Blue Star Ltd

To the Members,

The Directors are pleased to present the 76^th Annual Report, together with the audited financial statements for the financial year ended March 31, 2024.

Your Company offers one of India's widest ranges of room air conditioning and commercial refrigeration & air-conditioning products, as well as a comprehensive range of air purifiers, air coolers, storage water coolers, water purifiers, cold chain equipment and specialty products. It fulfils the cooling, refrigeration & air-conditioning requirements of a large number of corporate, commercial as well as residential customers.

Leveraging on its project execution capabilities, your Company offers turnkey solutions in MEP (Mechanical, Electrical, Plumbing and Fire-fighting) contracting for Buildings, Factories, Data Centres, Infrastructure, Heavy Industry and Water Distribution projects. Your Company's integrated business model of a Manufacturer, Contractor and After-sales service provider enables it to offer end-to-end solutions to its customers, a factor that has proved to be a significant differentiator in the marketplace.

The financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the ‘Act') including Accounting Standards as specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and amendments thereof. The consolidated and standalone financial highlights of the Company for the financial year ended March 31, 2024, are summarised as follows: (Rs.in crores)

During this year, the Company built on the momentum of the previous year and performed exceedingly well in terms of both revenue and profitability. Strong demand for its existing products and solutions, coupled with the successful launch of several new products across key segments, and a robust carried forward order book, enabled the Company to end the year on a high note. The Company continued investment for future growth with focus on expansion of manufacturing capacity, research & development, sales & distribution network, digitalisation, talent development and capability building. Many of these initiatives resulted in higher capital expenditure which was aided by strong cash accruals and capital infusion through Qualified Institutional Placement (QIP). The Company's focus to enhance quality of its order book, profitability, efficient utilisation of capital and building on its international presence resulted in better performance. On a consolidated basis, revenue from operations for the current financial year grew 21.4% to Rs.9,685.36 crores as compared to Rs.7,977.32 crores in the previous financial year. Net profit (including share of profit of Joint Venture) before exceptional items and tax for the current financial year, grew 45% to Rs..557.16 crores as compared to Rs.384.57 crores in the last financial year whereas, Net profit after exceptional items and tax grew 3.4% to Rs. 414.31 crores as compared to Rs.400.69 crores in the last financial year. On a standalone basis, revenue from operations of the Company grew 22.4% to Rs. 8,998.88 crores as compared to

7,353.13 crores in the previous year. Your Company's standalone Net profit before exceptional items and tax for the current financial year, grew 47.3% to Rs. 491.69 crores as compared to

Rs.333.79 crores in the last financial year whereas, Net Profit after exceptional items and tax grew 0.3% to Rs.367.50 crores as compared to Rs.366.58 crores for the previous year. Your Company's consolidated Total Income in the financial year crossedRs.9,500 crores. All segments performed exceedingly well and generated record revenue and profits. Your Company and its subsidiaries (Group) operate in three business segments: (i) Electro-Mechanical Projects and Commercial Air Conditioning Systems; (ii) Unitary Products; and

(iii) Professional Electronics and Industrial Systems. Performance of the Group in the above-mentioned segments during the year under review is stated below:

Driven by strong demand from manufacturing, data centers and infrastructure segments, this business continues to do well with improved margins and healthy order book. The demand from commercial buildings and real estate sectors are yet to take-off. We continue to be focused on prudent project management and healthy cashflows. During the year, quite a few major orders were received from Factories, Data Centers and Infrastructure segment and the carried forward order book of the business stood at Rs.4,343.83 crores as on March 31, 2024, as compared to Rs.3,892.86 crores as on March 31, 2023, a growth of 11.6%.

b. Commercial Air Conditioning Systems

The revenue growth was majorly driven by its product portfolio and channel expansion. The growth is driven by demand from industrial, healthcare, hospitality, retail data centers, educational institutions etc. The launch of VRF Lite will enable the Company to address the premium residential segment. The enquiries and demand for newly launched Centrifugal Chiller remains strong. Your Company continues to maintain No.1 position in Conventional and Inverter Ducted Air Conditioning Systems as well as Scroll Chillers and strong second position in VRFs and Screw Chillers. c. International Business

Due to global disturbances, international business, which is at a nascent stage, saw a subdued performance. Your Company is focused on products exports and investment in R&D to expand its product portfolio. The Company's subsidiaries in US and Europe are engaging with customers and expect the business to pick up traction soon. Revenue in this segment for the year grew by 17.4% to Rs. 4,715.46 crores as againstRs.4,015.63 crores in the previous year. The segment result grew 23.2% to Rs.341.09 crores as compared to Rs..276.78 crores in the previous year.

After a steady first half, momentum gained during festive season in Q3FY24 was further bolstered by a stellar performance in Q4FY24. The exceptionally strong demand in the southern region and product diversification especially with a newly launched range of Affordable Room ACs helped us surpass the milestone of 1 million units. Market share during the year improved and is estimated to be at 13.75% compared to 13.50% in FY23. The launch of new inverter split air conditioners under flagship models like "Heavy-Duty ACs" and "Super Energy-Efficient ACs, aided a substantial revenue growth. It is anticipated that with the enhanced product range and prevailing hot summer weather conditions, the growth momentum will continue in the Q1FY25.

The commercial refrigeration business witnessed excellent traction in the year with strong demand witnessed from OEMs, hospitals, offices and educational institutions. Increase in outside-the-home consumption remains one of the major drivers of business growth especially in the perishable food sector. Your Company became the 1^st Indian company to receive India Design Mark for its 300-600 ltrs Deep Freezers & also got BIS Certification as well for Deep Freezers. Your Company continued to maintain leadership position in Deep Freezers, Storage Water Coolers and Modular Cold Rooms. The overall pick-up in the demand, general improvement in consumer sentiments propelled a growth in revenue of this segment by 26.6% to Rs..4,592.20 crores in the year under review as againstRs.3,626.93 crores in the previous year. The segment's results improved to Rs..360.31 crores in the current year as compared to Rs..282.31 crores achieved in the previous financial year.

The market for the non-destructive testing business has grown due to Make-in-India related capacity expansion as well as the introduction of higher quality standards and specifications in various industries. The healthcare business is benefiting from the expansion of the country's semi-rural healthcare infrastructure and increased investments. The data security business continues to face challenges as customers move from on-premises IT infrastructure to the cloud. The segment revenue for the year grew by 12.8 % to Rs.377.70 crores as against Rs.334.76 crores in the previous year. The segment result improved to Rs. 51.50 crores as compared to Rs.50.50 crores in the previous year.

Pursuant to the recommendation of the Board of Directors at its Meeting held on May 4, 2023 and approval of shareholders by way of Postal Ballot vide resolution dated June 8, 2023, your Company has on June 21, 2023 allotted 9,63,13,888 Equity Bonus Shares of face value of Rs.2 each in the proportion of 1:1 i.e. 1 Equity Bonus Share of Rs.2 each for every 1 existing Equity Share of face value of

2 each held by the shareholders of the Company as on record date i.e. June 20, 2023. Post Bonus issue, the issued and paid up equity share capital of the Company was increased from Rs.19,26,27,776 to Rs. 38,52,55,552.

Pursuant to the recommendation of the Board of Directors at its Meeting held on August 3, 2023 and approval of shareholders by way of Postal Ballot vide special resolution dated September 15, 2023, your Company by way of Qualified Institutional Placement ("QIP") raised an amount of Rs.1,000 crores by issuing and allotting 1,29,87,012 Equity Shares of face value of Rs.2 each fully paid up at an issue price of Rs.770 per Equity Share (including premium of

768 per Equity Share) to eligible Qualified Institutional Buyers. The QIP was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder. Funds received pursuant to QIP have been utilised towards the objects stated in the placement document.

Consequent to QIP, the issued and paidup equity share capital of the Company was increased from Rs.38,52,55,552 to Rs. 41,12,29,576.

The Board at its meeting held on May 2, 2024, has recommended a final dividend of Rs.7 per Equity Share of face value of Rs.2 each for the financial year ended March 31, 2024. This dividend will be paid subject to the approval of the members at the Annual General Meeting to be held on August 6, 2024, to those members whose names appear in the list of Beneficial Owner/Register of Members as on the record date, i.e. July 19, 2024. The Board has adopted the Dividend Distribution Policy for the Company which can be viewed on the website of the Company at: https://www.bluestarindia.com/media/104569/dividend-distribution-policy.pdf

The finance cost on a consolidated basis increased to Rs.58.08 crores as compared to Rs..54.70 crores in the previous year. This was due to increase in the borrowings at the start of the year for capex and R&D spends which at the latter half of the year was stabilised by funds raised through QIP. The Company's forex cost was Rs.3.74 crores for the year as compared to Rs. 5.14 crores in the previous year. The forex cost is monitored and overseen through dynamic forex risk management practices followed by your Company.

The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations'), and Section 129(3) of the Act, the consolidated financial statements prepared by the Company as per the Indian Accounting Standards (Ind AS), forms part of this Annual Report.

The Consolidated Financial Statements shall also be laid at the ensuing Annual General Meeting of the Company.

In the year 2020-21, the Company had issued 3,500 7.65% unsecured, listed, rated and redeemable Non-Convertible Debentures (NCDs) of Rs.10,00,000 each aggregating to Rs..350 crores on private placement basis in two series i.e Series I and Series II of 1,750 nos. each. Pursuant to the Listing Regulations, the terms and conditions of issue and embedded call option in the Information Memorandum dated May 29, 2020, your Company in the previous financial year had exercised a call option on May 31, 2022 and redeemed Series II - 1,750 nos. along with interest thereon.

During the financial year, your Company has redeemed Series I Rs.1,750 nos., Rs.7.65% unsecured, listed, rated and redeemable Non-convertible Debentures of Rs.10,00,000 each aggregating to Rs.175 crores along with interest accrued thereon on June 1, 2023. There was no deviation or variation in the utilisation of proceeds of the NCDs by the Company.

Blue Star Engineering & Electronics Limited is a wholly owned subsidiary of the Company. It is a material subsidiary as per the thresholds laid down under the Listing Regulations for financial year 2023-24. The company provides advanced technology products to the BFSI and Healthcare sectors as well as turnkey engineering solutions that cater to the Industrial sector. It is the exclusive distributor in India for many globally renowned manufacturers of high-technology professional electronics equipment and solutions, as well as industrial products and systems.

Revenue from operations from Blue Star Engineering

& Electronics Limited for the year ended March 31, 2024, was Rs. 381.14 crores, as against its previous year's revenue of Rs. 349.92 crores. The subsidiary achieved a net profit of Rs.46.37 crores for the year under review, as against last year's net profit of Rs. 40.27 crores.

b) Blue Star Climatech Limited

Blue Star Climatech Limited is as a wholly owned subsidiary of the Company. The company is a manufacturer of all kinds of air conditioners, commercial refrigeration equipment, cooling appliances and other related products.

This company has set up a state-of-the-art manufacturing facility at Sri City, Andhra Pradesh and the commercial production commenced in January, 2023. This automated and smart factory is equipped with the latest automation techniques and tools for its assembly line and material handling, amongst others, as well as has extensively deployed a slew of initiatives towards IoT and digitisation. This company lays strong emphasis on sustainability and hence has also rolled-out numerous initiatives on this front such as installing advanced affluent treatment plant, engaging in rain water harvesting, and installing solar power. Revenue from operations of the company for the year ended March 31, 2024, was Rs. 718.75 crores as compared to last year's revenue of Rs.139.38 crores. The subsidiary achieved a net profit of Rs.22.72 crores for the year under review, as against last year's net loss of Rs. 6.87 crores.

c) Blue Star International FZCO

Blue Star International FZCO is a wholly owned subsidiary of the Company, operating in the Dubai Airport Freezone, UAE. It is responsible for the development and growth of the Company's Global Products Sales business in Middle East and Africa (MEA) regions.

This company primarily promotes the export of Blue Star's air conditioning and commercial refrigeration products and systems and its Original Equipment Manufacturing (OEM)/Original Design Manufacturing (ODM) business.

The consolidated revenue from operations of this company for the year ended March 31, 2024, was Rs.386.12 crores as compared to Rs..386.78 crores in the previous financial year. On a consolidated basis, the company has generated a net profit of Rs.10.27 crores for the year ended March 31, 2024, as compared to a net profit of Rs.4.75 crores in the previous year.

d) Blue Star Systems and Solutions LLC

This company is a wholly owned subsidiary of Blue Star International FZCO and is engaged in the activities of directly selling central air conditioning equipment, executing mid-sized HVAC projects, and offers after-sales service in the mainland UAE.

The company's revenue from operations for the year ended March 31, 2024, wasRs.30.06 crores as compared to last year's revenue from operations of Rs.47.52 crores. The company incurred a net loss of Rs.5.06 crores for the year ended March 31, 2024, as compared to a net loss of Rs.7.69 crores in the last year.

Blue Star Qatar WLL is a joint venture between the Company and Al Malki Trading and Contracting WLL, wherein the Company holds 49% of the share capital and voting rights, and the balance is held by Al Malki Trading and Contracting WLL. The company is principally engaged in the business of MEP contracting and maintenance in Qatar for residential, commercial and industrial purposes.

It is a subsidiary of the Company under Section 2(87)(i) of the Act, as the Company controls the management of this company.

The revenue from operations of this company for the year ended March 31, 2024, wasRs.121.35 crores as compared to Rs..148.73 crores in the previous financial year. Net loss for the year ended March 31, 2024, was

12.78 crores as compared to net profit of Rs.4.57 crores in the previous year.

This company was incorporated on August 29, 2020, in Singapore as a wholly owned subsidiary of Blue Star International FZCO to directly sell central air conditioning equipment, execute mid-sized HVAC projects and offer after-sales service. This company also owns a 49% stake in the joint venture, Blue Star M&E Engineering Sdn Bhd.

The company's revenue from operations for year ended March 31, 2024, wasRs.4.10 crores as compared to last year's revenue of Rs.2.50 crores. The company incurred a net profit of Rs.0.15 crores for the year ended March 31, 2024, as compared to net profit of Rs.0.07 crores in the previous financial year.

g) Blue Star North America Inc

Blue Star North America Inc was incorporated on September 22, 2022 in the State of Delaware, as a wholly owned subsidiary of the Company. This company is currently engaged in the business of sale and service of air conditioning, heating and refrigeration equipment for the United States, Canada, and Latin American markets.

The company's revenue from operations for year ended March 31, 2024, wasRs.19.45 crores. The company incurred a net loss of Rs.5.51 crores for the year ended March 31, 2024, as compared to net loss of Rs.2.98 crores in the previous financial year. h) Blue Star Europe B.V.

Blue Star Europe B.V. was incorporated on November 28, 2022, as a wholly owned subsidiary of the Company. This company is currently engaged in the business of sale and service of air conditioning, heating and refrigeration equipment for the European market. This company has ended its first financial period on March 31, 2024. The company has generated nil revenue from operations and incurred a net loss of of Rs 10.12 crores for the year under review.

i) Blue Star Innovation Japan LLC

Blue Star Innovation Japan LLC was incorporated on February 10, 2023, in Japan as a wholly owned subsidiary of the Company for the purpose of research and developments (R&D) of refrigeration cycles, control algorithms, and control boards for residential and commercial air conditioners and cold/ hot water chillers. The setting up of the R & D center in Japan will significantly accelerate, broaden and sustain investment in the technology and product development of the Company's products, which shall not only be energy-efficient but also ozone friendly thereby contributing to the decarbonisation mission of its stakeholders. The company has generated nil revenue from operations and incurred a net loss of Rs.2.92 crores for the year under review

. j) Blue Star Air Conditioning & Refrigeration (U) Limited

During the year, Blue Star International FZCO, wholly owned subsidiary of the Company, had incorporated

Blue Star Air Conditioning & Refrigeration (U) Limited as its wholly owned subsidiary on June 27, 2023, at Uganda. This company is incorporated for the purpose of carrying manufacture, sale and distribution of all kinds of air conditioning and commercial refrigeration products and systems and fabrication and repair of air conditioning system. The company is yet to commence its business operations.

Blue Star M & E Engineering Sdn Bhd, a joint venture between BSL AC&R (Singapore) Pte Ltd and Amcorp Properties Bhd, Malaysia in the ratio of 49:51 respectively, has been principally engaged in the business of HVAC contracting and maintenance in Malaysia. This company's total income for the year ended March 31, 2024, wasRs.83.31 crores as compared to Rs..46.07 crores in the previous financial year. Net profit for the year ended March 31, 2024, wasRs.1.23 crores as compared to Rs..0.83 crores in the previous year.

b) Blue Star Oman Electro-Mechanical Company LLC

A joint venture between W J Towell & Co LLC and the Company, Blue Star Oman Electro-Mechanical Company LLC was formed to principally engage in the business of MEP contracting and maintenance in Oman.

Owing to certain disputes with the joint venture partners, the Board of Directors of the Company had approved a proposal to exit this Joint Venture in FY19 subject to regulatory and other compliances as may be applicable. The Company, in the year 2020, made an application to the Reserve Bank of India for its approval for a write-off of investment in this Joint Venture under the provisions of the Foreign Exchange Management Act. The approval from Reserve Bank of India is in process.

W J Towell & Co LLC has filed an arbitration proceeding against the Company with International Chamber of Commerce for a claim of OMR 103,18,000 (approx.

223.60 crores). The Company has engaged legal counsel to file its response contesting the claim raised by WJT as well as to file a counter claim on behalf of the Company for recovery of dues to which the Company is entitled under Shareholders' Agreement.

Except Blue Star Air Conditioning & Refrigeration (U) Limited, no company became or ceased to be a Subsidiary / Associate / Joint Venture company of the Company during the year under review.

As required under Section 136 of the Act, the audited annual accounts, including the consolidated financial statements of the Company and audited accounts of the subsidiary companies, are available on the website of the Company at www.bluestarindia.com.

A copy of these documents will be made available to the members, on their request in writing. The annual accounts will also be available for inspection by any member at the registered office of the Company during business hours up to the date of the Annual General Meeting.

A statement containing the salient features of the financial statements of the subsidiaries and joint venture companies in Form AOC-1, as required under Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Consolidated Financial Statements.

Your Company had successfully completed a fundraise of

1,000 crores through a Qualified Institutional Placement ("QIP") of equity shares. The first-ever QIP transaction of the Company witnessed a strong response from marquee foreign portfolio investors, sovereign wealth funds and top domestic institutional investors and has attracted, inter alia, global funds like Norges, Fidelity, ADIA, Goldman Sachs etc. The investors confidence is a testament to the Company's success in executing its strategies and delivering value to its stakeholders. Blue Star Engineering & Electronics Limited, wholly owned subsidiary of the Company has partnered with the Gebhardt Intralogistics Group, a 70-year-old German corporation, for enhancing its warehouse automation solutions capabilities in India by integrating state-of-the-art technologies. In the year 2022-23, as an extraordinary gesture, Ashok M Advani, Chairman Emeritus & Promoter of the Company had announced a personal grant of Rs.100 crores staggered over a period of 5 years to boost research & development activities of the Company to, inter alia, significantly accelerate, broaden and sustain investment in the technology and product development of its air conditioning and refrigeration products. As on March 31, 2024, the Company has spent a total amount of Rs.29.76 crores for its research and development activities against the aforesaid grant of Rs.100 crores.

The Company constantly emphasises on technology and sustainability by harnessing advances in science, innovation and disruptive business practices to stay ahead of the competition. The Company has been at the forefront for deploying technology and innovative solutions in its product offerings. During the year, the Company launched several new products. Complete range of 2-star, 3-star and 5-star inverter split room air conditioners and window air conditioners were launched with an innovative feature called ‘AI Pro'. The Company launched new range of energy efficient Deep Freezers varying from 60 to 600 litres capacities. The entire deep freezer range is now manufactured completely in Blue Star's modern manufacturing facility at Wada, reaffirming the Company's commitment to the ‘Make in India, Make for the Globe' initiative. Blue Star has developed a wide portfolio consisting of cold chain products and solutions that cater to the entire spectrum of segments. The Company has embarked upon several initiatives in the areas of technology-led digitalisation of some key business processes, employee engagement, adoption of sustainable technologies and internet-enabled automation across its products and services. For more details on the products launched during the year, kindly refer to Intellectual Capital section of the Integrated Report.

During the year under review, the Company and its group entities were felicitated with many prestigious awards for excellence in its areas of business, which are as under:

Blue Star won MEP Contractor of the Year Award at the 13^th Construction Week India Awards 2023 for the Wistron Project in Bangalore.

Blue Star won the Brandon Hall HCM Excellence Leadership Development Award in the Silver category for its flagship Leadership Development Intervention – ‘Senior Managers' Program' (SMP).

Blue Star's HP Plant won a gold medal in the large scale manufacturing facility category at the prestigious NAMC 2022 (National Awards for Manufacturing Competitiveness) assessment, conducted by IRIM (International Research Institute for Manufacturing).

Blue Star's UPSD has won the Silver award at the 11^th CII IQ Excellence Practice Competition – Western Region for the ‘Enhancing Customer's Trust through Digital Transformation' project under the Customer Service category – West Region.

The compliance team of Blue Star emerged victorious at the 10^th edition of the national-level inter-industry compliance quiz undertaken during the Compliance 10/10 awards held by Legasis Private Limited.

Consumer Electronics and Appliances Manufacturers Association (CEAMA), an all-India body holistically representing the Appliances and Consumer Electronics (ACE) industry, recognised B Thiagarajan's contribution by awarding him the prestigious ‘Man of Appliances' Award for 2023.

Blue Star CRBG won CII TCM Cost Maturity Award at CII Cost Congress 2023.

Blue Star Climatech's Sri City Plant was awarded the gold medal for being highly competitive in manufacturing at the ‘National Award for Manufacturing Competitiveness (NAMC) 2023-24' event conducted by the International Research Institute for Manufacturing.

Blue Star secured two prestigious awards at the ‘India Design Mark' for its products - the ‘Hard Top Chest Freezer' and ‘Glass Top Chest Freezer'.

The prestigious "Golden Peacock Award for Risk Management" for 2023.

Blue Star was awarded the ‘Best Use of Real-Time Analytics Platform' award for its outstanding implementation of AI in Invoice Analytics at the Data Analytics and AI Show 2024.

Blue Star's Himachal Pradesh Plant team won an award for ‘Best Problem Selection and Analysis' at the CII 36th Quality Circle Competition held at CII Northern Region, Chandigarh.

Blue Star's EMPG division won a Gold Award for the STT Global Data Centre project and its CPSD won Silver Awards for EHS management at the prestigious ‘The Royal Society for the Prevention of Accidents (RoSPA)' Awards.

Blue Star's Wada plant clinched the Gold Trophy at the 15^th CII National Poka Yoke competition.

As required under the provisions of the Act, Sunaina Murthy retires by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting. A brief profile of Sunaina Murthy is annexed to the notice convening Annual General Meeting.

Shailesh Haribhakti, the Independent Director, was appointed as the Chairman of the Board effective April 1, 2019. He joined the Board of the Company on October 31, 2005 and in accordance with the provisions of the Act, was appointed as an Independent Director for first term from July 28, 2014 to March 31, 2019 and thereafter for second term commencing from April 1, 2019 to March 31, 2024. Upon expiry of second term, Shailesh Haribhakti ceased to be an Independent Director and Chairman of the Board.

Consequent to cessation of Shailesh Haribhakti as Chairman of the Board, the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, elevated Vir S Advani, who was the Vice Chairman and Managing Director, as the Chairman of the Board by appointing him as Chairman & Managing Director effective April 1, 2024.

The Board placed on record its deep sense of appreciation and gratitude for the advice rendered by Shailesh Haribhakti during his tenure as a Director, Independent Director and Chairman for over 17 years in various areas including corporate governance, taxation, risk, ESG related matters and strategy.

G Murlidhar and Vipin Sondhi were appointed as Additional Independent Directors by the Board on the recommendations of the Nomination and Remuneration Committee with effect from January 30, 2024. The Members of the Company vide special resolution passed through postal ballot on March 26, 2024 have approved the appointment of G Murlidhar and Vipin Sondhi as Independent Directors for a term of five consecutive years commencing from January 30, 2024 to January 29, 2029.

Arvind K Singhal was appointed as an Independent Director with effect from February 5, 2019 to February 5, 2024. The Board of Directors, based on performance evaluation and as per the recommendations of the Nomination and Remuneration Committee and subject to approval of members, had approved the re-appointment of Arvind K Singhal, as an Independent Director of the Company for a second consecutive term of five years commencing from February 5, 2024 to February 4, 2029. Subsequently, the Members of the Company vide special resolution passed through postal ballot on January 19, 2024 had approved the re-appointment of Arvind K Singhal.

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149(7) of the Act and Regulation 25 of the Listing Regulations, confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The declarations also confirm compliance with sub rule 3 of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Further, the Board, while considering the appointment/reappointment of Independent Directors mentioned above, based on the declaration/disclosures submitted by them, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) to qualify as Independent Directors of the Company and are independent of the Management.

As required under the provisions of Section 203 of the Act, the following personnel have been designated as the Key Managerial Personnel of the Company:

Vir S Advani* Chairman & Managing Director B Thiagarajan Managing Director Nikhil Sohoni Group Chief Financial Officer

Rajesh Parte Company Secretary & Compliance Officer

Under the provisions contained in Section 134(5) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit of the Company for the period April 1, 2023 to March 31, 2024;

They have taken proper and sufficient care of the maintenance of adequate accounting records, under the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

They have prepared the annual accounts for the year ended March 31, 2024, on a going concern basis;

They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and

They have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems are adequate and operating effectively.

During the year under review, 5 (five) meetings of the Board of Directors were held. The intervening gap between these meetings was within the period prescribed under the Act and Listing Regulations. The details of the meetings and attendance of the Directors are provided in the Corporate Governance Report.

Your Company has in place all the Committees as mandated under the provisions of the Act and Listing Regulations. Currently, there are eight Committees of the Board, namely:

Audit Committee

Nomination and Remuneration Committee

Investor Grievance cum Stakeholders' Relationship Committee

Risk Management Committee

Corporate Social Responsibility and Environmental, Social & Governance Committee

Share Transfer Committee

Executive Management Committee

Debenture Committee

As on March 31, 2024, the Audit Committee comprises three Independent Directors viz. Anil Harish (Chairman), Arvind K Singhal and Shailesh Haribhakti and one Executive Director, B Thiagarajan. Shailesh Haribhakti ceased to be a member of the Committee with effect from March 31, 2024 pursuant to completion of his tenure as an Independent Director. G Murlidhar was inducted as a member of the Committee with effect from May 2, 2024. The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report. During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

As on March 31, 2024, the Nomination and Remuneration Committee comprises three Independent Directors viz. Sam Balsara (Chairman), Anita Ramachandran and Shailesh Haribhakti and one Non-Executive Director, Dinesh N Vaswani. Shailesh Haribhakti ceased to be a member of the Committee with effect from March 31, 2024 pursuant to completion of his tenure as an Independent Director. The Committee is constituted in line with the requirements mandated by Section 178 of the Act and Regulation 19 of the Listing Regulations. The terms of reference of the Committee conform with the said requirements, as more particularly set out in the Corporate Governance Report, which forms part of this Annual Report.

As on March 31, 2024, the Investor Grievance Cum Stakeholders' Relationship Committee comprises one Independent Director, Arvind K Singhal (Chairman) and two Non-Executive Directors viz. Rajiv R Lulla, and Sunaina Murthy. The Committee is constituted in line with the requirements mandated by Section 178 of the Act and Regulation 20 of the Listing Regulations. The terms of reference of the Committee conform with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report.

As on March 31, 2024, the Risk Management Committee comprises two Executive Directors viz. Vir S Advani (Chairman) and B Thiagarajan, one Non-Executive Director, Rajiv R Lulla and one Independent Director, Anil Harish. The Company has adopted a formal Risk Management Policy. The Committee identifies, evaluates and assesses the risks, understands the exposure of risks, and accordingly prepares and oversees execution of appropriate risk mitigation plans and identification of possible opportunities. The Committee and the Board have identified elements of risks, which, according to them, are crucial to the Company. It has identified Risk Management Units within the Company, the risk profiles of which are constantly monitored, and the severity of risk is tracked, based on a systematic risk rating methodology. Details of these elements of risks have been covered in the Management Discussion and Analysis, and Integrated Report, which form part of this Annual Report and in the standalone financial statement in Note No. 43.

As on March 31, 2024, the Corporate Social Responsibility and Environmental, Social & Governance (CSR & ESG) Committee comprises one Executive Director, B Thiagarajan (Chairman), one Independent Director, Anita Ramachandran, and one Non-Executive Director, Sunaina Murthy. During the year under review, the Company's total CSR obligation wasRs.4.18 crores i.e., two percent of its average net profits made during the three immediately preceding financial years. However, the Company, in FY 2022-23, had incurred excess CSR expenses to the tune of Rs.0.32 crores, the set-off of which has been availed by the Company for FY 2023-24. Accordingly, the Company was required to spend an amount of Rs.3.85 crores towards activities as stipulated under Schedule VII of the Act. The Company has spent an amount of Rs.3.93 crores towards various CSR initiatives. AbriefoutlineoftheCSRPolicyandtheinitiativesundertakenbythe Company on CSR activities during the year are set out in Annexure 2 of this report as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, and amendments thereof. The CSR Policy is available on the website of the Company at: https:// www.bluestarindia.com/media/217799/blue-star-csr-policy.pdf Details of the other Committees of the Board are provided in the Corporate Governance Report.

The Nomination and Remuneration Committee at its meeting held on December 5, 2023, and the Board at its meeting held on January 30, 2024, approved the criteria for evaluating the Chairman, Directors, the Board, and its Committees. Accordingly, the questionnaires were circulated seeking inputs of the Directors to evaluate governance standards based on various parameters including structure and composition of the Board and committees, quality of Board processes, Board culture and dynamics, effectiveness vis-?-vis stakeholders' expectations in terms of strategic direction, and guidance to the leadership team. The inputs received from the Directors were deliberated upon and reviewed by the Independent Directors at a separate meeting held on March 27, 2024. At this meeting, they evaluated the performance of the Non-Independent Directors, the Board as well as that of the Chairman, taking into account the views of the Executive and Non-Executive Directors. The Board of Directors carried out an annual evaluation of the performance of the Board as a whole, the Chairman, the Directors individually, and the working of the Committees of the Board. The outcome of the evaluation was noted by the Nomination and Remuneration Committee at its meeting held on April 24, 2024, and by the Board of Directors at its meeting held on May 2, 2024. Broadly, the Directors have expressed their satisfaction with the evaluation process and the outcome. The Board also noted the key action points that emerged from the process for implementation. A detailed update on the Board Evaluation is provided in the relevant section of the Corporate Governance Report, which forms part of this Annual Report.

The Nomination and Remuneration Policy has been adopted with the objective to provide a broad framework for the Board of Directors of the Company on appointment, removal, retirement, remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP); and Board diversity.

It is designed to foster a high-performance culture that enables the Company to attract, retain and motivate the Directors/KMPs/ SMPs to achieve results. As part of the Policy, the Nomination and Remuneration Committee has to ensure that the appointment of the candidate for the position of Directors/KMPs/SMPs possess the requisite skills, competencies, expertise, optimum talent mix, independence and their remuneration structure/payouts is decided based on the adequacy of the level and composition of remuneration, well defined performance parameters, appropriate balance between fixed and variable incentives, share-based and other compensation plans, Company's performance against the annual budget, and individual performance against the key result areas, compensation and benefits survey based on industry benchmarks and current trends. The performance of the Directors/ KMPs/SMPs was evaluated and reviewed by the Nomination and Remuneration Committee. The Nomination and Remuneration Policy is uploaded on the Company's website at https://www.bluestarindia.com/ media/217800/blue-star-nrc-policy.pdf During the year, no changes were made to the Policy.

Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof are provided below: