i) Pursuant to a share purchase agreement, the Company acquired 57% stake in Aadifidelis Solutions Private Limited ("ASPL") on November 26, 2024 from its promotors for a consideration of Rs.12,287.40 lakhs out of which Rs.7,785.28 lakhs was paid upfront. Additional payments of Rs. 4,502.12 lakhs are contingent upon ASPL achieving specific EBITDA milestones in the fiscal years 2024-25 and 2025-26. The Company has included Rs. 494.94 lakhs as contingent consideration related to the additional consideration in Investment in subsidiaries, which represents its fair value at the date of acquisition. ASPL enhances Company's offerings by strengthening its customer acquisition and loyalty management capabilities, enabling deeper penetration into the digital and financial services ecosystem.

b.) Rights, preferences and restrictions attached to shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share and ranking pari passu with each other. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion of the number of equity shares held by the shareholders. The dividend proposed, if any, by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend.

e.) The Company has issued and alloted following equity shares during previous financial year ended March 31, 2024:

i. The Company has undertaken a pre-lPO placement by way of private placement of 11,00,000 equity shares aggregating to Rs. 1,375 lakhs at an issue price of Rs. 125 per equity share.

ii. The equity shares of the Company got listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on February 06, 2024. The Company had received an amount of Rs 309,29.29/- lakhs being gross proceeds from fresh issue of equity shares.

Description of nature and purpose of each reserve Retained Earnings

Retained earnings are the profits that the Company has earned till date less dividends or other distributions paid to shareholders. Retained earnings is a free reserve available to the Company.

Securities premium reserve

Securities premium reserve represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act.

Re-measurement of defined benefit plans

This represents the actuarial gains/losses recognised in other comprehensive income.

37.(B) Fair value measurements

The following table provides the fair value measurements hierarchy of the Company's financial assets and liabilities:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

(i) Financial instrument measured at amortised cost

The carrying amount of financial assets and financials labilities measured at amortised cost in the financials statements are a reasonable approximation of their fair value since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

37. (C) Financial risk management- objectivies and policies

The Company's financial liabilities comprise mainly of borrowings, trade payable, lease liability and others payable. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other bank balances, loans, trade receivables and other receivables.

The Company has exposure to the following risks arising from financial instruments:

- Credit risk

- Liquidity risk; and

- Market risk

a) Risk management framework

The Company board of directors has the overall responsibility for the management of these risks and is supported by Senior Management that advises on the appropriate financial risk governance framework. The Company has the risk management policies and systems in place and are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company's audit committee oversees how management monitors compliance with the risk management policies and procedures, and reviews the adequacy of risk management framework in relation to the risks faced by the Company. The framework seeks to identify, asses and mitigate financial risk in order to minimise potential adverse effects on the Company's financial performance.

b) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation, and arises from the operating activities primarily (trade receivables) and investing activities including deposits with banks and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. A default of financial assets is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company certain about the non- recovery.The Credit risk exposure is given in note no. 10, 11, 12,13 and 14.

The Company provides for expected credit loss based on lifetime expected credit loss mechanism for cash & cash equivalent, trade financial assets, and investments-

(i) Trade & other receivables:

Customer credit risk is managed based on Company's established policy, procedures and controls. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Credit risk is reduced by receiving pre-payments. The Company has a well defined sales policy to minimize its risk of credit defaults. Outstanding customer receivables are regularly monitored and assessed. Impairement analysis is performed pased on historical data at each reporting date on an individual basis. However a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.

(ii) Financial instruments and cash deposits :

The credit risk for cash deposits with banks and cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. Also, no impairment loss has been recorded in respect of fixed deposits that are with recognized commercial banks and are not past due. The carrying amounts disclosed above are the Company's maximum possible credit risk exposure in relation to these deposits.

Other financial assets being security deposits and others are also due from several counter parties and based on historical information about defaults from the counter parties, management considers the quality of such assets that are not past due to be good.

Impairment on cash and cash equivalents, deposits and other financial instruments has been measured on the 12-month expected credit loss basis and reflects the short maturities of the exposures. The Company considers that its cash and cash equivalents have low credit risk based on external credit ratings of counterparties.

Based on the assessment there is no impairment in the above financial assets.

c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's treasury department is responsible for maintenance of liquidity, continuity of funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior management. Management monitors the Company's net liquidity position on the basis of expected cash flows vis a vis debt service fulfilment obligation.

d) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of fluctuation in market prices. These comprise three types of risk i.e. currency rate , interest rate and other price related risks. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Regular interaction with bankers, intermediaries and the market participants help us to mitigate such risk.

i) Interest rate risk and sensitivity

The Company has borrowings with the related parties at a fixed rate of interest.Therefore there is no interest rate risk.

37. (D) Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The primary objective of the Company's capital management is to maximise shareholder's value. The Company manages its capital and makes adjustment to it in light of the changes in economic and market conditions.

f. Extension and termination options:

Extension and termination options are included in a number of property leases. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations. Management considers contractual terms and conditions, leasehold improvements undertaken, costs relating to termination of lease and importance of the underlying asset to the Company's operations in determining the lease term for the purpose of recognising/ measuring the lease liabilities.

40. Share based payments

(a) Employee option plan : BLS International Limited (Parent Company)

BLS International Limited (the "Parent Company") instituted the employee stock option plan to grant equity based incentives to eligible employees of the Company and its subsidiaries. The Parent Company has a ESOP scheme, namely, BLS International Employee stock option scheme- 2023 ("ESOP 2023"). With an objective to implement the ESOP-2023, the Parent Company has formed the BLS International Employees Welfare Trust (the "ESOP Trust") to hold or possess Equity Shares and subsequently allot or transfer them to employees in accordance with the terms of the ESOP Scheme, as applicable.

BLS International Employee stock option scheme- 2023- "ESOP 2023"

BLS International Employee stock option scheme- 2023- "ESOP 2023" was approved by the shareholders of the Company in its Annual General Meeting held on September 21, 2023. The Company has granted 17,22,000 options to eligible employees of the Company including employees of subsidiary company.

The fair value of the share options is estimated at the grant date using the Black- Scholes option pricing model, taking into account the terms and conditions upon which the share options were granted. However, the above performance condition is only considered in determining the number of instruments that will ultimately vest. Options have been granted with vesting period that shall commence after minimum 1 year from the grant date and it may extend upto maximum of 3 years (as mentioned in below table) on the basis of graded vesting. Exercise period will start from date of vesting of options and shall end till one year from the date of last vesting of options granted on particular date. There are no cash settlement alternatives.

(b) Employee option plan : BLS E-Services Limited

The Company has also instituted the employee stock option plan to grant equity based incentives to eligible employees of the Company and its subsidiaries. The Company has a ESOP scheme, namely, BLS E-Services Limited Employee stock option scheme- 2024 ("ESOP 2024"). With an objective to implement the ESOP-2024, the Company has formed the BLS E-Services Employees Welfare Trust (the "ESOP Trust") to hold or possess Equity Shares through primary allotment or acquition through secondary market and subsequently transfer them to employees in accordance with the terms of the ESOP Scheme, as applicable.

BLS E-Services Limited Employee stock option scheme- 2024 ("ESOP 2024")

BLS E-Services Limited Employee stock option scheme- 2024 ("ESOP 2024") was approved by the shareholders of the Company on May 03, 2024 through postal ballot. During FY 2024-25, the Company has granted 6,26,000 options to eligible employees of the Company including employees of subsidiary company.

The fair value of the share options is estimated at the grant date using the Black- Scholes option pricing model, taking into account the terms and conditions upon which the share options were granted. However, the above performance condition is only considered in determining the number of instruments that will ultimately vest. Options have been granted with vesting period that shall commence after minimum 1 year from the grant date and it may extend upto maximum of 5 years (as mentioned in below table) on the basis of graded vesting. Exercise period will start from date of vesting of options and shall end till one year from the date of last vesting of options granted on particular date. There are no cash settlement alternatives.

42. Title deeds of immovable property not held in the name of the Company

The Company do not have any Immovable property (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) which is not held in the name of Company.

43. Details of benami property held

The Company do not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

44. Revaluation of property, plant and equipment and intangible assets

There is no revaluation of property, plant and equipment and other intangible assets during the current year and proceeding financial year.

45. Borrowings secured against current assets

The Company has not availed any facilities from banks on the basis of security of current assets.

46. Wilful defaulter

The Company is not declared wilful defaulter by any bank or any financial instituition.

47. Relationship with struck off companies

The Company do not have any transactions with struck-off companies under section 248 of Companies Act,2013.

48. Registration of charges or satisfaction with registrar of companies (ROC)

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

49. Fund received

The Company have not received any fund from any person or entity, including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries); or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

50. Fund advanced

The Company have not advanced or loaned or invested funds to any other person or entity, including foreign entities (intermediaries) with the understanding that the intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries); or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

51. Undisclosed income

The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

52. Details of any whistle blower complaints received

The Company have not received any whistle blower complaints during the financial year.

53. Details of loans given and repayable on demand or without specifying any term or period of repayment

The Company has not given loan which is repayable on demand in current and proceeding financial year.

54. Segment information

Information about primary segment

The Company has engaged in the business of "Digital Services" includes e-governance, business correspondent and allied services and has only reportable segment in accordance with IND AS-108 'Operating segment'. The information relating to this operating segment is reviewed regularly by the key managerial personnel ('KMP') to make decisions about resources to be allocated and to assess its performance.

Geographical information

The Company has engaged in the business of providing citizen services under an e-governance projects of various state government, hence doing business within the India.

Major customers

The customers that individually contribute for more than the 10% of the revenues are as follows:

Revenue of Rs. 3432.74 lakhs (March 31, 2024 Rs. 1862.49 lakhs) are derived from two major customers.

55. Corporate social responsibilty

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% at its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act.

57. The Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility except audit trail on the database level and the same has been operating for all relevant transactions recorded in the software throughtout the year. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

58. No adjusting or significant non- adjusting events have occurred between the reporting date and date of authorization of these financial statements.

59. Dividends declared by the Company are based on the profit available for distribution. On May 14, 2025, the Board of Directors of the Company have proposed a final dividend of 1.00 per equity share in respect of the year ended March 31,2025 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in cash outflow of approximately Rs. 908.56 lakh.