BLS E-Services

Asset light business model.

We enable social and financial inclusion in India.

Multiple cross-selling and up-selling opportunities, network effect and wide reach for customer acquisition.

Business model with diverse sources of revenue and negligible customer acquisition and retention costs.

Successful track record of its acquisitions.

Experienced senior management, skilled employees, and strong parentage of its Corporate Promoter "BLS International Services Limited"

The company predominantly undertakes fee and commission-based activities, and its financial performance may be adversely affected by the company inability to generate income from such activities.

Its contracts with respect to E-Governance projects are awarded to its Promoter, BLS International Services Limited by governmental agencies for providing G2C services to the citizens.

As a result of its limited operating history, the company may not be able to compete successfully, and it may be difficult to evaluate its business and future operating results on the basis of the company past performance.

A substantial portion of the revenue is generated by BC business operated by its subsidiaries, ZMPL and Starfin for the company banking partners. The businesses of its banking partners are regulated by the RBI and any change in the RBI`s policies, decisions and regulatory framework could adversely affect its business, cash flows, results of operations and financial condition.

Some of its operations involve handling significant amounts of cash, making it susceptible to operational risks, including fraud, petty theft, negligence and embezzlement by the company employees or its merchants, which could harm its results of operations and financial position.

The company provide E-Governance Services only in the states of Punjab, Uttar Pradesh and West Bengal, and accordingly any adverse changes in the conditions affecting these regions can adversely affect its business, financial condition and results of operations.

In the past Punjab State e-Governance Society has terminated master service agreement with the Company.

The company is yet to place orders for its technology infrastructure and capital expenditure equipment for which a significant portion of the Net Proceeds are proposed to be utilized. Unavailability or increase in costs of the technology infrastructure and equipment could adversely impact financial condition and its growth prospects.

The company significantly depends on its merchants for its product and service distribution network. Changes in the company relationships, or adverse conditions (such as COVID-19 pandemic), could impair their respective operations and therefore their ability to meet their obligations under its agreements, which in turn could have an adverse effect on its growth, business, results of operations, financial condition and cash flows.

There are pending litigations against the Company, its Promoter, & Subsidiaries and its Group Companies. Any adverse decision in such proceedings may render it / them liable to liabilities / penalties and may adversely affect its business, results of operations and financial condition.

The company is dependent on application programming interface, technology and server of banks and the government agencies to provide business correspondent services and G2C services.

The company relies extensively on its information technology systems and any failure, disruption or weakness in such systems, or breach of data, could adversely affect its operations and reputation. Further, the company success depends on its ability to innovate, upgrade and adapt to new technological advances.

The interests of its Promoter or Directors may cause conflicts of interest in the ordinary course of its business.

Cybersecurity threats continue to increase in frequency and sophistication. A successful cyber security attack could interrupt or disrupt its information technology systems or cause the loss of confidential or protected data, which could disrupt the company business, force it to incur excessive costs or cause reputational harm.

Any disruption of its internet connections could affect the success of the company internet-based products and services and certain parts of its physical distribution.

The company has and will continue to introduce new products and services, and it cannot assure you that such products and services will be profitable now or in the future. Further, its may not be able to develop new products or services necessary to effectively respond to rapid technological changes.

The company international expansion efforts may not be successful or may subject its business to increased risks. The company relies on partnerships with its merchants to expand the company geographical presence in international markets. Any disruption in these partnerships or its inability to develop additional partnerships in the international markets could have an adverse effect on its growth, business and results of operations.

The company may not be able to renew its agreements which could have a material adverse effect on its growth, business, financials and results of operation.

The company may not be able to provide solutions that meet its clients` requirements, which could lead to clients discontinuing their work with it, which in turn could harm its business.

The company`s inability to obtain, renew or maintain its statutory and regulatory permits and approvals required to operate the company businesses may adversely affect its business, financial condition, results of operation and cash flows.

Deterioration in the performance of its Subsidiaries may adversely affect the company results of operations and its ability to pay dividends on the Equity Shares depends on the company ability to obtain cash dividends or other cash payments.

The company`s success depends on its ability to develop and maintain successful relationships with merchants.

Employee misconduct or failure of its internal processes or procedures could harm it by impairing the company ability to attract and retain customers and subject it to significant legal liability and reputational harm.

Stringent and changing laws and regulations relating to privacy and data protection could result in claims, harm its results of operations, financial condition, and prospects, or otherwise harm its business.

The company presently do not own trademark or logo under which the company currently operate and if third parties, including its current or future competitors are able to circumvent the company protection measures which are put in place for the protection of trademark, logo and intellectual property and other proprietary rights, its business and reputation would be adversely affected.

Any failure to maintain quality of customer service, products and ability to deal with customer complaints in a timely manner could materially and adversely affect its business and operating results.

If the company is unable to implement its growth strategies, its operations may suffer and the company performance may be adversely affected.

The Company and its subsidiary, i.e. Zero Mass Private Limited have filed compounding applications before the Regional Director, Northern Region, Delhi and Regional Director, Western Region, Maharashtra, respectively for compounding and adjudication of certain past non-compliances.

In past, SEBI has issued summon to its Promoter, for production of documents and personal appearance before the investigating authority.

The company Registered Office and Corporate Office are located on land parcels that are not owned by it and are held by the company on a leasehold basis. In the event its lose or are unable to renew such leasehold rights, the company business, results of operations, financial condition and cash flows may be adversely affected.

The company Promoter, in the past, has been involved in certain monitoring actions which may adversely impact its business and reputation.

The company future growth may depend in part on acquiring other businesses and successfully integrating them.

Because the company recognize revenue from portal usage fees for some of its services, over the term of the subscription, downturns or upturns in new business may not be immediately reflected in its operating results.

The company depends on the continued service of its merchants and employees, and its business and growth prospects may be disrupted if the company lose its merchants and employees` services or if employee costs increase.

The company`s inability to cater to unanticipated surges or increases in transaction volumes may adversely impact its financial performance.

The prices that the company can charge for its E-Governance Services are dependent on recommended or mandatory fees or commissions are fixed under the terms of the agreements entered into with governments agencies.

The confidential information or data of its clients, customers and users of the company services may be misappropriated by its merchants or employees and as a result, cause it to breach its contractual obligations in relation to such confidential information.

If the company is unable to meet its service level commitments, under the terms of the agreements, its reputation and results of operation could suffer.

The company operations depends on the accuracy and completeness of information about merchants, customers and counterparties which, if inaccurate or materially misleading, could adversely affect its business and results of operations.

The company has experienced growth in recent periods and its recent growth rates may not be indicative of the company future growth.

Certain of its Directors, Subsidiaries, Key Management Personnel and Senior Management Personnel may be interested in the Company other than remuneration and reimbursement of expenses.

The company contingent liabilities could materially and adversely affect its business, results of operations and financial condition.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the Shareholders.

The company may not meet the selection criteria set for certain contracts by the Government.

Any non-compliance or delay in RoC filings may expose it to penalties from the regulators.

Its Group Companies are authorised by their memorandum of association to engage in a similar line of business as the Company and may compete with it.

The company insurance coverage may not adequately protect it against all losses or the insurance cover may not be available for all the losses as per the insurance policy, which could adversely affect business, financial condition and results of operations.

The company depends on key management, as well as its experienced and capable employees, and any failure to attract, motivate, and retain its employees could harm the company ability to maintain and grow its business.

The company face competition from organised and unorganised players and any increase in competition or access to advanced technical knowhow or process by its competitors may adversely affect the company business.

Certain sections of this Draft Red Herring Prospectus contain information from CRISIL Report, which has been commissioned and paid for by the Company and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.

Any non-compliance with law or unsatisfactory service by the merchants engaged by it could have an adverse effect on its business and results of operations.

The company is exposed to many types of operational risk, including the risk of fraud, misconduct and errors by the company merchants.

The company has included certain financial and operational performance indicators, non-GAAP measures and certain other industry measures related to its operations and financial performance. These operational metrics, non-GAAP measures and industry measures may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other peer companies.

As on the date of this Draft Red Herring Prospectus, the company has not identified any specific targets with whom its has entered into any definitive agreements.

The company funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and are based on management estimates.

Any variation in the utilisation of its Net Proceeds would be subject to certain compliance requirements, including prior Shareholders` approval.

The costs of setting up and the risk of unanticipated delays in implementation and cost overruns related to the said upgradation may be higher than expected and could have a material adverse effect on its financial condition, results of operations and growth prospects.

The company appoint contract labour for carrying out certain of its operations, if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on its results of operations, cash flows and financial condition.

Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by it may dilute your shareholding and sale of Equity Shares by the Promoter may adversely affect the trading price of the Equity Shares.

The requirements of being a publicly listed company may strain its resources.

The company cannot assure payment of dividends on the Equity Shares in the future. Its ability to pay dividends in the future will depend upon its earnings, financial condition, cash flows and capital requirements.

The average cost of acquisition of Equity Shares held by its Promoter may be less than the Issue Price.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Issue Price.

The company will continue to be controlled by its Promoter after the completion of the Issue.

The loss of certificates, keys and passwords may result in a loss of access to its servers which may result in a loss of data, which could have a material adverse effect on its business, results of operations, cash flows and financial condition.

Negative publicity could damage its reputation and adversely impact business and financial results.