BLS International Services Ltd — Proxy Solicitation & Information Statement 2022

Apr 15, 2022

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April 15, 2022

National Stock Exchange of BSE Limited, Metropolitan Stock Exchange of India Ltd. , India Ltd. , Exchange Plaza, C-1 Block G, Phiroze Jeejeebhoy Vibgyor Towers, 4[th] Floor, Plot Bandra Kurla Complex Bandra Towers, No. C62, G - Block, Opp. Trident [E], Mumbai – 400051 Dalal Street, Fort, Hotel, Bandra Kurla, Complex, Mumbai - 400 001 Bandra (E), Mumbai – 400098 NSE Scrip Symbol: BLS BSE Scrip Code: 540073 MSE Scrip Symbol: BLS

SUBJECT: Intimation of Date of Extra-Ordinary General Meeting (‘EGM’) and Notice thereof.

In continuation of our earlier corporate announcement dated April 13, 2022 and subsequent meeting of Business and Finance committee held on April 13, 2022, with consultation of Directors of the Board, please find enclosed Notice convening Extra-Ordinary General Meeting (‘EGM’) of members of BLS International Services Limited (“the Company”) scheduled to be held on Monday, May 09, 2022 at 10:30 A,M . (IST) through Video Conference (VC)/ Other Audio-Visual Means (OAVM) facility , to transact the businesses as mentioned below:.

Sr. No.	Particulars
1.	Increase in Authorized Share Capital and consequent alteration of the Memorandum of Association of the Company
2.	Issue of Bonus Equity Shares

In view of continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has, vide its Circular dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 15th June 2020, 28th September, 2020, 31st December, 2020, 23rd June, 2021 and 8th December 2021 (collectively referred to as “MCA Circulars”)permitted the holding of Extra-Ordinary General Meeting (‘EGM’) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of the MCA Circulars and SEBI Circulars, the EGM of the Company has been scheduled to be held on Monday, May 09, 2022 at 10:30 a.m. through Video Conferencing / Other Audio Visual Means (“VC/OAVM”) facility to transact the business(s) as set out in the Notice of EGM.

The Company is providing remote e-voting and e-voting facility at EGM to the members through electronic voting platform of Central Depository Services (India) Limited (CDSL). Members holding shares either in physical form or dematerialized form as on cut-off date Monday, May, 02, 2022 may cast their votes

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electronically on the resolutions included in the Notice of EGM. The remote e-voting shall commence from 09:00 am (IST) on Thursday, May 05, 2022 and shall end at 05:00 p.m. (IST) on Sunday, May 08, 2022 . The instructions on the process of e-voting, including the manner in which the members holding shares in physical form or who have not registered their e-mail address can cast their vote through e-voting, has been provided as part of Notice of EGM.

This disclosure is given pursuant to Regulations 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s), amendment(s) and re-enactment(s) thereof).

The aforesaid information will also be hosted on the website of the Company at www.blsinternational.com

Kindly take the above intimation in your records.

For BLS International Services Limited

Dharak Digitally signed by Dharak Arvind Arvind Mehta Date: 2022.04.15 Mehta 17:48:26 +05'30'

………………………..

Dharak A. Mehta Company Secretary and Compliance Officer ICSI Membership No.: ACS40502

Encl: EGM Notice

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BLS INTERNATIONAL SERVICES LIMITED

CIN - L51909DL1983PLC016907

Regd. Office : G-4B-1, Mathura Road, Extension Mohan Co-Operative Indl.Estate, New Delhi, 110044 Tel: +91 11-23310658, Fax: +91 11 23755264, Website: www.blsinternational.com , E-mail: compliance@blsinternational.net

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the Extra-Ordinary General Meeting (‘EGM’) of the Members of BLS International Services Limited will be held on Monday, May 09, 2022 at 10:30 A,M . (IST) through Video Conference (VC)/ Other Audio-Visual Means (OAVM) facility, to transact the businesses as mentioned below:

SPECIAL BUSINESS:

Resolution No. 1

Increase in Authorized Share Capital and consequent alteration of the Memorandum of Association of the Company:

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 13, Section 61 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the provisions of Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from ₹ 20,24,50,000/- (Rupees Twenty Crores Twenty four lakh and fifty thousand only) divided into 20,24,50,000 (Twenty Crores Twenty four lakh and fifty thousand) Equity Shares of ₹ 1/- (Rupee One only) each to ₹ 25,00,00,000/- (Rupee Twenty Five Crores only) divided into 25,00,00,000 (Twenty Five Crores) Equity Shares of ₹ 1/- (Rupee One only) each by creation of additional 4,75,50,000 (Four Crores Seventy Five Lakhs and Fifty thousand only) equity shares of ₹ 1/- (Rupee One only) each ranking pari passu with the existing equity share of the Company and consequently, the existing Clause V of the Memorandum of Association of the Company, be and is hereby replaced with the following new Clause V:

“The Authorised Share Capital of the Company is ₹ 25 ,00,00,000/- (Rupee Twenty Five Crores only) divided into 25,00,00,000 (Twenty Five Crores) Equity Shares of ₹ 1/- (Rupee One only) each.”

RESOLVED FURTHER THAT Mr. Shikhar Aggarwal, Joint Managing Director (DIN: 06975729) and Mr. Amit Sudhakar, Chief Financial Officer and Mr. Dharak Mehta, Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things including but not limited to filing of necessary forms/documents with the appropriate authorities and to execute all such deeds, documents, instruments, and writings as it may in its sole and absolute discretion deem necessary or expedient and to settle any question, difficulty or doubt that may arise in regard thereto.”

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Resolution No. 2

Issue of Bonus Equity Shares:

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and read with The Companies (Share Capital & Debentures) Rules, 2014 (including any statutory ‐ modification(s), amendments or re enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable provisions of regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) from time to time, (including any statutory modification(s) or re-enactment thereof from the time being in force, the enabling provisions of the Articles of Association of the Company, and pursuant to the recommendation of the Board of Directors of the Company (hereinafter referred to as “the Board”, which expression shall be deemed to include a Committee of Directors or officer(s) of the Company duly authorized in this behalf), along with consents, permissions and sanctions, if any, as may be required from Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC) and/or any other appropriate statutory regulatory authorities, government authorities or departments, institutions or bodies as may be required in this regard, approval of the shareholders be and is hereby accorded to the Board for capitalization of such sum out of free reserves and/or such other account as may be considered necessary by the Board, for the purpose of the issue of bonus equity shares of ₹ 1/- (Rupee One only) each, credited as fully paid-up equity shares to the holders of the existing equity shares of the Company in consideration of their said holding and whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), on such date (“Record Date”) as may be fixed in this regard by the Board/ Committee thereof, in the proportion of 1 (One) fully paid up equity share for every 1 (One) existing fully paid up equity share held by the Members and that the Bonus shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up Share Capital of the Company held by each such member.;

RESOLVED FURTHER THAT the equity shares of ₹ 1/- (Rupee One only) each to be issued and allotted as bonus shares shall be subject to the terms of Memorandum & Articles of Association of the Company and shall rank paripassu in all respects and carry the same rights as the existing fully paid equity shares of the Company and shall be entitled to participate in full in any dividend (s) and any other corporate actions to be declared after the bonus shares are allotted;

RESOLVED FURTHER THAT the Board be and is hereby authorized to make appropriate adjustments to the Options under the existing “BLS International Employee Stock Option Scheme- 2020” (whether vested or unvested), consequent to the issue of Bonus Shares.

RESOLVED FURTHER THAT in the case of members who hold shares or opt to receive the shares in dematerialised form, the bonus equity shares shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s) and in the case of members who hold equity shares in certificate form, the share certificate(s) in respect of the bonus equity shares shall be dispatched, within such time as prescribed by law and the relevant authorities;

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to NonResident Indians (NRIs), Overseas Citizen of India, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs), Foreign Institutional Investor (FIIs) and other foreign investors of the Company will be subject to the approval of the RBI, if applicable and as may be necessary;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, Mr. Shikhar Aggarwal, Joint Managing Director (DIN: 06975729) and Mr. Amit Sudhakar, Chief Financial Officer and Mr. Dharak Mehta, Company Secretary & Compliance Officer of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things and execute all such deeds, documents, instruments and writings as it may in its sole and

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absolute discretion deem necessary, expedient or incidental in this regard including but without limitation to file any documents with the Securities and Exchange Board of India, Stock Exchange(s) where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and/ or Concerned Authorities, applying and seeking necessary listing approvals from the Stock Exchange(s), and to settle any question, difficulty or doubt that may arise in regard thereto.”

Registered Office : G-4B-1, Mathura Road, Extension Mohan Co-Operative Indl.Estate, New Delhi, 110044

By Order of the Board For BLS International Services Limited

Place: New Delhi Date: April 13, 2022

Sd/Dharak Mehta Company Secretary & Compliance Officer

NOTES:

• a. In view of the continuing Covid-19 pandemic and social distancing norm, the Ministry of Corporate Affairs (“MCA”) has vide it’s circular dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 15th June 2020, 28th September, 2020, 31st December, 2020, 23rd June, 2021 and 8th December 2021 (collectively referred to as “MCA Circulars”) permitted the holding of the “EGM” through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of the MCA Circulars and SEBI Circulars, the EGM of the Company is being held through VC / OAVM. Hence, Members can attend and participate in the EGM through VC/OAVM only. The deemed venue for the EGM shall be the Registered Office of the Company. Instructions for attending the meeting through VC/OAVM and remote e-voting are attached.

• b. In line with the various MCA Circulars and SEBI Circulars, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories (”DP”). Members may note that the Notice of EGM will also be available on the Company's website www.blsinternational.com , website of the BSE Limited (www.bseindia.com ) National Stock Exchange of India Ltd. (www.nseindia.com) and Metropolitan Stock Exchange of India Limited (www.msei.in ) and website of Central Depository Services Ltd (evotingindia.com).

• c. E-voting shall commence on Thursday, May 5, 2022 at 09.00 A.M. (IST) and end on Sunday, May 8, 2022 at 5.00P.M. (IST). The e-voting module shall be disabled for voting thereafter. The voting rights of the Members (for voting through remote e-Voting before/ during the EGM) shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date of May 02, 2022 .

• d. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM will be held through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), (a) Members will not be able to appoint proxies for the meeting, and (b) Attendance Slip & Route Map are not being annexed to this Notice.

• e. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. Members can attend and participate in the Extra-Ordinary General Meeting through VC/OACM only.

• f. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e-voting. The

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said Resolution/Authorization shall be sent to the company by email through its registered email address at compliance@blsinternational.net

• g. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to items of Special Business is attached and forms part of this notice.

• h. Members holding shares in electronic form are requested to intimate all changes pertaining to their bank particulars, nominations, power of attorney, change of address, change of name, email address, contact numbers, etc., to their Depository Participants (DP). Changes intimated to the DP will then be automatically reflected in the Company’s record which will help the Company and M/s Beetal Financial & Computer Services Private Limited, Registrar and Transfer Agent of the Company, to provide efficient and better services. Members holding shares in physical form are also requested to intimate such changes to the Company or M/s Beetal Financial & Computer Services Private Limited.

• i. As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015) [SEBI (LODR)], as amended, securities of the listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition and re-lodged transfers of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated 2nd December, 2020 had fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Shareholders holding shares in physical form are requested to consider converting their holdings to dematerialised form.

• j. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company's Registrars, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

• k. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.

• l. Electronic copy of all documents referred to the accompanying Notice of Extra Ordinary General Meeting will be available for inspection by members in electronic mode at the Registered Office of the Company during the normal business hours on any working day and the same has also been put on the Company website www.blsinternational.com

• m. The Company has a registered E-mail address compliance@blsinternational.net for members to mail their queries or lodge complaints, if any. The Company endeavors to reply to queries at the earliest.

• n. The Securities and Exchange Board of India (SEBI) vide Circular (SEBI/HO/MIRSD/DOP1/CIR/P/2018/73) dated April 20, 2018 has mandated the submission of Permanent Account Number (PAN) and Bank details by every participant in securities market. Members holding shares in electronic form are mandatorily required to submit their PAN and Bank details to their depository participants with whom they are maintaining their D-mat accounts. Members holding shares in physical form can submit their PAN and Bank details to the Company/ RTA. Shareholders who have not updated their details are requested to send their PAN and Bank details in terms of the above said SEBI Circulars.

• o. Pursuant to Section 72 of the Companies Act, 2013, member(s) of the Company may nominate a person in whom the shares held by him/them shall vest in the event of his/ their unfortunate death. Member(s) holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s RTA. In respect of shares held in dematerialized form, the nomination form may be filed with the respective Depository Participant.

• p. If the members have any query in relation to the matters to be considered in the EGM through VC/OAVM are requested to serve the company a list of query along with their names, folio no., mobile number and email Id to

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the Company at compliance@blsinternational.net at least seven days prior to the EGM to enable the Company to keep the information ready at the Meeting.

• q. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated January 13, 2021 read with circulars dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 15[th] June 2020, 28[th] September, 2020, 31[st] December, 2020, 23[rd] June, 2021 and 8[th] December 2021 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the EGM (“remote e-voting”) will be provided by CDSL (Central Depository Services Limited).

• r. Mr. Ankit Singhi partner of M/s P I & Associates, a Practicing Company Secretary (C.P. No. 16274), has been appointed as “Scrutinizer” to scrutinize the remote e-Voting in a fair and transparent manner and he has communicated his willingness to be appointed and he himself or his/her authorized representative will be available at the EGM for the same purpose.

• s. The Scrutinizer shall, immediately after the conclusion of e-voting at the EGM, unblock the votes cast through remote e-voting and make, not later than 2 working days from the conclusion of the EGM, a consolidated Scrutinizer Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

• t. The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company at www.blsinternational.com and on the website of CDSL at www.evotingindia.com immediately after the declaration of Result by the Chairman or any person authorized by him in writing. The Results shall also be forwarded to the Stock Exchanges where the shares of Company are listed, i.e., the BSE Limited, National Stock Exchange of India and Metropolitan Stock Exchange of India Limited .

• u. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed at the EGM scheduled to be held on May 09, 2022.

• v. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

• w. The Company has electronic connectivity with CDSL and NSDL and the ISIN of the Company is INE153T01027 for dematerialization of the company’s shares. We hereby request all the members to get their shares dematerialized.

Instructions for remote e-voting & participating in the Extra Ordinary General Meeting (EGM) through Video Conferencing (VC)/ Other Audio Visual Means (OAVM)

- Instructions for Remote Electronic Voting (E Voting) prior to the EGM

In order to increase the efficiency of the voting process and in pursuance of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December, 2020, e-Voting facility is being provided to all the Demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/Depository Participants (DPs). Demat account holders would be able to cast their vote without

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having to register again with the e-Voting service provider (‘ESP’) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Further, Shareholders are advised to update their mobile number and e-mail-id with their DPs in order to access e-Voting facility.

i. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in Demat mode with CDSL/NSDL:

Type of Shareholders	Login Method
Individual shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and selectNew System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner”icon under“Login”which is available under ‘IDeAS’section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Votingserviceprovider website for casting your vote duringthe

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remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Onlinefor IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon“Login” which is available under ‘Shareholder/Member’section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Individual Shareholders (holding securities in demat mode) login through theirDepository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk details for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL is as under:

Login Type	Helpdesk Details
Individual Shareholders holding securities in Demat mode with CDSL.	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

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• ii. Login method for e-Voting and joining virtual meetings for shareholders other than individuals holding shares in Demat form:

• i) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.

• ii) Click on “Shareholders” tab.

• iii) Now enter your User ID;

  • a. For CDSL: 16 digits beneficiary ID

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID.

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• iv) Next enter the Image Verification as displayed and Click on Login.

• v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used

• vi) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iii).

vii) After entering these details appropriately, click on “SUBMIT” tab.

viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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• ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• x) Shareholders holding multiple demat accounts / folios shall choose the voting process separately for each demat account / folio.

xi) Click on the EVSN M/s BLS International Services Limited which is 220414003.

• xii) On the voting page, you will see “ RESOLUTION DESCRIPTION ” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xiii) Click on the “ RESOLUTIONS FILE LINK ” if you wish to view the entire Resolution details.

• xiv) After selecting the resolution, you have decided to vote on, click on “SUBMIT ”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL ” and accordingly modify your vote.

• xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvi)You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xvii) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xviii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective App Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

xix) Note for Non – Individual Shareholders and Custodians – For Remote E-Voting only .

• a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• f. Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are

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authorized to vote, to the Scrutinizer to email at info@piassociates.co.in and to the Company at the email address viz; compliance@blsinternational.net , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending EGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43 .

All grievances connected with the facility for voting by electronic means may be addressed to Shri Rakesh Dalvi , Sr. Manager, Central Depository Services (India) Limited, A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43 .

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER :

• i. The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.

• ii. The link for VC/OAVM to attend meeting will be available where the EVSN of Company, i.e., 220414003 will be displayed after successful login as per the instructions mentioned above for e-voting.

• iii. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.

• iv. Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.

• v. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• vi. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore, recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• vii. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least seven days prior to the EGM mentioning their name, demat account number/folio number, email id, mobile number at compliance@blsinternational.net . The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance at least seven days prior to the EGM mentioning their name, demat account number/folio number, email id, mobile number at compliance@blsinternational.net. These queries will be replied to by the company suitably by email.

• viii. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

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• ix. Only those shareholders, who are present in the EGM through VC/ OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.

• x. If any votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders participating in the meeting.

• xi. The voting rights of members shall be in proportion to their shares to the paid-up equity share capital of the Company as on the cut-off date i.e. May 02, 2022. Members may cast their votes separately for each business to be transacted in the Extra-Ordinary General Meeting and may also elect not to vote on any of the resolution(s).

Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for e-voting for the resolutions proposed in this Notice:

• i. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company at compliance@blsinternational.net or RTA at beetalrta@gmail.com marking CC to Company.

• ii. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) or alternatively please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company at compliance@blsinternational.net or RTA at beetalrta@gmail.com marking CC to Company.

Members who need assistance before or during the EGM may contact CDSL on any of the following Helpline Numbers:

Name of Concerned Official	**Contact Number **	Email id
Shri Rakesh Dalvi, Senior Manager	022-23058542/43 and 022- 23058738	helpdesk.evoting@cdslindia.com

Registered Office : G-4B-1, Mathura Road, Extension Mohan Co-Operative Indl.Estate, New Delhi, 110044

By Order of the Board For BLS International Services Limited

Place: New Delhi Date: April 13, 2022

Sd/Dharak Mehta Company Secretary & Compliance Officer

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 IN RESPECT OF SPECIAL BUSINESSES SET OUT IN THE NOTICE OF EXTRAORDINARY MEETING

Item No. 1 and 2:

The equity shares of your Company are listed and actively traded on the NSE and BSE, considering the growth in the business over the recent years and strong financial positions, the Board in its meeting held on April 13, 2022, with a view to encourage the participation of small investors by making equity shares of the Company affordable, increasing the liquidity of the equity shares of the Company, considered, approved and recommended issue of bonus shares in the proportion of 1 (one) new fully paid-up equity share of the Company of ₹ 1/- each for every 1 (One) existing fully paid -up equity shares of the Company of ₹ 1/- each held by the Members on the Record Date (to be determined) by capitalizing a part of free reserves and/or or such other account as may be considered necessary by Board of Directors of the Company.

The current Authorized Share Capital of your Company is ₹ 20,24,50,000/- (Rupees Twenty Crores Twenty Four lakhs and Fifty thousand only) divided into 20,24,50,000 (Twenty Crores Twenty Four lakhs and Fifty thousand) Equity Shares of ₹ 1/- (Rupees One only) each.

The issue of bonus shares as aforesaid would require an increase in the Authorized Share Capital of the Company and consequential alteration to the existing Clause V of the Memorandum of Association of the Company. The Board of Directors in its meeting held on April 13, 2022, has proposed to increase the Authorized Share Capital to ₹ 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 25,00,00,000 (Twenty Five Crores) Equity Shares of ₹ 1/- (Rupees One only) each.

Pursuant to the provisions of 63 and other applicable provisions of the Companies Act, 2013, Articles of Association of the Company, regulations issued by Securities & Exchange Board of India (SEBI) and subject to such approvals, if required, from the statutory authorities, the increase in Authorized Share Capital, alteration of the Capital Clause of the Memorandum of Association and issue of bonus shares of the Company require the approval of the Members.

Further, it is proposed to authorize severally Mr. Shikhar Aggarwal, Joint Managing Director and, Mr. Amit Sudhakar, Chief Financial Officer and Mr. Dharak Mehta, Company Secretary & Compliance Officer of the Company to complete all the regulatory formalities as prescribed by MCA, ROC, SEBI, Stock Exchanges on which the Company’s shares are listed i.e. NSE, BSE and MSEI and/or any other regulatory or statutory authority in connection with the issue of bonus shares.

None of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested in the resolution except to the extent of their shareholding.

Accordingly, the Board recommends the Resolutions No.1 and 2 to be passed as Ordinary Resolutions by the Members of the Company, on the terms and conditions set out in the Resolutions.

Registered Office : G-4B-1, Mathura Road, Extension Mohan Co-Operative Indl.Estate, New Delhi, 110044

By Order of the Board For BLS International Services Limited

Place: New Delhi Date: April 13, 2022

Sd/Dharak Mehta Company Secretary & Compliance Officer

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