0%)
M/S. BLS E-SOLUTIONS	Wholly Owned	29th April, 2016	India	E-Governance
PRIVATE LIMITED	(100.0%)

7. Management Discussion and Analysis Report

Discussion upon the Company’s state of business affairs is provided in the Management Discussion and Analysis Report, which has been attached separately in this Annual Report. It has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. Litigation

There are no new or outstanding material litigation against the Company, as on 31^st March, 2017. There has been no impact of any litigation on the financial position of the Company during the year under review.

9. Auditors

Statutory Auditors: During the year under review M/s P Bholusaria & Co., Chartered Accountants, the statutory auditors of the company, resigned from the company and M/s S S Kothari Mehta & Co. Chartered Accountants, (FRN - 000468N), New Delhi, the Statutory Auditors of the Company were appointed by the Shareholders in their meeting held on 16^th January, 2017 to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per Section 139 of the Companies Act, 2013.

Secretarial Auditors: In terms of Section 204 of Companies Act, 2013 and Rules made thereunder, M/s Hemnani Ipsa & Associates, Company Secretaries were appointed as Secretarial Auditors of the Company for the financial year 2016-17. The report of Secretarial Auditor has been enclosed in Form MR 3 as Annexure - II.

The Auditor’s Report does not have any qualification, is self- explanatory, and does not call for any comment from the Board.

10. Particulars of Loans, Guarantee or Investment Under Section 186

Particulars of loan given, investments made, guarantees given and securities provided along with the purpose for which loan, guarantee or security is proposed to be utilised by the recipient are provided in Consolidated financial statements (please refer note no. 12 and 14 to the consolidated financial statements).

11. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in prescribed Form MGT-9 is Annexed as Annexure III.

12. Industry Overview and Outlook

Discussion upon the Industry Overview and Outlook and Company’s state of business affairs is provided in the Management Discussion and Analysis Report, which has been attached separately in this Annual Report. It has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. Award & Recognition

BLS International is a winner of 10^th Hospitality India and Explore the World Annual International Awards in 2014 for providing outstanding services in Visa, Passport Outsourcing and Allied Services Globally. BLS has been recognised as the leading consular service specialist, known for fulfilling all its Commitments towards its clients, customers and stakeholders.

BLS International Services Ltd. has been awarded as Best Visa Service Provider at the 11th edition of Today’s Traveller Awards 2017 in New Delhi on 31^st July, 2017. Further, the Company has also been awarded the Best Workplace Practices Award at the recent 7th Asia Best CSR Practices Awards 2017 held in Singapore on 2nd August 2017.

14. Directors’ Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statement in terms of sub section (5) of section 134 of the Companies Act, 2013:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

g. the Audit Committee meets periodically with the Internal Auditors and the Statutory Auditors to review the way the Auditors are discharging their responsibilities and to discuss audit, internal control and financial reporting issues;

h. to ensure complete independence, the Statutory Auditors and the Internal Auditors have full and free access to the Members of the Audit Committee to discuss any matter of substance.

15. Directors and Key Managerial Person

1. Inductions, Re-appointments, Retirements & Resignations

During the year under review, Mr. Diwakar Aggarwal and Mr. Vinod Aggarwal resigned from the board w.e.f 9^th August, 2016.

Mr. Surinder Singh Kohli and Mr. Sarthak Behuria were appointed as Independent Director of the Company w.e.f. 14^th February, 2017 and 11^th November, 2016 respectively, who are further to be regularised for a period of 5 (Five) Years in the ensuing AGM to be held on 8^th September, 2017.

Also Mr. Karan Aggarwal has been appointed on the Board as Additional Director in the meeting of Board of Director held on 13^th June, 2016.

During the year under review Mr. Dheeraj Sharma, the Chief Financial Officer appointed in the meeting of the Board held on 13^th August, 2016, tendered his resignation from the position of CFO w.e.f. 16^th December, 2016.

Thereafter, Board of Directors in their meeting held on 19^th December, 2016 has appointed Mr. Mukul Harmilapi as Chief financial officer of the Company who further resigned from the company on 27^th July, 2017 due to his health issues. However the Board thereafter appointed Mr. Ajay Milhotra in the Board Meeting of 09^th August, 2017 as the Chief Financial Officer of the Company.

Further during the year under review Mr. Prabhat Kumar Srivastava tendered his resignation from the post of Company Secretary w.e.f 2^nd February, 2017.

Further, Mr. BalaJi has been appointed as Company Secretary of the company w.e.f 14^th February, 2017.

2. Declaration by Independent Directors

The Company has received Certificate of Independence (declaration) from all Independent Directors that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and regulation 25 of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements), Regulations 2015 (hereinafter referred as the “Listing Regulations”).

The Company keeps a policy of transparency and arm’s length while dealing with its Independent Directors.

3. Familiarisation Programme for the Board of Directors

The Company conducts induction programme for every new director to provide them an opportunity to familiarise with the Company and its policies. The Company makes presentations to the new directors including but not limited to the Company’s strategy, operations, product and service offering, market, organisation structure, finance, human resources, technology, quality, facilities, risk management and insider trading laws.

16. Board Meetings

A. Number of Board Meetings: The Board of Directors met 11 (Eleven) times during the financial year 2016-17. The details of the Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing elsewhere as a separate section in this Annual Report.

B. Composition of Audit Committee: Audit Committee comprises of Two Independent Directors and One Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Director(s) are accomplished professional(s) having diverse knowledge across various fields in wide areas. The Company Secretary is the Secretary of the Committee.

During the year ended 31^st March, 2017 the Committee met 6 (Six) times.

At the beginning of the FY2016-17 the composition of Audit Committee consisted of:

S.No.	Name of Director	Designation
1	Mr. Ram Prakash Bajpai	Independent Director
2	Ms. Shivani Mishra	Independent Director
3	Mr. Vinod Aggarwal	Non Executive Director

However due to the resignation of Mr. Vinod Aggarwal from the board the composition of Audit Committee was changed to:

S.No.	Name of Director	Designation
1	Mr. Sarthak Behuria	Independent
		Director
2	Mr. Ram Prakash Bajpai	Independent
		Director
3	Mr. Nikhil Gupta	Managing Director

The attendance of the members attended the meeting are as under:

Name of the Member	Designation	No. of Meetings attended
Mr. Ram Prakash Bajpai	Chairman	6
Mr. Vinod Aggarwal	Member	1
Ms. Shivani Mishra	Member	4
Mr. Sarthak Behuria	Chairman	2
Mr. Nikhil Gupta	Member	3

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

C. Audit Committee Recommendations:

During the year FY 2016-17, all recommendations of the Audit Committee were accepted by the Board.

17. Particulars of Remuneration of Directors, Key Managerial Personnel and Employees

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, it is necessary to disclose the ratio of remuneration of each director to the median employees’ remuneration.

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

S. No.	Name	Designation	Ratio of Remuneration of each director of the Median Remuneration of Employees
1	Mr. Sarthak Behuria	Independent Director	NA
2	Mr. Surinder Singh Kohli	Independent Director	NA
3	Mr. Ram Prakash Bajpai	Independent Director	NA
4	Ms. Shivani Mishra	Independent Director	NA
5	Mr. Nikhil Gupta	Managing Director	2.37
6	Mr. Shikhar Aggarwal	Joint Managing Director	2.32

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

S. No.	Name of Key Managerial Person	Designation	% increase in Remuneration
1	Mr. Nikhil	Managing	There was no
	Gupta	Director	Increase in the
2	Mr. Shikhar	Joint	Remuneration
	Aggarwal	Managing Director	As appointments was made
3	Mr. Mukul	CFO	within the
	Harmilapi		period under
4	Mr. Balaji Srivastava	Company Secretary	review, hence not applicable

3. The percentage increase in the median remuneration of employees in the financial year is 15%.

4. The numbers of permanent employees on the rolls of company were 192 as on 31^st March, 2017.

5. It is hereby affirmed that the remuneration paid during FY2017 is as per the remuneration policy of the company.

6. The Net Worth of the Company as on 31^st March, 2017 and previous financial year are as follows:

Standalone

(Rs. In Millions)

S. No.	Particulars	2016-17	2015-16	Variation	%
1	Net Worth	168.04	142.91	25.13	17.58

Consolidated

(Rs. In Millions)

S. No. Particulars	2016-17	2015-16	Variation	%
1 Net Worth	1645.25	1,187.48	457.77	38.54

7. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company;

S. No.	Name of Key Managerial Person	Designation	% increase in Remuneration
1	Mr. Nikhil Gupta	Managing Director	All the KMPs were appointed
2	Mr. Shikhar Aggarwal	Joint Managing Director	during the year under review, hence not applicable.
3	Mr. Mukul Harmilapi	CFO
4	Mr. Balaji Srivastava	Company Secretary

8. The key parameters for any variable component of remuneration availed by the directors;

There is no variable component in the remuneration of KMP’s.

9. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

During the year under review, the average ratio of remuneration of the employees receiving remuneration compared to highest paid director is 1.88:1.

18. Performance Evaluation of The Board, its Committees and Individual Directors

In Compliance with the Companies Act, 2013 and Listing Obligations, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. Evaluation was based on the criteria and framework adopted by the Board and as explained in the Corporate Governance Report. The Board of Directors expressed their satisfaction with the evaluation process.

The process entailed a structured questionnaire, which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning, such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

19. Management of Risk of Fraud, Corruption and Unethical Business Practices

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirement of the Companies Act, 2013 and Listing Regulation, the Company has established Whistle Blower Policy / Vigil mechanism policy to ensure that complaints are resolved quickly in an informal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company. (http:// www.blsinternational.com).

The employees of the Company are made aware of the said policy at the time of joining the Company.

20. Risk Management

Risk management is embedded in BLS’s operating framework. Your Company has an elaborate Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. To this effect, there is a robust process in place to identify key risks across the Group and prioritise relevant action plans to mitigate these risks. The Risk Management spectrum of the Company encompasses key focus on Risk Assessment, Risk Management and Risk Monitoring.

21. Disclosure as Required Under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

BLS as an organisation is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/ or harassment in any form. The Company has in place a policy on prevention of sexual harassment and has put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices. As per the provisions of sections 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under sexual harassment and their disposal is as under:

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

- Number of complaints filed during the year: 1

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

The more details on the same is given in the Sexual Harassment Policy and uploaded on our website (http://www.blsinternational.com).

22. Nomination and Remuneration Policy

The overall limits of remuneration of the Board members including Executive Board Members are governed by the provisions of Section 197 of the Companies Act, 2013, rules as prepared by the Company and shall be subject to availability of profits of the Company.

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company. This policy was approved by the Nomination & Remuneration Committee of the Board

23. Particulars of Contracts or Arrangements with Related Parties

As per the Listing Regulations, all related party transactions have been placed before the Audit Committee for their approval. Further omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature.

The particulars of contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of the Companies under the Companies Act,2013 is appended as Annexure- IV

24. Accounts of Subsidiary Companies

Section 136 of the Companies Act, 2013, which has exempted Companies from attaching the Annual Reports and other particulars of subsidiary companies along with the Annual report of the Company.

However, a statement giving certain information as required is being placed along with the Consolidated Accounts for the following Companies.

1. M/S. BLS INTERNATIONAL FZE

2. M/S. BLS E-SERVICES PRIVATE LIMITED

3. M/S. BLS E-SOLUTIONS PRIVATE LIMITED

4. M/S. BLS IT SERVICES PRIVATE LIMITED

The financial statements of the subsidiary are kept for inspection by the shareholders at the Corporate Office of the Company.

25. Internal Control Systems and their Adequacy

The Company believes in growth with a strong governance system. The Company has a proper and adequate system of internal controls, commensurate with its size and business operation to ensure timely and accurate financial reporting in accordance with applicable accounting standards, safeguarding of assets against unauthorised use or disposition and compliance with all applicable regulatory laws and Company policies.

The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars, relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

During the year under review; the total foreign exchange used was Rs. 1.43 million and the total foreign exchange earned was Rs. 149.48 million.

27. Material Changes and Commitments Affecting the Financial Position of the Company

Pursuant to approval of the Board of Directors obtained at the board meeting held on 6^th March, 2017, your Company has sub-divided the face value of its equity shares of Rs. 10/- each, fully paid-up into 10 equity shares of Rs. 1/- each, fully paid-up w.e.f 28^th April, 2017. The Board of Directors had fixed 27^th April, 2017 as the record date for the purpose of ascertaining the eligible shareholders for receiving the aforesaid sub-divided equity shares. Subsequent to the aforesaid Record Date, new share certificates have been dispatched to the Shareholders who held shares in physical mode and also credited to the respective demat accounts of those, who held shares in electronic mode.

Accordingly, the Authorised Share Capital of your Company stands re-classified at Rs. 20,24,50,000 /- divided into 20,24,50,000 shares having a par value of Rs. 1/- each. At present, the Issued Share Capital of your Company is Rs. 102,450,000 /- divided into 102,450,000 equity shares of Rs. 1/- each.

28. Corporate Governance Report

In compliance with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 read with Schedule V to the said Regulations, the Corporate Governance Report of your Company along with a Certificate on Corporate Governance received from the Ipsa Hemnani, Company Secretary in Practice, having their office at C-19, Vishwakarma Park, Kishan Kunj, Laxmi Nagar, New Delhi 110092, confirming compliance with the conditions of corporate governance, is attached to Corporate Governance Report.

29. Acknowledgement

Your Board acknowledges the support and cooperation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Board appreciates the relentless effort of the Management Team lead by the Managing Director who steers the Company in achieving better performances year-on-year. Our employees are our biggest strength and we gratefully acknowledge their contribution to the Company in achieving its objectives to serve our customers.

Your Directors also take this opportunity to express their gratitude for the valuable assistance and the trust placed by the bankers, vendors, customers, advisors and the general public towards the Company.

For and on behalf of the Board

M/s. BLS International Services Limited

Nikhil Gupta Shikhar Aggarwal

Managing Director Joint Managing Director

DIN - 00195694 DIN -06975729

---

Mar 31, 2016

To

The Members

BLS International Services Limited

The Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS

(Amount in Rs. Millions)

Particulars	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Income	5,054.59	4503.95	175.04	138.89
Earnings before Interest,	372.35	291.17	41.58	28.96
Depreciation, Taxation &
Exceptional Item (EBIDTA)
Less: Interest cost	(3.42)	(0.88)	(3.41)	(0.88)
Depreciation	(55.28)	(51.08)	(21.49)	(17.72)
Profit before Tax & Minority Interest	313.65	239.21	16.68	10.36
Less: Provision for Tax
- Current	(7.53)	(5.96)	(7.53)	(5.96)
- Taxes for Earlier Years	(0.50)	0.14	(0.50)	0.14
- Deferred	3.43	2.41	3.44	2.42
Profit after Tax but before Minority	309.05	235.80	12.09	6.96
Interest
Minority Interest	(0.13)	0.11	-	-
Profit available for appropriation	308.92	235.91	12.09	6.96

2. REVIEW OF OPERATIONS

During the year under review, on standalone basis, your Company earned total revenue of Rs. 17,50,41,008/- as compared to Rs. 13,88,92,372/- in the previous year, up by 26.02%. Profit after tax is Rs. 1,20,88,423/- as against Rs. 69,56,403/- in the previous year up by 73.77%.

During the year under review, on consolidated basis, your Company’s total revenue is Rs. 5,05,45,90,301/- as compared to Rs. 4,50,39,52,782/- in the previous year, up by 12.22%. Profit after tax is Rs. 30,89,35,014/- as against Rs. 23,59,17,388/- in the previous year, up by 30.95%.

3. DIVIDEND

Looking at the expansion plans of the business. Your Board of Directors has not recommended Dividend for FY 2015-16. Hence no Dividend has been recommended by the Directors for FY 2015-16.

4. SUBSIDIARIES

The consolidated financial statements of the Company & its Subsidiaries which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiary and Associate Companies in prescribed Form AOC - 1* is annexed herewith as “Annexure -

I”. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company.

*The information provided for Associate Companies in Form AOC-1 are based on Figures as provided from 1^st January, 2^015 to 31^st December, 2015. Further there were no significant transaction made by associates during the period under review with the Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report has been attached separately with this Annual Report, as required under Listing Agreement with Stock Exchange.

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

Details of Loans, Guarantee or Investments under Section 186 of Companies Act, 2013 are provided in the notes to the Financial Statements.

7. DISCLOSURE UNDER THE COMPANIES ACT, 2013

a) Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in prescribed Form MGT-9 is Annexed as Annexure II.

b) Number of Board Meetings

The Board of Directors met 19 (Nineteen) times during the financial year 2015-16. The details of the Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing elsewhere as a separate section in this Annual Report.

c) Composition of Audit Committee

BLS has an Audit Committee comprises of Two Independent Directors One Non-Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Director(s) are accomplished professional(s) having diverse knowledge across various fields in wide areas. The Company Secretary is the Secretary of the Committee.

During the year ended 31^st March, 2016 the Committee met 5 (Five) times. The attendance of the members attended the meeting are as under:

Name of the Member	Designation	No. of Meetings attended
Mr. Tarun Roy	Chairman	5
Mr. Vinod Aggarwal	Member	5
Ms. Shivani Mishra	Member	5

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

During the year all the recommendations of the Audit Committee were accepted by the Board.

d) Capital Structure: During the year under review, no changes were made in the share capital of the Company.

8. BUSINESS OUTLOOK

In Indian business scenario the consular support industry is relatively young (at around a decade and half) but has witnessed significant changes. The western nations were the first to outsource, and initially outsourced Embassy tenders piecemeal, but the recent trend has been of global/regional tenders. Eastern nations are also following suit and are becoming significant markets as world travel traffic grows and travel to these nations increases.

At the same time, security has become even more important, with biometric data capture (alongside visa application) being used to verify/validate visa applications. BLS has tied up with world’s leading technology providers to ensure specific technology expertise in this domain.

Other trends include mobile biometric capture as well as joint visa application centers.

BLS entered the business in 2005 with the Embassy of Portugal. The basic idea was that it could offer to take on the tedious administrative part of the visa issuance process. This would relieve the missions of this very time consuming administrative task and allow them to focus on the key decision making task - i.e. whether an applicant should or should not be granted a visa.

Over the years, BLS International has serviced a host of client governments including Denmark, India, Bangladesh, etc. In the past 10 years, the company has developed a highly differentiated solutions portfolio including dedicated visa and passport application centers, verification and attestation services, web based modules (for appointment scheduling and online payment collection), biometrics solutions development, online electronic travel advisory assistance, etc.

9. AWARD & RECOGNITION

BLS is a Winner of 10^th Hospitality India and Explore the World Annual International Awards in 2014 for providing Excellent Services in Visa Passport Outsourcing and Allied Services Globally. It is known for fulfilling its Commitments with the Stakeholders.

10. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES Whistle Blower Policy/Vigil Mechanism

In compliance with the requirement of the Companies Act, 2013 and Listing Regulation, the Company has established Whistle Blower Policy / Vigil mechanism policy and the same is placed on the website of the Company.

The employees of the Company are made aware of the said policy at the time of joining the Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statement in terms of section 134 of the Companies Act, 2013:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

12. DIRECTORS AND KEY MANAGERIAL PERSON

During the year under review Mr. Ram Prakash Bajpai and Ms. Shivani Mishra were appointed as Independent Director of the Company w.e.f. 9^th June 2015 and 30^th June, 2015 respectively, who were further regularized for a period of 5 (Five) Years in the AGM held on 30^th September, 2015. Further, Mr. Ram Murti & Mr. Chetnaya Shanker have resigned from the Board in terms of section 168 of the Companies Act, 2013 w.e.f. 30^th June 2015.

Board of directors in their meeting held on 1st February, 2016 have appointed Mr. Praveen Kumar Goyal as Independent Director of the Company who tendered his resignation from the Board w.e.f. 22^nd March, 2016.

Further Mr. Tarun Roy Independent Director of the Company has resigned from the Board w.e.f 27^th May, 2016.

Mr. Shikhar Aggarwal has joined the Board as Joint Managing Director of the Company w.e.f. 17^th June, 2016.

13. SECRETARIAL AUDIT

In terms of Section 204 of Companies Act, 2013 and Rules made there under, M/s. Abhishek Sethiya &

Associates, Company Secretaries has been appointed as Secretarial Auditors of the Company. The report of Secretarial Auditor has been enclosed as Annexure - III.

14. DISCLOSURE AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2015

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

- During the year under review, the Company has only one Managing Director, Mr. Diwakar Aggarwal. The ratio of the remuneration of Mr. Diwakar Aggarwal to the median remuneration of the employees of the company for the financial year 2015-16 is 3:1

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

- During the year under review, the percentage increase in the remuneration of Whole Time Director, CFO & the Company Secretary are as follows:

S. No.	Name of Key Managerial Person	Designation	% increase in Remuneration
1.	Mr. Diwakar	Managing	Nil
	Aggarwal	Director
2.	Ms. Prerna	Company	Nil
	Bisht	Secretary

3. The percentage increase in the median remuneration of employees in the financial year;

- During the year under review, the percentage increase in the median remuneration of employees is 15%.

4. The number of permanent employees on the rolls of company;

- As on March 31, 2016 the total number of permanent employees on the rolls of company are 142 (One Hundred Forty Two only).

5. (a) The explanation on the relationship between average increase in remuneration and company performance;

- Your Company has registered a growth of 12.22 % in terms of revenue and 30.95 % in profit on consolidated basis has been recorded during the year under review. Keeping in view company performance and individual performance, increase in the remuneration is justified.

(b) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.

- During the year under review the growth rate of Company has been satisfactory in the opinion of your Board. Further KMP has been withdrawing a justified remuneration against the performance of the Company.

6. Variations in the market Capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

- The Net Worth of the Company as on 31st March, 2016 and previous financial year are as follows:

Standalone (Value in Rs. Million)

S. No.	Particulars	As on March 2016 Value in Rs.	As on March 2015 Value in Rs.	Variation	%
1	Net Worth	142.91	130.82	12.09	9.24
Consolidated				(Value in Rs. Million)
S. No.	Particulars	As on March 2016 Value in Rs.	As on March 2015 Value in Rs.	Variation	%
1	Net Worth	1187.48	834.99	352.49	42.21

7. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

- Average percentage increase made in the salaries of the Employees other than the Managerial personnel in the Financial Year 2016 was 15% via a vis moderate increase of salaries of Managerial Personnel to the extent of 20%.

8. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company;

- During the year under review, the Company has registered a growth of 26.02% in terms of revenue. Keeping in view company performance and individual performance, increase in the remuneration is justified.

9. The key parameters for any variable component of remuneration availed by the directors;

- There is no variable component in the remuneration of KMP’s

10. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

- During the year under review, the average ratio of remuneration of the employees receiving remuneration compare to the highest paid director is 1.88:1.

15. EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and Listing Obligations, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review.

Further a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning, such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

16. AUDITORS

i. Auditors and their Report: - M/s P. Bholusaria & Co., Chartered Accountants, (FRN - 000468N), New Delhi the Statutory auditors of the Company will hold office until the conclusion of the ensuing Annual General Meeting.

The Auditor’s Report does not have any qualification and is self- explanatory, hence does not call for any comment of Board.

17. RISK MANAGEMENT POLICY

During the year under review, the Company has adopted a policy on identification of risk & minimization of risk. This policy has been approved by the Board. The more details on the same is given in the Corporate Governance Report.

18. REMUNERATION POLICY

During the year under review, the Company has adopted a policy on Directors Appointment and remuneration of Directors and senior management employees. This policy has been approved by the Nomination & Remuneration Committee of the Board. The more details on the same is given in the Corporate Governance Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of the Companies under the Companies Act, 2013 is appended as Annexure IV.

20. SUBSIDIARY COMPANIES

Pursuant to the Section 136 of the Companies Act, 2013, which has exempted Companies from attaching the Annual Reports and other particulars of subsidiary companies along with the Annual Report of the Company:

1. M/S. BLS INTERNATIONAL FZE

However, a statement giving certain information as required is being placed along with the Consolidated Accounts.

The financial statements of the subsidiary are kept for inspection by the shareholders at the Corporate Office of the Company.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

23. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of the remuneration which exceed the limits as prescribed under section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Since your Company does not own any manufacturing facility & is engaged in the real estate activities, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

However during the year under review; the total foreign exchange used was Rs. 12,18,293/- and the total foreign exchange earned was Rs. 14,90,12,169/25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under SEBI (LODR) Regulations, 2015 forms part of this Report.

27. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, as stipulated under SEBI (LODR) Regulations, 2015 with Stock Exchanges, forms part of this Report. The requisite certificate from the M/s. Neha Seth & Associates, Company Secretary in Practice, having their office at 202, Naveen Apartments Opp Sainik Vihar Pitampura, New Delhi, confirming compliance with the conditions of corporate governance, is available on the website of the Company http://bisinternational.com/ under the head "Investors Section".

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude for the valuable assistance and co-operation extended by the bankers, vendors, customers, advisors and the general public and also for the valued efforts and dedication shown by the Company employees at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.

For and on behalf of the Board M/s. BLS International Services Limited

Nikhil Gupta

Place: New Delhi Managing Director

Date: August 13, 2016 (DIN: 00195694)