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

1. FINANCIAL HIGHLIGHTS

*EBIDTA includes other income

2. REVIEW OF OPERATIONS (FY 2025 - 26)
Consolidated

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

Standalone

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

366.78% y-o-y, as compared to Rs. 2,196.47 Lakhs in
the previous year.

3. STATE OF THE COMPANY’S AFFAIRS

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

BLS International holds global certifications including
CMMI DEV ML5 V3.0, SVC ML5 V3.0, ISO 9001:2015,
ISO 27001:2022 and ISO 14001:2015. It has been
recognised among India’s Most Valuable Companies
by Business Today, Forbes Asia’s Best Under a Billion,
Fortune India’s Next 500, and Fortune India’s Emerging

100.Today, the company operates on a global scale,
delivering comprehensive consular, biometric, and
citizen service solutions.

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

During the financial year under review, the Company

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

Based on the 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, 2026.
The Final Dividend shall be payable post Shareholders’
approval at the 42^nd Annual General Meeting.

The dividend, if approved, by members in the 42^nd Annual General Meeting (AGM) shall be paid to the eligible members of
the Company within 30 days from the date of the 42^nd 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.bisinternationai.com/assets/pdf/poiicies/
Dividend Distribution Poiicv.pdf

7. TRANSFER TO RESERVES

Consolidated

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

Standalone

The ciosing baiance of retained earnings of the
Company for FY 2025-2026, after aii appropriation and
adjustments was Rs. 2,829.69 Lakhs.

8. SHARE CAPITAL

A. Authorized Share Capital

During the financiai year under review, there
was no change in the Authorized Share Capitai
of the Company. On March 31, 2026, the
Authorized share capitai of the Company was Rs.

50,00,00,000/- (Rupees Fifty Crores oniy) divided
into 50,00,00,000 (Fifty Crore) equity shares of Re.
1/- (Rupee One) each.

B. Paid up Share Capital

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

9. LISTING AT STOCK EXCHANGE

During the year under review, the Company voiuntariiy
deiisted it’s securities from the Metropoiitan Stock
Exchange of India Limited (“MSEI”). The Equity Shares
of the Company got deiisted from the Capitai Market
Segment of the Exchange w.e.f Aprii 08, 2025.

Further, the shares of the company are currentiy iisted
on the Nationai Stock Exchange of India Limited (NSE)
and BSE Limited (BSE) and traded on the said Exchanges
under the scrip code/symboi as given beiow:

i) BSE Scrip Code: 540073

ii) NSE Scrip Symboi: BLS

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

10.SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES

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

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

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

The details of Subsidiaries and Step-Down subsidiaries
which are consolidated as on March 31, 2026 are
mentioned in the note of the Consolidated Financial
Statements of the Company.

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

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

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 (39^th) 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 43^rd
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 2025-2026, seeking explanations or
comments from the Board. The Statutory Auditors
have not reported any incident of fraud to the Audit
Committee of the Company during the year under
review.

b) Secretarial Auditors

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

Financial Year 2025-26 to 2029-30.

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

Pursuant to SEBI circular vide no. CIR/CFD/
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 Aadifidelis Solutions Private
Limited, Material Step down subsidiaries of the
Company incorporated in India is forming part of
this Directors’ Report for the financial year ended
March 31, 2026 are given in Annexure - III.

c) Internal Auditors

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

i.e. for the financial year 2025-26. The scope of
work and authority of the Internal Auditors is as
per the terms of reference approved by Audit
Committee. The Internal Auditors monitors and
evaluates the efficiency and adequacy of internal
control system in the Company, its compliance
with operating systems, accounting procedures
and policies of the Company. Significant audit
observation and recommendations along with
corrective actions thereon have been presented
to the Audit Committee of the Board, from time to
time.

Pursuant to the provisions of section 138 of the
Companies Act, 2013, the Board has approved the

appointment of M/s. Nangia & Co. LLP, Chartered
Accountants, as Internal Auditors of the Company
to conduct Internal Audit of the Company for the
financial year 2026-27 at their meeting held on
May 19, 2026.

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

The details of Loan, Investments and Guarantees
covered under the provisions of Section 186 of the
Act have been disclosed in Note to the 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, 2026 in Form MGT-7 is
available on the website of the Company at https://www.
bisinternationai.com/sharehoider-generai-meeting

17. AWARD & RECOGNITION

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

18. DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

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

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

(d) they have prepared the Accounts for the financial
year ended March 31, 2026 on a ‘going concern
basis’;

(e) they have laid down internal financial controls to

be followed by the Company and such Internal
Financial Controls are adequate and operating
effectiveiy;

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

19. DISCLOSURE ON COMPLIANCE WITH
SECRETARIAL STANDARDS

During the year under review, the Company has
compiied with the appiicabie Secretariai Standards
applicable to the meeting of the Board of Directors
and Sharehoiders. The Company has devised proper
system to ensure compiiance with the provisions of aii
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 Articies of Association
of the Company, Mr. Shikhar Aggarwai (DIN: 06975729),
Joint Managing Director of the Company, being longest
in the office is liable to retire by rotation at ensuing 42^nd
Annual General Meeting of the Company and being
eligible, has offered himseif for re-appointment.

i. Inductions,_Re-appointment._Change_in

Designation, Retirements & Resignations

Re-appointment

A. Mr. Nikhil Gupta. Managing Director

During the year under review, pursuant
to recommendation of Nomination and
Remuneration Committee, the Board of
Directors of the Company at their meeting
heid on August 05, 2025, has re-appointed
Mr. Nikhii Gupta (DIN: 00195694), as
Managing Director of the Company with effect
from February 01, 2026, subject to approvai of
the sharehoiders of the Company vide speciai
resoiution. Subsequentiy, the sharehoiders
of the Company at their 41^st Annual General
Meeting heid on September 16, 2025 approved
his re-appointment with requisite majority.

Appointment

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

During the year under review, pursuant to
the recommendation of Nomination and

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

Change in Designation

A. Mr. Karan Aggarwal, Non-Executive Director

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

B. Mr. Diwakar Aggarwal, Chairman - Executive
Director

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

Subsequently, the members of the Company,
at their 41st Annual General Meeting held on
September 16, 2025, has approved his change
in terms of appointment w.e.f. August 05,
2025.

Retirement/ Cessation

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

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

Re-Appointment

A. Ram Sharan Prasad Sinha, Independent
Director

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

B. Mr. Shikhar Aggarwal, Joint Managing Director

Pursuant to recommendation of Nomination and
Remuneration Committee, the Board of Directors
of the Company at their meeting held on August 07,

2026 has approved re-appointment of Mr. Shikhar
Aggarwal (DIN: 06975729), as Joint Managing
Director of the Company with effect from June 17,

2027 at such remuneration approved by Board,
subject to approval of the shareholders of the
Company at their ensuing Annual General Meeting.

Appointment

A. Mr. Manoj Joshi, Independent Director

Pursuant to the recommendation of Nomination

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

ii. Declaration by Independent Director

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

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

In the opinion of the Board, all the Independent
Directors fulfill and meet the criteria of
independence as provided under the Companies
Act, 2013 and Rules made thereunder, read with
the SEBI (LODR) Regulations and are independent
of the management and possess requisite
qualifications, experience, and expertise and hold
highest standards of integrity to discharge the
assigned duties and responsibilities as mandated
by Act and Listing Regulations diligently. Disclosure
regarding the skills /expertise/competence
possessed by the Directors is given in detail in the
Report on Corporate Governance forming part of
this Annual Report.

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

conducted by the IICA pursuant to Companies Act
and rules made thereunder.

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

The Company issues a formal letter of appointment
to the Independent Directors, outlining their role,
function, duties and responsibilities, the format
of which is available on the 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 web
link viz. www.blsinternational.com/bls-policies

21. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

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

b) Committee Meetings:

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

1) Audit Committee,

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee,

4) Corporate Social Responsibility Committee,

5) Risk Management Committee,

6) Business and Finance Committee.

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

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

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

Pursuant to provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the particulars of remuneration
to the Directors and employees of the Company and
the details of the ratio of remuneration of each director
to the median 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. Diwakar Aggarwal, Executive Director of the
Company drew remuneration of Rs.201.35 Lakhs
from BLS International Services Singapore PTE
LTD. in the capacity of Director.

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

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

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

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

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

The criteria for performance 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, 2026
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.
bisintemationai.com/bis-poiicies

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 Annuai 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 heaithy environment to aii the empioyees
and thus does not toierate 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 Redressai) Act,
2013 and Ruies framed thereunder, the Company has
formuiated and impiemented a poiicy on prevention,
prohibition and redressai of complaints related to
sexuai harassment of women at the workpiace. The
same is piaced on the website of the Company. (http://
www.bisinternationai.com ).

The Company has aiso constituted an Internai
Complaints Committee (ICC) of the Company to
consider and resoive aii sexuai harassment compiaints
reported by women. The Committee aiso inciudes
externai members with reievant experience. More than
haif of the totai members of ICC are women pursuant
to the Sexuai Harassment of Women at Workpiace
(Prevention, Prohibition and Redressai) Act, 2013.

As per the provisions of sections 21 and 22 of the Sexuai
Harassment of Women at Workpiace (Prevention,
Prohibition and Redressai) Act, 2013, the report on the
detaiis of the number of cases fiied with the Internai
Compiaint Committee of the Company under sexuai
harassment and their disposai is as under:

27.STATEMENT ON MATERNITY BENEFIT
COMPLIANCE:

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

28.NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178 of Companies Act,
2013 and Reguiation 19 of the SEBI Listing Reguiations,
as amended from time to time, the Board of Directors
has framed a Nomination and Remuneration Poiicy
which iays down a framework in reiation to appointment
and remuneration of Directors, Key Manageriai
Personnei and Senior Management of the Company.
The Poiicy broadiy iays down the guiding principies,
phiiosophy and the basis / criteria for payment of
remuneration to Executive and Non-executive Directors
(by way of sitting fees and commission), Key Manageriai
Personnei and Senior Management etc. The Poiicy

aiso provides criteria for determining quaiifications,
positive attributes and Independence of Director and
criteria for appointment of Key Manageriai Personnei /
Senior Management and performance evaiuation which
are considered by the Nomination and Remuneration
Committee and the Board of Directors whiie making
seiection of the candidate.

The saiient features of Nomination and Remuneration
Poiicy of the Company are outiined in the Corporate
Governance Report which forms part of this Annuai
Report. The above poiicy has been piaced on the
website of the Company. www.bisinternationai.com/
bls-policies

29.CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formuiated CSR poiicy in terms of
provision of Section 135(4) of the Companies Act,
2013 read with Ruie 6 of Companies (Corporate Sociai
Responsibiiity Poiicy) Ruies, 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, handioom, etc.
through various trainings and programs.

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

The Company’s CSR Policy statement and annual
report on the CSR activities undertaken during the
financial year ended March 31, 2026 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.bisinternationai.com/bis-poiicies

30.PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

Aii Related Party Transactions that were entered during
the Financial Year ended on March 31, 2026, 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, aii related party transactions
have been piaced before the Audit Committee for
their prior approvai. Further, omnibus prior approvai
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 approvai so granted are piaced before the
Audit Committee for reviewing on a quarteriy basis.

During the year under review, the Company has not
entered into any contracts/ arrangements/ transactions
with reiated parties which quaiify as materiai in
accordance with the Poiicy of the Company on
materiaiity of reiated party transactions. Accordingiy,
the disciosure of Reiated Party Transactions as
required under Section 134(3)(h) of the Companies Act,
2013 read with Ruie 8 of the Companies (Accounts)
Ruies, 2014 in Form AOC-2 is not appiicabie. The
details of the related party transactions as per Indian
Accounting Standards (Ind AS) are set out in Note of the
Standalone Financial Statements of the Company and

the poiicy on reiated party transaction, as formuiated
by the Board is avaiiabie on the Company’s website.
www.bisinternationai.com/bis-poiicies

31.INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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

The Internai Auditors routineiy conduct system check
and audit and give their report after evaiuation of
the efficacy and adequacy of internai controi system
inciuding controis with respects to the financiai
statements, its compiiance with operating systems,
accounting procedures and poiicies in the Company.
Based on the report of Internai Audit the departments
undertake corrective action in their respective areas
and thereby strengthen the controis. 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
pubiic within the meaning of Section 73 of the Act and
Companies (Acceptance of Deposits) Ruies, 2014.

33. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Company aiways endeavors to reduce energy
consumption and achieve conservation of resources.
However, since your Company does not own any
manufacturing faciiity / production piants and is not
engaged in the reai estate activities, the requirements
pertaining to disclosure of particulars relating to
Conservation of Energy, Research & Deveiopment
and Technoiogy Absorption, as prescribed under
Companies (Disclosure of particulars in the Report of
Board of Directors) Ruies, 1988, are not appiicabie to
the Company.

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

34. DETAILS IN RESPECT OF FRAUD REPORTED
BY AUDITORS:

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

35. MAINTENANCE OF COST RECORDS:

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

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

Not Applicable

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

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

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

Not applicable.

39. CORPORATEGOVERNANCE REPORT

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

40. EMPLOYEES STOCK OPTION SCHEME

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

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

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

41. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The top one thousand iisted entities based on market
capitaiization, is required to annex the Business
Responsibility and Sustainability Report (“BRSR”)
in their Annuai Report for the financiai year 2025-26
containing disciosures on the environmentai, sociai
and governance principies, in the format as may be
specified by the SEBI from time to time.

As mandated by the Securities and Exchange Board
of India (‘SEBI’), the Business Responsibiiity and
Sustainabiiity Report (‘BRSR’) of the Company forms
part of the Annuai Report is annexed as Annexure -VI.

42. Independent Practitioner’s Assurance Report
on BRSR

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

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

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

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

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

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

During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule

16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.

46. Acknowledgement

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

Your Company has been able to perform better with
the continuous improvement in all functions and areas,
coupled with an efficient utilization of the 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

Diwakar Aggarwal

Chairman
DIN:00144645

Date: August 07, 2026
Place: New York

1

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

^A acquired by BLS International Services Singapore PTE Ltd. (Step Down Subsidiary of the Company). Further, consequent
to said acquisition, existing subsidiaries of Beijing Biaoshi Enterprise Consulting Co. Ltd i.e. Beijing Biaoshi Private Entry-
Exit Service Co., Ltd., Chengdu Biaoshi Private Entry Exit Service Co., Ltd., Guangzhou Biaoshi Private Entry Exit Service
Co., Ltd., Hangzhou Biaoshi Private Entry Exit Service Co., Ltd., Shanghai Biaoshi Private Entry Exit Service Co., Ltd.,
Beijing Kang Cheng Entry & Exit Service Co. Ltd., Guangzhou Kang Cheng exit & entry Co. Ltd., Shanghai Hai Rui Exit &
Entry Co., Ltd., Chengdu Kang Cheng Exit & Entry Co., Ltd. became the Step Down Subsidiaries of the Company
#acquired by Visametric Vize Hizmetleri ve Daniqmanlik Diq TicaretAnonim §irketi (Step Down Subsidiary of the Company)
$acquired by BLS UK Hotels (Step down subsidiary of the Company)

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

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

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

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

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