Blue Star Ltd — Capital/Financing Update 2024

Nov 7, 2024

November 7, 2024

BSE Limited	National Stock Exchange of India Ltd
Phiroze Jeejeebhoy Towers,	Exchange Plaza, C-1, Block G,
Dalal Street,	Bandra Kurla Complex, Bandra (East),
Mumbai -	Mumbai -
400 001	400 051
BSE Scrip Code: 500067	NSE Symbol: BLUESTARCO

Dear Sir/Madam,

Sub: Monitoring Agency Report for the quarter ended September 30, 2024

Pursuant to the Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 173A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, enclosed herewith is the Monitoring Agency Report for the quarter ended September 30, 2024 issued by CARE Ratings Limited, Monitoring Agency for the utilisation of the proceeds raised through Qualified Institutions Placement.

This intimation is also being made available on the website of the Company at www.bluestarindia.com

Kindly take the same on record.

Thanking you, Yours faithfully, For Blue Star Limited

RAJESH DIGAMBAR PARTE Digitally signed by RAJESH DIGAMBAR PARTE Date: 2024.11.07 17:25:13 +05'30'

Rajesh Parte Company Secretary & Compliance Officer

Encl: a/a

Z:(01) Blue Star Limited\2024-25\Stock Exchange Compliances\Reg 32(6) - QIP Compliances\Q2FY25

Monitoring Agency Report

No. CARE/HO/GEN/2024-25/1083

The Board of Directors Blue Star Limited Bandbox House, 4th Floor, 254D, Dr. Annie Besant Road, Mumbai, Maharashtra– 400 030

November 07, 2024

Dear Sir/Ma'am,

Monitoring Agency Report for the quarter ended September 30, 2024- in relation to the QIP of Blue Star Limited ("the Company")

We write in our capacity of Monitoring Agency for the fresh issue of 1,29,87,012 equity shares for the amount aggregating to Rs. 1,000.00 crores of the Company and refer to our duties cast under 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended September 30, 2024 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated September 18, 2023.

Request you to kindly take the same on records.

Thanking you, Yours faithfully,

Hitesh Avachat Associate Director hitesh.avachat@careedge.in

Report of the Monitoring Agency

Name of the issuer: Blue Star Limited For quarter ended: September 30, 2024 Name of the Monitoring Agency: CARE Ratings Limited

• (a) Deviation from the objects: Nil
• (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title "Comments of the Board of Directors", that shall be captured by the Issuer's Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer's Management/Board.

Signature: Name and designation of the Authorized Signatory: Hitesh Avachat Designation of Authorized person/Signing Authority: Associate Director

1) Issuer Details:

Name of the issuer : Blue Star Limited Name of the prom : Suneel Mohan Advani, Ashok Mohan Advani, Vir Suneel Advani, Dinesh Vaswani, Rajiv Ramesh Lulla and Sunaina Murthy Industry/sector to which it belongs : Consumer Durables, Household appliances.

2) Issue Details

Issue Period	:September 18,2023 to September 22,2023
Type of issue (public/rights)	:Qualified Institutional Placement
Type of specified securities	:Equity shares
IPO Grading, if any	: Not applicable
Issue size (in crore)	: Rs.1,000.00 crores

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information / certificationsconsidered by Monitoring Agency forpreparation of report	Comments of theMonitoring Agency	Comments of theBoard ofDirectors
Whether all utilization is as per the disclosures in the OfferDocument?	Yes	CharteredAccountant certificate*, Bank statements	Nil	No comments
Whether shareholder approval has been obtained in case of materialdeviations# from expenditures disclosed in the Offer Document?	Not applicable	Company declaration	Not applicable	No comments
Whether the means of finance for the disclosed objects of the issuehave changed?	No	Company declaration	Nil	No comments
Is there any major deviation observed over the earlier monitoringagency reports?	No	Bank Statements	Nil	No comments
Whether all Government/statutory approvals related to the object(s)have been obtained?	Not applicable	Company declaration	Not applicable	No comments
Whether all arrangements pertaining to technicalassistance/collaboration are in operation?	There is nosucharrangement	Company declaration	Not applicable	No comments
Are there any favorable/unfavorable events affecting the viability ofthese object(s)?	No	Company declaration	Nil	No comments
Is there any other relevant information that may materially affect thedecision making of the investors?	No	Company declaration	Nil	No comments

* Chartered Accountant certificate from GMJ & Co, Chartered Accountant, dated October 22, 2024

#Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

(i) Cost of objects –

							Comments of the Board of Directors
Sr.No	ItemHead	Source of information /certifications consideredby Monitoring Agency forpreparation of report	Original cost(as per the OfferDocument) in Rs.Crore	Revised Costin Rs. Crore	Comments oftheMonitoringAgency	Reason forcost revision	Proposedfinancing option	Particulars of -firmarrangementsmade
1	Repayment / pre-payment, infull or in part, of certainoutstanding borrowings availedby Blue Star Limited	Placement Document	565.56	565.56	Nil	NA	NA	NA
2	Investment into Subsidiary, BlueStar ClimatechLimited, forrepayment or pre-payment, infull or in part, of certainoutstanding borrowings availedby Blue Star ClimatechLimited	Placement Document	169.44	169.44	Nil	NA	NA	NA
3	Investment into Subsidiary, BlueStar ClimatechLimited, forfinancing the cost towards theExpansion of Sri City Facility	Placement Document	125.00	125.00	Nil	NA	NA	NA
4	General Corporate Purposes	Placement Document	121.00	121.78	Remainderbalance fromissue expensebeen transferredto GCP	NA	NA	NA
Total			981.00	981.78	The actual issue expenses has been Rs. 18.22 crores as against earlierexpectation of Rs. 19.00 crores. Resultantly, the difference was moved inQ4FY24 towards GCP.

* Chartered Accountant certificate from GMJ & Co, Chartered Accountant, dated October 22, 2024

	(ii) Progress in the objects –
	ItemHead	Source ofinformation /certificationsconsidered byMonitoringAgency forpreparation ofreport	Amount asproposedin the OfferDocument in Rs.Crore	Amount utilised in Rs. Crore					Comments of theBoard of Directors
Sr.No				As atbeginning of thequarterin Rs.Crore	During thequarter inRs. Crore	At the endof thequarter inRs. Crore	Unutilisedamount inRs. crore	Comments of theMonitoring Agency	Reasonsfor idlefunds	Proposedcourse ofaction
1	Repayment / pre-payment,in full or in part, of certainoutstanding borrowingsavailed by Blue Star Limited	CA certificate,PlacementDocument	565.56	565.56	-	565.56	-	Nil	Nil	Nil
2	Investment into rSubsidiary, Blue StarClimatech Limited, forrepayment or pre-payment,in full or in part, of certainoutstanding borrowingsavailed by Blue StarClimatech Limited	CA certificate,PlacementDocument	169.44	169.44	-	169.44	-	Nil	Nil	Nil
3	Investment into Subsidiary,Blue Star ClimatechLimited, for financing thecost towards the Expansionof Sri City Facility	CA certificate,PlacementDocument	125.00	95.56	29.40	124.96	0.04	Nil	Nil	Nil
4	General CorporatePurposes	CA certificate,PlacementDocument	121.78**	121.70	0.07	121.77	0.01	Revised GCP stood atRs. 121.78 croresonaccount of issueexpenses being lesserthan estimated	Nil	Nil
Total			981.78	952.26	29.47	981.73	0.05	Refer Note-2 below

* Chartered Accountant certificate from GMJ & Co, Chartered Accountant, dated October 22, 2024

** The actual issue expenses has been Rs. 18.22 crores as against earlier expectation of Rs. 19.00 crores. Resultantly, the difference has been moved towards GCP.

Note 2:

Of the Rs. 124.96 crores amount shown as utilised for object-3 till quarter end, Rs. 20.49 crores remain unutilised by BSCL towards object-3 and the same has been parked in mutual funds.

(iii) Deployment of unutilized public issue proceeds:

Sr. No.	Type of instrument and name ofthe entity invested in	Amount invested(Rs. crore)	Maturity date	Earning (Rs. crore)	Return onInvestment (%)	Market Value as at theend of quarter
1	Bank Balance	0.05	NA	NA	NA	0.05

(iv) Delay in implementation of the object(s) –

	Completion Date			Comments of the Board of Directors
Objects	As per the offerdocument	Actual	Delay (no. ofdays/ months)	Reason of delay	Proposed course of action
Repayment / pre-payment, in full or in part, of certainoutstanding borrowings availed by Blue Star Limited	FY24*	Complete	-	NA	NA
Investment into Subsidiary, Blue Star Climatech, forrepayment or pre-payment, in full or in part, of certainoutstanding borrowings availed by Blue Star Climatech	FY24*	Complete	-	NA	NA
Investment into our Subsidiary, Blue Star Climatech,for financing the cost towards the Expansion of Sri CityFacility	FY24*	Ongoing	Refer notebelow	NA	NA
General Corporate Purposes	FY24*	Ongoing	Refer notebelow	NA	NA

*As per the company placement document, the estimated timeline of execution is FY24, however the document states that in the event that estimated utilization out of the Net Proceeds in a fiscal is not completely met, the same shall be utilized in the subsequent fiscals, as may be decided by the Company, in accordance with applicable laws.

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Sr. No	Item Head^	Amountin Rs. Crore	Source of information / certificationsconsidered by Monitoring Agency forpreparation of report	Comments of Monitoring Agency	Comments of theBoard of Directors
1	General corporatepurpose	121.77	Bank statements	The actual issue expenses has been Rs. 18.22 crores as against earlier expectationof Rs. 19.00 crores. Resultantly, the difference has been moved towards GCP.	No comments
	Total	121.77		Revised overall GCP of Rs. 121.78 crores has been well below the 25% ceiling.

^ Section from the offer document related to GCP:

"Our Company intends to deploy the balance Net Proceeds aggregating up to Rs. 121.00 crores in utilizing the proceeds earmarked for general corporate purposes."

Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as "Monitoring Agency/MA"). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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