The Board of Directors (“Board") are delighted to present
the First Annual Report of Bluspring Enterprises Limited (“the
Company" or “Bluspring") along with the audited financial
statements (Standalone and Consolidated) for the period ended
March 31, 2025 in compliance with the applicable provisions
of the Companies Act, 2013 (“the Act") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations").

Your Company was incorporated on February 1 1, 2024, as
a wholly-owned subsidiary of Quess Corp Limited (“QCL").
During the year under review your Company entered into a
composite scheme of arrangement amongst QCL, Digitide
Solutions Limited and their respective shareholders and
creditors whereby the businesses of QCL had demerged as
below (“Demerger Scheme"):

• Quess Corp Limited: Workforce Management
(Demerged Company)

• Digitide Solutions Limited: BPM solutions, Insurtech and
HRO business (Resulting Company 1)

• Bluspring Enterprises Limited: Facility Management,
Industrial Services and Investments (Resulting Company
2/ the Company)

The Hon’ble NCLT, Bengaluru Bench passed its order on
March 4, 2025 approving the Demerger Scheme which was
effective from March 31, 2025. The Appointed Date of the
Demerger Scheme was April 1, 2024.

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

In accordance with the Demerger Scheme, 14,89,49,413 equity
shares were issued and allotted by the Board of Directors of the
Company on April 21,2025 to the shareholders of QCL as per
the share entitlement ratio as consideration for the demerger.
As such, the eligible shareholders of QCL as per record date of
April 15, 2025, received one fully paid-up equity share of the
Company for every fully paid-up equity share they held in QCL
on April 21, 2025.

On June 11,2025 your Company was successfully listed on the
BSE Limited (BSE Scrip Code: 544414) and the National Stock
Exchange of India Limited (NSE Symbol: BLUSPRING).

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

2. TRANSFER TO RESERVES:

There was no amount proposed to be transferred to the
reserves during the year under review.

3. TRANSFER OF UNCLAIMED DIVIDEND/
UNPAID DIVIDEND/ SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 and 125 of the
Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, dividend, if not claimed for a period of seven years
from the date of transfer to the unpaid dividend account
of the Company and its corresponding shares, are liable
to be transferred to the Investor Education and Protection
Fund (“IEPF").

I n accordance with the Demerger Scheme and share
entitlement ratio provided therein, the Company on
April 21, 2025 allotted one fully paid-up equity share for
every fully paid-up equity share held by the shareholder
in QCL as on April 15, 2025 (i.e. the record date).

Consequently, in cases where shareholders of QCL had
their shares transferred to the IEPF for prior periods, a
corresponding number of shares of the Company were
also transferred to the IEPF Authority. Any corporate benefit
associated with these shares emanating for subsequent
periods would be credited to the IEPF Authority’s account.

There is no other obligation for the period under review to
transfer unpaid dividends and shares to the IEPF Authority.

4. DIVIDEND:

The Board of Directors have not recommended any
dividend for the year under review.

The Dividend Distribution Policy adopted by the Company,
in accordance with the provisions of Regulation 43A
of the SEBI Listing Regulations is available on the
Company’s website at https://bluspring.com/wp-content/
uploads/2025/05/7.-Dividend-Distribution-policy.pdf

5. SUBSIDIARIES, ASSOCIATE COMPANIES
AND JOINT VENTURES:

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

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

Pursuant to the provisions of Section 129(3) of the Act,
a separate statement containing the salient features of
the financial statements of all subsidiaries / associate
companies / joint ventures of the Company (in Form AOC
- 1) is attached to the financial statements of the Company.

I n terms of Section 134 of the Act and Rule 8(1) of the
Companies (Accounts) Rules, 2014, the financial position
and performance of the subsidiaries are given as an
annexure to the Consolidated Financial Statements in
Form AOC-1.

Further, pursuant to the provisions of Section 136 of the
Act, the standalone and consolidated financial statements
of the Company along with audited financial statements of
the subsidiaries, are available on the Company’s website
at: https://bluspring.com/flnancial-information/

The Company has a policy for determining materiality
of subsidiaries and the same is uploaded on the
Company’s website which can be accessed using
the following link- https://bluspring.com/wp-content/
uploads/2025/05/12.-Policy-for-determining-
Material-Subsidiaries.pdf

There has been no material change in the nature of
business of the subsidiaries of the Company.

Details pertaining to entities that became and ceased to
be subsidiaries/ joint ventures/ associates of the Company
during the year under review are also provided in the
notes to the Consolidated Financial Statements, forming
part of this Report.

A report of the salient features and a summary of the
financial performance of each of the subsidiaries of the
Company are presented below:

Monster.com (India) Private Limited

Monster.com (India) Private Limited (“Monster") is a
subsidiary of the Company with its registered office situated
in Hyderabad, Telangana, India. Monster was incorporated
under the Companies Act, 1956 on November 07, 2000.
Monster has evolved from being a ‘job board’ to a global
provider of everything a candidate needs for a successful
career. Leveraging its technological capabilities, it seeks
to connect people with the right job opportunities for over
two decades.

During the Financial Year ended March 31,2025, Monster
reported a total revenue of ' 1,016 million and a net loss
of ' 676 million against a revenue of '1,248 million and a
net loss of ' 662 million in FY24.

Terrier Security Services (India) Private Limited

Terrier Security Services (India) Private Limited (“Terrier")
is a subsidiary of the Company with its registered office
situated in Bengaluru, Karnataka, India. Terrier was
incorporated under the Companies Act, 1956 on May 11,
2009. Terrier is one of India’s top 10 security solutions
providers. With 3 allied business verticals—Terrier Security
Services, Terrier Electronic Security and Terrier Business
Solutions, it offers a complete bouquet, covering the entire
spectrum of security solutions such as manned guarding,
electronic security services, loss prevention, training, and
background verifications.

During the Financial Year ended March 31, 2025, Terrier
reported a total revenue of ' 6,228 million and a net profit
of ' 68 million against a revenue of ' 5,839 million and a
net profit of ' 62 million in FY24.

Vedang Cellular Services Private Limited

Vedang Cellular Services Private Limited (“Vedang") is
a subsidiary of the Company with its registered office
situated in Mumbai, Maharashtra, India. Vedang was
incorporated under the Companies Act, 1956 on April 05,
2010. Vedang is engaged in the business of providing
training, consultancy, advisory, engineering, installation
and commissioning services in the field of cellular
wireless telecom.

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

Trimax Smart Infraprojects Private Limited

Trimax Smart Infraprojects Private Limited (“Trimax")
is a wholly owned subsidiary of the Company with its
registered office situated in Bengaluru, Karnataka, India.
Trimax was incorporated under the Companies Act, 2013
on July 13, 2017. Trimax is engaged in the business of
service provider, contractor, supplier, vendor, system
integrator, consultant, hardware software and technology
provider upon award of a contract by Government, State
Governments, Statutory Authorities, Municipal Authorities
and City or Town Development Authorities.

During the Financial Year ended March 31,2025, Trimax
reported a total revenue of ' 35 million and a net profit of
' 38 million against a revenue of ' 139 million and a net
profit of ' 38 million in FY24.

6. SIGNIFICANT DEVELOPMENTS IN FY25:

a) Composite Scheme of Arrangement

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

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

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

b) Change in Share capital:

• Authorised Share Capital:

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

• Paid-up Share Capital:

In accordance with the Demerger Scheme;

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

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

c) Listing at BSE Limited and National Stock
Exchange of India Limited

I n terms of the Demerger Scheme, 14,89,49,413 equity
shares of the Company were listed and commenced
trading on BSE Limited and National Stock Exchange of
India Limited, effective June 11,2025.

7. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Pursuant to Section 186 of the Act and Schedule V to the
SEBI Listing Regulations, disclosure on particulars relating
to Loans, Guarantees and Investments are provided as
part of the Notes to financial statements.

8. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis report as
prescribed under Part B of Schedule V read with Regulation
34(3) of the SEBI Listing Regulations is provided in a
separate section and forms part of this Report.

9. DIRECTORS AND KEY MANAGERIAL
PERSONNEL KMP’S:

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

a) Non-Executive Directors

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

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

During the year, Mr. Gopalakrishnan Soundarajan
(DIN:05242795) was appointed as a Non-Executive
Director based on the recommendation of Nomination and
Remuneration Committee effective from April 21, 2025.
The shareholders approved his appointment through
Extra-Ordinary General Meeting, conducted in
accordance with applicable provisions of the Act, read
with the applicable Rules, Secretarial Standards, and

the SEBI Listing Regulations, on July 18, 2025, by the
requisite majority.

During the year under review, the Non-Executive Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, and
reimbursement of expenses incurred by them to attend
meetings of the Board/ Committees of the Company.

b) Independent Directors

The Company appointed the following Independent
Directors:

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

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

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

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

The shareholders approved appointment of
Mr. Sanjay Anandaram, Mr. N Suresh Krishnan and
Ms. Srivathsala K.N. on March 31, 2025 through
Extra-Ordinary General Meeting by the requisite majority
for a term of five consecutive years with effect from the
date of appointment i.e. from March 28, 2025 to the end
of March 27, 2030.

Mr. Dinkar Gupta was appointed as an Independent
Director based on the recommendation of Nomination and
Remuneration Committee effective from April 21, 2025.
The shareholders further approved his appointment on
July 18, 2025 through Extra-Ordinary General Meeting by
the requisite majority for a term of five consecutive years
with effect from the date of appointment i.e. from April 21,
2025 to the end of April 20, 2030.

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

c) Executive Directors

Mr. Kamal Pal Hoda (DIN: 09808793) was re-designated
as Chief Executive Officer & Executive Director as per
the recommendation of Nomination and Remuneration
Committee (“NRC") on March 31, 2025 approved by the
Board of Directors in the meeting held on March 31, 2025.
The shareholders approved his appointment through
Extra-Ordinary General Meeting, conducted in
accordance with applicable provisions of the Act, read
with the applicable Rules and Secretarial Standards, on
March 31,2025, by the requisite majority with effect from
April 01, 2025.

None of the Directors of the Company are disqualified
from being appointed as Directors under Section 164(2)
of the Act and Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

d) Director retiring by rotation

I n accordance with the provisions of Section 152 of the
Act read with rules made thereunder and the Articles of
Association of the Company, Mr. Ajit Abraham Isaac (DIN:
00087168), Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting (“AGM")
and being eligible, has offered himself for re-appointment.
A resolution seeking shareholders’ approval for his
re-appointment forms part of the AGM Notice.

e) Key Managerial Personnel

During the year, Mr. Kamal Pal Hoda was re-designated as
Chief Executive Officer and Executive Director, based on
the recommendation of the Nomination and Remuneration
Committee on March 31, 2025, and approved by the
Board of Directors at its meeting held on the same day.
His appointment became effective from April 1, 2025,
was subsequently approved by the shareholders at
the Extra-Ordinary General Meeting (“EGM") held on
March 31,2025.

Mr. Prapul Sridhar was appointed as the Chief Financial
Officer of the Company based on the recommendation
of the Nomination and Remuneration Committee and
approval of the Board on March 31, 2025. His appointment
became effective from April 1, 2025.

Mr. Arjun Makhecha was appointed as the Company
Secretary and Compliance Officer of the Company
based on the recommendation of the Nomination
and Remuneration Committee on April 21, 2025 and
approved by the Board of Directors at its meeting held

on the same day. His appointment became effective from
April 21,2025.

As at the date of this report, the Key Managerial Personnel
of the Company includes: Mr. Kamal Pal Hoda, CEO &
Executive Director; Mr. Prapul Sridhar, Chief Financial
Officer; and Mr. Arjun Makhecha, Company Secretary and
Compliance Officer.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
information and explanations received from the Company,
confirm that:

a) in the preparation of the annual financial statements
for the period ended March 31,2025, the applicable
accounting standards have been followed and there
are no material departures from the same;

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

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) they have prepared annual accounts of the Company
on a going concern basis;

e) t hey have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

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

11. ANNUAL BOARD EVALUATION AND
FAMILIARIZATION PROGRAMME FOR
BOARD MEMBERS:

Pursuant to the provisions of Section 134 of the Act,
and Regulation 19 of the SEBI Listing Regulations, an
annual performance evaluation of the Board, Board
level Committees, and Individual Directors should
be conducted, in order to ensure that the Board and
Board level Committees are functioning effectively and
demonstrating good governance.

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

The Independent Directors are regularly informed during
meetings of the Board and Committees about the business
strategy, activities, manufacturing operations, updates on
the industry, and regulatory developments. On May 30,
2025, a familiarization program was conducted for all the
independent directors of the Company where they were
familiarized with the Company’s business, operations,
business plans, strategy, functions, policies and
procedures and performance of its subsidiaries. Details of
the familiarization programs provided to the Directors are
mentioned in the Report on Corporate Governance and
the above details can be accessed in the web-link i.e.
https://blusprinq.com/disclosure-under-requlation-46/ .

12. AUDITORS & AUDITORS’ REPORT:

a) Statutory Auditors

Pursuant to the provisions of Section 139 (6) of the Act and
the rules framed thereunder, M/s. Deloitte Haskins & Sells,
Chartered Accountants (Firm Registration No.008072S)
were appointed as First Statutory Auditors of the Company
by the Board at its meeting held on February 15, 2024 to
hold office until the conclusion of the 1^st Annual General
Meeting of the Company.

The Board has duly examined the Statutory Auditors’
Report to the audited financial statements for period ended
March 31, 2025, which is self- explanatory. Clarifications,
wherever necessary, have been included in the notes to
the Financial Statements section of the Annual Report.

The Statutory Auditors issued an unmodified opinion on
the standalone and consolidated financial statements
of the Company for the period ended March 31, 2025.
Further, the Statutory Auditors also issued an unmodified
opinion on internal financial controls with reference to the
financial statements (standalone and consolidated) for the
period ended March 31, 2025. The Auditors Report is
enclosed with the financial statements in this Report.

During the year under review, the Auditors have not
reported to the Audit Committee any instances of
fraud committed against the Company by its officers
or employees under Section 143(12) of the Act and
therefore no details are required to be disclosed under
Section 134(3) (ca) of the Act.

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

b) Secretarial Auditors

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

The Secretarial Audit Report for FY25 is annexed as
'Annexure 1' and forms an integral part of this report.
The Secretarial Audit Report does not contain any
qualification or adverse remark for the year under review.

During the year under review, the Secretarial Auditors
have not reported to the Audit Committee any instances
of fraud committed against the Company by its officers
or employees under Section 143(12) of the Act and
therefore no details are required to be disclosed under
Section 134(3) (ca) of the Act.

Based on the recommendation of the Audit Committee
at its meeting held on July 31, 2025, and as approved
by the Board of Directors in its meeting held on the
same date, the Board has proposed for the approval of
the shareholders, the appointment of M/s. V. Sreedharan
& Associates, Company Secretaries (Firm Registration
No. P1985KR14800), as the Secretarial Auditors of
the Company to conduct secretarial audit for a period
of five (5) years commencing from FY 2025-26 to FY
2029-30. The appropriate resolution seeking approval
of the Shareholders for the appointment of Secretarial
Auditors forms part of the Notice convening the 1^st AGM
of your Company.

c) Internal Auditors

Based on the recommendation of the Audit Committee at
its meeting held on April 21,2025, the Board has approved
in its meeting held on the same date the appointment of
M/s. Grant Thornton Bharat LLP (Firm Registration Number:
AAA-7677) as the Internal Auditors of the Company for
FY2025-26 to conduct the audit on the basis of a detailed
internal audit plan which is finalized in consultation with the
Audit Committee. The Internal Auditors submit its findings
and report to the Audit Committee of the Company on a
quarterly basis.

d) Cost Audit

Maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the
Act, is not applicable to the Company and accordingly,
such accounts and records are not maintained.

13. RISK MANAGEMENT:

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

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

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

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

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

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

The Risk Management policy, as approved by the Board,
is displayed on the official website of the Company
and can be accessed by using the link - https://
bluspring.com/wp-content/uploads/2025/05/4.-Risk-
Management-Policy.pdf

14. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY:

The Company maintains a robust Internal Control
System (ICS), meticulously aligned with the provisions
of the Act and tailored to the scale, scope, and intricacy
of its business operations. The Board of Directors
have established internal financial controls through
comprehensive policies and procedures duly adopted by
the Company. These measures ensure the smooth and
effective functioning of its business, compliance with all
pertinent laws, regulations, and directives from regulatory
bodies, protection of assets, authorisation of transactions,

prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and the timely
preparation of reliable financial information.

M/s. Grant Thornton Bharat LLP conducts internal audit
reviews, with the scope and authority stipulated by the
Audit Committee. To maintain independence, the Internal
Auditor reports directly to the Chairman of the Audit
Committee. The Internal Auditor diligently monitors and
evaluates the efficiency of the Company’s internal control
system, ensuring adherence to laws and accounting
policies. The Management meticulously reviews these
reports and implements corrective actions to bolster
controls. Summaries of periodic audit findings are
presented to the Audit Committee.

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

15. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered during FY25 were
on an arm’s length basis and in the ordinary course of
business. There were no material significant Related Party
Transactions entered by the Company during the year that
required shareholders approval under Section 188 of the
Act or Regulation 23 of the SEBI Listing Regulations.

The Audit Committee reviews all related party
transactions entered into by the Company on a quarterly
basis. Pursuant to Regulation 23(9) of the SEBI Listing
Regulations, the Company has filed reports on related
party transactions with the Stock Exchange(s).

None ofthe transactions with related parties fall under the scope
of Section 188(1) of the Act. The information on transactions
with related parties, if any, pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 are given in 'Annexure 2' in Form AOC-2 and the
same forms part of this report. Details pertaining to the
related party transactions entered during the year under
review are also provided in the notes to the Financial
Statements, forming part of this Report.

The Company has adopted a policy for dealing with
Related Party Transactions and is made available on
the Company’s website at - https://bluspring.com/
wp-content/uploads/2025/05/8.-_Policy-on-Criterial-
for-determining-RPT.pdf

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

a) Policy on Director’s Appointment and
Remuneration

In compliance with the provisions of Section 178(3) of the
Act and Regulation 19 of the SEBI Listing Regulations,
the Board, on the recommendation of the Nomination
and Remuneration Committee has approved the criteria
for determining qualifications, positive attributes, and
independence of Directors in terms of other applicable
provisions of the Act and the rules made thereunder, both
in respect of Independent Directors and other Directors, as
applicable. The Board has adopted a policy which provides
for the appointment of Directors, viz. educational and
professional background, general understanding of the
Company’s business dynamics, global business and
social perspective, personal achievements and Board
diversity, removal and remuneration of Directors, Key
Managerial Personnel (“KMP") and Senior Management
Personnel and also on succession planning and
evaluation of Directors. The policy on remuneration
is available on our website at: https://bluspring.
com/wp-content/uploads/2025/05/11.-Nomination-
and-Remuneration-Policy.pdf

b) Board Diversity

The Company believes that building a diverse and
inclusive culture is integral to its success. A diverse
Board will leverage differences in thought, perspective,
knowledge and industry experience and geographical
background, age, ethnicity, race, gender, knowledge and
skills including expertise in financial, global business,
leadership, technology, mergers & acquisitions, Board
service, strategy, sales and marketing, Environment, Social
and Governance (ESG), risk and cybersecurity and other
domains, to help us retain our competitive strength.

The Board recognizes importance of diverse composition
and has therefore adopted a Board Diversity Policy.
The Board has evaluated the policy with the purpose
of ensuring adequate diversity in its Board of Directors,
which enables them to function efficiently and foster
differentiated thought processes at the back of varied
industrial and management expertise. The policy is
made available on the Company’s website which can
be accessed at the web link - https://bluspring.com/
wp-content/uploads/2025/05/3.-Policy-on-Board-
Diversity.pdf

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

17. CRITERIA FOR MAKING PAYMENTS TO NON¬
EXECUTIVE DIRECTORS:

The criteria for making payment to Non-Executive Directors is
available on the website ofthe Company at - https://bluspring.
com/wp-content/uploads/2025/05/11.-Nomination-
and-Remuneration-Policy.pdf

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

In accordance with the Demerger Scheme, your Company
has formulated a Special Purpose SOP 2025 viz., ‘Bluspring
Enterprises Limited - Special Purpose Stock Ownership
Plan 2025’ (“Special Purpose SOP 2025"/ “Plan") to grant
restricted stock units (“RSU's") to the eligible employees
who were granted RSU’s by QCL under the Quess Stock
Ownership Plan 2020 (“QSOP 2020") and who were
transferred to the Company pursuant to such demerger
on terms not prejudicial or less favorable to than those
provided under the QSOP 2020.

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

19. PARTICULARS OF EMPLOYEES:

The Company is required to give disclosures under Section
197(12) of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, which is annexed as 'Annexure 3' and forms
an integral part of this Report.

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

20. CORPORATE GOVERNANCE:

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

21. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY:

In compliance with Section 177(9) of the Act and Regulation
22 of SEBI Listing Regulations, the Company has a Whistle
Blower Policy and has established the necessary vigil
mechanism for Directors and employees in confirmation
with the above laws, to report concerns about unethical
behaviour, violations of system, actual or suspected fraud
or grave misconduct by the employees. The details of the
Policy have been disclosed in the Corporate Governance
Report, which forms part of this report and is also available
on the website of the Company - https://bluspring.com/
wp-content/uploads/2025/06/Whistle-Blower-Policy.pdf

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

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

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

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

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

• “Switch off when not in use” Policy ensures that
all non-essential electrical appliances and lighting
are turned off during non-working hours to reduce
energy waste.

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

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

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

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

• Expenditure in foreign currency: ' 1.11 million

• Earnings in foreign currency: ' 31.83 million

23. CORPORATE SOCIAL RESPONSIBILITY

(“CSR”):

The Board has constituted a Corporate Social
Responsibility (CSR) Committee to monitor the
implementation of CSR activities within your Company.
and also has in place a CSR Policy, which is available
on the Company’s website at https://bluspring.com/
wp-content/uploads/2025/05/6.-CSR-Policy.pdf

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

24. DEPOSITS:

Your Company has not accepted any deposits under
Chapter V of the Act during the financial year and as such,
no amount on account of principal or interest on deposits
from public is outstanding as on March 31,2025.

25. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE RREGULATORS/
COURTS/ TRIBUNALS:

There was no instance of any significant and material
orders passed by the Regulators, Courts or Tribunals that
would impact the going concern status and Company’s
operations in the future.

26. DEBENTURES:

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

27. MEETINGS OF THE BOARD:

The Board met ten (10) times during the period under
review. The particulars of the meetings held and
attendance of the Directors in the meetings are detailed
in the Corporate Governance Report that forms part of
this Report.

28. ANNUAL RETURN:

I n terms of Section 92(3) read with Section 134(3)(a) of
the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the annual return as on
March 31, 2025 is available on the Company’s website
at - https://bluspring.com/investor-other-information/

29. INFORMATION REQUIRED UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013:

Your Company is committed to provide a safe and
conducive work environment to its employees and has
zero tolerance for any actions which may fall under the
ambit of sexual harassment at the workplace.

Your Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act") and
the rules thereunder. There are regular sessions offered to
all employees to increase awareness on the topic and the
Committee and other senior members have undergone a
training session.

An Internal Complaints Committee, known as the
Prevention of Sexual Harassment (POSH) Committee,
has been constituted to enquire into complaints, and to
recommend appropriate action, wherever required, in
compliance with the provisions of the POSH Act. Details of
complaints pertaining to sexual harassment that was filed,
disposed-off and pending during the financial year are
provided in the Report on Corporate Governance, which
forms part of this Report.

30. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for
the Directors and senior management of the Company.
As prescribed under Regulation 17 of the SEBI Listing
Regulations, a declaration signed by the CEO and
Executive Director affirming compliance with the Code
of Conduct by the Directors and senior management
personnel of the Company for FY25 forms part of the
Corporate Governance Report.

31. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT:

No material changes and commitments which could affect
your Company’s financial position have occurred between
the end of the financial year of your Company and date of
this report other than those specified in this report.

32. CYBER-SECURITY:

The Company is maintaining a secure digital environment
as a top priority. As we continue to expand across
facility management, food services, security services,
and industrial and telecom infrastructure maintenance,
cybersecurity remains central to protecting our operations,
client data, and service delivery. Following our demerger
from QCL, we have strengthened our focus on securing
both cloud-based and traditional IT systems.

Our cybersecurity approach is guided by globally
recognized standards, ensuring that security practices
align with business goals and compliance requirements.
A dedicated cybersecurity council oversees policies,
regularly reviewing risks and adapting to evolving threats
across on-premises and cloud environments.

We proactively assess risks related to both infrastructure
and third-party vendors, ensuring security throughout our
digital ecosystem. These assessments inform the ongoing
enhancement of our security framework to address
emerging challenges in cloud and hybrid operations.

We adopt a layered security strategy designed to
protect data, systems, and networks. Measures include
controlled access, data protection protocols, continuous
system monitoring, and strong endpoint security across all
platforms.

Our incident response plans are regularly tested and
updated to ensure readiness against potential cyber
incidents. Business continuity measures, including
automated backup and recovery capabilities, safeguard
operational stability in the face of disruptions.

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

Ongoing employee training ensures that all staff remain
vigilant against cyber threats and are equipped to follow
best practices for securing Company systems and data.

We enforce strict security standards for all vendors and
partners who interact with our systems, ensuring that they
meet our compliance and risk management expectations.

Cybersecurity remains an essential pillar of the Company’s
operational resilience. Through strong governance,
continuous improvement, recognized certifications, and
a security-first culture, we protect our assets, client trust,
and service excellence in an evolving digital landscape.

33. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.

34. OTHER DISCLOSURES:

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

• There were no instances where the Company
required the valuation for one-time settlement or
while taking the loan from the Banks or Financial
Institution.

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

35. ACKNOWLEDGEMENTS:

The Board wishes to place on record its sincere gratitude
and appreciation of the efforts put in by your Company’s
employees for achieving encouraging results. The Board
also wishes to thank the shareholders, distributors,
vendors, customers, bankers, government and all other
business associates forming part of the Bluspring family for
their continued support and co-operation during the year.

For and on behalf of the Board of Directors of
Bluspring Enterprises Limited

Sd/-
Ajit Isaac

Place: Bengaluru Chairman

Date: July 31,2025 DIN: 00087168