|
To
The
Members,
BLS
E-Services
Limited
Your
Directors
take
pleasure
in
presenting
the
Tenth
(10
th)
Annual
Report
of
BLS
E-Services
Limited,
on
the
business
and operations of the Company along with the Audited Consolidated and Standalone Financial Statements for the Financial Year ended
March
31,
2026.
?
FINANCIAL HIGHLIGHTS
(Amount
in
Rs.
Lakhs)
|
Particulars
|
Consoli
dated
|
Standa
lone
|
|
|
31.03.2026
|
31.03.2025
|
31.03.2026
|
31.03.2025
|
|
Revenue
from
Operations
|
1,11,779.13
|
51,935.33
|
8,734.68
|
6,682.57
|
|
Other
Income
|
2,500.48
|
2,565.51
|
1,338.56
|
1,903.47
|
|
Total
Income
|
1,14,279.61
|
54,500.84
|
10,073.24
|
8,586.04
|
|
Earnings before Interest, Depreciation, Taxation
&
Amortization
and
Exceptional
item
(EBIDTA*)
|
9,986.82
|
8,611.22
|
2,452.84
|
3,955.14
|
|
Less:
Finance
cost
|
67.01
|
75.09
|
15.80
|
217.43
|
|
Depreciation
|
626.84
|
622.60
|
85.28
|
67.93
|
|
Exceptional
Items
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Profit
before
Tax &
Minority
Interest
|
9,292.97
|
7,913.53
|
2,351.76
|
3,669.78
|
|
Less:
Tax
Expenses
|
2,366.28
|
2,032.33
|
605.14
|
925.33
|
|
Profit
after
Tax
|
6,926.69
|
5,881.20
|
1,746.62
|
2,744.45
|
|
Total
other
Comprehensive
Income
|
(2.26)
|
14.30
|
11.37
|
(31.53)
|
|
Total
Profit
|
6,924.43
|
5,895.50
|
1,757.99
|
2,712.92
|
*EBIDTA
includes
other
income
?
REVIEW OF OPERATIONS (FY 2025- 26)
Consolidated
During
the
year
under
review,
total
income
increased
by 109.68%
y-o-y
at
Rs.
1,14,279.61
lakhs
as
compared to
Rs.
54,500.84
lakhs
in
the
previous
year.
Earnings before Interest, Depreciation, Taxation & Amortization and
Exceptional
Item
('EBIDTA')
was
at
Rs.
9,986.82 lakhs
as
compared
to
Rs.
8,611.22
lakhs
in
the
previous
year.
Profit
after
tax
('PAT')
for
the
year
stood
at Rs.
6,926.69
lakhs
as
compared
to
Rs.
5,881.20
lakhs
in
the
previous
year.
Standalone
Total
income
increased
to
Rs.
10,073.24
lakhs
as
compared
to
Rs.
8,586.04
lakhs
in
the
previous
year.
EBIDTA
stood
at
Rs.
2,452.84
lakhs
as
compared
to
Rs.
3,955.14
lakhs
in
the
previous
year.
PAT
for
the year stood at Rs. 1,746.62 lakhs as compared to Rs. 2,744.45 lakhs in the previous year.
?
STATE OF THE COMPANY'S AFFAIRS
BLS
E-Services
Limited
is
a
technology
enabled
digital service
provider,
providing
(i)
Business
Correspondents,
(ii) Assisted E-Services; and (iii) E-Governance Services at
grass
root
levels
in
India.
The
Company
act
as Business
Correspondents
to
provide
banking
products and services on behalf of major banks in India. Further, we provide assisted E-Services through retailers and
digital
stores.
We
also
facilitate
delivery
of
various
e-governance initiatives of the State Governments in
India by providing various information communication
technology enabled citizen centric services.
?
CHANGE IN NATURE OF BUSINESS
During
the
financial
year
under
review,
there
is
no
change
in
the
nature
of
business
of
the
Company.
?
DIVIDEND
During
the
financial
year
under
review,
the
Company
delivered
strong
financial
performance.
In
view
of
this performance, the Board declared an interim dividend of 5%
(Rs.
0.50/-
per
equity
share)
on
February
5,
2026.
Further, based on the Company's performance, your Directors
are
pleased
to
recommend
for
approval
of
the
members, a Final Dividend of 5% (Rs 0.50/- per equity share) for the Financial Year ended March 31, 2026. The Final Dividend shall be payable post Shareholders'
approval
to
be
obtained
at
the
10th
Annual
General
Meeting.
|
Particulars
of
Dividend
|
Per
share
(in
Rs.)
|
Final
dividend declared
(as
%
of
par
Value)
|
Final
Dividend
amount
(in
Rs.)
|
Beneficial
name
at
the
end
of
business
hours
on
|
|
Final
Dividend
|
Rs.
0.50
|
5%
|
Rs.
4,54,28,242.5
|
September
8,
2026
|
The dividend, if approved, by shareholders in the 10
th
Annual General Meeting (AGM) shall be paid to the eligible shareholders
of
the
Company
within
30
days
from
the
date
of
the
10th
AGM.
?
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
the
website
of
the
Company and accessible by clicking on the following link:
?
TRANSFER TO RESERVES
For details, please refer to the 'Other Equity' Section
included
as
note
no.
19
in
the
Standalone
Financial
Statements and as note no. 19 in Consolidated Financial Statements forming an integral part of this Annual
Report.
?
SHARE CAPITAL
?
Authorized Share Capital
During
the
financial
year
under
review,
there
was
no
change
in
the
Authorized
Share
Capital
of the Company. As on March 31, 2026, the
Authorized
Share
Capital
of
the
Company
was
Rs. 1,10,00,00,000/- (Rupees One Hundred Ten Crores only) divided into Rs. 11,00,00,000 (Eleven Crores)
equity
shares
of
Rs.
10/-
(Rupee
Ten
only).
?
Paid up Share Capital
During
the
financial
year
under
review,
there was
no
change
in
the
paid
up
Share
Capital
Eight Lakh Fifty Six Thousand Four Hundred and Eighty Five) equity shares of Rs. 10/- (Rupees Ten)
each
as
on
March
31,
2026.
?
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During
the
year
under
review,
the
provision
of
section 125(2) of the Companies Act, 2013 ('
the Act
') does
not
apply
as
the
company
was
not
required
to
transfer
any amount or shares to the Investor Education and
Protection
Fund
(IEPF)
established
by
the
Central
Government of India. The Company has designated the Company
Secretary
of
the
Company
as
'Nodal
Officer'
for
the
purposes
of
IEPF
related
matters.
?
LISTING AT STOCK EXCHANGE
The
shares
of
the
Company
are
listed
on
the
main
board of National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f. February 06, 2024 and are
traded
on
the
said
Exchanges
under
the
scrip
code/
symbol
as
given
below:
?
BSE Scrip Code: 544107
?
NSE Scrip Symbol: BLSE
The Annual Listing fees for the current financial year have been paid to the Stock Exchanges.
?
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES AND CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2026, your Company has the following Subsidiaries, including step-down Subsidiaries:-
of
the
Company.
The
issued,
subscribed
and
paid
up
Share
Capital
of
the
Company
stood
at
S.
No.
Name of Subsidiary (including
step down Subsidiaries)
%
of
holdings
Rs. 90,85,64,850/- (Rupees Ninety Crores Eighty-
Five
Lakh
Sixty
Four
Thousand
Eight
Hundred
and
Fifty
only)
divided
into
9,08,56,485
(Nine
Crore
?
Zero Mass Private Limited 90.94
?
Starfin India Private Limited 100
|
S.
|
Name of Subsidiary (including
|
% of
|
|
No.
|
step down Subsidiaries)
|
holdings
|
|
1.
|
Zero Mass Private Limited
|
90.94
|
|
2.
|
Starfin India Private Limited
|
100
|
|
3.
|
BLS
Kendras
Private
Limited
|
100
|
|
4.
|
Aadifidelis
Solutions
Private Limited
|
57
|
|
5.
|
Sai
Finent
Advisory
Private
Limited
|
57
|
Considering
the
criteria
mentioned
under
Regulation
16 and 24 of the SEBI Listing Regulations, during the financial year under review, Zero Mass Private Limited and Aadifidelis Solutions Private Limited were identified as Material Subsidiaries of
the
Company,
and
the
Company
has
complied
with all the requirements specified under the SEBI Listing Regulations
with
respect
to
Subsidiaries.
Further,
the Company
did
not
have
any
joint
ventures
or
associate
companies.
The Consolidated Financial Statements of the Company
&
its
subsidiaries
which
forms
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,
the
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 (
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
These
statements
present
the
financial
position
and
performance
of
the
Company
and
its
subsidiaries
as
a
single
economic
entity.
?
COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During
the
year
under
review,
no
companies
have
become or ceased to be Subsidiaries, Joint Ventures, or
Associate
Companies
of
the
Company.
Subsequent to the year under
review, the Company
has
successfully
completed
the
acquisition
of
100%
equity
shares
of
Atyati
Technologies
Private
Limited
on
July
02,
2026
and
it
has
become
the
wholly-owned
subsidiary
of
the
Company.
?
MANAGEMENT DISCUSSION AND ANALYSIS
Management
Discussion
and
Analysis
(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.
?
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 have an impact on the going concern status and Company's operations in
future.
?
AUDITORS
?
Statutory Auditors
In
terms
of
Section
139
of
the
Act,
read
with
Companies
(Audit
and
Auditors)
Rules,
2014,
Members of the Company, in 7th Annual General Meeting held on September 15, 2023 had appointed
M/s.
S.S.
Kothari
Mehta
&
Co.
LLP, Chartered Accountants (FRN: 000756N/N500441), as Statutory Auditors of the Company for a term of
Four
(4)
Consecutive
Years,
commencing
from the
conclusion
of
7
th
Annual
General
Meeting (AGM)
until
the
conclusion
of
the
11th
AGM
of
the Company
to
be
held
in
the
financial
year
2027-28 and
they
continue
to
be
the
Statutory
Auditors
of the
Company.
Further, the Statutory Auditors have issued their Auditors'
Report
on
the
Financial
Statements
of
the
Company
for
Financial
Year
2025-2026. The
Report
does
not
contain
any
qualifications
or
adverse
comments,
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.
?
Secretarial Auditors
Pursuant to Regulation 24A of SEBI Listing
Regulations
and
in
terms
of
Section
204
of
the
Companies Act, 2013 and applicable Rules made thereunder, the shareholders of the Company at
their
meeting
held
on
September
15,
2025
had
appointed 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 from FY 2025-26 till FY
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
herewith
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.
The Company has submitted the Annual Secretarial
Compliance
Report
for
the
financial
year
ended
March
31,
2026,
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.
In
terms
of
provisions
of
Regulations
24A
of
SEBI Listing Regulations, the Secretarial Audit Report
of
material
subsidiaries
of
the
Company
for
the
financial
year
ended
March
31,
2026
as
issued
by
M/s
AVS
and
Associates,
Company
Secretaries,
Secretarial Auditors of Zero Mass Private Limited and Aadifidelis Solutions Private Limited are annexed herewith as
Annexure- III
and forming
part
of
this
Directors'
Report.
?
Internal Auditors
Pursuant
to
the
provisions
of
Section
138
of
the
Act
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 the recommendation of
Audit
Committee,
at
their
meeting
held
on May
14,
2025
had
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
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 re-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.
?
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.
?
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
?
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:
?
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;
?
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;
?
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;
?
they have prepared the Accounts for the financial year ended March 31, 2026 on a 'going concern basis';
?
they have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;
?
proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
?
DISCLOSURE ON COMPLIANCE WITH
SECRETARIAL
STANDARDS
The
Company
has
devised
proper
system
to
ensure
compliance with the provisions of all applicable
Secretarial
Standards
(including
SS-I
and
SS-II
on
Board and General Meetings) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
?
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
?
Directors and Key Managerial Personnel (KMP)
In
accordance
with
the
provisions
of
Section
152
of
the
Companies
Act,
2013
and
Articles
of
Association of the Company, Mr. Diwakar Aggarwal (DIN: 00144645), Non-Executive Director of the
Company,
being
longest
in
the
office
is
liable
to
retire by rotation at ensuing 10
th
Annual General
Meeting
of
the
Company
and
being
eligible,
has
offered
himself
for
re-appointment.
There
was
no
change
in
composition
of
the
Board
during
the
financial
year
2025-26.
?
Inductions, Re-appointments, Retirements & Resignations
Re-
appointment
Pursuant to the recommendation of the Nomination and Remuneration Committee and the
Board,
the
shareholders
of
the
Company,
at its meeting held on September 15, 2025, have approved re-appointment of Mr. Rahul Sharma (DIN: 06879073), as Executive Director (Whole-Time
Director)
of
the
Company,
for
a term of three (3) consecutive years with effect from
June
26,
2026.
Appointment
Pursuant to recommendation of Nomination
and Remuneration Committee, the Board of
Directors
of
the
Company
at
their
meeting
held on
August
06,
2026
has
appointed
Dr.
Savita
(DIN:
08764773)
and
Mr.
Sarthak
Behuria
(DIN:
03290288)
as
Additional
Directors
in the
category
of
Non
Executive
Independent
Director(s)
with
effect
from
August
06,
2026, and
recommended
to
the
shareholders
for
their approval, their appointment as Independent Director(s)
for
the
period
of
5
(five)
consecutive
years
i.e.
from
August
6,
2026
to
August
5,
2031, not liable to retire by rotation, under the
provisions
of
the
Companies
Act,
2013.
Change
in
Key
Managerial
Personnel
(KMP)
During
the
year
under
review,
Mr.
Sameer
Kumar, Company Secretary and Compliance Officer of the Company (Key Managerial Personnel) resigned w.e.f May 13, 2025 and
Mrs.
Neha
Baid
was
appointed
as
Company
Secretary and Compliance Officer of the
Company
w.e.f
May
14,
2025.
?
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 Companies Act, 2013 (
'the Act'
) and Regulation 16(1)(b) of the SEBI Listing Regulations.
In
accordance
with
the
aforesaid
provisions,
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
Listing
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,
Rules
made
thereunder,
read
with
the SEBI
Listing
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
the
Companies Act, 2013 and SEBI Listing Regulations
diligently.
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.
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.
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 terms and conditions of appointment of Independent Directors, outlining their role, function, duties and responsibilities, is available
on
the
Company's
website
at
?
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.
Company's Policy on familiarization programmes
of
Independent
Directors
along
with
the
details of
familiarisation
programme
carried
out
during
FY 2025-26 can be accessed on the weblink viz.
?
BOARD & COMMITTEE MEETINGS
?
Board Meetings:
The
Board
met
5
(Five)
times
during
the
financial
year
2025-2026.
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.
?
Committee Meetings:
During
the
year
under
review,
the
Board
has
7
(Seven)
Committees
viz:
1)
Audit
Committee
?
Nomination & Remuneration Committee,
?
Stakeholder Relationship Committee, 4) Corporate Social Responsibility Committee 5) Risk Management Committee 6) Business and
Finance Committee and 7) IPO 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
this
Annual
Report.
During the year under review, all recommendations of Audit Committee were accepted by the Board of
Directors.
?
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
and
details
regarding top 10 employees in respect of remuneration
paid
is
annexed
herewith
as
'
Annexure-
IV
'
to
this
Report.
No Executive Director of the Company was in receipt of
any
remuneration
or
commission
from
any
holding company
or
subsidiary
company
of
the
Company
for
the
Financial
Year
2025-26
and
hence
disclosure
of
details
in the Board Report pursuant to Section 197(14) of the Act
is
not
applicable.
?
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant
to
Section
134(3)
of
the
Companies
Act,
2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI Listing Regulations,
the
Board
of
Directors
has
conducted
an
annual assessment of its own performance, Board,
Committees and Individual Directors. The performance of
the
board
was
evaluated
based
on
the
criteria
such as Board composition and structure, effectiveness of board processes, information and functioning, etc.
The
Board
of
Directors
also
evaluated
the
functioning/ performance of Audit Committee, Stakeholders Relationship
Committee,
Nomination
&
Remuneration Committee, Risk Management Committee and Corporate
Social
Responsibility
Committee
by
seeking
inputs
from
the
Committee
members
with
regard
to
composition, effectiveness of committee meetings, etc. 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
also
held
on
February
05,
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.
?
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The
Company
has
in
place
a
whistle
blower
policy
to
provide
a
mechanism
for
its
employees
to
report
any concern to the Chairman of the Company's
Audit
Committee.
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
?
RISK MANAGEMENT POLICY
Pursuant to provisions of Regulation 21 of SEBI Listing Regulations, the Company has in place a Risk Management Policy to identify and evaluate business
risks
and
opportunities.
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,
which
forms
part
of
Annual
Report.
?
PREVENTION OF SEXUAL HARASSMENT
The
Company
is
committed
to
provide
a
safe
and respectful work environment for all our employees and
has
constituted
an
Internal
Complaints
Committee
under
the
Sexual
Harassment
of
Women
at
Workplace (Prevention,
Prohibition
and
Redressal)
Act,
2013
(
'POSH
Act'
).
The
report
on
the
details
of
the
number
of
cases
filed with the Internal Complaint Committee of the Company under
POSH
Act
and
their
disposal
for
the
year
under
review
is
as
under:-
|
Particulars
|
Number
|
|
Number
of
cases
pending
as
on
the
beginning
of
the
financial
year
|
Nil
|
|
Number
of
complaints
filed/received
during
the
year
|
NIL
|
|
Number
of
complaints
disposed
off
during
the
year
|
NIL
|
|
Number
of
cases
pending
as
on
the
end
of
the
financial
year
|
NIL
|
|
Number
of
cases
pending
for
more
than
ninety
days,
if
any
|
NIL
|
?
STATEMENT ON COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
During
the
year
under
review,
the
Company
has
complied
with
the
applicable
provisions
of
Maternity
Benefit
Act,
1961.
?
NOMINATION AND REMUNERATION POLICY
The
Company
has
in
place
policy
on
Appointment
and
Remuneration
of
Director(s)
(including
criteria for
making
payments
to
Non-Executive
Directors),
KMP(s)
and
SMP(s)
and
other
matters
provided
in
Section 178(3) of the Companies Act, 2013. 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
?
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.
During
the
year
under
review,
the
Company
had
spent
a
total
of
Rs.
33,00,000
on
CSR
activities
through
its implementation partner, Sansthanam Abhay
Daanam,
in
line
with
Section
135(4)
of
the
Companies
Act,
2013
and
Rule
6
of
the
Companies
(Corporate
Social Responsibility Policy) Rules, 2014. Of the total expenditure, Rs. 17,00,000 was allocated to Women Empowerment initiatives focused on livelihood skills,
including
sewing,
weaving,
tailoring
and
handloom,
computer
training
programs
designed
to
increase awareness
and
employability
among
women.
The
remaining
Rs.
16,00,000
was
spent
on
Healthcare
initiatives
emphasizing
traditional
and
preventive
healthcare practices, specifically naturopathy and yoga camps and the provision of ayurvedic medicines.
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 at
?
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS
WITH
RELATED
PARTIES
All
contracts/
arrangements/
transactions
entered
by the Company during the FY 2025-26 with related parties
were
on
an
arm's
length
basis
and
in
the ordinary course of business under Section 188 of the Act. Further as per SEBI Listing Regulations, all related party
transactions
have
been
placed
before
the
Audit
Committee
for
their
prior
approval.
Furthermore,
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
The
policy
on
related
party
transaction,
as
formulated
by
the
Board
is
available
on
the
Company's
website
at
?
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The
Company
has
in
place
a
proper
and
adequate
internal control system commensurate with the
size
and
nature
of
its
business
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.
Based
on
the
report
of
Internal
Audit
the
departments undertake corrective action in their respective areas and
thereby
strengthen
the
controls.
All
financial
and audit control systems are also reviewed by the Audit Committee
of
the
Board
of
Directors
of
the
Company.
?
DEPOSITS
During the financial 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.
?
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:
Sr.
Particulars
Financial
Year
ended
No.
March
31,
2026
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.
?
Foreign Exchange Earned / Inflow
?
Foreign Exchange Used / outgo
Nil Nil
?
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.
?
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
for
the
financial
year
ended
March
31,
2026.
?
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes affecting the financial
position
of
the
Company,
after
the
close
of
FY
2025-26
till
the
date
of
this
Report.
?
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
during
the
year
along
with
their
status
as
at
the
end
of
the
financial
year
is
not
applicable.
?
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
?
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
compliance
with
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.
?
EMPLOYEE STOCK OPTION SCHEME
The
Board
of
Directors
of
the
Company
in
its
meeting
held
on
February
12,
2024
has
approved
the
BLS
E-Services
Employees
Stock
Option
Scheme-2024
(
'Scheme'
) which was further approved by the Members
of
the
Company
through
postal
ballot
(Remote
E-voting
process)
on
May
3,
2024.
The
Scheme
is
being
implemented
through
a
trust
route
viz.
BLS
E-Services
Employees
Welfare
Trust
in accordance with SEBI (Share Based Employee Benefits
&
Sweat
Equity)
Regulations,
2021
('SEBI
SBEB
&
SE
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.
The
applicable
disclosures
as
stipulated under the SEBI SBEB & SE Regulations as on March
31,
2026
is
available
on
the
website
of
the
Company
at
link
The
Company
has
received
a
certificate
from
the Secretarial Auditors that the scheme is being implemented
in
accordance
with
SEBI
SBEB
&
SE Regulations. The certificate would be placed at the 10
th
Annual
General
Meeting
for
inspection
by
the
members.
?
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant
to
Regulation
34(2)
(f)
of
the
SEBI
Listing Regulations, the Business Responsibility and Sustainability Report ('BRSR') containing disclosures of company's
initiative
on
the
environmental,
social
and governance
perspective
in
the
format
specified
by
the SEBI
is
available
as
a
separate
Section
of
this
Annual
Report.
The
same
is
also
available
on
the
website
of
the
Company
?
DISCLOSURE ABOUT UTILIZATION OF INITIAL PUBLIC OFFER PROCEEDS
During the quarter ended March 31, 2026, the shareholders of the Company vide special resolution passed in the Extra-Ordinary General Meeting ('EGM') held on March 16, 2026, have approved the change and variation
in
the
objects
of
the
issue,
as
outlined
in
the Prospectus dated February 2, 2024. Specifically, the Company has reallocated Rs 13,800 lakhs towards a newly
added
object
of
'Acquisition
of
Equity
Shares
in
Atyati
Technologies
Private
Limited'.
Your
Company
discloses
to
the
Audit
Committee,
the uses/application of proceeds/funds raised from
the
initial
public
offer
(IPO)
on
quarterly
basis.
The
Company has appointed CRISIL Limited as the
Monitoring
Agency
in
terms
of
Regulation
41
of
the
Securities
and
Exchange
Board
of
India
(Issue
of
Capital and Disclosure Requirements), Regulations
2018
('ICDR
Regulations'),
as
amended
from
time
to time, to monitor the utilization of IPO proceeds. The
Company
has
obtained
monitoring
reports
from
the
Monitoring Agency on a quarterly basis on utilization
of
IPO
proceeds.
The
Company
has
submitted
the
statement(s)
as
required
under
Regulation
32
of
the
SEBI
Listing
Regulations
and
Monitoring
Agency
Reports to both the exchanges where the equity shares of
the
Company
are
listed,
namely
the
National
Stock Exchange
of
India
Limited
(NSE)
and
BSE
Limited
(BSE). Further,
Company
has
not
raised
any
funds
through
any further issue during the financial year ended March 31,
2026.
?
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.
?
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.
?
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 E-Services Limited
Shikhar
Aggarwal
Chairman and Non-Executive Director DIN:
06975729
Rahul
Sharma
Executive
Director
&
CFO
DIN:
06879073
Date:
August
6,
2026 Place:
New
York
Date:
August
6,
2026 Place:
New
Delhi
|